[Full Year 2021 Financial and Operational Highlights](index=1&type=section&id=Full%20Year%202021%20Financial%20and%20Operational%20Highlights) TOP Ships Inc. achieved record net income and strong adjusted EBITDA in FY2021, alongside significant operational advancements and a robust charter backlog [Financial Performance Summary (FY2021)](index=1&type=section&id=Financial%20Performance%20Summary%20%28FY2021%29) TOP Ships Inc. achieved its highest net income since 2008 in FY2021, alongside strong adjusted EBITDA and increased total assets - Record **net income** for the year ended December 31, 2021, the highest since 2008[1](index=1&type=chunk) Financial Metrics (in millions of U.S. Dollars, except EPS) | Metric | Value | | :----------------- | :---------- | | Total Revenues | $56.4 million | | Net Income | $8.6 million | | Earnings per share | $0.14 | | Adjusted EBITDA | $35.2 million | | Total Assets | $330.8 million | [Operational Developments](index=1&type=section&id=Operational%20Developments) The company concluded its newbuilding program, successfully sold the M/T Eco Los Angeles and repaid associated debt, and took delivery of the M/T Eco Oceano Ca, which immediately commenced a long-term time charter - Conclusion of the newbuilding program[1](index=1&type=chunk) - Sale of M/T Eco Los Angeles to an unaffiliated party; net proceeds used to repay **$9 million** of funds drawn under an unsecured credit facility[2](index=2&type=chunk) - Delivery of the 157,000 dwt newbuilding Suezmax tanker M/T Eco Oceano Ca, followed by a sale and leaseback for **$48.2 million** and commencement of a fifteen-year time charter employment[3](index=3&type=chunk) [Fleet Status and Charter Backlog](index=1&type=section&id=Fleet%20Status%20and%20Charter%20Backlog) As of March 14, 2022, TOP Ships Inc. reported a substantial fixed revenue backlog and high charter coverage for the upcoming years, ensuring revenue visibility - Fixed revenue backlog of approximately **$361 million**[1](index=1&type=chunk) Time Charter Coverage | Year | Time Charter Coverage | | :--- | :-------------------- | | 2022 | 100% | | 2023 | 100% | | 2024 | 76% | | 2025 | 17% | | 2026+ | 10% | [About TOP Ships Inc.](index=1&type=section&id=About%20TOP%20Ships%20Inc.) TOP Ships Inc. is an international owner and operator of modern, fuel-efficient 'ECO' tanker vessels, with a specified number of outstanding preferred shares [Company Profile](index=1&type=section&id=Company%20Profile) TOP Ships Inc. is an international ship-owning company specializing in modern, fuel-efficient 'ECO' tanker vessels - TOP Ships Inc. is an international owner and operator of modern, fuel efficient 'ECO' tanker vessels[1](index=1&type=chunk)[5](index=5&type=chunk) [Outstanding Shares](index=1&type=section&id=Outstanding%20Shares) As of the earnings release date, the company had 4,763,000 Series F Preferred Shares issued and outstanding - **4,763,000 Series F Preferred Shares** issued and outstanding as of the earnings release date[4](index=4&type=chunk) [Unaudited Consolidated Financial Statements](index=2&type=section&id=Unaudited%20Consolidated%20Financial%20Statements) The unaudited consolidated financial statements present the company's comprehensive income, balance sheet, and cash flow, highlighting a significant financial turnaround in 2021 [Consolidated Statements of Comprehensive (Loss)/Income](index=2&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20%28Loss%29%2FIncome) The company demonstrated a significant financial turnaround in 2021, moving from net losses in prior years to a net income, primarily driven by improved operating income and substantially reduced interest and finance costs Net (Loss) / Income (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2019 | (14,773) | | 2020 | (22,818) | | 2021 | 8,616 | Revenues (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2019 | 66,088 | | 2020 | 60,222 | | 2021 | 56,367 | Operating Income/(Loss) (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2019 | 3,936 | | 2020 | (1,795) | | 2021 | 14,801 | Interest and Finance Costs (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2019 | (18,077) | | 2020 | (20,956) | | 2021 | (6,998) | [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet shows an increase in total assets in 2021, primarily driven by growth in vessels held for sale and vessels, net, while total liabilities also increased significantly, largely due to debt associated with vessels held for sale and an overall rise in current liabilities Total Assets (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2020 | 293,032 | | 2021 | 330,788 | Total Liabilities (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2020 | 158,814 | | 2021 | 221,424 | Vessels Held for Sale (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2020 | 24,340 | | 2021 | 71,636 | Debt Related to Vessels Held for Sale (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2020 | - | | 2021 | 53,202 | Total Stockholders' Equity (in thousands of U.S. Dollars) | Year | Amount | | :--- | :------- | | 2020 | 120,701 | | 2021 | 93,222 | [Non-US GAAP Measures](index=4&type=section&id=Non-US%20GAAP%20Measures) This section defines and reconciles Adjusted EBITDA, a non-U.S. GAAP financial measure used to evaluate the company's financial and operating performance [Adjusted EBITDA Definition and Purpose](index=4&type=section&id=Adjusted%20EBITDA%20Definition%20and%20Purpose) Adjusted EBITDA is a non-U.S. GAAP financial measure utilized by management and external users to evaluate the company's financial and operating performance, aiming to enhance comparability across periods by excluding certain non-core or non-cash items - Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, other operating loss, operating lease expenses, vessel impairments, gains on sale of vessels and gains/losses on derivative financial instruments[14](index=14&type=chunk)[15](index=15&type=chunk) - It is used as a supplemental financial measure to assess financial and operating performance and increase comparability from period to period by excluding items affected by financing methods, capital structure, and historical cost basis[16](index=16&type=chunk) - 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[17](index=17&type=chunk) [Adjusted EBITDA Reconciliation](index=5&type=section&id=Adjusted%20EBITDA%20Reconciliation) The provided reconciliation details the adjustments made to Net (loss)/income to arrive at Adjusted EBITDA for the years 2019, 2020, and 2021, offering transparency into the calculation of this non-GAAP metric Adjusted EBITDA (in thousands of U.S. Dollars) | Year | Adjusted EBITDA | | :--- | :-------------- | | 2019 | 36,470 | | 2020 | 30,002 | | 2021 | 35,218 | - Key adjustments include adding back operating lease expense, vessel depreciation, impairment on vessel, interest and finance costs, and adjusting for derivative financial instruments and other operating items[18](index=18&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section provides a safe harbor statement for forward-looking information, outlining the inherent uncertainties and risks associated with such statements [Safe Harbor Statement](index=2&type=section&id=Safe%20Harbor%20Statement) This section includes a safe harbor statement, in accordance with the Private Securities Litigation Reform Act of 1995, to protect forward-looking statements, emphasizing that such statements are based on assumptions and are inherently subject to significant uncertainties and contingencies that may cause actual results to differ - Matters discussed may constitute forward-looking statements, protected by the Private Securities Litigation Reform Act of 1995[8](index=8&type=chunk) - Forward-looking statements are identified by words such as 'believe,' 'anticipate,' 'intends,' 'estimate,' 'forecast,' 'project,' 'plan,' 'potential,' 'may,' 'should,' 'expect,' 'pending' and similar expressions[9](index=9&type=chunk) - These statements are based on assumptions that are inherently subject to significant uncertainties and contingencies, and there is no assurance that expectations, beliefs, or projections will be achieved[9](index=9&type=chunk)

Fleet and Operations - As of June 30, 2021, the fleet consisted of four 50,000 dwt product/chemical tankers and four 159,000 dwt Suezmax tankers, with newbuilding contracts for a scrubber-fitted 157,000 dwt Suezmax tanker and two 300,000 dwt tankers [21]. - The fleet includes 50% interests in two additional 50,000 dwt product/chemical tankers [21]. - The company has established a reputation for operating vessels with high standards of performance, reliability, and safety [23]. - The company purchased an additional 65% ownership interest in two VLCC companies for $29.8 million, becoming a 100% owner [44]. - The company has a time charter for the M/T Eco Oceano Ca at a gross daily rate of $32,450 for five years, with options to extend [87]. - The company transferred $126,646 from advances for vessels under construction to vessels, net, reflecting the delivery of new vessels [96]. Financial Performance - For the six months ended June 30, 2021, revenues decreased by $7.3 million, or 22%, to $25.3 million compared to $32.6 million in the same period of 2020 [36]. - Net income for the six months ended June 30, 2021, was $1.7 million, a significant improvement of $4.6 million compared to a net loss of $2.9 million in the same period of 2020, representing a 159% increase [36]. - Adjusted EBITDA for the six months ended June 30, 2021, was $14.3 million, slightly down from $14.4 million in the same period of 2020 [33]. - The company reported operating income of $4,256 thousand for the six months ended June 30, 2021, down from $8,335 thousand in the same period of 2020, a decrease of 48.9% [68]. - For the six months ended June 30, 2021, total management fees charged by CSI amounted to $99, compared to $31 in the same period of 2020, reflecting a significant increase of 219% [101]. - The company reported a net cash used in investing activities of $90,830,000 for the six months ended June 30, 2021 [73]. Impact of COVID-19 - The ongoing COVID-19 pandemic has led to low charter rates, particularly for vessels on short-term charters, and has negatively impacted global economic activity and trade patterns [24]. - The tanker charter rates have been significantly reduced as a result of COVID-19, leading to increased volatility in the tanker industry [28]. - The company experienced increased off-hire days and a slight increase in operating expenses due to crew rotation disruptions caused by COVID-19 measures [25]. - The company faces significant risks to personnel and operations due to the COVID-19 pandemic, impacting crew safety and operational efficiency [24]. - The company experienced a revenue reduction of approximately $344 due to COVID-19 related delays, resulting in increased off-hire days [84]. - The financial results may be adversely affected by the ongoing outbreak of COVID-19 and related governmental responses [24]. Debt and Liabilities - The company had total indebtedness of $178.2 million as of June 30, 2021, with cash and cash equivalents amounting to $12.4 million [52]. - Current liabilities surged from $25,414 thousand as of December 31, 2020, to $53,058 thousand as of June 30, 2021, an increase of 108.5% [65]. - Non-current liabilities rose from $133,400 thousand to $174,850 thousand, marking an increase of 31% [65]. - The total long-term debt increased from $106.999 million as of December 31, 2020, to $158.558 million as of June 30, 2021, representing a growth of 48% [112]. - The company has remaining contractual commitments totaling $217,293, with $44,500 due from July 1 to December 31, 2021, and $172,793 from January 1 to March 31, 2022 [93]. - The company expects to finance its unfinanced contractual commitments through operational cash flow, proceeds from vessel sales, or a combination of debt and equity issuances [54]. Equity and Shareholder Information - The weighted average common shares outstanding increased significantly from 7,302,633 to 39,831,972 shares, reflecting a substantial dilution [68]. - Total stockholders' equity decreased from $120,701 thousand to $111,658 thousand, a decline of 7.5% [66]. - The Company declared a dividend of $915 thousand for the period from January 1, 2021, to June 30, 2021 [102]. - No dividends were paid to common stockholders in the six months ended June 30, 2020 and 2021 [126]. Asset Management - Total assets increased from $293,032 thousand as of December 31, 2020, to $353,083 thousand as of June 30, 2021, representing a growth of 20.5% [65]. - Cash and cash equivalents decreased from $19,328 thousand to $8,393 thousand, a decline of 56.6% [65]. - The company recognized impairment on vessels amounting to $1,160 thousand for the six months ended June 30, 2021 [68]. - The carrying value of net assets of companies acquired was $3,131,000 as of June 30, 2021 [73]. - The company recorded an impairment charge of $1,160 for a vessel held for sale, with a fair value of $25,887 as of June 30, 2021 [137]. Future Projections and Commitments - Future minimum operating lease payments total $45.216 million, with $6.097 million due in 2021 and $12.084 million in 2022 [103]. - Future minimum time-charter receipts from vessels in operation as of June 30, 2021, are projected to be $120.438 million [107]. - The company has remaining contractual commitments for fleet acquisitions totaling $57.143 million, with $6.016 million payable in the last six months of 2021 [123]. - A financing commitment of $107,709 was received for the newbuilding vessels, with repayments structured in 32 quarterly installments of $673 [144].

Operational Metrics and Performance - The company defines key operational metrics including calendar days, available days, operating days, and fleet utilization to assess performance and efficiency[325]. - Time charter revenues are influenced by the number of vessels, operating days, and daily charter hire rates, which are affected by market supply and demand dynamics[329]. - The company has four MR product/chemical tankers and three suezmax crude oil tankers as of the report date, with plans to operate vessels in the spot market until appropriate charters are secured[333]. - Voyage expenses consist mainly of port charges, fuel costs, and commissions, with the amount driven by travel routes and bunker fuel prices[336]. - Vessel operating expenses are analyzed on a U.S. dollar per day basis and can fluctuate due to unplanned repairs and regulatory compliance[340]. - Dry-docking costs vary based on vessel age, location, and compliance with international standards[341]. - The principal factors affecting profitability include charter rates, tanker utilization, operating expenses, and financing costs[346]. Financial Performance - Total charter revenues decreased by $5.9 million, or 9%, from $66.1 million in 2019 to $60.2 million in 2020[348]. - Average number of vessels employed decreased from 11.1 in 2019 to 9.5 in 2020, impacting all vessel-related revenues and expenses[349]. - Operating lease expenses decreased by $6.3 million, or 89%, from $7.1 million in 2019 to $0.8 million in 2020[350]. - Management fees to related parties increased by $3.2 million, or 130%, primarily due to purchase commissions absent in 2019[351]. - Vessel depreciation increased by $0.8 million, or 6%, mainly due to new vessels delivered in 2020[352]. - Interest and finance costs increased by $2.9 million, or 16%, primarily due to accelerated amortization of deferred finance fees[354]. - Loss on sale of vessels amounted to $12.4 million due to the sale of multiple vessels in 2020[359]. - Other operating loss from charter termination fees totaled $4.8 million in 2020[360]. Assets and Liabilities - As of December 31, 2020, the basic charter-free market values of owned vessels were estimated to be higher than their carrying value by approximately 1.6%[362]. - The company recognized an impairment charge of $3.1 million on investments in unconsolidated joint ventures in December 2019[358]. - As of December 31, 2020, the company had a net indebtedness of $107.0 million, with total indebtedness amounting to $104.6 million after excluding unamortized financing fees[378]. - The company had remaining contractual commitments for fleet acquisition totaling $182.0 million as of December 31, 2020, with $116.4 million payable in 2021 and $94.7 million payable in 2022[379]. - Cash and cash equivalents amounted to $23.3 million as of December 31, 2020, including $4.0 million classified as restricted cash[378]. - The company has contractual obligations totaling $380.0 million, with long-term debt accounting for $106.9 million and interest related to long-term debt at $33.8 million[432]. Cash Flow and Financing Activities - Net cash used in operating activities decreased by $13.2 million, or 69%, for 2020, totaling $6.0 million compared to $19.2 million for 2019[384]. - Net cash provided by investing activities for the year ended December 31, 2020 was $181.3 million, primarily from $310.0 million in net proceeds from vessel sales[387]. - Net cash used in financing activities for the year ended December 31, 2020 was $177.3 million, with $129.7 million from equity offerings and $60.2 million from long-term debt proceeds[390]. - The company expects operational cash flow to increase for the remainder of 2021 compared to the same period in 2020, driven by the contribution of two Suezmax tankers[382]. - The company had a working capital surplus of $19.7 million as of December 31, 2020[382]. - Non-cash adjustments for the year ended December 31, 2020 totaled $31.8 million, mainly due to depreciation expenses and losses from vessel sales[385]. - The company plans to finance unfinanced contractual commitments through operational cash flow, debt, or equity issuances, or a combination thereof[381]. Sale and Leaseback Agreements - The company entered into a sale and leaseback (SLB) agreement with Cargill for the vessel M/T Eco Marina Del Ray, generating gross proceeds of $32.4 million and committing to a buyback price of $22.7 million after five years[413]. - The SLB with Bank of Communications Financial Leasing Company resulted in gross proceeds of $21.7 million for M/T Nord Valiant and $24.1 million for M/T Eco California, with bareboat charter rates of $5,875 and $6,550 per day respectively[414]. - The SLB with China Merchants Bank Financial Leasing Co. Ltd. provided gross proceeds of $91.4 million for M/T Eco Bel Air and M/T Eco Beverly Hills, with a bareboat charter rate of $1.5 million per quarter per vessel[416]. - The SLB with AVIC generated gross proceeds of $60.2 million for M/T Eco Los Angeles and M/T Eco City of Angels, with a bareboat hire rate of $9,435 per day for the first five years[424]. - The company has continuous options to buy back vessels under various SLB agreements, with specific purchase prices stipulated in the agreements[421]. - The company is in compliance with all covenants related to its sale and leaseback agreements as of December 31, 2020[426]. Market Conditions and Risks - The COVID-19 pandemic has significantly reduced global demand for oil and may materially impact the company's earnings and financial condition for 2021[429]. - The company has fixed interest rates on all SLB financing facilities, mitigating exposure to interest rate risk as of December 31, 2020[614]. - In 2020, approximately 96.9% of the company's expenses were in U.S. dollars, 2.6% in Euro, and 0.5% in other currencies[615]. - A 5% decrease in the exchange rate from $1.1419 to $1.0848 would result in an expense saving of approximately $0.09 million for the year ended December 31, 2020[616]. - For the year ended December 31, 2019, a 5% decrease in the exchange rate from $1.1192 to $1.0633 would result in an expense saving of approximately $0.08 million[616].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ OR [ ] SHELL COMPA ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ OR [ ] SHELL COMPA ...