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 2017

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 1 to this Report on Form 6-K is a copy of the report of TOP Ships Inc. (the "Company"), dated February 16, 2017, announcing the Company's unaudited financial and operating results for the year ended December 31, 2016.

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 16, 2017
By:  /s/ Evangelos Pistiolis
 
 
Evangelos Pistiolis
Chief Executive Officer
 

 
Exhibit 1

TOP SHIPS REPORTS YEAR ENDED DECEMBER 31, 2016 FINANCIAL RESULTS
 
ATHENS, GREECE – February 16, 2017 – 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,   2016.
For the year ended December 31, 2016, the Company reported:
Net income before deemed dividend of $1.1 million.
Adjusted EBITDA of $16.2 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 to Adjusted EBITDA

   
Year Ended December 31,
 
(Expressed in thousands of U.S. Dollars)
 
2015
   
2016
 
             
Net (loss)/ income and comprehensive (loss)/ income
   
(8,507
)
   
1,052
 
                 
Add: Bareboat charter hire expenses
   
5,274
     
6,299
 
Add: Amortization of prepaid bareboat charter hire
   
1,431
     
1,577
 
Add: Vessel depreciation
   
668
     
3,467
 
Add: Impairment on vessel
   
3,081
     
-
 
Add: Interest and finance costs
   
719
     
3,093
 
Add: Loss on derivative financial instruments
   
392
     
698
 
                 
Adjusted EBITDA
   
3,058
     
16,186
 

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 report 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 report 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)

   
2015
   
2016
 
             
             
REVENUES:
           
             
Revenues
   
13,075
     
28,433
 
                 
EXPENSES:
               
                 
Voyage expenses
   
370
     
736
 
Bareboat charter hire expenses
   
5,274
     
6,299
 
Amortization of prepaid bareboat charter hire
   
1,431
     
1,577
 
Vessel operating expenses
   
4,789
     
9,913
 
Vessel depreciation
   
668
     
3,467
 
Management fees-related parties
   
1,621
     
1,824
 
General and administrative expenses
   
2,983
     
2,906
 
Other operating loss/(income)
   
274
     
(3,137
)
Impairment on vessel
   
3,081
     
-
 
                 
Operating (loss)/ income
   
(7,416
)
   
4,848
 
                 
OTHER INCOME/(EXPENSES):
               
                 
Interest and finance costs
   
(719
)
   
(3,093
)
Loss on derivative financial instruments
   
(392
)
   
(698
)
Interest income
   
-
     
-
 
Other, net
   
20
     
(5
)
                 
Total other expenses, net
   
(1,091
)
   
(3,796
)
                 
Net (loss)/ income and comprehensive (loss)/ income
   
(8,507
)
   
1,052
 
                 
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock
   
-
     
(1,403
)
                 
Net loss attributable to common shareholders
   
(8,507
)
   
(351
)
                 
Loss per common share,  basic
   
(4.21
)
   
(0.09
)
Loss per common share, diluted
   
(4.21
)
   
(0.09
)
                 
Weighted average common shares outstanding, basic
   
2,019,235
     
4,028,101
 
Weighted average common shares outstanding, diluted
   
2,019,235
     
4,028,101
 

TOP SHIPS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2016
 
(Expressed in thousands of U.S. Dollars)

 
 
December 31,
   
December 31,
 
 
 
2015
   
2016
 
Assets
           
             
Cash and cash equivalents
   
2,668
     
127
 
Restricted cash
   
1,750
     
5,467
 
Advances for vessel acquisitions
   
25,098
     
-
 
Vessels, net
   
32,044
     
126,170
 
Prepaid bareboat charter hire
   
10,169
     
8,592
 
Other assets
   
2,277
     
2,661
 
Financial instruments
   
-
     
300
 
      Total assets
   
74,006
     
143,317
 
 
               
Liabilities And Stockholders' Equity
               
                 
Financial instruments
   
3,216
     
3,563
 
Debt
   
24,226
     
84,539
 
Other liabilities
   
12,411
     
7,953
 
Total liabilities
   
39,853
     
96,055
 
 
               
Commitments and contingencies
               
                 
Stockholders' equity
   
34,153
     
47,262
 
                 
Total liabilities and stockholders' equity
   
74,006
     
143,317
 

TOP SHIPS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 AND 2016
(Expressed in thousands of U.S. Dollars)

    
Year ended
December 31,
 
   
2015
   
2016
 
             
Net Cash (used in)/ provided by Operating Activities
   
(1,387
)
   
6,704
 
                 
Cash Flows used in Investing Activities:
 
Advances for vessels under construction
   
(53,410
)
   
(73,383
)
Increase in restricted cash
   
(1,586
)
   
(3,717
)
Net proceeds from sale of vessels
   
54,152
     
-
 
Net proceeds from sale of other fixed assets
   
-
     
29
 
Acquisition of other fixed assets
   
(6
)
   
-
 
                 
Net Cash used in Investing Activities
   
(850
)
   
(77,071
)
                 
Cash Flows provided by Financing Activities:
 
Proceeds from debt
   
24,450
     
65,385
 
Net proceeds from related party debt
   
3,850
     
235
 
Principal payments of debt
   
(500
)
   
(5,085
)
Prepayment of  debt
   
(19,419
)
   
-
 
Prepayment of  related party debt
   
(2,250
)
   
-
 
Proceeds from warrant exercises
   
-
     
5,765
 
Proceeds from issuance of Series B convertible preferred stock
   
-
     
2,001
 
Equity offering issuance costs
   
(237
)
   
(87
)
Payment of financing costs
   
(989
)
   
(388
)
                 
Net Cash provided by Financing Activities
   
4,905
     
67,826
 
                 
Net  increase/(decrease) in cash and cash equivalents
   
2,668
     
(2,541
)
                 
Cash and cash equivalents at beginning of period
   
-
     
2,668
 
                 
Cash and cash equivalents at end of period
   
2,668
     
127
 

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