Loan Covenants and Discussions with Banks
As of December 31, 2010, we were in breach of loan covenants relating to earnings before interest, taxes, depreciation and amortization (EBITDA), overall cash position (minimum liquidity covenants), adjusted net worth, and asset cover, with certain banks. As a result of these covenant breaches and due to cross default provisions contained in all our bank facilities, we were in breach of all loan facilities and have classified all our debt and financial instruments as current.
As of the date of this release, we are in discussions with all of our banks to amend covenants or receive waivers for these breaches. We expect that our lenders will not demand payment of our loans before their maturity, provided that we pay loan installments and accumulated or accrued interest as they fall due under the existing credit facilities.
Passive Foreign Investment Company StatusThe Company previously announced that it would likely be considered a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for 2010. The Company confirms that it will be treated as a PFIC for 2010. As a result, U.S. shareholders of the Company's shares may be subject to adverse U.S. federal income tax consequences upon the disposition of the shares or the receipt of certain distributions from the Company. These consequences may be ameliorated if a U.S. taxable shareholder makes a timely "qualified electing fund," or QEF election, or a "mark-to-market" election. The Company will provide all necessary information to allow U.S. shareholders to make and maintain a QEF election and will post such information on its website at www.topships.org. In addition, it should be noted that, as a result of the Company being treated as a PFIC in 2010, any dividends paid by the Company in 2010 or 2011 will not be eligible to be treated as "qualified dividend income," which is eligible for preferential income tax rates in the hands of non-corporate U.S. shareholders (through 2012). THIS PARAGRAPH IS NOT INTENDED AS TAX ADVICE. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING MAKING A TIMELY QEF ELECTION OR MARK-TO-MARKET ELECTION AND THE CONSEQUENCES OF THE COMPANY BEING TREATED AS A PFIC IN THEIR SPECIFIC TAX SITUATION. Conference Call and Webcast TOP Ships' management team will host a conference call on that same day Friday, March 18, 2011, at 11:00 a.m. EDT to discuss the Company's financial results. Conference Call details: Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1-866-966-9439 (from the U.S.), 0800-694-0257 (from the UK), or +44 (0) 1452 555 566 (international). The participant passcode is: 50355868 and please quote "TOP Ships."