Foreign Filer Report • Sep 26, 2023
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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 September2023 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 endedJune 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, 2023By:/s/ Ioannis Zafirakis Ioannis Zafirakis Chief Financial Officer
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.
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Fleet Employment (As of September 25, 2023)
VESSELSISTERGROSS RATEDELIVERY DATEREDELIVERY DATE TO
COM*CHARTERERSTO*NOTES
BUILT DWTSHIPS(USD PER DAY)CHARTERERS**OWNERS****
9 Ultramax Bulk Carriers
1DSI PhoenixA13,2505.00%ASL Bulk Marine Limited04/Nov/224/Mar/2024 - 4/May/2024| 2017 60,456 | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2DSI Pollux | | A | 17,000 | 5.00%Delta Corp Shipping Pte. | Ltd. | 27/Oct/22 | 27/Dec/2023 - 27/Feb/2024 | |
| 2015 60,446 | | | | | | | | |
| 3DSI Pyxis | | A | 17,100 | 4.75%Cargill Ocean Transportation | | 16/Oct/22 | 28/Aug/2023 | |
| | | | | | Singapore Pte. Ltd. | | | |
| 2018 60,362 | | | 14,250 | 5.00%ASL Bulk Marine Limited | | 24/Sep/23 | 10/Oct/2024 - 10/Dec/2024 | 1 |
| 4DSI Polaris | | A | 13,100 | 5.00%ASL Bulk Marine Limited | | 12/Nov/22 | 12/May/2024 - 12/Jul/2024 | 2 |
| 2018 60,404 | | | | | | | | |
| 5DSI Pegasus | | A | 14,000 | 5.00%Reachy Shipping (SGP) Pte. | | 07/Dec/22 | 15/Jul/2024 - 15/Sep/2024 | |
| 2015 60,508 | | | | | Ltd. | | | |
| 6DSI Aquarius | | B | 14,200 | 5.00% | Engelhart CTP Freight | 01/Feb/23 | 10/Jan/2024 - 25/Mar/2024 | |
| 2016 60,309 | | | | | (Switzerland) SA | | | |
| 7DSI Aquila | | B | 13,300 | 5.00%Western Bulk Carriers AS | | 22/Nov/22 | 10/Oct/2023 - 15/Nov/2023 | 3 |
| 2015 60,309 | | | | | | | | |
| 8DSI Altair | | B | 13,800 | 5.00%Western Bulk Carriers AS | | 23/Jun/23 | 10/Aug/2024 - 10/Oct/2024 | |
| 2016 60,309 | | | | | | | | |
| 9DSI 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 | | | | |
| 10ARTEMIS | | | 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., | | 29/Jan/23 | 1/Mar/2024 - 30/Apr/2024 | |
| 2010 81,297 | | | | | Geneva | | | |
| 12 | SELINA | C | 12,000 | 4.75%Cargill International S.A., | | 20/May/23 | 15/Sep/2024 - 15/Nov/2024 | |
| 2010 75,700 | | | | | Geneva | | | |
| 13 | MAERA | C | 12,000 | 4.75%Cargill International S.A., | | 16/Dec/22 | 28/Oct/2023 - 28/Dec/2023 | |
| 2013 75,403 | | | | | Geneva | | | |
| 14 | ISMENE | | 14,000 | 5.00%ST Shipping and Transport | Pte. Ltd. | 10/Jan/23 | 25/Aug/2023 | |
| 2013 77,901 | | | 12,650 | 5.00%Paralos Shipping Pte., Ltd. | | 13/Sep/23 | 15/Apr/2025 - 30/Jun/2025 | |
| 15CRYSTALIA | | D | 12,500 | 5.00%Reachy Shipping (SGP) Pte. | | 08/Nov/22 | 06/Sep/23 | |
| 2014 77,525 | | | 11,250 | 5.00% | Ltd. | 06/Sep/23 | 20/Feb/2024 - 20/Apr/2024 | |
| 16ATALANDI | | 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 | |
| 18MYRSINI | | E | 15,000 | 5.00% | Salanc Pte. Ltd. | 22/Nov/22 | 20/Apr/2024 - 28/Jun/2024 | |
| 2010 82,117 | | | | | | | | |
| 19MEDUSA | | 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 | |
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21ASTARTE15,0005.00%Reachy Shipping (SGP) Pte.29/Apr/231/Aug/2024 - 1/Oct/2024
2013 81,513Ltd.
22LEONIDAS P. C.17,0004.75%Cargill International S.A.,17/Mar/2317/Feb/2024 - 17/Apr/20248
2011 82,165Geneva
5 Post-Panamax Bulk Carriers
23ALCMENE13,0005.00%SwissMarine Pte. Ltd.,02/Jan/2310/Jan/2024 - 25/Mar/2024
2010 93,193Singapore
24AMPHITRITEF14,2505.00%Cobelfret S.A., Luxemburg09/Nov/221/Dec/2023 - 15/Feb/2024
2012 98,697
25POLYMNIAF15,0005.00%Cobelfret S.A., Luxemburg14/Jan/231/Apr/2024 - 31/May/20249
2012 98,704
26ELECTRAG14,5005.00%Cobelfret S.A., Luxemburg13/Apr/231/Jun/2024 - 1/Aug/2024
2013 87,150
27PHAIDRAG12,2504.75%Aquavita International S.A.09/May/231/Sep/2024 - 15/Nov/2024
2013 87,146| | | | 10 Capesize Bulk Carriers | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 28SEMIRIO | H | 19,700 | 5.00%C Transport Maritime Ltd., | | 15/Dec/21 | 18/Aug/23 | |
| | | | | Solebay Shipping CapeBermuda | | | |
| 2007 174,261 | | 14,150 | 5.00% | Company Limited, Hong | 18/Aug/23 | 20/Nov/2024 - 30/Jan/2025 | |
| 29BOSTON | H | 17,000 | 5.00%ST Shipping and Transport | | 06/May/23 | 15/Jul/2024 - 15/Oct/2024 | |
| 2007 177,828 | | | | Pte. Ltd. | | | |
| 30HOUSTON | H | 13,000 | 5.00% | EGPN Bulk Carrier Co., | 21/Nov/22 | 1/Jul/2024 - 31/Aug/2024 | |
| 2009 177,729 | | | | Limited | | | |
| 31NEW YORK | H | 16,000 | 5.00% | SwissMarine Pte. Ltd., | 11/Jun/23 | 1/Oct/2024 - 7/Dec/2024 | |
| 2010 177,773 | | | | Singapore | | | |
| 32SEATTLE | I | 26,500 | 5.00% | Company Limited, HongSolebay Shipping Cape | 02/Mar/22 | 28/Sep/2023 - 15/Oct/2023 | 3 |
| 2011 179,362 | | | | Kong | | | |
| 33P. S. PALIOS | I | 31,000 | 5.00% | Classic Maritime Inc. | 11/Jun/22 | 15/Apr/2024 - 30/Jun/2024 | |
| 2013 179,134 | | | | | | | |
| 34G. P. ZAFIRAKIS | J | 17,000 | 5.00% | Company Limited, HongSolebay Shipping Cape | 12/Jan/23 | 15/Jun/2024 - 15/Aug/2024 | |
| 2014 179,492 | | | | Kong | | | |
| 35SANTA BARBARA | J | 21,250 | 5.00%Smart Gain Shipping Co., | | 07/May/23 | 10/Oct/2024 - 10/Dec/2024 | 10 |
| 2015 179,426 | | | | Limited | | | |
| 36NEW ORLEANS | | 32,000 | 5.00% | Engelhart CTP Freight | 25/Mar/22 | 20/Nov/2023 - 31/Jan/2024 | 10 |
| 2015 180,960 | | | | (Switzerland) SA | | | |
| 37FLORIDA | | 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 | | | | |
| 38LOS ANGELES | K | 17,700 | 5.00%Nippon Yusen Kabushiki | 15/Jan/23 | 20/May/2024 - 5/Aug/2024 | |
|---|---|---|---|---|---|---|
| 2012 206,104 | Kaisha, Tokyo | |||||
| 39PHILADELPHIA | K | 26,000 | 5.00%C Transport Maritime Ltd., | 12/Apr/22 | 1/Feb/2024 - 15/Apr/2024 | |
| 2012 206,040 | Bermuda | |||||
| 40SAN FRANCISCO | L | 22,000 | 5.00% | SwissMarine Pte. Ltd., | 18/Feb/23 | 5/Jan/2025 - 5/Mar/2025 |
| 2017 208,006 | Singapore | |||||
| 41NEWPORT NEWS | L | 28,000 | 5.00% | Koch Shipping Pte. Ltd., | 16/Dec/21 | 01/Jul/23 |
| 23,500 | 5.00% | Singapore | 01/Jul/23 | 20/Sep/23 | ||
| 2017 208,021 | 20,000 | 5.00%Nippon Yusen Kabushiki | 20/Sep/23 | 10/Mar/2025 - 10/Jun/2025 | ||
| Kaisha, Tokyo |
*** 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.
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**** 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.
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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:
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For the six months ended June 30,
20232022| 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:| | 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
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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.
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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.
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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 $0.8million 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
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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,
12
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.
13
DIANA SHIPPING INC.
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Page 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, 2023F-5 and 2022 ................................ ................................ ................................ ................................
Notes to Unaudited Interim Consolidated Financial Statements ................................ .............F-7
F-1
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, 2023December 31, 2022| 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, $ | 0.01par value; | 200,000,000 | shares authorized and | |||||
| 106,437,232 | and102,653,619 | 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-2
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)
20232022| 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 |
| 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-3
DIANA SHIPPING INC. UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFor the six months ended June 30, 2023 and 2022 (Expressed in thousands of U.S. Dollars – except for share and per share data)
Preferred StockPreferred StockPreferred Stock
Series BSeries CSeries DCommon Stock| | # of | Par | # of | Par | # of | Par | | Par | AdditionalPaid-in | Comprehensive | Other | Accumulated | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Shares | Value | Shares | Value | Shares | Value | # of Shares | Value | Capital | Income | | 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------820,00084,972--4,980
Issuance of Restricted Stock and Compensation Cost------1,470,000154,916--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))Issuance of Restricted | - | - | - | - | - | -2,033,613 | 20 | 7,713 | - | - | 7,733 |
| Stock andCompensation 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 PreferredStock (Note 8(b)) | ||||||||||||
| Dividends in Kind (Note | - | - | - | - | - | - | - | - | - | - | ( 2,884 ) | ( 2,884 ) |
| 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-4
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)
20232022| 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 Balance97,428126,788
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-current20,50017,000
Cash, Cash Equivalents and Restricted Cash, Total$143,617$130,342
F-5
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 |
F-6
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)
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.
F-7
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)
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.
F-8
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)
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
F-9
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)
(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
F-10
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)
$ 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.
F-11
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)
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.
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
F-12
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)
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
F-13
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)
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.
F-14
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)
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.
F-15
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)
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
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.
F-16
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)
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
F-17
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)
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
F-18
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)
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.
F-19
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)
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.
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
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
F-20
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)
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.
F-21
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)
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
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.(1)
F-22
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)
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.
F-23
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