FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February 2005
TOP TANKERS INC.
(Translation of registrant's name into English)
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR
(Address of principal executive offices)
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 X Form 40-F
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
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Set forth herein as Exhibit 1 is a copy of News Release for February
18, 2005 - TOP Tankers Reports Fourth Quarter and Fiscal Year 2004 Results
issued by TOP Tankers Inc. on February 18, 2005.
Exhibit 1
NEWS RELEASE for February 18, 2005 at 7:35 AM EST
Contact: Michael Mason (investors) Stamatis Tsantanis, CFO
Allen & Caron Inc TOP Tankers Inc
212 691 8087 011 30 210 697 8199
michaelm@allencaron.com snt@toptankers.com
TOP TANKERS REPORTS FOURTH QUARTER
AND FISCAL YEAR 2004 RESULTS
ATHENS, GREECE (February 18, 2005) ... TOP Tankers Inc (NasdaqNM:TOPT) today
announced operating results for the fourth quarter and the fiscal year ended
December 31, 2004.
For the three months ended December 31, 2004, the Company reported net income
of $ 19,286,000, or $0.80 per share, compared with net income of $688,000, or
$0.11 per share, for the fourth quarter of 2003. The weighted average number of
basic and diluted shares used in the computations was 24,196,917 and 6,000,000
for the fourth quarter of 2004 and 2003, respectively.
For the three months ended December 31, 2004, operating income was
$21,302,000 compared with $1,136,000 for the fourth quarter of 2003. EBITDA* for
the fourth quarter of 2004 was $28,254,000 compared with $2,322,000 for the
previous year's fourth quarter. Voyage revenues for the fourth quarter of 2004
were $47,722,000 compared to $6,441,000 recorded in the fourth quarter of the
previous year.
For the year ended December 31, 2004, TOP Tankers reported net income of
$32,739,000, or $2.53 per share, compared to $1,634,000, or $0.27 per share, for
the previous year. The weighted average number of basic and diluted shares used
in the computations was 12,922,449 and 6,000,000 for the years ended December
31, 2004, and 2003, respectively.
For the year ended December 31, 2004, operating income was $37,268,000
compared with $2,710,000 for the previous year. EBITDA for 2004 was $52,081,000
compared to $7,172,000 for the previous year. Voyage revenues for the year ended
December 31, 2004, was $93,774,000, compared to $23,085,000 recorded in the
previous year.
Evangelos J. Pistiolis, President and Chief Executive Officer of TOP Tankers
Inc, commented, "2004 was a milestone year for our Company:
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TOP TANKERS REPORTS FOURTH QUARTER, FISCAL YEAR 2004 RESULTS
Page 2-2-2
o We listed our shares on the Nasdaq National Market on July 23, raising
$146.6 million, the largest shipping IPO at the time.
o We completed our follow-on public offering on November 5, raising $148
million.
o We successfully acquired a fleet of 10 modern double-hull vessels with the
proceeds of our IPO in record time, and we are in the process of taking
delivery of another five modern double-hull tankers, acquired with the
proceeds of our follow-on offering.
o Our total fleet size increased six times, from five vessels, or 0.18
million Dwt on December 31, 2003, to 15 vessels, or 1.08 million Dwt on
December 31, 2004, and 10.2 times pro-forma the delivery of the follow-on
vessels.
o We sold two of our single-hull Handysize vessels and increased our
double-hull configuration to 97.2 percent by Dwt. Consistent with our
policy of operating a high quality double-hull fleet, we intend to sell
our last single-hull tanker during 2005.
o We fixed our 10 Handymax vessels with major oil-traders on long-term
employment contracts at profitable base rates with 50/50 profit sharing on
subcharters. This employment strategy allows us to minimize downside risk,
secure a significant part of our cashflow and benefit from higher spot
voyage charter rates.
"We look forward to expanding our tanker fleet in 2005 and will also explore
acquisitions in the dry-bulk carrier sector as opportunities arise that satisfy
our investment criteria."
The following key indicators serve to highlight changes in the Company's
financial performance during the fourth quarters and years ended December 31,
2003 and 2004:
Total Fleet Total Fleet
Three Months Ended Year Ended
December 31, December 31,
(In US dollars unless otherwise stated) 2003 2004 %Change 2003 2004 %Change
Total available ship days 460 1,447 214.6% 1,609 3,517 118.6%
Total operating days 444 1,307 194.4% 1,517 3,215 111.9%
Utilization 96.5% 90.3% -6.4% 94.3% 91.4% -3%
TCE** per ship per day under spot $9,727 $52,330 438%
voyage charter $10,428 $31,220 199.4%
TCE per ship per day under time $12,658 $21,568 70.4%
charter $12,875 $18,020 40%
Net daily revenue per ship per day $10,941 $31,336 186.4% $11,304 $23,912 111.5%
Vessel operating expenses per ship per $4,333 $5,142 18.7%
day $5,233 $4,846 -7.4%
General and administrative expenses $1,061 $4,005 277.5%
per ship per day $1,128 $2,439 116.2%
Net cash flow from operating $5,547 $22,189 300%
activities per ship per day $4,943 $16,627 236.4%
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Page 3-3-3
FLEET REPORT
------------
During the fiscal year 2004, the Company's fleet size increased six times,
from five vessels, or 0.18 million Dwt on December 31, 2003, to 15 vessels, or
1.08 million Dwt on December 31, 2004. During the year, the Company took
delivery of four double-hull Suezmax tankers and 10 double-hull product tankers.
In addition, the Company sold two single-hull vessels, the M/T Tireless and the
M/T Med Prologue, to unrelated parties, recording a total book gain of $0.6
million. As of December 31, 2004, TOP Tankers operated a fleet of 15 tankers.
The fleet consisted of four Suezmax, 10 Handymax and one Handysize vessel of
approximately 1.08 million Dwt:
Crude Oil Tankers
Country Year Year Hull
Suezmax Built Built Acquired Type(1) Dwt
Timeless Korea 1991 2004 DH 154,970
Flawless Korea 1991 2004 DH 154,970
Endless Brazil 1992 2004 DH 135,915
Limitless Brazil 1993 2004 DH 136,055
Total Suezmax 581,910
Product Tankers
Handymax
Restless Korea 1991 2004 DH 47,084
Spotless Korea 1991 2004 DH 47,094
Doubtless Korea 1991 2004 DH 47,076
Victorious Korea 1991 2004 DH 47,084
Relentless Korea 1992 2004 DH 47,084
Sovereign Korea 1992 2004 DH 47,084
Invincible Korea 1992 2004 DH 47,084
Vanguard Korea 1992 2004 DH 47,084
Fearless China 1992 2003 DH 44,646
Faithful Japan 1992 2002 DH 45,720
Total Handymax 467,040
Handysize
Yapi Poland 1989 2000 SH 29,998
Total Handysize 29,998
TOTAL COMBINED FLEET 1,078,948
1) DH = Double-hull tanker; SH = Single-hull tanker
On November 3, 2004, the Company enter into an agreement to acquire five
modern double-hull Suezmaxes. The first Suezmax, M/T Priceless, was delivered on
February 3, 2005, and the second vessel, M/T Stopless, is expected to be
delivered within the next 20 days. The remaining three are expected to be
delivered by April 15, 2005. Upon delivery of the remaining vessels, the Company
will own and operate a fleet of 20 tankers, or 1.8 million Dwt, comprising of
nine double-hull Suezmaxes, 10 double-hull Handymaxes and one Handysize vessel.
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Page 4-4-4
FLEET DEPLOYMENT
----------------
During the fourth quarter of 2004, the Company had approximately 68 percent
of the fleet's net operating days on long-term employment contracts.
Approximately 60 percent of the fleet's estimated net operating days for the
first quarter of 2005, and 50 percent for the entire year 2005, are secured by
time charters with 50/50 profit-sharing on subcharters expected to generate, at
the base rate, approximately $50 million in revenues for 2005.
During the fourth quarter of 2004, the Company's Suezmax fleet operated in
the spot market, earning on average approximately $74,925 per vessel per day on
a time charter equivalent (TCE) basis.
All of the Company's Handymax tankers operate under 50/50 profit-sharing
employment agreements with Glencore and Vitol. Four of these contracts have a
base rate of $14,500 per day as well as a profit sharing provision based on the
actual rate that the charterer generates from the vessel. Under the profit
sharing provision, the Company receives, on a quarterly basis, the first $500
per day that the charterer generates from the vessel in excess of the base rate
and 50 percent of the excess thereafter above $15,000 per day. These time
charters expire in August 2006. The contracts for the six remaining Handymax
vessels have a base rate of $14,250 per day until December 31, 2005, and base
rate of $13,250 per day from January 1, 2006, until expiration of the contracts
in February or March of 2007, as well as a profit sharing provision based on the
actual rate that the charterer generates from the vessel. Under the profit
sharing provision, the Company receives, on a quarterly basis, the first $250
per day (until December 31, 2005) and the first $1,250 per day (from January 1,
2006, until expiration of the contracts) that the charterer generates from the
vessel in excess of the base rate and 50 percent of the excess thereafter above
$14,500 per day.
Including the profit-sharing allocated to the Company from these
profit-sharing agreements, the Handymax fleet earned, on average, approximately
$21,590 per vessel per day on a time charter equivalent (TCE) basis.
During the fourth quarter of 2004, the Company's Handysize fleet operated in
the spot market, earning an average approximately $12,567 per vessel per day.
The remaining Handysize vessel is expected to continue operating in the spot
market.
CREDIT FACILITY
---------------
As of December 31, 2004, TOP Tankers had total indebtedness of $197 million,
provided by the Royal Bank of Scotland, maturing in 2012. On October 1, 2004,
the Company entered into an interest rate swap for an amount of $98.5 million
for a period of four years. Under this agreement the interest rate is fixed at
3.61 percent, in addition to the applicable 1 percent spread. The interest rate
for the $98.5 million is LIBOR, plus a 1 percent spread. The Company's ratio of
indebtedness to total capital was approximately 38 percent.
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Page 5-5-5
In connection with the acquisition of the five follow-on tankers, the Company
entered into additional financing agreements with the Royal Bank of Scotland and
DVB Bank, for a total of $140 million.
DIVIDEND
--------
The Company paid its first dividend of $0.21 per share on January 12, 2005,
to shareholders of record as of December 22, 2004.
CONFERENCE CALL AND WEBCAST
---------------------------
TOP Tankers management team will host a conference call today February 18,
2004, at 11:00 a.m. EST, to review the results and to discuss other corporate
news and its outlook. Participants should dial into the call 10 minutes before
the scheduled time using the following numbers: 877-407-8035 (from the US and
Canada) or +1 201-689-8035 (from outside the US and Canada). A live webcast of
the conference call will also be accessible via the Internet at
www.toptankers.com, or by going to www.vcall.com.
A telephonic replay of the conference call will be available by dialling
877-660-6853 (from the US and Canada) or +1 201-612-7415 (from outside the US
and Canada); enter account number 1628 and conference ID number 139432. An
online archive will also be available immediately following the call at the
sites noted above. Both are available through February 25, 2005.
* EBITDA represents earnings before interest, taxes, depreciation and
amortization. EBITDA does not represent and should not be considered as an
alternative to net income or cash flow from operations, as determined by GAAP,
and our calculation of EBITDA may not be comparable to that reported by other
companies. EBITDA is included in this press release because it is a basis upon
which we assess our liquidity position and because we believe that it presents
useful information to investors regarding our ability to service and/or incur
indebtedness.
** Time charter equivalent, or TCE, is a measure of the average daily revenue
performance of a vessel on a per voyage basis. Our method of calculating TCE is
consistent with industry standards and is determined by dividing net voyage
revenue by voyage days for the relevant time period. Net voyage revenues are
voyage revenues minus voyage expenses. Voyage expenses primarily consist of
port, canal and fuel costs that are unique to a particular voyage, which would
otherwise be paid by the charterer under a time charter contract, as well as
commissions.
ABOUT TOP TANKERS INC
---------------------
TOP Tankers Inc is an international provider of worldwide seaborne crude oil
and petroleum products transportation services. The Company expects to own and
operate a fleet of 20 tankers, consisting of nine Suezmax tankers, 10 Handymax
tankers and one Handysize tanker, with a total carrying capacity of
approximately 1.84 million Dwt. By Dwt, 98.4 percent of the Company's fleet will
be double-hull and 93.5 percent of the fleet will be sister ships.
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TOP TANKERS REPORTS FOURTH QUARTER, FISCAL YEAR 2004 RESULTS
Page 6-6-6
FORWARD-LOOKING STATEMENTS
--------------------------
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and financial performance and may 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 forward-looking statements in this release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although TOP Tankers believes 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, TOP Tankers cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
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
changes in charter hire rates and vessel values, changes in demand for oil and
petroleum products, the effect of changes in OPEC's petroleum production levels
and worldwide oil consumption and storage, changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled drydocking, changes in
TOP Tankers' operating expenses, including bunker prices, dry-docking and
insurance costs, changes in governmental rules and regulations including
requirements for double-hull tankers or actions taken by regulatory authorities,
potential liability from pending or future litigation, domestic and
international political conditions, potential disruption of shipping routes due
to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by TOP
Tankers with the US Securities and Exchange Commission.
TABLES FOLLOW
TOP TANKERS REPORTS FOURTH QUARTER, FISCAL YEAR 2004 RESULTS
Page 7-7-7
TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Expressed in thousands of U.S. Dollars - except for
share and per share data)
Three Months Ended Year Ended
December 31, December 31,
---------------------------- -------------------
2003 2004 2003 2004
-------------- ----------- -------- ---------
REVENUES:
Voyage revenues 6,441 47,722 23,085 93,774
EXPENSES:
Voyage expenses 1,583 6,766 5,937 16,898
Vessel operating expenses 1,992 7,440 8,420 17,045
Depreciation and amortization 1,242 6,820 4,203 14,622
General and administrative expenses 488 5,795 1,815 8,579
Gain on sale of vessels - (401) - (638)
-------------- ----------- -------- ---------
Operating income 1,136 21,302 2,710 37,268
-------------- ----------- -------- ---------
OTHER INCOME (EXPENSES):
Interest and finance costs (392) (2,505) (1,336) (5,201)
Interest income - 357 1 481
Other, net (56) 132 259 191
-------------- ----------- -------- ---------
Total other expenses, net (448) (2,016) (1,076) (4,529)
-------------- ----------- -------- ---------
Net Income 688 19,286 1,634 32,739
============= =========== ======== =========
Earnings per share, basic and diluted 0.11 0.80 0.27 2.53
============== =========== ======== =========
Weighted average number of shares, basic
and diluted 6,000,000 24,196,917 6,000,000 12,922,449
EBITDA RECONCILIATION
(Expressed in Thousands of U.S Three Months Ended Year Ended December
Dollars) December 31, 31,
--------------------------- -----------------------
2003 2004 2003 2004
---------- --------------- --------- ------------
EBITDA 2,322 28,254 7,172 52,081
DEPRECIATION AND AMORTIZATION 1,242 6,820 4,203 14,622
INTEREST AND FINANCE COSTS (392) (2,148) (1,335) (4,720)
NET INCOME 688 19,286 1,634 32,739
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Page 8-8-8
TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars - except for
share and per share data)
December 31, December 31
2003 2004
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 2,343 124,768
Other current assets 2,519 26,225
------------ ------------
------------ ------------
Total current assets 4,862 150,993
NON-CURRENT ASSETS:
Advances for vessels acquisitions - 25,650
Vessels, net 48,074 355,997
Deferred charges and other
non-current assets 2,975 9,382
------------ ------------
------------ ------------
Total assets 55,911 542,022
============ ============
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt 4,085 20,000
Dividends payable - 5,845
Other current liabilities 4,981 17,423
------------ ------------
------------ ------------
Total current liabilities 9,066 43,268
LONG-TERM DEBT, net of current portion 30.526 177,000
STOCKHOLDERS' EQUITY 16,319 321,754
------------ ------------
------------ ------------
Total liabilities and stockholders'
equity 55,911 542,022
============ ============
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Page 9-9-9
TOP TANKERS INC.
(Formerly Ocean Holdings Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in thousands of U.S. Dollars)
Year Ended December 31,
------------------------
2003 2004
------------ ----------
Cash Flows from (used in) Operating
Activities:
Net income 1,634 32,739
Adjustments to reconcile net income to
net cash
provided by operating activities:
Depreciation and amortization 4,324 15,377
Gain on sale of vessels - (638)
Change in operating assets and
liabilities 1,386 (11,512)
Payments for dry-docking (2,414) (7,365)
------------ ----------
Net Cash from Operating Activities 4,930 28,601
............ ..........
Cash Flows from (used in) Investing
Activities:
Advances for vessels acquisitions - (25,650)
Acquisition of vessels and equipment (19,550) (328,104)
Net proceeds from sale of vessel - 8,536
Other (451) 619
------------ ----------
Net Cash used in Investing Activities (20,001) (344,599)
............ ..........
Cash Flows from (used in) Financing
Activities:
Proceeds from long-term debt 25,850 281,900
Payments of long-term debt (14,289) (119,511)
Issuance of common stock and capital
contributions 6,484 281,107
Payment of financing costs (154) (2,755)
Dividends paid (571) (2,318)
------------ ----------
------------ ----------
Net Cash from Financing Activities 17,320 438,423
............ ..........
Net increase in cash and cash equivalents 2,249 122,425
Cash and cash equivalents at beginning of
year 94 2,343
------------ ----------
Cash and cash equivalents at end of year 2,343 124,768
============ ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid 1,045 3,157
============ ==========
# # # #
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 TANKERS INC.
(registrant)
Dated: February 18, 2005
By: /s/ Stamatis N. Tsantanis
--------------------------
Stamatis N. Tsantanis
Chief Financial Officer
23116.0001 #549465