Seaspan Reports Financial Results for the Quarter Ended March

Seaspan Reports Financial Results for the Quarter Ended March 31, 2012  Declares First Quarter Dividend of $0.25 Per Common Share, Representing a 33% Increase Over Previous Quarter's Dividend  HONG KONG, CHINA -- (Marketwire) -- 05/16/12 -- Seaspan Corporation (NYSE:SSW) announced today its financial results for the quarter ended March 31, 2012. Below is a summary of Seaspan's key financial results:   Summary of Key Financial Results (in thousands of USD):                                      Quarter Ended March 31,         Change                                     -----------------------------------------------                                      2012         2011           $       %                                ----------------------------------------------- Reported net earnings           $  51,258    $  50,552   $     706     1.4%  Normalized net earnings(1)      $  33,228    $  25,146   $   8,082    32.1%  Earnings per share, basic       $    0.54    $    0.56   $   (0.02)   (3.6%) Earnings per share, diluted     $    0.51    $    0.53   $   (0.02)   (3.8%) Normalized earnings per                                                       share, converted(1) (Series                                                  A preferred shares converted                                                 at $15)                        $    0.30    $    0.24   $    0.06    25.0%  Cash available for                                                            distribution to common                                                       shareholders(2)                $  65,344    $  50,897   $  14,447    28.4%  Adjusted EBITDA(3)              $ 115,826    $  87,235   $  28,591    32.8%                                                                               -----------------------------                                                   (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, 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 Ended March 31, 2012 and 2011- 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, 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 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 Ended March 31, 2012 and 2011 - 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 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 non-cash charges and items that Seaspan believes are not representative of its operating performance. Please read "Reconciliation of Non-GAAP Financial Measures for the Quarters Ended March 31, 2012 and 2011 - 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 99.1% for the quarter ended March 31,     2012.       --  Accepted delivery of two newbuilding vessels during the quarter,     bringing Seaspan's operating fleet to a total of 67 vessels at March 31,     2012. The two delivered vessels are 13100 TEU vessels, the largest     vessels in Seaspan's fleet and flagship vessels in COSCON's     containership fleet.       --  Paid a fourth quarter dividend of $0.59375 per Series C preferred share     on January 30, 2012, representing a distribution of $8.3 million. The     dividend was paid to all Series C shareholders of record as of January     27, 2012 for the period from October 30, 2011 to January 29, 2012.       --  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.       --  Repurchased 11.3 million Class A common shares through a tender offer at     a price of $15 per share for an aggregate cost of $169.5 million     excluding, fees and expenses.     Gerry Wang, Chief Executive Officer, Co-Chairman, and Co-Founder of Seaspan, commented, "During the first quarter, Seaspan continued to generate strong, stable operational and financial results for shareholders. We also took delivery of two newbuildings during the quarter, increasing our fleet to 67 vessels. Consistent with our strategy, both vessels commenced operations under long-term time charters with a leading liner company."   Mr. Wang added, "Based on our favourable results, our board has declared a $0.25 per share dividend on our Class A common stock for the first quarter, representing a 33% increase. We remain committed to drawing upon our strong and flexible capital structure to further grow our high-quality fleet in a disciplined manner. In achieving this important goal, we intend to continue to emphasize our SAVER vessel design, which we believe provides customers with improved efficiency and operational savings."  First Quarter Developments  Delivery of Vessels   In March 2012, Seaspan accepted delivery of the COSCO Excellence and COSCO Faith vessels. Both 13100 TEU vessels are on charter to COSCON under 12-year, fixed-rate time charter contracts.   Time Charter   In March 2012, CSCL did not exercise its option to extend the time charter for the CSCL Dalian. Seaspan plans to re-charter the vessel, subject to market conditions, following its redelivery to Seaspan on or about July 2012.   UASC Madinah  In March 2012, Seaspan was notified the time charter for the UASC Madinah will not be extended and the vessel will be returned to Seaspan in June 2012. This vessel is owned by one of Seaspan's subsidiaries, and is being chartered to Seaspan. Seaspan's subsidiary financed the vessel with a term loan from a leading U.S. bank, and this term loan will mature in June upon the expiration of the UASC time charter. Subject to certain conditions, the vessel will be sold to the U.S. bank in June 2012 for the amount outstanding under the term loan and will be leased back to Seaspan's subsidiary for approximately nine years.  Open Market Share Repurchase Plan   In February 2012, Seaspan's Board of Directors 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 has entered into a Rule 10b5-1 plan in connection with the share repurchase program. No shares were repurchased during the quarter ended March 31, 2012.  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. For accounting purposes, under U.S. GAAP, the purchase price is required to be valued at the acquisition date. Therefore, the closing share price on the day prior to acquisition of $15.85 per share was used to value the Class A common shares at $66.9 million.  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 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.  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.   Subsequent Events   Dividends   On April 17, 2012, Seaspan declared a quarterly dividend of $0.59375 per Series C preferred share, representing a total distribution of $8.3 million. This dividend was paid on April 30, 2012 to all shareholders of record on April 27, 2012.  On May 12, 2012, Seaspan's board of directors declared a quarterly dividend of $0.25 per Class A common share. The dividend will be paid on June 8, 2012 to all shareholders of record as of May 29, 2012. This represents a 33.3% increase over the previous quarterly common share dividend. With this dividend, Seaspan has 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.  Delivery of vessels   On April 18 and 27, 2012, Seaspan accepted delivery of the COSCO Hope and the COSCO Fortune, respectively, bringing its operating fleet to 69 vessels. Both 13100 TEU vessels are on charter to COSCON under 12-year, fixed-rate time charter contracts.   Time Charter   On April 24, 2012, Seaspan fixed the CSCL Ningbo on a six-month time charter with CSCL at a charter rate of $8,450 per day, with an additional six-month extension option at a charter rate of $12,250 per day.   Loan Facility Transaction   On May 12, 2012, three of Seaspan's subsidiaries concluded documentation for a $224 million loan facility with a leading Chinese bank relating to the construction of its three 10000 TEU newbuilding vessels. Seaspan expects the agreement to be executed by early June 2012. These vessels are scheduled to be delivered in 2014, when they will commence operations under charters with Hanjin Shipping Co., Ltd. ("Hanjin") for a period of 10 years, plus an additional two years at the option of Hanjin. Seaspan has conditionally guaranteed certain financial obligations of its subsidiaries to the Chinese bank under the loan facility.  Results for the Quarter Ended March 31, 2012   The following tables summarize vessel utilization and the impact of off-hire time on Seaspan's revenues for the quarter ended March 31, 2012:                                                              First Quarter                                                          --------------------------                                                           2012         2011                                                    -------------------------- Vessel Utilization:                                                          Ownership Days                                           5,591        5,087  Less Off-hire Days:                                                            Scheduled 5-Year Survey                                  (44)         (53)   Unscheduled Off-hire                                      (7)          (2)                                                   -------------------------- Operating Days                                           5,540        5,032                                                    --------------------------                                                   -------------------------- Vessel Utilization                                        99.1%        98.9%                                                   --------------------------                                                   --------------------------                                                                                                                                     First Quarter                                                         ----------------------------                                                          2012          2011                                                  ----------------------------                                                 Revenue - Impact of Off-Hire (in thousands):                              100% Utilization                                  $   153,349   $   121,983  Less Off-hire:                                                                 Scheduled 5-Year Survey                              (1,058)         (955)   Unscheduled Off-hire(1)                                (202)          (33)                                                 ---------------------------- Actual Revenue Earned                             $   152,089   $   120,995                                                  ============================                                                                              (1) Includes charterer deductions that are not related to off-hire.             Seaspan accepted delivery of 10 vessels during the year ended December 31, 2011. Seaspan began 2012 with 65 vessels in operation and during the quarter ended March 31, 2012, accepted delivery of two vessels, bringing its fleet to a total of 67 vessels in operation as at March 31, 2012. Operating days are the primary driver of revenue, while ownership days are the primary driver for ship operating costs.  The following table summarizes Seaspan's consolidated financial results for the quarters ended March 31, 2012 and 2011:      Financial Summary (in millions):                                                                             Quarter Ended March 31,        Change                                        --------------------------------------------                                        2012        2011           $       %                                  --------------------------------------------                                                                              Revenue                           $   152.1   $   121.0   $    31.1    25.7% Ship operating expense                 34.6        31.1         3.5    11.2% Depreciation                           37.3        30.0         7.3    24.4% General and administrative                                                    expenses                               5.9         2.7         3.2   117.1% Interest expense                       17.0        10.1         6.8    67.3% Change in fair value of                                                       financial instruments                                                        (gain)/loss                            4.7        (5.8)       10.5   180.6%                                                                                                    Quarter Ended March 31,            Increase                               ---------------------------------------------------------                              2012          2011          Days             %                     --------------------------------------------------------- Operating days              5,540         5,032           508          10.1% Ownership days              5,591         5,087           504           9.9%    Revenue   The increase in operating days and the dollar impact thereof, for the quarter ended March 31, 2012 relative to the corresponding period in 2011, was due to the following:                                                   Quarter Ended March 31, 2012                                              -----------------------------------                                                Operating           $ impact                                               Days impact      (in millions)                                           ----------------------------------- 2012 vessel deliveries                                40     $          2.3  Full period contribution for 2011 vessel                                      deliveries                                          763               35.6  Changes due to bareboat charters(1)                 (360)              (8.4) Change in daily charterhire rate                       -                0.2  Change in charterhire days                            61                1.7  Scheduled off-hire                                     9               (0.1) Unscheduled off-hire                                  (5)              (0.2)                                          ----------------------------------- Total                                                508     $         31.1                                           ===================================                                                                              (1) Seaspan bareboat chartered to MSC four 4800 TEU vessels commencing in     the fourth quarter of 2011. These transactions were accounted for as         sales-type leases with the vessels being deemed disposed of and a gross      investment in lease recorded which is being amortized to income through      interest income from leasing. In the comparable period in the prior year,    the hire payments from the time chartering of these vessels to A.P.          Moller-Maersk A/S was included in revenue.                                     Vessel utilization was 99.1% for the quarter ended March 31, 2012 compared to 98.9% for the comparable period in the prior year.   The increase in vessel utilization for the quarter ended March 31, 2012 was primarily due to a decrease in scheduled off-hire. For the quarter ended March 31, 2011, there were four scheduled dry-dockings which resulted in 53 days of off-hire. During the quarter ended March 31, 2012, Seaspan commenced four dry-dockings which resulted in 44 days of scheduled off-hire. The decrease in scheduled off-hire was partially offset by an increase in unscheduled off-hire.  The dry-dockings Seaspan commenced during the quarter ended March 31, 2012 involved the following vessels:                  Vessel                                    Commenced             ---------------------------------------------------             Rio de Janeiro Express                           Q1             CSCL Zeebrugge                                   Q1             COSCO Fuzhou                                     Q1             COSCO Yingkou                                    Q1    Seaspan's cumulative vessel utilization since its initial public offering in August 2005 is 99.3%.   Ship Operating Expense   Prior to the acquisition of the Manager, the ship operating expense was comprised of fees paid to the Manager for technical services in exchange for a fixed fee per day per vessel, which was adjusted every three years. The fixed technical management fee was established based on costs expected to be incurred by the Manager in providing the technical services. As a result of the acquisition, Seaspan's ship operating expense is made up of the direct operating costs of the vessels.  Ship operating expense for the quarter ended March 31, 2012 of $34.6 million included $9.3 million of technical management fees paid to the Manager during the pre-acquisition period from January 1 to January 26, 2012 and $25.3 million in direct costs incurred during the post-acquisition period from January 27 to March 31, 2012.   Ship operating expense increased to $34.6 million for the quarter ended March 31, 2012, from $31.1 million for the same period in the prior year. In 2011, the ship operating expenses represented the amounts paid to the Manager for technical management fees. The increase in ship operating expense was primarily due to an increase in ownership days resulting from the two vessel deliveries in the first quarter of 2012 and a full period of expenses for the 10 vessel deliveries during 2011. In addition, lubricant costs, spares and repairs and maintenance increased due to a worldwide rise in the cost of lubricants, service and parts prices. Prior to the acquisition of the Manager, the entire fixed technical service fee was classified as ship operating expense. As a result of the acquisition of the Manager, the portion of the Manager's general and administrative expenses previously included in the fixed technical service fee, because such expenses are not operating in nature, has been reclassified as general and administrative expenses in 2012 and are no longer included in ship operating expense. This decrease partially offsets the increases described above.   Depreciation   The increase in depreciation expense for the quarter ended March 31, 2012 was due to the two vessel deliveries in 2012 and a full period of ownership for the 10 deliveries in 2011, offset by the impact of the disposition of four MSC bareboat charter vessels.   General and Administrative Expenses   The increase in general and administrative expenses for the quarter ended March 31, 2012 compared to the corresponding period of the prior year was primarily the result of the reclassification of general and administrative expenses of the Manager from ship operating expenses, as described above.   Interest Expense   Interest expense is comprised primarily 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 increase in interest expense for the quarter ended March 31, 2012, was primarily due to a higher average operating debt balance and higher average LIBOR compared to the comparable period in the prior year. The average LIBOR for the quarter ended March 31, 2012 was 0.5% compared to 0.4% for the corresponding period of the prior year. 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.   Change in Fair Value of Financial Instruments   The change in fair value of financial instruments resulted in a loss of $4.7 million for the quarter ended March 31, 2012, compared to a gain of $5.8 million for the comparable quarter last year. The changes in change in fair value for the quarter ended March 31, 2012 were primarily due to decreases in the forward LIBOR curve. 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 March 31, 2012, Seaspan declared a quarterly dividend of $0.25 per Class A common share, representing a total distribution of $15.7 million. The dividend will be paid on June 8, 2012 to all shareholders of record as of May 29, 2012. Because Seaspan adopted a dividend reinvestment plan, or DRIP, the actual amount of cash dividend paid may be less than $15.7 million based on shareholder participation in the DRIP.   Since Seaspan's initial public offering in August 2005, it has declared cumulative dividends of $7.97 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 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 69 containerships in operation and three containerships scheduled for delivery in 2014. Seaspan's operating fleet of 69 vessels has an average age of approximately five years and an average remaining charter period of approximately seven years. All of the three vessels to be delivered to Seaspan are already committed to fixed-rate time charters of 10 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 ended March 31, 2012 on May 17, 2012 at 7:00 a.m. PT / 10:00 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: 79662823. The recording will be available from May 17, 2012 at 10:00 a.m. PT / 1:00 p.m. ET through 8:59 p.m. PT / 11:59 p.m. ET on May 31, 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 MARCH 31, 2012                                                    (IN THOUSANDS OF US DOLLARS)                                                                                                                                                March 31, 2012  December 31, 2011                                           ----------------------------------- Assets                                                                       Current assets:                                                                Cash and cash equivalents                $     289,478     $      481,123    Short term investments                          10,578                  -    Accounts receivable                             16,945              6,837    Prepaid expenses                                26,608             17,398    Gross investment in lease                       14,600             14,640                                           -----------------------------------                                                  358,209            519,998                                                                               Vessels                                        4,601,268          4,289,331  Vessels under construction                       231,537            407,918  Deferred charges                                  45,386             45,917  Gross investment in lease                         92,198             95,798  Goodwill                                          66,662                  -  Other assets                                      78,202             88,754                                           -----------------------------------                                            $   5,473,462     $    5,447,716                                           -----------------------------------                                          -----------------------------------                                                                              Liabilities and Shareholders' Equity                                         Current liabilities:                                                           Accounts payable and accrued                                                  liabilities                             $      55,164     $       47,400    Deferred revenue                                23,666             23,257    Current portion of long-term debt               78,039             81,482    Current portion of other long-term                                            liabilities                                    37,045             37,649                                           -----------------------------------                                                  193,914            189,788                                                                               Long-term deferred revenue                        11,298             12,503  Long-term debt                                 2,958,137          2,914,247  Other long-term liabilities                      643,035            583,263  Fair value of financial instruments              539,010            564,490                                           -----------------------------------                                                4,345,394          4,264,291                                                                               Share capital                                        770                838  Treasury shares                                   (1,444)                 -  Additional paid-in capital                     1,773,435          1,860,979  Deficit                                         (591,415)          (622,406) Accumulated other comprehensive loss             (53,278)           (55,986)                                          ----------------------------------- Total shareholders' equity                     1,128,068          1,183,425                                           -----------------------------------                                                                                                                         $   5,473,462     $    5,447,716                                           -----------------------------------                                          -----------------------------------                                                                                                                                                                                        SEASPAN CORPORATION                             UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT FOR THE QUARTERS                         ENDED MARCH 31, 2012 AND 2011                              (IN THOUSANDS OF US DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)                                                                                                                                  Quarter ended   Quarter ended                                               March 31, 2012  March 31, 2011                                              --------------------------------                                                                              Revenue                                       $     152,089   $     120,995                                                                               Operating expenses:                                                           Ship operating                                      34,550          31,066   Depreciation                                        37,281          29,958   General and administrative                           5,850           2,694                                              --------------------------------                                                      77,681          63,718                                              --------------------------------                                                                              Operating earnings                                   74,408          57,277                                                                               Other expenses (earnings):                                                    Interest expense                                    16,975          10,147   Interest income                                       (308)           (155)  Interest income from leasing                        (1,343)              -   Undrawn credit facility fees                           805           1,261   Amortization of deferred charges                     2,211           1,274   Equity loss on investment                              134               -   Change in fair value of financial                                             instruments                                         4,676          (5,802)                                             --------------------------------                                                      23,150           6,725                                              --------------------------------                                                                              Net earnings                                  $      51,258   $      50,552                                                                               Deficit, beginning of period                       (622,406)       (469,616) Dividends on common shares                          (11,735)         (8,581) Dividends on Series B preferred shares                    -            (591) Dividends on Series C preferred shares               (8,313)              -  Amortization of Series C issuance costs                (219)           (324)                                             -------------------------------- Deficit, end of period                        $    (591,415)  $    (428,560)                                             --------------------------------                                             --------------------------------                                                                              Weighted average number of shares, basic                                      (thousands)                                         63,696          68,854  Weighted average number of shares, diluted                                    (thousands)                                         83,566          85,285                                              --------------------------------                                                                              Earnings per share, basic                     $        0.54   $        0.56                                              --------------------------------                                             -------------------------------- Earnings per share, diluted                   $        0.51   $        0.53                                              --------------------------------                                             --------------------------------                                                                                                                                                                                        SEASPAN CORPORATION                              UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND LOSS FOR THE                     QUARTERS ENDED MARCH 31, 2012 AND 2011                                             (IN THOUSANDS OF US DOLLARS)                                                                                                                                                   Quarter ended    Quarter ended                                              March 31, 2012   March 31, 2011                                            ---------------------------------                                                                              Net earnings                                 $       51,258   $       50,552                                                                              Other comprehensive income:                                                    Amounts reclassified to net earnings                                          during the period, relating to cashflow                                      hedging instruments                                2,708            3,376                                            ---------------------------------                                                                              Comprehensive income                         $       53,966   $       53,928                                            ---------------------------------                                            ---------------------------------                                                                                                                                                                                        SEASPAN CORPORATION                                           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS                               FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011                                         (IN THOUSANDS OF US DOLLARS)                                                                                                                                                 Quarter ended     Quarter ended                                             March 31, 2012    March 31, 2011                                           -----------------------------------                                                                              Cash provided by (used in):                                                                                                                               Operating activities:                                                         Net earnings                              $       51,258    $       50,552   Items not involving cash:                                                     Depreciation                                     37,281            29,958    Share-based compensation                            586               387    Amortization of deferred charges                  2,211             1,274    Amounts reclassified from other                                               comprehensive loss                               2,542             3,285    Unrealized change in fair value of                                            financial instruments                          (25,783)          (35,552)   Equity loss on investment                           134                 -  Change in assets and liabilities                  (18,470)          (13,515)                                          ----------------------------------- Cash from operating activities                     49,759            36,389                                           -----------------------------------                                                                              Financing activities:                                                         Preferred shares issued, net of share                                         issue costs                                           -           240,376   Draws on credit facilities                        45,490             1,910   Repayment on credit facilities                   (10,042)                -                                                                                Repayment on other long-term liabilities         (24,649)           (2,213)  Tender Offer                                    (170,609)                -   Financing fees                                       (16)             (682)  Dividends on common shares(4)                     (7,367)           (6,251)  Dividends on preferred shares                     (8,313)             (320)                                          ----------------------------------- Cash from (used in) financing activities         (175,506)          232,820                                           -----------------------------------                                                                              Investing activities:                                                         Expenditures for vessels                         (86,635)          (90,561)  Cash acquired on acquisition of Seaspan                                       Management Services Ltd.                         23,910                 -   Short term investments                           (10,214)                -   Intangible assets                                  7,041              (589)                                          ----------------------------------- Cash used in investing activities                 (65,898)          (91,150)                                          -----------------------------------                                                                              Increase (decrease) in cash and cash                                          equivalents                                     (191,645)          178,059  Cash and cash equivalents, beginning of                                       period                                           481,123            34,219                                           ----------------------------------- Cash and cash equivalents, end of period   $      289,478    $      212,278                                           -----------------------------------                                          -----------------------------------                                                                              (4) During the quarter ended March 31, 2012, non-cash dividends of $4.4       million were paid through the dividend reinvestment plan. 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 ENDED MARCH 31, 2012 AND 2011                                         (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 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 ended     Quarter ended                                             March 31, 2012    March 31, 2011                                           -----------------------------------                                                                              Net earnings                               $       51,258    $       50,552  Add:                                                                          Depreciation                                      37,281            29,958   Interest expense                                  16,975            10,147   Amortization of deferred charges                   2,211             1,274   Share-based compensation                             586               387   Change in fair value of financial                                             instruments                                       4,676            (5,802)  Bareboat charter adjustment, net (1)               2,297                 -   Organizational development costs(2)                  631                 -  Less:                                                                         Amounts paid for dry-dock adjustment              (1,946)           (1,458)  Series B preferred share dividends                                            paid(3)                                               -              (320)  Series C preferred share dividends paid                                       and accumulated(3)                               (8,313)           (4,090)                                          ----------------------------------- Net cash flows before interest payments           105,656            80,648  Less:                                                                         Interest expense at the hedged rate(4)           (40,312)          (29,751)                                          ----------------------------------- Cash available for distribution to common                                     shareholders                              $       65,344    $       50,897                                           -----------------------------------                                          -----------------------------------                                                                                                           SEASPAN CORPORATION                                             RECONCILIATION OF NON-GAAP FINANCIAL MEASURES                               FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011                       (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 a useful measure 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.                                   SEASPAN CORPORATION                                             RECONCILIATION OF NON-GAAP FINANCIAL MEASURES                               FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011                       (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 (continued)                                                  Quarter ended     Quarter ended                                             March 31, 2012    March 31, 2011                                           -----------------------------------                                                                              Net earnings                               $       51,258    $       50,552  Adjust:                                                                        Interest expense                                 16,975            10,147    Change in fair value of financial                                             instruments                                      4,676            (5,802)   Organizational development costs (2)                631                 -    Interest at hedged rate(4)                      (40,312)          (29,751)                                          ----------------------------------- Normalized net earnings                    $       33,228    $       25,146                                           ----------------------------------- Less: preferred share dividends                                                                                                                             Series A                                          8,128             7,142    Series B                                              -               591    Series C (including amortization of                                           issuance costs)                                  8,534             4,414                                           -----------------------------------                                                    16,662            12,147                                           ----------------------------------- Normalized net earnings attributable to                                       common shareholders                       $       16,566    $       12,999                                           -----------------------------------                                          -----------------------------------                                                                              Weighted average number of shares used to                                     compute earnings per share:                                                 Reported and normalized, basic                     63,696            68,854    Share-based compensation                            198               101    Contingent consideration                            703                 -    Shares held in escrow                               586                 -    Series A preferred shares liquidation                                         preference converted at $15                     18,383            16,330                                           ----------------------------------- Normalized, converted                              83,566            85,285    Series A preferred shares 115% premium                                        (30-day trailing average)                            -                 -                                           ----------------------------------- Reported, diluted(5)                               83,566            85,285                                           ----------------------------------- Earnings per share:                                                            Reported, basic                          $         0.54    $         0.56                                           -----------------------------------                                          -----------------------------------   Reported, diluted                        $         0.51    $         0.53                                           -----------------------------------                                          -----------------------------------   Normalized, converted - preferred                                             shares converted at $15(6)              $         0.30    $         0.24                                           -----------------------------------                                          -----------------------------------                                                                                                           SEASPAN CORPORATION                                             RECONCILIATION OF NON-GAAP FINANCIAL MEASURES                               FOR THE QUARTERS ENDED MARCH 31, 2012 AND 2011                            (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 before interest expense and other debt-related expenses, income tax expense, interest income, 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. Adjusted EBITDA 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.                                                  Quarter ended     Quarter ended                                             March 31, 2012    March 31, 2011                                           -----------------------------------                                                                              Net earnings                               $       51,258    $       50,552  Add:                                                                          Interest expense                                  16,975            10,147   Interest income                                     (308)             (155)  Undrawn credit facility fees                         805             1,261   Depreciation                                      37,281            29,958   Amortization of deferred charges                   2,211             1,274   Change in fair value of financial                                             instruments                                       4,676            (5,802)  Bareboat charter adjustment, net(1)                2,297                 -   Organizational development costs(2)                  631                 -                                           ----------------------------------- Adjusted EBITDA                            $      115,826    $       87,235                                           -----------------------------------                                          -----------------------------------                                                                              (1)  In the second half of 2011, Seaspan entered into agreements to bareboat      charter to MSC four 4800 TEU vessels for a five year term, beginning         from vessel delivery dates that occurred in 2011. 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.                         (2)  Organizational development costs include professional fees and               integration costs related to the acquisition of the Manager.            (3)  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.                                                   (4)  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.         (5)  If the effect of Series A preferred shares is anti-dilutive, their           effect is excluded from the computation of reported diluted earnings         per share.                                                              (6)  Normalized earnings per share, converted, for the quarter ended March        31, 2012 is comparable to the comparable quarter in the prior year.          Excluding share count changes, a decrease of $0.04 per share due to the      impact of the Series B and C preferred shares for the three months           ended March 31, 2012 was offset by an increase of $0.10 per share due        to a rise in normalized net earnings. In addition, due to a decrease in      converted share count (85,285 to 83,566), there is an increase of $0.01      per share.                                                                 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, including, among other things, on ship operating expenses and general and administrative expenses; the closing of the financing for the three newbuilding vessels; 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; satisfaction of closing conditions for the newbuilding vessel financing; 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, 2011. 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. Contacts: Seaspan Corporation - Investor Relations Inquiries Mr. Sai W. Chu Chief Financial Officer 604-638-2575 www.seaspancorp.com  The IGB Group - Media Inquiries Mr. Leon Berman 212-477-8438    
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