Seaspan Reports Third Quarter 2018 Results

Achieves record quarterly Revenue, Operating Earnings and Cash Flow from Operations
Repays $225 million of secured debt, part of which will unencumber 6 additional vessels, and
Closes $150 million corporate revolving credit facility bringing total liquidity to $541 million

HONG KONG, Oct. 30, 2018 /PRNewswire/ - Seaspan Corporation ("Seaspan") (NYSE: SSW) announced today its financial results for the three and nine months ended September 30, 2018.

Highlights for the Quarter:

    --  Earnings per diluted share of $0.36 for the third quarter and $1.07 for
        the nine months
    --  Cash Flow from Operations reached a quarterly record $142.2 million for
        the third quarter and $325.0 million for the nine months
    --  Fairfax exercised its first tranche of 38.5 million warrants for
        proceeds to Seaspan of $250.0 million
    --  Closed $150.0 million, two-year, corporate revolving credit facility
    --  Redeemed 10.5% Series F Preferred Shares for an aggregate total of
        $143.4 million, including accrued dividends
    --  Issued 8.0% Fixed-to-Floating Rate Series I Preferred Shares for gross
        proceeds of $150.0 million
    --  Achieved vessel utilization of 98.4% for the third quarter and 98.0% for
        the nine months ended September 30, 2018
    --  Entered into a binding term sheet for a potential investment of up to
        $200.0 million in the restructuring of Swiber Holdings Limited

Bing Chen, President and Chief Executive Officer of Seaspan, commented, "I am pleased with our record operating results in the third quarter, and the strategic milestones we have achieved so far this year. We are realizing benefits from the full integration of GCI, which is the main driver of our year-over-year growth, while we continue to invest in and improve operations of our integrated containership platform to provide best-in-class services. These improvements are evidenced by our 98.4% utilization rate for the quarter, as well as marking the lowest ever number of lost time injuries since we began tracking in 2013."

Ryan Courson, Chief Financial Officer, added, "Over the course of the third quarter, we have improved our liquidity position with several strategic financings including closing the first of Fairfax's two $250 million equity investments, a $150 million two-year corporate revolving credit facility, and $150 million of Preferred Series I Shares. Through prudent capital allocation we have lowered our cost of capital while increasing our capital structure flexibility."

Significant Developments

Fairfax Investments

On July 16, 2018, in accordance with the May 2018 definitive agreement, Seaspan issued warrants to Fairfax Financial Holdings Ltd. and its affiliates ("Fairfax") to purchase 25.0 million Class A common shares at an exercise price of $8.05 per share. In exchange for this, Fairfax exercised its first tranche of 38.5 million warrants at an exercise price of $6.50 per share in July 2018, for total proceeds of $250.0 million. Additionally, Fairfax agreed to exercise its second tranche of 38.5 million warrants at an exercise price of $6.50 per share, upon issuance of the warrants in January 2019 on closing of the March 2018 definitive agreement, for proceeds to the Company of $250.0 million. The two tranches of debentures, the first $250.0 million issued in February 2018, and the second $250.0 million to be issued in January 2019, were amended to allow Fairfax to call for early redemption of some or all of the debentures on each anniversary date of issuance. As the right to put the debentures is solely within the control of Fairfax, the February 2018 debentures were reclassified from long-term liabilities to current liabilities as of July 16, 2018. In September 2018, Fairfax waived the annual put right of the February 2018 debentures, which caused the February 2018 debentures to be reclassified from current liabilities to long-term liabilities. The February 2018 debentures will be reclassified from long-term liabilities to current liabilities when such debentures become puttable within one year from period end. Upon funding of the January 2019 debentures and exercise of the second tranche of warrants upon closing of the March 2018 definitive agreement in January 2019, the January 2019 debentures will be classified as a current liability, as the debentures will be puttable within one year.

Following the exercise by Fairfax of its first tranche of warrants on July 16, 2018 to purchase 38.5 million Class A common shares, and as of September 30, 2018, the Company had 176.7 million Class A common shares outstanding.

Subsequent Events

Swiber Investment

As previously announced, on October 3, 2018, Seaspan entered into a binding term sheet for a potential investment of up to $200.0 million in the restructured Swiber Holdings Limited. Seaspan expects the investment to be funded in two tranches: i) $20.0 million upon closing in exchange for an 80% economic interest in the restructured Swiber Group, and ii) an incremental $180.0 million to be invested in a $1.0 billion LNG-to-power project in Vietnam that is currently under development. Closing of the first tranche is expected to occur in 2019.

Distribution

The Board of Directors has declared a quarterly distribution in the amount of $0.125 per share for its Class A common shares, payable on October 30, 2018 to shareholders of record as at the close of business on October 22, 2018. The regular quarterly dividends on the Preferred Shares Series D, Series E, Series G, Series H and Series I have also been declared.

Results for the Three and Nine Months Ended September 30, 2018

Financial Results

The following table summarizes Seaspan's consolidated financial results for the three and nine months ended September 30, 2018 and 2017:


                 Financial Summary  Three Months Ended                 Nine Months Ended
                                           September 30,
                 (in millions of US
                  dollars)                                             September 30,



                                                    2018          2017                  2018 2017






     Revenue                                            $
     295.0           $
            211.0       $
     801.4 $
     616.9


      Ship operating
       expense                                               55.4                      45.4          163.7    135.8


      Depreciation and
       amortization
       expense                                               65.1                      49.8          181.1    149.6


      General and
       administrative
       expense                                                8.1                      14.0           24.5     29.0


      Operating lease
       expense                                               33.0                      30.3           96.6     85.0


      Interest expense and
       amortization of
       deferred financing
       fees                                                  58.2                      28.3          154.5     85.1


      Net earnings                                           80.0                      48.4          215.7    116.7


      Earnings per share,
       diluted                                               0.36                      0.26           1.07     0.60


      Cash from operating
       activities                                           142.2                      95.1          325.0    234.3

Ownership Days, Operating Days and Vessel Utilization

Ownership days are the number of days a vessel is owned and available for charter. Operating days are the number of days a vessel is available to the charterer for use.

The primary driver of ownership days are the increases or decreases in the number of vessels owned, while the drivers of operating days are ownership days and the number of days the vessels are off-hire.

Ownership days increased by 1,696 days and 3,318 days for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017, primarily due to the addition of 16 vessels acquired through the Greater China Intermodal Investments LLC ("GCI") acquisition, which contributed 1,472 days and 3,216 days, respectively. The remainder of the increase was due to 2018 vessel deliveries and acquisitions and partially offset by vessel disposals.

Vessel utilization represents the number of operating days as a percentage of ownership days.

The following table summarizes Seaspan's vessel utilization by quarter and for the nine months ended September 30, 2018 and 2017:


                                                                         Three Months Ended          Three Months Ended            Three Months Ended                        Nine Months Ended
                                                                                                                                                                    September 30,
                                                                         March 31,               June 30,                    September 30,



                                                                  2018                     2017                         2018                           2017    2018                          2017      2018         2017




     
                Vessel Utilization:



     Ownership Days(1)                                          8,030                    7,917                        9,546                          8,037   9,844                         8,148    27,420       24,102



     Less Off-hire Days:


                                       
     Scheduled Off-hire        (104)                                                                                      (8)                                 (112)


                                       
     Unscheduled Off-hire(2)   (149)                   (662)                       (137)                         (142)  (146)                        (254)    (432)     (1,058)




     
                Operating Days(1)                             7,777                    7,255                        9,409                          7,895   9,690                         7,894    26,876       23,044




     
                Vessel Utilization                             96.8                     91.6                         98.6                           98.2    98.4                          96.9      98.0         95.6


                                                                       %                       %                           %                             %      %                            %        %           %

_____________________________



     (1) Operating and ownership days include leased vessels and exclude
            vessels under bareboat charter.



     (2) Unscheduled off-hire includes days related to vessels being off-
            charter.

Vessel utilization increased for the three and nine months ended September 30, 2018, compared to the same periods in 2017, primarily due to higher utilization of vessels acquired from GCI, 2018 deliveries and acquisitions and a decrease in off-hire days. During the nine months ended September 30, 2018, Seaspan completed dry-dockings for five 2500 TEU vessels, one 3500 TEU vessel and one 4250 TEU vessel, one of which occurred while the vessel was off-charter.

Revenue

Revenue increased by 39.8% to $295.0 million and by 29.9% to $801.4 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases in revenue were primarily due to the additional operating days from the vessel deliveries, acquisition of new vessels from the GCI transaction and higher average charter rates for vessels that were on short-term charters.

The increase in operating days and the related financial impact thereof for the three and nine months ended September 30, 2018, relative to the same periods in 2017, is attributable to the following:


                                                          
              
     Three Months Ended                           
     
           Nine Months Ended
                                                                                  September 30,                                           September 30,



                                                                       Ownership                         Operating       
          
                $ Impact              Ownership             Operating      
         
                $ Impact
                                                          Day Impact                                                                                    Day Impact
                                                                                                
     
             Days                         (in millions                           
     
             Days                       (in millions
                                                                                                  Impact                                                                          Impact
                                                                                                                        
          
                of US                                                      
         
                of US
                                                                                                                               dollars)                                                                      dollars)




     Addition of 16 vessels from acquisition of GCI                       1,472                              1,472                    $
              54.1                   3,216                  3,216                 $
              115.7



     Changes in daily charter hire rates and re-charters                                                                                        12.6                                                                           19.3



     2018 vessel deliveries and acquisitions                                552                                552                                12.2                     999                    998                              19.5



     Full period contribution for 2017 vessel deliveries                                                                                                                152                    152                               6.9



     Unscheduled off-hire                                                                                     108                                 0.5                                           626                               6.7



     Scheduled off-hire                                                                                       (8)                              (0.1)                                        (112)                            (1.9)



     Vessel disposals                                                     (328)                             (328)                              (1.3)                (1,049)               (1,048)                            (3.3)



     Interest income from leasing                                                                                                                8.0                                                                           25.6



     Other                                                                                                                                     (2.0)                                                                         (4.0)




     
                Total                                                   1,696                              1,796        $
             
                84.0                   3,318                  3,832    $
              
                184.5

Ship Operating Expense

Ship operating expense increased by 22.0% to $55.4 million and by 20.5% to $163.7 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the increase in the number of vessels in Seaspan's fleet. The increase in ship operating expense for the nine months ended September 30, 2018 was also due to a higher bulk purchasing of vessel stores and spare parts, and an increase in planned maintenance required for certain vessels less than 8500 TEU in size.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by 30.5% to $65.1 million and by 21.1% to $181.1 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the increase in the number of vessels in Seaspan's fleet.

General and Administrative Expense

General and administrative expense decreased by 41.9%, to $8.1 million and by 15.6% to $24.5 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The decreases were primarily due to share-based compensation expense to the chairman of the board and the former chief executive officer, partially offset by a transition payment to the former chief financial officer in the second quarter of 2018.

Operating Lease Expense

Operating lease expense increased by 9.0% to $33.0 million and by 13.6% to $96.6 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in LIBOR. The increase to the nine months ended September 30, 2018 was also due to the delivery of one vessel in 2017 that was financed through a sale-leaseback transaction.

Interest Expense and Amortization of Deferred Financing Fees

The following table summarizes Seaspan's borrowings:



     
                 (in millions of US dollars)                                                                       September 30,


                                                                                                          2018                      2017




     Long-term debt, excluding deferred financing fees:


                                                            
              Revolving credit facilities                $
         812.3                      $
         876.9


                                                            
              Term loan credit facilities                     2,243.8                           1,358.8


                                                            
              Senior unsecured notes                            417.9                             341.9


                                                            
              Senior notes due 2025                             250.0


                                                            
              Discount and fair value adjustment               (88.1)


      Long-term obligations under capital lease, excluding deferred financing fees                                     660.1                             615.6




     Total borrowings                                                                                               4,296.0                           3,193.2



     Less: Vessels under construction                                                                                                   (136.6)




     Operating borrowings                                                                                     $
        4,296.0                     $
        3,056.6

Interest expense and amortization of deferred financing fees increased by $29.9 million to $58.2 million and by $69.4 million to $154.5 million for the three and nine months ended September 30, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to the debt assumed as part of the acquisition of GCI, an increase in operating debt for delivered vessels, the issuance of the February 2018 debentures to Fairfax and an increase in LIBOR.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments resulted in a gain of $4.5 million and $29.8 million for the three and nine months ended September 30, 2018, respectively. The gains for these periods were primarily due to an increase in the forward LIBOR curve as it relates to interest swaps. Included in the gain is unrealized change in fair value of $13.9 million and $62.8 million for the three and nine months ended September 30, 2018, respectively, compared to $11.5 million and $24.7 million for the comparative periods in the prior year.

Working Capital

At September 30, 2018 Seaspan had a working capital deficiency of $465.5 million which includes $337.9 million of senior unsecured notes maturing in April 2019. In order to alleviate this deficiency Seaspan will rely, in part, upon the funding of the $250.0 million January 2019 Fairfax debentures and concurrent exercise of the second tranche of 38.5 million warrants in January 2019 for proceeds of $250.0 million, both of which are subject to limited closing conditions, including that there has not been a material adverse change with respect to Seaspan. In the event that these closing conditions are not satisfied, which Seaspan does not expect to occur, Seaspan's plans to alleviate this deficiency would include entering into secured financing for its 18 unencumbered vessels (six of which are in the process of being unencumbered), selling vessels, or drawing on its $150.0 million corporate revolver. Seaspan also expects to further address this deficiency through cash generated from operations, existing sources of funds and additional sources of funds in the capital markets to the extent available.

About Seaspan

Seaspan is the leading independent charter owner of containerships with industry leading ship management services. Seaspan charters its vessels primarily pursuant to long-term, fixed-rate, time charters from the world's largest container shipping liners. Seaspan's operating fleet consists of 112 containerships with a total capacity of more than 900,000 TEU, an average age of approximately six years and an average remaining lease period of approximately five years, on a TEU weighted basis.

Seaspan has the following securities listed on The New York Stock Exchange:


                 Symbol              Description

    ---




       SSW             Class A common shares



       SSW PR D        Series D preferred shares



       SSW PR E        Series E preferred shares


       SSW PR G        Series G preferred shares


       SSW PR H        Series H preferred shares



       SSW PR I        Series I preferred shares



       SSWN            6.375% senior unsecured notes
                         due 2019



       SSWA            7.125% senior unsecured notes
                         due 2027



       SSW25           5.500% senior notes due 2025

Conference Call and Webcast

Seaspan will host a conference call and webcast presentation for investors, analysts, and interested parties to discuss its third quarter results on October 31, 2018 at 5:30 a.m. PT / 8:30 a.m. ET. Participants should call 1-877-246-9875 (US/Canada) or 1-707-287-9353 (International) and request the Seaspan call. The live webcast and slide presentation are available under "Events & Presentations" at www.seaspancorp.com.

A recording will be available at 1-855-859-2056 or 1-404-537-3406 (Conference passcode: 8095029).


                                                                                                    
              
                SEASPAN CORPORATION
                                                                                                       UNAUDITED CONSOLIDATED BALANCE SHEETS
                                                                                                             AS OF SEPTEMBER 30, 2018
                                                                                                     
                (IN THOUSANDS OF US DOLLARS)




                                                                                                                                                September 30,                     December 31,
                                                                                                                                                    2018                               2017




     Assets



     Current assets:


                                                                      
     Cash and cash equivalents                                                                $
           391,030                    $
           253,176


                                                                      
     Short-term investments                                                                              2,505                                 104


                                                                      
     Accounts receivable                                                                                 7,714                              11,678


                                                                      
     Loans to affiliate                                                                                                                    36,100


                                                                      
     Prepaid expenses and other                                                                         42,208                              44,869


                                                                      
     Fair value of financial instruments                                                                   187


                                                                      
     Gross investment in lease                                                                          44,348                              35,478



                                                                                                                                                                       487,992                             381,405





     Vessels                                                                                                                                                        5,982,857                           4,390,854



     Vessels under construction                                                                                                                                                          146,362



     Deferred charges                                                                                                                                                  56,120                              62,020



     Gross investment in lease                                                                                                                                        828,809                             687,896



     Goodwill                                                                                                                                                          75,321                              75,321



     Other assets                                                                                                                                                     161,155                             134,284


                                                                                                                                                              $
         7,592,254                    $
         5,878,142




     Liabilities, puttable preferred shares and shareholders' equity



     Current liabilities:


                                                                      
     Accounts payable and accrued liabilities                                                  $
           70,568                     $
           63,220


                                                                      
     Current portion of deferred revenue                                                                52,094                              55,367


                                                                      
     Current portion of long-term debt                                                                 745,540                             257,800


                                                                      
     Current portion of long-term obligations under capital lease                                       47,996                              43,912


                                                                      
     Current portion of other long-term liabilities                                                     37,292                              23,635



                                                                                                                                                                       953,490                             443,934





     Deferred revenue                                                                                                                                                 385,315                             328,681



     Long-term debt                                                                                                                                                 2,864,158                           2,192,833



     Long-term obligations under capital lease                                                                                                                        603,734                             595,016



     Other long-term liabilities                                                                                                                                      182,391                             199,386



     Fair value of financial instruments                                                                                                                              121,858                             168,860



                                                                                                                                                                     5,110,946                           3,928,710





     Puttable preferred shares                                                                                                                                         47,695





     Shareholders' equity:


                                                                      
     Share capital                                                                                       2,100                               1,646


                                                                      
     Treasury shares                                                                                     (371)                              (377)


                                                                      
     Additional paid in capital                                                                      3,124,759                           2,752,988


                                                                      
     Deficit                                                                                         (670,034)                          (781,137)


                                                                      
     Accumulated other comprehensive loss                                                             (22,841)                           (23,688)



                                                                                                                                                                     2,433,613                           1,949,432



                                                                                                                                                              $
         7,592,254                    $
         5,878,142


                                                                                                                      
              
                SEASPAN CORPORATION
                                                                                                              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                                                                                                            FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
                                                                                                           (IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)




                                                                                                                                                                         Three Months Ended                           Nine Months Ended

                                                                                                                                                                            September 30,                               September 30,

                                                                                                                                                                                                                 ---

                                                                                                                                                  2018                                         2017                      2018               2017

                                                                                                                                                                                                                                          ---




     Revenue                                                                                                                                                        $
              294,981                   $
            211,013                            $
             801,419                   $
              616,943





     Operating expenses:


                                   
              Ship operating                                                                                                                        55,360                              45,378                                       163,676                               135,808


                                   
              Cost of services, supervision fees                                                                                                                                          650                                                                                650


                                   
              Depreciation and amortization                                                                                                         65,053                              49,835                                       181,085                               149,579


                                   
              General and administrative                                                                                                             8,148                              14,034                                        24,494                                29,009


                                   
              Operating leases                                                                                                                      33,048                              30,332                                        96,571                                84,990


                                   
              Expenses related to customer bankruptcy                                                                                                                                                                                                                     1,013


                                   
              Gain on disposals                                                                                                                                                       (6,606)                                                                           (6,606)



                                                                                                                                                                                161,609                             133,623                                       465,826                               394,443






     Operating earnings                                                                                                                                                        133,372                              77,390                                       335,593                               222,500





     Other expenses (income):


                                   
              Interest expense and amortization of deferred financing fees                                                                          58,231                              28,332                                       154,478                                85,061


                                   
              Interest income                                                                                                                      (1,128)                            (1,080)                                      (2,893)                              (3,445)


                                   
              Undrawn credit facility fees                                                                                                              64                                 584                                           359                                 1,849


                                   
              Acquisition related gain on contract settlement                                                                                                                                                                      (2,430)                                    -


                                   
              Change in fair value of financial instruments                                                                                        (4,526)                              2,444                                      (29,775)                               19,471


                                   
              Equity income on investment                                                                                                                                             (1,510)                                      (1,216)                              (4,039)


                                   
              Other expenses                                                                                                                           758                                 243                                         1,369                                 6,919



                                                                                                                                                                                 53,399                              29,013                                       119,892                               105,816






     
                Net earnings                                                                                                                          $
              
                79,973             $
        
              48,377                     $
        
               215,701            $
        
                116,684





     Deficit, beginning of period                                                                                                                                            (749,752)                          (825,359)                                    (781,137)                            (807,496)



     Dividends - common shares                                                                                                                                                             (14,744)                             (50,658)                                    (68,137)



     Dividends - preferred shares                                                                                                                                                  245                            (16,104)                                     (52,627)                             (48,313)



     Other                                                                                                                                                                       (500)                              (140)                                      (1,313)                                (708)




     Deficit, end of period                                                                                                                                       $
              (670,034)                $
            (807,970)                         $
             (670,034)                 $
             (807,970)

                                                                                                                                                                                                                                                                                                          ===




     Weighted average number of shares, basic                                                                                                                                  170,232                             121,752                                       147,292                               114,201



     Weighted average number of shares, diluted                                                                                                                                174,030                             121,831                                       151,533                               114,260





     Earnings per share, basic                                                                                                                                         $
              0.37                      $
            0.27                               $
             1.10                      $
              0.60

                                                                                                                                                                                                                                                                                                          ===


     Earnings per share, diluted                                                                                                                                       $
              0.36                      $
            0.26                               $
             1.07                      $
              0.60

                                                                                                                                                                                                                                                                                                          ===


                                                                                 
              
                SEASPAN CORPORATION
                                                                          UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                       FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
                                                                                        (IN THOUSANDS OF US DOLLARS)




                                                                                             Three Months Ended                                Nine Months Ended

                                                                                               September 30,                                     September 30,

                                                                                                                                           ---

                                                                      2018                                         2017                             2018           2017

                                                                                                                                                                 ---



                  Net earnings                                               $
              
                79,973                          $
     
           48,377                 $
     
     215,701   $
     
     116,684




     Other comprehensive income:


                                       Amounts reclassified to net
                                        earnings during the period
                                        relating to cash flow hedging
                                        instruments                                                        271                                        342                          847          2,479



                  Comprehensive income                                       $
              
                80,244                          $
     
           48,719                 $
     
     216,548   $
     
     119,163

                                                                                                                                                                                             ===


                                                                                                                                                                                                    
              
                SEASPAN CORPORATION
                                                                                                                                                                                           
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                                                   
                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 AND 2017
                                                                                                                                                                                                     
                (IN THOUSANDS OF US DOLLARS)




                                                                                                                                                                 Three Months Ended                                                                              Nine Months Ended

                                                                                                                                                                    September 30,                                                                                  September 30,



                                                                                                                                                                                                                                              2018                                                    2017                              2018                           2017




     Cash from (used in):



     Operating activities:


                                                                                                             
              Net earnings                                                                                                                            $
              79,973                         $
         48,377                     $
         215,701                 $
          116,684


                                                                                                             
              Items not involving cash:


                                                                                                             
              Depreciation and amortization                                                                                                                       65,053                                49,835                            181,085                         149,579


                                                                                                             
              Share-based compensation                                                                                                                               355                                 8,507                              1,905                          12,377


                                                                                                             
              Amortization of deferred financing fees, debt discount and fair value of long term debt                                                              5,726                                 2,605                             14,283                           8,818


                                                                                                             
              Amounts reclassified from other comprehensive loss to interest expense                                                                                  80                                   144                                254                           1,824


                                                                                                             
              Unrealized change in fair value of financial instruments                                                                                          (13,925)                             (11,483)                          (62,834)                       (24,668)


                                                                                                             
              Acquisition related gain on contract settlement                                                                                                                                                                           (2,430)                              -


                                                                                                             
              Equity income on investment                                                                                                                                                             (1,510)                           (1,216)                        (4,039)


                                                                                                             
              Operating leases                                                                                                                                   (5,883)                              (5,911)                          (17,692)                       (16,678)


                                                                                                             
              Amortization of revenue contracts                                                                                                                    1,902                                 1,133                              5,461                           3,182


                                                                                                             
              Gain on disposals                                                                                                                                                                       (6,606)                                                          (6,606)


                                                                                                             
              Other                                                                                                                                                    1                                   107                                 12                           6,574



     Changes in assets and liabilities                                                                                                                                                                                         8,917                                                           9,853                           (9,578)                           (12,779)




     Cash from operating activities                                                                                                                                                                                          142,199                                                          95,051                           324,951                             234,268






     Financing activities:


                                                                                                             
              Common shares issued, net of issuance costs                                                                                                                                              22,102                                                            79,368


                                                                                                             
              Preferred shares issued, net of issuance costs                                                                                                     144,416                                                                 144,416                               -


                                                                                                             
              Repayment of credit facilities                                                                                                                   (225,916)                             (98,295)                         (360,660)                      (269,452)


                                                                                                             
              Draws on credit facilities                                                                                                                                                                                                325,600                               -


                                                                                                             
              Fairfax notes and warrants issued                                                                                                                                                                                         250,000                               -


                                                                                                             
              Draws on long-term obligations under capital lease                                                                                                                                      136,331                             46,964                         136,331


                                                                                                             
              Repayment of long-term obligations under capital lease                                                                                            (12,365)                              (6,619)                          (35,672)                       (19,492)


                                                                                                             
              Senior unsecured notes repurchased, including related expenses                                                                                                                                                                                           (3,122)


                                                                                                             
              Proceeds from exercise of Fairfax warrants                                                                                                         250,000                                                                 250,000                               -


                                                                                                             
              Redemption of Series F preferred shares                                                                                                          (143,430)                                                              (143,430)                              -


                                                                                                             
              Financing fees                                                                                                                                     (2,753)                                (858)                          (15,868)                        (3,172)


                                                                                                             
              Dividends on common shares                                                                                                                         (9,549)                              (7,701)                          (28,358)                       (53,411)


                                                                                                             
              Dividends on preferred shares                                                                                                                     (14,720)                             (16,104)                          (49,680)                       (48,313)


                                                                                                             
              Net proceeds from sale-leaseback of vessels                                                                                                                                                                                                               90,753




     Cash from (used in) financing activities                                                                                                                                                                               (14,317)                                                         28,856                           383,312                            (90,510)






     Investing activities:


                                                                                                             
              Expenditures for vessels                                                                                                                           (5,613)                            (139,364)                         (306,626)                      (235,725)


                                                                                                             
              Short-term investments                                                                                                                               (105)                                  (1)                           (2,401)                            307


                                                                                                             
              Net proceeds from vessel disposal                                                                                                                                                        18,338                                                            18,338


                                                                                                             
              Other assets                                                                                                                                         (201)                                   60                              2,510                             104


                                                                                                             
              Loans to affiliate                                                                                                                                                                        (546)                             (427)                        (2,131)


                                                                                                             
              Repayment of loans to affiliate                                                                                                                                                             546                                                            21,779


                                                                                                             
              Acquisition of GCI                                                                                                                                                                                                      (333,581)                              -


                                                                                                             
              Cash acquired from GCI acquisition                                                                                                                                                                                         70,121                               -




     Cash used in investing activities                                                                                                                                                                                       (5,919)                                                      (120,967)                        (570,404)                          (197,328)






     Increase (decrease) in cash, cash equivalents and restricted cash                                                                                                                                                       121,963                                                           2,940                           137,859                            (53,570)



     Cash, cash equivalents and restricted cash, beginning of period                                                                                                                                                         283,132                                                         325,450                           267,236                             381,960




     Cash, cash equivalents and restricted cash, end of period                                                                                                                                                   $
              405,095                                                   $
        328,390                    $
         405,095                     $
          328,390






     The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows:




                                                                                                                                                                    September 30,



                                                                                                                                                                                                                                 2018                                              2017




     Cash and cash equivalents                                                                                                                                                                                   $
              391,030                                                   $
        308,927



     Restricted cash included in other assets                                                                                                                                                                                 14,065                                                          19,463




     Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows                                                                                                         $
              405,095                                                   $
        328,390

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act) concerning Seaspan's operations, cash flows, and financial position, including, in particular, the likelihood of its success in developing and expanding its business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "will," "may," "potential," "should" and similar expressions are forward?looking statements. These forward-looking statements represent Seaspan's estimates and assumptions only as of the date of this release and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this release. Although these statements are based upon assumptions Seaspan believes to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to:

    --  future growth prospects and ability to expand Seaspan's business;
    --  Seaspan's expectations as to impairments of its vessels, including the
        timing and amount of currently anticipated impairments;
    --  the future valuation of Seaspan's vessels and goodwill;
    --  potential acquisitions, vessel financing arrangements and other
        investments, and Seaspan's expected risks and benefits from such
        transactions;
    --  future time charters and vessel deliveries, including future long-term
        charters for certain existing vessels;
    --  estimated future capital expenditures needed to preserve the operating
        capacity of Seaspan's fleet including, its capital base, and comply with
        regulatory standards, its expectations regarding future dry-docking and
        operating expenses, including ship operating expense and general and
        administrative expenses;
    --  Seaspan's expectations about the availability of vessels to purchase,
        the time it may take to construct new vessels, the delivery dates of new
        vessels, the commencement of service of new vessels under long-term time
        charter contracts and the useful lives of its vessels;
    --  availability of crew, number of off-hire days and dry-docking
        requirements;
    --  general market conditions and shipping market trends, including charter
        rates, increased technological innovation in competing vessels and other
        factors affecting supply and demand;
    --  Seaspan's financial condition and liquidity, including its ability to
        borrow and repay funds under its credit facilities, to refinance its
        existing facilities and to obtain additional financing in the future to
        fund capital expenditures, acquisitions and other general corporate
        activities;
    --  Seaspan's continued ability to meet its current liabilities as they
        become due;
    --  Seaspan's continued ability to maintain, enter into or renew primarily
        long-term, fixed-rate time charters with its existing customers or new
        customers;
    --  the potential for early termination of long-term contracts and Seaspan's
        potential inability to enter into, renew or replace long-term contracts;
    --  the introduction of new accounting rules for leasing and exposure to
        currency exchange rates and interest rate fluctuations;
    --  conditions inherent in the operation of ocean-going vessels, including
        acts of piracy;
    --  acts of terrorism or government requisition of Seaspan's containerships
        during periods of war or emergency;
    --  adequacy of Seaspan's insurance to cover losses that result from the
        inherent operational risks of the shipping industry;
    --  lack of diversity in Seaspan's operations and in the type of vessels in
        its fleet;
    --  conditions in the public equity market and the price of Seaspan's
        shares;
    --  Seaspan's ability to leverage to its advantage its relationships and
        reputation in the containership industry;
    --  compliance with and changes in governmental rules and regulations or
        actions taken by regulatory authorities, and the effect of governmental
        regulations on Seaspan's business;
    --  the financial condition of Seaspan's customers, lenders, and other
        counterparties and their ability to perform their obligations under
        their agreements with us;
    --  Seaspan's continued ability to meet specified restrictive covenants and
        other conditions in its financing and lease arrangements, its notes and
        its preferred shares;
    --  any economic downturn in the global financial markets and export trade
        and increase in trade protectionism and potential negative effects of
        any recurrence of such disruptions on Seaspan's customers' ability to
        charter Seaspan's vessels and pay for Seaspan's services;
    --  some of Seaspan's directors and investors may have separate interests
        which may conflict with those of its shareholders and they may be
        difficult to replace given the anti-takeover provisions in Seaspan's
        organizational documents;
    --  taxation of Seaspan's earnings and of distributions to its shareholders;
    --  Seaspan's exemption from tax on U.S. source international transportation
        income;
    --  the ability to bring claims in China and Marshall Island, where the
        legal systems are not well-developed;
    --  potential liability from future litigation; and
    --  other factors detailed from time to time in Seaspan's periodic reports.

Forward-looking statements in this release are estimates and assumptions reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond Seaspan's control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors listed above and including, but not limited to, those set forth in "Item 3. Key Information--D. Risk Factors" in Seaspan's Annual Report for the year ended December 31, 2017 on Form 20-F filed on March 6, 2018 and in the "Risk Factors" in Reports on Form 6-K that are filed with the Securities and Exchange Commission from time to time relating to its quarterly financial results.

Seaspan does not intend to revise any forward-looking statements in order to reflect any change in Seaspan's expectations or events or circumstances that may subsequently arise. Seaspan expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in Seaspan's views or expectations, or otherwise. You should carefully review and consider the various disclosures included in this Annual Report and in Seaspan's other filings made with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect Seaspan's business, prospects and results of operations.

Investor Inquiries:
Mr. Matt Borys
Investor Relations
Seaspan Corporation
Tel. 604-347-9184
Email: mborys@seaspanltd.ca

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SOURCE Seaspan Corporation