Seaspan Reports Fourth Quarter and Full Year 2018 Results

Achieves record annual Revenue, Operating Earnings and Cash Flow from Operations,
Closes the Second Fairfax Investment of $500 million, and
Takes steps to increase the number of unencumbered vessels to 32

HONG KONG, March 5, 2019 /PRNewswire/ - Seaspan Corporation ("Seaspan") (NYSE: SSW) announced today its financial results for the quarter and year ended December 31, 2018.

Highlights for the Fourth Quarter & Full Year 2018 & Year-to-Date 2019:

    --  Earnings per diluted share of $0.25 for the fourth quarter and $1.31 for
        the full year
    --  Record quarterly and annual operating earnings of $134.4 million for the
        fourth quarter and $469.9 million for the full year
    --  Record quarterly and annual cash flows from operations of $149.3 million
        for the fourth quarter and $483.9 million for the full year
    --  Achieved vessel utilization of 97.3% for the fourth quarter and 97.8%
        for the full year
    --  Executed plan to increase the pool of unencumbered assets from 18 to 32
        vessels (eight of which are in the process of being unencumbered)
        through prepayment of two credit facilities, including one credit
        facility prepaid subsequent to quarter end
    --  Agreed to install scrubbers on ten large vessels with two leading
        charterers; Seaspan will be compensated i) as costs are incurred on five
        vessels and ii) through an increase in charter rates on the other five
        vessels

Comments from Management

Bing Chen, President and Chief Executive Officer of Seaspan, commented, "2018 has been a year of transformation for Seaspan. We started out the year with our largest acquisition to date - GCI - which was seamlessly integrated into Seaspan, and helped us grow 2018 revenue by 32% over the prior year. With continued commitment from our founding shareholders, the Washington Family, we have added Fairfax Financial Holdings as a strategic financial partner. As of January 2019, Fairfax has invested $1 billion into Seaspan, and in the process became our largest shareholder. Throughout 2018, we worked relentlessly to strengthen our trademark operational excellence; in fact, this year marked our safest year on record, as measured by lost time injury frequency. Finally, we established a new leadership team during the year which, in partnership with the board of directors, has done an outstanding job of guiding the organization to achieve our targets. This remarkable year would not have been possible without each of our 4,600+ employees, and the partnership of our customers. Together, we have set the stage for a prosperous future for Seaspan."

Ryan Courson, Chief Financial Officer, added, "Throughout 2018 and into 2019, we have made significant progress in strengthening our balance sheet. Since the beginning of 2018, we have raised approximately $1.5 billion of capital, and in the process have substantially increased our equity capital base and improved our flexibility via our growing unencumbered fleet and committed corporate revolving credit facility. We will continue to augment our financial strength, while focusing on thoughtful capital allocation to position the business for long-term value creation."

Significant Developments in the Fourth Quarter

Debt Repayment

In November 2018, Seaspan made a repayment of $36.5 million for the remaining principal balance of one of its secured credit facilities; as a result, six vessels were unencumbered subsequent to year-end.

Senior Unsecured Notes

In December 2018, Seaspan repurchased approximately $17.5 million aggregate principal amount of its 6.375% senior unsecured notes due 2019.

Investment in Swiber Holdings Limited

On October 3, 2018, Seaspan entered into a binding term sheet to invest up to $200.0 million in Swiber Holdings Limited ("Swiber"). Subject to the terms and conditions to be set forth in a definitive transaction agreement, upon closing, Seaspan anticipates acquiring an 80% post-restructured equity interest in Swiber for $20.0 million and, after meeting certain milestones, an additional $180.0 million would be invested in Swiber's LNG-to-power project in Vietnam.

Recent Additions to Senior Management

In October 2018, Seaspan appointed Torsten Holst Pedersen as Executive Vice-President, Ship Management.

Subsequent Events

Registration of Washington Family Class A Common Shares

On January 14, 2019, Seaspan entered into a registration rights agreement (the "Washington Registration Rights Agreement") with various affiliates of the Washington family (the "Washington Shareholders"). Pursuant to the Washington Registration Rights Agreement, Seaspan agreed to file a registration statement covering the resale of the Washington Shareholders' Class A Common Shares, and a registration statement on Form F-3 was filed with the U.S. Securities and Exchange Commission (the "SEC") on January 18, 2019. For additional information regarding the Washington Registration Rights Agreement, please read our Report on Form 6-K furnished to the SEC on January 15, 2019.

"The share registration noted was simply an administrative task. The Washington family is not selling any of its shares, and it remains one of the largest shareholders of Seaspan Corporation. I will continue to serve on Seaspan's Board of Directors and remain committed to the long-term strategy of the Company," said Larry Simkins, a member of the Board of Directors of Seaspan and President of The Washington Companies.

Closing of Second Fairfax Investment of $500 million

On January 15, 2019, Seaspan closed its previously announced transaction (the "Second Fairfax Investment") with Fairfax Financial Holdings Limited ("Fairfax"), whereby Seaspan received proceeds of $500 million in exchange for $250 million aggregate principal amount of 5.50% Senior Notes due 2026 (the "2026 Notes"), and 38.5 million Class A Common Shares, which were issued in exchange for Fairfax's immediate exercise of warrants (the "2019 Warrants"). The aggregate purchase price of the 2026 Notes and the 2019 Warrants was $250 million and the proceeds from exercise of the 2019 Warrants was an additional $250 million.

Summary of Fairfax Investments((1))


                   Investment 
     
              Date Issued/Exercised Gross Proceeds to Seaspan

    ---

        2025 Notes            
     February 14, 2018                    
            $250 million


        2018 Warrants         
     July 16, 2018                        
            $250 million


        2026 Notes            
     January 15, 2019                     
            $250 million


        2019 Warrants         
     January 15, 2019                     
            $250 million

    ---


              
                (1)               Does not include the 25 million
                                                seven year warrants
                                                outstanding as of the date
                                                hereof

Debt Repayment

On January 16, 2019, Seaspan made a repayment of $147.0 million for the remaining principal balance on a secured credit facility. As a result of the repayment, eight vessels will be unencumbered, subject to the completion of the associated collateral release documentation. As of March 5, 2019, Seaspan has 32 unencumbered vessels (with collateral in the process of being released with respect to eight of these).

Distribution

The Board of Directors declared a quarterly distribution in the amount of $0.125 per share for its Class A Common Shares, paid on January 30, 2019 to shareholders of record as at the close of business on January 14, 2019. Regular quarterly dividends on the Preferred Shares Series D, Series E, Series G, Series H and Series I were also declared.

Class A Common Shares Outstanding

As of February 28, 2019, there were 215,474,629 Class A Common Shares outstanding.

Results for the Quarter and Year Ended December 31, 2018

Financial Results

The following table summarizes Seaspan's consolidated financial results for the quarter ended and year ended December 31, 2018 and 2017:


                   Financial Summary
                    (in millions of US
                    dollars, except            Quarter Ended               Year Ended

                                               December 31,               December 31,



                   earnings per share
                    amount)


                                       2018                  2017                2018         2017






     Revenue                               $
      294.9             $
     214.4             $
     1,096.3  $
     831.3


      Ship operating
       expense                                   55.6                 48.1                  219.3     183.9


      Depreciation and
       amortization
       expense                                   64.7                 50.4                  245.8     199.9


      General and
       administrative
       expense                                    7.1                 11.1                   31.6      40.1


      Operating lease
       expense                                   33.2                 30.6                  129.7     115.5


      Operating earnings                        134.4                 80.6                  469.9     303.1


      Interest expense and
       amortization of
       deferred                                  57.6                 31.3                  212.1     116.4


      financing fees


      Net earnings                               63.1                 58.6                  278.8     175.2


      Net earnings to
       common shareholders                       44.9                 42.4                  207.6     110.8


      Earnings per share,
       diluted                                   0.25                 0.34                   1.31      0.94


      Cash from operating
       activities                               149.3                 89.0                  483.9     323.2

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 1,939 days and 5,257 days for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. These increases were primarily due to the addition of 16 vessels acquired through the acquisition of Greater China Intermodal Investments LLC ("GCI"), which contributed 1,472 days and 4,688 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 year ended December 31, 2018 and 2017:


                                                    2017                      2018            Year Ended



                                          Q1    Q2         Q3      Q4       Q1        Q2                    Q3          Q4          2017          2018



                   Vessel Utilization:



     Ownership Days(1)                7,917  8,037       8,148    7,905     8,030      9,546                  9,844       9,844         32,007        37,264



     Less Off-hire Days:



     Scheduled 5-Year                                                   (104)                             (8)        (22)                      (134)



      Survey



     Unscheduled Off-                 (662)                             (149)     (137)                 (146)       (240)       (1,377)

                                             (142)      (254)   (319)                                                                           (672)




     hire(2)


                   Operating Days(1)   7,255  7,895       7,894    7,586     7,777      9,409                  9,690       9,582         30,630        36,458



                   Vessel Utilization   91.6   98.2        96.9     96.0      96.8       98.6                   98.4        97.3           95.7          97.8


                                           %     %          %       %        %         %                     %           %             %            %


              (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 quarter and year ended December 31, 2018, compared to the same periods in 2017. The increases in utilization were primarily due to a large decrease in the number of unscheduled off-hire days in combination with the higher utilization of vessels acquired from GCI. During the year ended December 31, 2018, Seaspan completed dry-dockings for seven 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 37.6% to $294.9 million and by 31.9% to $1,096.3 million for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. The increases in revenue were primarily due to the additional operating days from the acquisition of vessels from the GCI transaction, 2018 vessel deliveries 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 quarter and year ended December 31, 2018, relative to the same periods in 2017, is attributable to the following:


                                                                        
         
        Quarter Ended                                               
       
          Year Ended

                                                                      
         
        December 31, 2018                                           
       
        December 31, 2018



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




     Addition of 16 vessels from acquisition of GCI                       1,472                               1,472                                              $
              54.3                  4,688                                 4,688     $
          169.9



     2018 vessel deliveries and acquisitions                                552                                 552                                                          12.2                  1,551                                 1,551              31.7



     Changes in daily charter hire rates and re-charters                                                                                                                   11.7                                                                         31.0



     Full period contribution for 2017 vessel deliveries                                                                                                                                          152                                   152               6.9



     Unscheduled off-hire                                                                                       79                                                           1.4                                                         705               8.1



     Scheduled off-hire                                                                                       (22)                                                        (0.2)                                                      (134)            (2.1)



     Vessel disposals                                                      (85)                               (85)                                                        (0.6)               (1,134)                              (1,134)            (3.9)



     Interest income from leasing                                                                                                                                           3.3                                                                         28.9



     Other                                                                                                                                                                (1.6)                                                                       (5.5)




     
                Total                                                   1,939                               1,996                                 $
              
                80.5                  5,257                                 5,828 $
     
            265.0

Ship Operating Expense

Ship operating expense increased by 15.6% to $55.6 million and by 19.2% to $219.3 million for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the acquisition of vessels from the GCI transaction and 2018 vessel deliveries as well as higher bulk purchasing of vessel stores and spare parts. The increase in ship operating expense for the year ended December 31, 2018 was also due to the increase in planned maintenance required for certain vessels less than 8500 TEU in size.


                                                                        2017                                  2018                 Year Ended



                                                    Q1               Q2              Q3    Q4               Q1             Q2                 Q3               Q4         2017      2018




     
                Operating Cost:



     Ownership Days(1)                                        7,917                 8,037            8,148                  7,905                       8,030                9,546              9,844         9,844        32,007        37,264



     Vessel Operating Costs                                $
      45.6              $
      44.8         $
      45.4             $
        48.1                    $
      49.5         $
          58.8           $
      55.4      $
      55.6     $
      183.9     $
      219.3




     (in millions of US dollars)


                   Operating Cost per Ownership Day    $
     
        5,761         $
     
        5,577    $
     
        5,569        $
     
          6,086               $
     
        6,170    $
     
            6,156      $
     
        5,624 $
     
        5,648 $
     
        5,746 $
     
        5,884


     __________________________



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

Depreciation and Amortization Expense

Depreciation and amortization expense increased by 28.5% to $64.7 million and by 22.9% to $245.8 million for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in ownership days from the acquisition of vessels from the GCI transaction and 2018 vessel deliveries.

General and Administrative Expense

General and administrative expense decreased by 36.2%, to $7.1 million and by 21.3% to $31.6 million for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. For the quarter ended December 31, 2018, the decrease was primarily due to share-based compensation expense relating to the accelerated vesting of restricted shares and cancellation of performance share units in 2017. For the year ended December 31, 2018, the decrease was 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 2018.

Operating Lease Expense

Operating lease expense increased by 8.6% to $33.2 million and by 12.3% to $129.7 million for the quarter and year ended December 31, 2018, respectively, compared to the same periods in 2017. The increases were primarily due to an increase in LIBOR.

Interest Expense and Amortization of Deferred Financing Fees

The following table summarizes Seaspan's borrowings:


                   (in
                    millions
                    of US
                    dollars) As at December 31,



                                           2018              2017



     Long-
      term
      debt,
      excluding
      deferred
      financing
      fees:


     Revolving
      credit
      facilities                                  $
       788.2        $
        854.1


     Term loan
      credit
      facilities                                     2,158.7            1,196.0


     Senior
      unsecured
      notes                                            400.4              418.0


     2025
      Notes                                            250.0


     Discount
      and fair
      value
      adjustment                                      (85.7)


     Long-
      term
      obligations
      under
      capital
      lease,
      excluding                                        647.7              648.8



                deferred
                 financing
                 fees


     Total
      borrowings                                     4,159.3            3,116.9


     Less:
      Vessels
      under
      construction                                                     (146.4)



     Operating
      borrowings                                $
       4,159.3      $
        2,970.5

Interest expense and amortization of deferred financing fees increased by $26.3 million to $57.6 million and by $95.7 million to $212.1 million for the quarter and year ended December 31, 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 loss of $14.3 million for the quarter ended and a gain of $15.5 million year ended December 31, 2018, respectively. The loss for the quarter ended December 31, 2018 was primarily due to a decrease in the forward LIBOR curve as it relates to the interest rate swaps during the period. The gain for the year ended December 31, 2018 was primarily due to an increase in the forward LIBOR curve as it relates to interest rate swaps during the period. Included in the change in fair value is the unrealized change in fair value of $5.4 million loss and $57.4 million gain for the quarter and year ended December 31, 2018, respectively, compared to a gain of $19.4 million and $44.1 million for the comparative periods in the prior year.

Liquidity and Unencumbered Vessels((1))

As of December 31, 2018, Seaspan had total liquidity of $507.3 million, consisting of $357.3 million of cash and cash equivalents and $150.0 million available under our committed two year revolving credit facility. Additionally, as of March 5, 2019, Seaspan's unencumbered asset pool included 32 vessels (eight of which are in the process of being unencumbered).


               TEU Class Vessel Count

       ---

     
         2500                    10


     
         3500                     2


     
         4250                    14


     
         8500                     2


     
         9600                     2


     
         10000                    2

       ---

                 Total             32

       ===


              ____________



              (1)              Includes vessels securing debt which
                                  was repaid in January 2019, pending
                                  completion of collateral release
                                  documentation.

Working Capital

At December 31, 2018, Seaspan had a working capital deficiency of $475.6 million, which includes $320.4 million of senior unsecured notes maturing in April 2019. This deficiency is addressed by the closing of the Second Fairfax Investment on January 15, 2019 in which Seaspan received gross proceeds of $500.0 million.

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 four 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 fourth quarter and full year results on March 6, 2019 at 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: 4980867).


                                                                      
             
                SEASPAN CORPORATION
                                                                        UNAUDITED CONSOLIDATED BALANCE SHEETS
                                                                          AS OF DECEMBER 31, 2018 AND 2017
                                                                            (IN THOUSANDS OF US DOLLARS)




                                                                                                       December 31, 2018                 December 31, 2017




     Assets



     Current assets:



     Cash and cash equivalents                                                                                            $
        357,327                     $
         253,176



     Short-term investments                                                                                                       2,532                                104



     Accounts receivable                                                                                                         13,001                             11,678



     Loans to affiliate                                                                                                                                            36,100



     Prepaid expenses and other                                                                                                  36,519                             44,869



     Gross investment in lease                                                                                                   44,348                             35,478



     Fair value of financial instruments                                                                                            113



                                                                                                                                 453,840                            381,405





     Vessels                                                                                                                  5,926,274                          4,390,854



     Vessels under construction                                                                                                                                   146,362



     Gross investment in lease                                                                                                  817,631                            687,896



     Goodwill                                                                                                                    75,321                             75,321



     Other assets                                                                                                               204,931                            196,304



                                                                                                                         $
        7,477,997                   $
         5,878,142




     Liabilities, Puttable Preferred Shares and Shareholders' Equity



     Current liabilities:



     Accounts payable and accrued liabilities                                                                              $
        70,211                      $
         63,220



     Current portion of deferred revenue                                                                                         55,915                             55,367



     Current portion of long-term debt                                                                                          722,641                            257,800



     Current portion of long-term obligations under capital lease                                                                48,384                             43,912



     Current portion of other long-term liabilities                                                                              32,243                             23,635



                                                                                                                                 929,394                            443,934





     Deferred revenue                                                                                                           376,884                            328,681



     Long-term debt                                                                                                           2,764,900                          2,192,833



     Long-term obligations under capital lease                                                                                  591,372                            595,016



     Other long-term liabilities                                                                                                180,157                            199,386



     Fair value of financial instruments                                                                                        127,172                            168,860



                                                                                                                               4,969,879                          3,928,710





     Puttable preferred shares                                                                                                   48,139





     Shareholders' equity:



     Share capital                                                                                                                2,102                              1,646



     Treasury shares                                                                                                              (371)                             (377)



     Additional paid in capital                                                                                               3,126,457                          2,752,988



     Deficit                                                                                                                  (645,638)                         (781,137)



     Accumulated other comprehensive loss                                                                                      (22,571)                          (23,688)



                                                                                                                               2,459,979                          1,949,432



                                                                                                                         $
        7,477,997                   $
         5,878,142


                                                                               
              
                SEASPAN CORPORATION
                                                                       UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                                                                        FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2018 AND 2017
                                                                     (IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)




                                                  Quarter Ended                                        Year Ended

                                                   December 31,                                        December 31,



                                         2018                                          2017                                            2018 2017






     Revenue                                    $
              294,912                                                   $
              214,381          $
           1,096,331     $
            831,324





     Operating expenses:



     Ship operating                                          55,594                                                                48,108                     219,270               183,916


      Cost of services, supervision fees                                                                                              650                                            1,300


      Depreciation and amortization                           64,716                                                                50,359                     245,801               199,938


      General and administrative                               7,071                                                                11,082                      31,565                40,091



     Operating leases                                        33,176                                                                30,554                     129,747               115,544


      Expenses related to customer
       bankruptcy                                                                                                                                                                   1,013



     Gain on disposals                                                                                                           (6,998)                                        (13,604)



                                                             160,557                                                               133,755                     626,383               528,198






     Operating earnings                                     134,355                                                                80,626                     469,948               303,126




      Other expenses (income):


      Interest expense and amortization
       of deferred                                            57,587                                                                31,328                     212,065               116,389

     financing fees



     Interest income                                        (1,304)                                                              (1,113)                    (4,197)              (4,558)


      Acquisition related gain on
       contract settlement                                                                                                                                   (2,430)


      Change in fair value of financial
       instruments                                            14,285                                                               (6,840)                   (15,490)               12,631


      Equity income on investment                                                                                                 (1,796)                    (1,216)              (5,835)



     Other expenses                                             690                                                                   494                       2,418                 9,262



                                                              71,258                                                                22,073                     191,150               127,889





                   Net earnings               $
     
                63,097                                       $
              
                58,553       $
      
             278,798 $
     
              175,237




      Dividends -preferred shares                           (18,163)                                                             (16,163)                   (71,229)             (64,476)



      Net earnings attributable to
       common shares                              $
              44,934                                                    $
              42,390            $
           207,569     $
            110,761





      Weighted average number of shares,
       basic                                                 177,269                                                               127,385                     154,848               117,524


      Effect of dilutive securities:


      Share-based compensation                                   132                                                                   127                          91                    81



     Fairfax warrants                                           937                                                                                            3,129



      Weighted average number of shares,
       diluted                                               178,338                                                               127,512                     158,068               117,605





      Earnings per share, basic                     $
              0.25                                                      $
              0.34               $
           1.34        $
            0.94



      Earnings per share, diluted                   $
              0.25                                                      $
              0.34               $
           1.31        $
            0.94


                                                                          
              
                SEASPAN CORPORATION
                                                                   UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                                   FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2018 AND 2017
                                                                                  (IN THOUSANDS OF US DOLLARS)




                                                 Quarter Ended                                  Year Ended

                                                  December 31,                                  December 31,



                                       2018                                    2017                                           2018          2017





                  Net earnings              $
     
                63,097                                $
              
                58,553  $
     
     278,798  $
     
     175,237




     Other comprehensive income:


     Amounts reclassified to net
      earnings during the period                               270                                                            380         1,117         2,859



     relating to cash flow
      hedging instruments




                  Comprehensive income      $
     
                63,367                                $
              
                58,933  $
     
     279,915  $
     
     178,096


                                                                                                                                                          
              
                SEASPAN CORPORATION
                                                                                                                                                        UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                   FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2018 AND 2017
                                                                                                                                                                  (IN THOUSANDS OF US DOLLARS)




                                                                                                                                                                   Quarter Ended                                
              
      Year Ended

                                                                                                                                                                   December 31,                                 
              
      December 31,



                                                                                                                                                                            2018                                      2017                        2018            2017




     Cash from (used in):



     Operating activities:



     Net earnings                                                                                                                                                                         $
              63,097                           $
         58,553  $
         278,798  $
          175,237



     Items not involving cash:



     Depreciation and amortization                                                                                                                                                                    64,716                                  50,359         245,801          199,938



     Share-based compensation                                                                                                                                                                          1,229                                   5,149           3,134           17,526



     Amortization of deferred financing fees, debt discount                                                                                                                                            5,664                                   3,081          19,947           11,899



     and fair value of long-term debt



     Amounts reclassified from other comprehensive                                                                                                                                                        79                                     103             333            1,927



     loss to interest expense



     Unrealized change in fair value of financial instruments                                                                                                                                          5,389                                (19,392)       (57,445)        (44,060)



     Acquisition related gain on contract settlement                                                                                                                                                                                                       (2,430)



     Equity income on investment                                                                                                                                                                                                            (1,796)        (1,216)         (5,835)



     Amortization of acquired revenue contracts                                                                                                                                                        2,656                                   1,329           8,117            4,511



     Operating leases                                                                                                                                                                                (5,902)                                (5,911)       (23,594)        (22,589)



     Gain on disposals                                                                                                                                                                                                                      (6,998)                       (13,604)



     Other                                                                                                                                                                                                 4                                     116              16            6,690



     Changes in assets and liabilities                                                                                                                                                                12,416                                   4,358          12,390          (8,421)




     Cash from operating activities                                                                                                                                                                  149,348                                  88,951         483,851          323,219






     Financing activities:



     Common shares issued, net of issuance costs                                                                                                                                                                                             39,598                         118,966



     Preferred shares issued, net of issuance costs                                                                                                                                                     (40)                                  2,690         144,375            2,690



     Draws on credit facilities                                                                                                                                                                                                                            325,600



     Repayment of credit facilities                                                                                                                                                                (109,002)                              (185,553)      (469,662)       (455,005)



     2025 Notes and 2018 Warrants issued                                                                                                                                                                                                                   250,000



     Senior unsecured notes issued                                                                                                                                                                                                           80,000                          80,000



     Draws on long-term obligations under capital lease                                                                                                                                                                                      39,923          46,964          176,254



     Repayment of long-term obligations under                                                                                                                                                       (12,468)                                (6,706)       (48,140)        (26,198)



     capital lease



     Common shares repurchased, including



     related expenses



     Senior unsecured notes repurchased, including                                                                                                                                                  (17,529)                                (3,953)       (17,529)         (7,075)



     related expenses



     Proceeds from exercise of 2018 Warrants                                                                                                                                                                                                               250,000



     Redemption of Series F preferred shares                                                                                                                                                                                                             (143,430)



     Financing fees                                                                                                                                                                                    (254)                                (5,054)       (16,122)         (8,226)



     Dividends on common shares                                                                                                                                                                     (21,580)                                (8,419)       (49,937)        (61,830)



     Dividends on preferred shares                                                                                                                                                                  (16,085)                               (16,103)       (65,765)        (64,416)



     Net proceeds from sale-leaseback of vessels                                                                                                                                                                                                                            90,753




     Cash from (used in) financing activities                                                                                                                                                      (176,958)                               (63,577)        206,354        (154,087)






     Investing activities:



     Expenditures for vessels                                                                                                                                                                        (2,562)                              (102,793)      (318,740)       (338,518)



     Short-term investments                                                                                                                                                                             (27)                                               (2,428)             307



     Net proceeds from vessel disposals                                                                                                                                                                                                      18,753                          37,091



     Loans to affiliate                                                                                                                                                                                  427                                   (546)                        (2,677)



     Repayment of loans to affiliate                                                                                                                                                                                                            546                          22,325



     Other assets                                                                                                                                                                                    (3,927)                                (2,488)        (1,417)         (2,384)



     Acquisition of GCI                                                                                                                                                                                                                                  (333,581)



     Cash acquired from GCI acquisition                                                                                                                                                                                                                     70,121




     Cash used in investing activities                                                                                                                                                               (6,089)                               (86,528)      (586,045)       (283,856)






     Increase (decrease) in cash, cash equivalents and restricted cash                                                                                                                              (33,699)                               (61,154)        104,160        (114,724)



     Cash, cash equivalents and restricted cash, beginning of period                                                                                                                                 405,095                                 328,390         267,236          381,960




     Cash, cash equivalents and restricted cash, end of period                                                                                                                           $
              371,396                          $
         267,236  $
         371,396  $
          267,236








     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:


                                                                                                                                                                   December 31,



                                                                                                                                                                            2018                                      2017




     Cash and cash equivalents                                                                                                                                                           $
              357,327                          $
         253,176



     Restricted cash included in other assets                                                                                                                                                         14,069                                  14,060




     Total cash, cash equivalents and restricted cash shown in the                                                                                                                       $
              371,396                          $
         267,236




     consolidated statements of cash flows

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;
    --  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;
    --  the value of Seaspan's vessels and other factors or events that trigger
        impairment assessments or results;
    --  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 Islands, 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 Seaspan's 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
Seaspan Corporation
Tel. +1-778-328-5340
Email: mborys@seaspanltd.ca

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SOURCE Seaspan Corporation