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Transactions with related parties | 6 Months Ended
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Jun. 30, 2023
Transactions with related parties |
Transactions with related parties | 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 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 (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 $ 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.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI https://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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