SOURCE: TOP Ships

March 11, 2010 16:05 ET

TOP Ships Reports Fourth Quarter and Fiscal Year 2009 Financial Results

ATHENS, GREECE--(Marketwire - March 11, 2010) - TOP Ships Inc. (NASDAQ: TOPS) today announced its financial results for the fourth quarter and the fiscal year ended December 31, 2009.

For the fourth quarter of 2009, the Company reported:

--  A net loss of $35.9 million or $1.20 per share. The results of the
    fourth quarter of 2009 include an impairment charge of $36.6 million
    relating to the write-down of the older two of the Company's tanker
    vessels to their fair market values. Excluding the impairment charge,
    the net loss would have amounted to net income of $0.7 million, or
    $0.02 per share.

--  An operating loss of $31.7 million. Excluding the impairment charge of
    $36.6 million operating loss would have amounted to operating income of
    $4.9 million

--  Revenues of $24.4 million.

For the year ended December 31, 2009, the Company reported:

--  A net loss of $50.2 million, or $1.78 per share.  Excluding net
    expenses of $12.2 million, relating to the termination of leases and
    the impairment charge of $36.6 million, the net loss would have
    amounted to $1.4 million, or $0.05 per share.

--  An operating loss of $34.2 million. Excluding net expenses of $12.2
    million, relating to the termination of leases and the impairment
    charge of $36.6 million, the operating loss would have amounted to
    operating income of $14.6 million.

--  Revenues of $108.0 million.

Evangelos J. Pistiolis, President and Chief Executive Officer of TOP Ships Inc., commented:

During 2009, we reached two very important milestones in the history of our company under a very tough financial environment for the global economy and the shipping industry:

--  We completed our newbuilding program by taking delivery of six product
    tankers, from a well-established Korean yard, all of which we
    immediately chartered out at fixed rates for periods that range between
    7 and 10 years. These charters have been agreed on a bareboat basis,
    which not only reduces our long-term market risk relating to the
    vessels, but also eliminates our operational risk for that period.

--  We terminated the charters on the last five chartered-in vessels in our
    fleet. These vessels were product tankers and their daily cost, taking
    into account lease hire payments and operating expenses, was
    significantly higher than the market rates that have been prevailing in
    the product tanker segment.

We took an impairment charge during the fourth quarter, on our two older tankers in our fleet, due to the fact that their present time charters expire during the current year, and we expect that future charters will be at lower rates given the market conditions that have been prevailing in the product tanker segment.

I would also like to bring to everyone's attention, the impeccable utilization rates of the last quarter of 2009. We will do our best to maintain these rates going forward.

Looking into the future, we believe that we offer a solid growth platform due to the following characteristics:

--  We do not have any capital commitments.
--  We have a very young owned fleet made up of 13 vessels; eight product
    tankers with an average age of 2.9 years and five dry bulk vessels with
    an average age of 8.9 years.
--  We have a diverse charter portfolio with significant value. 84% of
    total ship days until the end of 2011 are under fixed employment and
    the gross revenue that we expect to receive from these charters amounts
    to approximately $151 million. Looking further into the future, 75% of
    our total ship days until the end of 2012 are under fixed employment
    and the gross revenue that we expect to receive from these charters
    amounts to approximately $199 million.


The following indicators serve to highlight the operational performance of the Company's current fleet during the fourth quarters of 2008 and 2009 and the years ended December 31, 2008 and 2009:


CURRENT FLEET DATA
                                    Three Months Ended     Year Ended -
                                      -  December 31,      December 31,
                                    ------------------  ------------------
                                      2008      2009      2008      2009
                                    --------  --------  --------  --------
Total number of vessels                    7        13         7        13
                                    --------  --------  --------  --------
Total calendar days for fleet (1)        644     1,196     2,406     4,126
                                    --------  --------  --------  --------
Total available days for fleet (2)       630     1,196     2,338     4,060
                                    --------  --------  --------  --------
Total operating days for fleet (3)       622     1,196     2,314     4,028
                                    --------  --------  --------  --------
Fleet utilization (4)                  98.73%   100.00%    98.97%    99.21%
                                    --------  --------  --------  --------


(1) We define calendar days as the total days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet over the relevant period and affect both the amount of revenues and expenses that we record during that period.

(2) We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. We determined to use available days as a performance metric for the first time, in the second quarter and first half of 2009. We have determined to adjust the calculation method of utilization to include available days in order to be comparable with shipping companies that calculate utilization using operating days divided by available days.

(3) We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which the vessels actually generate revenues.

(4) We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning. We used a new calculation method for fleet utilization for the first time, in the second quarter and first half of 2009. In all prior filings and reports, utilization was calculated by dividing operating days by calendar days. We have determined to adjust the calculation method in order to be comparable with most shipping companies, which calculate utilization using operating days divided by available days.

The following table presents the Company's current fleet and employment profile:

                                                                   Profit
                                                                  Sharing
                                                                   Above
                              Year   Charter             Daily    Base Rate
                        Dwt   Built   Type     Expiry   Base Rate  (2009)
                      ------- ----- -------- --------- --------- ----------
Eight Tanker Vessels
                                                                 100% first
                                                                 $ 1,000 +
                                       Time                            50%
Dauntless              46,168  1999  Charter   Q1/2010 $  16,250 thereafter
                                                                 100% first
                                                                 $ 1,000 +
                                       Time                            50%
Ioannis P              46,346  2003  Charter   Q4/2010 $  18,000 thereafter
                                    Bareboat
Miss Marilena          50,000  2009  Charter Q1-2/2019 $  14,400          -
                                    Bareboat
Lichtenstein           50,000  2009  Charter Q1-2/2019 $  14,550          -
                                    Bareboat
Ionian Wave            50,000  2009  Charter Q1-2/2016 $ 14,300A          -
                                    Bareboat
Tyrrhenian Wave        50,000  2009  Charter Q1-2/2016 $ 14,300A          -
                                    Bareboat
Britto                 50,000  2009  Charter Q1-2/2019 $  14,550          -
                                    Bareboat
Hongbo                 50,000  2009  Charter Q1-2/2019 $  14,550          -

Total Tanker dwt      392,514

Five Drybulk Vessels
                                       Time
 Cyclades              75,681  2000  Charter   Q2/2011 $  54,250          -
                                       Time
 Amalfi                45,526  2000  Charter   Q4/2011 $  14,000          -
 Papillon (ex Voc                   Bareboat
  Gallant)             51,200  2002  Charter   Q2/2012 $  24,000          -
                                       Time
 Pepito                75,928  2001  Charter Q1-2/2013 $  41,000          -
                                       Time
 Astrale               75,933  2000  Charter   Q3/2011 $  18,000          -

Total Drybulk dwt     324,268

TOTAL DWT             716,782

A. On January 11, 2010 the Company announced that it had received from the bareboat charterer of the M/T Ionian Wave and the M/T Tyrrhenian Wave, a reduced charter hire rate of $10,000 per day, rather than the $14,300 per day on a bareboat basis that is set forth in the charter agreement. As a result, TOP Ships Inc. believes that such charterer is in breach of the charter. TOP Ships Inc. is examining this unilateral reduction and intends to take all necessary steps to recover the amounts owed.

Outstanding Indebtedness

As of December 31, 2009, we had total indebtedness under senior secured and unsecured credit facilities with our lenders of $404.3 million (excluding unamortized deferred financing fees of $5.2 million) with maturity dates from 2010 through 2019.

Loan Covenants and Discussions with Banks

As of the date of this release, we have received waivers and signed amendments to our loan agreements with all five of our lending banks in relation to certain loan covenant breaches that have occurred since December 31, 2008. However, as of December 31, 2009, we were in breach of additional covenants with all of our banks, which had not been previously waived. These breaches relate to EBITDA, our overall cash position (minimum liquidity covenants), adjusted net worth and the asset value cover of our product tankers with certain banks.

As of the date of this release, we are in discussions with all banks to receive waivers for these breaches. We expect that our lenders will not demand payment of our loans before their maturity, provided that we pay loan installments and accumulated or accrued interest as they fall due under the existing credit facilities.

Due to these breaches the Company expects to classify all of its debt and swap facilities as current in its audited annual financial statements for the year ended December 31, 2009.

Passive Foreign Investment Company Status

The Company previously announced that it would likely be considered a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for 2009. The Company confirms that it will be treated as a PFIC for 2009. As a result, U.S. taxable holders of the Company's shares may be subject to adverse U.S. federal income tax consequences upon the disposition of the shares or the receipt of certain distributions from the Company. These consequences may be ameliorated if a U.S. taxable shareholder makes a timely "qualified electing fund," or QEF, election. The Company will provide all necessary information to allow shareholders to make and maintain a QEF election and will post such information on its website at www.topships.org. In addition, it should be noted that, as a result of the Company being treated as a PFIC in 2009, any dividends paid by the Company in 2009 or 2010 will not be eligible to be treated as "qualified dividend income," which is eligible for preferential income tax rates in the hands of non-corporate U.S. shareholders. THIS PARAGRAPH IS NOT INTENDED AS TAX ADVICE. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING MAKING A TIMELY QEF ELECTION WITH RESPECT TO THE COMPANY AND THE CONSEQUENCES OF THE COMPANY BEING TREATED AS A PFIC IN THEIR SPECIFIC TAX SITUATION.

Conference Call and Webcast

TOP Ships' management team will host a conference call on Friday, March 12, 2010, at 11:00 a.m. EST to discuss the Company's financial results.

Conference Call details: Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK), or (+44) (0) 1452 542 301 (from outside the US). Please quote "TOP Ships".

A replay of the conference call will be available until March 19, 2010. The United States replay number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is: 39394642#.

Audio webcast:

There will also be a simultaneous live webcast over the Internet, through the TOP Ships Inc. website (www.topships.org) under "Investor Relations". Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

About TOP Ships Inc.

TOP Ships Inc., formerly known as TOP Tankers Inc., is an international provider of worldwide seaborne crude oil and petroleum products and drybulk transportation services. The Company operates a combined tanker and drybulk fleet as follows:

--  A fleet of eight double-hull Handymax tankers and an average age of 2.9
    years with a total carrying capacity of approximately 0.4 million dwt,
    of which 76%, in terms of dwt, are sister ships. Two of the Company's
    Handymaxes are on time charter contracts with an average term of 5
    months with both of the time charters including profit sharing
    agreements above their base rates. Six of the Company's Handymax
    tankers are fixed on a bareboat charter basis with an average term of
    8.1 years.
--  A fleet of five drybulk vessels with a total carrying capacity of
    approximately 0.3 million dwt and an average age of 8.9 years, of which
    47%, in terms of dwt, are sister ships. All of the Company's drybulk
    vessels have fixed rate employment contracts for an average period of
    24 months.

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.

TOP SHIPS INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Expressed in thousands of U.S. Dollars - except for share and
 per share data)

                           Three Months Ended            Year Ended
                              December 31,              December 31,
                            2008         2009         2008         2009
                        -----------  -----------  -----------  -----------

                        (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
REVENUES:

    Revenues            $    36,962  $    24,397  $   257,380  $   107,979

EXPENSES:

    Voyage expenses           1,712          420       38,656        3,372
    Charter hire
     expense                  5,810            -       53,684       10,827
    Amortization of
     deferred gain on
     sale and leaseback
     of vessels and
     write-off of
     seller's credit           (807)           -      (18,707)      (7,799)
    Lease termination
     expense                      -            -            -       15,391
    Other vessel
     operating expenses       9,184        2,414       67,114       23,739
    Dry-docking costs           364           18       10,036        4,602
    Depreciation              5,856        8,726       32,664       31,585
    General and
     administrative
     expenses                 6,891        7,919       31,388       23,835
    Gain on sale of
     vessels                      -            -      (19,178)           -
    Impairment on
     vessels                      -       36,638            -       36,638
                        -----------  -----------  -----------  -----------

         Operating
          income (loss)       7,952      (31,738)      61,723      (34,211)
                        -----------  -----------  -----------  -----------

OTHER INCOME
 (EXPENSES):

    Interest and
     finance costs           (3,233)      (4,337)     (25,764)     (13,969)
    Gain (loss) on
     financial
     instruments              2,914          224      (12,024)      (2,081)
    Interest income             815           18        1,831          235
    Other, net                  (19)        (112)        (127)        (170)
                        -----------  -----------  -----------  -----------

      Total other income
       (expenses), net          477       (4,207)     (36,084)     (15,985)
                        -----------  -----------  -----------  -----------

Net Income (loss)       $     8,429  $   (35,945) $    25,639  $   (50,196)
                        ===========  ===========  ===========  ===========

Earnings (loss) per
 common share, basic
 and diluted            $      0.28  $     (1.20) $      0.97  $     (1.78)
                        ===========  ===========  ===========  ===========

Weighted average common
 shares outstanding,
 basic and diluted       28,090,125   30,038,570   25,445,031   28,230,585
                        ===========  ===========  ===========  ===========

On January 1, 2009 the Company adopted ASC 260-10-45-61A "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" (formerly known as FSP FASB 03-6-1). Upon
adoption of the new guidance, unvested share-based payment awards that
contain rights to receive non forfeitable dividends or dividend equivalents
(whether paid or unpaid) are participating securities, and thus, should be
included in the two-class method of computing earnings per share (EPS).
This standard was applied retroactively to all periods presented and
reduced basic EPS by $0.02 and $0.04 for the three and twelve months ended
December 31, 2008, respectively.





TOP SHIPS INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars - except for share and
 per share data)

                                                           Year Ended

                                                          December 31,

                                                        2008        2009
                                                    ----------- -----------


ASSETS                                              (Unaudited) (Unaudited)

CASH AND CASH EQUIVALENTS                           $    46,242 $         -
ADVANCES FOR VESSELS ACQUISITIONS / UNDER
 CONSTRUCTION                                           159,971           -
VESSELS, NET                                            414,515     642,953
RESTRICTED CASH                                          52,575      22,244
OTHER ASSETS                                             25,072      10,733
                                                    ----------- -----------
        Total assets                                $   698,375 $   675,930
                                                    =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

FINANCIAL INSTRUMENTS                                    16,438      13,803
FAIR VALUE OF BELOW MARKET TIME CHARTER                   3,911           -
DEBT                                                    342,479     399,087
DEFERRED GAIN ON SALE AND LEASEBACK OF VESSELS           15,479           -
OTHER LIABILITIES                                        28,017      15,844
                                                    ----------- -----------

Total liabilities                                       406,324     428,734
                                                    ----------- -----------

COMMITMENTS AND CONTINGENCIES
                                                    ----------- -----------

STOCKHOLDERS' EQUITY                                    292,051     247,196
                                                    ----------- -----------

                                                    ----------- -----------
        Total liabilities and stockholders' equity  $   698,375 $   675,930
                                                    =========== ===========




TOP SHIPS INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)

                                                         Year Ended
                                                        December 31,
                                                      2008         2009
                                                  -----------  -----------
                                                  (Unaudited)  (Unaudited)
Cash Flows provided by (used in) Operating
 Activities:

  Net income (loss)                               $    25,639  $   (50,196)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Depreciation and amortization and write off
     of deferred financing costs                       38,605       35,005
    Stock-based compensation expense                    5,116        3,467
    Change in fair value of financial instruments      10,650       (2,635)
    Financial instrument termination payments          (7,500)           -
    Amortization of deferred gain on sale and
     leaseback of vessels and write off of
     seller's credit                                  (18,707)      (7,799)
    Amortization of fair value below market time
     charter                                          (21,795)      (3,911)
    Loss (gain) on sale of other fixed assets             126          165
    Gain on sale of vessels                           (19,178)           -
    Impairment on vessels                                   -       36,638
  Change in operating assets and liabilities           (1,109)      (4,158)
                                                  -----------  -----------

Net Cash provided by Operating Activities              11,847        6,576
                                                  -----------  -----------

Cash Flows provided by (used in) Investing
 Activities:

  Principal payments received under capital lease      46,000            -
  Principal payments paid under capital lease         (68,828)           -
  Advances for vessels acquisitions / under
   construction                                      (114,260)           -
  Vessel acquisitions and improvements               (118,142)    (136,678)
  Insurance claims recoveries                           3,447        2,656
  Increase in restricted cash                         (26,075)           -
  Decrease in restricted cash                               -       30,331
  Net proceeds from sale of vessels                   338,143            -
  Net proceeds from sale of other fixed assets             58          156
  Acquisition of other fixed assets                    (1,792)        (836)
                                                  -----------  -----------

Net Cash provided by (used in) Investing
 Activities                                            58,551     (104,371)
                                                  -----------  -----------

Cash Flows (used in) provided by Financing
 Activities:

  Proceeds from long-term debt                        271,156      111,670
  Payments of long-term debt                         (368,563)     (54,274)
  Financial instrument termination payments                 -       (5,000)
  Financial instrument upfront receipt                  1,500            -
  Proceeds from issuance of common stock, net of
   issuance costs                                      50,601        2,569
  Cancellation of fractional shares                        (2)           -
  Repurchase and cancellation of common stock            (731)        (732)
  Payment of financing costs                           (4,129)      (2,680)
                                                  -----------  -----------

Net Cash (used in) provided by Financing
 Activities                                           (50,168)      51,553
                                                  -----------  -----------

Net increase (decrease) in cash and cash
 equivalents                                           20,230      (46,242)

Cash and cash equivalents at beginning of year         26,012       46,242
                                                  -----------  -----------

Cash and cash equivalents at end of year          $    46,242  $         0
                                                  ===========  ===========



Contact Information

  • Contacts:
    Investor Relations / Media:
    Ramnique Grewal
    Vice President
    Capital Link, Inc.
    230 Park Avenue, Suite 1536
    New York, N.Y. 10169
    Tel.: (212) 661-7566
    Fax: (212) 661-7526
    E-Mail: topships@capitallink.com

    Company:
    Alexandros Tsirikos
    Chief Financial Officer
    TOP Ships Inc.
    1, Vassilissis Sofias Str. & Meg.
    Alexandrou Str.
    151 24, Maroussi, Greece
    Tel: +30 210 812 8180
    Email: atsirikos@topships.org