Business Context and Reporting Period
Company: TOP SHIPS INC.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of July 2010
Date of Filing: July 27, 2010
Principal Executive Offices: Maroussi, Athens, Greece
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The document reports on a specific corporate transaction rather than periodic financial performance.
Material Changes and Related Party Transactions
On July 1, 2010, the Company entered into commercial and technical management agreements with Central Mare, Inc., a related party controlled by the family of CEO Evangelos J. Pistiolis. The agreement covers the management of the Company's vessels for a five-year term.
- Management Fees:
- Time or spot charter: Euro 650 ($844) per vessel per day.
- Bareboat charter: Euro 250 ($325) per vessel per day.
- Fee Escalation: Annual increase of 3% per annum, reviewed on the fifth anniversary.
- Additional Service Fees:
- Accounting services: Euro 250,000 ($324,650) per quarter.
- Financial reporting: Euro 80,000 ($103,888) per quarter.
- Sarbanes-Oxley compliance: Euro 100 ($77) per vessel per day.
- Commercial operation and freight collection: Euro 90 ($117) per vessel per day.
- Manager superintendent services: Euro 500 ($385) per day.
- Information systems: Euro 10,000 ($12,986) per vessel per day.
- Commissions and Transaction Fees:
- Derivative agreements/loan financing: 0.2% commission.
- New hires: 1.25% commission; existing hires post fixture: 0.75%.
- Vessel sale/purchase: 1% commission on price.
- Newbuilding construction supervisor: Euro 400,000 ($519,440) per vessel.
- Transition: One vessel will remain under its current technical management agreement until November 2010.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on market outlook, or specific risk factors beyond the disclosure of the related party transaction. The agreement is incorporated by reference into the Company's Registration Statements on Form F-3 (Nos. 333-160412 and 333-161022).
Investor Verification Checklist
- Verify the total number of vessels currently under management to calculate the aggregate daily and quarterly cost impact of the new agreement.
- Review the Company's Form F-3 registration statements to understand the full context of the related party relationship with Central Mare, Inc.
- Assess the impact of the 3% annual fee escalation on future operating expenses.
- Confirm the specific vessel transitioning to Central Mare in November 2010 and the terms of its current agreement.