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 May 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 May 17, 2007 announcing the Company's first
quarter 2007 financial results.
[GRAPHIC OMITTED]
Exhibit 1
NEWS RELEASE for May 17, 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 FIRST QUARTER 2007 FINANCIAL RESULTS
ATHENS, GREECE (May 17, 2007) ... TOP Tankers Inc (NasdaqGS:TOPT) today
announced its operating results for the first quarter ended March 31, 2007.
For the three months ended March 31, 2007, the Company reported net income of
$947,000, or $0.03 per share, compared with net income of $30,161,000, or $1.05
per share, for the first quarter of 2006. The weighted average numbers of basic
shares used in the computations were 32,331,129 and 28,099,212 for the first
quarters of 2007 and 2006, respectively. The results for the first quarter of
2007 and 2006 include net (revenues) / charges of ($980,000), or ($0.03) per
share and $2,672,000, or $0.10 per share, respectively, of special items(1) that
affected the Company's net income for the first quarter of 2007 and 2006 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 March 31, 2007, operating income was
$1,396,000, compared with operating income of $37,970,000 for the first quarter
of 2006. Adjusted EBITDA(1) for the first quarter of 2007 was $10,787,000,
compared with $55,607,000 for the first quarter of 2006. Voyage revenues for the
first quarter of 2007 were $73,988,000, compared to $101,746,000 recorded in the
first quarter of 2006.
Evangelos J. Pistiolis, President and Chief Executive Officer of TOP Tankers
Inc, commented, "During the first quarter of 2007, we focused on improving the
quality of our fleet management by bringing more vessels back to our own full
management. We are also exploring various plans to reduce our financial expenses
and increase our shareholders value. Lastly, in order to increase the trading
liquidity of our stock, we have proposed to our Annual General Meeting of our
Stockholders the 2:1 reverse split of our stock".
The following key indicators serve to highlight changes in the financial
performance of the Company's fleet during the first quarters ended March 31,
2006 and 2007:
Suezmax Fleet
Three Months Ended March 31,
----------------------------
(In U.S. Dollars unless otherwise stated) 2006 2007 Change
---- ---- ------
Total available ship days 1,170 1,170 0.0%
Total operating days 1,112 1,084 -2.5%
Utilization 95.0% 92.6% -2.5%
TCE(2) per ship per day under spot voyage charter 61,802 38,565 -37.6%
TCE per ship per day under time charter 39,108 35,123 -10.2%
Average TCE 52,741 37,428 -29.0%
Other vessel operating expenses per ship per day 7,634 8,231* 7.8%
Handymax Fleet
Three Months Ended March 31,
----------------------------
(In U.S. Dollars unless otherwise stated) 2006 2007 Change
---- ---- ------
Total available ship days 1,260 990 -21.4%
Total operating days 1,236 911 -26.3%
Utilization 98.1% 92.0% -6.2%
TCE per ship per day under spot voyage charter - - -
TCE per ship per day under time charter 21,735 20,279 -6.7%
Average TCE 21,735 20,279 -6.7%
Other vessel operating expenses per ship per day 5,397 6,576 21.9%
Total Fleet
Three Months Ended March 31,
----------------------------
(In U.S. Dollars unless otherwise stated) 2006 2007 Change
---- ---- ------
Total available ship days 2,430 2,160 -11.1%
Total operating days 2,348 1,995 -15.0%
Utilization 96.6% 92.4% -4.4%
TCE per ship per day under spot voyage charter 61,802 38,565 -37.6%
TCE per ship per day under time charter 26,326 24,467 -7.1%
Average TCE 36,419 29,597 -18.7%
Other vessel operating expenses per ship per day 6,474 7,473* 15.4%
General and administrative expenses per ship per day** 3,024 2,406 -20.4%
* The daily Other vessel operating expenses for the Suezmax Fleet and Total
Fleet include approximately $332 and $180, respectively for the ballast
tank cleaning process of the M/T Faultless, that are not expected to be
covered by the Insurance Underwriters.
** The daily General and Administrative expenses include approximately $1,630
and $218 for the first quarter of 2006 and 2007, respectively, of non-cash
restricted stock expense, general compensation provision, specific legal
and auditing fees and depreciation for other fixed assets.
Fleet Report:
As of March 31, 2007, 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 on March 31, 2006.
In April 2007, the Company sold the Suezmax tanker M/T Errorless for $52.5
million, resulting in a book gain of $2.0 million, which will be recognized in
the second quarter of 2007. The vessel was delivered to its new owners on April
30, 2007.
Fleet Deployment:
During the first quarter of 2007, the Company had approximately 64% of the
fleet's operating days on long-term employment contracts. Fifteen of the
Company's 24 tankers were on time charter contracts with an average term of over
three years with all but three of the time charters including profit sharing
agreements.
On May 16, 2007, the Company announced a new time charter contract with a major
South American oil company for its Suezmax M/T Flawless. The vessel is expected
to earn approximately $44,500 net per day, for one year and charterers have the
option to extend the contract for an additional one year.
The Company has secured approximately 63% of the estimated operating days for
2007 under time charter contracts. At the same time, the seven Suezmaxes that
will operate in the spot market, together with the profit sharing component of
the time charter contracts, expose approximately 55% of the Company's estimated
operating days for 2007 to spot rates, which may be potentially higher.
Suezmax Fleet:
During the first quarter of 2007, nine of the Company's Suezmax tankers operated
in the spot market, earning on average $38,565 per vessel per day on a time
charter equivalent (TCE) basis.
During the first quarter of 2007, four of the Company's Suezmax tankers operated
under time charter contracts, earning on average $35,123 per vessel per day on a
time charter equivalent (TCE) basis.
As of the date of this release, the Company's Suezmax fleet for the second
quarter of 2007 has been fixed for employment as follows:
Spot: 52% of operating days at average daily TCE of $45,000
Total (Spot and time charter, including profit sharing): 67% of operating days
at average daily TCE of $41,000.
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 first quarter of 2007, including the profit-sharing allocated to the
Company from these profit-sharing agreements, the Handymax fleet earned on
average $20,279 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 second
quarter of 2007 has been fixed for 66% of its operating days at average daily
TCE of $21,000.
The following table presents the Company's expected fleet list and employment:
Year Daily Base Profit Sharing
Dwt Built Charter Type Expiry Rate Above Base Rate (2007)
--- ----- ------------ ------ ---- ----------------------
12 Suezmax Tankers
TimelessC.................... 154,970 1991 Spot
FlawlessC.................... 154,970 1991 Time Charter Q3/2008 A $44,500 None
StoplessC.................... 154,970 1991 Spot
PricelessC................... 154,970 1991 Time Charter Q3/2008 $35,000 50% thereafter
FaultlessD................... 154,970 1992 Spot
NoiselessD................... 149,554 1992 Time Charter Q2/2010 $37,000(1) None
StainlessD................... 149,599 1992 Spot
EndlessD..................... 135,915 1992 Time Charter Q4/2008 E $36,500 None
LimitlessD................... 136,055 1993 Spot
Stormless.................... 150,038 1993 Time Charter Q4/2009 $36,900 None
Ellen P...................... 146,286 1996 Spot
Edgeless..................... 147,048 1994 Spot
11 Handymax Tankers
VictoriousB.................. 47,084 1991 Time Charter Q3/2009 $14,000 50% thereafter
SovereignB................... 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
InvincibleB.................. 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
RelentlessB.................. 47,084 1992 Time Charter Q3/2009 $14,000 50% thereafter
VanguardC.................... 47,084 1992 Time Charter Q1/2010 $15,250 50% thereafter
RestlessB.................... 47,084 1991 Time Charter Q4/2009 $15,250 50% thereafter
SpotlessC.................... 47,094 1991 Time Charter Q1/2010 $15,250 50% thereafter
DoubtlessC................... 47,076 1991 Time Charter Q1/2010 $15,250 50% thereafter
FaithfulC.................... 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 2,304,253
A. Charterers have option to extend contract for an additional one-year period
B. Vessels sold and leased back in August and September 2005 for a period of 7
years
C. Vessels sold and leased back in March 2006 for a period of 5 years
D. Vessels sold and leased back in April 2006 for a period of 7 years
E. Charterers have option to extend contract for an additional four-year
period
1. Base rate will change to $36,000 in Q2 2007 and $35,000 in Q2 2008 until
expiration.
Credit Facility
As of March 31, 2007, TOP Tankers had total indebtedness under senior secured
credit facilities of $225.7 million with its lenders, the Royal Bank of Scotland
("RBS") and HSH Nordbank ("HSH"), maturing in 2015 and 2013 respectively.
As of March 31, 2007, 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% (in addition to the
applicable margin), 4.23% and 4.11%, respectively. The Company also has one
interest rate swap agreement with HSH for the amount of $40.2 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. 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 March 31, 2007, the Company's ratio of indebtedness to total capital was
approximately 53.0%.
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, May 17, 2007, at
11:00 AM EDT.
Participants should dial into the call 10-15 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.investorcalendar.com.
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 242486. An
online archive will also be available immediately following the call at the
sites noted above. Both are available for one week, through May 24, 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 23
tankers, consisting of 12 double-hull Suezmax tankers and 11 double-hull
Handymax tankers, with a total carrying capacity of approximately 2.3 million
dwt, of which 85% are sister ships. Sixteen of the Company's 23 tankers are on
time charter contracts with an average term of over three years with all but
four 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, which are available in the SEC's
"EDGAR" database on its website, www.sec.gov.
TABLES FOLLOW
TOP TANKERS INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars - except for share and per share data)
Three Months Ended March 31,
----------------------------
2006 2007
---- ----
(unaudited) (unaudited)
REVENUES:
Voyage revenues $ 101,746 $ 73,988
EXPENSES:
Voyage expenses 16,234 14,942
Charter hire expense 7,638 29,498
Amortization of deferred gain on sale
and leaseback of vessels (812) (2,433)
Other vessel operating expenses 15,731 16,141
Depreciation and amortization 17,575 9,275
General and administrative expenses 7,348 5,198
Foreign currency (gains) / losses, net 62 (29)
----------- ----------
Operating income 37,970 1,396
=========== ==========
OTHER INCOME (EXPENSES):
Interest and finance costs (8,066) (1,262)
Interest income 261 825
Other, net (4) (12)
----------- ----------
Total other expenses, net (7,809) (449)
----------- ----------
Net Income $ 30,161 $ 947
=========== ==========
Earnings per share, basic and diluted $ 1.05 $ 0.03
========== ==========
Weighted average common shares outstanding,
basic 28,099,212 32,331,129
========== ============
Weighted average common shares outstanding,
diluted 28,140,381 32,357,064
========== ============
TOP TANKERS INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars - except for share and per share data)
December 31, March 31,
2006 2007
---- ----
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $29,992 $24,617
Other current assets 42,807 37,142
Vessel held for sale - 50,013
------- --------
Total current assets 72,799 111,772
ADVANCES FOR VESSELS UNDER CONSTRUCTION 28,683 43,461
VESSELS, NET 306,418 251,166
OTHER NON-CURRENT ASSETS 64,835 69,516
RESTRICTED CASH 50,000 50,000
------- --------
Total assets $522,735 $525,915
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 16,588 $ 32,440
Other current liabilities 24,021 23,520
------- --------
Total current liabilities 40,609 55,960
INTEREST RATE SWAPS 3,384 1,673
LONG-TERM DEBT, net of current portion 201,464 191,444
DEFERRED GAIN ON SALE AND LEASEBACK OF VESSELS 79,423 77,885
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY 197,855 198,953
------- --------
Total liabilities and stockholders' equity $522,735 $525,915
======= ========
TOP TANKERS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
Three Months Ended March 31,
----------------------------
2006 2007
---- ----
(unaudited) (unaudited)
Cash Flows from (used in) Operating Activities:
Net income 30,161 947
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 19,229 9,483
Stock-based compensation 1,396 151
Change in fair value of interest rate swaps (248) (1,711)
Amortization of deferred gain on sale and
leaseback of vessels (812) (2,433)
Loss on sale of other fixed assets - 61
Payments for dry-docking - (6,791)
Change in operating assets and liabilities (5,658) 5,165
----------- ---------
Net Cash from Operating Activities 44,068 4,872
----------- ---------
Cash Flows from (used in) Investing Activities:
Advances for vessels under construction - (14,778)
Net proceeds from sale of vessels 251,502 -
Other (165) (1,219)
----------- ---------
Net Cash from (used in) Investing Activities 251,337 (15,997)
----------- ---------
Cash Flows from (used in) Financing Activities:
Proceeds from long-term debt - 10,000
Payments of long-term debt (140,996) (4,250)
Payment of financing costs (63) -
Dividends paid (146,951) -
----------- ---------
Net Cash from (used in) Financing Activities (288,010) 5,750
----------- ---------
Net increase (decrease) in cash and cash equivalents 7,395 (5,375)
Cash and cash equivalents at beginning of period 17,462 29,992
----------- ---------
Cash and cash equivalents at end of period 24,857 24,617
=========== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid 6,644 1,443
=========== =========
APPENDIX A - SPECIFIC ITEMS AFFECTING NET INCOME AND RECONCILIATION
OF ADJUSTED EBITDA
Set forth below are some of the significant items of income and expense that
affected the Company's net income for the first quarter of 2006 and 2007, all of
which items 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
------------------
Description March 31, 2006 March 31, 2007
----------- -------------- --------------
(unaudited) (unaudited)
$ Per Share $ Per Share
- --------- - ---------
Reported net income 30,161 1.05 947 0.03
Restricted share plan to officers and personnel 1,396 0.05 151 0.00
Gain from termination of interest rate swap (650) (0.02) - -
Change of fair value of interest rate swaps (574) (0.02) (1,711) (0.05)
Specific legal and auditing fees - - 192 0.01
Bonus compensation provision to officers and
personnel 2,500 0.09 - -
Specific repairs - - 388 0.01
------- --------- --------- --------
Total 2,672 0.10 (980) (0.03)
Net income / (loss) after specific items 32,833 1.15 (33) (0.00)
======= ========= ========= ========
ADJUSTED EBITDA RECONCILIATION (3)
(Expressed in Thousands of U.S Dollars) Three Months Ended March 31,
--------------------------------------- ----------------------------
2006 2007
---- ----
NET INCOME 30,161 947
DEPRECIATION AND AMORTIZATION* 17,641 9,403
INTEREST AND FINANCE COSTS, NET 7,805 437
------- -------
EBITDA 55,607 10,787
======= =======
* The first quarter of 2006 and 2007 includes $66 and $128, respectively, of
depreciation of other fixed assets, classified in general and
administrative expenses
--------------
(1) See Appendix A to this release for information about special items and
reconciliation of Adjusted EBITDA.
(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.
(3) Adjusted EBITDA represents earnings before interest and finance costs,
interest income, taxes, depreciation and amortization. Interest and finance
costs, net includes interest expense, interest income, amortization of
deferred financing fees, other financial costs, gain or loss from
termination of swaps and swap fair value changes. Adjusted EBITDA is
included in this report because we believe it provides investors with an
understanding of operating performance over comparative periods. Adjusted
EBITDA should not be considered as a substitute for operating income or net
income (all as determined in accordance with generally accepted accounting
principles) for the purpose of analyzing our operating performance, as
Adjusted EBITDA is not defined by generally accepted accounting principles.
We presented Adjusted 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: May 21, 2007 By /s/ Stamatis N. Tsantanis
-------------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer
SK 23116 0001 775475