FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November 2005
DIANA SHIPPING INC.
(Translation of registrant's name into English)
Diana Shipping Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 1 is a management's
discussion and analysis of the results of Diana Shipping Inc. (the "Company")
for the third quarter of 2005. This analysis shall be read together with the
Company's earnings release for the third quarter which was issued and filed with
the Securities and Exchange Commission on Form 6-K on October 28, 2005. For
convenience, the Company's Interim Unaudited Consolidated Statements of Income
and Balance Sheet Data and Other Financial Data are repeated in this Report on
Form 6-K as Exhibit 2. Please also be sure to read the Cautionary Statement
Regarding Forward Looking Statements contained in this Report on Form 6-K as
Exhibit 3.
Exhibit 1
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Three months ended September 30, 2005 compared to the three months ended
September 30, 2004
Voyage and Time Charter Revenues. Voyage and time charter revenues increased by
$10.6 million, or 70%, to $25.8 million for the three months ended September 30,
2005, compared to $15.2 million for the same period in 2004. This increase is
primarily attributable to an increase in the daily charter hire rates payable
under our time charters and an increase in the number of operating days that we
achieved. The increase in operating days during the three months ended September
30, 2005 resulted primarily from the enlargement of our fleet following the
delivery of the Protefs in August 2004, the Calipso, the Pantelis SP in February
2005 and the Clio in May 2005. For the three months ended September 30, 2005, we
had total operating days of 891 and a fleet utilization of 99.9%, compared to
580 total operating days and a fleet utilization of 99.7% for the same period in
2004.
Voyage Expenses. Voyage expenses increased by $0.5 million, or 45%, to $1.6
million for the three months ended September 30, 2005, compared to $1.1 million
for the same period in 2004. This increase is attributable to increased
commissions paid to third party brokers and our fleet manager. Commissions paid
during the three month periods ended September 30, 2005 and 2004 to our fleet
manager amounted to $0.5 million and $0.3 million, respectively, and commissions
paid to unaffiliated ship brokers and in-house brokers associated with
charterers amounted to $1.2 million and $0.7 million, respectively. The increase
in commissions resulted primarily from improved trading conditions and charter
hire rates and the increase in operating days during the three months ended
September 30, 2005, which increased the amount of revenues that we reported.
Vessel Operating Expenses. Vessel operating expenses increased by $1.3 million,
or 48%, to $4.0 million for the three months ended September 30, 2005, compared
to $2.7 million for the same period in 2004. This increase in vessel operating
expenses was the result of the increased number of ownership days resulting from
our acquisitions of the Protefs, the Calipso, the Pantelis SP and the Clio.
Daily vessel operating expenses decreased by $271, or 6%, to $4,397 for the
three months ended September 30, 2005 compared to $4,668 for the same period in
2004. This decrease is attributable to the delivery of the Protefs in August
2004, which resulted to increased purchases of consumables including stores and
spares in 2004. This decrease in 2005 has been offset by an overall increase in
wages paid to officers and crews and to increased repairs and maintenance costs
due to the scheduled surveys of the Nirefs and the Alcyon in August 2005. Also
part of the decrease has been offset by the addition to our fleet in February
2005 of the Pantelis SP, a Capesize vessel that is significantly larger than our
other vessels and therefore costlier to operate.
Depreciation and Amortization of Deferred Charges. Depreciation and amortization
charges increased by $1.3 million, or 100%, to $2.6 million for the three months
ended September 30, 2005, compared to $1.3 million for the same period in 2004.
This increase is the result of the increase in the number of our vessels and
ownership days during the three months ended September 30, 2005.
Management Fees. Management fees increased by $0.3 million, or 150%, to $0.5
million for the three months ended September 30, 2005, compared to $0.2 million
for the same period in 2004. Part of the increase is attributable to the
increased number of vessels under management that increased the ownership days
and another part of the increase is due to the increase in monthly management
fees per vessel from $12,000 to $15,000 in November 2004.
Interest and Finance Cost. Interest and finance cost decreased by $0.4 million,
or 57%, to $0.3 million for the three month period ended September 30, 2005,
compared to $0.7 million for the same period in 2004. The decrease is due to our
not having incurred interest expenses during the third quarter of 2005 after
repayment of our credit facilities in March 2005. Interest and finance costs
during the three months ended September 30, 2005 consist of commitment fees
incurred in respect of the credit facility we maintain with RBS and other legal
expenses. Interest and finance costs for the three months ended September 30,
2004 mainly consist of interest expenses of $0.5 million and the change in fair
value of financial instruments amounting to approximately $0.2 million.
Nine months ended September 30, 2005 compared to
the nine months ended September 30, 2004
Voyage and Time Charter Revenues. Voyage and time charter revenues increased by
$33.7 million, or 74%, to $79.1 million for the nine months ended September 30,
2005, compared to $45.4 million for the same period in 2004. This increase is
primarily attributable to an increase in the daily charter hire rates payable
under our time charters and an increase in the number of operating days that we
achieved. The increase in operating days during the nine months ended September
30, 2005 resulted primarily from the enlargement of our fleet following the
delivery of the Protefs in August 2004, which was fully operating during the
nine months of 2005, the delivery of the Calipso and the Pantelis SP in February
2005 and the delivery of the Clio in May 2005. For the nine months ended
September 30, 2005, we had total operating days of 2,480 and a fleet utilization
of 99.7%, compared to 1,670 total operating days and a fleet utilization of
99.8% for the same period in 2004.
Voyage Expenses. Voyage expenses increased by $2.1 million, or 68%, to $5.2
million for the nine months ended September 30, 2005, compared to $3.1 million
for the same period in 2004. This increase is attributable to increased
commissions paid to third party brokers and our fleet manager. Commissions paid
during the nine month periods ended September 30, 2005 and 2004 to our fleet
manager amounted to $1.6 million and $0.9 million, respectively, and commission
paid to unaffiliated ship brokers and in-house brokers associated with
charterers amounted to $3.6 million and $2.1 million, respectively. The increase
in commissions resulted primarily from improved trading conditions and charter
hire rates and an increase in operating days during the nine months ended
September 30, 2005, which increased the amount of revenues that we reported.
Vessel Operating Expenses. Vessel operating expenses increased by $3.9 million,
or 57%, to $10.7 million for the nine months ended September 30, 2005, compared
to $6.8 million for the same period in 2004. This increase in vessel operating
expenses was primarily the result of the increased number of ownership days
resulting from our acquisitions of the Protefs, the Calipso, the Pantelis SP and
the Clio, which led to an increase in our crew and related costs, as well as
greater expenses associated with consumables and repairs and maintenance. Daily
vessel operating expenses increased by $200, or 5%, to $4,242 for the period
ended September 30, 2005 compared to $4,042 for the same period in 2004. This
increase is primarily attributable to an overall increase in wages paid to
officers and crews and to increased repairs and maintenance costs due to the
scheduled surveys of the Nirefs and the Alcyon in August 2005. The increase is
also attributable to the addition to our fleet in February 2005 of the Pantelis
SP, a Capesize vessel that is significantly larger than our other vessels and
therefore costlier to operate. The overall increase in daily vessel operating
expenses for the nine months ended September 30, 2005 was offset with a decrease
in consumables stores and spares which for the nine months ended September 30,
2004 increased due to the addition in the fleet of the Protefs that resulted in
increased purchases to stock the vessel.
Depreciation and Amortization of Deferred Charges. Depreciation and amortization
of deferred charges increased by $3.0 million, or 89%, to $7.0 million for the
nine months ended September 30, 2005, compared to $3.7 million for the same
period in 2004. This increase is primarily the result of the increase in the
number of our vessels and ownership days during the nine months ended September
30, 2005, following our acquisition of the Pantelis SP in February 2005 and the
deliveries of the Protefs, the Calipso and the Clio in August 2004, February
2005 and May 2005, respectively.
Management Fees. Management fees increased by $0.5 million, or 71%, to $1.2
million for the nine months ended September 30, 2005, compared to $0.7 million
for the same period in 2004. This increase was attributable to the increased
number of vessels under management following our acquisition of the Pantelis SP
in February 2005 and the deliveries of the Protefs, the Calipso and the Clio in
August 2004, February 2005 and May 2005, respectively. Part of the increase is
also due to the increase in monthly management fees per vessel from $12,000 to
$15,000 in November 2004.
Interest and Finance Cost. Interest and finance cost increased by $0.8 million,
or 57%, to $2.2 million for the nine month period ended September 30, 2005,
compared to $1.4 million for the same period in 2004. The net increase in
interest and finance cost primarily resulted from finance costs incurred in
connection with our existing credit facility and other breaking costs relating
to our repayment of our previous credit facilities repaid with a portion of the
net proceeds of our initial public offering in March 2005. Interest expense
decreased by $0.3 million, or 23%, to $1.0 million in the nine months ended
September 30, 2005, compared to $1.3 million in the nine months ended September
30, 2004.
Exhibit 2
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DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Expressed in thousands of U.S. Dollars, except share, per day and fleet data
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2005 2004 2005 2004
---------------------------- ----------------------------
(unaudited) (unaudited)
REVENUES:
Voyage and time charter revenues $ 25,802 $ 15,221 $ 79,099 $ 45,387
EXPENSES:
Voyage expenses 1,551 1,056 5,189 3,087
Vessel operating expenses 4,045 2,717 10,668 6,767
Depreciation and amortization of deferred charges 2,629 1,278 6,967 3,666
Management fees 450 228 1,245 660
General and administrative expenses 734 373 2,447 1,357
Foreign currency losses/(gains) (11) 8 (29) 2
------------ ------------ ------------ ------------
Operating income 16,404 9,561 52,612 29,848
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES):
Interest and finance costs (257) (689) (2,162) (1,408)
Interest Income 297 36 665 73
------------ ------------ ------------ ------------
Total other income (expenses), net 40 (653) (1,497) (1,335)
------------ ------------ ------------ ------------
Net Income $ 16,444 $ 8,908 $ 51,115 $ 28,513
============ ============ ============ ============
Earnings per common share, basic and diluted $ 0.41 $ 0.32 $ 1.40 $ 1.03
============ ============ ============ ============
Weighted average number of common shares,
basic and diluted 40,000,000 27,625,000 36,554,945 27,625,000
============ ============ ============ ============
BALANCE SHEET DATA
September 30, December 31,
2005 2004
-------------------- ------------------
(unaudited)
ASSETS
Cash and cash equivalents $ 29,984 $ 1,758
Other current assets 2,107 1,791
Advances for vessels under construction and
acquisitions and other vessel costs 4,435 19,234
Vessels' net book value 232,218 132,853
Other non-current assets 1,949 -
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Total assets $ 270,693 $ 155,636
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities, including current portion of long term debt $ 4,657 $ 11,344
Long-term debt, net of current portion - 85,168
Other non-current liabilities 276 72
Total stockholders' equity 265,760 59,052
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Total liabilities and stockholders' equity $ 270,693 $ 155,636
========== ==========
OTHER FINANCIAL DATA (unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
----------------------------- -----------------------------
(unaudited) (unaudited)
Net cash from operating activities $ 17,381 $ 10,647 $ 57,664 $ 33,060
Net cash used in investing activities (4,470) (16,921) (91,487) (25,739)
Net cash from/(used in) financing activities (21,600) (3,257) 62,049 (6,101)
Exhibit 3
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Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this document may constitute forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage companies to
provide prospective information about their business. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements, which
are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
"believe," "except," "anticipate," "intends," "estimate," "forecast," "project,"
"plan," "potential," "will," "may," "should," "expect" "pending and similar
expressions identify forward-looking statements.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections.
In addition to these important factors, other important factors that, in our
view, could cause actual results to differ materially from those discussed in
the forward-looking statements include the strength of world economies and
currencies, general market conditions, including fluctuations in charter rates
and vessel values, changes in demand for dry bulk shipping capacity, changes in
our operating expenses, including bunker prices, drydocking and insurance costs,
the market for our vessels, availability of financing and refinancing, changes
in governmental rules and regulations or actions taken by regulatory
authorities, potential liability from pending or future litigation, general
domestic and international political conditions, potential disruption of
shipping routes due to accidents or political events, vessels breakdowns and
instances of off-hires and other factors. Please see our filings with the
Securities and Exchange Commission for a more complete discussion of these and
other risks and uncertainties.
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: November 2, 2005 By: /s/ Anastassis Margaronis
--------------------------
Anastassis Margaronis
President
23159.0003 #614377