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 September 2019
Commission File Number: 001-37889
TOP SHIPS INC.
(Translation of registrant's name into English)
1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
ATHENS, GREECE
(Address of principal executive office)
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-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On September 3, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(c) Exhibit 99.1. Press release dated September 3, 2019
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.
TOP SHIPS INC. | ||
(Registrant) | ||
Date: September 3, 2019 | /s/ Evangelos J. Pistiolis | |
Evangelos J. Pistiolis | ||
Chief Executive Officer | ||
EXHIBIT 99.1
TOP Ships Reports Six Months Ended June 30, 2019 Financial Results
ATHENS, Greece, Sept. 03, 2019 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company”), an international owner and operator of modern, fuel efficient "ECO" tanker vessels, announced today its unaudited financial results for the six months ended June 30, 2019.
Highlights of First Half of 2019:
Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Company, said:
“During the first half of the year we further grew our fleet after we took delivery of 4 high specification vessels from Hyundai South Korea: 2 MR Product tankers and 2 Suezmax Crude carriers, 3 of the 4 vessels are scrubber fitted and all entered into time charter employment with high quality counterparties. The newly delivered vessels which were delivered during Q1 and Q2 have already started contributing positively to our financial results. We expect the full operating contribution for these vessels to occur from the second half of the year onwards.
We have made greater operating and financial strides as a company as we have increased our fleet. As a result we have significantly improved total revenue, Adjusted EBITDA and operating income.”
*Non-US GAAP Measures
This report describes Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a “Non-US GAAP” measure). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), operating lease expenses, vessel impairments, and gains/losses on derivative financial instruments.
Adjusted EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods of interest, gain/loss on financial instruments, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), operating lease expenses and vessel impairments, and which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods. Furthermore, pursuant to the implementation of the new lease accounting standard (ASC 842) effective from January 1, 2019, we are required to present all expenses relating to operating leases in one line item under “Operating lease expenses”. Hence for the period ended June 30, 2019 “Operating lease expenses” is equal to the aggregate of “Bareboat charterhire expenses” and “Amortization of prepaid bareboat charter hire”, that referred to the same operating leases, as those that were presented under the previous accounting standard (ASC 840) in the period ended June 30, 2018.
This Non-U.S. GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries. Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined by U.S. GAAP.
Reconciliation of Net Income to Adjusted EBITDA
Six months ended June 30, | |||
(Expressed in thousands of U.S. Dollars) | 2018 | 2019 | |
Net loss | $(6,619) | $(628) | |
Add: Operating lease expenses | - | 3,944 | |
Add: Bareboat charter hire expenses | 3,115 | - | |
Add: Amortization of prepaid bareboat charter hire | 828 | - | |
Add: Vessel depreciation | 3,002 | 5,305 | |
Add: Interest and finance costs | 3,350 | 7,909 | |
Add: Gain on financial instruments | (130) | (1,487) | |
Less: Interest income | (98) | (29) | |
Adjusted EBITDA | 3,448 | 15,014 |
About TOP Ships Inc.
TOP Ships Inc. is an international owner and operator of modern, fuel efficient "ECO" tanker vessels.
For more information about TOP Ships Inc., visit its website: www.topships.org.
Cautionary Note Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Contact:
Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org
TOP SHIPS INC. | |||||
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2019 | |||||
(Expressed in thousands of U.S. Dollars - except share and per share data) | |||||
Six Months Ended | |||||
June 30, | June 30, | ||||
2018
|
2019
|
||||
REVENUES: | |||||
Time charter revenues | $ | 19,683 | $ | 25,339 | |
Time charter revenues from related parties | - | 1,311 | |||
Voyage charter revenue | - | 3,136 | |||
Total revenues | 19,683 | 29,786 | |||
EXPENSES: | |||||
Voyage expenses | 492 | 2,205 | |||
Operating lease expenses | - | 3,944 | |||
Bareboat charter hire expenses | 3,115 | - | |||
Amortization of prepaid bareboat charter hire | 828 | - | |||
Other vessel operating expenses | 7,135 | 10,749 | |||
Vessel depreciation | 3,002 | 5,305 | |||
Management fees-related parties | 4,254 | 1,125 | |||
Dry-docking costs | - | 455 | |||
General and administrative expenses | 4,358 | 663 | |||
Operating (loss)/income | (3,501) | 5,340 | |||
OTHER INCOME (EXPENSES): | |||||
Interest and finance costs (including $361 and $948, respectively to related party) | (3,350) | (7,909) | |||
Gain on financial instruments, net | 130 | 1,487 | |||
Equity gains in unconsolidated joint ventures | 4 | 425 | |||
Interest income | 98 | 29 | |||
Total other loss, net | (3,118) | (5,968) | |||
Net loss | (6,619) | (628) | |||
Less: Deemed dividend for beneficial conversion feature of Series E Shares | - | (9,339) | |||
Less: Deemed dividend equivalents on Series E Shares related to redemption value | - | (4,223) | |||
Less: Dividend in kind of Series E Shares | - | (1,029) | |||
Net loss attributable to common shareholders | (6,619) | (15,219) | |||
Attributable to: | |||||
Common stock holders | (6,624) | (15,219) | |||
Non-controlling interests | 5 | - | |||
Loss per common share, basic and diluted | (8.48) | (11.59) | |||
Weighted average common shares outstanding, basic and diluted | 781,027 | 1,313,102 | |||
Other comprehensive income | |||||
Effective portion of changes in fair value of interest swap contracts | - | (1,388) | |||
Total other comprehensive loss | - | (1,388) | |||
Total comprehensive loss | (6,619) | (16,607) | |||
TOP SHIPS INC. | |||
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS | |||
DECEMBER 31, 2018 AND JUNE 30, 2019 | |||
(Expressed in thousands of U.S. Dollars) | |||
December 31, | June 30, | ||
2018 | 2019 | ||
ASSETS | |||
Cash and cash equivalents | 57 | 2,654 | |
Restricted cash | 7,605 | 10,103 | |
Advances for vessels under construction | 38,744 | - | |
Vessels, net | 180,635 | 364,550 | |
Right of use assets from operating leases | - | 18,717 | |
Investments in unconsolidated joint ventures | 22,063 | 22,488 | |
Derivative financial instruments | 1,153 | 165 | |
Other assets | 8,231 | 4,369 | |
Total Assets | 258,488 | 423,046 | |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | |||
Debt | 140,655 | 266,242 | |
Operating lease liabilities | - | 14,268 | |
Derivative financial instruments | 2,274 | 1,538 | |
Other liabilities | 11,278 | 14,902 | |
Total liabilities | 154,207 | 296,950 | |
Commitments And Contingencies | - | - | |
Mezzanine Equity | - | 32,381 | |
Total stockholders’ equity | 104,281 | 93,715 | |
Total liabilities, mezzanine equity and stockholders’ equity | 258,488 | 423,046 |