Announces 33% Increase to Common Share Quarterly Dividend Effective First Quarter 2012 to $0.25 Per Common Share and up to $50 Million Share Repurchase Program
HONG KONG, CHINA – Feb. 29, 2012 /CNW/ – Seaspan Corporation (NYSE:SSW) announced today its financial results for the quarter and year ended December 31, 2011. Below is a summary of Seaspan's key financial results:
Summary of Key Financial Results (in thousands of USD):
Quarter Ended
December 31, Change
------------------------------------------
2011 2010 $ %
------------------------------------------
Reported net earnings $ 23,517 $ 141,590 $ (118,073) (83.4%)
Normalized net earnings(1) $ 35,453 $ 26,954 $ 8,499 31.5%
Earnings per share, basic $ 0.13 $ 1.96 $ (1.83) (93.4%)
Earnings per share, diluted $ 0.13 $ 1.60 $ (1.47) (91.9%)
Normalized earnings per share,
converted(1) (Series A preferred
shares converted at $15) $ 0.31 $ 0.31 $ - -
Cash available for distribution
to common shareholders(2) $ 65,564 $ 55,117 $ 10,447 19.0%
Adjusted EBITDA(3) $ 118,376 $ 85,390 $ 32,986 38.6%
Year Ended December 31, Change
----------------------------------------------
2011 2010 $ %
----------------------------------------------
Reported net loss $ (83,400) $ (87,747) $ 4,347 5.0%
Normalized net earnings(1) $ 123,407 $ 94,991 $ 28,416 29.9%
Loss per share, basic and
diluted $ (2.04) $ (1.70) $ (0.34) (20.0%)
Normalized earnings per share,
converted(1) (Series A
preferred shares converted
at $15) $ 1.08 $ 1.12 $ (0.04) (3.6%)
Cash available for
distribution to common
shareholders(2) $ 233,926 $ 193,389 $ 40,537 21.0%
Adjusted EBITDA(3) $ 416,406 $ 289,501 $ 126,905 43.8%
(1) Normalized net earnings and normalized earnings per share are non-GAAP measures that are adjusted for items such as the change in fair value of financial instruments, interest expense, interest expense at the hedged rate, loss on vessels, organizational development costs and certain other items that Seaspan believes are not representative of its operating performance. Normalized earnings per share, converted, reflects normalized earnings per share on a pro-forma basis on the assumption that Seaspan's outstanding Series A preferred shares are converted at $15.00 per share. Please read "Reconciliation of Non-GAAP Financial Measures for the Quarters and Years Ended December 31, 2011 and 2010 – Description of Non-GAAP Financial Measures – B. Normalized Net Earnings and Normalized Earnings per Share" for a description of normalized net earnings and normalized earnings per share and normalized earnings per share, converted, and for reconciliations of these measures to net earnings and earnings per share, respectively.
(2) Cash available for distribution to common shareholders is a non-GAAP measure that represents net earnings (loss) adjusted for depreciation, amortization of deferred charges, non-cash share-based compensation, dry-dock adjustment, change in fair value of financial instruments, interest expense, interest expense at the hedged rate, cash dividends paid on preferred shares, loss on vessels, bareboat charter adjustment, organizational development costs and certain other items that Seaspan believes are not representative of its operating performance. Please read "Reconciliation of Non-GAAP Financial Measures for the Quarters and Years Ended December 31, 2011 and 2010 – Description of Non-GAAP Financial Measures – A. Cash Available for Distribution to Common Shareholders" for a description of cash available for distribution to common shareholders and a reconciliation of cash available for distribution to net earnings.
(3) Adjusted EBITDA is a non-GAAP measure that represents net earnings (loss) before interest expense and other debt-related expenses, interest income, income tax expense, depreciation and amortization expense, change in fair value of financial instruments, loss on vessels, bareboat charter adjustment, organizational development costs and certain non-cash charges and certain other items that Seaspan believes are not representative of its operating performance. Please read "Reconciliation of Non-GAAP Financial Measures for the Quarters and Years Ended December 31, 2011 and 2010 – Description of Non-GAAP Financial Measures – C. Adjusted EBITDA" for a description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net earnings.
Summary of Key Highlights
-- Achieved vessel utilization of 99.5% and 99.3%, respectively, for the
quarter and year ended December 31, 2011.
-- Accepted delivery of 10 newbuilding vessels in 2011, bringing Seaspan's
operating fleet to a total of 65 vessels at December 31, 2011. Four of
the 10 delivered vessels are 13100 TEU vessels, the largest vessels in
Seaspan's fleet and flagship vessels in COSCON's containership fleet.
-- Paid a third quarter dividend of $0.59375 per Series C preferred share
on October 31, 2011, representing a distribution of $8.3 million. The
dividend was paid to all Series C shareholders of record as of October
28, 2011 for the period from July 30, 2011 to October 29, 2011. Full
year dividend paid for 2011 for Series C preferred shares is $2.39 per
share.
-- Paid a third quarter dividend of $0.1875 per common share on November
23, 2011; paid a fourth quarter dividend of $0.1875 per common share on
February 22, 2012, increasing cumulative dividends paid to $7.72 per
common share since Seaspan's August 2005 initial public offering. Full
year dividend paid for 2011 for common shares was $0.75 per share.
-- Redeemed all of the 260,000 outstanding Series B preferred shares for
$24.6 million on November 30, 2011.
Gerry Wang, Chief Executive Officer, Co-Chairman, and Co-Founder of Seaspan, commented, "During 2011, Seaspan once again grew both its fleet and revenue stream under contract, achieved strong utilization and increased net earnings and cash flow. In addition to taking delivery of 10 vessels that commenced fixed-rate time charters with leading liner companies, we took advantage of a compelling ship acquisition environment to commence our next phase of fleet growth. As we pursue opportunities to further grow our fleet, we intend to continue to capitalize on our SAVER vessel design, which we believe provides customers with improved efficiency and operational savings."
Mr. Wang added, "Following the completion of our recent tender offer, we are pleased to announce a 33.3% increase in our common share dividend for the first quarter of 2012 and an additional $50 million common share repurchase program. The share repurchase program underscores the Board's confidence in Seaspan's future prospects as well as our commitment to enhance shareholder value while preserving a strong balance sheet and flexible capital structure that positions us well to manage uncertain market conditions and pursue select opportunities to grow our fleet."
Fourth Quarter Developments
Bareboat Charters
Seaspan entered into agreements to bareboat charter to Mediterranean Shipping Company S.A. ("MSC") four 4800 TEU vessels, each for a five-year term, beginning from the vessel delivery dates that occurred in October and November 2011. MSC has agreed to purchase the vessels for $5.0 million each at the end of the five-year bareboat charter terms. Each transaction is considered a sales-type lease and is accounted for as a disposition of vessels upon delivery of each vessel. As a result, Seaspan incurred a loss on vessels of $16.2 million for the year ended December 31, 2011.
Term Loan Financing
In October 2011, Seaspan, through one of its subsidiaries, entered into a financing transaction with a leading U.S. bank for the UASC Madinah, a 4250 TEU vessel. The vessel has been sold from Seaspan to one of its subsidiaries, funded by a $53 million mortgage-secured term loan from an affiliate of the U.S. bank, leased by the subsidiary to Seaspan and Seaspan continues to time charter the vessel to United Arab Shipping Company (S.A.G.). In June 2012, subject to certain conditions, it is expected that the vessel will be sold to the same affiliate of the U.S. bank for the amount outstanding under the term loan, and will be leased back to Seaspan's subsidiary under an operating lease for approximately nine years. Seaspan anticipates that it will continue to time charter the vessel to third parties.
Subsequent Events
Dividends
On January 17, 2012, Seaspan declared a quarterly dividend of $0.59375 per Series C preferred share, representing a total distribution of $8.3 million. The dividend was paid on January 30, 2012 to all shareholders of record on January 27, 2012.
On February 1, 2012, Seaspan declared a quarterly dividend of $0.1875 per common share. The dividend was paid on February 22, 2012 to all shareholders of record as of February 13, 2012.
In February 2012, Seaspan's board of directors approved a 33.3% increase in the quarterly common share dividend to $0.25 per share, which dividend will be subsequently declared for the quarter ending March 31, 2012. With this dividend, Seaspan will have increased its quarterly common share dividend by 150% since March 31, 2010. Seaspan expects common share dividends for the four quarters ending December 31, 2012 to total $1.00 per share.
Tender offer
On January 19, 2012, Seaspan repurchased 11.3 million shares of its Class A common stock tendered in a tender offer at a price of $15.00 per share, for an aggregate cost of $169.5 million excluding fees and expenses related to the tender offer.
Acquisition of Seaspan Management Services Limited
On January 27, 2012, Seaspan acquired all of the issued and outstanding share capital of Seaspan Management Services Limited (the "Manager"), and acquired and cancelled all of the issued and outstanding shares of Seaspan's Class C common stock, which were owned by a subsidiary of the Manager.
The purchase price for the acquisition, excluding potential balance sheet adjustments and any contingent consideration for managed fleet growth payments, was $54.0 million, which Seaspan paid through the issuance of approximately 4.2 million shares of its Class A common stock, valued on a per share basis equal to $12.794, being the volume-weighted average trading price for the 90 trading days immediately preceding the closing date of the acquisition.
The Manager provides technical, administrative and strategic services to Seaspan. Prior to the acquisition, the Manager was owned by affiliates of Seaspan's largest shareholder and certain of Seaspan's directors. The acquisition increases Seaspan's control over access to services that the Manager provides on a long-term basis, and reduces certain conflicts between Seaspan and its directors who had interests in the Manager. Seaspan previously paid fees to the Manager for technical services on a fixed basis, which fees were adjusted every three years. As a result of the acquisition, Seaspan's costs for these services will vary more directly with the actual cost, set by the market, of providing technical services for Seaspan's fleet. The conflicts committee of Seaspan's board of directors, which committee is composed of independent directors, with the assistance of financial and legal advisors, reviewed and approved the acquisition of the Manager. For additional information about Seaspan's acquisition of the Manager, please see Seaspan's Form 6-K filed with the SEC on January 30, 2012.
Open Market Share Repurchase Plan
Seaspan's Board of Directors has authorized the repurchase of up to $50.0 million of its Class A common shares. The share repurchase authorization does not have an expiration date and repurchase activity will depend on factors such as working capital needs, repayment of debt, share price, and economic and market conditions. Share repurchases may be effected from time to time through open market purchases or in privately negotiated transactions, and the repurchase program may be suspended, delayed or discontinued at any time. Seaspan intends to enter into a Rule 10b5-1 plan in connection with the share repurchase program.
Results for the Quarter and Year Ended December 31, 2011
The following tables summarize vessel utilization and the impact of off-hire time on Seaspan's revenues for the quarter and year ended December 31, 2011:
First Quarter Second Quarter Third Quarter
--------------- --------------- ---------------
2011 2010 2011 2010 2011 2010
------- ------- ------- ------- ------- -------
Vessel Utilization:
Ownership Days 5,087 3,908 5,421 4,390 5,857 4,871
Less Off-hire Days:
Scheduled 5-Year Survey (53) (20) (58) (42) (6) (52)
Unscheduled Off-hire (2) (91) (3) (4) (7) (10)
------- ------- ------- ------- ------- -------
Operating Days 5,032 3,797 5,360 4,344 5,844 4,809
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Vessel Utilization 98.9% 97.2% 98.9% 99.0% 99.8% 98.7%
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Fourth Quarter Year Ended
--------------------- ---------------------
2011 2010 2011 2010
---------- ---------- ---------- ----------
Vessel Utilization:
Ownership Days 5,741 5,015 22,106 18,184
Less Off-hire Days:
Scheduled 5-Year Survey (17) (5) (134) (119)
Unscheduled Off-hire (12) (9) (24) (114)
---------- ---------- ---------- ----------
Operating Days 5,712 5,001 21,948 17,951
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Vessel Utilization 99.5% 99.7% 99.3% 98.7%
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
First Quarter Second Quarter Third Quarter
-------------------- ------------------- -------------------
2011 2010 2011 2010 2011 2010
---------- --------- --------- --------- --------- ---------
Revenue (in thousands of USD)
Revenue -
Impact of Off-
Hire:
100%
Utilization $ 121,983 $ 82,378 $ 134,902 $ 98,360 $ 155,056 $ 112,473
Less Off-hire:
Scheduled 5-
Year Survey (955) (347) (1,173) (738) (98) (914)
Unscheduled
Off-hire(4) (33) (1,662) (57) (77) (132) (208)
---------- --------- --------- --------- --------- ---------
Actual Revenue
Earned $ 120,995 $ 80,369 $133,672 $97,545 $154,826 $111,351
---------- --------- --------- --------- --------- ---------
---------- --------- --------- --------- --------- ---------
Fourth Quarter Year Ended
--------------------- ---------------------
2011 2010 2011 2010
---------- ---------- ---------- ----------
Revenue (in thousands of USD)
Revenue - Impact of Off-Hire:
100% Utilization $ 155,822 $ 118,186 $ 567,763 $ 411,397
Less Off-hire:
Scheduled 5-Year Survey (305) (85) (2,531) (2,084)
Unscheduled Off-hire(4) (280) (155) (502) (2,102)
------------------------------------------ ---------- ---------- ----------
Actual Revenue Earned $ 155,237 $ 117,946 $ 564,730 $ 407,211
------------------------------------------ ---------- ---------- ----------
------------------------------------------ ---------- ---------- ----------
(4) Includes charterer deductions that are not related to off-hire.
Seaspan accepted delivery of 10 vessels during the year ended December 31, 2011, increasing its operating fleet from 55 vessels at the start of 2011 to a total of 65 as at December 31, 2011. Operating days are the primary driver of revenue, while ownership days are the primary driver for ship operating costs.
Quarter Ended Year Ended
December 31, Increase December 31, Increase
------------------------------------------------------------
2011 2010 Days % 2011 2010 Days %
------------------------------------------------------------
Operating days 5,712 5,001 711 14.2% 21,948 17,951 3,997 22.3%
Ownership days 5,741 5,015 726 14.5% 22,106 18,184 3,922 21.6%
Financial Summary Quarter Ended Year Ended
(in millions) December 31, Change December 31, Change
-----------------------------------------------------------
2011 2010 $ % 2011 2010 $ %
-----------------------------------------------------------
Revenue $ 155.2 $ 117.9 $ 37.3 31.6% $564.7 $ 407.2 $ 157.5 38.7%
Ship operating
expense 35.9 29.8 6.1 20.5% 135.7 108.1 27.6 25.5%
Depreciation 37.5 28.4 9.1 32.0% 138.0 99.7 38.3 38.5%
General and
administrative
expenses 5.2 2.7 2.5 92.6% 16.8 9.6 7.2 75.0%
Interest expense 16.0 8.5 7.5 88.2% 50.8 28.8 22.0 76.6%
Change in fair
value of
financial
instruments loss 27.5 (95.5) 123.0 128.8% 281.0 241.0 40.0 16.6%
Loss on vessels 7.3 - 7.3 100.0% 16.2 - 16.2 100.0%
Equity loss on
investment 1.2 - 1.2 100.0% 1.2 - 1.2 100.0%
Revenue
The increase in operating days and the dollar impact thereof, for the quarter and year ended December 31, 2011 relative to the corresponding periods in 2010 was due to the following:
Quarter Ended Year Ended
December 31, 2011 December 31, 2011
----------------------- -----------------------
$ impact $ impact
Operating (in Operating (in
Days Impact millions)Days Impact millions)
----------- ----------- ----------- -----------
2011 vessel deliveries 920 $ 41.4 2,270 $ 97.7
Full period contribution for
2010 vessel deliveries 45 1.8 1,891 63.9
Changes due to bareboat
charter (239) (5.6) (239) (5.6)
Changes in daily charterhire
rates - - - 0.3
Scheduled off-hire (12) (0.2) (15) (0.4)
Unscheduled off-hire (3) (0.1) 90 1.6
----------- ----------- ----------- -----------
Total 711 $ 37.3 3,997 $ 157.5
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Vessel utilization was 99.5% and 99.3%, respectively, for the quarter and year ended December 31, 2011 compared to 99.7% and 98.7%, respectively, for the comparable periods in the prior year.
The increase in vessel utilization for the year ended December 31, 2011 was primarily due to the 90 days of unscheduled off-hire resulting from the grounding of the CSAV Licanten (formerly the CSCL Hamburg) in the Gulf of Aqaba on December 31, 2009.
During the year ended December 31, 2011 Seaspan completed nine dry-dockings which resulted in a total of 134 days of scheduled off-hire for the following vessels:
Vessel Commenced
----------------------------------------------------
CSCL Sao Paulo(5) Q1
Jakarta Express Q1
Saigon Express Q1
Rio Grande Express Q1
Lahore Express Q2
Santos Express Q2
Victor Q2
CSCL Chiwan Q3
Manila Express Q4
(5) CSCL Sao Paulo's next dry-docking was originally scheduled for 2013; however, Seaspan combined the scheduled dry-docking for this vessel with repairs initiated in December 2010 to achieve savings and defer the next scheduled dry-docking to 2016.
Seaspan's cumulative vessel utilization since its initial public offering in August 2005 is 99.2%.
Ship Operating Expense
The increase in ownership days, and the dollar impact thereof, for the quarter and year ended December 31, 2011 relative to the corresponding periods in the prior year was due to the following:
Quarter Ended Year Ended
December 31, 2011 December 31, 2011
----------------------- ------------------------
Ownership
Days $ impact(in Ownership $ impact(in
impact millions)Days impact millions)
---------- ------------ ----------- ------------
2011 vessel deliveries 920 $ 6.6 2,270 $ 16.2
Full period contribution
for 2010 vessel deliveries 45 0.3 1,891 11.7
Changes due to bareboat
charter (239) (1.8) (239) (1.8)
Other operating expenses - 0.2 - 0.2
Changes in extraordinary
costs and expenses(6) not
covered by the fixed fee - 0.8 - 1.3
---------- ------------ ----------- ------------
Total 726 $ 6.1 3,922 $ 27.6
---------- ------------ ----------- ------------
---------- ------------ ----------- ------------
(6) Extraordinary costs and expenses are defined in Seaspan's management agreements and do not relate to extraordinary items as defined by financial reporting standards. The portion of extraordinary costs compared to the fixed technical management fee Seaspan pays its Manager were 5.8% and 4.6% of total expenses for the quarter and year ended December 31, 2011, as compared to 3.4% and 4.4% for the comparable periods in the prior year. The increases were mainly attributable to the increasing size of the operating fleet.
Depreciation
The increases in depreciation expense for the quarter and year ended December 31, 2011 were due to the 10 vessel deliveries in 2011 and a full period of ownership for the 13 deliveries in 2010.
General and Administrative Expenses
The increases in general and administrative expenses for the quarter and year ended December 31, 2011 were primarily due to the new employment agreement with Seaspan's chief executive officer (which had an effective date of January 1, 2011), additional fees paid to Seaspan's independent board of directors for an increased number of conflicts committee meetings and increased legal costs and professional fees to support financing, growth transactions and the acquisition of the Manager. For the quarter and year ended December 31, 2011, the Company has incurred $1.8 million of organizational development costs related to the acquisition of the Manager.
Interest Expense
Interest expense is comprised of interest at the variable rate plus the applicable margin incurred on debt for operating vessels and a reclassification of amounts from accumulated other comprehensive income related to previously designated hedging relationships. The increases in interest expense for the quarter and year ended December 31, 2011, were primarily due to higher average operating debt balances compared to the comparable periods in the prior year. The average LIBORs for the quarters and years ended December 31, 2011 and 2010 was 0.4%. Although Seaspan has entered into fixed interest rate swaps for much of its variable rate debt, the difference between the variable interest rate and the swapped fixed rate on operating debt is recorded in Seaspan's change in fair value of financial instruments caption as required by financial reporting standards. The interest incurred on long-term debt for Seaspan's vessels under construction is capitalized to the respective vessels under construction.
Equity loss on investment
Seaspan has an 11.1% investment in Greater China Intermodal Investments LLC (the "Vehicle"), an investment vehicle established by an affiliate of The Carlyle Group. The Vehicle will invest up to $900.0 million equity capital in containership assets strategic to the People's Republic of China, Taiwan, Hong Kong and Macau. Seaspan agreed to make a minority investment in the Vehicle of up to $100.0 million during the investment period, which is anticipated to be up to five years. During 2011, Seaspan made a capital contribution of $2.0 million related to the purchase of four vessels, working capital obligations, organizational expenses and financial advisory fees. Seaspan accounts for its 11.1% investment in the Vehicle on the equity method. The equity loss on investment of $1.2 million represents Seaspan's 11.1% share of losses in the Vehicle and consists primarily of the expenses incurred by the Vehicle in connection with its formation, organization and documentation of agreements.
Change in Fair Value of Financial Instruments
The change in fair value of financial instruments resulted in a loss of $27.5 million for the quarter ended December 31, 2011, compared to a gain of $95.5 million for the comparable quarter last year. The change in fair value of financial instruments resulted in a loss of $281.0 million for the year ended December 31, 2011, compared to a loss of $241.0 million for the comparable period last year. The changes in change in fair value for the quarter and year ended December 31, 2011 were primarily due to decreases in the forward LIBOR curve and overall market changes in credit risk since December 31, 2010. The fair value of interest rate swap and swaption agreements is subject to change based on Seaspan's company-specific credit risk included in the discount factor and the interest rate implied by the current swap curve, including its relative steepness. In determining the fair value, these factors are based on the current information available to Seaspan. These factors are expected to change through the life of the instruments, causing the fair value to fluctuate significantly due to the large notional amounts and long-term nature of Seaspan's derivative instruments. As these factors may change, the fair value of the instruments is an estimate and may deviate significantly from the actual cash settlements realized over the term of the instruments. Seaspan's valuation techniques have not changed and remain consistent with those followed by other valuation practitioners.
Dividends Declared:
For the quarter ended December 31, 2011, Seaspan declared a quarterly dividend of $0.1875 per common share, representing a total distribution of $11.7 million. The dividend was paid on February 22, 2012 to all shareholders of record as of February 13, 2012. Because Seaspan adopted a dividend reinvestment plan, or DRIP, the actual amount of cash dividend paid was $7.4 million based on shareholder participation in the DRIP.
Since Seaspan's initial public offering in August 2005, it has paid cumulative dividends of $7.72 per common share. Since Seaspan adopted the DRIP in May 2008, a total of 3.3 million shares have been issued, and $38.1 million of dividends have been reinvested, through shareholder participation in the DRIP.
About Seaspan
Seaspan is a leading independent charter owner and manager of containerships, which it charters primarily pursuant to long-term fixed-rate time charters to major container liner companies. Seaspan's contracted fleet of 72 containerships consists of 65 containerships in operation and seven containerships scheduled for delivery through 2014. Seaspan's operating fleet of 65 vessels has an average age of approximately five years and an average remaining charter period of approximately seven years. All of the seven vessels to be delivered to Seaspan are already committed to fixed-rate time charters between 10 and 12 years in duration from delivery. Seaspan's customer base consists of nine of the world's largest liner companies, including, China Shipping Container Lines (Asia) Co., Ltd., Compania Sud Americana de Vapores S.A., COSCO Container Lines Co., Ltd., Hanjin Shipping Co., Ltd., Hapag-Lloyd USA, LLC, Kawasaki Kisen Kaisha Ltd., Mediterranean Shipping Company S.A., Mitsui O.S.K. Lines, Ltd., and United Arab Shipping Company (S.A.G.).
Seaspan's common shares are listed on the New York Stock Exchange under the symbol "SSW".
Seaspan's Series C preferred shares are listed on the New York Stock Exchange under the symbol "SSW PR C".
Conference Call and Webcast
Seaspan will host a conference call and webcast presentation for investors and analysts to discuss its results for the quarter and year ended December 31, 2011 on Thursday March 1, 2012 at 5:30 a.m. PT / 8:30 a.m. ET. Participants should call 1-877-246-9875 (US/Canada) or 1-707-287-9353 (International) and request the Seaspan call. A telephonic replay will be available for anyone unable to participate in the live call. To access the replay, call 1-855-859-2056 or 1-404-537-3406 and enter the replay passcode: 55609786. The recording will be available from March 1, 2012 at 8:00 a.m. PT / 11:00 a.m. ET through 8:59 p.m. PT / 11:59 p.m. ET on March 15, 2012. The conference call will also be broadcast live over the Internet and will include a slide presentation. To access the live webcast and slide presentation, go to www.seaspancorp.com and click on "News & Events" and then "Events & Presentations" for the link. The webcast and slides will be archived on the site for one year.
SEASPAN CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2011
(IN THOUSANDS OF US DOLLARS)
December 31, 2011 December 31, 2010
----------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 481,123 $ 34,219
Accounts receivable 6,837 1,017
Prepaid expenses 17,398 11,528
Gross investment in lease 14,640 -
---------------- ----------------
519,998 46,764
Vessels 4,289,331 3,191,734
Vessels under construction 407,918 1,019,138
Deferred charges 45,917 37,607
Other assets 88,754 81,985
Gross investment in lease 95,798 -
---------------- ----------------
$ 5,447,716 $ 4,377,228
---------------- ----------------
---------------- ----------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued
liabilities $ 47,400 $ 28,394
Deferred revenue 23,257 10,696
Current portion of long-term debt 81,482 -
Current portion of other long-term
liabilities 37,649 19,096
---------------- ----------------
189,788 58,186
Long-term deferred revenue 12,503 -
Long-term debt 2,914,247 2,396,771
Other long-term liabilities 583,263 524,716
Fair value of financial instruments 564,490 407,819
---------------- ----------------
4,264,291 3,387,492
Share capital 838 691
Additional paid-in capital 1,860,979 1,526,822
Deficit (622,406) (469,616)
Accumulated other comprehensive loss (55,986) (68,161)
---------------- ----------------
Total shareholders' equity 1,183,425 989,736
---------------- ----------------
$ 5,447,716 $ 4,377,228
---------------- ----------------
---------------- ----------------
SEASPAN CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT FOR THE
QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010
(IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Quarter Quarter
ended ended Year ended Year ended
December December December December
31, 2011 31, 2010 31, 2011 31, 2010
---------- ---------- ---------- ----------
Revenue $ 155,237 $ 117,946 $ 564,730 $ 407,211
Operating expenses:
Ship operating 35,891 29,829 135,696 108,098
Depreciation 37,515 28,351 137,987 99,653
General and administrative 5,160 2,727 16,818 9,612
Loss on vessels 7,347 - 16,237 -
---------- ---------- ---------- ----------
85,913 60,907 306,738 217,363
---------- ---------- ---------- ----------
Operating earnings 69,324 57,039 257,992 189,848
Other expenses (earnings):
Interest expense 16,048 8,529 50,849 28,801
Interest income (383) (19) (854) (60)
Interest income from leasing (880) - (880) -
Undrawn credit facility fees 848 1,443 4,282 4,515
Amortization of deferred
charges 1,492 1,010 5,788 3,306
Equity loss on investment 1,180 - 1,180 -
Change in fair value of
financial instruments 27,502 (95,514) 281,027 241,033
---------- ---------- ---------- ----------
45,807 (84,551) 341,392 277,595
---------- ---------- ---------- ----------
Net earnings (loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Deficit, beginning of period (627,340) (602,055) (469,616) (349,802)
Dividends on common shares (12,989) (8,553) (47,414) (30,658)
Dividends on Series B preferred
shares - (598) (1,813) (1,409)
Redemption of Series B preferred
shares 2,873 - 2,873 -
Dividends on Series C preferred
shares (8,312) - (22,206) -
Amortization of Series C
issuance costs (155) - (830) -
---------- ---------- ---------- ----------
Deficit, end of period $ (622,406)$ (469,616)$ (622,406)$ (469,616)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average number of
shares, basic (thousands) 69,551 68,479 69,217 68,195
Weighted average number of
shares, diluted (thousands) 69,551 87,866 69,217 89,353
---------- ---------- ---------- ----------
Earnings (loss) per share, basic$ 0.13 $ 1.96 $ (2.04)$ (1.70)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Earnings (loss) per share, basic
and diluted $ 0.13 $ 1.60 $ (2.04)$ (1.70)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
SEASPAN CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS FOR THE
QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010
(IN THOUSANDS OF US DOLLARS)
Quarter ended Quarter ended Year ended Year ended
December 31, December 31, December 31, December 31,
2011 2010 2011 2010
------------- --------------- ------------- -------------
Net earnings
(loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Other
comprehensive
income:
Amounts
reclassified to
earnings (loss)
during the period 2,863 3,443 12,175 13,086
------------- --------------- ------------- -------------
Comprehensive
income (loss) $ 26,380 $ 145,033 $ (71,225)$ (74,661)
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SEASPAN CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010
(IN THOUSANDS OF US DOLLARS)
Quarter Quarter
ended ended Year ended Year ended
December December December December
31, 2011 31, 2010 31, 2011 31, 2010
---------- ---------- ---------- ----------
Cash provided by (used in):
Operating activities:
Net earnings (loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Items not involving cash:
Depreciation 37,515 28,351 137,987 99,653
Share-based compensation 1,012 690 3,278 2,670
Amortization of deferred
charges 1,492 1,010 5,788 3,306
Amounts reclassified from
other comprehensive loss 2,700 3,353 11,670 12,797
Unrealized change in fair
value of financial
instruments (4,071) (125,088) 156,671 127,374
Loss on vessels 7,347 - 16,237 -
Equity loss on investment 1,180 - 1,180 -
Change in assets and liabilities 10,514 6,008 (9,547) (4,466)
---------- ---------- ---------- ----------
Cash provided by operating
activities 81,206 55,914 239,864 153,587
---------- ---------- ---------- ----------
Financing activities:
Preferred shares issued, net
of share issue costs (28) 16 344,539 25,896
Preferred shares redeemed, net
of cost (24,600) - (24,600) -
Draws on credit facilities 54,417 26,325 601,577 513,625
Repayment on credit facilities (2,253) - (2,619) -
Repayment on other long-term
liabilities (7,151) - (19,061) 21,250
Financing fees (1,982) (4,042) (9,990) (7,356)
Dividends on common shares(7) (9,371) (6,328) (34,375) (22,958)
Dividends on Series B
preferred shares - (328) (972) (777)
Dividends on Series C
preferred shares (8,312) - (22,206) -
---------- ---------- ---------- ----------
Cash provided by financing
activities 720 15,643 832,293 529,680
---------- ---------- ---------- ----------
Investing activities:
Expenditures for vessels (19,776) (123,569) (621,947) (715,640)
Restricted cash - (60,000) - (65,000)
Investment in affiliate 2,051 - (1,964) -
Intangible assets 1,186 (478) (1,342) (1,808)
---------- ---------- ---------- ----------
Cash used in investing
activities (16,539) (184,047) (625,253) (782,448)
---------- ---------- ---------- ----------
Increase (decrease) in cash and
cash equivalents 65,387 (112,490) 446,904 (99,181)
Cash and cash equivalents,
beginning of period 415,736 146,709 34,219 133,400
---------- ---------- ---------- ----------
Cash and cash equivalents, end
of period $ 481,123 $ 34,219 $ 481,123 $ 34,219
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(7) During the quarter and year ended December 31, 2011, non-cash dividends of $3.6 and $13.0 million were paid through the dividend reinvestment plan, respectively. Shareholders have invested a total of $38.1 million in the dividend reinvestment plan since its adoption in May 2008.
SEASPAN CORPORATION RECONCILIATION OF NON-GAAP FINANCIAL MEASURES FOR THE QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010 (IN THOUSANDS OF US DOLLARS)
Description of Non-GAAP Financial Measures
A. Cash Available for Distribution to Common Shareholders
Cash available for distribution to common shareholders is defined as net earnings (loss) adjusted for depreciation, interest expense, amortization of deferred charges, non-cash share-based compensation, change in fair value of financial instruments, loss on vessels, bareboat charter adjustment, organizational development costs, amounts paid for dry-docking, cash dividends paid on preferred shares, interest expense at the hedged rate and certain other items that Seaspan believes affect the comparability of its operating results.
Cash available for distribution to common shareholders is a non-GAAP measure used to assist in evaluating Seaspan's ability to make quarterly cash dividends before reserves for replacement capital expenditures. Cash available for distribution to common shareholders is not defined by United States generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net earnings or any other indicator of Seaspan's performance required to be reported by GAAP.
Quarter Quarter
ended ended Year ended Year ended
December December December December
31, 2011 31, 2010 31, 2011 31, 2010
---------- ---------- ---------- ----------
Net earnings (loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Add:
Depreciation 37,515 28,351 137,987 99,653
Interest expense(8) 16,048 8,529 50,849 28,801
Amortization of deferred
charges 1,492 1,010 5,788 3,306
Share-based compensation 1,012 690 3,278 2,670
Change in fair value of
financial instruments 27,502 (95,514) 281,027 241,033
Loss on vessels (9) 7,347 - 16,237 -
Bareboat charter adjustment,
net (10) 1,490 - 1,490 -
Organizational development
costs(11) 3,000 - 3,000 -
Less:
Amounts paid for dry-dock
adjustment (3,085) (1,560) (9,384) (6,454)
Series B preferred share
dividends paid(12) - (328) (972) (777)
Series C preferred share
dividends paid and
accumulated(12) (8,313) - (27,668) -
---------- ---------- ---------- ----------
Net cash flows before interest
payments 107,525 82,768 378,232 280,485
Less:
Interest expense at the hedged
rate(13) (41,961) (27,651) (144,306) (87,096)
---------- ---------- ---------- ----------
Cash available for distribution
to common shareholders $ 65,564 $ 55,117 $ 233,926 $ 193,389
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SEASPAN CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FOR THE QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010
(IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Description of Non-GAAP Financial Measures
B. Normalized Net Earnings and Normalized Earnings per Share
Normalized net earnings is defined as net earnings adjusted for items such as interest expense, change in fair value of financial instruments, loss on vessels, interest expense at the hedged rate, organizational development costs and certain other items Seaspan believes affect the comparability of operating results. Normalized net earnings is useful because it excludes those items that Seaspan believes are not representative of its operating performance.
Normalized net earnings is not defined by GAAP and should not be considered as an alternative to net earnings or any other indicator of Seaspan's performance required to be reported by GAAP.
Normalized earnings per share, converted, is calculated as normalized net earnings, less dividends on Series B (until their repurchase on November 30, 2011) and Series C preferred shares, divided by the "converted" number of shares outstanding for the period. The Series A preferred shares automatically convert to Class A common shares at a price of $15.00 per share at any time on or after January 31, 2014 if the trailing 30-day average trading price of the common shares is equal to or above $15.00. If the share price is less than $15.00, Seaspan can choose to not convert the preferred shares and to increase the annual increase in the liquidation preference to 15% per annum from 12%. The "converted" number of shares includes: basic weighted average number of shares, share-based compensation, and the impact of the Series A preferred shares converted at $15.00 per share. This method reflects Seaspan's ability to control the conversion if the share price is less than $15.00 and the per share impact of the preferred shares conversion at $15.00.
Normalized earnings per share, basic can be computed as normalized net earnings attributable to common shareholders divided by the weighted-average number of shares used to compute reported earnings per share, basic.
Normalized earnings per share, converted, diluted, and basic are not defined by GAAP and should not be considered as an alternative to earnings per share or any other indicator of Seaspan's performance required to be reported by GAAP.
Quarter Quarter
ended ended Year ended Year ended
December December December December
31, 2011 31, 2010 31, 2011 31, 2010
---------- ---------- ---------- ----------
Net earnings (loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Adjust:
Interest expense(8) 16,048 8,529 50,849 28,801
Change in fair value of
financial instruments 27,502 (95,514) 281,027 241,033
Loss on vessels(9) 7,347 - 16,237 -
Interest expense at the hedged
rate (13) (41,961) (27,651) (144,306) (87,096)
Organizational development
costs(11) 3,000 - 3,000 -
---------- ---------- ---------- ----------
Normalized net earnings $ 35,453 $ 26,954 $ 123,407 $ 94,991
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Less: preferred share dividends
Series A 7,976 7,087 30,295 26,918
Series B - 598 1,813 1,409
Series B-premium on redemption (2,873) - (2,873) -
Series C (including
amortization of issuance
costs) 8,468 - 28,497 -
---------- ---------- ---------- ----------
13,571 7,685 57,732 28,327
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Normalized net earnings
attributable to common
shareholders $ 21,882 $ 19,269 $ 65,675 $ 66,664
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Weighted average number of
shares used to compute earnings
(loss) per share:
Reported and normalized, basic 69,551 68,479 69,217 68,195
Share-based compensation 162 202 132 117
Series A preferred shares
liquidation preference
converted at $15 17,846 15,856 17,078 15,174
---------- ---------- ---------- ----------
Normalized, converted 87,559 84,537 86,427 83,486
Series A preferred shares 115%
premium (30-day trailing
average) 5,453 3,329 2,158 5,867
---------- ---------- ---------- ----------
Reported, diluted(14) 93,012 87,866 88,585 89,353
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Earnings (loss) per share:
Reported, basic $ 0.13 $ 1.96 $ (2.04)$ (1.70)
---------- ---------- ---------- ----------
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Reported, diluted $ 0.13 $ 1.60 $ (2.04)$ (1.70)
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Normalized, converted -
preferred shares converted at
$15(15) $ 0.31 $ 0.31 $ 1.08 $ 1.12
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SEASPAN CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FOR THE QUARTERS AND YEARS ENDED DECEMBER 31, 2011 AND 2010
(IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)
Description of Non-GAAP Financial Measures
C. Adjusted EBITDA
Adjusted EBITDA is defined as net earnings (loss) before interest expense and other debt-related expenses, interest income, income tax expense, depreciation and amortization expense, change in fair value of financial instruments, loss on vessels, bareboat charter adjustment, organizational development costs and certain other items that Seaspan believes are not representative of its operating performance.
Adjusted EBITDA provides useful information to investors in assessing Seaspan's results of operations. Seaspan believes that this measure is useful in assessing performance and highlighting trends on an overall basis. Seaspan also believes that this measure can be useful in comparing its results with those of other companies. The GAAP measure most directly comparable to Adjusted EBITDA is net earnings (loss). Adjusted EBITDA is not defined by GAAP and should not be considered as an alternative to net earnings (loss) or any other indicator of Seaspan's performance required to be reported by GAAP.
Quarter Quarter
ended ended Year ended Year ended
December December December December
31, 2011 31, 2010 31, 2011 31, 2010
----------- ----------- ----------- -----------
Net earnings (loss) $ 23,517 $ 141,590 $ (83,400)$ (87,747)
Add:
Interest expense(8) 16,048 8,529 50,849 28,801
Interest income (383) (19) (854) (60)
Undrawn credit facility
fees 848 1,443 4,282 4,515
Depreciation 37,515 28,351 137,987 99,653
Amortization of deferred
charges 1,492 1,010 5,788 3,306
Change in fair value of
financial instruments 27,502 (95,514) 281,027 241,033
Loss on vessels(9) 7,347 - 16,237 -
Bareboat charter
adjustment, net(10) 1,490 - 1,490 -
Organizational development
costs(11) 3,000 - 3,000 -
----------- ----------- ----------- -----------
Adjusted EBITDA $ 118,376 $ 85,390 $ 416,406 $ 289,501
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(8) Interest expense as reported on the consolidated statement of operations.
(9) In November 2011, Seaspan entered into an agreement to bareboat charter to MSC two 4800 TEU vessels for a five-year term, beginning from vessel delivery dates that occurred in November 2011. The charter rates are $10,000 per vessel per day for the first two years increasing to $14,500 per vessel per day for the remaining three years. Because these are bareboat charters, MSC is responsible for the ship operating and voyage expenses of the vessels as well as for their management, including crewing. MSC has agreed to purchase the two vessels for $5.0 million each at the end of the five-year bareboat charter terms. This transaction resulted in a loss on vessels of $7.3 million for the two vessels for the quarter ended December 31, 2011.
(10) Upon delivery of the vessels to MSC, the transactions were accounted for as sales-type leases. The vessels were disposed of and a gross investment in leases was recorded, which is being amortized to income through interest income from leasing. The bareboat charter adjustment is included to reverse the GAAP accounting treatment and reflect the transaction as if the vessels had not been disposed of. Therefore, the bareboat charter fees are added back and the interest income from leasing is deducted resulting in a net bareboat charter adjustment.
(11) Organizational development costs include professional fees and integration costs related to acquisition of the Manager as well as Seaspan's $1.2 million equity loss on investment in the Vehicle. The equity loss on investment consists primarily of the expenses incurred by the Vehicle in connection with its formation, organization and documentation of agreements.
(12) Dividends related to the Series B and Series C preferred shares have been deducted as they reduce cash available for distribution to common shareholders. All outstanding Series B preferred shares were redeemed on November 30, 2011.
(13) Interest expense at the hedged rate is calculated as the interest incurred on operating debt at the fixed rate on the related interest rate swaps plus the applicable margin on the related credit facilities and variable rate leases, on an accrual basis. Interest expense on fixed rate leases is calculated on the effective interest rate.
(14) If the effect of Series A preferred shares is anti-dilutive, their effect is excluded from the computation of reported diluted earnings (loss) per share.
(15) Normalized earnings per share, converted, for the quarter ended December 31, 2011 is comparable to the prior period. Normalized earnings per share, converted, decreased for the year ended December 31, 2011. Excluding share count changes, a decrease of $0.33 per share due to the impact of the Series C preferred shares for the year ended December 31, 2011 was offset by an increase of $0.34 per share due to a rise in normalized net earnings. In addition, due to a rise in converted share count (83,486 to 86,427), there is a decrease of $0.04 per share for the year ended December 31, 2011.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect management's current views with respect to certain future events and performance, including, in particular, statements regarding: future operating results; expansion of Seaspan's business; future dividends; the effects of the acquisition of the Manager on Seaspan and its operations and results; repurchases of Seaspan common shares under its share repurchase program; vessel deliveries; vessel financing arrangements and Seaspan's capital requirements. Although these statements are based upon assumptions Seaspan believes to be reasonable, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: the availability to Seaspan of containership acquisition opportunities; the availability and cost to Seaspan of financing to pursue growth opportunities; integration of the Manager acquisition and the number of additional vessels managed by the Manager in the future; chartering rates; conditions in the containership market; increased operating expenses; the number of off-hire days; dry-docking requirements; Seaspan's ability to borrow funds under its credit facilities and to obtain additional financing in the future; Seaspan's future cash flows and its ability to make dividend and other payments; the time that it may take to construct new ships; Seaspan's continued ability to enter into primarily long-term, fixed-rate time charters with customers; changes in governmental rules and regulations or actions taken by regulatory authorities; the financial condition of shipyards, charterers, lenders, refund guarantors and other counterparties and their ability to perform their obligations under their agreements with Seaspan; the potential for early termination of long-term contracts and Seaspan's potential inability to renew or replace long-term contracts; conditions in the public equity markets and the price of Seaspan's common shares; and other factors detailed from time to time in Seaspan's periodic reports and filings with the Securities and Exchange Commission, including Seaspan's Report on Form 20-F for the year ended December 31, 2010. 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.
