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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2007
Commission File Number
TOP TANKERS INC.
(Translation of registrant's name into English)
1, Vassilissis Sofias Meg. Alexandrou Str.
151 24 Maroussi
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.
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): ________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Included in this report on Form 6-K as Exhibit 1 is the press release issued by
TOP Tankers Inc. (the "Company") on March 8, 2007 announcing the Company's
fourth quarter and year end 2006 financial results.
Exhibit 1
NEWS RELEASE for March 8, 2007
Contact: Michael Mason (investors) Stamatis Tsantanis, CFO
Allen & Caron Inc TOP Tankers Inc
212 691 8087 011 30 210 812 8199
michaelm@allencaron.com snt@toptankers.com
TOP TANKERS REPORTS FOURTH QUARTER AND
FISCAL YEAR 2006 FINANCIAL RESULTS
Highlights:
o Sale and Leaseback of 13 vessels and payment of $7.50 per share dividend
o Agreement for construction of six 50,000 dwt Product / Chemical tankers
with record delivery periods during the first six months of 2009
o Sale of three Handymaxes reportedly at one of the highest prices ever
achieved for such vessels
ATHENS, GREECE (March 8, 2007) ... TOP Tankers Inc (NasdaqGS:TOPT) today
announced its operating results for the fourth quarter and the fiscal year ended
December 31, 2006.
For the three months ended December 31, 2006, the Company reported net income of
$3,212,000, or $0.10 per share, compared with net income of $28,090,000, or
$1.00 per share, for the fourth quarter of 2005. The weighted average numbers of
basic shares used in the computations were 32,288,205 and 28,020,990 for the
fourth quarters of 2006 and 2005 respectively. The results for the fourth
quarter of 2006 and 2005 include net charges of $281,000, or $0.01 per share and
$3,366,000, or $0.12 per share, respectively, of special items(1) that affected
the Company's net results for the period that are typically excluded by
securities analysts in their published estimates of the Company's financial
results, which are described in Appendix A of this release. For the three months
ended December 31, 2006, operating income was $7,516,000, compared with
$33,108,000 for the fourth quarter of 2005. EBITDA(1) for the fourth quarter of
2006 was $18,305,000, compared with $48,970,000 for the fourth quarter of 2005.
Voyage revenues for the fourth quarter of 2006 were $67,794,000, compared to
$90,592,000 recorded in the fourth quarter of 2005.
For the year ended December 31, 2006, the Company reported net income of
$15,141,000, or $0.47 per share, compared to $68,684,000, or $2.46 per share,
for the previous year. The weighted average numbers of basic shares used in the
computations were 30,550,274 and 27,926,771 for the years ended December 31,
2006 and 2005, respectively. The results for the year ended December 31, 2006
and 2005 include net charges of $8,227,000, or $0.27 per share and $9,481,000,
or $0.34 per share, respectively, of special items that affected the Company's
net income for the year that are typically excluded by securities analysts in
their published estimates of the Company's financial results, which are
described in Appendix A of this release. For the year ended December 31, 2006,
operating income was $41,361,000, compared with $86,953,000 for the previous
----------
(1) See Appendix A to this release for information about special items and
reconciliation of EBITDA to net income.
year. EBITDA for 2006 was $90,075,000, compared to $140,141,000 for the previous
year. Voyage revenues for the year ended December 31, 2006, were $310,043,000,
compared to $244,215,000 recorded in the previous year.
Evangelos J. Pistiolis, President and Chief Executive Officer of TOP Tankers
Inc, commented, "This year was an especially challenging year for the Company.
We completed a $550 million sale & lease back project, which generated
significant return of $7.50 per share to our shareholders.
"We also sold 3,907,365 shares of common stock in 'at-the-market' offerings at
an average net price of $6.91 per share.
"During the year we drydocked a total of 9 vessels and performed extensive
upgrading of our fleet. The cost of recent and future upgrades will be in excess
of $50 million and more than 60% of it has been completed as of year end. We
have conducted extensive work on our tankers, closely supervised by our
experienced technical team in order to upgrade the vessels to the highest
possible standards. Once again, we would like to emphasize our commitment to
provide the highest quality of service to our clients and to continue to operate
and maintain our fleet with the utmost efficiency and professionalism.
"We believed that it was the right time to undertake such a large project, and
expect that going forward this strategy will help to make 2007 a stronger year.
"In 2006, we also sold three Handymax tankers, one built in 1998 and two built
in 1999. We believe that the aggregate sale price of $128 million was one of the
highest prices ever achieved for such vessels in the industry.
"In addition, we have entered into an agreement to acquire six newbuilding
Handymax product tankers for a purchase price of $285 million. Furthermore, we
managed to arrange for the new vessels to be delivered in first and second
quarters of 2009. We review this as a real achievement, since most shipyards
were not offering tanker newbuilding deliveries prior to 2010 or 2011.
"We look forward to a very active year in 2007."
The following key indicators serve to highlight changes in the financial
performance of the Company's fleet during the fourth quarters and years ended
December 31, 2005 and 2006:
Suezmax Fleet
-------------
Three Months Ended December 31, Year Ended December 31,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 1,011 1,196 18.3% 3,046 4,745 55.8%
Total operating days 943 979 3.8% 2,771 3,837 38.5%
Utilization 93.3% 81.9% -12.2% 91.0% 80.9% -11.1%
TCE(2) per ship per day under spot voyage charter 61,447 37,652 -38.7% 46,014 45,328 -1.5%
TCE per ship per day under time charter 39,583 34,058 -14.0% 34,116 36,069 5.7%
Average TCE 52,660 36,503 -30.7% 41,622 41,887 0.6%
Vessel operating expenses per ship per day 7,662 8,277 8.0% 7,578 7,748 2.2%
Handymax Fleet
--------------
Three Months Ended December 31, Year Ended December 31,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 1,248 1,180 -5.4% 4,604 5,002 8.6%
Total operating days 1,231 1,117 -9.3% 4,421 4,797 8.5%
Utilization 98.6% 94.7% -4.0% 96.0% 95.9% -0.1%
TCE per ship per day under spot voyage charter - - - 11,500 - -
TCE per ship per day under time charter 22,262 17,082 -23.3% 20,500 19,590 -4.4%
Average TCE 22,262 17,082 -23.3% 20,411 19,590 -4.0%
Vessel operating expenses per ship per day 5,341 5,931 11.1% 5,085 5,862 15.3%
Total Fleet*
------------
Three Months Ended December 31, Year Ended December 31,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 2,259 2,376 5.2% 7,905 9,747 23.3%
Total operating days 2,174 2,096 -3.6% 7,436 8,634 16.1%
Utilization 96.2% 88.2% -8.3% 94.1% 88.6% -5.8%
TCE per ship per day under spot voyage charter 61,433 37,652 -38.7% 43,713 45,328 3.7%
TCE per ship per day under time charter 26,339 20,798 -21.0% 22,566 23,366 3.5%
Average TCE 35,443 26,153 -26.2% 27,881 29,499 5.8%
Vessel operating expenses per ship per day 6,379 7,112 11.5% 5,985 6,780 13.3%
General and administrative expenses per ship per day** 4,015 2,012 -49.9% 3,013 2,328 -22.7%
* Total Fleet information includes data for one Handysize tanker in 2005.
** The daily General and Administrative expenses include approximately $2,134
and ($183) for the three-month period ended December 31, 2005 and 2006,
respectively, and $1,389 and $564 for the year ended December 31, 2005 and
2006 respectively, of non-cash restricted stock expense, convertible
offering issuance costs write-off, general compensation provision and
specific legal and auditing fees.
----------
(2) Consistent with general practice in the tanker shipping industry, 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.
Fleet Report
As of December 31, 2006, the Company's fleet size was 24 vessels, or 2.5 million
dwt (including 18 vessels sold and leased back for a period of 5 to 7 years) as
compared to 27 vessels, or 2.6 million dwt (including 5 vessels sold and leased
back for a period of 7 years) on December 31, 2005. The changes in the Company's
fleet during 2006 are as follows:
In March 2006, the Company sold and leased-back the Handymax tankers M/T
Faithful, M/T Spotless, M/T Vanguard and M/T Doubtless and the Suezmax tankers
M/T Flawless, M/T Timeless, M/T Priceless and M/T Stopless for a period of five
years.
In April 2006, the Company sold and leased-back the Suezmax tankers M/T
Limitless, M/T Endless, M/T Stainless, M/T Faultless and M/T Noiseless for a
period of seven years.
In September and October 2006, the Company sold the vessels M/T Taintless, M/T
Soundless and M/T Topless for a total consideration of $127.5 million, resulted
in a total book gain of $12.7 million, which was recognized in the fourth
quarter of 2006. The M/T Taintless and M/T Soundless were delivered to their new
owners in November 2006 and the M/T Topless was delivered to its new owners in
December 2006.
In October 2006, the Company entered into an agreement with SPP Shipbuilding Co,
Ltd of the Republic of Korea for the construction of six 50,000 dwt Product /
Chemical tankers. The vessels will be delivered during the first and second
quarters of 2009. The total investment for the Company will be approximately
$285.4 million, which will be funded with secured credit lines and working
capital.
Fleet Deployment
During the fourth quarter of 2006, the Company had approximately 68% of the
fleet's operating days on long-term employment contracts. Fifteen of the
Company's 24 tankers are on time charter contracts with an average term of over
three years with all but three of the time charters including profit sharing
agreements.
The Company has secured approximately 67% of the estimated operating days for
2007 under time charter contracts. At the same time, the nine Suezmaxes
operating in the spot market, together with the profit sharing component of the
time charter contracts, expose approximately 56% of the Company's estimated
operating days for 2007 to spot rates, which may be potentially higher.
Suezmax Fleet:
During the fourth quarter of 2006, eight of the Company's Suezmax tankers
operated in the spot market, earning on average $37,652 per vessel per day on a
time charter equivalent (TCE) basis.
During the fourth quarter of 2006, four of the Company's Suezmax tankers
operated in the spot market, earning on average $34,058 per vessel per day on a
time charter equivalent (TCE) basis.
During the fourth quarter of 2006, one of the Company's Suezmax tankers was
undergoing its special survey and was not operational.
As of the date of this release, the Company's Suezmax fleet for the first
quarter of 2007 has been fixed as follows:
Spot: 74% of operating days at average daily TCE of $38,000
Total (Spot and time charter, including profit sharing): 82% of operating days
at average daily TCE of $37,000.
In addition, as of the date of this release, we had a total of 65 off-hire
Suezmax days in the first quarter of 2007, associated with the dry-docking of
the M/T Stopless and the ballast tank cleaning process of the M/T Faultless.
Handymax Fleet:
All of the Company's Handymax tankers operate under long term employment
agreements that provide for a base rate and additional profit-sharing.
During the fourth quarter of 2006, including the profit-sharing allocated to the
Company from these profit-sharing agreements, the Handymax fleet earned on
average $17,082 per vessel per day on a time charter equivalent (TCE) basis.
As of the date of this release, the Company's Handymax fleet for the first
quarter of 2007 has been fixed for 70% of its operating days at average daily
TCE of $20,500.
In addition, as of the date of this release, we had a total of 48 off-hire
Handymax days in the first quarter of 2007, associated with the dry-docking of
the M/T Vanguard.
The following table presents the Company's current fleet list and employment:
Year Profit Sharing
Dwt Built Charter Type Expiry Daily Base Rate Above Base Rate (2006)
--- ----- ------------ ------ --------------- ----------------------
13 Suezmax Tankers
Timeless(C)............. 154,970 1991 Spot
Flawless(C)............. 154,970 1991 Spot
Stopless(C)............. 154,970 1991 Spot
Priceless(C)............ 154,970 1991 Time Charter Q3/2008 $35,000 50% thereafter
Faultless(B)............ 154,970 1992 Spot
Noiseless(B)............ 149,554 1992 Time Charter Q2/2010 $37,000(1) None
Stainless(B)............ 149,599 1992 Spot
Endless(B).............. 135,915 1992 Time Charter Q4/2008(A) $36,500 None
Limitless(B)............ 136,055 1993 Spot
Stormless............... 150,038 1993 Time Charter Q4/2009 $36,900 None
Ellen P................. 146,286 1996 Spot
Errorless............... 147,048 1993 Spot
Edgeless................ 147,048 1994 Spot
11 Handymax Tankers
Victorious(B)........... 47,084 1991 Time Charter Q3/2009 $14,000 50% thereafter
Sovereign(B)............ 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
Invincible(B)........... 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
Relentless(B)........... 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
Vanguard(C)............. 47,084 1992 Time Charter Q1/2010 $15,250 50% thereafter
Restless(B)............. 47,084 1991 Time Charter Q4/2009 $15,250 50% thereafter
Spotless(C)............. 47,094 1991 Time Charter Q1/2010 $15,250 50% thereafter
Doubtless(C)............ 47,076 1991 Time Charter Q1/2010 $15,250 50% thereafter
Faithful(C)............. 45,720 1992 Time Charter Q2/2010 $14,500 100% first $500 + 50% thereafter
Dauntless............... 46,168 1999 Time Charter Q1/2010 $16,250 100% first $1,000 + 50% thereafter
Ioannis P............... 46,346 2003 Time Charter Q4/2010 $18,000 100% first $1,000 + 50% thereafter
Total Tanker DWT 2,451,301
A. Charterers have option to extend contract for an additional four-year
period
B. Vessels sold and leased back for a period of 7 years.
C. Vessels sold and leased back for a period of 5 years.
1. Base rate will change to $36,000 in Q2 2007 and $35,000 in Q2 2008 until
expiration.
Credit Facility
As of December 31, 2006, TOP Tankers had total indebtedness under senior secured
credit facilities of $220 million with its lenders, the Royal Bank of Scotland
("RBS") and HSH Nordbank ("HSH"), maturing in 2015 and 2013 respectively. As of
the date of this release, and after giving effect to the payment of first
instalment of the two remaining newbuildings, the Company's total indebtedness
under the senior secured credit facilities was $230 million.
As of December 31, 2006, the Company has three interest rate swap agreements
with RBS for the amounts of $31.7 million, $10 million and $10 million for a
period of four, seven and seven years, respectively. Under these agreements the
interest rate is fixed at an effective annual rate of 4.66%, 4.23% and 4.11%,
respectively, in addition to the applicable margin. The Company also has one
interest rate swap agreement with HSH for the amount of $41.2 million for a
period of five years, at a fixed interest rate of 4.80% in addition to the
applicable margin. In addition, the Company has two interest rate swap
agreements with Deutsche Bank and Egnatia Bank for the amounts of $50 million
and $10 million for a period of seven and seven years, respectively. Under these
agreements the interest rate is fixed at an effective annual rate of 4.45% and
4.76%, respectively, in addition to the applicable margin. The above swaps of
$10 million, $10 million, $50 million and $10 million, include steepening terms
based on the 2 and 10 year swap difference, which is calculated quarterly in
arrears. The interest rate for the remaining balance of the loans is LIBOR, plus
the margin.
On December 31, 2006, the Company's ratio of indebtedness to total capital was
approximately 52.4%.
Restatement of Interim Financial Statements
On December 7, 2006, the Company announced that it had restated its interim
financial statements for the quarter ended March 31, 2006 and June 30, 2006, to
reflect a change of treatment of the sellers' credits that were part of the sale
leasebacks mentioned above. These transactions were entered into during 2006 and
do not affect the Company's results from the year ended December 31, 2005. The
revised treatment of the sellers' credits has been reflected in the Company's
results for the full year ended December 31, 2006.
Litigation
The Company and certain of its executive officers were named as defendants in a
putative class action securities law suit brought in the United States District
Court, Southern District of New York, alleging violations of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder.
As of the date of this release, none of the defendants has been served in this
action, which has been consolidated with nine additional putative class action
law suits. The Court is currently considering a motion for the appointment of a
lead plaintiff.
The Company has also been named as a nominal defendant in a derivative suit
seeking damages from certain individual officers and directors of the Company,
on behalf of the Company, for alleged breaches of fiduciary duties and
violations of the Exchange Act. The Company has not been served in this action
as of this date of this release.
The Company intends to defend these suits vigorously.
Conference Call and Webcast
TOP Tankers' management team will host a conference call to review the results
and discuss other corporate news and its outlook on Thursday, March 8, 2007 at
11:00 AM EST, which will be broadcast live over the Internet. Those interested
in listening to the live webcast may do so by going to the Company's website at
www.toptankers.com, or by going to www.investorcalendar.com. Web participants
are encouraged to go to either website at least 15 minutes prior to the start of
the call to register, download, and install any necessary audio software. The
online archive will be available shortly after the conclusion of the call and
continue for seven days.
The telephonic replay of the conference call will be available by dialing 877
660-6853 (from the US and Canada) or +1 201 612-7415 (from outside the US and
Canada) and by entering account number 286 and conference ID number 232792. An
online archive will also be available immediately following the call at the
sites noted above. Both are available for one week, through March 15, 2007.
About TOP Tankers Inc
TOP Tankers Inc is an international provider of worldwide seaborne crude oil and
petroleum products transportation services. The Company operates a fleet of 24
tankers, consisting of 13 double-hull Suezmax tankers and 11 double-hull
Handymax tankers, with a total carrying capacity of approximately 2.5 million
dwt, of which 88.2% are sister ships. Fifteen of the Company's 24 tankers are on
time charter contracts with an average term of over three years with all but
three of the time charters including profit sharing agreements.
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 charterhire rates and vessel values, failure of a seller to deliver
one or more vessels, failure of a buyer to accept delivery of a vessel,
inability to procure acquisition financing, 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, scheduled and unscheduled drydocking, changes in
our voyage and 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 INC.
CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars - except for share and per share data)
Three Months Ended December 31, Year Ended December 31,
-------------------------------- ----------------------------
2005 2006 2005 2006
------------- --------------- ----------- -------------
REVENUES:
Voyage revenues 90,592 67,794 244,215 310,043
EXPENSES:
Voyage expenses 13,538 12,977 36,889 55,351
Charter hire expense 5,308 29,848 7,206 96,302
Vessel operating expenses 14,410 16,898 47,315 66,082
Depreciation and amortization 15,780 10,910 53,054 48,781
General and administrative expenses 9,070 4,780 23,818 22,688
Amortization of deferred income (612) (2,433) (837) (8,110)
(Gain) on sale of vessels - (12,667) (10,115) (12,667)
Foreign currency (gains) / losses, net (10) (35) (68) 255
------------- --------------- ----------- -------------
Operating income 33,108 7,516 86,953 41,361
------------- --------------- ----------- -------------
OTHER INCOME (EXPENSES):
Interest and finance costs (5,493) (5,086) (20,177) (29,175)
Interest income 393 903 1,774 3,022
Other, net 82 (121) 134 (67)
------------- --------------- ----------- -------------
Total other expenses, net (5,018) (4,304) (18,269) (26,220)
------------- --------------- ----------- -------------
Net Income 28,090 3,212 68,684 15,141
============= =============== =========== =============
Earnings per share, basic and diluted 1.00 0.10 2.46 0.47
============= =============== =========== =============
Weighted average common shares outstanding, basic 28,020,990 32,288,205 27,926,771 30,550,274
============= =============== =========== =============
TOP TANKERS INC.
CONSOLIDATED UNAUDITED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars - except for share and per
share data)
December 31, December 31,
2005 2006
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 17,462 29,992
Other current assets 50,112 42,807
Total current assets 67,574 72,799
FINANCIAL INSTRUMENTS 425 -
ADVANCES FOR VESSELS UNDER CONSTRUCTION - 28,683
VESSELS, NET 886,754 306,418
RESTRICTED CASH 13,500 50,000
OTHER NON-CURRENT ASSETS 12,644 64,835
-------- --------
Total assets 980,897 522,735
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt 45,329 16,588
Deferred income, current portion 2,451 9,731
Other current liabilities 30,814 24,021
-------- --------
Total current liabilities 78,594 50,340
FINANCIAL INSTRUMENTS - 3,384
LONG-TERM DEBT, net of current portion 518,774 201,464
DEFERRED INCOME, net of current portion 13,871 69,692
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY 369,658 197,855
-------- --------
Total liabilities and stockholders' equity 980,897 522,735
======== ========
APPENDIX A - SPECIFIC ITEMS AFFECTING NET INCOME AND RECONCILIATION OF EBITDA
Set forth below are some of the significant items of income and expense that
affected the Company's net income for the fourth quarter and year ended December
31, 2005 and 2006, all of which are items the Company believes are typically
excluded by securities analysts in their published estimates of the Company's
financial results:
(Expressed in thousands of U.S. Dollars - except for share and per share data)
Three Months Ended Year Ended
-------------------------------------- ---------------------------------------
Description December 31, 2005 December 31, 2006 December 31, 2005 December 31, 2006
(unaudited) (unaudited) (unaudited) (unaudited)
----------- ----------- ----------- -----------
$ Per Share $ Per Share $ Per Share $ Per Share
------- --------- ------- --------- ------- --------- ------- ---------
Reported net income 28,090 1.00 3,212 0.10 68,684 2.46 15,141 0.47
Restricted share plan to officers and personnel 236 0.01 283 0.01 3,478 0.12 3,710 0.12
Issuance costs for preferred stock - - - - 965 0.04 - -
Gain from termination of interest rate swap (1,128) (0.04) - - (1,170) (0.04) (650) (0.02)
Change of fair value of interest rate swaps (327) (0.01) 715 0.02 (327) (0.01) 3,384 0.11
Specific legal and auditing fees - - 989 0.03 - - 989 0.03
Bonus compensation provision to
officers and personnel 4,585 0.16 (1,706) (0.05) 6,535 0.23 794 0.03
----------------------------------------------------------------------------------
Total 3,366 0.12 281 0.01 9,481 0.34 8,227 0.27
Net income after specific items 31,456 1.12 3,493 0.11 78,165 2.80 23,368 0.74
==================================================================================
EBITDA RECONCILIATION(3)
(Expressed in Thousands of U.S Dollars)
Three Months Ended Year Ended
December 31, December 31,
------------------- ------------------
2005 2006 2005 2006
------------------- ------------------
NET INCOME 28,090 3,212 68,684 15,141
DEPRECIATION AND AMORTIZATION 15,780 10,910 53,054 48,781
INTEREST AND FINANCE COSTS, NET 5,100 4,183 18,403 26,153
--------- --------- --------- --------
EBITDA 48,970 18,305 140,141 90,075
========= ========= ========= ========
----------
(3) EBITDA represents earnings before interest and finance costs, net, taxes,
depreciation and amortization. Interest and finance costs, net include gain
or loss from termination of swaps and swap fair value changes. EBITDA is
included in this release because we believe it provides investors with an
understanding of operating performance over comparative periods. EBITDA
should not be considered as a substitute for income from operations, net
income or cash flows from operating activities (all as determined in
accordance with generally accepted accounting principles) for the purpose
of analyzing our operating performance, financial position and cash flows,
as EBITDA is not defined by generally accepted accounting principles. We
presented EBITDA, however, because it is commonly used by certain investors
and analysts to analyze and compare companies on the basis of operating
performance and to determine a company's ability to service and/or incur
debt.
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.
Dated: March 8, 2007 By /s/ Stamatis N. Tsantanis
-----------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer
SK 23116 0001 754861