REPORT ON FORM 6-K FOR THE PERIOD ENDED SEPTEMBER 30, 2006


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
 
Date of Report: October 23, 2006
Commission File Number 1-32591
_____________
 
SEASPAN CORPORATION
(Exact name of Registrant as specified in its Charter)
______________
 
Unit 2, 7th Floor, Bupa Centre
141 Connaught Road West
Hong Kong
China
(Address of principal executive offices)
______________
 
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]
 
 Form 20-F
 __X__ 
 Form 40-F
 _____
 
[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-I Rule 101 (b)(1).]
 
 Yes
 ______
 No
 __X__ 

[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).]
 
 Yes
 ______
 No
 __X__ 
 
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
 
 Yes
 ______
 No
 __X__ 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .
 



 
Item 1 - Information Contained in this Form 6-K Report
 
Seaspan Reports Results for Third Quarter 2006 and Declares Quarterly Dividend
 
SIGNATURES
 
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: October 23, 2006 By:   /s/ Kevin M. Kennedy 
 
Kevin M. Kennedy
  Chief Financial Officer
 

 
 
 Exhibit I     

   Seaspan Corporation
   Unit 2, 7th Floor, Bupa Centre
   141 Connaught Road West
   Hong Kong, China
   
   c/o 2600 - 200 Granville Street
   Vancouver, BC
   Canada V6C 1S4
   Tel: 604-482-8777
   Fax: 604-648-9782
   www.seaspancorp.com

 
NEWS RELEASE TRANSMITTED BY CCNMATTHEWS

FOR:  SEASPAN CORPORATION
 
NYSE SYMBOL:  SSW

October 23, 2006

Seaspan Reports Results for Third Quarter 2006 and Declares Quarterly Dividend

HONG KONG, CHINA--(CCNMatthews - Oct. 23, 2006) - Seaspan Corporation ("Seaspan") (NYSE:SSW) announced today the financial results for the third quarter ended September 30, 2006.

"The quarter ended September 30, 2006 was another successful one for Seaspan," said Gerry Wang, Chief Executive Officer of Seaspan. "During the quarter, we took early delivery of another vessel in our initial contracted fleet of 23 vessels, bringing the total number of Seaspan vessels in operation to 17. In addition, we continued to execute on our growth strategy by ordering four 5100 TEU vessels that will be chartered to Mitsui O.S.K Lines, Ltd. of Japan, one of the largest global shipping companies. This acquisition further diversifies our customer base and we anticipate it will add incremental cash flows for distribution to our shareholders once the new ships are delivered and operating. Our contracted fleet has now grown to 37 vessels, a 60.9% increase in the number of vessels since our initial public offering in August 2005."

Financial Highlights for the Quarter Ended September 30, 2006

-  Reported net earnings of $8.9 million and earnings per share of $0.25 for the quarter.

-  Generated $16.0 million of cash available for distribution during the quarter ended September 30, 2006.

-  Paid a quarterly dividend of $0.425 per share on August 11, 2006 for Seaspan's second quarter ended June 30, 2006.

-  Declared a quarterly dividend of $0.425 per share for the quarter ended September 30, 2006.

-  Took delivery of one of the company's contracted vessels, bringing the Seaspan fleet to a total of 17 vessels in operation as at September 30, 2006.

Results for the Quarter Ended September 30, 2006

Seaspan reported revenue of $30.1 million for the quarter ended September 30, 2006, and net earnings for the quarter were $8.9 million. Total operating expenses were $15.1 million for the quarter ended September 30, 2006, and were comprised of ship operating costs of $7.5 million, depreciation of $6.7 million and general and administrative costs of $0.9 million. Seaspan reported basic and fully diluted earnings per share of $0.25 for the quarter.

During the quarter ended September 30, 2006, Seaspan generated $16.0 million of cash available for distribution, a non-GAAP measure. Please read Reconciliation of Non-GAAP Financial Measures - Description of Non-GAAP
 

Financial Measures - Cash Available for Distribution for a description of cash available for distribution and a reconciliation of net earnings to cash available for distribution.
 
Seaspan declared a quarterly cash dividend of $0.425, representing a total cash distribution of $15.3 million. The cash dividend is payable on November 10, 2006 to all shareholders of record on October 27, 2006.
 
Operational Highlights for the Quarter Ended September 30, 2006

- During the quarter, Seaspan took delivery of one additional vessel in its initial contracted fleet of 23 vessels, increasing Seaspan's total operating fleet from 16 to 17 vessels;

- On July 11, 2006, Seaspan took delivery of the 4250 TEU Lahore Express, approximately nine weeks ahead of the contractual delivery date. This ship is the fifth of nine vessels chartered to Hapag-Lloyd, USA ("HL USA"), a subsidiary of TUI AG.

- During the quarter, Seaspan also expanded its fleet beyond the initial contracted fleet through new orders to increase the total fleet from 33 to 37 vessels;

- On August 8, 2006, Seaspan announced that it has signed a contract to build four 5100 TEU vessels at Hyundai Heavy Industries Co., Ltd. in South Korea ("HHI"). The four newbuilding vessels will be delivered between April and December 2009. The total delivered cost is expected to be approximately $83.4 million per vessel. Seaspan also announced that it has simultaneously arranged 12 year charter agreements for the four 5100 TEU vessels with Mitusi O.S.K. Lines, Ltd. ("MOL") at a rate of $28,880 per day. The Manager will provide technical services for the four 5100 TEU vessels at an expected rate of $4,800 per day.

- On September 1, 2006, Seaspan filed a Form F-3 Registration Statement with the Securities and Exchange Commission for an amount of $300 million in common stock and debt securities.

- On September 25, 2006, CP USA, the charterer of nine of Seaspan's vessels, changed its name to Hapag-Lloyd USA.


The following tables summarize vessel utilization and the impact of the off-hire time incurred for special surveys and vessel repairs on Seaspan's revenues for the first and second quarters:
 
                   
 
 
First
 
Second
 
Third
 
 
 
 
 
Quarter
 
Quarter
 
Quarter
 
YTD
 
 
 
2006
 
2006
 
2006
 
2006
 
 
   
 
   
 
   
 
   
 
 
Vessel Utilization:
   
# of Days
   
# of Days
   
# of Days
   
# of Days
 
Ownership Days
   
1,296
   
1,450
   
1,553
   
4,299
 
Less Off-hire Days:
   
 
             
Scheduled 5-Year Survey
   
(20
)     -      -    
(20
 
Incremental Due to Rudder
       
 
       
 
 
Horn Repair
   
(17
     -     -    
(17
) 
Grounding
   
 -
   
(24
   
-
   
(24
)   
Other
   
-
   
-
    
(2
   
(2
 
         
 
   
 
   
 
 
 
   
 
   
 
   
 
   
 
 
Operating Days
   
1,259
   
1,426
   
1,551
   
4,236
 
 
         
 
   
 
   
 
 
 
                         
Vessel Utilization
   
97.10
%
 
98.30
%
 
% 99.9
%
 
98.50
%
 
 
                           
 
   
First
   
Second
   
Third
       
 
   
Quarter
   
Quarter
   
Quarter
   
YTD
 
 
   
2006
   
2006
   
2006
   
2006
 
Revenue - Impact of Off-hire:
   
Revenue
   
Revenue
   
Revenue
   
Revenue
 
   
( in thousands
)
                 
100% fleet utilization
 
$
25,470
 
$
28,267
 
$
30,174
 
$
83,911
 
Less off-hire:
                         
Scheduled 5-Year Survey
   
(360
   
-
   
-
   
(360
 
Incremental Due to Rudder
                         
Horn Repair
   
(303
   
-
   
-
   
(303
)
Grounding
   
-
   
(438
   
 -
   
(438
 
Other
     -    
-
   
(41
   
(41
 
 
         
 
   
 
   
 
 
                         
Actual Revenue Earned
 
$
24,807
 
$
27,829
 
$
30,133
 
$
82,769
 

 
Recent News

- On October 10, 2006, Seaspan announced that Barry Pearl was elected to its board of directors. Mr. Pearl retired at the end of 2005 as the president and chief executive officer of TEPPCO Partners, L.P., one of the largest publicly traded pipeline limited partnerships in the United States.

- On October 11, 2006, Seaspan announced that it has signed contracts to acquire four second hand 4800 TEU vessels from A.P. Moller-Maersk A/S ("APM"). The cost will be $40.0 million per vessel and they are expected to be delivered to Seaspan between November 1 and December 31, 2006. This new acquisition will increase Seaspan's total fleet to 41 vessels, which represents a 78.3% increase from its fleet at its IPO in August 2005.

Seaspan also announced that it has arranged simultaneous five-year charter agreements for these four vessels with APM at a rate of $23,450 per vessel per day. After the initial five-year charter periods, APM will have two consecutive one year options to recharter each ship for $22,400 per day and $21,400 per day, respectively. They will have a further option to charter each ship for two final years at $20,400 per day.


Each new vessel is expected to contribute, in the first twelve months following acquisition, between $5.9 million and $6.3 million in incremental EBITDA. For this purpose, EBITDA, a non-GAAP measure, shall mean net earnings before interest, undrawn credit facility fees, taxes, depreciation and amortization of deferred financing fees.

The Manager will provide technical services for the four 4800 TEU vessels at a rate of $5,750 per day.

- On October 16, 2006, Seaspan closed on a new $218.4 million loan facility with Sumitomo Mitsui Banking Corporation ("SMBC"). The proceeds of this loan will be used to partially finance the construction of the four 5100 TEU vessels Seaspan ordered at HHI. On October 19, 2006, Seaspan borrowed $62.8 million under this loan facility to refinance the $61.9 million down payment made to HHI and fund $0.9 million in fees due to SMBC.

- On October 20, 2006, Seaspan took delivery of its 18th contracted vessel, the Rio Grande Express, approximately one week ahead of the contractual delivery date. This is the sixth of nine vessels chartered to HL USA.

- Our board of directors intends to increase the regular quarterly dividend from $0.425 per share to $0.44625 per share, representing a 5% increase, beginning with the dividend payable in the first quarter of 2007, subject to any unforeseen developments.

The following table summarizes the number of vessels in Seaspan's fleet as it takes scheduled delivery:

     
 
 Actual
 
 
 
 
Upon
Third
Fourth
First
Second
Third
Closing
Quarter
Quarter
Quarter
Quarter
Quarter
Vessel Size
    
of IPO
2005
2005
2006
2006
2006
9600 TEU  Class
-
-
-
-
-
-
8500 TEU  Class
2
2
2
2
2
2
5100 TEU  Class
-
-
-
-
-
-
4800 TEU  Class
-
-
-
-
-
-
4250 TEU  Class
8
10
11
13
14
15
3500 TEU  Class
-
-
-
-
-
-
2500 TEU  Class
  
-
-
-
-
-
-
               
Operating
             
Vessels
 
10
12
13
15
16
17
               
Capacity
             
(TEU) (1)
 
50,960
59,466
63,719
72,225
76,478
80,731


     
 
Forecasted 
 
     
Year
 
Year
     
     
Ending
 
Ending
     
     
December
 
December
     
Vessel Size
   
31, 2006
 
31, 2007
 
Thereafter
 
                         
9600 TEU  Class
     
-
   
2
   
2
 
8500 TEU  Class
     
2
   
2
   
2
 
5100 TEU  Class
     
-
   
-
   
4
 
4800 TEU  Class
     
4
   
4
   
4
 
4250 TEU  Class
     
16
   
19
   
19
 
3500 TEU  Class
     
-
   
2
   
2
 
2500 TEU  Class
     
-
   
-
   
8
 
 
             
 
   
 
 
Operating
                       
Vessels
       
22
   
29
   
41
 
 
                 
 
 
Capacity
                       
(TEU) (1)
       
104,220
   
143,207
   
183,923
 
 

About Seaspan

Seaspan owns containerships and charters them pursuant to long-term fixed-rate charters. Seaspan's fleet of 41 containerships consists of 18 existing containerships and 23 to be delivered over approximately the next three years.

Seaspan's common shares are listed on the New York Stock Exchange under the symbol "SSW."

Conference Call and Webcast

Seaspan will host a conference call and webcast for investors and analysts to discuss its results for the quarter on Monday, October 23, 2006, at 2:00 pm PT / 5:00 pm ET. Participants should call 800-238-9007 (US/Canada) or 719-457-2622 (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 888-203-1112 or 719-457-0820 and enter replay passcode 1678334. The recording will be available from October 23, 2006 at 5:00 pm PT / 8:00 p.m. ET through November 6, 2006 at 9:00 p.m. PT / 12:00 a.m. ET. A live broadcast of the earnings conference call will also be available via the Internet at www.seaspancorp.com in the Investor Relations section under Events and Presentations. The webcast will be archived on the site for one year.

 
SEASPAN CORPORATION
UNAUDITED BALANCE SHEET
AS AT SEPTEMBER 30, 2006
(IN THOUSANDS OF US DOLLARS)
 
           
   
September 30, 2006
 
December 31, 2005
 
Assets
                   
Current assets:
                   
Cash and cash equivalents
       
$
9,757
 
$
15,718
 
Accounts receivable
         
429
   
-
 
Prepaid expenses
         
3,210
   
2,352
 
           
13,396
   
18,070
 
                     
Vessels
         
930,091
   
621,163
 
                     
Deferred financing fees
         
6,896
   
6,526
 
                     
Fair value of financial instruments
 
10,169
   
4,799
 
----------
     
 
 
         
$
960,552
 
$
650,558
 
 
Liabilities and Shareholders' Equity
             
Current liabilities:
             
Accounts payable and accrued
             
liabilities
 
$
2,477
 
$
1,467
 
Deferred revenue
   
1,723
   
2,759
 
     
4,200
   
4,226
 
Long-term debt
   
447,347
   
122,893
 
Fair value of financial instruments
   
15,513
   
-
 
 
         
 
 
     
467,060
   
127,119
 
Common shares
   
512,589
   
512,589
 
Additional paid-in capital
   
227
   
-
 
Retained earnings (deficit)
   
(14,344
)
 
6,051
 
Accumulated other comprehensive income
   
(4,980
)
 
4,799
 
 
         
 
 
Total shareholders' equity
   
493,492
   
523,439
 
 
         
 
 
   
$
960,552
 
$
650,558
 
 

SEASPAN CORPORATION
UNAUDITED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006
(IN THOUSANDS OF US DOLLARS, EXCEPT PER SHARE AMOUNTS)

               
     
Three months ended
September 30, 2006 
 
 
Nine months ended
September 30, 2006
 
               
Revenue
 
$
30,133
 
$
82,769
 
Operating expenses:
             
Ship operating
   
7,530
   
20,672
 
Depreciation
   
6,690
   
18,570
 
General and administrative
   
915
   
3,024
 
     
15,135
   
42,266
 
               
Operating earnings
   
14,998
   
40,503
 
               
Other expenses (earnings):
             
Interest expense
   
4,770
   
11,461
 
Interest income
   
(113
)
 
(362
)
Undrawn credit facility fee
   
710
   
2,059
 
Amortization of deferred
             
financing fees
   
489
   
1,467
 
Change in fair value of
             
financial instruments
   
265
   
364
 
     
6,121
   
14,989
 
               
Net earnings
 
$
8,877
 
$
25,514
 
Retained earnings (deficit),
             
beginning of period
   
(7,918
)
 
6,051
 
Dividends on common shares
   
(15,303
)
 
(45,909
)
Deficit, end of period
 
$
(14,344
)
$
(14,344
)
               
               
Earnings per share,
             
basic and diluted
 
$
0.25
 
$
0.71
 
 

SEASPAN CORPORATION
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006
(IN THOUSANDS OF US DOLLARS)
 
           
   
Three months ended
 
Nine months ended
 
   
September 30, 2006
 
September 30, 2006
 
Cash provided by (used in):
             
               
Operating activities:
             
Net earnings
 
$
8,877
 
$
25,514
 
Items not involving cash:
             
Depreciation
   
6,690
   
18,570
 
Stock-based compensation
   
76
   
227
 
Amortization of deferred
             
financing fees
   
489
   
1,467
 
Change in fair value of
             
financial instruments
   
265
   
364
 
Change in non-cash operating
             
working capital
   
(438
)
 
(1,313
)
Cash from operating activities
   
15,959
   
44,829
 
               
Investing activities:
             
Expenditures for vessels
   
(56,894
)
 
(227,574
)
Deposits on vessels
   
(79,294
)
 
(99,850
)
Cash used in investing activities
   
(136,188
)
 
(327,424
)
 
         
 
 
Financing activities:
             
Draws on credit facility
   
118,774
   
289,454
 
Draws on revolving credit facility
   
16,500
   
35,000
 
Financing fees incurred
   
(257
)
 
(1,911
)
Dividends on common shares
   
(15,303
)
 
(45,909
)
 
         
 
 
Cash from financing activities
   
119,714
   
276,634
 
 
         
 
 
Decrease in cash and cash equivalents
   
(515
)
 
(5,961
)
               
Cash and cash equivalents,
             
beginning of period
   
10,272
   
15,718
 
 
         
 
 
Cash and cash equivalents,
             
end of period
 
$
9,757
 
$
9,757
 
 

SEASPAN CORPORATION
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006
(IN THOUSANDS OF US DOLLARS)

Description of Non-GAAP Financial Measures - Cash Available for Distribution

Cash available for distribution represents net earnings adjusted for depreciation, net interest expense, amortization of deferred financing fees, stock-based compensation and the change in fair value of financial instruments. Cash available for distribution is a non-GAAP quantitative standard used in the publicly-traded investment community to assist in evaluating a company's ability to make quarterly cash dividends. Cash available for distribution is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net earnings or any other indicator of Seaspan's performance required by accounting principles generally accepted in the United States.

           
   
Three months ended
 
Nine months ended
 
   
September 30, 2006
 
September 30, 2006
 
           
Net earnings
 
$
8,877
 
$
25,514
 
Add:
             
Depreciation
   
6,690
   
18,570
 
Interest expense
   
4,770
   
11,461
 
Amortization of deferred
             
financing fees
   
489
   
1,467
 
Stock-based compensation
   
76
   
227
 
Change in fair value of
             
financial instruments
   
265
   
364
 
Less:
             
Interest income
   
(113
)
 
(362
)
 
         
 
 
Net cash flows before cash
             
interest payments
   
21,054
   
57,241
 
Less:
             
Cash interest paid
   
(5,173
)
 
(11,488
)
Add:
             
Cash interest received
   
113
   
362
 
 
         
 
 
Cash available for distribution
 
$
15,994
 
$
46,115
 


CAUTIONARY 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) concerning future events and our operations, performance and financial condition, including, in particular, the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "will," "may," "potential," "should," and similar expressions are forward-looking statements. These forward-looking statements reflect management's current views only as of the date of this presentation and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements.
Forward-looking statements appear in a number of places in this release. Although these statements are based upon assumptions we believe to be reasonable based upon available information, including operating margins, earnings, cash flow, working capital and capital expenditures, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to: future operating or financial results; our expectations relating to dividend payments and forecasts of our ability to make such payments; pending acquisitions, business strategy and expected capital spending; operating expenses, availability of crew, number of off-hire days, drydocking requirements and insurance costs; general market conditions and shipping market trends, including charter rates and factors affecting supply and demand; our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities; estimated future capital expenditures needed to preserve our capital base; our expectations about the availability of ships to purchase, the time that it may take to construct new ships, or the useful lives of our ships; our continued ability to enter into long-term, fixed-rate time charters with our customers; our ability to leverage to our advantage our Manager's relationships and reputation in the containership industry; changes in governmental rules and regulations or actions taken by regulatory authorities; changes in worldwide container demand; changes in trading patterns; competitive factors in the markets in which we operate; potential inability to implement our growth strategy; potential for early termination of long-term contracts and our potential inability to renew or replace long-term contracts; ability of our customers to make charter payments; potential liability from future litigation; conditions in the public equity markets; and other factors detailed from time to time in our periodic reports. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our common and subordinated shares.


-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Seaspan Corporation
Mr. Kevin M. Kennedy
Chief Financial Officer
(604) 482-8777
(604) 648-9782 (FAX)
Website: www.seaspancorp.com

INDUSTRY: Transportation and Logistics-Air Freight, Transportation and Logistics-Maritime, Transportation and Logistics-Public Transportation, Transportation and Logistics-Railroads and Intermodal, Transportation and Logistics-Trucking
SUBJECT: ERN

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