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:

 

 

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;

 

 

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011;

 

 

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013;

 

 

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013;

 

 

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;

 

 

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;

 

 

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014;

 

 

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015;

 

 

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;

 

 

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016;

 

 

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017;

 

 

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017;

 

 

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;

 

 

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018;

 

 

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018;

 


 

 

 

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018;

 

 

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019;

 

 

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; and

 

 

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.

 

 


 


 

Exhibit Index

 

 

 

 

Exhibit No.

 

Description

 

 

99.1

 

Interim financial statements of Greater China Intermodal Investments LLC as of March 31, 2019 and for the three-month periods ended March 31, 2019 and March 31, 2018.

 

 

 

 

 

 

 


 

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.

 

 

 

 

 

 

 

 

 

 

 

 

SEASPAN CORPORATION

 

 

 

 

Date: May 13, 2019

 

 

 

By:

 

/s/ Ryan Courson

 

 

 

 

 

 

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)

 

 

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

108,563

 

 

$

84,157

 

Short term investments

 

 

 

 

 

 

2,426

 

Accounts receivable and prepaid

 

 

 

934

 

 

 

4,279

 

Due from Seaspan (note 2)

 

 

 

315

 

 

 

315

 

 

 

 

 

109,812

 

 

 

91,177

 

Vessels (note 3)

 

 

 

1,695,925

 

 

 

1,710,197

 

Other assets

 

 

 

12,447

 

 

 

12,048

 

 

 

 

$

1,818,184

 

 

$

1,813,422

 

Liabilities and Members' Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

$

1,983

 

 

$

4,878

 

Current portion of deferred revenue

 

 

 

4,033

 

 

 

4,724

 

Due to Seaspan (note 2)

 

 

 

149,235

 

 

 

141,885

 

Current portion of long term debt (note 4)

 

 

 

86,430

 

 

 

84,965

 

Loan from Seaspan (note 2)

 

 

 

36,100

 

 

 

36,100

 

 

 

 

 

277,781

 

 

 

272,552

 

Long-term debt (note 4)

 

 

 

827,377

 

 

 

848,264

 

Fair value of financial instruments  (note 5)

 

 

 

1,216

 

 

 

1,015

 

 

 

 

 

1,106,374

 

 

 

1,121,831

 

Members' Equity

 

 

 

 

 

 

 

 

 

Members' capital

 

 

 

493,232

 

 

 

493,232

 

Accumulated income

 

 

 

218,578

 

 

 

198,359

 

 

 

 

$

1,818,184

 

 

$

1,813,422

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (note 6)

 

 

 

 

 

 

 

 

 

Subsequent events (note 9)

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

Three months ended March 31,

 

 

 

 

2019

 

 

2018

 

Revenue

 

 

$

58,547

 

 

$

48,740

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Ship operating

 

 

 

10,295

 

 

 

10,106

 

Depreciation

 

 

 

14,137

 

 

 

12,685

 

General and administrative

 

 

 

114

 

 

 

14,397

 

 

 

 

 

24,546

 

 

 

37,188

 

Operating earnings

 

 

 

34,001

 

 

 

11,552

 

Other expense (income):

 

 

 

 

 

 

 

 

 

Interest expense and amortization of

    deferred financing fees

 

 

 

13,642

 

 

 

13,397

 

Change in fair value of financial instruments (note 5)

 

 

 

365

 

 

 

(1,347

)

Interest income

 

 

 

(225

)

 

 

 

Other income

 

 

 

 

 

 

(173

)

 

 

 

 

13,782

 

 

 

11,877

 

Net income (loss) and comprehensive income (loss)

 

 

$

20,219

 

 

$

(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)

 

 

Three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' capital

 

 

Accumulated income

 

 

Total members' equity

 

Balance, December 31, 2017

 

 

$

477,081

 

 

$

138,040

 

 

$

615,121

 

Capital contributions, net

 

 

 

16,155

 

 

 

 

 

 

16,155

 

Net loss and comprehensive loss

 

 

 

 

 

 

(325

)

 

 

(325

)

Balance, March 31, 2018

 

 

$

493,236

 

 

$

137,715

 

 

$

630,951

 

 

 

Three months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members' capital

 

 

Accumulated income

 

 

Total members' equity

 

Balance, December 31, 2018

 

 

$

493,232

 

 

$

198,359

 

 

$

691,591

 

Net income and comprehensive income

 

 

 

 

 

 

20,219

 

 

 

20,219

 

Balance, March 31, 2019

 

 

$

493,232

 

 

$

218,578

 

 

$

711,810

 

 

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)

 

 

 

 

 

Three months ended March 31,

 

 

 

 

 

2019

 

 

2018

 

 

Cash from (used in):

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

$

20,219

 

 

$

(325

)

 

Items not involving cash:

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

14,137

 

 

 

12,685

 

 

Amortization of deferred charges

 

 

 

1,047

 

 

 

922

 

 

Unrealized change in fair value of

   financial instruments

 

 

 

313

 

 

 

(1,901

)

 

Shares issued to settle charter

   commissions

 

 

 

 

 

 

186

 

 

Amortization of other assets

 

 

 

440

 

 

 

440

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

Accounts receivable and prepaid

 

 

 

3,345

 

 

 

236

 

 

Due from Seaspan

 

 

 

 

 

 

(42

)

 

Due from entities under common

   control

 

 

 

 

 

 

303

 

 

Other assets

 

 

 

(951

)

 

 

284

 

 

Accounts payable and accrued

   liabilities

 

 

 

(2,895

)

 

 

14,497

 

 

Deferred revenue

 

 

 

(691

)

 

 

(2,359

)

 

Due to Seaspan

 

 

 

7,485

 

 

 

 

 

Due to affiliates

 

 

 

 

 

 

2,502

 

 

Cash from operating activities

 

 

 

42,449

 

 

 

27,428

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

Expenditures for vessels

 

 

 

 

 

 

(10,517

)

 

Short term investments

 

 

 

2,426

 

 

 

 

 

Cash from (used in) investing activities

 

 

 

2,426

 

 

 

(10,517

)

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

Repayment of credit facilities

 

 

 

(20,469

)

 

 

(18,676

)

 

Loan from Seaspan

 

 

 

 

 

 

534

 

 

Payments for financing fees

 

 

 

 

 

 

(201

)

 

Cash used in financing activities

 

 

 

(20,469

)

 

 

(18,343

)

 

Increase (decrease) in cash and cash equivalents

 

 

 

24,406

 

 

 

(1,432

)

 

Cash and cash equivalents, beginning of period

 

 

 

84,157

 

 

 

55,130

 

 

Cash and cash equivalents, end of period

 

 

$

108,563

 

 

$

53,698

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information (note 8)

 

 

 

 

 

 

 

 

 

 

 

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.

 

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”).

 

 

 

Three months ended March 31,

 

 

 

2019

 

2018

 

Costs incurred under management and consulting agreements:

 

 

 

 

 

 

 

Interest expense

 

 

 

$

574

 

Ship management fees and charter commissions

 

 

1,215

 

 

1,439

 

 

 

 

March 31,

2019

 

December 31,

2018

 

Amounts receivable from (owing to) related parties:

 

 

 

 

 

 

 

Due from Seaspan

 

$

315

 

$

315

 

Due to Seaspan

 

 

(149,235

)

 

(141,885

)

Loan from Seaspan

 

 

(36,100

)

 

(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.

 

3 .

Vessels:

 

March 31, 2019

 

Cost

 

 

Accumulated depreciation

 

 

Net book value

 

Vessels

 

$

1,887,556

 

 

$

(191,631

)

 

$

1,695,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Cost

 

 

Accumulated depreciation

 

 

Net book value

 

Vessels

 

$

1,887,691

 

 

$

(177,494

)

 

$

1,710,197

 

 

4 .

Long-term debt:

 

 

 

March 31,

2019

 

 

December 31,

2018

 

Term loan credit facilities (a) (b)

 

$

930,960

 

 

$

951,429

 

Deferred financing fees

 

 

(17,153

)

 

 

(18,200

)

Long-term debt

 

 

913,807

 

 

 

933,229

 

Current portion long-term debt

 

 

(86,430

)

 

 

(84,965

)

Long-term debt

 

$

827,377

 

 

$

848,264

 

 

(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)

 

5 .

Financial instruments:

(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:

 

Fixed per annum rate swapped for LIBOR (1)

Notional amounts as of March 31, 2019

 

Maximum notional amount

 

Effective date

Ending date

3.27%

$

68,443

 

$

68,443

 

September 8, 2015

September 8, 2020

3.09%

 

66,942

 

 

66,942

 

June 5, 2015

June 5, 2020

 

(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)

 

9 .

Subsequent events:

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