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 May 2019
Commission File Number 001-33922
DRYSHIPS INC.
109 Kifissias Avenue and Sina Street
151 24, Marousi
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 99.1 to this Report on Form 6-K is a press release of DryShips Inc. dated May 15, 2019: DryShips Inc. Reports Financial and Operating Results for the First Quarter of 2019.
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. 333-216826).

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.
 
DRYSHIPS INC.
 
(Registrant)
   
     
     
Dated:  May 15, 2019
By:
/s/ Anthony Kandylidis
   
Name: Anthony Kandylidis
   
Title: President and Chief Financial Officer

Exhibit 99.1


DRYSHIPS INC. REPORTS FINANCIAL AND OPERATING
RESULTS FOR THE FIRST QUARTER OF 2019


May 15, 2019, Athens, Greece, DryShips Inc. (NASDAQ:DRYS) (“DryShips” or the “Company”), a diversified owner and operator of ocean going cargo vessels, today announced its unaudited financial and operating results for the quarter ended March 31, 2019.
First Quarter 2019 Financial Highlights

 -
For the first quarter of 2019, the Company reported net income of $1.5 million, or 1.67 cents basic and diluted earnings per share.
Included in the first quarter of 2019 results are:

 —
Vessel dry-docking costs of $0.7 million, or 0.78 cents per share
Excluding the above, the Company’s net results would have amounted to a net income of $2.2 million, or 2.45 cents per share.

 -
The Company reported Adjusted EBITDA of $13.1 million for the first quarter of 2019.(1)
Other Developments
· Common Stock Repurchase Program
As of May 15, 2019, the Company has not repurchased any additional shares of its common stock since its last update. Under the previously announced new stock repurchase program, the Company may repurchase up to $12.8 million of its outstanding common shares by October 29, 2019.
· Future Proofing of the Company’s Fleet
During 2019, the Company has scheduled and started implementing an overall “future proofing plan” for its fleet by performing dry-dockings, installation of scrubbers and installation of ballast water systems. As a result, the Company expects during the period from 2019 to 2020 to incur approximately between 1,100-1,300 off-hire days for a total estimated cost of approximately $80.0 million-$100.0 million.
· 2019 Annual General Meeting of Shareholders
On May 15, 2019, the Company’s Board of Directors resolved that the Company’s 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) be held at the offices of DryShips Management Services Inc. located at 109 Kifisias Avenue & Sina Street, GR 151 24, Marousi, Athens, Greece on Monday, July 22, 2019 at 4:00 p.m., local time. The Company’s Board of Directors fixed the close of business on Monday, June 10, 2019, as the record date for the determination of the shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournments or postponements thereof. Formal notice of the Annual Meeting and the Company’s proxy statement are expected to be sent to shareholders on or before Monday, July 1, 2019.
____________________
(1) Adjusted EBITDA is a non-U.S. GAAP measure; please see later in this press release for reconciliation to net income.
1

Fleet List

The table below describes the Company’s fleet as of May 15, 2019:
 
Year
  
Gross rate
Redelivery
 
Built
DWT
Per day
Earliest
Latest
Drybulk fleet
          
           
Newcastlemax:
          
Bacon
2013
205,170
T/C Index Linked
Sep-19
Oct-19
Conquistador*
2016
209,090
T/C Index Linked
N/A
N/A
Huahine
2013
206,037
T/C Index Linked
Sep-19
Oct-19
Judd
2015
205,796
T/C Index Linked
Sep-19
Oct-19
Marini*
2014
205,854
T/C Index Linked
Oct-19
Dec-19
Morandi
2013
205,854
T/C Index Linked
Aug-19
Sep-19
Pink Sands*
2016
208,931
T/C Index Linked
N/A
N/A
Xanadu*
2017
208,827
T/C Index Linked
N/A
N/A
           
Kamsarmax:
          
Castellani
2014
82,129
Spot
N/A
N/A
Kelly
2017
81,300
Spot
N/A
N/A
Matisse
2014
81,128
Spot
N/A
N/A
Nasaka
2014
81,918
Spot
N/A
N/A
Valadon
2014
81,198
Spot
N/A
N/A
           
Panamax:
          
Catalina
2005
74,432
Spot
N/A
N/A
Levanto
2001
73,925
Spot
N/A
N/A
Ligari
2004
75,583
Spot
N/A
N/A
Majorca
2005
74,477
Spot
N/A
N/A
Rapallo
2009
75,123
Spot
N/A
N/A
Raraka
2012
76,037
Spot
N/A
N/A
       
Tanker fleet
          
           
Very Large Crude Carrier:
          
Shiraga
2011
320,105
Spot
N/A
N/A
           
Suezmax:
          
Marfa
2017
159,513
Spot
N/A
N/A
Samsara**
2017
159,855
$18,000 Base rate plus profit share
Mar.-22
May-25
           
Aframax:
          
Balla
2017
113,293
Spot
N/A
N/A
Botafogo
2010
106,892
Spot
N/A
N/A
Stamos
2012
115,666
Spot
N/A
N/A
           
Offshore Supply fleet
          
           
Platform Supply Vessels:
          
Crescendo
2012
1,457
Laid up
N/A
N/A
Colorado
2012
1,430
Laid up
N/A
N/A
Oil Spill Recovery Vessels:
          
Indigo
2013
1,401
Laid up
N/A
N/A
Jacaranda
2012
1,360
Laid up
N/A
N/A
Emblem
2012
1,363
Laid up
N/A
N/A
Jubilee
2012
1,317
Laid up
N/A
N/A

* The vessel is time chartered by TMS Dry Ltd., an entity that may be deemed to be beneficially owned by our Company’s Chairman and CEO.

** The vessel is time chartered by Cecilia Shipholdings Limited, an entity that may be deemed to be beneficially owned by our Company’s Chairman and CEO.
2
Drybulk, Tanker and Gas Carrier Segments Summary Operating Data (unaudited)
(U.S. Dollars in thousands, except average daily results)

Drybulk
  
Three Months Ended
March 31,
  
   
2018
    
2019
  
Average number of vessels(1)
    
21.0
      
19.0
  
Total voyage days for vessels(2)
    
1,890
      
1,709
  
Total calendar days for vessels(3)
    
1,890
      
1,710
  
Fleet utilization(4)
    
100.0
%
    
99.9
%
Time charter equivalent(5)
  
$
11,315
    
$
9,994
  
Vessel operating expenses (daily)(6)
  
$
6,134
    
$
5,595
  


 
Tanker
  
Three Months Ended
March 31,
  
   
2018
    
2019
  
Average number of vessels(1)
    
4.0
      
6.0
  
Total voyage days for vessels(2)
    
360
      
540
  
Total calendar days for vessels(3)
    
360
      
540
  
Fleet utilization(4)
    
100.0
%
    
100.0
%
Time charter equivalent(5)
  
$
19,717
    
$
28,694
  
Vessel operating expenses (daily)(6)
  
$
7,861
    
$
6,874
  


 
Gas Carrier
  
Three Months Ended
March 31,
  
   
2018
    
2019
  
Average number of vessels(1)
    
3.9
      
-
  
Total voyage days for vessels(2)
    
350
      
-
  
Total calendar days for vessels(3)
    
350
      
-
  
Fleet utilization(4)
    
100.0
%
    
-
  
Time charter equivalent(5)
  
$
28,243
      
-
  
Vessel operating expenses (daily)(6)
  
$
9,737
      
-
  

(1) Average number of vessels is the number of vessels that constituted the Company’s fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of the Company’s fleet during the period divided by the number of calendar days in that period.
(2) Total voyage days for vessels are the total days the vessels were in the Company’s possession for the relevant period net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days.
(3) Total calendar days are the total number of days the vessels were in the Company’s possession for the relevant period including off-hire days associated with drydockings or special or intermediate surveys and laid-up days.
(4) Fleet utilization is the percentage of time that the Company’s vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.
(5) Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The Company’s method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from the Company’s vessels, the most directly comparable U.S. GAAP measure, because it assists the Company’s management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. Please see below for a reconciliation of TCE rates to voyage revenues.
(6) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs, is calculated by dividing vessel operating expenses by fleet calendar days net of laid-up days for the relevant time period.
3

Drybulk, Tanker and Gas Carrier Segments Summary Operating Data (unaudited) - continued
(In thousands of U.S. dollars, except for TCE rate, which is expressed in U.S. Dollars, and voyage days)

Drybulk
  
Three Months Ended March 31,
  
   
2018
    
2019
  
Voyage revenues
  
$
23,276
    
$
19,211
  
Voyage expenses
    
(1,891
)
    
(2,131
)
Time charter equivalent revenues
  
$
21,385
    
$
17,080
  
Total voyage days for fleet
    
1,890
      
1,709
  
Time charter equivalent (TCE)
  
$
11,315
    
$
9,994
  


Tanker
  
Three Months Ended March 31,
  
   
2018
    
2019
  
Voyage revenues
  
$
11,157
    
$
23,869
  
Voyage expenses
    
(4,059
)
    
(8,374
)
Time charter equivalent revenues
  
$
7,098
    
$
15,495
  
Total voyage days for fleet
    
360
      
540
  
Time charter equivalent (TCE)
  
$
19,717
    
$
28,694
  


Gas Carrier
  
Three Months Ended March 31,
  
   
2018
    
2019
  
Voyage revenues
  
$
10,293
    
$
-
  
Voyage expenses
    
(408
)
    
-
  
Time charter equivalent revenues
  
$
9,885
    
$
-
  
Total voyage days for fleet
    
350
      
-
  
Time charter equivalent (TCE)
  
$
28,243
    
$
-
  

4
DryShips Inc.

Financial Statements
Unaudited Condensed Consolidated Statements of Operations

(Expressed in Thousands of U.S. Dollarsexcept for share and per share data)
  
Three Months Ended March 31,
  
   
2018
    
2019
  
REVENUES:
            
Voyage revenues
  
$
44,726
    
$
43,080
  
     
44,726
      
43,080
  
                 
EXPENSES:
                
Voyage expenses
    
6,358
      
10,505
  
Vessel operating expenses
    
18,100
      
13,403
  
Depreciation
    
6,818
      
7,337
  
General and administrative expenses
    
7,169
      
6,820
  
Other, net
    
(18
)
    
125
  
                 
Operating income
    
6,299
      
4,890
  
                 
OTHER EXPENSES:
                
Interest and finance costs, net of interest income
    
(4,890
)
    
(3,668
)
Other, net
    
(183
)
    
229
  
Total other expenses, net
    
(5,073
)
    
(3,439
)
                 
Net income
    
1,226
      
1,451
  
                 
Net income attributable to DryShips Inc. common stockholders
    
1,226
      
1,451
  
Earnings per common share, basic and diluted
  
$
0.01
    
$
0.02
  
Weighted average number of shares, basic and diluted
    
103,682,222
      
86,899,873
  



5

DryShips Inc.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in Thousands of U.S. Dollars except for share data)
  
December 31, 2018
    
March 31, 2019
  
             
ASSETS
            
             
Cash, cash equivalents, including restricted cash (current and non-current)
  
$
156,881
    
$
151,139
  
Other current and non-current assets
    
99,092
      
102,205
  
Vessels, net
    
755,332
      
747,995
  
Total assets
    
1,011,305
      
1,001,339
  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
                 
Total debt and finance lease liabilities
    
362,047
      
354,789
  
Total other liabilities
    
11,529
      
9,558
  
Total stockholders’ equity
    
637,729
      
636,992
  
Total liabilities and stockholders’ equity
  
$
1,011,305
    
$
1,001,339
  
                 
SHARE COUNT DATA
                
Common stock issued
    
104,274,708
      
104,274,708
  
Less: Treasury stock
    
(17,042,680
)
    
(17,388,081
)
Common stock issued and outstanding
    
87,232,028
      
86,886,627
  


6

Adjusted EBITDA Reconciliation

Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, vessel sales and impairments and certain other non-cash items as described below. Adjusted EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, and the Company’s calculation of adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included herein because it is a basis upon which the Company measures its operations. Adjusted EBITDA is also used by the Company’s lenders as a credit metric and the Company believes that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness.
The following table reconciles net income to Adjusted EBITDA:
(Expressed in Thousands of U.S. Dollars)
  
Three Months Ended
March 31,
  
   
2018
    
2019
  
Net income
  
$
1,226
    
$
1,451
  
                 
Add: Net interest expense
    
4,890
      
3,668
  
Add: Depreciation
    
6,818
      
7,337
  
Add: Dry-dockings
    
389
      
675
  
Add: Income taxes
    
-
      
1
  
 Adjusted EBITDA
  
$
13,323
    
$
13,132
  

About DryShips Inc.
The Company is a diversified owner and operator of ocean going cargo vessels that operate worldwide. As of May 15, 2019, and not giving effect to any pending vessel transactions, the Company operates a fleet of 31 vessels comprised of (i) 6 Panamax drybulk vessels; (ii) 8 Newcastlemax drybulk vessels; (iii) 5 Kamsarmax drybulk vessels; (iv) 1 Very Large Crude Carrier; (v) 3 Aframax tankers; (vi) 2 Suezmax tankers; and (vii) 6 Offshore Support Vessels, including 2 Platform Supply and 4 Oil Spill Recovery Vessels.
DryShips’ common stock is listed on the NASDAQ Capital Market where it trades under the symbol “DRYS.”
Visit the Company’s website at www.dryships.com
Forward-Looking Statement
Matters discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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 such safe harbor legislation.
Forward-looking statements reflect the Company’s 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 the Company’s records and other data available from third parties. Although the Company 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 the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.
Important factors that, in the Company’s 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 charter rates, utilization of vessels and vessel values, failure of a seller or shipyard to deliver one or more vessels, failure of a buyer to accept delivery of a vessel, the Company’s inability to procure acquisition financing, default by one or more charterers of the Company’s ships, changes in demand for drybulk, oil or natural gas commodities, changes in demand that may affect attitudes of time charterers, scheduled and unscheduled drydockings, changes in the Company’s voyage and operating expenses, including bunker prices, dry-docking and insurance costs, changes in governmental rules and regulations, changes in the Company’s relationships with the lenders under its debt agreements, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents, international hostilities and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by DryShips with the U.S. Securities and Exchange Commission, including the Company’s most recently filed Annual Report on Form 20-F.
Investor Relations / Media:
Nicolas Bornozis
Capital Link, Inc. (New York)
Tel. 212-661-7566
E-mail: dryships@capitallink.com

7