Seaspan Reports Second Quarter 2019 Results

Closes innovative $1 billion portfolio financing program, and finishes the quarter with over $868 million of liquidity

Revising guidance upward on stronger than expected first half performance

HONG KONG, China, Aug. 7, 2019 /PRNewswire/ - Seaspan Corporation ("Seaspan") (NYSE: SSW) announced today its financial results for the three and six months ended June 30, 2019.

Highlights for the Second Quarter and First Half of 2019:

    --  Closed innovative new $1.0 billion portfolio financing program
    --  Achieved vessel utilization of 98.7% for the second quarter and 98.4%
        for the first half
    --  Operating earnings of $110.4 million for the second quarter and $454.5
        million for the first half
    --  Earnings per diluted share of $0.10 for the second quarter and $1.34 for
        the first half; changes in fair value of financial instruments
        contributed a loss of $0.07 per diluted share for the second quarter and
        a loss of $0.07 per diluted share for the first half
    --  Cash flow from operations of $369.9 million for the second quarter and
        $499.2 million for the first half

Mid-Year Guidance Update for Full Year 2019:

    --  Revenue in the range of $1,115.0 million to $1,120.0 million; lower end
        of range raised by $15.0 million from $1,100.0 million
    --  Ship Operating Expense in the range of $240.0 million to $245.0 million;
        higher end of range reduced by $5.0 million from $250.0 million
    --  Operating Lease Expense in the range of $155.0 million to $160.0
        million; higher end of range reduced by $5.0 million from $165.0 million
    --  General and Administrative Expense in the range of $30.0 million to
        $35.0 million; guidance range reaffirmed

Effective second quarter 2019, Seaspan expects to revise annual guidance with each second quarter earnings release. Annual guidance will not otherwise be revised unless adjusting for a material event.

Comments from Management

Bing Chen, President and Chief Executive Officer, commented, "I'm proud of our team for delivering another stronger than expected second quarter operating results. Our continued drive for operational excellence allowed us to deliver better than anticipated operating earnings, while investing in and building on our integrated platform to consistently enhance our customer centric approach. In particular, we've continued to sign multi-year contracts with customers, maintaining our industry leading utilization rate of 98.7%. Our team is building a solid track record for executing on the promises we have made to our customers, employees, financing partners and our shareholders."

Ryan Courson, Chief Financial Officer, said, "The closing of our innovative $1 billion portfolio financing program this quarter marked an important step toward reshaping our capital structure. Beyond an improved cost of debt and maturity profile, this structure provides us with significant financial flexibility to optimize Seaspan's capital structure going forward, while simplifying and consolidating our credit facilities. With the foundation now laid for growth, we intend to continue executing on capital allocation opportunities to drive shareholder value."

Significant Developments During the Quarter Ended June 30, 2019

$1 Billion Portfolio Financing Program

On May 15, 2019, Seaspan entered into a credit agreement with a syndicate of lenders for a $1.0 billion secured credit facility (the "Program"), which consists of a $200.0 million revolving credit facility and an $800.0 million term loan facility. The Program is secured by a portfolio of vessels (the "Collateral Pool") and bears interest at LIBOR plus 2.25% per annum. The revolving credit facility is available for three years, after which it converts to, and forms part of, the term loan facility, which matures on May 15, 2024. The Program can be increased to an aggregate amount of up to $2.0 billion through additional commitments from lenders, execution of additional secured loan agreements and/or issuing private placement notes, in each case with a corresponding expansion of the Collateral Pool.

Under the Program, Seaspan may add, substitute and remove vessels from the Collateral Pool during the term, subject to a borrowing base, portfolio concentration limits, absence of defaults and compliance with financial covenants and certain negative covenants.

As of June 30, 2019, Seaspan had drawn $874.0 million under the Program and used the proceeds to prepay, in full or in part, credit facilities and for general corporate purposes.

For additional information about this financing, please read the Report on Form 6-K furnished to the SEC on May 16, 2019.

Unencumbered Vessels

As of August 7, 2019, Seaspan had 43 unencumbered vessels, four of which are pending completion of collateral release documentation.

Subsequent Events

Debt Repayment

In July 2019, Seaspan prepaid $231.3 million of the remaining principal balances of three secured term loan facilities. As a result of the prepayments, three vessels were unencumbered, one of which is pending completion of collateral release documentation.

In August 2019, Seaspan prepaid $17.2 million of the remaining principal balance of one secured term loan facility. As a result of the prepayment, three vessels were unencumbered, pending completion of collateral release documentation.

As of June 30, 2019, $135.8 million of the debt repayments made subsequent to the end of the period were classified as current liabilities due to the issuance of voluntary irrevocable prepayment notices by Seaspan.

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 July 30, 2019 to shareholders of record as at the close of business on July 22, 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 August 7, 2019, there were 215.7 million Class A Common Shares outstanding.

Results for the Three and Six Months Ended June 30, 2019

Financial Results

The following table summarizes Seaspan's consolidated financial results for the three and six months ended June 30, 2019 and 2018:



            
              Financial Summary                                                      Three Months Ended                  Six Months Ended


            
              (in millions of US dollars, except earnings per            
          
          June 30,              
     
        June 30,
    share amount)



                                                                                     2019                         2018                       2019          2018






            Revenue                                                                        $
          275.4                  $
        281.7              $
       560.7  $
     506.4



            Ship operating expense                                                                  55.9                         58.8                   113.6     108.3



            Depreciation and amortization expense                                                   63.4                         62.1                   125.9     116.0



            General and administrative expense                                                       6.9                          9.1                    15.7      16.3



            Operating lease expense                                                                 38.8                         32.3                    78.0      63.5



            Income related to modification of time charters                                                                                           227.0



            Operating earnings                                                                     110.4                        119.4                   454.5     202.2



            Interest expense and amortization of deferred 
            financing fees                   50.4                         55.4                   106.5      93.4



            Net earnings                                                                            40.0                         68.0                   325.3     135.7



            Net earnings to common shareholders                                                     21.8                         49.2                   288.9      99.2



            Earnings per share, diluted                                                             0.10                         0.34                    1.34      0.71



            Cash from operating activities                                                         369.9                        125.4                   499.2     205.4

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 191 days and 1,791 days for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The increase for the three months ended June 30, 2019 was due to the 2018 vessel deliveries. The increase for the six months ended June 30, 2019 was primarily due to the period contribution from the addition of 16 vessels acquired through the acquisition of Greater China Intermodal Investments LLC ("GCI"), which contributed 1,152 days, with the remainder due to the 2018 vessel deliveries.

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

The following table summarizes Seaspan's vessel utilization for the three and six months ended June 30, 2019 and for each quarter for the 24 months ended June 30, 2019:


                                       2017                 2018    2019                 Six Months Ended
                                                                                June 30,



                                         Q3       Q4    Q1       Q2          Q3                       Q4    Q1           Q2  2018      2019




     
                Vessel Utilization:



     Ownership Days(1)                     8,148     7,905            8,030                          9,546        9,844         9,844            9,630      9,737       17,576       19,367



     Less Off-hire Days:



     Scheduled Dry-Docking                                          (104)                                       (8)         (22)            (13)       (54)       (104)         (67)



     Unscheduled Off-hire(2)               (254)    (319)           (149)                         (137)       (146)        (240)           (166)       (71)       (286)        (237)




     Operating Days(1)                     7,894     7,586            7,777                          9,409        9,690         9,582            9,451      9,612       17,186       19,063




     
                Vessel Utilization        96.9      96.0             96.8                           98.6         98.4          97.3             98.1       98.7         97.8         98.4


                                                %        %               %                             %           %            %               %          %           %            %



     _______________________________


                       
              (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 six months ended June 30, 2019, compared with the same period in 2018. The increase for the six months ended June 30, 2019 was primarily due to a decrease in the number of unscheduled off-hire days and scheduled off-hire days for dry-docking.

During the six months ended June 30, 2019, Seaspan completed dry-docking for one 10000 TEU vessel, one 9600 TEU vessel, two 5100 TEU vessels, one 4250 TEU vessel, and one 2500 TEU vessel.

Revenue

Revenue decreased by 2.2% to $275.4 million and increased by 10.7% to $560.7 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The decrease in revenue for the three months ended June 30, 2019 was primarily due to the changes in the daily charter hire rates of seven rechartered vessels. In the first quarter, these time charters were modified and Seaspan recognized $227.0 million of income from modification of time charters, which was received on April 1, 2019. These seven charters have been rechartered to other customers, pursuant to new time charters at market rate. The increase in revenue for the six months ended June 30, 2019 was primarily due to the period contribution of additional operating days from the acquisition of vessels from the GCI transaction and 2018 vessel deliveries.

The increase in operating days and the related financial impact thereof for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018, is attributable to the following:


                                                                               
         
        Three Months Ended                                       
       
       Six Months Ended

                                                                                  
         
        June 30, 2019                                           
       
       June 30, 2019



                                                                           Ownership                          Operating        
      
               $ Impact                      Ownership                   Operating           
      
               $ Impact
                                                                     Days                                                                                           Days
                                                                    Impact                                   Days Impact                  (in millions             Impact                              Days Impact                     (in millions

                                                                                                                                              of US                                                                                        of US
                                                                                                                                 dollars)                                                                                     dollars)




     Full period contribution from 2018 vessel 
            deliveries                   191                                  191                                                             $
          5.8                  639                              639      $
           17.3



     Addition of 16 vessels from acquisition of GCI                                                                                                                                                               1,152                            1,152               42.9



     Changes in daily charter hire rates and recharters                                                                                                                                      (10.2)                                                                 (5.3)



     Unscheduled off-hire                                                                                                 66                                                                     0.7                                                   49                0.6



     Scheduled off-hire                                                                                                 (54)                                                                  (1.7)                                                  37              (0.1)



     Other                                                                                                                                                                                    (0.9)                                                                 (1.1)




     
                Total                                                              191                                  203                                                        $
     
           (6.3)               1,791                            1,877  $
     
             54.3

Ship Operating Expense

Ship operating expense decreased by 4.8% to $55.9 million and increased by 4.9% to $113.6 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The decrease for the three months ended June 30, 2019 is primarily due to cost saving initiatives. The increase for the six months ended June 30, 2019 was primarily due to an increase in ownership days from the period contribution of the acquisition of vessels from the GCI transaction and 2018 vessel deliveries.

The following table summarizes Seaspan's operating cost per operating day for the three and six months ended June 30, 2019 and for each quarter for the 24 months ended June 30, 2019:


                                                                           2017                                   2018                     2019                          Six Months Ended
                                                                                                                                                                June 30,



                                                                             Q3               Q4               Q1      Q2               Q3              Q4                                        Q1       Q2               2018         2019




              
                Operating Cost:



              Ownership Days(1)                                                        8,148            7,905                    8,030                   9,546                                      9,844            9,844                  9,630         9,737        17,576        19,367



              Vessel Operating Costs 
            (in millions of US dollars)           $
      45.4         $
      48.1                 $
      49.5              $
        58.8                                $
         55.4         $
      55.6           $
          57.7      $
      55.9     $
      108.3     $
      113.6




              
                Operating Cost per                                  $
     
        5,569    $
     
        6,086            $
     
        6,170         $
     
          6,156                           $
     
           5,624    $
     
        5,648      $
     
            5,993 $
     
        5,743 $
     
        6,163 $
     
        5,867
    Ownership Day



     _____________________________



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

Ship operating cost per ownership day decreased by 6.7% to $5,743 and by 4.8% to $5,867 for the three and six months ended June 30, 2019, respectively, compared to the same periods in 2018.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by 2.1% to $63.4 million and by 8.5% to $125.9 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The increase was primarily due to an increase in ownership days from the period contribution of the acquisition of vessels from the GCI transaction and 2018 vessel deliveries.

General and Administrative Expense

General and administrative expense decreased by 24.4% to $6.9 million and by 4.2% to $15.7 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The decrease for the three months ended was primarily due to transition payments paid to the former CFO in 2018. For the six months ended June 30, 2019, this decrease was partially offset by higher share-based compensation expenses and higher professional fees.

Operating Lease Expense

Operating lease expense increased by 20.0% to $38.8 million and by 22.8% to $78.0 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The increase was primarily due to the amortization of deferred gains related to Seaspan's vessel sale-leaseback transactions, which are no longer recognized through operating leases. Upon adoption of Accounting Standards Update 2016-02 "Leases" on January 1, 2019, the remaining balance of these deferred gains were recognized through opening deficit as a cumulative adjustment.

Interest Expense and Amortization of Deferred Financing Fees

The following table summarizes Seaspan's borrowings:


                   (in
                    millions
                    of US
                    dollars)  
           
         June 30,



                              2019                          2018



     Long-term
      debt,
      excluding
      deferred
      financing
      fees:


     Revolving
      credit
      facilities                          $
              634.0           $
       821.5


     Term loan
      credit
      facilities                                    2,022.3              2,457.7


     Senior
      unsecured
      notes                                            80.0                417.9


     Fairfax
      Notes                                           500.0                250.0


     Debt
      discount
      and fair
      value
      adjustment                                    (160.9)              (75.7)


     Long-term
      obligations
      under
      other
      financing
      arrangements,
      excluding

                deferred
      financing
      fees                                            622.4                672.5



                  Total
                   borrowings      $
       
               3,697.8      $
     
        4,543.9

Interest expense and amortization of deferred financing fees decreased by $5.0 million to $50.4 million and increased by $13.1 million to $106.5 million for the three and six months ended June 30, 2019, respectively, compared with the same periods in 2018. The decrease for the three months ended June 30, 2019 was primarily due to the early repayments of long-term debt partially offset by the issuance of the Fairfax Notes. The increase for the six months ended June 30, 2019 was primarily due to the issuance of the Fairfax Notes and debt assumed in connection with the acquisition of GCI.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments resulted in a loss of $14.5 million and $15.6 million for the three and six months ended June 30, 2019, respectively. The losses were primarily due to a decrease in the forward LIBOR curve as it relates to interest swaps. Included in the change in fair value is an unrealized loss of $6.5 million for the three months ended June 30, 2019 and negligible for the six months ended June 30, 2019, compared with an unrealized gain of $18.3 million and $48.9 million for the three and six months ended June 30, 2018, respectively. The unrealized losses on the interest rate swaps for three and six months ended June 30, 2019 were partially offset by unrealized gains on the put options related to the Fairfax Notes.

Liquidity and Unencumbered Vessels

As of June 30, 2019, Seaspan had total liquidity of $868.4 million, consisting of $592.4 million of cash and cash equivalents and $276.0 million available under its revolving credit facilities. Additionally, as of August 7, 2019, Seaspan's unencumbered asset pool included 43 vessels, four of which are pending completion of collateral release documentation.



     
         
               As of August 7, 2019

                    ---

         TEU Class                          Vessel
                                                Count
                                                 (1)

     ---

               2500                                 12


               3500                                  2


               4250                                 20


               8500                                  2


               9600                                  2


              10000                                  2


              13100                                  1


              14000                                  2



              Total                                43


              _________________


               (1)  Includes vessels securing debt which were
                repaid in July and August 2019, four of which are
                pending completion of collateral release
                documentation.

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 seven 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



       SSWA            7.125% Senior Unsecured Notes
                         due 2027



       SSW25           5.500% Senior Notes due 2025


       SSW26           5.500% Senior Notes due 2026

Conference Call and Webcast

Seaspan will host a conference call and webcast presentation for investors, analysts, and interested parties to discuss its second quarter results on August 7, 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 (conference ID: 1359637). 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: 1359637).


                                                      
              
                SEASPAN CORPORATION


                                               
            
                UNAUDITED CONSOLIDATED BALANCE SHEETS


                                             
            
                AS OF JUNE 30, 2019 AND DECEMBER 31, 2018


                                                 
              
                (IN THOUSANDS OF US DOLLARS)




                                                   June 30, 2019                                             December 31, 2018




     Assets



     Current assets:



     Cash and cash equivalents                                             $
              592,414                                  $
        357,327



     Short-term investments                                                                105                                          2,532



     Accounts receivable                                                                 9,683                                         13,001



     Prepaid expenses and other                                                         33,927                                         36,519



     Gross investment in lease                                                          44,469                                         44,348


      Fair value of financial instruments                                                                                                 113



                                                                                        680,598                                        453,840





     Vessels                                                                         5,816,642                                      5,926,274



     Right-of-use assets                                                             1,013,599



     Gross investment in lease                                                         795,518                                        817,631



     Goodwill                                                                           75,321                                         75,321



     Other assets                                                                      180,719                                        204,931



                                                                          $
              8,562,397                                $
        7,477,997



      Liabilities, Puttable Preferred Shares
       and Shareholders' Equity



     Current liabilities:


      Accounts payable and accrued
       liabilities                                                                       74,720                                         70,211


      Current portion of deferred revenue                                                52,312                                         55,915


      Current portion of long-term debt                                                 350,367                                        722,641


      Current portion of operating lease
       liabilities                                                                      162,437


      Current portion of long-term
       obligations under other financing
       arrangements                                                                     146,695                                         48,384


      Current portion of other long-term
       liabilities                                                                        7,833                                         32,243



                                                                                        794,364                                        929,394





     Deferred revenue                                                                  360,170                                        376,884



     Long-term debt                                                                  2,692,040                                      2,764,900



     Operating lease liabilities                                                       838,678


      Long-term obligations under other
       financing arrangements                                                           468,755                                        591,372



     Other long-term liabilities                                                        15,508                                        180,157


      Fair value of financial instruments                                               138,790                                        127,172



                                                                                      5,308,305                                      4,969,879





     Puttable preferred shares                                                          48,969                                         48,139





     Shareholders' equity:



     Share capital                                                                       2,490                                          2,102



     Treasury shares                                                                     (374)                                         (371)



     Additional paid in capital                                                      3,450,025                                      3,126,457



     Deficit                                                                         (224,965)                                     (645,638)


      Accumulated other comprehensive loss                                             (22,053)                                      (22,571)



                                                                                      3,205,123                                      2,459,979



                                                                          $
              8,562,397                                $
        7,477,997



                                                                                                 
              
                SEASPAN CORPORATION


                                                                                      
           
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                  
          
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018


                                                                                    
          
                (IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)




                                                                                        Three Months Ended                                                    Six Months Ended

                                                                           
            
            June 30,                                     
              
                June 30,



                                                                            2019                                                 2018                                                2019                   2018






     Revenue                                                                            $
              275,420                                                     $
              281,662          $
            560,743      $
            506,438





     Operating expenses (income):



     Ship operating                                                                                  55,921                                                                  58,766                    113,630                108,315



     Depreciation and amortization                                                                   63,427                                                                  62,107                    125,924                116,032



     General and administrative                                                                       6,863                                                                   9,073                     15,662                 16,346



     Operating leases                                                                                38,803                                                                  32,329                     78,036                 63,523



     Income related to modification of time charters                                                                                                                                               (227,000)



                                                                                                     165,014                                                                 162,275                    106,252                304,216






     Operating earnings                                                                             110,406                                                                 119,387                    454,491                202,222





     Other expenses (income):



     Interest expense and amortization of deferred financing fees                                    50,414                                                                  55,401                    106,465                 93,350



     Interest expense related to amortization of debt 
              discount                             4,437                                                                   1,865                      8,471                  2,897



     Interest income                                                                                (3,131)                                                                  (495)                   (6,281)               (1,765)



     Refinancing expenses                                                                             3,215                                                                                             3,215



     Acquisition related gain on contract settlement                                                                                                                                                                       (2,430)



     Change in fair value of financial instruments                                                   14,449                                                                 (5,927)                    15,593               (25,249)



     Equity income on investment                                                                                                                                                                                           (1,216)



     Other expenses                                                                                   1,058                                                                     530                      1,749                    906



                                                                                                      70,442                                                                  51,374                    129,212                 66,493






     
                Net earnings                                                  $
          
                39,964                                         $
              
                68,013      $
     
              325,279  $
     
              135,729





     Dividends - preferred shares                                                                  (18,171)                                                               (18,830)                  (36,338)              (36,568)




     Net earnings attributable to common shares                                          $
              21,793                                                      $
              49,183          $
            288,941       $
            99,161






     Weighted average number of shares, basic                                                       216,044                                                                 137,311                    212,821                135,664



     Effect of dilutive securities:



     Share-based compensation                                                                           572                                                                     475                        341                    301



     Fairfax warrants                                                                                 4,095                                                                   8,324                      2,914                  4,162




     Weighted average number of shares, diluted                                                     220,711                                                                 146,110                    216,076                140,127






     Earnings per share, basic                                                             $
              0.10                                                        $
              0.36             $
            1.36         $
            0.73




     Earnings per share, diluted                                                           $
              0.10                                                        $
              0.34             $
            1.34         $
            0.71



                                                                          
           
                SEASPAN CORPORATION


                                                             
          
           UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                                             
          
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018


                                                                        
         
                (IN THOUSANDS OF US DOLLARS)




                                                                             Three Months Ended                                        Six Months Ended

                                                                                  June 30,                                
              
         June 30,



                                                               2019                                              2018                                        2019            2018






     Net earnings                                                            $
              39,964                                          $
              68,013          $
     325,279      $
     135,729





     Other comprehensive income:



     Amounts reclassified to net earnings during the period                                 258                                                         276                 518             576

     relating to cash flow hedging instruments






     
                Comprehensive income                               $
         
                40,222                                    $
       
                68,289      $
     
       325,797  $
     
       136,305



                                                                                                                                                                         
              
                SEASPAN CORPORATION


                                                                                                                                                           
              
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                                                      
              
                FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018


                                                                                                                                                                    
              
                (IN THOUSANDS OF US DOLLARS)




                                                                                                                                                                                         Three Months Ended                                     Six Months Ended

                                                                                                                                                                   
              
                June 30,                                
        
        June 30,



                                                                                                                                                                       2019                                                  2018                                2019            2018




     Cash from (used in):



     Operating activities:



     Net earnings                                                                                                                                                                    $
              39,964                                   $
              68,013         $
         325,279  $
          135,729



     Items not involving cash:



     Depreciation and amortization                                                                                                                                                               63,427                                               62,107                125,924          116,032



     Amortization of right-of-use assets                                                                                                                                                         27,890                                                                     55,407



     Share-based compensation                                                                                                                                                                       818                                                  923                  1,962            1,550



     Amortization of deferred financing fees, debt discount and fair value of long-term debt                                                                                                      7,770                                                4,478                 14,886            8,557



     Amounts reclassified from other comprehensive income to interest expense                                                                                                                        74                                                   86                    149              174



     Unrealized change in fair value of financial instruments                                                                                                                                     6,526                                             (18,310)                    15         (48,909)



     Acquisition related gain on contract settlement                                                                                                                                                                                                                                      (2,430)



     Equity income on investment                                                                                                                                                                                                                                                          (1,216)



     Deferred gain on sale-leasebacks                                                                                                                                                                                                               (4,998)                              (11,109)



     Amortization of acquired revenue contracts                                                                                                                                                   3,772                                                6,250                  5,819            7,359



     Refinancing expenses                                                                                                                                                                         3,215                                                                      3,215



     Other                                                                                                                                                                                        (389)                                               (356)                 (737)           (689)



     Changes in assets and liabilities                                                                                                                                                          216,841                                                7,237               (32,670)             306




     Cash from operating activities                                                                                                                                                             369,908                                              125,430                499,249          205,354






     Financing activities:



     Repayment of credit facilities                                                                                                                                                           (621,363)                                            (71,165)             (909,715)       (134,744)



     Draws on credit facilities                                                                                                                                                                 618,993                                              225,600                618,993          325,600



     Fairfax Notes and warrants issued                                                                                                                                                                                                                                    250,000          250,000



     Draws on long-term obligations under other financing arrangements                                                                                                                                                                                                                     46,964



     Repayments on long-term obligations under other financing arrangements                                                                                                                    (12,666)                                            (12,264)              (25,217)        (23,307)



     Senior unsecured notes repurchased, including related expenses                                                                                                                                                                                                       (8,998)



     Repayments on senior unsecured notes                                                                                                                                                     (311,398)                                                                 (311,398)



     Proceeds from exercise of warrants                                                                                                                                                                                                                                   250,000



     Financing fees                                                                                                                                                                            (14,664)                                             (7,983)              (15,729)        (13,115)



     Dividends on common shares                                                                                                                                                                (26,640)                                             (9,484)              (48,459)        (18,809)



     Dividends on preferred shares                                                                                                                                                             (17,719)                                            (18,394)              (35,438)        (34,960)




     Cash from (used in) financing activities                                                                                                                                                 (385,457)                                             106,310              (235,961)         397,629






     Investing activities:



     Expenditures for vessels                                                                                                                                                                   (4,737)                                           (281,107)               (6,278)       (301,013)



     Short-term investments                                                                                                                                                                                                                         (2,400)                 2,426          (2,296)



     Other assets                                                                                                                                                                               (1,591)                                                (80)               (5,706)           2,711



     Loans to affiliate                                                                                                                                                                                                                                                                     (427)



     Payments on settlement of interest swap agreements                                                                                                                                        (10,486)                                            (12,238)              (17,230)        (22,602)



     Acquisition of GCI                                                                                                                                                                                                                                                                 (333,581)



     Cash acquired from GCI acquisition                                                                                                                                                                                                                                                    70,121




     Cash used in investing activities                                                                                                                                                         (16,814)                                           (295,825)              (26,788)       (587,087)






     Increase (decrease) in cash, cash equivalents and restricted cash                                                                                                                         (32,363)                                            (64,085)               236,500           15,896



     Cash, cash equivalents and restricted cash, beginning of period                                                                                                                            640,259                                              347,217                371,396          267,236




     Cash, cash equivalents and restricted cash, end of period                                                                                                                      $
              607,896                                  $
              283,132         $
         607,896  $
          283,132








     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:




                                                                                                                                                                   
              
                June 30,



                                                                                                                                                                       2019                                                  2018




     Cash and cash equivalents                                                                                                                                                      $
              592,414                                  $
              269,070



     Restricted cash included in other assets                                                                                                                                                    15,482                                               14,062




     Total cash, cash equivalents and restricted cash shown in the 
              consolidated statements of cash flows                                                                 $
              607,896                                  $
              283,132

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, without limitation, Seaspan's financial guidance and 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 as well as the likelihood of consummating any such
        transaction;
    --  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 and exemption from tax on China-sourced international
        transportation service 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, 2018 on Form 20-F filed on March 26, 2019 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