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FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13A-16 OR
15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
2023
Commission File Number:
001-32458
DIANA SHIPPING INC.
(Translation of registrant's name into
English)
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
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
to
this
Report
on
Form
6-K
as
Exhibit
99.1
is the
unaudited
interim
consolidated
financial
statements
of
Diana Shipping Inc. (the "Company") as of and for the six
months ended
June 30, 2023
.
The
information
contained
in
this
Report
on
Form
6-K
is
hereby
incorporated
by
reference
into
the
Company's
registration statements on Form F-3
(File Nos. 333-256791 and
333-266999) that were filed
with the U.S. Securities
and Exchange Commission and became effective on July
9, 2021 and September 16, 2022, respectively.
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.
DIANA SHIPPING INC.
(registrant)
Dated: September 26, 2023
By:
/s/ Ioannis Zafirakis
Ioannis Zafirakis
Chief Financial Officer
3
Management's Discussion and Analysis Of
Financial Condition and Results Of Operations
The
following
management's
discussion
and
analysis
should
be
read
in
conjunction
with
our
interim
unaudited
consolidated
financial
statements
and
their
notes
attached
hereto.
This
discussion
contains
forward-looking
statements
that
reflect
our
current
views
with
respect
to
future
events
and
financial
performance.
Our
actual
results
may
differ
materially
from
those
anticipated
in
these
forward-looking
statements.
For additional information relating
to our management's
discussion and analysis
of financial
condition
and
results
of
operation,
please
see
our
annual
report
on
form 20-F
for
the
year
ended
December 31, 2022 filed with the with the SEC on March 27, 2023.
Our Operations
We
charter
our
vessels,
owned
and
bareboat
chartered-in,
to
customers
primarily
pursuant
to
short-,
medium-
and
long-term
time
charters.
Under
our
time
charters,
the
charterer
typically
pays
us
a
fixed
daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and
canal
charges.
We
remain
responsible
for
paying
the
chartered
vessel's
operating
expenses,
including
the cost
of crewing,
insuring, repairing, and
maintaining the vessel,
the costs
of spares and
consumable
stores, tonnage taxes
and other miscellaneous
expenses, and we
also pay
commissions to one
or more
unaffiliated ship brokers and to
in-house brokers associated with the charterer for
the arrangement of the
relevant charter.
The
following
table
presents
certain
information
concerning
the
dry
bulk
carriers
in
our
fleet,
as
of
the
date of this report.
4
Fleet Employment (As of September 25, 2023)
VESSEL
SISTER
SHIPS*
GROSS RATE
(USD PER DAY)
COM**
CHARTERERS
DELIVERY DATE
TO
CHARTERERS***
REDELIVERY DATE TO
OWNERS****
NOTES
BUILT DWT
9 Ultramax Bulk Carriers
1
DSI Phoenix
A
13,250
5.00%
ASL Bulk Marine Limited
04/Nov/22
4/Mar/2024 - 4/May/2024
2017 60,456
2
DSI Pollux
A
17,000
5.00%
Delta Corp Shipping Pte.
Ltd.
27/Oct/22
27/Dec/2023 - 27/Feb/2024
2015 60,446
3
DSI Pyxis
A
17,100
4.75%
Cargill Ocean Transportation
Singapore Pte. Ltd.
16/Oct/22
28/Aug/2023
1
2018 60,362
14,250
5.00%
ASL Bulk Marine Limited
24/Sep/23
10/Oct/2024 - 10/Dec/2024
4
DSI Polaris
A
13,100
5.00%
ASL Bulk Marine Limited
12/Nov/22
12/May/2024 - 12/Jul/2024
2
2018 60,404
5
DSI Pegasus
A
14,000
5.00%
Reachy Shipping (SGP) Pte.
Ltd.
07/Dec/22
15/Jul/2024 - 15/Sep/2024
2015 60,508
6
DSI Aquarius
B
14,200
5.00%
Engelhart CTP Freight
(Switzerland) SA
01/Feb/23
10/Jan/2024 - 25/Mar/2024
2016 60,309
7
DSI Aquila
B
13,300
5.00%
Western Bulk Carriers AS
22/Nov/22
10/Oct/2023 - 15/Nov/2023
3
2015 60,309
8
DSI Altair
B
13,800
5.00%
Western Bulk Carriers AS
23/Jun/23
10/Aug/2024 - 10/Oct/2024
2016 60,309
9
DSI Andromeda
B
14,250
5.00%
Western Bulk Carriers AS
17/Nov/22
16/Oct/2023 - 16/Dec/2023
4, 5
2016 60,309
7 Panamax Bulk Carriers
10
ARTEMIS
10,000
5.00%
ASL Bulk Shipping Limited
17/Jun/23
4/Oct/2023 - 15/Oct/2023
3
2006 76,942
11
LETO
14,500
4.75%
Cargill International S.A.,
Geneva
29/Jan/23
1/Mar/2024 - 30/Apr/2024
2010 81,297
12
SELINA
C
12,000
4.75%
Cargill International S.A.,
Geneva
20/May/23
15/Sep/2024 - 15/Nov/2024
2010 75,700
13
MAERA
C
12,000
4.75%
Cargill International S.A.,
Geneva
16/Dec/22
28/Oct/2023 - 28/Dec/2023
2013 75,403
14
ISMENE
14,000
5.00%
ST Shipping and Transport
Pte. Ltd.
10/Jan/23
25/Aug/2023
6
2013 77,901
12,650
5.00%
Paralos Shipping Pte., Ltd.
13/Sep/23
15/Apr/2025 - 30/Jun/2025
15
CRYSTALIA
D
12,500
5.00%
Reachy Shipping (SGP) Pte.
Ltd.
08/Nov/22
06/Sep/23
2014 77,525
11,250
5.00%
06/Sep/23
20/Feb/2024 - 20/Apr/2024
16
ATALANDI
D
13,250
4.75%
Aquavita International S.A.
15/Feb/23
5/Mar/2024 - 5/May/2024
2014 77,529
6 Kamsarmax Bulk Carriers
17
MAIA
E
25,000
5.00%
Hyundai Glovis Co. Ltd.
24/May/22
23/Sep/2023
7
2009 82,193
13,500
5.00%
ST Shipping and Transport
Pte. Ltd.
23/Sep/23
15/Jun/2024 - 20/Aug/2024
18
MYRSINI
E
15,000
5.00%
Salanc Pte. Ltd.
22/Nov/22
20/Apr/2024 - 28/Jun/2024
2010 82,117
19
MEDUSA
E
14,250
5.00%
ASL Bulk Shipping Limited
14/May/23
10/Feb/2025 - 15/Apr/2025
2010 82,194
20
MYRTO
E
18,000
5.00%
Tata NYK Shipping Pte. Ltd.
03/Aug/22
15/Jul/23
2013 82,131
12,650
5.00%
Cobelfret S.A., Luxemburg
15/Jul/23
1/Nov/2024 - 15/Jan/2025
5
21
ASTARTE
15,000
5.00%
Reachy Shipping (SGP) Pte.
Ltd.
29/Apr/23
1/Aug/2024 - 1/Oct/2024
2013 81,513
22
LEONIDAS P. C.
17,000
4.75%
Cargill International S.A.,
Geneva
17/Mar/23
17/Feb/2024 - 17/Apr/2024
8
2011 82,165
5 Post-Panamax Bulk Carriers
23
ALCMENE
13,000
5.00%
SwissMarine Pte. Ltd.,
Singapore
02/Jan/23
10/Jan/2024 - 25/Mar/2024
2010 93,193
24
AMPHITRITE
F
14,250
5.00%
Cobelfret S.A., Luxemburg
09/Nov/22
1/Dec/2023 - 15/Feb/2024
2012 98,697
25
POLYMNIA
F
15,000
5.00%
Cobelfret S.A., Luxemburg
14/Jan/23
1/Apr/2024 - 31/May/2024
9
2012 98,704
26
ELECTRA
G
14,500
5.00%
Cobelfret S.A., Luxemburg
13/Apr/23
1/Jun/2024 - 1/Aug/2024
2013 87,150
27
PHAIDRA
G
12,250
4.75%
Aquavita International S.A.
09/May/23
1/Sep/2024 - 15/Nov/2024
2013 87,146
10 Capesize Bulk Carriers
28
SEMIRIO
H
19,700
5.00%
C Transport Maritime Ltd.,
Bermuda
15/Dec/21
18/Aug/23
2007 174,261
14,150
5.00%
Solebay Shipping Cape
Company Limited, Hong
Kong
18/Aug/23
20/Nov/2024 - 30/Jan/2025
29
BOSTON
H
17,000
5.00%
ST Shipping and Transport
Pte. Ltd.
06/May/23
15/Jul/2024 - 15/Oct/2024
2007 177,828
30
HOUSTON
H
13,000
5.00%
EGPN Bulk Carrier Co.,
Limited
21/Nov/22
1/Jul/2024 - 31/Aug/2024
2009 177,729
31
NEW YORK
H
16,000
5.00%
SwissMarine Pte. Ltd.,
Singapore
11/Jun/23
1/Oct/2024 - 7/Dec/2024
2010 177,773
32
SEATTLE
I
26,500
5.00%
Solebay Shipping Cape
Company Limited, Hong
Kong
02/Mar/22
28/Sep/2023 - 15/Oct/2023
3
2011 179,362
33
P.
S. PALIOS
I
31,000
5.00%
Classic Maritime Inc.
11/Jun/22
15/Apr/2024 - 30/Jun/2024
2013 179,134
34
G. P. ZAFIRAKIS
J
17,000
5.00%
Solebay Shipping Cape
Company Limited, Hong
Kong
12/Jan/23
15/Jun/2024 - 15/Aug/2024
2014 179,492
35
SANTA BARBARA
J
21,250
5.00%
Smart Gain Shipping Co.,
Limited
07/May/23
10/Oct/2024 - 10/Dec/2024
10
2015 179,426
36
NEW ORLEANS
32,000
5.00%
Engelhart CTP Freight
(Switzerland) SA
25/Mar/22
20/Nov/2023 - 31/Jan/2024
10
2015 180,960
37
FLORIDA
25,900
5.00%
Bunge S.A., Geneva
29/Mar/22
29/Jan/2027 - 29/May/2027
5
2022 182,063
4 Newcastlemax Bulk Carriers
38
LOS ANGELES
K
17,700
5.00%
Nippon Yusen Kabushiki
Kaisha, Tokyo
15/Jan/23
20/May/2024 - 5/Aug/2024
2012 206,104
39
PHILADELPHIA
K
26,000
5.00%
C Transport Maritime Ltd.,
Bermuda
12/Apr/22
1/Feb/2024 - 15/Apr/2024
2012 206,040
40
SAN FRANCISCO
L
22,000
5.00%
SwissMarine Pte. Ltd.,
Singapore
18/Feb/23
5/Jan/2025 - 5/Mar/2025
2017 208,006
41
NEWPORT NEWS
L
28,000
5.00%
Koch Shipping Pte. Ltd.,
Singapore
16/Dec/21
01/Jul/23
2017 208,021
23,500
5.00%
01/Jul/23
20/Sep/23
20,000
5.00%
Nippon Yusen Kabushiki
Kaisha, Tokyo
20/Sep/23
10/Mar/2025 - 10/Jun/2025
* Each dry bulk carrier is a “sister ship”, or closely
similar, to other dry bulk carriers that have the same letter.
** Total commission percentage paid to third parties.
*** In case of newly acquired vessel with
time charter attached, this date refers to the expected/actual
date of delivery of the vessel to the Company.
6
**** Range of redelivery dates, with the actual
date of redelivery being at the Charterers’
option, but subject to the terms, conditions, and
exceptions of the
particular charterparty.
1Vessel on scheduled drydocking from August 28, 2023 to September
24, 2023.
2Vessel on scheduled drydocking from June 18, 2023 to July 5, 2023.
3Based on latest information.
4The fixture includes the option for redelivery of
vessel east of Suez against a gross ballast bonus
of US$250,000.
5Bareboat chartered-in for a period of ten years.
6Vessel on scheduled drydocking from August 25, 2023 to September
13, 2023.
7Vessel off hire for 3.93 days.
8Vessel off hire for 6.83 days.
9The charter rate was US$10,000 per day for the
first 30 days of the charter period.
10Bareboat chartered-in for a period of eight years.
7
Factors Affecting Our Results of Operations
We believe that our results of operations are affected by the following factors:
(1)
Average
number
of
vessels
is
the
number
of
vessels
that
constituted
our
fleet
for
the
relevant
period,
as
measured
by
the
sum
of
the
number
of
days
each
vessel
was
a
part
of
our
fleet
during
the
period divided by the number of calendar days in the period.
(2)
Ownership
days
are
the
aggregate
number of
days in
a
period
during
which each
vessel
in
our
fleet has
been owned
by us.
Ownership days
are an
indicator of
the size
of our
fleet over
a period
and
affect both the amount of revenues and the amount of expenses that we record during
a period.
(3)
Available days are the
number of our ownership days less
the aggregate number of days that
our
vessels
are
off-hire
due
to
scheduled
repairs
or
repairs
under
guarantee,
vessel
upgrades
or
special
surveys
and the
aggregate amount
of
time
that we
spend
positioning our
vessels for
such events.
The
shipping industry
uses available
days to
measure the
number of
days in
a period
during which
vessels
should be capable of generating revenues.
(4)
Operating days
are the
number of
available days
in a
period less
the aggregate
number of
days
that
our
vessels
are
off-hire
due
to
any
reason,
including
unforeseen
circumstances.
The
shipping
industry uses operating days to
measure the aggregate number
of days in a
period during which vessels
actually generate revenues.
(5)
We calculate
fleet utilization
by dividing
the number
of our
operating days
during a
period by
the
number of our
available days during
the period. The
shipping industry uses
fleet utilization to
measure a
company's
efficiency
in
finding
suitable
employment
for
its
vessels
and minimizing
the
number of
days
that its
vessels are
off-hire for
reasons other
than scheduled
repairs or
repairs under
guarantee, vessel
upgrades, special surveys or vessel positioning for such events.
(6)
Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less voyage
expenses
during
a
period
divided
by
the
number
of
our
available
days
during
the
period,
which
is
consistent with industry standards. Voyage expenses include port charges, bunker (fuel) expenses, canal
charges and
commissions. TCE
rate is
a non-GAAP
measure, and
management believes
it is
useful to
investors
because
it
is
a
standard
shipping
industry
performance
measure
used
primarily
to
compare
daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage
charters,
because charter
hire rates
for
vessels
on
voyage
charters are
generally not
expressed in
per
day
amounts
while
charter
hire
rates
for
vessels
on
time
charters
are
generally
expressed
in
such
amounts.
(7)
Daily
vessel
operating
expenses,
which
include
crew
wages
and
related
costs,
the
cost
of
insurance,
expenses
relating
to
repairs
and
maintenance,
the
costs
of
spares
and
consumable
stores,
tonnage taxes
and other
miscellaneous expenses,
are calculated
by dividing
vessel operating
expenses
by ownership days for the relevant period.
The following table reflects such factors for the periods indicated:
8
For the six months ended June 30,
2023
2022
Ownership days
7,468
6,202
Available days
7,407
5,974
Operating days
7,377
5,919
Fleet utilization
99.6%
99.1%
Time charter equivalent (TCE) rate
$
17,910
$
23,400
The following table reflects the calculation of our TCE rates for the
periods presented:
For the six months ended June 30,
2023
2022
in thousands of US Dollars, except for days and
TCE rates
Time charter revenues
$
140,021
$
140,456
less: Voyage expenses
(7,364)
(663)
Time charter equivalent revenues
132,657
139,793
Available days
7,407
5,974
Time charter equivalent (TCE) rate
$
17,910
$
23,400
Time Charter Revenues
Our revenues are driven primarily by
the number of vessels in our
fleet, the number of days during which
our
vessels
operate
and
the
amount
of
daily
charter
hire
rates
that
our
vessels
earn
under
charters,
which, in turn, are affected by a number of factors, including:
●
the duration of our charters;
●
our decisions relating to vessel acquisitions and disposals;
●
the amount of time that we spend positioning our vessels;
●
the amount of time that our vessels spend in drydock undergoing repairs;
●
maintenance and upgrade work;
●
the age, condition and specifications of our vessels;
●
levels of supply and demand in the dry bulk shipping industry.
Vessels
operating on time
charters for a
certain period of
time provide more
predictable cash flows
over
that
period
of
time
but
can
yield
lower
profit
margins than
vessels
operating in
the
spot
charter market
during periods characterized by favorable market conditions. Vessels operating in the spot charter market
generate
revenues
that
are
less
predictable
but
may
enable
their
owners
to
capture
increased
profit
margins during
periods of
improvements in
charter rates
although their owners
would be
exposed to the
risk of
declining charter rates,
which may have
a materially adverse
impact on financial
performance. As
we employ vessels
on period charters,
future spot charter
rates may be
higher or lower
than the rates
at
9
which
we
have
employed
our
vessels
on
period
charters.
Our
time
charter
agreements
subject
us
to
counterparty risk.
In depressed
market conditions,
charterers may
seek to
renegotiate the
terms of
their
existing
charter
parties
or
avoid
their
obligations
under
those
contracts.
Should
a
counterparty
fail
to
honor their obligations under agreements with
us, we could sustain significant losses
which could have a
material adverse effect on our business, financial condition, results of operations
and cash flows.
Voyage Expenses
We
incur
voyage
expenses
that
mainly
include
commissions
because
all
of
our
vessels
are
employed
under
time
charters that
require the
charterer to
bear voyage
expenses such
as
bunkers (fuel
oil),
port
and canal
charges. Although
the charterer
bears the
cost of
bunkers, we
also have
bunker gain
or loss
deriving
from
the
price
differences
of
bunkers.
When
a
vessel
is
delivered
to
a
charterer,
bunkers
are
purchased
by
the
charterer
and
sold
back
to
us
on
the
redelivery
of
the
vessel.
Bunker
gain,
or
loss,
results
when
a
vessel
is
redelivered
by
her
charterer
and
delivered
to
the
next
charterer
at
different
bunker prices, or quantities.
We
currently pay
commissions ranging
from
4.75% to
5.00% of
the
total
daily charter
hire rate
of
each
charter
to
unaffiliated
ship
brokers,
in-house
brokers
associated
with
the
charterers,
depending
on
the
number of brokers
involved with arranging the
charter. In
addition, we pay
a commission to
DWM and to
DSS for
those vessels
for which
they provide
commercial management services.
The commissions
paid
to
DSS
are
eliminated
from
our
consolidated
financial
statements
as
intercompany
transactions.
The
effect
of
bunker
prices
cannot
be
determined,
as
a
gain
or
loss
from
bunkers
results
mainly
from
the
difference in
the value
of bunkers
paid by
the Company
when the
vessel is
redelivered to
the Company
from the
charterer under
the vessel’s
previous time
charter agreement
and the
value of
bunkers sold
by
the Company when the vessel is delivered to a new charterer.
Vessel Operating Expenses
Vessel
operating
expenses
include
crew
wages
and
related
costs,
the
cost
of
insurance,
expenses
relating
to
repairs
and
maintenance,
the
cost
of
spares
and
consumable
stores,
tonnage
taxes,
environmental plan costs and
HSQ and vetting. Our
vessel operating expenses generally represent fixed
costs.
Vessel Depreciation
The
cost
of
our
vessels
is
depreciated
on
a
straight-line
basis
over
the
estimated
useful
life
of
each
vessel. Depreciation is based on the
cost of the vessel less
its estimated salvage value. We
estimate the
useful life of
our dry bulk
vessels to be
25 years from the
date of initial
delivery from the
shipyard, which
we believe
is common
in the
dry bulk
shipping industry.
Furthermore, we estimate
the salvage
values of
our
vessels
based
on
historical
average
prices
of
the
cost
of
the
light-weight
ton
of
vessels
being
scrapped.
General and Administrative Expenses
We
incur
general
and
administrative
expenses
which
include
our
onshore
related
expenses
such
as
payroll
expenses
of
employees,
executive
officers,
directors
and
consultants,
compensation
cost
of
restricted stock
awarded to
senior management
and non-executive
directors, traveling,
promotional and
other
expenses
of
the
public
company,
such
as
legal
and
professional
expenses
and
other
general
expenses. General
and administrative
expenses are
not affected
by the
size of
the fleet.
However,
they
are affected by the exchange rate of the Euro to US Dollars,
as about half of our administrative expenses
are in Euro.
10
Interest and Finance Costs
We incur interest expenses and financing costs in
connection with vessel-specific debt, senior unsecured
bond
and
finance
liabilities.
As
of
June
30,
2023
total
long-term
debt
amounted
to
$542.9
million
and
finance liabilities
amounted to
$137.9 million.
While our bond
and finance
liabilities have
a fixed
interest
rate,
the
loan
agreements
with
our
banks
have
a
floating
rate
based
on
LIBOR
or
term
SOFR
plus
a
margin.
Inflation
Since
2022
there
have been
significant
global
inflationary pressures
which have
affected
our
operating
and drydocking costs.
Results of Operations
Six months ended June 30, 2023, compared to the six months ended
June 30, 2022
Time charter revenues.
Time charter revenues decreased by
$0.5 million, or 0.4%, to $140.0 million
for
the
six
months
ended
June
30,
2023,
compared
to
$140.5
million
for
the
same
period
of
2022.
The
decrease
in time
charter revenues
was
due to
the
decreased average
time
charter rate
of
$17,910 per
vessel
per
day
that
the
Company
achieved
for
its
vessels
in
the
six
months
ended
June
30,
2023,
compared to
$23,400 in
the same
period of
2022, representing an
23% decrease.
This decrease,
which
was
due
to
the
weakened
market
conditions,
was
offset
by
increased
revenues
due
to
increased
operating days in
the six months ended
June 30, 2023, compared
to the same
period last year,
resulting
from the
increase in
the size
of the
fleet compared
to the
same period
last year.
Operating days
for the
six months ended June 30, 2023, were 7,377 compared
to 5,919 for the same period of 2022.
Voyage expenses.
Voyage expenses increased by $6.7 million, or 957%, to $7.4 million in the six months
ended June
30, 2023,
as compared
to
$0.7 in
the six
months ended
June 30,
2022. This
increase was
due to a gain on
bunkers amounting to $0.1 million compared to a
gain of $6.6 million in the same period
of
2022.
The
gain
on
bunkers
was
mainly
due
to
the
difference
in
the
price
of
bunkers
paid
by
the
Company to the charterers on the redelivery of the vessels from the charterers under
the previous charter
party
agreements
and
the
price
of
bunkers
paid
by
charterers
to
the
Company
on
the
delivery
of
the
same vessels to their charterers under new charter party agreements.
Vessel
operating
expenses.
Vessel
operating
expenses
increased
by
$8.0
million,
or
23%,
to
$42.8
million in
the six
months ended
June 30,
2023, compared to
$34.8 million in
the six
months ended
June
30, 2022. The
increase in operating
expenses is mainly
attributable to the
increase in ownership
days in
the six months ended June 30, 2023 by 1,266 days,
which was due to the increase in the size of the fleet.
In
addition,
total
daily
operating
expenses
were
$5,726
in
the
six
months
ended
June
30,
2023,
compared to $5,615 in the six months ended June 30, 2022,
representing a 2% increase.
Depreciation
and
amortization
of
deferred
charges.
Depreciation
and
amortization
of
deferred
charges
increased by $6.2 million, or
30%, to
$26.7 million in the
six
months
ended
June
30,
2023, compared to
$20.5
million
in
the
six
months
ended
June
30,
2022.
This
fluctuation was
attributed to
the
increased
depreciation due to the
increase in the size
of the fleet. This
was partly offset by
decreased amortization of
deferred
cost,
due
to
the
decreased
number
of
vessels
that
underwent
scheduled
drydock
and
special
surveys in the first half of 2023 compared to the same period in 2022.
11
General and
administrative expenses
. General and
administrative expenses
increased by
$0.8 million,
or
5%, to
$15.7 million
in the
six months
ended June
30, 2023,
compared to
$14.9 million
in the
six months
ended June 30, 2022. The increase was mainly
due to the increased payroll costs
and travelling expenses.
This increase was partially
offset by the decreased
compensation cost of restricted
stock resulting from the
accelerated
vesting
of
restricted
shares
of
a
board
member
who
resigned
in
May
2022
and
the
compensation cost of these shares was recorded on the date of his resignation.
Management fees to related
party.
Management fees to a related
party amounted to $0.6
million in the
six
months
ended
June
30,
2023,
compared to
$0.2
million in
the
six
months
ended
June
30,
2022. The
increase is attributable to the increased average number of vessels managed by DWM.
Interest
expense
and
finance
costs.
Interest
and
finance
costs
increased
by
$12.6
or
113%
to
$23.8
million in
the six
months ended
June 30,
2023, compared to
$11.2
million in
the six
months ended
June
30, 2022. The increase was primarily
attributable to increased average interest rates compared to
the six
months ended June 30, 2022, increased outstanding debt and finance liabilities, amounted to $542.9 and
$137.9
in
six
months
ended
June
30,
2023
as
compared
to
$410.2
and
$49.1
million,
as
of
June
30,
2022,
respectively.
This
increase
was
partly
offset
due
to
the
repurchase
of
$5.9
million
of
our
bond
during the six months ended June 30, 2023.
Interest and other income
. Interest and other income increased by $3.1 million, or 517%, to $3.7 million
in
the six
months ended
June 30,
2023, compared
to $0.6
million in
the six
months ended
June 30,
2022.
The
increase
is
mainly
attributable
to
increased
deposit
rates.
A
further
increase
was
due
to
dividend
income amounting to $0.6
million for the first half of 2023 as compared to $0.4 million for the same period
in 2022, which
is attributed to
dividend derived from
Series D preferred
shares acquired from
the sale of
vessel Melia to OceanPal.
Gain on sale
of vessels
. Gain on
sale of
vessels amounted to
$5.0 million in
the six
months ended June
30, 2023,
which is attributed
to the
sale of
vessels Aliki and
Melia during the
first quarter of
2023. There
was no disposal of vessels during the same period in 2022.
Gain on deconsolidation of
subsidiary.
Gain on deconsolidation of
subsidiary amounted to $0.8
million in
the
six
months
ended
June
30,
2023,
which
derived
from
the
deconsolidation
of
a
wholly
owned
subsidiary of our Company, named Bergen Ultra LP,
on April 28, 2023.
Gain
on
dividend distribution.
Gain
on dividend
distribution
amounted to
$0.8
million for
the
six months
ended June 30,
2023, attributed to the
gain that resulted from
the distribution of the
investment in Series
D
preferred
shares
from
the
sale
of
vessel
Melia
to
the
Company’s
common
stockholders,
being
the
difference between the fair value and the carrying value of the investment.
Gain on equity
method investment.
Gain on equity investment
amounted to $0.2 million
in the six months
ended June 30, 2023, compared
to $0.8 million
in the six months ended June 30, 2022, which is attributed
due to the
decreased gain from
the investment in
DWM. This decrease
was partially offset
due to the
gain
from the investment in Bergen Ultra.
Loss on extinguishment of debt
. Loss on extinguishment of debt amounted to $0.7 million in the six months
ended June 30, 2023, which is attributable to the loss derived from the refinancing
of our existing debt.
B.
Liquidity and Capital Resources
We
finance
our
capital
requirements
with
cash
flow
from
operations,
equity
contributions
from
shareholders,
long-term
bank
debt
and
senior
unsecured
bond.
Our
main
uses
of
funds
have
been
12
capital
expenditures
for
the
acquisition
and
construction
of
new
vessels,
expenditures
incurred
in
connection
with
ensuring
that
our
vessels
comply
with
international
and
regulatory
standards,
repayments of bank loans and repurchase of our common stock.
As
of
June
30,
2023,
and
December
31,
2022,
working
capital,
which
is
current
assets
minus
current
liabilities,
including
the
current
portion
of
long-term
debt,
amounted
to
$92.8
million
and
$9.0
million,
respectively.
Cash
and
cash
equivalents,
including restricted
cash,
was
$143.6 million
on
June
30,
2023,
and $97.4
million on December
31, 2022. Restricted cash
consists of the
minimum liquidity requirements under
our
loan
facilities.
As
of
June
30,
2023,
and
December
31,
2022,
restricted
cash,
current
and
non-current,
amounted to $20.5
million and $21.0 million,
respectively.
We consider highly liquid
investments such as
time
deposits
and
certificates
of
deposit
with
an
original
maturity
of
around
three
months
or
less
to
be
cash equivalents. Cash and cash equivalents are primarily
held in U.S. dollars.
Net Cash Provided by Operating Activities
Net cash provided by operating
activities decreased by $28.2 million, or 35%.
In 2023, net cash
provided
by
operating
activities
was
$52.6 million
compared
to
net
cash
provided
by
operating
activities
of
$80.8 million in the six months ended June
30, 2022. This decrease in cash from
operating activities was
mainly due to increased operating expenses and voyage expenses, both mainly attributed to the increase
of
the fleet.
In
addition, a
further decrease
is attributed
to the
increased net
interest paid
which derives
from the increased outstanding debt and finance liabilities
and the increased average interest rates.
Net Cash Provided by/(Used in) Investing Activities
Net cash provided by
investing activities was $5.9 million
for the six months
ended June 30, 2023, which
consists
of
$29.1
million
paid
for
vessel
acquisitions
and
improvements
due
to
new
regulations;
$18.6
million of
proceeds from the
sale of
vessels Aliki and
Melia during the
first quarter
of 2023;
$25.2 million
proceeds
from
convertible loan
with
limited
partnership;
$0.5
million
paid
to
acquire
property and
other
assets;
$0.8
million
cash
divested
from
deconsolidation
and
$7.5
million
placed
on
time
deposits
with
maturities of over three months.
Net cash
used in
investing activities
was $18.8
million for
the
six months
ended June
30, 2022,
which
consists
of
$22.7
million
paid
for
vessel
acquisitions
and
improvements
due
to
new
regulations;
$4.4
million of
proceeds advanced from
a related
party for the
sale of
Baltimore delivered to
the related
party
in September 2022; and $0.4 million used to acquire property and equipment.
Net Cash Used in Financing Activities
Net
cash
used
in
financing
activities
was
$12.2 million
for
the
six
months
ended
June
30,
2023,
which
consists of $57.7 million net proceeds relating to the refinance of our loans;
$0.1 million paid for issuance
of
common
stock;
$49.4
million
of
indebtedness
that
we
repaid;
$2.9
million
and
$15.9
million
of
dividends paid on our Series B Preferred Stock and common stock, respectively; and $1.6 million paid for
finance costs, associated with the refinancing of our loans.
Net
cash
used
in
financing
activities
was
$58.5 million
for
the
six
months
ended
June
30,
2022,
which
consists of $2.2 million net proceeds relating to the sale and leaseback transaction of Florida; $5.0 million
proceeds from issuance of common stock, net of expenses; $22.5 million of indebtedness that we repaid;
$2.9
million
and
$38.8
million
of
dividends
paid
on
our
Series
B
Preferred
Stock
and
common
stock,
13
respectively; $0.9
million paid
for repurchase
of common
stock; and
$0.5 million
of finance
costs paid
in
relation to the sale and leaseback transaction of Florida.
F-1
Page
DIANA SHIPPING INC.
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December
31, 2022
......
F-2
Unaudited Consolidated Statements of Income for the six months ended June 30,
2023 and
2022
................................
................................
................................
................................
.....
F-3
Unaudited
Consolidated
Statements
of
Comprehensive
income
for
the
six
months
ended
June 30, 2023 and 2022
................................
................................
................................
.........
F-3
Unaudited Consolidated Statements
of Stockholders' Equity
for the
six months
ended June
30, 2023 and 2022 ................................................................
................................
.................
F-4
Unaudited Consolidated Statements of Cash Flows for the six months ended June
30, 2023
and 2022
................................
................................
................................
................................
F-5
Notes to Unaudited Interim Consolidated Financial Statements
................................
.............
F-7
F-2
DIANA SHIPPING INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2023 (unaudited) and December 31, 2022
(Expressed in thousands of U.S. Dollars – except for share and per share data)
June 30, 2023
December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents
$
123,117
$
76,428
Time deposits
54,000
46,500
Accounts receivable, trade
3,294
6,126
Due from related parties (Note 2(c) and (e))
181
216
Inventories
4,640
4,545
Prepaid expenses and other assets
9,582
6,749
Total Current Assets
194,814
140,564
Fixed Assets:
Advances for vessel acquisitions (Note 3)
-
24,123
Vessels, net (Note 3)
935,664
949,616
Property and equipment, net (Note 4)
22,948
22,963
Total fixed assets
958,612
996,702
Other Noncurrent Assets
Restricted cash, non-current (Note 5)
20,500
21,000
Equity method investments (Note 2(c) and (e))
5,269
506
Investments in related party (Note 2(d))
7,744
7,744
Other non-current assets
510
101
Deferred costs
16,434
16,302
Total Non-current Assets
50,457
45,653
Total Assets
$
1,203,883
$
1,182,919
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt, net of deferred financing costs (Note 5)
$
49,428
$
91,495
Current portion of finance liabilities, net of deferred financing costs (Note 6)
9,020
8,802
Accounts payable
10,282
11,242
Due to related parties (Note 2(a))
195
136
Accrued liabilities
11,383
12,134
Deferred revenue
5,780
7,758
Dividends payable
15,965
-
Total Current Liabilities
102,053
131,567
Non-current Liabilities
Long-term debt, net of current portion and deferred financing costs (Note 5)
485,895
431,016
Finance liabilities, net of current portion and deferred financing costs (Note 6)
127,591
132,129
Other non-current liabilities
956
879
Total Noncurrent Liabilities
614,442
564,024
Commitments and contingencies (Note 7)
-
-
Stockholders' Equity
Preferred stock (Note 8)
26
26
Common stock, $
0.01
par value;
200,000,000
shares authorized and
106,437,232
and
102,653,619
issued and outstanding on June 30, 2023 and
December 31, 2022, respectively (Note 8)
1,065
1,027
Additional paid in capital
1,073,536
1,061,015
Accumulated other comprehensive income
253
253
Accumulated deficit
(587,492)
(574,993)
Total Stockholders' Equity
487,388
487,328
Total Liabilities and Stockholders' Equity
$
1,203,883
$
1,182,919
The accompanying notes are an integral part of these consolidated financial statements.
F-3
DIANA SHIPPING INC.
UNAUDITED CONSOLIDATED STATEMENTS
OF INCOME
For the six months ended June 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars – except for share and per share data)
2023
2022
REVENUES:
Time charter revenues
$
140,021
$
140,456
OPERATING EXPENSES
Voyage expenses
7,364
663
Vessel operating expenses
42,763
34,822
Depreciation and amortization of deferred charges
26,661
20,457
General and administrative expenses
15,695
14,947
Management fees to related party (Note 2(c))
647
228
Gain on sale of vessels (Note 3)
(4,995)
-
Insurance recoveries
-
(1,789)
Other operating income
(189)
(341)
Operating income, total
$
52,075
$
71,469
OTHER INCOME / (EXPENSES):
Interest expense and finance costs (Note 9)
(23,845)
(11,209)
Interest and other income
3,746
622
Loss on extinguishment of debt
(748)
-
Gain on deconsolidation of subsidiary (Note 2(e))
844
-
Gain on dividend distribution (Note 2(d))
761
-
Gain from equity method investments (Note 2(c) and (e))
244
767
Total other expenses, net
$
(18,998)
$
(9,820)
Net income
$
33,077
$
61,649
Dividends on series B preferred shares (Notes 8(b) and 10)
(2,884)
(2,884)
Net income attributable to common stockholders
$
30,193
$
58,765
Earnings per common share, basic
(Note 10)
$
0.31
$
0.76
Earnings per common share, diluted
(Note 10)
$
0.30
$
0.73
Weighted average number of common shares outstanding, basic
(Note
10)
98,489,613
77,343,851
Weighted average number of common shares outstanding, diluted
(Note
10)
99,762,411
80,308,679
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
DIANA SHIPPING INC.
UNAUDITED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
For the six months ended June 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars)
2023
2022
Net income
$
33,077
$
61,649
Other comprehensive income - Defined benefit plan
-
1
Comprehensive income
$
33,077
$
61,650
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
DIANA SHIPPING INC.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
For the six months ended June 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars – except
for share and per share data)
Preferred Stock
Series B
Preferred Stock
Series C
Preferred Stock
Series D
Common Stock
# of
Shares
Par
Value
# of
Shares
Par
Value
# of
Shares
Par
Value
# of Shares
Par
Value
Additional
Paid-in
Capital
Other
Comprehensive
Income
Accumulated
Deficit
Total Equity
BALANCE, December
31, 2021
2,600,000
26
10,675
-
400
-
84,672,258
847
982,537
71
(590,286)
393,195
Net Income
-
-
-
-
-
-
-
-
-
-
61,649
61,649
Issuance of Common
Stock
-
-
-
-
-
-
820,000
8
4,972
-
-
4,980
Issuance of Restricted
Stock and
Compensation Cost
-
-
-
-
-
-
1,470,000
15
4,916
-
-
4,931
Shares Repurchased
-
-
-
-
-
-
(191,055)
(2)
(926)
-
-
(928)
Dividends on Common
Stock
-
-
-
-
-
-
-
-
-
-
(38,839)
(38,839)
Dividends on Preferred
Stock
-
-
-
-
-
-
-
-
-
-
(2,884)
(2,884)
Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
1
-
1
BALANCE, June 30,
2022
2,600,000
$
26
10,675
$
-
400
$
-
86,771,203
$
868
$
991,499
$
72
$
(570,360)
$
422,105
BALANCE, December
31, 2022
2,600,000
$
26
10,675
$
-
400
$
-
102,653,619
$
1,027
$
1,061,015
$
253
$
(574,993)
$
487,328
Net Income
-
-
-
-
-
-
-
-
-
-
33,077
33,077
Issuance of Common
Stock (Note 8(e))
-
-
-
-
-
-
2,033,613
20
7,713
-
-
7,733
Issuance of Restricted
Stock and
Compensation Cost
(Note 8(h))
-
-
-
-
-
-
1,750,000
18
4,808
-
-
4,826
Dividends on Common
Stock (Note 8(f))
-
-
-
-
-
-
-
-
-
-
(31,931)
(31,931)
Dividends on Preferred
Stock (Note 8(b))
-
-
-
-
-
-
-
-
-
-
(2,884)
(2,884)
Dividends in Kind (Note
8(g))
-
-
-
-
-
-
-
-
-
-
(10,761)
(10,761)
BALANCE, June 30,
2023
2,600,000
$
26
10,675
$
-
400
$
-
106,437,232
$
1,065
$
1,073,536
$
253
$
(587,492)
$
487,388
The accompanying notes are an integral part of
these unaudited interim consolidated financial statements.
F-5
DIANA SHIPPING INC.
UNAUDITED CONSOLIDATED STATEMENTS
OF CASH FLOWS
For the six months ended June 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars)
2023
2022
Cash Flows from Operating Activities:
Net income
$
33,077
$
61,649
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization of deferred charges
26,661
20,457
Amortization of debt issuance costs (Note 9)
1,293
1,104
Compensation cost on restricted stock (Note 8(h))
4,826
4,931
Provision for credit loss
-
133
Dividend income (Note 2(d))
-
(100)
Gain on sale of vessels (Notes 3)
(4,995)
-
Gain on dividend distribution (Note 2(d))
(761)
-
Loss on extinguishment of debt (Note 5)
748
-
Gain on deconsolidation of subsidiary (Note 2(e))
(844)
-
Gain from equity method investments (Note 2(c) and (e))
(244)
(767)
(Increase) / Decrease
Accounts receivable, trade
2,832
(3,067)
Due from related parties
35
854
Inventories
(95)
(121)
Prepaid expenses and other assets
(2,833)
(267)
Other non-current assets
(409)
(904)
Increase / (Decrease)
Accounts payable, trade and other
(960)
858
Due to related parties
59
193
Accrued liabilities
(987)
3,029
Deferred revenue
(1,978)
1,973
Other non-current liabilities
77
(50)
Drydock cost
(2,947)
(9,068)
Net Cash Provided by Operating Activities
$
52,555
$
80,837
Cash Flows from Investing Activities:
Payments to acquire vessels and vessel improvements (Notes 3 and 2(e))
(29,125)
(22,733)
Proceeds from sale of vessels, net of expenses (Note 3)
18,603
-
Advances from related parties (Note 2(e))
-
4,400
Time deposits
(7,500)
-
Payments to acquire other assets (Note 2(e))
(216)
-
Cash divested from deconsolidation (Note 2(e))
(771)
-
Proceeds from convertible loan with limited partnership (Note 2(e))
25,189
-
Payments to acquire furniture and fixtures (Note 4)
(308)
(436)
Net Cash Provided By Investing Activities
$
5,872
$
(18,769)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt and finance liabilities (Notes 5 and 6)
57,696
2,218
Payments for issuance of common stock (Note 8(e))
(76)
4,980
Payments of dividends, preferred stock (Note 8(b))
(2,884)
(2,884)
Payments of dividends, common stock (Note 8(f))
(15,965)
(38,839)
Payments for repurchase of common stock (Note 8(e))
-
(928)
Payments of financing costs (Notes 5 and 6)
(1,656)
(513)
Repayments of long-term debt and finance liabilities (Notes 5 and 6)
(49,353)
(22,548)
Net Cash Used In Financing Activities
$
(12,238)
$
(58,514)
Cash, Cash Equivalents and Restricted Cash, Period Increase
46,189
3,554
Cash, Cash Equivalents and Restricted Cash, Beginning Balance
97,428
126,788
Cash, Cash Equivalents and Restricted Cash, Ending Balance
$
143,617
$
130,342
RECONCILIATION OF CASH, CASH EQUIVALENTS
AND RESTRICTED
CASH
Cash and cash equivalents
$
123,117
$
112,842
Restricted cash, current
-
500
Restricted cash, non-current
20,500
17,000
Cash, Cash Equivalents and Restricted Cash, Total
$
143,617
$
130,342
F-6
SUPPLEMENTAL CASH FLOW INFORMATION
Non-cash acquisition of assets (Note 3)
$
7,809
$
47,558
Non-cash Finance Liability
-
47,782
Stock issued in noncash financing activities (Note 3)
7,809
-
Non-cash investments acquired (Notes 3 and 2(d))
10,000
-
Noncash dividend (Note 8(g))
10,761
-
Transfer to Investments
-
1,370
Interest paid
$
22,523
$
8,581
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-7
1.
Basis of Presentation and General Information and Recent Accounting
Pronouncements
The
accompanying
unaudited
interim
consolidated
financial
statements
include
the
accounts
of
Diana
Shipping Inc., or DSI and its
wholly owned subsidiaries (collectively,
the “Company”). DSI was formed on
March 8, 1999
as Diana Shipping Investment Corp. under the laws of the Republic of Liberia. In February
2005,
the
Company’s
articles
of
incorporation
were
amended.
Under
the
amended
articles
of
incorporation, the Company was renamed Diana Shipping Inc. and was re-domiciled from the Republic of
Liberia to the Republic of the Marshall Islands.
The
accompanying
unaudited
interim
consolidated
financial
statements
have
been
prepared
in
accordance
with
U.S.
generally
accepted
accounting
principles,
or
U.S.
GAAP,
for
interim
financial
information.
Accordingly,
they
do
not
include
all
the
information
and
notes
required
by
U.S.
GAAP
for
complete
financial
statements.
These
unaudited
interim
consolidated
financial
statements
have
been
prepared on the
same basis and
should be read
in conjunction with
the financial statements
for the year
ended
December
31,
2022
included
in
the
Company’s
Annual
Report
on
Form
20-F
filed
with
the
Securities and
Exchange Commission on
March 27,
2023 and,
in the
opinion of
management, reflect
all
adjustments,
which
include
only
normal
recurring
adjustments
considered
necessary
for
a
fair
presentation
of
the
Company's
financial
position,
results
of
operations
and
cash
flows
for
the
periods
presented.
Operating
results
for
the
six
months
ended
June
30,
2023,
are
not
necessarily indicative
of
the results that might be expected for the fiscal year ending December
31, 2023.
The
consolidated
balance
sheet
as
of
December 31,
2022,
has
been
derived
from
the
audited
consolidated
financial
statements
as
of
that
date,
but
does
not
include
all
information
and
footnotes
required by U.S. GAAP for complete financial statements.
The Company
is engaged
in the
ocean transportation
of dry
bulk cargoes
worldwide mainly
through the
ownership
and
bareboat
charter
in
of
dry
bulk
carrier
vessels.
The
Company
operates
its
own
fleet
through
Diana
Shipping
Services
S.A.
(or
“DSS”),
a
wholly
owned
subsidiary
and
through
Diana
Wilhelmsen Management Limited, or DWM, a
50
% owned joint venture (Note 2(c)). The fees paid to DSS
are eliminated on consolidation.
Significant Accounting Policies and Recent Accounting
Pronouncements:
A discussion
of the
Company’s significant
accounting policies
can be
found in
Note 2
to the
Company’s
Consolidated
Financial
Statements
included
in
the
Annual
Report
on
Form
20-F
for
the
year
ended
December
31,
2022.
There
have
been
no
material
changes
to
these
policies
in
the
six
months
ended
June 30, 2023, except for as discussed below:
Equity method investments
Under this
method, the
Company records
such an
investment at
cost (or
fair value
if a
consequence of
deconsolidation)
and
adjusts
the
carrying
amount
for
its
share
of
the
earnings
or
losses
of
the
entity
subsequent to the date of investment and reports the recognized
earnings or losses in income.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-8
Accrued Interest Income
As
of
June
30,
2023
and December
31,
2022,
accrued interest
income amounted
to
$
1,546
and $
591
,
respectively
and
is
included
in
Prepaid expenses and other assets
in
the
accompanying
interim
consolidated balance sheets.
2.
Transactions with related parties
a)
Altair
Travel
Agency
S.A.
(“Altair”):
The
Company
uses
the
services
of
an
affiliated
travel
agent,
Altair,
which is
controlled by
the
Company’s Chairman
of the
Board. Travel
expenses for
the six
months
ended
June
30,
2023
and
2022
amounted
to
$
1,311
and
$
1,238
,
respectively,
and
are
mainly
included
in
fixed
assets,
vessel
operating
expenses
and
general
and
administrative
expenses
in
the
accompanying unaudited
interim consolidated
financial statements.
As of
June 30,
2023 and
December
31, 2022, an amount
of $
195
and $
136
, respectively,
was due to Altair,
included in due to
related parties
in the accompanying interim consolidated balance sheets.
b)
Steamship Shipbroking Enterprises Inc. or
Steamship:
Steamship is a company controlled by
our
Chairman
of
the
Board,
Mr.
Simeon
Palios
until
January
15,
2023
and
our
CEO
Mrs.
Semiramis
Paliou
thereafter.
Steamship
provides
brokerage
services
to
DSI
for
a
fixed
monthly
fee
plus
commissions on
the sale
and purchase
of vessels,
pursuant to
a Brokerage
Services Agreement
dated
February
22,
2023.
For
the
six
months
ended
June
30,
2023
and
2022,
brokerage
fees
amounted
to
$
1,950
and $
1,654
, respectively,
included in
general and
administrative expenses
in the
accompanying
unaudited interim consolidated statements of income.
For the six months ended June 30, 2023 and 2022,
the Company
also paid
commissions on
the sale
and purchase
of vessels
which amounted
to $
226
and
$
1,219
, respectively,
included in
the
cost
of vessels,
or
the gain
on the
sale of
vessels. As
of June
30,
2023 and December 31, 2022, there was
no
amount due to or from Steamship.
c)
Diana Wilhelmsen Management Limited, or DWM:
DWM is a joint venture between
Diana Ship
Management Inc., a
wholly owned subsidiary
of DSI,
and Wilhelmsen Ship
Management Holding AS,
an
unaffiliated third party,
each holding
50
% of DWM.
The DWM office
is in Athens, Greece.
As of June
30,
2023
and
December
31,
2022,
the
investment
in
DWM
amounted
to
$
708
and
$
506
,
respectively,
included in equity method investments in the
accompanying interim consolidated balance sheets. For the
six months
ended June
30, 2023
and 2022,
the investment
in DWM
resulted in
gain of
$
202
and $
767
,
respectively,
and
is
included
in
gain
from
equity
method
investments
in
the
accompanying
unaudited
interim consolidated statements of income.
DWM
provides
commercial
and
technical
management
to
six
of
the
Company’s
vessels
for
a
fixed
monthly
fee
and
a
percentage
of
the
vessels’
gross
revenues.
Management
fees
for
the
six
months
ended June 30, 2023 and 2022, amounted to
$
647
and $
228
, respectively,
and are separately presented
as management
fees to
related party
in the
accompanying unaudited interim
consolidated statements of
income. Also, for the
six months ended June 30,
2023, management fees amounting to
$
19
are included
in vessels,
net. Commissions
during the
six months
ended June
30, 2023
and 2022,
amounted to
$
194
and
$
83
respectively,
and
are
included
in
voyage
expenses.
As
of
June
30,
2023
and
December
31,
2022, there was an amount
of $
156
and $
216
due from DWM, included in
due from related parties in
the
accompanying interim consolidated balance sheets.
d)
OceanPal Inc.,
or OceanPal:
The Company
is the
holder of
500,000
Series B
Preferred Shares
and
10,000
Series
C
Convertible
Preferred
Shares
of
OceanPal.
Series B preferred shares entitle the
holder to 2,000 votes on all matters submitted to vote of the stockholders of the Company, provided
however, that the total number of votes shall not exceed 34% of the total number of votes, provided
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-9
further, that the total number of votes entitled to vote, including common stock or any other voting
security, would not exceed 49% of the total number of votes.
Series B Preferred Shares have no dividend
or distribution rights.
Series C preferred shares do not have voting rights unless related to amendments of the Articles of
Incorporation that adversely alter the preference, powers or rights of the Series C Preferred Shares or to
issue Parity Stock or create or issue Senior Stock.
Series
C
preferred
shares
have
a
liquidation
preference equal to the stated value of $
10,000
and are convertible into common stock at the Company’s
option commencing upon the
first anniversary of the
issue date, at a
conversion price equal to
the lesser
of
$
6.5
and
the
10-trading
day
trailing
VWAP
of
OceanPal’s
common
shares,
subject
to
adjustments.
Dividends
on each share of Series
C Preferred Shares are cumulative and
accrue from the original issue
date at the rate of
8
% per annum. Dividends are payable in cash or, at OceanPal’s election, in kind.
On February 1,
2023, the Company,
through a wholly
owned subsidiary,
entered into an
agreement with
OceanPal
to
sell
the
vessel
Melia
for
the
sale
price
of
$
14,000
,
of
which
$
4,000
in
cash,
paid
by
OceanPal on February
2, 2023, and
$
10,000
through the issuance
of
13,157
shares of OceanPal
Series
D Cumulative
Convertible Preferred
Stock. The
vessel was
delivered to
her new
owners on
February 8,
2023,
and
the
Company
received
13,157
Series
D
Cumulative
Convertible
Preferred
Shares.
The
Company
initially
measured
its
investment
on
Series
D
preferred
shares
at
fair
value
on
February
8,
2023,
the
issuance
date,
and
elected
to
subsequently
measure
such
investment
in
accordance
with
paragraph ASC 321-10-35-2. The fair
value of Series
D Preferred Shares
was determined through
Level
2 inputs of the fair value hierarchy by taking into consideration a third-party valuation
which was based on
the
income
approach,
taking
into
account
the
present
value
of
the
future
cash
flows
the
Company
expects to receive from holding the equity instrument.
Series D preferred shares are convertible into
common stock at the holder’s option, at a
conversion price
equal
to
the
10-trading
day
trailing
VWAP
of
OceanPal’s
common
shares,
provided
however
that
the
holder would not
beneficially own greater than
49
% of
OceanPal’s outstanding shares
of common stock.
Series D preferred shares have no voting rights
; dividends are cumulative, accruing at
the rate of
7
% per
annum, payable
in cash
or,
at OceanPal’s
election, in
PIK shares
(Series D
Preferred shares
issued to
the holder in lieu of cash dividends); and they have a liquidation
preference equal $
1,000
per share.
On
June
9,
2023,
the
Company
distributed
the
OceanPal
Series
D
Preferred
Shares
as
a
special
dividend to its shareholders of record on April 24, 2023. The Company accounted for the transaction as a
nonreciprocal
transfer
with
its
owners
in
accordance
with
ASC
845
and
measured
the
fair
value
of
the
preferred shares
on the
date of
declaration at
$
10,761
. The
fair value
of the
Series D
Preferred Shares
was determined through
Level 2
inputs of the
fair value hierarchy,
by using the
income approach, taking
into account the present value of the future cash flows, the
holder of shares would expect to receive from
holding the equity instrument. This resulted
in a gain of
$
761
, being the difference
between the fair value
and the
carrying value
of the
investment and
is separately
presented as
gain on
dividend distribution
in
the 2023 accompanying unaudited interim consolidated statement of
income.
As of June 30, 2023 and December 31,
2022, the aggregate value of investments in OceanPal, for which
the
Company
applies
the
guidance
for
equity
securities
without
readily
determinable
fair
values,
amounted to
$
7,744
and $
7,744
, respectively,
including dividends receivable
amounting to
$
168
in both
periods,
and
are
separately
presented
in
investments
in
related
parties
in
the
accompanying
interim
consolidated balance sheets. As of June 30, 2023 and December 31,
2022, the Company did not identify
any indications for impairment,
or any observable prices change for identical or similar investments of the
same issuer
and the investments continued to
qualify to be measured at
cost. For the six
months ended
June
30,
2023
and
2022, dividend
income
from the
Series
C
and
Series D
OceanPal
preferred shares
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-10
(from
the
date
of
acquisition
until
their
distribution
to
shareholders)
amounted
to
$
567
and
$
400
,
respectively,
included in
interest and
other income
in the
accompanying unaudited
interim consolidated
statements of income.
e)
Bergen Ultra LP,
or Bergen:
Bergen is a limited partnership between the Company
and Ecobulk
AS,
an
unrelated
third
party,
which
was
established
for
the
purpose
of
acquiring,
owning,
chartering
and/or operating a vessel. Bergen was
a wholly owned subsidiary of
Diana, which on February 14, 2023,
signed
a
Memorandum
of
Agreement
to
acquire
from
an
unaffiliated
third-party
the
Nord
Potomac
,
a
2016 Ultramax
dry bulk
vessel, for
$
27,900
which was
delivered on
April 10,
2023. On
March 30,
2023,
Bergen
entered
into
a
loan
agreement
with
Nordea
for
a
$
15,400
loan
to
finance
part
of
the
purchase
price of
the vessel.
On the
same date,
the Company
entered into
a corporate
guarantee with
Nordea to
secure
Bergen’s
obligations
under
the
loan
to
decrease
the
borrowing
cost
of
the
partnership,
in
exchange
for
a
fee
payable
to
Diana
by
Bergen.
On
April
28,
2023,
the
Company
entered
into
(i)
an
investment agreement with Ecobulk AS, under which Ecobulk AS acquired
75
% of the limited partnership
interests, for
$
11,025
; (ii)
an amended
limited partnership
agreement under
which the
Company acts
as
the
General Partner
of the
partnership through
its
wholly owned
subsidiary Diana
General Partner
Inc.;
(iii) an administrative service agreement
under which DSS provides
administrative services to Bergen for
an annual
fee
of $
15
; (iv)
a commission
agreement under
which the
Company is
paid a
commission of
0.8
% per
annum, on the
outstanding balance of
the loan,
as compensation for
the guarantee
it provided
to
Nordea
and
(v)
a
convertible
loan
agreement
for
$
27,900
plus
other
expenses,
with
Bergen
under
which
Bergen
would
have
to
repay
all
expenditures
made
by
the
Company
for
the
acquisition
of
the
vessel. Pursuant
to the convertible
loan, on April
28, 2023,
the Company received
from Bergen $
25,189
in cash while an
amount of $
3,675
was converted into partnership
interests in Bergen, representing
25
%
of the total partnership interests.
Upon
the
provisions
of
the
amended
partnership agreement,
the
general
partner
irrevocably
delegated
the
authority
to
Bergen’s
board
of
directors
to
have
the
power
to
oversee
and
direct
the
operations,
management and policies of Bergen. The Company evaluated its
variable interests in Bergen under ASC
810 and
concluded that
Bergen is
a VIE
and that
the Company
does not
individually have
the power
to
direct the
activities of the
VIE that most
significantly affect the
partnership’s performance. From
April 28,
2023
the
Company no
longer retains
the
power
to
control the
board
of directors.
As
of
the
same
date,
Bergen has been considered as an affiliate entity and not as a controlled subsidiary of the Company.
The
Company
accounted
for
the
deconsolidation
of
Bergen
in
accordance
with
ASC
610
and
the
retained
noncontrolling
interest
of
25
%
was
accounted
for
under
the
equity
method
due
to
the
Company’s
significant influence over Bergen.
On
the
date
of
deconsolidation,
the
Company
measured
the
fair
value
of
the
retained
noncontrolling
interest at
$
4,519
through Level
2 inputs
of the
fair value
hierarchy.
The Company
in order
to calculate
the fair value of its
25
% interest in accordance with ASC
610, took into consideration the fair
value of the
distinct
assets
and
liabilities
of
Bergen
on
the
date
of
the
deconsolidation.
This
resulted
in
a
gain
on
deconsolidation
amounting
to
$
844
,
separately presented
in
the
accompanying 2023
unaudited interim
consolidated
statement
of
income,
being
the
difference
between
the
fair
value
of
the
retained
noncontrolling interest plus the carrying value
the liabilities assumed by Bergen
and the carrying value of
the assets derecognized.
For
the
six
months
ended
June
30,
2023,
the
investment
in
Bergen
resulted
in
a
gain
of
$
42
and
is
included
in
gain
from
equity
method
investments
in
the
2023
accompanying
unaudited
interim
consolidated statement
of
income. As
of
June 30,
2023, the
investment in
Bergen
amounted to
$
4,561
and
is
included
in
equity
method
investments
in
the
accompanying
2023
consolidated
balance
sheet.
Also, for the
six months ended June
30, 2023, income from
management fees from Bergen
amounted to
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-
11
$
3
,
included
in
time
charter
revenues
and
income
from
the
commission
paid
on
the
loan
guarantee
amounted
to
$
22
,
included
in
interest
and
other
income
in
the
2023
accompanying
unaudited
interim
consolidated statement
of
income. As
of
June 30,
2023, there
was an
amount of
$
25
due from
Bergen
included in due from related parties in the 2023 accompanying consolidated
balance sheet.
3.
Advances for vessel acquisitions and Vessels, net
Vessel Acquisitions
On
January 30,
2023,
the
Company
took
delivery
of
one
Ultramax
dry
bulk
vessel
for
$
23,955
in
cash
and
2,033,613
newly
issued
common
shares,
under
the
Company’s
agreement
with
Sea
Trade,
dated
August 10, 2022. On
the date of
delivery,
the Company issued
2,033,613
common shares to Sea
Trade,
at $
0.01
par value per
share, having a fair
value of $
7,809
, based on
the closing price
of the Company’s
stock on
the date
of delivery,
determined through
Level 1
account hierarchy.
As of
December 31,
2022,
the Company had paid an amount of $
24,123
presented in advances for vessel acquisitions, being part of
the
purchase
price
for
the
acquisition
of
this
vessel
and
additional
predelivery
expenses.
This
amount
was transferred to Vessels, net on the vessel’s delivery to the Company.
On February 14, 2023, the Company signed a Memorandum of Agreement to acquire from an unaffiliated
third-party an
Ultramax dry
bulk vessel
for a
purchase price
of $
27,900
. On
April 28,
2023, the
vessel’s
ship
owning
company
was
deconsolidated
from
the
Company’s
financial
statements
due
to
the
Company’s
loss
of
control
described
in
note
2(e)
and
the
net
book
value
of
the
vessel
amounting
to
$
27,908
is included in both vessel acquisitions and vessel disposals.
Vessel Disposals
On January 23,
2023, the Company,
through a wholly
owned subsidiary,
entered into an
agreement with
an unrelated
third party
to sell
the vessel
Aliki
for $
15,080
. The
vessel was
delivered to
her new owners
on
February
8,
2023.
Additionally,
on
February
1,
2023,
the
Company,
through
a
wholly
owned
subsidiary,
entered into
an agreement
with OceanPal,
a related
party company,
to
sell the
vessel
Melia
for
$
14,000
,
of
which
$
4,000
in
cash
and
$
10,000
through
13,157
of
OceanPal
Series
D
Preferred
Shares (Note
2(d)). On
the date
of the
agreements, the
vessels, having
an aggregate
carrying value
of
$
23,198
and unamortized
deferred costs
of $
405
were classified
as held
for sale,
measured at
carrying
value which was the lower of their carrying value and fair value
(sale price) less costs to sell.
Both vessels were delivered to their new owners on February 8, 2023. The sale of the
vessels resulted in
gain
amounting
to
$
4,995
,
separately
presented as
gain
on
sale
of
vessels
in
the
accompanying
2023
unaudited interim consolidated statement of income.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-12
The
amount
reflected
in Vessels,
net
in
the
accompanying consolidated
balance sheets
is analyzed
as
follows:
Vessel Cost
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2022
$
1,141,128
$
(191,512)
$
949,616
- Additions for vessel acquisitions and improvements
61,088
-
61,088
- Vessel disposals
(39,393)
16,195
(23,198)
- Vessel disposal due to deconsolidation
of subsidiary (Note
2(e))
(27,908)
-
(27,908)
- Depreciation for the period
-
(23,934)
(23,934)
Balance, June 30, 2023
$
1,134,915
$
(199,251)
$
935,664
Additions
for
vessel
improvements
mainly
relate
to
the
implementation
of
ballast
water
treatment
and
other
works
necessary
for
the
vessels
to
comply
with
new
regulations
and
be
able
to
navigate
to
additional ports.
4.
Property and Equipment, net
The
Company
owns
the
land
and
building
of
its
principal
corporate
offices
in
Athens,
Greece.
Additionally,
DSS owns,
together with
a related
party company,
another plot
of land
in the
nearby area,
acquired for
office use.
On July
6, 2023,
DSS purchased
from the
related party
its share
in the
plot and
became
its
sole
owner
(Note
12).
Other
assets
consist
of
office
furniture
and
equipment,
computer
software and hardware
and vehicles. The
amount reflected in
“Property and equipment,
net” is analyzed
as follows:
Property and
Equipment
Accumulated
Depreciation
Net Book
Value
Balance, December 31, 2022
$
28,936
$
(5,973)
$
22,963
- Additions in property and equipment
308
-
308
- Depreciation for the period
-
(323)
(323)
Balance, June 30, 2023
$
29,244
$
(6,296)
$
22,948
5.
Long-term debt
The
amount of
long-term debt
shown in
the
accompanying consolidated
balance sheets
is
analyzed as
follows:
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-13
June 30, 2023
December 31, 2022
Senior unsecured bond
119,100
125,000
Secured long-term debt
423,749
405,120
Total long-term
debt
$
542,849
$
530,120
Less: Deferred financing costs
(7,526)
(7,609)
Long-term debt, net of deferred financing costs
$
535,323
$
522,511
Less: Current long-term debt, net of deferred financing
costs,
current
(49,428)
(91,495)
Long-term debt, excluding current maturities
$
485,895
$
431,016
Senior Unsecured Bond
:
On
June 22, 2021
, the
Company issued a
$
125,000
senior unsecured bond
maturing in
June 2026. The
bond ranks ahead of subordinated capital and ranks the
same with all other senior unsecured obligations
of
the
Company
other
than
obligations
which
are
mandatorily
preferred
by
law.
Entities
affiliated
with
executive officers
and directors of
the Company purchased
an aggregate of
$
21,000
principal amount of
the
bond.
The
bond
bears
interest
at
a
US
Dollar
fixed-rate
coupon
of
8.375
%
and
is
payable
semi-
annually in
arrears in
June and
December of
each year.
The bond
is callable
in whole
or in
part in
June
2024
at
a
price
equal
to
103.35
%
of
nominal
value;
between
June
2025
to
December
2025
at
a
price
equal to
101.675
% of nominal value and after December 2025 at a price equal to
100
% of nominal value.
On
June
29,
2023,
the
Company
repurchased
$
5,900
nominal
value
of
the
bond
for
$
5,851
.
In
this
respect, the
Company recognized
an amount
of $
159
as loss
on debt
extinguishment, representing
the
difference
between
the
reacquisition
price
of
$
5,851
and
the
net
carrying
amount
of
the
debt
being
extinguished
of
$
5,900
less
deferred
financing
fees
of
$
208
.
The
bond
includes
financial
and
other
covenants and is trading at Oslo Stock Exchange under the
ticker symbol “DIASH02”.
Secured Term Loans:
Under
the
secured term
loans
outstanding as
of June
30,
2023,
33
vessels of
the
Company’s
fleet
are
mortgaged
with
first
preferred
or
priority
ship
mortgages,
having
an
aggregate
carrying
value
of
$
714,222
.
Additional
securities
required
by
the
banks
include
first
priority
assignment
of
all
earnings,
insurances,
first
assignment
of
time
charter
contracts
that
exceed
a
certain
period,
pledge
over
the
shares
of
the
borrowers,
manager’s
undertaking
and
subordination
and
requisition
compensation
and
either
a
corporate
guarantee
by
DSI
(the
“Guarantor”)
or
a
guarantee
by
the
ship
owning
companies
(where applicable), financial covenants, as well as operating account assignments. The lenders may also
require
additional
security
in
the
future
in
the
event
the
borrowers
breach
certain
covenants
under
the
loan
agreements.
The
secured
term
loans
generally
include
restrictions
as
to
changes
in
management
and ownership
of the
vessels, additional
indebtedness, as
well as
minimum requirements
regarding hull
cover ratio and minimum liquidity per vessel owned by the borrowers, or the Guarantor,
maintained in the
bank accounts of the borrowers, or the Guarantor.
As
of
June 30,
2023
and December
31,
2022, minimum
cash
deposits required
to
be maintained
at
all
times
under
the
Company’s
loan
facilities,
amounted
to
$
20,500
and
$
21,000
,
respectively
and
are
included
in
“Restricted
cash,
non-current”
in
the
accompanying
consolidated
balance
sheets. Furthermore,
the
secured
term
loans
contain
cross
default
provisions
and
additionally
the
Company is not permitted to pay any dividends following the occurrence
of an event of default.
As of June 30, 2023, the Company had the following agreements with banks, either as a borrower or as a
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-14
guarantor, to guarantee the loans of its subsidiaries:
BNP Paribas (“BNP”):
On December 19, 2014, the Company
drew down $
53,500
under a secured loan
agreement, to
finance part of
the acquisition cost
of the
G. P.
Zafirakis
and the
P.
S. Palios
maturing on
November 30, 2021
. The agreement was refinanced on June 29,
2020, to extend the maturity to
May 19,
2024
. The loan was repayable in equal semi-annual instalments of approximately $
1,574
and a balloon of
$
23,596
payable
together
with
the
last
instalment.
The
refinanced
loan
bore
interest
at
LIBOR
plus
a
margin of
2.5
%.
On
July
16,
2018,
the
Company
drew
down
$
75,000
under
a
secured
loan
agreement
with
BNP.
The
loan was repayable in
consecutive quarterly instalments of $
1,562.5
and a balloon instalment
of $
43,750
payable together with the last instalment on
July 17, 2023
. The loan bore interest at LIBOR plus a margin
of
2.3
%.
In
April 2023,
both loans
were refinanced
through a
new loan
facility with
Danish Ship
Finance and
the
outstanding balance of
both loans, amounting
to $
75,193
was prepaid in
full and the
Company recorded
a loss on debt extinguishment amounting to $
107
.
Nordea Bank AB,
London Branch (“Nordea”):
On March
19, 2015, the
Company drew down
$
93,080
under
a
secured
loan
agreement, maturing
on
March 19, 2021
.
The
loan
agreement
was
amended on
May 7, 2020, and supplemented on July 29, 2021, with an additional borrowing of $
460
. In July 2022 and
in February 2023, the Company prepaid an amount of $
4,786
and $
8,134
, respectively, following the sale
of vessels. On June 20, 2023, the Company
entered into a new loan agreement with Nordea to refinance
the
outstanding
balance
of
the
existing
loan
amounting
to
$
20,934
.
On
June
27,
2023,
the
Company
drew down
$
22,500
and prepaid
in full
the outstanding
balance of
$
20,934
and recorded
a loss
on debt
extinguishment
amounting to
$
220
.
The
new
loan
is
repayable
in
twenty
equal
quarterly
instalments of
$
1,125
and bears interest at term SOFR plus a margin of
2.25
%. The loan matures on
June 27, 2028
.
On
September
30,
2022,
the
Company
entered
into
a
$
200
million
loan
agreement
to
finance
the
acquisition price
of
9
Ultramax vessels.
The Company
drew down
$
197,236
under the
loan, in
tranches
for each vessel on their delivery to the Company,
but prepaid $
21,937
in December 2022 due to a vessel
sale
and
leaseback
transaction.
The
loan
is
repayable
in
equal
quarterly
instalments
of
an
aggregate
amount
of
$
3,719
,
and a
balloon
of
$
100,912
payable together
with
the
last
instalment
on
October 11,
2027
. The loan bears interest at term SOFR plus a margin of
2.25
%.
ABN AMRO Bank N.V., or ABN:
On May 22, 2020, the Company signed a term loan facility with ABN, in
the
amount
of
$
52,885
to
combine
two
loans
outstanding
with
ABN.
Tranche
A
was
repayable
in
consecutive
quarterly
instalments of $
800
each and a balloon instalment of
$
9,000
payable together with
the
last
instalment
on
June 28, 2024
.
The
tranche
bore
interest
at
LIBOR
plus
a
margin
of
2.25
%.
Tranche B was repayable in equal consecutive
quarterly
instalments of about $
994
each and a balloon of
$
13,391
payable together
with the
last instalment
on
June 28, 2024
, and
bore interest
at LIBOR
plus a
margin of
2.4
%.
On
May
20,
2021, the
Company,
drew
down
$
91,000
under
a secured
sustainability linked
loan
facility
with ABN
AMRO Bank
N.V,
dated May
14, 2021,
which was
used to
refinance existing
loans. In
August
2022, the
Company prepaid $
30,791
due to
vessel sale
and leaseback
transactions and
since then,
the
loan was repayable in
quarterly
instalments of $
1,980
and a balloon of $
13,553
payable together with the
last
instalment, on
May 20, 2026
.
The loan
bore interest
at LIBOR
plus a
margin of
2.15
%
per
annum,
which
could
be
adjusted
annually
by
maximum
10
basis
points
upwards
or
downwards,
subject
to
the
performance under certain sustainability KPIs.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-15
On June 26,
2023, the Company prepaid
in full both
loans amounting to $
68,678
, which were
refinanced
under
a
new
loan
agreement
with
DNB
Bank
ASA
and
the
Company
recorded
a
loss
on
debt
extinguishment amounting to $
237
.
Export-Import Bank of China:
On January 4,
2017, the Company drew
down $
57,240
under a secured
loan
agreement,
which
is
repayable
in
equal
quarterly
instalments
of
$
954
,
each,
until
its
maturity
on
January 4, 2032
and bears interest at LIBOR plus a margin of
2.3
% (Note 12).
DNB Bank
ASA or
DNB:
On March
14, 2019,
the Company
drew down
$
19,000
under a
secured loan
agreement,
which
is
repayable
in
consecutive
quarterly
instalments
of
$
477.3
and
a
balloon
of
$
9,454
payable
together
with
the
last
instalment
on
March 14, 2024
.
The
loan
bore
interest
at
LIBOR
plus
a
margin
of
2.4
%.
On
March
14,
2023,
the
outstanding
balance
of
the
loan
amounting
to
$
11,841
was
prepaid in full and the Company recorded a loss on debt extinguishment
amounting to $
25
.
On June 26,
2023, the Company
entered into a
$
100,000
loan agreement which was
drawn on June
27,
2023,
to
refinance
the
outstanding
balance
of
the
ABN
loans
mentioned
above
and
for
working
capital
purposes.
The
loan
is
repayable
in
26
equal
quarterly
instalments
of
$
3,846
until
December
27,
2029,
and
bears
term
SOFR
plus
a
margin
of
2.2
%,
subject
to
sustainability margin
adjustment.
Additionally,
the
loan
is
subject
to
a
margin
reset,
according
to
which
the
borrowers
and
the
lenders
will
enter
into
discussions
to
agree
on
a
new
margin.
Unless
the
parties
agree
on
a
new
margin,
the
loan
will
be
mandatorily repayable
on June
27, 2027.
As part
of the
loan agreement,
on July
6, 2023,
the Company
entered
into
an
interest
rate
swap
with
DNB
for
a
notional
amount
of
$
30,000
,
being
30
%
of
the
loan
amount
and
quarterly
amortization
of
$
1,154
.
Under
the
interest
rate
swap,
the
Company
pays
a
fixed
rate
of
4.268
%
and
receives
floating
under
term
SOFR,
has
a
trade
date
on
June
27,
2023,
and
termination date on
December 27, 2029,
and also has
a mandatory break
on June 27,
2027, the margin
reset date of the loan, according to which the swap will be terminated
if the loan is prepaid.
Danish Ship
Finance A/S
or Danish:
On April
12,
2023, the
Company signed
a term
loan facility
with
Danish, for
$
100,000
to refinance
the outstanding
balance of
the Company’s
loans with
DNB Bank
ASA
and
BNP,
mentioned
above
and
working
capital.
On
April
18
and
19,
2023,
the
Company
drew
down
$
100,000
which
is
repayable
in
twenty
equal
consecutive
quarterly
instalments
of
$
3,301
each
and
a
balloon of $
33,972
payable together with the last instalment
on
April 19, 2028
, and bears interest at
term
SOFR plus a margin of
2.2
%.
As
of
June
30,
2023
and
December
31,
2022,
the
Company
was
in
compliance
with
all
of
its
loan
covenants.
As of
June 30,
2023, the
maturities of
the Company’s
bond and
debt facilities
throughout their
term, are
shown in the table below and do not include the related debt issuance
costs.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-16
Period
Principal Repayment
Year 1
$
51,783
Year 2
51,783
Year 3
170,883
Year 4
51,783
Year 5
179,229
Year 6 and
thereafter
37,388
Total
$
542,849
6.
Finance Liabilities
The amount
of finance
liabilities shown
in the
accompanying consolidated
balance sheet
is analyzed
as
follows:
June 30, 2023
December 31, 2022
Finance liabilities
137,934
142,370
Less: Deferred financing costs
(1,323)
(1,439)
Finance liabilities, net of deferred financing costs
$
136,611
$
140,931
Less: Current finance liabilities, net of deferred financing
costs,
current
(9,020)
(8,802)
Finance liabilities, excluding current maturities
$
127,591
$
132,129
On March 29, 2022, the Company sold
Florida
to an unrelated third party for $
50,000
(Note 3) and leased
back the
vessel under
a bareboat
agreement, for
a period
of
ten years
, under
which the
Company pays
hire,
monthly
in
advance.
Under
the
bareboat
charter,
the
Company
has
the
option
to
repurchase
the
vessel after the end of the third
year of the charter period, or each year
thereafter, until the termination of
the
lease,
at
specific
prices,
subject
to
irrevocable
and
written
notice
to
the
owner.
If
not
repurchased
earlier,
the
Company
has
the
obligation
to
repurchase
the
vessel
for
$
16,350
,
on
the
expiration
of
the
lease on the tenth year.
On August 17, 2022, the
Company entered into
two
sale and leaseback agreements with two
unaffiliated
Japanese
third
parties
for
New
Orleans
and
Santa
Barbara,
for
an
aggregate
amount
of
$
66,400
.
The
vessels were delivered
to their buyers
on September 8,
2022 and September 12,
2022, respectively and
the Company
chartered in
both vessels
under bareboat
charter parties for
a period
of
eight years
, each,
and has purchase options beginning at the end of the
third year of each vessel's bareboat charter period,
or
each
year
thereafter,
until
the
termination
of
the
lease,
at
specific
prices,
subject
to
irrevocable
and
written notice to the
owner.
If not repurchased earlier,
the Company has the
obligation to repurchase the
vessels for $
13,000
, each, on the expiration of each lease on the eighth year.
On December
6, 2022,
the Company
sold
DSI Andromeda
to an
unrelated third
party for
$
29,850
(Note
3)
and leased
back the
vessel
under a
bareboat agreement,
for
a period
of
ten years
,
under which
the
Company
pays
hire,
monthly
in
advance.
Under
the
bareboat
charter,
the
Company
has
the
option
to
repurchase the
vessel after
the end
of the
third year
of the
charter period,
or each
year thereafter,
until
the
termination of
the
lease, at
specific prices,
subject to
irrevocable and
written notice
to
the
owner.
If
not
repurchased
earlier,
the
Company
has
the
obligation
to
repurchase
the
vessel
for
$
8,050
,
on
the
expiration of the lease on the tenth year.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-17
Under the bareboat charter parties, the Company is responsible for the operation and maintenance of the
vessels and the
owner of the
vessels shall not
retain any control,
possession, or command of
the vessel
during the charter period.
The
Company
determined that,
under
ACS
842-40
Sale
and
Leaseback
Transactions,
the
transactions
are
failed
sales
and
consequently the
assets
were
not
derecognized from
the
financial
statements
and
the proceeds from the
sale of the vessels
were accounted for as financial
liabilities. As of June
30, 2023,
the
weighted
average
remaining
lease
term
of
the
above
lease
agreements
was
8.20
years
and
the
average interest rate was
4.83
%.
As of
June 30,
2023, and
throughout the
term of
the leases,
the Company
has annual
finance liabilities
as shown in the table below:
Period
Principal Repayment
Year 1
$
9,244
Year 2
9,606
Year 3
10,012
Year 4
10,438
Year 5
10,916
Year 6 and
thereafter
87,718
Total
$
137,934
7.
Commitments and Contingencies
a)
Various
claims, suits,
and complaints,
including those
involving government
regulations and
product
liability,
arise
in
the
ordinary
course
of
the
shipping
business.
In
addition,
losses
may
arise
from
disputes with
charterers, agents, insurance
and other
claims with
suppliers relating to
the operations
of
the
Company’s
vessels.
The
Company
accrues for
the
cost
of
environmental and
other
liabilities
when management becomes
aware that
a liability is
probable and is
able to
reasonably estimate the
probable exposure.
The Company’s
vessels are
covered for
pollution in
the amount
of $
1
billion per
vessel per incident, by the P&I Association in which the Company’s vessels
are entered.
b)
Pursuant
to
the
sale
and
lease
back
agreements
signed
between
the
Company
and
its
counterparties,
the
Company
has
purchase
obligations
to
repurchase
the
vessels
Florida,
Santa
Barbara, New
Orleans
and
DSI Andromeda
upon expiration
of their
lease contracts,
as described
in
Note 6.
c)
On March
30, 2023,
the Company
entered into
a
corporate guarantee
with Nordea
under which
the
Company
guarantees
the
performance
by
Bergen
of
all
of
its
obligations
under
the
loan
until
the
maturity of
the loan
on March 30,
2028 (Note
2(e)). The
Company considers the
likelihood of
having
to make any
payments under the
guarantee to be
remote, as the
loan is also
secured by an
account
pledge
by
Bergen,
first
preferred
mortgage
on
the
vessel,
a
first
priority
general
assignment
of
the
earnings,
insurances
and
requisition
compensation
of
the
vessel,
a
charter
party
assignment,
a
partnership interests
security deed,
and a
manager’s undertaking. Accordingly,
as of
June 30,
2023,
the Company did not record a provision for losses under the guarantee of Bergen’s loan amounting to
$
15,400
on that date.
d)
As of June
30, 2023, the
Company’s vessels,
owned and chartered-in,
were fixed under
time charter
agreements, considered operating
leases. The minimum
contractual gross charter
revenue expected
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-18
to
be
generated from
fixed
and
non
-cancelable time
charter
contracts
existing
as
of
June
30,
2023
and until their expiration was as follows:
Period
Amount
Year 1
$
159,042
Year 2
23,584
Year 3
9,454
Year 4
5,491
Total
$
197,571
8.
Capital Stock and Changes in Capital Accounts
a)
Preferred
stock
:
As
of
June
30,
2023,
and
December
31,
2022,
the
Company’s
authorized
preferred stock consists of
25,000,000
shares (all in registered form), par value $
0.01
per share, of which
1,000,000
shares
are
designated
as
Series
A
Participating
Preferred
Shares,
5,000,000
shares
are
designated as
Series B
Preferred
Shares,
10,675
shares are
designated as
Series C
Preferred Shares
and
400
shares are
designated as
Series D
Preferred Shares.
As of
June 30,
2023 and
December 31,
2022, the Company had
zero
Series A Participating Preferred Shares issued and outstanding.
b)
Series
B
Preferred
Stock:
As
of
June
30,
2023,
and
December
31,
2022,
the
Company
had
2,600,000
Series B
Preferred Shares
issued and
outstanding with
par value
$
0.01
per share,
at $
25.00
per share and with liquidation preference at $
25.00
per share.
Holders of Series B Preferred Shares have
no voting rights other than the ability, subject to certain exceptions, to elect one director if dividends for
six quarterly dividend periods (whether or not consecutive) are in arrears and certain other limited
protective voting rights.
Also, holders
of Series
B Preferred
Shares rank
prior to
the holders
of common
shares with respect to
dividends, distributions and payments upon
liquidation and are
subordinated to all
of the existing and future indebtedness.
Dividends
on
the
Series
B
Preferred
Shares
are
cumulative
from
the
date
of
original
issue
and
are
payable on the
15th day of
January,
April, July and
October of
each year at
the dividend rate
of
8.875
%
per
annum,
or
$
2.21875
per
share
per
annum.
For
the
six
months
ended
June
30,
2023
and
2022,
dividends
on
Series
B
Preferred Shares
amounted to
$
2,884
and
$
2,884
,
respectively.
Since
February
14, 2019, the
Company may redeem,
in whole or
in part, the
Series B Preferred
Shares at a
redemption
price of
$
25.00
per share
plus an
amount equal
to all
accumulated and
unpaid dividends
thereon to
the
date of redemption, whether or not declared.
c)
Series
C
Preferred
Stock
:
As
of
June
30,
2023,
and
December
31,
2022,
the
Company
had
10,675
shares
of
Series
C
Preferred
Stock,
issued
and
outstanding,
with
par
value
$
0.01
per
share,
owned by an affiliate
of its Chief Executive Officer,
Mrs. Semiramis Paliou.
The Series C Preferred Stock
votes with the common shares of the Company, and each share entitles the holder thereof to 1,000 votes
on all matters submitted to a vote of the shareholders of the Company.
The Series C Preferred Stock has
no dividend or liquidation
rights and cannot be
transferred without the consent
of the Company except to
the holder’s affiliates and immediate family members.
d)
Series D Preferred Stock
: As of June
30, 2023, and December 31,
2022, the Company had
400
shares of Series D Preferred Stock, issued and outstanding, with par value $
0.01
per share, owned by an
affiliate
of
its
Chief
Executive
Officer,
Mrs.
Semiramis
Paliou.
The
Series
D
Preferred
Stock
is
not
redeemable
and
has
no
dividend
or
liquidation
rights.
The Series D Preferred Stock vote with the
common shares of the Company, and each share of the Series D Preferred Stock entitles the holder
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-19
thereof to up to 100,000 votes, on all matters submitted to a vote of the shareholders of the Company,
subject to a maximum number of votes eligible to be cast by such holder derived from the Series D
Preferred Shares and any other voting security of the Company held by the holder to be equal to
the lesser of (i) 36% of the total number of votes entitled to vote on any matter put to shareholders of the
Company and (ii) the sum of the holder’s aggregate voting power derived from securities other than the
Series D Preferred Stock and 15% of the total number of votes entitled to be cast on matters put to
shareholders of the Company.
The
Series
D
Preferred
Stock
is
transferable
only
to
the
holder’s
immediate family members and to affiliated persons or entities.
e)
Issuance
of Common
Shares:
On
January 30,
2023, the
Company issued
2,033,613
common
shares, at
$
3.84
, to
Sea Trade
upon exercise
by Sea
Trade
of a
warrant it
held for
the acquisition
of a
vessel
(Note
3).
The
Company did
no
t
receive
any
proceeds
from
the
exercise
of
the
warrants by
Sea
Trade and the exercise price of the shares issued was included in the price of the vessels
acquired.
f)
Dividend on Common Stock:
On March 20,
2023, the Company paid
a dividend on its
common
stock
of
$
0.15
per
share,
or
$
15,965
,
to
its
shareholders
of
record
as
of
March
13,
2023.
On
May
26,
2023, the Company declared a dividend on
its common stock of $
0.15
per share, or $
15,965
, payable on
July 10,
2023 in
shares of
common stock
or,
upon the
election of
common shareholders,
in cash,
to all
shareholders of record as of June 12, 2023 (Note 12).
g)
Dividend in
Kind:
On
June 9,
2023, the
Company distributed
the
Company’s investment
in the
Series D
Preferred Shares
of OceanPal
in the
form of
a stock
dividend amounting
to $
10,761
, or
$
0.10
per share, to its shareholders of record as of April 24, 2023 (Notes 2(d) and
3).
h)
Incentive Plan:
On February 22, 2023,
the Company’s Board of
Directors approved the award of
1,750,000
shares
of
restricted
common
stock
to
executive
management
and
non-executive
directors,
pursuant to the Company’s
Equity Incentive Plan, as annual
bonus. The restricted shares have
a vesting
period of
three years
and their
fair value
amounted to
$
7,945
.
As of
June 30,
2023,
13,444,759
shares
remained reserved for issuance according to the Company’s incentive plan.
Restricted stock during the six months ended June 30, 2023 and
2022 is analyzed as follows:
Number of Shares
Weighted Average
Grant Date Price
Outstanding at December 31, 2021
9,514,649
$
2.83
Granted
1,470,000
4.15
Vested
(3,118,060)
2.84
Outstanding at June 30, 2022
7,866,589
$
3.06
Outstanding at December 31, 2022
7,866,589
$
3.07
Granted
1,750,000
4.54
Vested
(2,822,753)
3.05
Outstanding at June 30, 2023
6,793,836
$
3.45
The
fair
value
of
the
restricted
shares
has
been
determined
with
reference
to
the
closing
price
of
the
Company’s
stock
on
the
date
such
awards
were
approved
by
the
Company’s
board
of
directors.
The
aggregate
compensation
cost
is
recognized
ratably
in
the
consolidated
statement
of
income
over
the
respective
vesting
periods.
During
the
six
months
ended
June
30,
2023
and
2022,
compensation
cost
amounted to
$
4,826
and $
4,931
, respectively,
and is
included in
“General and
administrative expenses”
presented in the accompanying unaudited interim consolidated statements
of income.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-20
As
of
June
30,
2023
and
December
31,
2022,
the
total
unrecognized
cost
relating
to
restricted
share
awards was
$
19,992
and $
16,873
, respectively.
As of
June 30,
2023, the
weighted-average period over
which
the
total
compensation
cost
related
to
non-vested
awards
not
yet
recognized
is
expected
to
be
recognized is
2.33
years.
9.
Interest and Finance Costs
The amounts in the accompanying consolidated statements of income
are analyzed as follows:
For the six months ended June 30,
2023
2022
Interest expense, debt
$
18,929
$
9,410
Finance liabilities interest expense
3,420
580
Amortization of debt and finance liabilities issuance costs
1,293
1,104
Loan and other expenses
203
115
Interest expense and finance costs
$
23,845
$
11,209
10.
Earnings per Share
All common
shares issued
(including the
restricted shares
issued under
the Company’s
incentive plans)
are
the
Company’s
common
stock
and
have
equal
rights
to
vote
and
participate
in
dividends.
The
calculation of basic earnings per share does not treat the non-vested shares (not considered participating
securities) as
outstanding until the
time/service-based vesting restriction
has lapsed.
Incremental shares
are the number
of shares assumed
issued under the
treasury stock method
weighted for the
periods the
non-vested shares
were outstanding.
During the six
months ended
June 30,
2023 and
2022, there were
1,272,798
and
2,964,828
incremental
shares,
respectively,
included
in
the
denominator
of
the
diluted
earnings per share calculation.
Profit attributable to common equity holders is adjusted by the amount of dividends on Series B Preferred
Stock as follows:
For the six months ended June 30,
2023
2022
Net income
$
33,077
$
61,649
Dividends on series B preferred shares
(2,884)
(2,884)
Net income attributable to common stockholders
$
30,193
$
58,765
Weighted average number of common shares, basic
98,489,613
77,343,851
Incremental shares
1,272,798
2,964,828
Weighted average number of common shares, diluted
99,762,411
80,308,679
Earnings/(loss) per share, basic
$
0.31
$
0.76
Earnings/(loss) per share, diluted
$
0.30
$
0.73
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-21
11.
Financial Instruments and Fair Value Disclosures
Interest rate risk and concentration of credit risk
Financial instruments,
which potentially
subject the
Company to
significant concentrations
of credit
risk,
consist
principally
of
cash
and
trade
accounts
receivable.
The
ability
and
willingness
of
each
of
the
Company’s counterparties to perform their
obligations under a contract depend upon a
number of factors
that
are
beyond
the
Company’s
control
and
may
include,
among
other
things,
general
economic
conditions,
the
state
of
the
capital
markets,
the
condition
of
the
shipping
industry
and
charter
hire
rates. The Company’s credit risk with financial institutions is limited as it has temporary cash investments,
consisting
mostly
of
deposits,
placed
with
various
qualified
financial
institutions
and
performs
periodic
evaluations of the relative credit
standing of those financial institutions.
The Company limits its credit
risk
with
accounts
receivable
by
performing
ongoing
credit
evaluations
of
its
customers’
financial
condition
and by receiving payments of hire in
advance. The Company, generally,
does not require collateral for its
accounts receivable and does not have any agreements to
mitigate credit risk.
During the
six months
ended June
30, 2023
and 2022, charterers
that individually accounted
for
10
% or
more of the Company’s time charter revenues were as follows:
For the six months ended June 30,
Charterer
2023
2022
Cargill International SA
16%
18%
Koch Shipping PTE LTD.
Singapore
*
15%
*Less than 10%
The
Company
is
exposed
to
interest
rate
fluctuations
associated
with
its
variable
rate
borrowings.
On
July 6, 2023, the
company entered into an
interest rate swap with
DNB (Notes 5 and
12) to manage part
of such exposure.
Fair value of assets and liabilities
The
carrying
values
of
financial
assets
reflected
in
the
accompanying
consolidated
balance
sheet
approximate their
respective fair
values due
to the
short-term nature
of these
financial instruments.
The
fair
value
of
long-term
bank
loans
with
variable
interest
rates
approximates
the
recorded
values,
generally due to their variable interest rates.
Fair value measurements disclosed
As of June 30, 2023,
the Bond having a fixed interest
rate and a carrying value of
$
119,100
(Note 5) had
a
fair
value
of
$
117,760
determined
through
the
Level
1
input
of
the
fair
value
hierarchy
as
defined
in
FASB guidance for Fair Value Measurements.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-22
Other Fair value measurements
Description (in thousands of US Dollars)
December 31, 2022
Quoted Prices in
Active Markets
(Level 1)
Non-recurring fair value measurements
Long-lived assets held for use (1)
$
67,909
$
67,909
Total
non-recurring fair value
measurements
67,909
67,909
June 30, 2023
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Non-recurring fair value measurements
Equity method investments (2)
$
4,519
$
$
4,519
Long-lived assets held for use (3)
7,809
7,809
Total
non-recurring fair value
measurements
$
12,328
$
7,809
$
4,519
(1)
During
the
fourth
quarter
of
2022,
the
Company
took
delivery
of
eight
vessels
under
its
master
agreement with
Sea Trade,
acquired for
the purchase
price of
$
263,719
, of
which $
195,810
was
paid in
cash and
$
67,909
was paid
through newly
issued common
stock (Note
3). The
fair value
of
the
common
shares
issued
to
Sea
Trade
was
determined
based
on
the
closing
price
of
the
Company’s shares on
the date of
delivery of each vessel,
which was also the
date of issuance
of
such shares.
(2)
On
April 28,
2023, the
Company
estimated that
the
fair
value of
its
25
%
interest in
Bergen was
$
4,519
,
determined
through
the
Level
2
inputs
of
the
fair
value
hierarchy,
as
defined
in
FASB
guidance
for
Fair
Value
Measurements,
and
recorded
a
gain
of
$
844
,
being
the
difference
between the
fair value
of the
retained noncontrolling interest
plus the
carrying value the
liabilities
assumed by Bergen and the carrying value of the assets derecognized
(Note 2(e)).
(3)
On January
30, 2023.
the Company took
delivery of
one vessel
under its
master agreement
with
Sea
Trade,
acquired
for
the
purchase
price
of
$
31,764
of
which
$
23,955
was
paid
in
cash
and
$
7,809
was
paid
through
newly
issued
common
stock
(Note
3).
The
fair
value
of
the
common
shares issued to
Sea Trade was
determined based on the
closing price of the
Company’s shares
on the date of delivery of each vessel, which was also the date
of issuance of such shares.
12.
Subsequent Events
a)
Property
Acquisition:
On
July
6,
2023,
DSS
acquired
from
Alpha
Sigma
Shipping
Corp,
a
related party with which they jointly
owned a plot of land, the
share owned by the related party
for
€
1.1
million, or $
1,208
and DSS became the sole owner of the land (Note 4).
b)
Common
Stock
Dividends
:
On
July
10,
2023,
the
Company
paid
$
12,424
in
cash
to
its
shareholders
who
elected
to
receive
cash
and
issued
965,044
new
common
shares
and
distributed
to
its
shareholders
who
elected
to
receive
shares,
as
payment
for
the
dividend
declared
on
May
26,
2023
(Note
8(f).
On
August
1,
2023, the
Company
declared
a
dividend
of
$
0.15
per share
payable in cash
and shares to
all shareholders of
record as
of August 14,
2023.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Expressed in thousands of U.S. Dollars – except share, per share data,
unless otherwise stated)
F-23
O
n
September
8,
2023,
the
Company
paid
$
13,041
in
cash
to
its
shareholders
who
elected
to
receive
cash
and
distributed
831,672
newly
issued
common
shares
to
its
shareholders
who
elected to receive shares, as payment for the dividend declared.
c)
Series B
Preferred Stock Dividends:
On July 17,
2023, the Company
paid a
quarterly dividend
on its series B preferred stock,
amounting to $
0.5546875
per share, or $
1,442
, to its stockholders
of record as of July 14, 2023.
d)
Loan
Refinancing:
On
July
19,
2023,
the
Company
entered
into
a
refinancing
agreement
with
Export-Import Bank of China for the purpose of replacing
LIBOR with term SOFR.