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 January 2015.
Commission File Number: 000-50859
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 January 21, 2015 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 January 21, 2015
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: January 21, 2015 | /s/ EVANGELOS J. PISTIOLIS Evangelos J. Pistiolis Chief Executive Officer |
EXHIBIT 99.1
ATHENS, Greece, Jan. 21, 2015 (GLOBE NEWSWIRE) -- TOP Ships Inc. (Nasdaq:TOPS) ("Top Ships" or the "Company"), an international owner and operator of modern, fuel efficient "ECO" MR tanker vessels focusing on the transportation of petroleum products today announced its financial results for the third quarter and nine months of 2014.
For the three months ended September 30, 2014, the Company reported:
For the nine months ended September 30, 2014, the Company reported:
Outstanding Indebtedness
As of September 30, 2014, the Company had total indebtedness under senior secured credit facilities with its lenders of $19.9 million, net of unamortized financing fees, maturing in 2024.
About TOP Ships Inc.
TOP Ships Inc. is an international owner and operator of modern, fuel efficient "ECO" MR tanker vessels focusing on the transportation of petroleum products.
Top Ships Inc. owns one MR tanker, currently employed on a time charter, and five newbuilding MRs tankers under construction, which are expected to be delivered to the Company between the first quarter of 2015 and the third quarter of 2016.
For more information about TOP Ships Inc., visit its website: www.topships.org.
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.
In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, failure of a seller to deliver one or more vessels or of a buyer to accept delivery of one or more vessels, inability to procure acquisition financing, default by one or more charterers of our ships, changes in the demand for crude oil and petroleum products, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.
TABLES FOLLOW
| TOP SHIPS INC. | ||||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
| (Expressed in thousands of U.S. Dollars - except share and per share data) | ||||
| Three Months Ended | Nine Months Ended | |||
| September 30, | September 30, | |||
| 2013 | 2014 | 2013 | 2014 | |
| REVENUES: | ||||
| Revenues | $ 6,546 | $ 1,484 | $ 20,783 | $ 2,103 |
| EXPENSES: | ||||
| Voyage expenses | 121 | 55 | 514 | 66 |
| Vessel operating expenses | 15 | 490 | 56 | 520 |
| Vessel depreciation | 2,021 | 359 | 6,064 | 398 |
| Management fees-related parties | 142 | 133 | 444 | 176 |
| Other operational income | -- | (500) | -- | (861) |
| General and administrative expenses | 546 | 943 | 1,631 | 1,478 |
| Operating income | 3,701 | 4 | 12,074 | 326 |
| OTHER INCOME (EXPENSES): | ||||
| Interest and finance costs | (1,796) | (243) | (5,835) | (344) |
| Net (loss) / gain on financial instruments | (41) | 1,094 | (101) | 414 |
| Interest income | 23 | 18 | 77 | 67 |
| Other, net | -- | -- | 158 | (5) |
| Total other (expenses)/income, net | (1,814) | 869 | (5,701) | 132 |
| Net income and comprehensive income | $ 1,887 | $ 873 | $ 6,373 | $ 458 |
| Earnings per common share, basic | $ 0.77 | $ 0.05 | $ 2.62 | $ 0.04 |
| Earnings per common share, diluted | $ 0.77 | $ 0.05 | $ 2.62 | $ 0.03 |
| Weighted average common shares outstanding, basic | 2,435,754 | 18,948,955 | 2,434,577 | 10,939,218 |
| Weighted average common shares outstanding, diluted | 2,435,754 | 18,948,955 | 2,434,577 | 14,277,534 |
| TOP SHIPS INC. | ||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| DECEMBER 31, 2013 AND SEPTEMBER 30, 2014 | ||
| (Expressed in thousands of U.S. Dollars - except share and per share data) | ||
| December 31, | September 30, | |
| 2013 | 2014 | |
| ASSETS | ||
| CURRENT ASSETS: | ||
| Cash and cash equivalents | 9,706 | 7,178 |
| Inventories | -- | 357 |
| Advances to various creditors | 38 | 39 |
| Prepayments and other | 518 | 611 |
| Total current assets | 10,262 | 8,185 |
| FIXED ASSETS: | ||
| Advances for vessels acquisitions / under construction | 14,400 | 27,564 |
| Vessels, net | -- | 38,559 |
| Other fixed assets, net | 1,467 | 1,433 |
| Total fixed assets | 15,867 | 67,556 |
| OTHER NON CURRENT ASSETS: | ||
| Restricted cash | 1,739 | 1,000 |
| Total assets | 27,868 | 76,741 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| CURRENT LIABILITIES: | ||
| Current portion of long-term debt | -- | 1,383 |
| Current portion of financial instruments | 1,135 | -- |
| Due to related parties | 807 | 238 |
| Accounts payable | 2,082 | 1,765 |
| Accrued liabilities | 4,581 | 5,376 |
| Total current liabilities | 8,605 | 8,762 |
| NON-CURRENT LIABILITIES: | ||
| Long-term debt | -- | 18,531 |
| Financial instruments | 562 | 6,052 |
| Other non-current liabilities | 3,906 | 3,306 |
| Total non-current liabilities | 4,468 | 27,889 |
| COMMITMENTS AND CONTINGENCIES | ||
| Total liabilities | 13,073 | 36,651 |
| STOCKHOLDERS' EQUITY: | ||
| Preferred stock, $0.01 par value; 20,000,000 shares authorized; none issued | -- | -- |
| Common stock, $0.01 par value; 1,000,000,000 shares authorized; 2,469,648,and 18,969,989 shares issued and outstanding at December 31, 2013 and September 30, 2014 | 25 | 190 |
| Additional paid-in capital | 293,453 | 318,125 |
| Accumulated deficit | (278,683) | (278,225) |
| Total stockholders' equity | 14,795 | 40,090 |
| Total liabilities and stockholders' equity | 27,868 | 76,741 |
| TOP SHIPS INC. | ||
| UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE | ||
| NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2014 | ||
| (Expressed in thousands of U.S. Dollars) | ||
| Nine months ended | ||
| September 30 | ||
| 2013 | 2014 | |
| Cash Flows provided by / (used in) Operating Activities: | ||
| Net income | 6,373 | 458 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation of fixed assets including vessels and amortization of deferred financing fees | 7,530 | 495 |
| Translation gain of foreign currency denominated loan and unrealized foreign exchange differences | 53 | 7 |
| Stock-based compensation expense | 101 | -- |
| Change in fair value of financial instruments | (2,032) | (990) |
| Loss on sale of other fixed assets | 2 | 5 |
| Gain on sale of vessels | (14) | -- |
| (Increase) Decrease in: | ||
| Trade accounts receivable | (1,371) | -- |
| Inventories | -- | (357) |
| Advances to various creditors | (54) | (1) |
| Prepayments and other | 149 | (93) |
| Increase (Decrease) in: | ||
| Due to related Parties | (780) | (622) |
| Accounts payable | 761 | (712) |
| Other non-current liabilities | (600) | (600) |
| Accrued liabilities | 40 | 267 |
| Unearned revenue | (451) | -- |
| Net Cash provided by / (used in) Operating Activities | 9,707 | (2,143) |
| Cash Flows provided by / (used in) Investing Activities: | ||
| Net proceeds from sale of vessels | 25,214 | -- |
| Advances for vessel acquisitions / under construction | -- | (39,464) |
| Decrease in restricted cash | 1,569 | 739 |
| Net proceeds from sale of other fixed assets | 50 | -- |
| Acquisitions of other fixed assets | -- | (61) |
| Net Cash provided by / (used in) Investing Activities | 26,833 | (38,786) |
| Cash Flows (used in) / provided by Financing Activities: | ||
| Principal payments of debt | (11,120) | -- |
| Prepayment of debt | (24,364) | -- |
| Payment of financing costs | (1,056) | (191) |
| Proceeds from long-term debt | -- | 20,125 |
| Proceeds from the issuance of common shares, net | -- | 19,601 |
| Financial instrument termination payments | -- | (1,134) |
| Net Cash (used in) / provided by Financing Activities | (36,540) | 38,401 |
| Net decrease in cash and cash equivalents | -- | (2,528) |
| Cash and cash equivalents at beginning of period | -- | 9,706 |
| Cash and cash equivalents at end of period | -- | 7,178 |
CONTACT: Jon Cunningham
RedChip Companies, Inc.
Tel: 1-800-RED-CHIP (733-2447), ext. 107
Email: jon@redchip.com