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 February 2018

Commission File Number 001-37889


TOP SHIPS INC.
(Translation of registrant's name into English)

1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
ATHENS, GREECE

(Address of principal executive offices)

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.




INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 to this Report on Form 6-K is a copy of the report of TOP Ships Inc. (the "Company"), dated February 2, 2018, announcing the Company's unaudited financial and operating results for the year ended December 31, 2017 as well as the acquisition of vessels.
The information contained in this report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-215577) that was filed with the SEC and became effective on February 1, 2017.





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 SHIPS INC.
 
(Registrant)
   
Dated:  February 2, 2018
By: /s/ Evangelos Pistiolis
 
 
Evangelos Pistiolis
Chief Executive Officer


Exhibit 99.1
 

 
TOP SHIPS REPORTS YEAR ENDED DECEMBER 31, 2017 FINANCIAL RESULTS AND ACQUISITION OF VESSELS
ATHENS, GREECE – February 2, 2018 – TOP Ships Inc. (NasdaqCM: TOPS) ("Top Ships" or the "Company"), an international owner and operator of modern, fuel efficient "ECO" MR tanker vessels focusing on the transportation of petroleum products today announced its unaudited financial results for the year ended December 31,   2017.
For the year ended December 31, 2017, the Company reported:
Net loss of $13.4 million.
Adjusted EBITDA of $16.4 million.*
*Non-US GAAP Measures

This report describes Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA), which is not a measure prepared in accordance with U.S. GAAP (i.e., a "Non-US GAAP" measure). We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire), vessel impairments, and gains/losses on derivative financial instruments.

Adjusted EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S. GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between periods of interest, gain/loss on financial instruments, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of prepaid hire and vessel impairments,) and which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods.

This Non-U.S. GAAP measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP.  In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company's definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries. Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined by U.S. GAAP.



Reconciliation of Net Income/(Loss) to Adjusted EBITDA

   
Year Ended December 31,
 
(Expressed in thousands of U.S. Dollars)
 
2016
   
2017
 
             
Net income/(loss) and comprehensive income/(loss)
   
1,052
     
(13,372
)
                 
Add: Bareboat charter hire expenses
   
6,299
     
6,282
 
Add: Amortization of prepaid bareboat charter hire
   
1,577
     
1,657
 
Add: Vessel depreciation
   
3,467
     
5,744
 
Add: Interest and finance costs
   
3,093
     
15,793
 
Add: Loss on derivative financial instruments
   
698
     
301
 
                 
Adjusted EBITDA
   
16,186
     
16,405
 
Furthermore the Company announced today that it has acquired:
-
100% of the issued and outstanding shares of PCH Dreaming Inc., a Marshall Islands company that has entered into a new building contract for a high specification 50,000 dwt Medium Range ("MR") product/chemical tanker under construction at Hyundai Mipo Dockyard Co., Ltd. in South Korea and scheduled for delivery during March 2019.  The Company has acquired the shares from Ships International Inc. (the "Seller"), an entity affiliated with the Company's Chief Executive Officer, for an aggregate purchase price of $3.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $16,000, with a charterer's option to extend for two additional years at $17,000 and $18,000, respectively.
-
100% of the issued and outstanding shares of South California Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during April 2019.  The Company has acquired the shares from the Seller for an aggregate purchase price of $8.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively.
-
100% of the issued outstanding shares of Malibu Warrior Inc., a Marshall Islands company that has entered into a new building contract for a high specification, scrubber-equipped, 157,000 dwt Suezmax Crude Oil Carrier under construction at Hyundai Samho Heavy Industries Co. Ltd. in South Korea and scheduled for delivery during May 2019.  The Company has acquired the shares from the Seller for an aggregate purchase price of $8.95 million. Following its delivery, the vessel will enter into a time charter with an entity affiliated with the Seller for a firm duration of one year at a gross daily rate of $25,000, with a charterer's option to extend for two additional years at $26,000 and $27,000, respectively.
-
10% of the issued and outstanding shares of Eco Seven Inc., a Marshall Islands company that owns M/T Stena Elegance, a high specification 50,000 dwt MR product/chemical tanker delivered in February 2017 at Hyundai Vinashin.  The Company has acquired the shares from an entity affiliated with the Company's Chief Executive Officer for an aggregate purchase price of $1.6 million.  As a result of the transaction the Company will own 100% of the issued and outstanding shares of Eco Seven Inc.



Each of the acquisitions was approved by a special committee of the Company's board of directors, (the "Transaction Committee"), of which all of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained an opinion on the fairness of the consideration of this transaction from two independent financial advisors.
Following the acquisition of the abovementioned vessels, the Company's projected charter coverage is as follows:
Year
 
Operating fleet
 
Operating fleet including
vessels partly owned
through joint ventures
2018
 
94%
 
95%
2019
 
82%
 
85%
2020
 
65%
 
70%
2021
 
20%
 
22%
The above charter coverage percentages are calculated as the ratio of (i) the number of days the vessels are expected to be hired pursuant to the existing time charters (not including extension options), divided by (ii) the number of days the vessels are available for chartering during the respective calendar years, assuming no off-hire days.
Following the delivery of all of the vessels currently under construction, our operating fleet will increase by 100%, from 7 vessels to 14 vessels (including vessels owned by joint ventures), and 172% in deadweight carrying capacity, by May 2019. The total projected gross revenues for the fixed chartered-in period of the Company's operating fleet (not including extension options) from the beginning of 2018 stands at about $155 million, or $172 million including vessels owned by joint ventures, with cash flow visibility reaching into 2021.
About TOP Ships Inc.
TOP Ships Inc. is an international ship-owning company.

For more information about TOP Ships Inc., visit its website: www.topships.org.

Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

Contact:

Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8180
Email: atsirikos@topships.org



TOP SHIPS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Expressed in thousands of U.S. Dollars - except share and per share data)

   
2016
   
2017
 
             
             
REVENUES:
           
             
Revenues
   
28,433
     
39,363
 
                 
EXPENSES:
               
                 
Voyage expenses
   
736
     
999
 
Bareboat charter hire expenses
   
6,299
     
6,282
 
Amortization of prepaid bareboat charter hire
   
1,577
     
1,657
 
Vessel operating expenses
   
9,913
     
13,444
 
Vessel depreciation
   
3,467
     
5,744
 
Management fees-related parties
   
1,824
     
4,730
 
General and administrative expenses
   
2,906
     
5,805
 
Other operating income
   
(3,137
)
   
(914
)
                 
Operating  income
   
4,848
     
1,616
 
                 
OTHER INCOME/(EXPENSES):
               
                 
Interest and finance costs
   
(3,093
)
   
(15,793
)
Loss on derivative financial instruments
   
(698
)
   
(301
)
Interest income
   
-
     
13
 
Other, net
   
(5
)
   
1,120
 
                 
Total other expenses, net
   
(3,796
)
   
(14,961
)
                 
Net  income/(loss) and comprehensive income/(loss)
   
1,052
     
(13,345
)
                 
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock
   
(1,403
)
   
-
 
Equity loss in joint venture
   
-
     
(27
)
                 
Net loss attributable to common shareholders
   
(351
)
   
(13,372
)
                 
Attributable to:
               
     Common stock holders
   
(351
)
   
(13,404
)
     Non-controlling interests
   
-
     
32
 
                 
Loss per common share,  basic and diluted
   
(1,574
)
   
(1.26
)
                 
Weighted average common shares outstanding, diluted
   
223
     
10,633,815
 


TOP SHIPS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2016 AND 2017
 
(Expressed in thousands of U.S. Dollars)

   
December 31,
   
December 31,
 
   
2016
   
2017
 
Assets
           
             
Cash and cash equivalents
   
127
     
24,081
 
Restricted cash
   
5,467
     
6,532
 
Advances for vessel acquisitions
   
-
     
6,757
 
Vessels, net
   
126,170
     
154,935
 
Prepaid bareboat charter hire
   
8,592
     
6,934
 
Other assets
   
2,661
     
3,077
 
Financial instruments
   
300
     
394
 
Investments in unconsolidated joint ventures
   
-
     
17,738
 
      Total assets
   
143,317
     
220,448
 
                 
Liabilities And Stockholders' Equity
               
                 
Financial instruments
   
3,563
     
3,335
 
Debt
   
84,539
     
103,949
 
Other liabilities
   
7,953
     
5,890
 
Total liabilities
   
96,055
     
113,174
 
                 
Commitments and contingencies
   
-
     
-
 
                 
Stockholders' equity
   
47,262
     
107,274
 
                 
Total liabilities and stockholders' equity
   
143,317
     
220,448
 


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