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 August 2006
Commission File Number: 000-50859
TOP TANKERS INC.
(Translation of registrant's name into English)
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR
(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): ___
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: ___
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 August 3, 2006 announcing the Company's
financial results for the second quarter and first half of 2006.
Exhibit 1
TOP TANKERS INC.
NEWS RELEASE for August 3, 2006 at 7:35 AM EDT
----------------------------------------------
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 SECOND QUARTER AND FIRST HALF 2006
FINANCIAL RESULTS
ATHENS, GREECE (August 3, 2006) ... TOP Tankers Inc (NasdaqGS:TOPT) today
announced its operating results for the second quarter and first half of 2006.
For the three months ended June 30, 2006, the Company reported net loss of
$4,911,000, or $0.17 per share, compared with net income of $13,552,000, or
$0.49 per share, for the second quarter of 2005. The weighted average numbers of
basic shares used in the computations were 29,586,783 and 27,830,990 for the
second quarters of 2006 and 2005, respectively. The results for the second
quarter of 2006 include net charges of $359,000, or $0.01 per share of special
items(1) that affected the Company's net loss for the second quarter of 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 June 30, 2006, operating income was $89,000,
compared with $19,200,000 for the second quarter of 2005. EBITDA(1) for the
second quarter of 2006 was $10,188,000, compared with $33,128,000 for the second
quarter of 2005. Voyage revenues for the second quarter of 2006 were
$69,857,000, compared to $56,329,000 recorded in the second quarter of 2005.
For the six months ended June 30, 2006, the Company reported net income of
$25,493,000, or $0.86 per share, compared with net income of $32,673,000, or
$1.17 per share, for the first half of 2005. The weighted average numbers of
basic shares used in the computations were 28,847,107 and 27,830,990 for the
first half of 2006 and 2005, respectively. The results for the first half of
2006 include net charges of $3,605,000, or $0.13 per share of special items that
affected the Company's net income for the first half of 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
six months ended June 30, 2006, operating income was $38,302,000, compared with
$40,175,000 for the first half of 2005. EBITDA for the first half of 2006 was
$66,038,000, compared with $62,847,000 for the same period last year. Voyage
revenues for the six month period ended June 30, 2006 were $171,603,000,
compared to $103,620,000 recorded in the first half of 2005.
---------------
(1) See Appendix A to this release for information about special items and
reconciliation of EBITDA.
Evangelos J. Pistiolis, President and Chief Executive Officer of TOP Tankers
Inc, commented, "As we discussed on the first quarter 2006 conference call, we
brought forward our dry-docking schedule into the summer months, in order to
take advantage of the anticipated slower charter market. However, the freight
market so far has been exceptionally strong and our drydocks have lasted longer
than expected, due mostly to significant delays in the Far Eastern shipyards.
While TOP TANKERS REPORTS SECOND QUARTER 2006 FINANCIAL RESULTS Page 2-2-2
there remains a degree of uncertainty regarding the exact date of completion for
specific vessels, we expect to be able to enjoy the benefit of our full fleet's
availability throughout the winter period, which is traditionally the strongest
period of the year."
Pistiolis continued, "During the second quarter, we sold 3,053,900 shares of
common stock, in `at-the-market' offerings at an average price of $7.30 per
share. Such sales, together with continuing positive cash flows from operations,
further increased our cash position to more than $90 million. In addition, our
Board of Directors has approved our sale of up to an additional 5,000,000 shares
under this program, out of which 453,900 shares were sold during the second
quarter. Sales under this program may or may not take place depending on our
assessment of the market and other circumstances."
The Company also stated that it has cooperated fully with the U.S. Securities
and Exchange Commission related to its previously announced informal inquiry.
MORE - MORE - MORE
TOP TANKERS REPORTS SECOND QUARTER 2006 FINANCIAL RESULTS
The following key indicators serve to highlight changes in the financial
performance of the Company's fleet during the second quarters and six-month
period ended June 30, 2005 and 2006:
Suezmax Fleet
Three Months Ended June 30, Six Months Ended June 30,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 791 1,183 49.6% 1,207 2,353 94.9%
Total operating days 687 892 29.8% 1,099 2,004 82.3%
Utilization 86.9% 75.4% -13.2% 91.1% 85.2% -6.5%
TCE(2) per ship per day under spot voyage charter 40,209 40,314 0.3% 44,716 52,089 16.5%
TCE per ship per day under time charter 32,195 31,727 -1.5% 32,195 35,902 11.5%
Average TCE 37,223 37,031 -0.5% 41,800 45,749 9.4%
Vessel operating expenses per ship per day 7,818 7,438 -4.9% 7,395 7,535 1.9%
Handymax Fleet
Three Months Ended June 30, Six Months Ended June 30,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 1,230 1,274 3.6% 2,147 2,534 18.0%
Total operating days 1,138 1,231 8.2% 2,048 2,467 20.5%
Utilization 92.5% 96.6% 4.4% 95.4% 97.4% 2.1%
TCE per ship per day under spot voyage charter 11,500 - - 11,500 - -
TCE per ship per day under time charter 19,859 18,683 -5.9% 20,633 20,212 -2.0%
Average TCE 19,536 18,683 -4.4% 20,437 20,212 -1.1%
Vessel operating expenses per ship per day 5,149 5,824 13.1% 5,055 5,611 11.0%
-----------------
(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.
Total Fleet*
Three Months Ended June 30, Six Months Ended June 30,
(In U.S. Dollars unless otherwise stated) 2005 2006 Change 2005 2006 Change
---- ---- ------ ---- ---- ------
Total available ship days 2,112 2,457 16.3% 3,535 4,887 38.2%
Total operating days 1,916 2,123 10.8% 3,317 4,471 34.8%
Utilization 90.7% 86.4% -4.8% 93.8% 91.5% -2.5%
TCE per ship per day under spot voyage charter 37,539 40,314 7.4% 40,451 52,089 28.8%
TCE per ship per day under time charter 21,176 21,513 1.6% 21,314 23,999 12.6%
Average TCE 25,232 26,392 4.6% 26,875 31,658 17.8%
Vessel operating expenses per ship per day 5,822 6,601 13.4% 5,766 6,538 13.4%
General and administrative expenses per ship per day** 1,433 1,941 35.5% 1,699 2,466 45.2%
* Total Fleet information includes data for one Handysize tanker in 2005.
** The daily General and Administrative expenses include approximately $0 and
$146 for the three-month period and $127 and $871 for the 6-month period ended
June 30, 2005 and 2006 respectively, of non-cash restricted stock expense and
general compensation provision.
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Fleet Report
As of June 30, 2006, the Company's fleet under management totaled 27 vessels, or
2.6 million dwt (including 18 vessels sold and leased back for a period of 5 to
7 years) as compared to 23 vessels, or 2.0 million dwt on June 30, 2005. The
changes in the Company's fleet during the second quarter of 2006 are as follows:
On April 4, 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, generating a gain of $36 million, which is amortized over
the seven year lease period.
Fleet Deployment
During the first quarter of 2006, the Company had approximately 71% of the
fleet's operating days on long-term employment contracts. Nineteen of the
Company's 27 tankers are on time charter contracts with an average term of over
three years with all but two of the time charters including profit sharing
agreements.
The Company has secured approximately 70% of the estimated operating days for
2006 under time charter contracts. At the same time, the eight Suezmaxes
operating in the spot market, together with the profit sharing component of the
time charter contracts, expose approximately 65% of the Company's estimated
operating days for 2006 to spot rates, which may be potentially higher.
Suezmax Fleet:
During the second quarter of 2006, seven of the Company's Suezmax tankers
operated in the spot market, earning on average $40,314 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 third
quarter of 2006 has been fixed for employment as follows:
Spot: 58% of operating days at average daily TCE of $41,700 Total (Spot and time
charter, including profit sharing): 58% of operating days at average daily TCE
of $40,000.
Handymax Fleet:
All of the Company's Handymax tankers operate under long term employment
agreements with Glencore and Vitol that provide for a base rate of charter hire
and additional profit-sharing.
During the second quarter of 2006, including the profit-sharing allocated to the
Company from these profit-sharing agreements, the Handymax fleet earned on
average $18,683 per vessel per day on a TCE basis.
As of the date of this release, the Company's Handymax fleet for the third
quarter of 2006 has been fixed for 40% of its operating days at average daily
TCE of $16,500.
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The following table presents the Company's current fleet list and employment:
Dwt Year Charter Type Expiry Daily Base Profit Sharing
Built Rate Above Base Rate (2006)
13 Suezmax Tankers
Timeless(C)................. 154,970 1991 Time Charter Q2/2007 $28,000 100% first $7,000 + 50% thereafter
Flawless(C)................. 154,970 1991 Time Charter Q2/2007 $28,000 100% first $7,000 + 50% thereafter
Stopless(C)................. 154,970 1991 Time Charter Q2/2007 $28,000 100% first $7,000 + 50% thereafter
Priceless(C)................ 154,970 1991 Spot
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 Spot
Ellen P................... 146,286 1996 Spot
Errorless................. 147,048 1993 Spot
Edgeless.................. 147,048 1994 Spot
14 Handymax Tankers
Victorious(B)............... 47,084 1991 Time Charter Q3/2009 $14,500(2) 100% first $500 + 50% thereafter
Sovereign(B)................ 47,084 1992 Time Charter Q3/2009 $14,500(2) 100% first $500 + 50% thereafter
Invincible(B)............... 47,084 1992 Time Charter Q3/2009 $14,500(2) 100% first $500 + 50% thereafter
Relentless(B)............... 47,084 1992 Time Charter Q3/2009 $14,500(2) 100% first $500 + 50% thereafter
Vanguard(C)................. 47,084 1992 Time Charter Q1/2010 $13,250(3) 100% first $1,250 + 50% thereafter
Restless(B)................. 47,084 1991 Time Charter Q1/2010 $13,250(3) 100% first $1,250 + 50% thereafter
Spotless(C)................. 47,094 1991 Time Charter Q1/2010 $13,250(3) 100% first $1,250 + 50% thereafter
Doubtless(C)................ 47,076 1991 Time Charter Q1/2010 $13,250(3) 100% first $1,250 + 50% thereafter
Faithful(C)................. 45,720 1992 Time Charter Q1/2010 $13,250(3) 100% first $1,250 + 50% thereafter
Topless.................. 47,262 1998 Time Charter Q2/2010 $16,250 100% first 1,000 + 50% thereafter
Taintless................ 46,217 1999 Time Charter Q1/2010 $16,250 100% first 1,000 + 50% thereafter
Dauntless................ 46,168 1999 Time Charter Q1/2010 $16,250 100% first 1,000 + 50% thereafter
Soundless................ 46,185 1999 Time Charter Q2/2010 $16,250 100% first 1,000 + 50% thereafter
Ioannis P................ 46,346 2003 Time Charter Q4/2010 $18,000(4) 35% above base rate
Total Tanker DWT 2,590,965
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.
2. Base rate will change to $14,000 from Q3 2006 until expiration.
3. Base rate will change to $14,500, plus 50% profit sharing participation
thereafter, from Q1 2007 until expiration.
4. From Q3 2006 until expiration, base rate will remain the same with 100%
profit sharing participation in the first $1,000 above base rate and 50%
thereafter.
MORE - MORE - MORE
Credit Facility
As of June 30, 2006, TOP Tankers had total indebtedness under senior secured
credit facilities of $303 million with its lenders, the Royal Bank of Scotland
("RBS") and HSH Nordbank ("HSH"), maturing in 2015 and 2013, respectively.
As of June 30, 2006, the Company has two interest rate swap agreements with RBS
and HSH for the amounts of $36.5 million and $45.0 million for a period of four
and five years, respectively. Under these agreements the interest rate is fixed
at an effective annual rate of 4.66% and 4.80%, respectively, in addition to the
applicable margin. The interest rate for the unhedged balance of the loans is
LIBOR, plus the margin. On June 30, 2006, the Company's ratio of indebtedness to
total capital was approximately 59.9%.
Dividend and Dividend Policy
The Company paid a special dividend of $2.50 per share on April 25, 2006 to
shareholders of record as of April 17, 2006, following the completion of sale
and leaseback of five vessels in April 2006.
In addition, on April 6, 2006, the Company announced that its Board of Directors
had decided to change the Company's dividend policy from quarterly and special
dividend payments to special dividend payments. Declaration and payment of such
dividends will be subject to the discretion of the Company's Board of Directors.
The timing and amount of future dividend payments will be dependent upon the
Company's earnings, financial condition, cash requirements and availability.
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, August 3, 2006, at
11:00 AM EDT, 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.
The 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) and by entering account number 286 and conference ID number 209180. An
online archive will also be available immediately following the call at the
sites noted above. Both are available for one week, through August 10, 2006.
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 27
tankers, consisting of 13 double-hull Suezmax tankers and 14 double-hull
Handymax tankers, with a total carrying capacity of approximately 2.6 million
dwt, of which 88.8% are sister ships. Nineteen of the Company's 27 tankers are
on time charter contracts with an average term of over three years with all but
two of the time charters including profit sharing agreements.
MORE - MORE - MORE
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 STATEMENTS OF INCOME
(Expressed in thousands of U.S. Dollars - except for share and per share data)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------ --------------------------------
2005 2006 2005 2006
-------------- -------------- -------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
REVENUES:
Voyage revenues $ 56,329 $ 69,857 $ 103,620 $ 171,603
EXPENSES:
Voyage expenses 7,984 13,826 14,474 30,060
Charter hire expense - 28,969 - 36,607
Vessel operating expenses 12,297 16,218 20,382 31,949
Depreciation and amortization 13,904 9,944 22,640 27,585
General and administrative expenses 3,027 4,770 6,006 12,052
Amortization of deferred gain on sale
of vessels - (4,161) - (5,216)
Foreign currency (gains) / losses, net (83) 202 (57) 264
------------- -------------- ------------- -------------
Operating income 19,200 89 40,175 38,302
------------- -------------- ------------- -------------
OTHER INCOME (EXPENSES):
Interest and finance costs (5,894) (6,222) (8,404) (14,288)
Interest income 222 1,067 870 1,328
Other, net 24 155 32 151
------------- -------------- ------------- -------------
Total other expenses, net (5,648) (5,000) (7,502) (12,809)
------------- -------------- ------------- -------------
Net Income (loss) $ 13,552 $ (4,911) $ 32,673 $ 25,493
============= ============== ============= =============
Earnings / (loss) per share, basic and diluted $ 0.49 $ (0.17) $ 1.17 $ 0.86
============== ============== ============== =============
Weighted average common shares outstanding,
basic and diluted 27,830,990 29,586,783 27,830,990 28,847,107
============= ============== ============= =============
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TOP TANKERS INC.
CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of U.S. Dollars - except for share and per share data)
December 31, June 30,
2005 2006
-------------- ----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 17,462 $ 84,793
Other current assets 50,112 36,912
------------- --------
Total current assets 67,574 121,705
FINANCIAL INSTRUMENTS 425 1,719
VESSELS, NET 886,754 431,344
OTHER NON-CURRENT ASSETS 26,144 70,977
-------------- --------
Total assets $ 980,897 $ 625,745
============== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 45,329 $ 16,662
Deferred income, current portion 2,451 16,864
Other current liabilities 30,814 29,393
-------------- --------
Total current liabilities 78,594 62,919
LONG-TERM DEBT, net of current portion 518,774 284,505
DEFERRED INCOME, net of current portion 13,871 76,518
STOCKHOLDERS' EQUITY 369,658 201,803
-------------- --------
Total liabilities and stockholders' equity $ 980,897 $ 625,745
============== ========
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TOP TANKERS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in thousands of U.S. Dollars)
Six Months Ended June 30,
------------------------------
2005 2006
---------- ----------
(unaudited) (unaudited)
Cash Flows from (used in) Operating Activities:
Net income $ 32,673 $ 25,493
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 23,139 30,550
Stock-based compensation - 1,755
Change in fair value of financial instruments - (709)
Long-term receivables discount adjustment - (198)
Amortization of deferred income - (5,216)
Change in operating assets and liabilities 5,553 11,779
Payments for dry-docking (3,238) (8,691)
----------- -------------
Net Cash from Operating Activities 58,127 54,763
........... .............
Cash Flows from (used in) Investing Activities:
Acquisition of vessels (387,231) -
Net proceeds from sale of vessels - 474,616
Other (169) (279)
----------- -------------
Net Cash from (used in) Investing Activities (387,400) 474,337
........... .............
Cash Flows from (used in) Financing Activities:
Proceeds from long-term debt 284,294 -
Payments of long-term debt (10,000) (266,018)
(Increase) decrease in restricted cash (2,000) -
Issuance of common stock - 21,778
Payment of financing costs (2,866) (63)
Dividends paid (11,690) (217,466)
----------- -------------
Net Cash from (used in) Financing Activities 257,738 (461,769)
........... .............
Net increase (decrease) in cash and cash equivalents (71,535) 67,331
Cash and cash equivalents at beginning of period 114,768 17,462
----------- -------------
Cash and cash equivalents at end of period $ 43,233 $ 84,793
=========== =============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 4,853 $ 12,304
=========== =============
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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 second quarter and first half of 2006,
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)
Description Three months ended Six months ended
June 30, 2006 June 30, 2006
(Unaudited) (Unaudited)
$ Per Share $ Per Share
Restricted share plan to officers 359 0.01 1,755 0.06
and personnel
Bonus compensation provision - - 2,500 0.09
to officers and personnel
Gain from termination of - - (650) (0.02)
interest rate swap
---- ----------- ----------- --------------
Total 359 0.01 3,605 0.13
==== =========== =========== ==============
Specific items had no material effect in Company's net income for the second
quarter and first half of 2005.
EBITDA RECONCILIATION(3)
(Expressed in Thousands of U.S Dollars) Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2005 2006 2005 2006
---------- ------------ --------- --------
NET INCOME (LOSS) 13,552 (4,911) 32,673 25,493
DEPRECIATION AND AMORTIZATION 13,904 9,944 22,640 27,585
INTEREST AND FINANCE COSTS, NET 5,672 5,155 7,534 12,960
---------- ------------ --------- --------
EBITDA 33,128 10,188 62,847 66,038
========== ============ ========= ========
---------------
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: August 10, 2006 By /s/ Stamatis N. Tsantanis
---------------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer
SK 23116 0001 693763