__________________________
|
FORM
6-K
|
__________________________
|
_____________________
|
_____________________
|
_____________________
|
Form
20-F
|
__X__ |
Form
40-F
|
_____ |
Yes
|
______
|
No
|
__X__ |
Yes
|
______
|
No
|
__X__ |
Yes
|
______
|
No
|
__X__ |
SEASPAN
CORPORATION
|
||
|
|
|
Date: March 1, 2007 | By: | /s/ Kevin M. Kennedy |
Kevin M. Kennedy |
||
Chief Financial Officer |
Exhibit I
|
Seaspan Corporation | |
Unit 2, 7th Floor, Bupa Centre | |
141 Connaught Road West | |
Hong Kong, China | |
c/o 2600 - 200 Granville Street | |
Vancouver, BC | |
Canada V6C 1S4 | |
Tel: 604-482-8777 | |
Fax: 604-648-9782 | |
www.seaspancorp.com |
·
|
Reported
net earnings of $10.1 million and earnings per share of $0.24
for the
quarter and $35.6 million and earnings per share of $0.94
for the year
ended December 31, 2006.
|
·
|
Generated
$19.9 million of cash available for distribution during the
quarter and
$66.0 million for the year ended December 31, 2006.
|
·
|
Paid
a quarterly dividend of $0.425 per share on November 10,
2006 for the
third quarter ended September 30,
2006.
|
·
|
Paid
a quarterly dividend of $0.44625 per share on February 13,
2007 for the
fourth quarter ended December 31, 2006.
|
·
|
Took
delivery of six of the company’s contracted vessels and four second-hand
ships, bringing the Seaspan fleet to a total of 23 vessels
in operation as
at December 31, 2006.
|
·
|
During
the fourth quarter, Seaspan took delivery of two additional
vessels in its
initial contracted fleet of 23
vessels;
|
o
|
On
October 20, 2006, Seaspan took delivery of the 4250 TEU Rio
Grande
Express, approximately three weeks ahead of the contractual
delivery date.
This ship is the sixth of nine vessels chartered to Hapag-Lloyd,
USA (“HL
USA”), a subsidiary of TUI AG.
|
o
|
On
November 13, 2006, Seaspan took delivery of the 4250 TEU
Santos Express,
approximately seven weeks ahead of the contractual delivery
date. This
ship is the seventh of nine vessels chartered to HL
USA.
|
·
|
During
the fourth quarter, we also took delivery of four second
hand 4800 TEU
vessels from APM, the world’s largest container shipping line. These four
vessels are chartered to APM, increasing our current customer
base to
three charterers. The MSC Sweden, Maersk Matane, Maersk Marystown
and
Maersk Moncton were delivered on November 6, 2006, November
20, 2006,
December 6, 2006 and December 22, 2006 respectively.
|
·
|
During
the year, Seaspan increased its contracted fleet to 41 vessels
from its
initial contracted IPO fleet of 23 vessels with the signing
of agreements
to acquire the following new and second-hand
vessels:
|
o
|
Two
3500 TEU vessels under construction from affiliates of Conti
Holding GmbH
& Co. KG of Germany. The total delivered cost is expected to
be
approximately $50.0 million per vessel. Seaspan expects to
take delivery
of the two 3500 TEU vessels in March and July 2007, respectively,
from
Zhejiang Shipbuilding Co. Ltd. in
China.
|
o
|
Eight
2500 TEU vessels from Jiangsu Yangzijiang Shipbuilding in
China. The eight
newbuilding vessels will be delivered between August 2008
and August 2009.
The total delivered cost is expected to be approximately
$44.5 million to
$44.7 million per vessel.
|
o
|
Four
5100 TEU vessels at Hyundai Heavy Industries Co., Ltd. in
South Korea
(“HHI”). The four newbuilding vessels will be delivered between
April and
December 2009. The total delivered cost is expected to be
approximately
$83.4 million per vessel.
|
o
|
Four
4800 TEU vessels from APM at a cost of approximately $40.0
million per
vessel were delivered to Seaspan during the fourth quarter.
These vessels,
the MSC Sweden, Maersk Matane, Maersk Marystown and Maersk
Moncton, were
delivered to APM from Odense Steel Shipyard between 1988
and 1989.
|
·
|
During
the year, Seaspan diversified its customers by adding charters
with three
leading liner companies:
|
o
|
Twelve-year
charter agreements for the two 3500 TEU vessels with Cosco
Container Lines
Co., Ltd., a subsidiary of China Cosco Holdings Co. Ltd.
at a rate of
$19,000 per vessel per day.
|
o
|
Twelve-year
charter agreements for the four 5100 TEU vessels with Mitusi
O.S.K. Lines,
Ltd. at a rate of $28,880 per vessel per
day.
|
o
|
Five-year
charter agreements for four vessels with APM at a rate of
$23,450 per
vessel per day. After the initial five-year charter periods,
APM will have
two consecutive one year options to recharter each ship for
$22,400 per
day and $21,400 per day, respectively. They will have a further
option to
charter each ship for two final years at $20,400 per day.
|
o
|
Twelve-year
charter agreements for the eight 2500 TEU vessels with one
of our existing
customers, China Shipping Container Lines (Asia) Co. Ltd.
at an initial
rate of $16,750 per day, increasing to $16,900 per day after
six
years.
|
·
|
During
the year, Seaspan took delivery of 10 vessels to bring its
fleet to 23
vessels in operations, an increase of 77% from the 13 vessels
in operation
at the end of last year.
|
·
|
During
the year, Seaspan added two new credit facilities and successfully
completed a follow-on offering to finance its 18 new vessel
acquisitions
as follows:
|
o
|
A
$218.4 million loan facility with Sumitomo Mitsui Banking
Corporation. The
proceeds of this loan will be used to partially finance the
construction
of the four 5100 TEU vessels.
|
o
|
A
$365.0 million revolving credit facility with DnB Nor Bank
ASA. The
proceeds of this loan will be used to partially finance the
delivery of
the two 3500 TEU vessels and the construction of the eight
2500 TEU
vessels.
|
o
|
A
follow on offering of 11.5 million common shares for net
proceeds of
$235.1 million.
|
·
|
During
the year, the CSCL Chiwan and CSCL Hamburg completed their
regularly
scheduled five-year special surveys and drydockings.
|
·
|
Seaspan’s
fleet was utilized 100% and 99%, respectively, for the quarter
and the
year ended December 31, 2006.
|
First
Quarter
2006
|
Second
Quarter
2006
|
Third
Quarter
2006
|
Fourth
Quarter
2006
|
YTD
2006
|
||||||||||||
Vessel
Utilization:
|
#
of Days
|
#
of Days
|
#
of Days
|
#
of Days
|
#
of Days
|
|||||||||||
Ownership
Days
|
1,296
|
1,450
|
1,553
|
1,820
|
6,119
|
|||||||||||
Less
Off-hire Days:
|
||||||||||||||||
Scheduled
5-Year Survey
|
(20
|
)
|
—
|
—
|
1(1
|
)
|
(19
|
)
|
||||||||
Incremental
Due to Rudder Horn Repair
|
(17
|
)
|
—
|
—
|
—
|
(17
|
)
|
|||||||||
Grounding
|
—
|
(24
|
)
|
—
|
—
|
(24
|
)
|
|||||||||
Other
|
—
|
—
|
(2
|
)
|
—
|
(2
|
)
|
|||||||||
Operating
Days
|
1,259
|
1,426
|
1,551
|
1,821
|
6,057
|
|||||||||||
Vessel
Utilization
|
97.1
|
%
|
98.3
|
%
|
99.9
|
%
|
100.1
|
%
|
99.0
|
%
|
First
Quarter
2006
|
Second
Quarter
2006
|
Third
Quarter
2006
|
Fourth
Quarter
2006
|
YTD
2006
|
||||||||||||
Revenue
— Impact
of
Off-hire:
|
Revenue
|
Revenue
|
Revenue
|
Revenue
|
Revenue
|
|||||||||||
(in
thousands)
|
||||||||||||||||
100%
fleet utilization
|
$
|
25,470
|
$
|
28,267
|
$
|
30,174
|
$
|
35,698
|
$
|
119,609
|
||||||
Less
Off-hire:
|
||||||||||||||||
Scheduled
5-Year Survey
|
(360
|
)
|
—
|
—
|
30
|
(330
|
)
|
|||||||||
Incremental
Due to Rudder Horn Repair
|
(303
|
)
|
—
|
—
|
—
|
(303
|
)
|
|||||||||
Grounding
|
—
|
(438
|
)
|
—
|
—
|
(438
|
)
|
|||||||||
Other
|
—
|
—
|
(41
|
)
|
(8
|
)
|
(49
|
)
|
||||||||
Actual
Revenue Earned
|
$
|
24,807
|
$
|
27,829
|
$
|
30,133
|
$
|
35,720
|
$
|
118,489
|
Forecasted
|
|||||||||||||
|
As
of
|
Year
Ending December 31,
|
|||||||||||
Vessel
Size
|
December
31, 2006
|
2007
|
2008
|
2009
|
|||||||||
9600
TEU Class
|
—
|
2
|
2
|
2
|
|||||||||
8500
TEU Class
|
2
|
2
|
2
|
2
|
|||||||||
5100
TEU Class
|
—
|
—
|
—
|
4
|
|||||||||
4800
TEU Class
|
4
|
4
|
4
|
4
|
|||||||||
4250
TEU Class
|
17
|
19
|
19
|
19
|
|||||||||
3500
TEU Class
|
—
|
2
|
2
|
2
|
|||||||||
2500
TEU Class
|
—
|
—
|
2
|
8
|
|||||||||
Operating
Vessels
|
23
|
29
|
31
|
41
|
|||||||||
Capacity
(TEU) (1)
|
108,473
|
143,207
|
148,299
|
183,923
|
(1)
|
Our
9600 TEU vessels, 8500 TEU vessels, 5100 TEU vessels, 4800
TEU vessels,
4250 TEU vessels, 3500 TEU vessels and 2500 TEU vessels have
an actual
capacity of 9580, TEU, 8468 TEU, 5087 TEU, 4809 TEU, 4253
TEU, 3534 TEU
and 2546 TEU respectively.
|
December
31, 2006
|
December
31, 2005
|
||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
92,227
|
$
|
15,718
|
|||
Accounts
receivable
|
641
|
-
|
|||||
Prepaid
expenses
|
3,787
|
2,352
|
|||||
96,655
|
18,070
|
||||||
Vessels
|
1,198,782
|
621,163
|
|||||
Deferred
financing fees
|
7,809
|
6,526
|
|||||
|
|||||||
Intangible
assets
|
1,315
|
-
|
|||||
Fair
value of financial instruments
|
10,711
|
4,799
|
|||||
$
|
1,315,272
|
$
|
650,558
|
||||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued liabilities
|
5,607
|
$
|
1,467
|
||||
Deferred
revenue
|
5,560
|
2,759
|
|||||
11,167
|
4,226
|
||||||
Long-term
debt
|
563,203
|
122,893
|
|||||
Fair
value of financial instruments
|
15,831
|
-
|
|||||
590,201
|
127,119
|
||||||
Share
Capital
|
475
|
360
|
|||||
Additional
paid-in capital
|
748,410
|
512,229
|
|||||
Retained
earnings (deficit)
|
(19,602
|
)
|
6,051
|
||||
Accumulated
other comprehensive income (loss)
|
(4,212
|
)
|
4,799
|
||||
Total
shareholders’ equity
|
725,071
|
523,439
|
|||||
$
|
1,315,272
|
$
|
650,558
|
Quarter
ended
December
31, 2006
|
Year
ended
December
31, 2006
|
||||||
Revenue
|
$
|
35,720
|
$
|
118,489
|
|||
Operating
expenses:
|
|||||||
Ship
operating
|
8,735
|
29,407
|
|||||
Depreciation
|
8,308
|
26,878
|
|||||
General
and administrative
|
1,887
|
4,911
|
|||||
18,930
|
61,196
|
||||||
Operating
earnings
|
16,790
|
57,293
|
|||||
Other
expenses (earnings):
|
|||||||
Interest
expense
|
6,133
|
17,594
|
|||||
Interest
income
|
(1,180
|
)
|
(1,542
|
)
|
|||
Undrawn
credit facility fee
|
744
|
2,803
|
|||||
Amortization
of deferred financing fees
|
499
|
1,966
|
|||||
Change
in fair value of financial instruments
|
544
|
908
|
|||||
6,740
|
21,729
|
||||||
Net
earnings
|
$
|
10,050
|
$
|
35,564
|
|||
Retained
earnings (deficit), beginning of period
|
(14,344
|
)
|
6,051
|
||||
Dividends
on common shares
|
(15,308
|
)
|
(61,217
|
)
|
|||
Deficit,
end of period
|
$
|
(19,602
|
)
|
$
|
(19,602
|
)
|
|
Earnings
per share, basic and diluted
|
$
|
0.24
|
$
|
0.94
|
Quarter
ended
December
31, 2006
|
Year
ended
December
31, 2006
|
||||||
Cash
provided by (used in):
|
|||||||
Operating
activities:
|
|||||||
Net
earnings
|
$
|
10,050
|
$
|
35,564
|
|||
Items
not involving cash:
|
|||||||
Depreciation
|
8,308
|
26,878
|
|||||
Stock-based
compensation
|
955
|
1,182
|
|||||
Amortization
of deferred financing fees
|
499
|
1,966
|
|||||
Change
in fair value of financial instruments
|
544
|
908
|
|||||
Change
in non-cash operating working capital
|
6,178
|
4,865
|
|||||
Cash
from operating activities
|
26,534
|
71,363
|
|||||
Investing
activities:
|
|||||||
Expenditures
for vessels
|
(274,789
|
)
|
(502,363
|
)
|
|||
Deposits
on vessels
|
(2,124
|
)
|
(101,974
|
)
|
|||
Intangible
assets
|
(1,315
|
)
|
(1,315
|
)
|
|||
Cash
used in investing activities
|
(278,228
|
)
|
(605,652
|
)
|
|||
Financing
activities:
|
|||||||
Common
shares issued, net of share issue costs
|
235,114
|
235,114
|
|||||
Draws
on credit facility
|
115,856
|
440,310
|
|||||
Financing
fees incurred
|
(1,498
|
)
|
(3,409
|
)
|
|||
Dividends
on common shares
|
(15,308
|
)
|
(61,217
|
)
|
|||
Cash
from financing activities
|
334,164
|
610,798
|
|||||
Increase
in cash and cash equivalents
|
82,470
|
76,509
|
|||||
Cash
and cash equivalents, beginning of period
|
9,757
|
15,718
|
|||||
Cash
and cash equivalents, end of period
|
$
|
92,227
|
$
|
92,227
|
Quarter
ended
December
31, 2006
|
Year
ended
December
31, 2006
|
||||||
Net
earnings
|
$
|
10,050
|
$
|
35,564
|
|||
Add:
|
|||||||
Depreciation
|
8,308
|
26,878
|
|||||
Interest
expense
|
6,133
|
17,594
|
|||||
Amortization
of deferred financing fees
|
499
|
1,966
|
|||||
Stock-based
compensation
|
955
|
1,182
|
|||||
Change
in fair value of financial instruments
|
544
|
908
|
|||||
Less:
|
|||||||
Interest
income
|
(1,180
|
)
|
(1,542
|
)
|
|||
Net
cash flows before cash interest payments
|
25,309
|
82,550
|
|||||
Less:
|
|||||||
Cash
interest paid
|
(6,533
|
)
|
(18,021
|
)
|
|||
Add:
|
|||||||
Cash
interest received
|
1,138
|
1,500
|
|||||
Cash
available for distribution
|
$
|
19,914
|
$
|
66,029
|