UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2019
Commission File Number: 1-32591
SEASPAN CORPORATION
(Exact name of Registrant as specified in its charter)
Unit 2, 2nd Floor, Bupa Centre,
141 Connaught Road West,
Hong Kong
China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40- F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ☐
THIS REPORT OF FOREIGN PRIVATE ISSUER ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATE MENTS OF THE REGISTRANT:
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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-151329) FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MAY 30, 2008; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-195571) FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-200639) FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014; |
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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-211545) FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017, MARCH 7, 2017 AND APRIL 19, 2017; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017; |
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REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-224288) FILED WITH THE SEC ON APRIL 13, 2018, AS AMENDED ON MAY 3, 2018 AND MAY 7, 2018; |
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REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018; |
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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018; |
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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019; |
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REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; and |
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REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 10, 2019. |
Item 1 – Information Contained in this Form 6-K Report
As previously announced, on January 15, 2019, Seaspan Corporation (the “Company”) issued and sold to Fairfax Financial Holdings Limited, through certain of its affiliates (such affiliates being referred to as the “Fairfax Investors”), $250 million aggregate principal amount of the Company’s 5.50% Senior Notes due 2026 (the “Notes”) and warrants to purchase the Company’s Class A common shares, for an aggregate purchase price of $250 million in a transaction exempt from registration under the U.S. Securities Act of 1933, as amended. The Notes are guaranteed by certain subsidiary guarantors of the Company (the “Guarantors”) specified in the indenture, dated October 10, 2017, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented by a ninth supplemental indenture, dated as of January 15, 2019, by and among the Company, the subsidiary guarantors specified therein and the Trustee.
In connection with the issuance of the Notes, the Company agreed with the Fairfax Investors to file a registration statement on Form F-4 with the Securities and Exchange Commission (the “SEC”) with respect to an offer to exchange the Notes and related guarantees for substantially identical notes and guarantees registered under the Securities Act. The registration statement on Form F-4 (File No. 333-231401) was filed with the SEC on May 10, 2019. The Company is furnishing this Report of Foreign Private Issuer on Form 6-K to provide the unaudited interim financial statements of Greater China Intermodal Investments LLC (“GCI”) as of March 31, 2019 and for the three-month periods ended March 31, 2019 and March 31, 2018 (the “GCI Interim Financial Statements”), as required by Rule 3-16 of Regulation S-X due to a pledge, as collateral for the Notes, of all of the limited liability company interests of GCI directly held and owned from time to time by the Company’s subsidiary Seaspan Investment I Ltd.
The GCI Interim Financial Statements are set forth as Exhibit 99.1 hereto. The information included in Exhibit 99.1 should be read in conjunction with the audited financial statements of GCI as of December 31, 2018 and 2017 and for the three-year period ended December 31, 2018, furnished to the SEC on the Company’s Report of Foreign Private Issuer on Form 20-F on March 26, 2019.
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Exhibit No. |
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Description |
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99.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SEASPAN CORPORATION |
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Date: May 13, 2019 |
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By: |
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/s/ Ryan Courson |
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Name: Ryan Courson Title: Chief Financial Officer |
Exhibit 99.1
GREATER CHINA INTERMODAL INVESTMENTS LLC
Interim Consolidated Balance Sheets
(Unaudited)
(Expressed in thousands of United States dollars)
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March 31, 2019 |
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December 31, 2018 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
108,563 |
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$ |
84,157 |
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Short term investments |
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— |
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2,426 |
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Accounts receivable and prepaid |
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934 |
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4,279 |
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Due from Seaspan (note 2) |
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315 |
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315 |
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109,812 |
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91,177 |
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Vessels (note 3) |
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1,695,925 |
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1,710,197 |
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Other assets |
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12,447 |
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12,048 |
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$ |
1,818,184 |
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$ |
1,813,422 |
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Liabilities and Members' Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
1,983 |
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$ |
4,878 |
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Current portion of deferred revenue |
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4,033 |
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4,724 |
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Due to Seaspan (note 2) |
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149,235 |
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141,885 |
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Current portion of long term debt (note 4) |
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86,430 |
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84,965 |
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Loan from Seaspan (note 2) |
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36,100 |
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36,100 |
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277,781 |
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272,552 |
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Long-term debt (note 4) |
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827,377 |
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848,264 |
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Fair value of financial instruments (note 5) |
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1,216 |
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1,015 |
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1,106,374 |
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1,121,831 |
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Members' Equity |
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Members' capital |
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493,232 |
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493,232 |
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Accumulated income |
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218,578 |
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198,359 |
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$ |
1,818,184 |
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$ |
1,813,422 |
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Commitments and contingencies (note 6) |
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Subsequent events (note 9) |
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See accompanying notes to interim consolidated financial statements.
1
GREATER CHINA INTERMODAL INVESTMENTS LLC
Interim Consolidated Statements of Operations
(Unaudited)
(Expressed in thousands of United States dollars)
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Three months ended March 31, |
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2019 |
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2018 |
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Revenue |
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$ |
58,547 |
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$ |
48,740 |
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Operating expenses: |
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Ship operating |
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10,295 |
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10,106 |
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Depreciation |
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14,137 |
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12,685 |
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General and administrative |
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114 |
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14,397 |
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24,546 |
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37,188 |
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Operating earnings |
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34,001 |
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11,552 |
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Other expense (income): |
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Interest expense and amortization of deferred financing fees |
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13,642 |
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13,397 |
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Change in fair value of financial instruments (note 5) |
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365 |
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(1,347 |
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Interest income |
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(225 |
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— |
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Other income |
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— |
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(173 |
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13,782 |
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11,877 |
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Net income (loss) and comprehensive income (loss) |
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$ |
20,219 |
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$ |
(325 |
) |
See accompanying notes to interim consolidated financial statements.
2
GREATER CHINA INTERMODAL INVESTMENTS LLC
Interim Consolidated Statements of Members’ Equity
(Unaudited)
(Expressed in thousands of United States dollars)
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Three months ended March 31, 2018 |
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Members' capital |
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Accumulated income |
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Total members' equity |
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Balance, December 31, 2017 |
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$ |
477,081 |
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$ |
138,040 |
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$ |
615,121 |
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Capital contributions, net |
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16,155 |
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— |
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16,155 |
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Net loss and comprehensive loss |
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— |
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(325 |
) |
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(325 |
) |
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Balance, March 31, 2018 |
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$ |
493,236 |
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$ |
137,715 |
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$ |
630,951 |
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Three months ended March 31, 2019 |
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Members' capital |
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Accumulated income |
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Total members' equity |
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Balance, December 31, 2018 |
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$ |
493,232 |
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$ |
198,359 |
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$ |
691,591 |
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Net income and comprehensive income |
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— |
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20,219 |
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20,219 |
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Balance, March 31, 2019 |
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$ |
493,232 |
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$ |
218,578 |
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$ |
711,810 |
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See accompanying notes to interim consolidated financial statements.
3
GREATER CHINA INTERMODAL INVESTMENTS LLC
Interim Consolidated Statements Cash Flows
(Unaudited)
(Expressed in thousands of United States dollars)
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Three months ended March 31, |
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2019 |
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2018 |
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Cash from (used in): |
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Operating activities: |
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Net income (loss) |
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$ |
20,219 |
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$ |
(325 |
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Items not involving cash: |
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Depreciation |
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14,137 |
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12,685 |
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Amortization of deferred charges |
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1,047 |
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922 |
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Unrealized change in fair value of financial instruments |
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313 |
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(1,901 |
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Shares issued to settle charter commissions |
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— |
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186 |
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Amortization of other assets |
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440 |
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440 |
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Changes in operating assets and liabilities |
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Accounts receivable and prepaid |
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3,345 |
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236 |
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Due from Seaspan |
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— |
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(42 |
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Due from entities under common control |
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— |
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303 |
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Other assets |
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(951 |
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284 |
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Accounts payable and accrued liabilities |
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(2,895 |
) |
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14,497 |
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Deferred revenue |
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(691 |
) |
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(2,359 |
) |
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Due to Seaspan |
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7,485 |
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— |
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Due to affiliates |
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— |
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2,502 |
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Cash from operating activities |
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42,449 |
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27,428 |
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Investing activities: |
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Expenditures for vessels |
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— |
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(10,517 |
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Short term investments |
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2,426 |
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— |
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Cash from (used in) investing activities |
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2,426 |
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(10,517 |
) |
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Financing activities: |
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Repayment of credit facilities |
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(20,469 |
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(18,676 |
) |
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Loan from Seaspan |
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— |
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534 |
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Payments for financing fees |
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— |
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(201 |
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Cash used in financing activities |
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(20,469 |
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(18,343 |
) |
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Increase (decrease) in cash and cash equivalents |
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24,406 |
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(1,432 |
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Cash and cash equivalents, beginning of period |
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84,157 |
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55,130 |
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Cash and cash equivalents, end of period |
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$ |
108,563 |
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$ |
53,698 |
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Supplemental cash flow information (note 8) |
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See accompanying notes to interim consolidated financial statements.
4
GREATER CHINA INTERMODAL INVESTMENTS LLC
Notes to Interim Consolidated Financial Statements (Continued)
Three months ended March 31, 2019 and 2018
(Unaudited)
(Tabular amounts expressed in thousands of United States dollars, unless otherwise indicated)
1 . Significant accounting policies:
(a) Basis of presentation:
These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on a basis consistent with those followed in the December 31, 2018 audited annual consolidated financial statements. The accompanying interim financial information is unaudited and reflects all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. These unaudited interim consolidated financial statements do not include all disclosures required under GAAP for annual financial statements and should be read in conjunction with the December 31, 2018 audited annual consolidated financial statements.
Greater China Intermodal Investments LLC (the “Company”) monitors its liquidity requirements to ensure that it maintains sufficient cash to meet its requirements in the short and long-term. Management believes that cash flows generated from operations and continued support from Seaspan will sufficiently fund its obligations.
(b) Recent accounting pronouncements:
Fair value measurement
In August 2015, FASB issued Accounting Standards Update (“ASU”) 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 revises fair value disclosures, including requiring additional information on changes in unrealized gains and losses and significant unobservable inputs as it relates to Level 3 fair value measurements. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of this update. The Company is evaluating the accounting update to determine the impact it will have on its consolidated financial statements.
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2 . |
Related party transactions: |
During the three months ended March 31, 2019, Seaspan Corporation (together with all of its wholly owned subsidiaries, “Seaspan”) paid nil in acquisition costs which were settled through increase in membership interest in the Company (March 31, 2018 - $15.2 million). As at March 31, 2019, amounts due to Seaspan primarily relate to installment payments for vessels under construction, debt repayments and certain amounts paid under management agreements. The Company’s equity is pledged as collateral to the debentures issued by Seaspan to Fairfax Financial Holdings Ltd. and its affiliates (“Fairfax”).
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Three months ended March 31, |
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2019 |
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2018 |
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Costs incurred under management and consulting agreements: |
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Interest expense |
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— |
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$ |
574 |
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Ship management fees and charter commissions |
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1,215 |
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1,439 |
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March 31, 2019 |
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December 31, 2018 |
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Amounts receivable from (owing to) related parties: |
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Due from Seaspan |
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$ |
315 |
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$ |
315 |
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Due to Seaspan |
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(149,235 |
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(141,885 |
) |
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Loan from Seaspan |
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(36,100 |
) |
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(36,100 |
) |
5
GREATER CHINA INTERMODAL INVESTMENTS LLC
Notes to Interim Consolidated Financial Statements (Continued)
Three months ended March 31, 2019 and 2018
(Unaudited)
(Tabular amounts expressed in thousands of United States dollars, unless otherwise indicated)
Interest expense is related to the loan from Seaspan. Ship management fees are paid to Seaspan to manage the operations of the Company’s vessels and are included in ship operating expenses. For the three months ended March 31, 2019, the loan outstanding from Seaspan did not bear interest.
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3 . |
Vessels: |
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March 31, 2019 |
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Cost |
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Accumulated depreciation |
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Net book value |
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Vessels |
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$ |
1,887,556 |
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$ |
(191,631 |
) |
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$ |
1,695,925 |
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December 31, 2018 |
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Cost |
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Accumulated depreciation |
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Net book value |
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Vessels |
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$ |
1,887,691 |
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$ |
(177,494 |
) |
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$ |
1,710,197 |
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4 . |
Long-term debt: |
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March 31, 2019 |
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December 31, 2018 |
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Term loan credit facilities (a) (b) |
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$ |
930,960 |
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$ |
951,429 |
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Deferred financing fees |
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(17,153 |
) |
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(18,200 |
) |
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Long-term debt |
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913,807 |
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933,229 |
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Current portion long-term debt |
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(86,430 |
) |
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(84,965 |
) |
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Long-term debt |
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$ |
827,377 |
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$ |
848,264 |
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(a) Term loan credit facilities:
The term loan credit facilities bear interest rates of three month LIBOR plus a margin per annum that are payable quarterly. At March 31, 2019, the three month average LIBOR was 2.6% (December 31, 2018 – 2.5%). Term loan credit facilities mature between September 2022 and June 2027.
The Company must meet certain financial covenants under these term loan facilities, including maintaining certain minimum tangible net worth and debt to asset ratios. At March 31, 2019, the Company was in compliance with all significant terms and default provisions related to long-term debt obligations.
(b) Minimum repayments:
As at March 31, 2019, minimum repayments for the principal balances outstanding with respect to the term loan credit facilities are as follows:
|
Remainder of 2019 |
|
$ |
64,496 |
|
|
2020 |
|
|
88,864 |
|
|
2021 |
|
|
92,261 |
|
|
2022 |
|
|
157,402 |
|
|
2023 |
|
|
330,572 |
|
|
Thereafter |
|
|
197,365 |
|
|
|
|
$ |
930,960 |
|
The weighted average rate of interest, including the margin, was 5.1% at March 31, 2019 (December 31, 2018 - 5.1%). Interest payments are made quarterly.
6
GREATER CHINA INTERMODAL INVESTMENTS LLC
Notes to Interim Consolidated Financial Statements (Continued)
Three months ended March 31, 2019 and 2018
(Unaudited)
(Tabular amounts expressed in thousands of United States dollars, unless otherwise indicated)
(a) Fair value:
The carrying values of cash and cash equivalents, short term investments, accounts receivables and prepaid, due from Seaspan, accounts payable and accrued liabilities, due to Seaspan and loan from Seaspan approximate their fair values because of their short-term to maturity.
The Company has the following financial instruments remaining:
|
|
|
|
|
March 31, 2019 |
|
|
|
|
December 31, 2018 |
|
||||||||
|
|
|
Fair value hierarchy |
|
Carrying value |
|
Estimated fair value |
|
|
Fair value hierarchy |
|
Carrying value |
|
Estimated fair value |
|
||||
|
Financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of interest rate derivatives - asset |
|
Level 2 |
|
$ |
— |
|
$ |
— |
|
|
Level 2 |
|
$ |
113 |
|
$ |
113 |
|
|
Fair value of interest rate derivatives - liability |
|
Level 2 |
|
|
1,216 |
|
|
1,216 |
|
|
Level 2 |
|
|
1,015 |
|
|
1,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding deferred financing fees |
|
Level 2 |
|
|
930,960 |
|
|
923,909 |
|
|
Level 2 |
|
|
951,429 |
|
|
945,171 |
|
Financial instruments – The fair value of the Company’s interest rate swap agreements are the estimated amounts that the Company would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, and if the swap is not collateralized, the current credit worthiness of either the Company or the swap counterparties. The estimated amount is the present value of future cash flows. The inputs used to determine the future cash flow include the fixed interest rate of the swap and market interest rates. Given the current volatility in the credit markets, it is reasonably possible that the amounts recorded as financial instruments could vary by material amounts in the near term.
The Company’s interest rate derivative financial instruments are re-measured to fair value at the end of each reporting period. The fair values of the interest rate derivative financial instruments have been calculated by discounting the future cash flow of both the fixed rate and variable rate interest rate payments. The discount rate was derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk, related to the credit risk of the counterparties or our non-performance risk.
The fair values of the interest rate derivative financial instruments are primarily determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized the fair value of these derivative financial instruments as Level 2 in the fair value hierarchy.
Long-term debt – The fair values of the Company’s variable rate long-term debt, excluding deferred financing fees are estimated based on expected principal repayments and interest, discounted by relevant forward rates plus a margin management considers to be appropriate to the credit risk of the Company. Therefore, the Company has categorized the fair value of these financial instruments as Level 2 in the fair value hierarchy.
(b) Interest rate derivative financial instruments:
As of March 31, 2019, the Company had the following outstanding interest rate derivatives:
(1) Excludes the margin the Company pays on its long-term debt
7
GREATER CHINA INTERMODAL INVESTMENTS LLC
Notes to Interim Consolidated Financial Statements (Continued)
Three months ended March 31, 2019 and 2018
(Unaudited)
(Tabular amounts expressed in thousands of United States dollars, unless otherwise indicated)
If interest rates remain at their current levels, the Company expects that $0.8 million would be settled in cash in the next 12 months on instruments maturing after March 31, 2019. The amount of the actual settlement may be different depending on the interest rate in effect at the time settlements are made.
|
6 . |
Commitments and contingencies: |
As of March 31, 2019, the minimum future revenues to be received on committed time charter agreements are as follows:
|
Remainder of 2019 |
|
$ |
191,779 |
|
|
2020 |
|
|
232,228 |
|
|
2021 |
|
|
202,031 |
|
|
2022 |
|
|
160,981 |
|
|
2023 |
|
|
118,196 |
|
|
Thereafter |
|
|
202,677 |
|
|
|
|
$ |
1,107,892 |
|
The minimum future revenues are based on 100% utilization, relate to committed time charter agreements currently in effect and assume no renewals or extensions.
|
7 . |
Concentrations: |
The Company’s revenue is derived from the following customers:
|
|
|
Three months ended March 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
Yang Ming Marine Transport Corp. |
|
$ |
27,028 |
|
|
$ |
24,843 |
|
|
Mitsui O.S.K. Lines, Ltd. |
|
|
13,500 |
|
|
|
14,876 |
|
|
Maersk Line A/S (1) |
|
|
6,687 |
|
|
|
6,713 |
|
|
CMA CGM S.A. |
|
|
7,732 |
|
|
|
498 |
|
|
Other |
|
|
3,600 |
|
|
|
1,810 |
|
|
|
|
$ |
58,547 |
|
|
$ |
48,740 |
|
|
|
(1) |
A subsidiary of A.P. Moller-Maersk A/S |
|
8 . |
Supplemental cash flow information: |
|
|
|
Three months ended March 31, |
|
|||||
|
|
|
2019 |
|
|
2018 |
|
||
|
Non-cash transactions: |
|
|
|
|
|
|
|
|
|
Charter commission settled by issuance of equity to a member |
|
|
— |
|
|
$ |
186 |
|
|
Due to Seaspan settled through increase in membership interest |
|
|
— |
|
|
|
15,224 |
|
|
Interest payments: |
|
|
|
|
|
|
|
|
|
Interest paid |
|
|
13,288 |
|
|
|
12,387 |
|
8
GREATER CHINA INTERMODAL INVESTMENTS LLC
Notes to Interim Consolidated Financial Statements (Continued)
Three months ended March 31, 2019 and 2018
(Unaudited)
(Tabular amounts expressed in thousands of United States dollars, unless otherwise indicated)
The Company has evaluated subsequent events up to May 13, 2019, the date the interim consolidated financial statements were available to be issued and has determined that no events or transactions require adjustment or disclosure in the financial statements.
9