UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 20-F
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|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
for the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number _____________________________-
OR
|_| SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report .................
For the transition period from to
DIANA SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Diana Shipping Inc.
(Translation of Registrant's name into English)
Marshall Islands
(Jurisdiction of incorporation or organization)
16, Pentelis Str., 175 64 P. Faliro, Athens, Greece
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common share, $0.01 par value New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common share, $0.01 par value New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
|_| Yes |X| No
If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
|_| Yes |X| No
Note-Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the
close of the period covered by the annual report:
As of December 31, 2005, there were 45,000,000 shares of the
registrant's Common Shares outstanding.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer"
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_| Non-Accelerated filer |_|
Indicate by check mark which financial statement item the registrant has elected
to follow. |_| Item 17 |X| Item 18
If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
|_| Yes |X| No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST
FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
|_| Yes |X| No
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS.....................................................3
PART I.........................................................................4
Item 1. Identity of Directors, Senior Management and Advisers.............4
Item 2. Offer Statistics and Expected Timetable...........................4
Item 3. Key Information...................................................4
Item 4. Information on the Company........................................6
Item 5. Operating and Financial Review and Prospects.....................28
Item 6 Directors, Senior Management and Employees.......................40
Item 7 Major Shareholders and Related Party Transactions................44
Item 8. Financial information............................................46
Item 9. Listing Details..................................................47
Item 10. Additional Information...........................................48
Item 11. Quantitative and Qualitative Disclosures about Market Risk.......51
Item 12. Description of Securities Other than Equity Securities...........52
PART II.......................................................................53
Item 13. Defaults, Dividend Arrearages and Delinquencies..................53
Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds..............................................53
Item 15. Controls and Procedures..........................................53
Item 16A. Audit Committee Financial Expert.................................53
Item 16B. Code of Ethics...................................................53
Item 16C. Principal Accountant Fees and Services...........................53
Item 16D. Exemptions from the Listing Standards for Audit Committees.......54
Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers............................................54
PART III......................................................................55
Item 17. Financial Statements.............................................55
Item 18. Financial Statements.............................................55
Item 19. Exhibits.........................................................55
FORWARD-LOOKING STATEMENTS
Diana Shipping Inc., or 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. This document and any other written or oral statements made by us
or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. The words
"believe", "except," "anticipate," "intends," "estimate," "forecast," "project,"
"plan," "potential," "will," "may," "should," "expect" and similar expressions
identify forward-looking statements.
Please note in this annual report, "we", "us", "our", "The Company", all refer
to Diana Shipping Inc. and its subsidiaries.
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, 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 and matters discussed elsewhere herein,
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, fluctuations in currencies and interest rates,
general market conditions, including fluctuations in charter hire rates and
vessel values, changes in demand in the dry-bulk shipping industry, changes in
the Company's operating expenses, including bunker prices, drydocking and
insurance costs, 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, and other
important factors described from time to time in the reports filed by the
Company with the Securities and Exchange Commission.
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
A. Selected Financial Data
The following table sets forth our selected consolidated financial data and
other operating data. The selected consolidated financial data in the table as
of December 31, 2001, 2002, 2003, 2004 and 2005 and for the five year periods
ended December 31, 2005 are derived from our audited consolidated financial
statements and notes thereto which have been prepared in accordance with U.S.
generally accepted accounting principles ("US GAAP") and have been audited by
Ernst & Young (Hellas) Certified Auditors Accountants S.A. ("Ernst & Young"),
independent registered public accounting firm. The following data should be read
in conjunction with Item 5. "Operating and Financial Review and Prospects", the
consolidated financial statements, related notes and other financial information
included elsewhere in this annual report.
As of and for the
Year Ended December 31,
2001 2002 2003 2004 2005
------------ ------------ ------------- ------------- -------------
(in thousand of US dollars,
except for share and per share data and average daily results)
Income Statement Data:
Voyage and time charter revenues ......... $ 11,359 $ 11,942 $ 25,277 $ 63,839 $ 103,104
Voyage expenses .......................... 1,494 946 1,549 4,330 6,480
Vessel operating expenses ................ 3,432 3,811 6,267 9,514 14,955
Depreciation and amortization ............ 2,347 3,004 3,978 5,087 9,943
Management fees .......................... 456 576 728 947 1,731
Executive management services and rent ... 1,363 1,404 1,470 1,528 455
General and administrative expenses ...... 70 140 123 300 2,871
Foreign currency losses (gains) .......... (17) 5 20 3 (30)
------------ ------------ ------------- ------------- -------------
Operating income ......................... 2,214 2,056 11,142 42,130 66,699
------------ ------------ ------------- ------------- -------------
Interest and finance costs ............... (2,690) (2,001) (1,680) (2,165) (2,731)
Interest income .......................... 84 21 27 136 1,022
Gain on vessel's sale .................... -- -- -- 19,982 --
------------ ------------ ------------- ------------- -------------
Net income (loss) ........................ $ (392) $ 76 $ 9,489 $ 60.083 $ 64,990
============ ============ ============= ============= =============
Basic earnings (loss) per share .......... $ (0.11) $ 0.02 $ 0.37 $ 2.17 $ 1.72
============ ============ ============= ============= =============
Weighted average basic shares outstanding 3,683,333 4,297,161 25,340,596 27,625,000 37,765,753
============ ============ ============= ============= =============
Diluted earnings (loss) per share ........ $ (0.11) $ 0.00 $ 0.37 $ 2.17 $ 1.72
============ ============ ============= ============= =============
Weighted average diluted shares
outstanding .......................... 3,683,333 18,416,667 25,340,596 27,625,000 37,765,753
============ ============ ============= ============= =============
Dividends declared per share ............. $ -- $ 0.06 $ -- $ 1.85 $ 1.60
============ ============ ============= ============= =============
Balance Sheet Data:
Cash and cash equivalents ................ $ 1,310 $ 1,867 $ 7,441 $ 1,758 $ 21,230
Total current assets ..................... 3,229 3,347 9,072 3,549 26,597
Total assets ............................. 83,498 79,947 134,494 155,636 341,949
Total current liabilities ................ 5,536 5,863 9,107 11,344 4,667
Long-term debt (including current portion) 57,646 53,810 82,628 92,246 12,859
Total stockholders' equity ............... 23,118 23,482 48,441 59,052 324,158
Cash Flow Data:
Net cash flow provided by operating
activities ........................... $ 5,131 $ 5,451 $ 15,218 $ 47,379 $ 69,256
Net cash flow used in investing activities (53,011) -- (52,723) (11,778) (169,241)
Net cash flow provided by (used in)
financing activities ..................... 47,993 (4,894) 43,079 (41,284) 119,457
Fleet Data: (1)
Average number of vessels (2) ............ 3.2 4.0 5.1 6.3 9.6
Number of vessels at end of period ....... 4.0 4.0 6.0 7.0 12.0
Weighted average age of fleet at end of
period (in years) .................... 0.8 1.8 2.9 3.4 3.8
Ownership days (3) ....................... 1,155 1,460 1,852 2,319 3,510
Available days (4) ....................... 1,139 1,460 1,852 2,319 3,471
Operating days (5) ....................... 1,126 1,459 1,845 2,315 3,460
Fleet utilization (6) .................... 98.9% 99.9% 99.6% 99.8% 99.7%
Average Daily Results: (1)
Time charter equivalent (TCE) rate (7) ... $ 8,661 $ 7,532 $ 12,812 $ 25,661 $ 27,838
Daily vessel operating expenses (8) ...... 2,971 2,610 3,384 4,103 4,261
----------
(1) The fleet data and average daily results presented above do not give effect
to our sale of the Amfitrite. In October 2004, prior to the delivery of the
Amfitrite to us, we entered into a memorandum of agreement to sell the
vessel to Orthos Shipping Corporation, an unaffiliated third party, upon
its delivery to us for a total purchase price of $42.0 million. We elected
to sell the Amfitrite rather than include it in our operating fleet in
order to take advantage of strong market conditions and to sell the vessel
at a favorable price. In November 2004, we took delivery of the Amfitrite
from the shipyard and thereupon delivered the vessel to the buyer. Because
we did not operate the Amfitrite prior to the sale, and because we took
possession of the vessel only for the purposes of redelivering it to the
buyer, we do not consider the vessel to have been part of our fleet or
financial statements.
(2) 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.
(3) 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.
(4) 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. The
shipping industry uses available days to measure the number of days in a
period during which vessels should be capable of generating revenues.
(5) 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.
(6) 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 amount 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.
(7) Time charter equivalent rates, or TCE rates, are defined as our voyage and
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 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. The following table reflects the calculation of our TCE rates
for the periods presented.
Year Ended December 31,
-------------------------------------------------------------
2001 2002 2003 2004 2005
--------- --------- --------- --------- ---------
(in thousands of US dollars, except for
TCE rates, which are expressed in US dollars, and available days)
Voyage and time charter revenues . $ 11,359 $ 11,942 $ 25,277 $ 63,839 $ 103,104
Less: voyage expenses ............ (1,494) (946) (1,549) (4,330) (6,480)
--------- --------- --------- --------- ---------
Time charter equivalent revenues . $ 9,865 $ 10,996 $ 23,728 $ 59,509 $ 96,624
========= ========= ========= ========= =========
Available days ................... 1,139 1,460 1,852 2,319 3,471
Time charter equivalent (TCE) rate $ 8,661 $ 7,532 $ 12,812 $ 25,661 $ 27,838
(8) 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.
B. Capitalization and Indebtedness
Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
D. Risk factors
Some of the following risks relate principally to the industry in which we
operate and our business in general. Other risks relate principally to the
securities market and ownership of our common stock. The occurrence of any of
the events described in this section could significantly and negatively affect
our business, financial condition, operating results or cash available for
dividends or the trading price of our common stock.
Industry Specific Risk Factors
Charter hire rates for dry bulk carriers may decrease in the future, which may
adversely affect our earnings
The dry bulk shipping industry is cyclical with attendant volatility in charter
hire rates and profitability. The degree of charter hire rate volatility among
different types of dry bulk carriers has varied widely. Charter hire rates for
Panamax and Capesize dry bulk carriers have declined from their historically
high levels. Because we generally charter our vessels pursuant to short-term
time charters, we are exposed to changes in spot market rates for dry bulk
carriers and such changes may affect our earnings and the value of our dry bulk
carriers at any given time. We cannot assure you that we will be able to
successfully charter our vessels in the future or renew existing charters at
rates sufficient to allow us to meet our obligations or to pay dividends to our
stockholders. Because the factors affecting the supply and demand for vessels
are outside of our control and are unpredictable, the nature, timing, direction
and degree of changes in industry conditions are also unpredictable.
Factors that influence demand for vessel capacity include:
o demand for and production of dry bulk products;
o global and regional economic and political conditions;
o the distance dry bulk is to be moved by sea; and
o changes in seaborne and other transportation patterns.
The factors that influence the supply of vessel capacity include:
o the number of newbuilding deliveries;
o port and canal congestion;
o the scrapping rate of older vessels;
o vessel casualties; and
o the number of vessels that are out of service.
We anticipate that the future demand for our dry bulk carriers will be dependent
upon continued economic growth in the world's economies, including China and
India, seasonal and regional changes in demand, changes in the capacity of the
global dry bulk carrier fleet and the sources and supply of dry bulk cargo to be
transported by sea. The capacity of the global dry bulk carrier fleet seems
likely to increase and there can be no assurance that economic growth will
continue. Adverse economic, political, social or other developments could have a
material adverse effect on our business and operating results.
The market values of our vessels may decrease, which could limit the amount of
funds that we can borrow under our credit facility
The fair market values of our vessels have generally experienced high
volatility. The market prices for secondhand Panamax and Capesize dry bulk
carriers have declined from historically high levels. You should expect the
market value of our vessels to fluctuate depending on general economic and
market conditions affecting the shipping industry and prevailing charter hire
rates, competition from other shipping companies and other modes of
transportation, types, sizes and age of vessels, applicable governmental
regulations and the cost of newbuildings. If the market value of our fleet
declines, we may not be able to draw down the full amount of our credit facility
and we may not be able to obtain other financing or incur debt on terms that are
acceptable to us or at all.
The market values of our vessels may decrease, which could cause us to breach
covenants in our credit facility and adversely affect our operating results
We believe that the market value of our fleet is in excess of amounts required
under our credit facility. However, if the market values of our vessels, which
have declined from historically high levels, decrease, we may breach some of the
covenants contained in the financing agreements relating to our indebtedness at
the time, including covenants in our credit facility. If we do breach such
covenants and we are unable to remedy the relevant breach, our lenders could
accelerate our debt and foreclose on our fleet. In addition, if the book value
of a vessel is impaired due to unfavorable market conditions or a vessel is sold
at a price below its book value, we would incur a loss that could adversely
affect our operating results.
World events could affect our results of operations and financial condition
Terrorist attacks such as those in New York on September 11, 2001 and in London
on July 7, 2005 and the continuing response of the United States to these
attacks, as well as the threat of future terrorist attacks in the United States
or elsewhere, continues to cause uncertainty in the world's financial markets
and may affect our business, operating results and financial condition. The
continuing conflict in Iraq may lead to additional acts of terrorism and armed
conflict around the world, which may contribute to further economic instability
in the global financial markets. These uncertainties could also adversely affect
our ability to obtain additional financing on terms acceptable to us or at all.
In the past, political conflicts have also resulted in attacks on vessels,
mining of waterways and other efforts to disrupt international shipping,
particularly in the Arabian Gulf region. Acts of terrorism and piracy have also
affected vessels trading in regions such as the South China Sea. Any of these
occurrences could have a material adverse impact on our operating results,
revenues and costs.
Our operating results are subject to seasonal fluctuations, which could affect
our operating results and the amount of available cash with which we can pay
dividends
We operate our vessels in markets that have historically exhibited seasonal
variations in demand and, as a result, in charter hire rates. This seasonality
may result in quarter-to-quarter volatility in our operating results, which
could affect the amount of dividends that we pay to our stockholders from
quarter to quarter. The dry bulk carrier market is typically stronger in the
fall and winter months in anticipation of increased consumption of coal and
other raw materials in the northern hemisphere during the winter months. In
addition, unpredictable weather patterns in these months tend to disrupt vessel
scheduling and supplies of certain commodities. As a result, our revenues have
historically been weaker during the fiscal quarters ended June 30 and September
30, and, conversely, our revenues have historically been stronger in fiscal
quarters ended December 31 and March 31. While this seasonality has not
materially affected our operating results, it could materially affect our
operating results and cash available for distribution to our stockholders as
dividends in the future.
Rising fuel prices may adversely affect our profits
While we generally do not bear the cost of fuel (bunkers) under our charters,
fuel is a significant, if not the largest, expense in our shipping operations
when vessels are under voyage charter. Changes in the price of fuel may
adversely affect our profitability. The price and supply of fuel is
unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by OPEC
and other oil and gas producers, war and unrest in oil producing countries and
regions, regional production patterns and environmental concerns. Further, fuel
may become much more expensive in the future, which may reduce the profitability
and competitiveness of our business versus other forms of transportation, such
as truck or rail.
We are subject to international safety regulations and the failure to comply
with these regulations may subject us to increased liability, may adversely
affect our insurance coverage and may result in a denial of access to, or
detention in, certain ports
The operation of our vessels is affected by the requirements set forth in the
United Nations' International Maritime Organization's International Management
Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The
ISM Code requires shipowners, ship managers and bareboat charterers to develop
and maintain an extensive "Safety Management System" that includes the adoption
of a safety and environmental protection policy setting forth instructions and
procedures for safe operation and describing procedures for dealing with
emergencies. The failure of a shipowner or bareboat charterer to comply with the
ISM Code may subject it to increased liability, may invalidate existing
insurance or decrease available insurance coverage for the affected vessels and
may result in a denial of access to, or detention in, certain ports. As of the
date of this annual report, each of our vessels is ISM code-certified.
Maritime claimants could arrest one or more of our vessels, which could
interrupt our cash flow
Crew members, suppliers of goods and services to a vessel, shippers of cargo and
other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek
to obtain security for its claim by arresting a vessel through foreclosure
proceedings. The arrest or attachment of one or more of our vessels could
interrupt our cash flow and require us to pay large sums of money to have the
arrest or attachment lifted. In addition, in some jurisdictions, such as South
Africa, under the "sister ship" theory of liability, a claimant may arrest both
the vessel which is subject to the claimant's maritime lien and any "associated"
vessel, which is any vessel owned or controlled by the same owner. Claimants
could attempt to assert "sister ship" liability against one vessel in our fleet
for claims relating to another of our vessels.
Governments could requisition our vessels during a period of war or emergency,
resulting in a loss of earnings
A government could requisition one or more of our vessels for title or for hire.
Requisition for title occurs when a government takes control of a vessel and
becomes her owner, while requisition for hire occurs when a government takes
control of a vessel and effectively becomes her charterer at dictated charter
rates. Generally, requisitions occur during periods of war or emergency,
although governments may elect to requisition vessels in other circumstances.
Although we would be entitled to compensation in the event of a requisition of
one or more of our vessels, the amount and timing of payment would be uncertain.
Government requisition of one or more of our vessels may negatively impact our
revenues and reduce the amount of cash we have available for distribution as
dividends to our stockholders.
Company Specific Risk Factors
We are dependent on short-term time charters in a volatile shipping industry and
a decline in charter hire rates would affect our results of operations and
ability to pay dividends
We charter our vessels primarily pursuant to short-term time charters, although
we have also entered into time charters in excess of 18 months for five of our
vessels and we may in the future employ additional vessels on longer term time
charters. Currently, four of our vessels are employed on time charters scheduled
to expire within the next six months, at which time we expect to enter into new
charters for those vessels. Although dependence on short-term time charters is
not unusual in the dry bulk shipping industry, the short-term time charter
market is highly competitive and spot market charter hire rates (which affect
time charter rates) may fluctuate significantly based upon available charters
and the supply of, and demand for, seaborne shipping capacity. While our focus
on the short-term time charter market may enable us to benefit in periods of
increasing charter hire rates, we must consistently renew our charters and this
dependence makes us vulnerable to declining charter rates. As a result of the
volatility in the dry bulk carrier charter market, we may not be able to employ
our vessels upon the termination of their existing charters at their current
charter hire rates. The dry bulk carrier charter market is volatile, and in the
past short-term time charter and spot market charter rates for dry bulk carriers
have declined below operating costs of vessels. We cannot assure you that future
charter hire rates will enable us to operate our vessels profitably or to pay
you dividends.
Our earnings may be adversely affected if we are not able to take advantage of
favorable charter rates
We charter our dry bulk carriers to customers primarily pursuant to short-term
time charters that range in duration from 12 days to 12 months. However, we have
also entered into time charters in excess of 18 months for five of our vessels.
We may in the future extend the charter periods for additional vessels in our
fleet. While we believe that longer-term charters provide us with relatively
stable cash flows and higher utilization rates than shorter-term charters, our
vessels that are committed to longer-term charters may not be available for
employment on short-term charters during periods of increasing short-term
charter hire rates when these charters may be more profitable than long-term
charters.
We cannot assure you that our board of directors will declare dividends
Our policy is to declare quarterly distributions to stockholders by each
February, May, August and November substantially equal to our available cash
from operations during the previous quarter after cash expenses and reserves for
scheduled drydockings, intermediate and special surveys and other purposes as
our board of directors may from time to time determine are required, after
taking into account contingent liabilities, the terms of our credit facility,
our growth strategy and other cash needs and the requirements of Marshall
Islands law. The declaration and payment of dividends, if any, will always be
subject to the discretion of our board of directors. The timing and amount of
any dividends declared will depend on, among other things, our earnings,
financial condition and cash requirements and availability, our ability to
obtain debt and equity financing on acceptable terms as contemplated by our
growth strategy and provisions of Marshall Islands law affecting the payment of
dividends. The international dry bulk shipping industry is highly volatile, and
we cannot predict with certainty the amount of cash, if any, that will be
available for distribution as dividends in any period. Also, there may be a high
degree of variability from period to period in the amount of cash that is
available for the payment of dividends.
We may incur expenses or liabilities or be subject to other circumstances in the
future that reduce or eliminate the amount of cash that we have available for
distribution as dividends, including as a result of the risks described in this
section of the annual report. Our growth strategy contemplates that we will
finance the acquisition of additional vessels through a combination of debt and
equity financing on terms acceptable to us. If financing is not available to us
on acceptable terms, our board of directors may determine to finance or
refinance acquisitions with cash from operations, which would reduce or even
eliminate the amount of cash available for the payment of dividends.
Marshall Islands law generally prohibits the payment of dividends other than
from surplus (retained earnings and the excess of consideration received for the
sale of shares above the par value of the shares) or while a company is
insolvent or would be rendered insolvent by the payment of such a dividend. We
may not have sufficient surplus in the future to pay dividends. We can give no
assurance that dividends will be paid in the amounts anticipated in this annual
report or at all.
We may have difficulty managing our planned growth properly
In 2005, we took delivery of five vessels, two new building Panamax dry bulk
carriers, two secondhand Panamax dry bulk carriers and one secondhand Capesize
dry bulk carrier. In January 2006, we took delivery of one additional new built
Panamax dry bulk carrier. The addition of these vessels to our fleet has
resulted in a significant increase of the size of our fleet and has imposed
significant additional responsibilities on our management and staff. While we
expect our fleet to grow further, this may require us to increase the number of
our personnel. We will also have to increase our customer base to provide
continued employment for the new vessels. In addition, our acquisition of our
fleet manager, on April 1, 2006, has imposed further requirements upon our
management and staff.
Our future growth will primarily depend on our ability to:
o locate and acquire suitable vessels;
o identify and consummate acquisitions or joint ventures;
o enhance our customer base;
o manage our expansion; and
o obtain required financing on acceptable terms.
Growing any business by acquisition presents numerous risks, such as undisclosed
liabilities and obligations, the possibility that indemnification agreements
will be unenforceable or insufficient to cover potential losses and difficulties
associated with imposing common standards, controls, procedures and policies,
obtaining additional qualified personnel, managing relationships with customers
and integrating newly acquired assets and operations into existing
infrastructure. We cannot give any assurance that we will be successful in
executing our growth plans or that we will not incur significant expenses and
losses in connection with our future growth.
We cannot assure you that we will be able to borrow amounts under our credit
facility and restrictive covenants in our credit facility may impose financial
and other restrictions on us
We entered into a secured revolving credit facility with The Royal Bank of
Scotland Plc in February 2005, which we have already used and intend to use in
the future to finance future vessel acquisitions and our working capital
requirements. Our ability to borrow amounts under the credit facility is subject
to the execution of customary documentation relating to the facility, including
security documents, satisfaction of certain customary conditions precedent and
compliance with terms and conditions included in the loan documents. Prior to
each drawdown, we are required, among other things, to provide the lender with
acceptable valuations of the vessels in our fleet confirming that the vessels in
our fleet have a minimum value and that the vessels in our fleet that secure our
obligations under the facility are sufficient to satisfy minimum security
requirements. To the extent that we are not able to satisfy these requirements,
including as a result of a decline in the value of our vessels, we may not be
able to draw down the full amount under the credit facility without obtaining a
waiver or consent from the lender. We will also not be permitted to borrow
amounts under the facility if we experience a change of control.
The credit facility also imposes operating and financial restrictions on us.
These restrictions may limit our ability to, among other things:
o pay dividends or make capital expenditures if we do not repay amounts
drawn under our credit facility, if there is a default under the
credit facility or if the payment of the dividend or capital
expenditure would result in a default or breach of a loan covenant;
o incur additional indebtedness, including through the issuance of
guarantees;
o change the flag, class or management of our vessels;
o create liens on our assets;
o sell our vessels;
o enter into a time charter or consecutive voyage charters that have a
term that exceeds, or which by virtue of any optional extensions may
exceed, thirteen months;
o merge or consolidate with, or transfer all or substantially all our
assets to, another person; and
o enter into a new line of business.
Therefore, we may need to seek permission from our lender in order to engage in
some corporate actions. Our lender's interests may be different from ours and we
cannot guarantee that we will be able to obtain our lender's permission when
needed. This may limit our ability to pay dividends to you, finance our future
operations, make acquisitions or pursue business opportunities.
We cannot assure you that we will be able to refinance indebtedness incurred
under our credit facility
We intend to finance our future vessel acquisitions initially with secured
indebtedness drawn under our credit facility. While we intend to refinance
amounts drawn under our credit facility with the net proceeds of future equity
offerings, we cannot assure you that we will be able to do so on terms that are
acceptable to us or at all. If we are not able to refinance these amounts with
the net proceeds of equity offerings on terms acceptable to us or at all, we
will have to dedicate a portion of our cash flow from operations to pay the
principal and interest of this indebtedness. If we are not able to satisfy these
obligations, we may have to undertake alternative financing plans. The actual or
perceived credit quality of our charterers, any defaults by them, and the market
value of our fleet, among other things, may materially affect our ability to
obtain alternative financing. In addition, debt service payments under our
credit facility or alternative financing may limit funds otherwise available for
working capital, capital expenditures and other purposes. If we are unable to
meet our debt obligations, or if we otherwise default under our credit facility
or an alternative financing arrangement, our lender could declare the debt,
together with accrued interest and fees, to be immediately due and payable and
foreclose on our fleet, which could result in the acceleration of other
indebtedness that we may have at such time and the commencement of similar
foreclosure proceedings by other lenders.
Purchasing and operating secondhand vessels may result in increased operating
costs and reduced fleet utilization
While we have the right to inspect previously owned vessels prior to our
purchase of them and we intend to inspect all secondhand vessels that we acquire
in the future, such an inspection does not provide us with the same knowledge
about their condition that we would have if these vessels had been built for and
operated exclusively by us. A secondhand vessel may have conditions or defects
that we were not aware of when we bought the vessel and which may require us to
incur costly repairs to the vessel. These repairs may require us to put a vessel
into drydock which would reduce our fleet utilization. Furthermore, we usually
do not receive the benefit of warranties on secondhand vessels.
In the highly competitive international shipping industry, we may not be able to
compete for charters with new entrants or established companies with greater
resources
We employ our vessels in a highly competitive market that is capital intensive
and highly fragmented. Competition arises primarily from other vessel owners,
some of whom have substantially greater resources than we do. Competition for
the transportation of dry bulk cargo by sea is intense and depends on price,
location, size, age, condition and the acceptability of the vessel and its
operators to the charterers. Due in part to the highly fragmented market,
competitors with greater resources could enter the dry bulk shipping industry
and operate larger fleets through consolidations or acquisitions and may be able
to offer lower charter rates and higher quality vessels than we are able to
offer.
We may be unable to attract and retain key management personnel and other
employees in the shipping industry, which may negatively impact the
effectiveness of our management and results of operations
Our success depends to a significant extent upon the abilities and efforts of
our management team. We have entered into employment contracts with our Chairman
and Chief Executive Officer, Mr. Simeon Palios, our Chief Financial Officer and
Treasurer, Mr. Andreas Michalopoulos, our President, Mr. Anastassis Margaronis,
our Vice President and Head of Corporate Development Mr. Konstantinos
Koutsomitopoulos and our Vice President, Mr. Ioannis Zafirakis. Our success will
depend upon our ability to retain key members of our management team and to hire
new members as may be necessary. It is noted that Mr. Konstantinos
Koutsomitopoulos, resigned from the position of Chief Financial Officer and
Treasurer and was replaced by Mr. Andreas Michalopoulos effective March 8, 2006.
The loss of any of these individuals if we are not able to retain qualified
replacements could adversely affect our business prospects and financial
condition. Difficulty in hiring and retaining replacement personnel could have a
similar effect. We do not currently, nor do we intend to, maintain "key man"
life insurance on any of our officers.
Risks associated with operating ocean-going vessels could affect our business
and reputation, which could adversely affect our revenues and stock price
The operation of ocean-going vessels carries inherent risks. These risks include
the possibility of:
o marine disaster;
o environmental accidents;
o cargo and property losses or damage;
o business interruptions caused by mechanical failure, human error, war,
terrorism, political action in various countries, labor strikes or
adverse weather conditions; and
o piracy.
Any of these circumstances or events could increase our costs or lower our
revenues. The involvement of our vessels in an environmental disaster may harm
our reputation as a safe and reliable vessel owner and operator.
The shipping industry has inherent operational risks that may not be adequately
covered by our insurance
We procure insurance for our fleet against risks commonly insured against by
vessel owners and operators. Our current insurance includes hull and machinery
insurance, war risks insurance and protection and indemnity insurance (which
includes environmental damage and pollution insurance). We can give no assurance
that we are adequately insured against all risks or that our insurers will pay a
particular claim. Even if our insurance coverage is adequate to cover our
losses, we may not be able to timely obtain a replacement vessel in the event of
a loss. Furthermore, in the future, we may not be able to obtain adequate
insurance coverage at reasonable rates for our fleet. We may also be subject to
calls, or premiums, in amounts based not only on our own claim records but also
the claim records of all other members of the protection and indemnity
associations through which we receive indemnity insurance coverage for tort
liability. Our insurance policies also contain deductibles, limitations and
exclusions which, although we believe are standard in the shipping industry, may
nevertheless increase our costs.
The aging of our fleet may result in increased operating costs in the future,
which could adversely affect our earnings
In general, the cost of maintaining a vessel in good operating condition
increases with the age of the vessel. As of December 31, 2005, the twelve
vessels in our operating fleet had a weighted average age of 3.8 years. After
delivery of the newly built Panamax dry bulk carrier in January 2006, our
combined fleet consists of twelve Panamax dry bulk carriers and one Capesize dry
bulk carrier that have a combined carrying capacity of 1.1 million dwt and a
weighted average age of 3.8 years as of March 2006. As our fleet ages, we will
incur increased costs. Older vessels are typically less fuel efficient and more
costly to maintain than more recently constructed vessels due to improvements in
engine technology. Cargo insurance rates increase with the age of a vessel,
making older vessels less desirable to charterers. Governmental regulations and
safety or other equipment standards related to the age of vessels may also
require expenditures for alterations or the addition of new equipment to our
vessels and may restrict the type of activities in which our vessels may engage.
We cannot assure you that, as our vessels age, market conditions will justify
those expenditures or enable us to operate our vessels profitably during the
remainder of their useful lives.
We may have to pay tax on United States source income, which would reduce our
earnings
Under the United States Internal Revenue Code of 1986, or the Code, 50% of the
gross shipping income of a vessel owning or chartering corporation, such as
ourselves and our subsidiaries, that is attributable to transportation that
begins or ends, but that does not both begin and end, in the United States is
characterized as United States source shipping income and such income is subject
to a 4% United States federal income tax without allowance for any deductions,
unless that corporation qualifies for exemption from tax under Section 883 of
the Code and the Treasury Regulations promulgated thereunder in August of 2003
and effective for calendar year taxpayers such as us on January 1, 2005.
Prior to our secondary offering in December 2005, based on a literal reading of
the Section 883 regulation's treatment of holders of bearer shares as
non-qualified shareholders, we did not qualify for this statutory tax exemption
for the 2005 taxable year since holders of bearer shares beneficially owned
51.80% of our stock. Nevertheless, we believe our facts are distinguishable from
those which the regulations were intended to address and therefore, we intend to
take the position that we qualify for this statutory tax exemption for United
States federal income tax purposes for 2005. We can give no assurance, however,
that we would prevail if our position were challenged on audit.
After our secondary offering in December 2005, as a result of the percentage
ownership of our stock held by holders of bearer shares being reduced to 46.04%
and the commitment of Zoe S. Company Ltd., the owner of 11.22% of our stock, to
procure the submission of ownership statements evidencing the status of its
ultimate beneficial owners as qualified shareholders in accordance with the
Section 883 regulations, we expect that we and each of our subsidiaries will
qualify for exemption under Section 883 for 2006, assuming that for more than
half the days of the year, the ownership of our shares by holders of bearer
shares remains below 50%, there are no other owners of 5% or more of our stock
other than Zoe S. Company during such period, and Zoe S. Company Ltd. procures
the submission of the ownership statements evidencing the qualified shareholder
status of its ultimate beneficial owners for such period However, there are
factual circumstances beyond our control that could cause us to lose the benefit
of this tax exemption. For example, if other shareholders with a five percent or
greater interest in our stock were to acquire and hold our stock for more than
half the days of the year and we could not obtain ownership statements from them
evidencing their qualified shareholder status, our eligibility to qualify for
exemption under Section 883 would depend upon taking the same position as to the
holders of bearer shares as we intend to take on our U.S. tax returns for 2005
and as indicated above, we can give no assurance that we would prevail if our
position were challenged on audit.
If we or our subsidiaries are not entitled to this exemption under Section 883
for any taxable year, we or our subsidiaries would be subject for those years to
a 4% United States federal income tax on our U.S.-source shipping income. The
imposition of this taxation could have a negative effect on our business and
would result in decreased earnings available for distribution to our
shareholders. For the 2005 taxable year, we estimate that our maximum United
States federal income tax liability would be immaterial if we were to be subject
to this taxation. Please see Item 10 section E of this annual report entitled
"Taxation--United States Taxation" for a more comprehensive discussion of the
United States Internal Revenue Code consequences.
United States tax authorities could treat us as a "passive foreign investment
company", which could have adverse United States federal income tax consequences
to United States holders
A foreign corporation will be treated as a "passive foreign investment company,"
or PFIC, for United States federal income tax purposes if either (1) at least
75% of its gross income for any taxable year consists of certain types of
"passive income" or (2) at least 50% of the average value of the corporation's
assets produce or are held for the production of those types of "passive
income." For purposes of these tests, "passive income" includes dividends,
interest, and gains from the sale or exchange of investment property and rents
and royalties other than rents and royalties which are received from unrelated
parties in connection with the active conduct of a trade or business. For
purposes of these tests, income derived from the performance of services does
not constitute "passive income." United States shareholders of a PFIC are
subject to a disadvantageous United States federal income tax regime with
respect to the income derived by the PFIC, the distributions they receive from
the PFIC and the gain, if any, they derive from the sale or other disposition of
their shares in the PFIC.
Based on our current and proposed method of operation, we do not believe that we
will be a PFIC with respect to any taxable year. In this regard, we intend to
treat the gross income we derive or are deemed to derive from our time
chartering activities as services income, rather than rental income.
Accordingly, we believe that our income from our time chartering activities does
not constitute "passive income," and the assets that we own and operate in
connection with the production of that income do not constitute passive assets.
There is, however, no direct legal authority under the PFIC rules addressing our
proposed method of operation. Accordingly, no assurance can be given that the
United States Internal Revenue Service, or IRS, or a court of law will accept
our position, and there is a risk that the IRS or a court of law could determine
that we are a PFIC. Moreover, no assurance can be given that we would not
constitute a PFIC for any future taxable year if there were to be changes in the
nature and extent of our operations.
If the IRS were to find that we are or have been a PFIC for any taxable year,
our United States shareholders will face adverse United States tax consequences.
Under the PFIC rules, unless those shareholders make an election available under
the Code (which election could itself have adverse consequences for such
shareholders, such shareholders would be liable to pay United States federal
income tax at the then prevailing income tax rates on ordinary income plus
interest upon excess distributions and upon any gain from the disposition of our
common shares, as if the excess distribution or gain had been recognized ratably
over the shareholder's holding period of our common shares.
We depend upon a few significant customers for a large part of our revenues and
the loss of one or more of these customers could adversely affect our financial
performance
We have historically derived a significant part of our revenues from a small
number of charterers. During the year ended December 31, 2005, approximately 63%
of our revenues derived from four charterers and in 2004 approximately 76% of
our revenues also derived from four charterers. If one or more of our charterers
chooses not to charter our vessels or is unable to perform under one or more
charters with us and we are not able to find a replacement charter, we could
suffer a loss of revenues that could adversely affect our financial condition,
results of operations and cash available for distribution as dividends to our
stockholders.
Our vessels may suffer damage and we may face unexpected drydocking costs, which
could adversely affect our cash flow and financial condition
If our vessels suffer damage, they may need to be repaired at a drydocking
facility. The costs of drydock repairs are unpredictable and can be substantial.
The loss of earnings while our vessels are being repaired and repositioned, as
well as the actual cost of these repairs, would decrease our earnings and reduce
the amount of cash that we have available for dividends. We may not have
insurance that is sufficient to cover all or any of these costs or losses and
may have to pay drydocking costs not covered by our insurance.
We are a holding company, and we depend on the ability of our subsidiaries to
distribute funds to us in order to satisfy our financial obligations and to make
dividend payments
We are a holding company and our subsidiaries conduct all of our operations and
own all of our operating assets. We have no significant assets other than the
equity interests in our subsidiaries. As a result, our ability to make dividend
payments depends on our subsidiaries and their ability to distribute funds to
us. If we are unable to obtain funds from our subsidiaries, our board of
directors may exercise its discretion not to declare or pay dividends. We do not
intend to obtain funds from other sources to pay dividends.
As we expand our business, we may need to improve our operating and financial
systems and will need to recruit suitable employees and crew for our vessels
Our current operating and financial systems may not be adequate as we expand the
size of our fleet and our attempts to improve those systems may be ineffective.
In addition, as we expand our fleet, we will need to recruit suitable additional
seafarers and shoreside administrative and management personnel. While we have
not experienced any difficulty in recruiting to date, we cannot guarantee that
we will be able to continue to hire suitable employees as we expand our fleet.
If we or our crewing agent encounters business or financial difficulties, we may
not be able to adequately staff our vessels. If we are unable to grow our
financial and operating systems or to recruit suitable employees as we expand
our fleet, our financial performance may be adversely affected and, among other
things, the amount of cash available for distribution as dividends to our
stockholders may be reduced.
Risks Relating to Our Common Stock
There is no guarantee that there will continue to be an active and liquid public
market for you to resell our common stock in the future
The price of our common stock may be volatile and may fluctuate due to factors
such as:
o actual or anticipated fluctuations in our quarterly and annual results
and those of other public companies in our industry;
o mergers and strategic alliances in the dry bulk shipping industry;
o market conditions in the dry bulk shipping industry;
o changes in government regulation;
o shortfalls in our operating results from levels forecast by securities
analysts;
o announcements concerning us or our competitors; and
o the general state of the securities market.
The dry bulk shipping industry has been highly unpredictable and volatile. The
market for common stock in this industry may be equally volatile.
We are incorporated in the Marshall Islands, which does not have a
well-developed body of corporate law
Our corporate affairs are governed by our amended and restated articles of
incorporation and bylaws and by the Marshall Islands Business Corporations Act,
or the BCA. The provisions of the BCA resemble provisions of the corporation
laws of a number of states in the United States. However, there have been few
judicial cases in the Marshall Islands interpreting the BCA. The rights and
fiduciary responsibilities of directors under the laws of the Marshall Islands
are not as clearly established as the rights and fiduciary responsibilities of
directors under statutes or judicial precedent in existence in the United
States. The rights of stockholders of the Marshall Islands may differ from the
rights of stockholders of companies incorporated in the United States. While the
BCA provides that it is to be interpreted according to the laws of the State of
Delaware and other states with substantially similar legislative provisions,
there have been few, if any, court cases interpreting the BCA in the Marshall
Islands and we can not predict whether Marshall Islands courts would reach the
same conclusions as United States courts. Thus, you may have more difficulty in
protecting your interests in the face of actions by the management, directors or
controlling stockholders than would stockholders of a corporation incorporated
in a United States jurisdiction which has developed a relatively more
substantial body of case law.
Certain existing stockholders will be able to exert considerable control over
matters on which our stockholders are entitled to vote
Certain of our current stockholders own, directly or indirectly, approximately
57.3% of our outstanding common stock. Please see the section A of item 7 of
this annual report entitled "Major Stockholders". While these stockholders have
no agreement, arrangement or understanding relating to the voting of their
shares of our common stock, they effectively control the outcome of matters on
which our stockholders are entitled to vote, including the election of directors
and other significant corporate actions. The interests of these stockholders may
be different from your interests.
Future sales of our common stock could cause the market price of our common
stock to decline
Sales of a substantial number of shares of our common stock in the public market
or the perception that these sales could occur, may depress the market price for
our common stock. These sales could also impair our ability to raise additional
capital through the sale of our equity securities in the future.
We intend to issue additional shares of our common stock in the future and our
stockholders may elect to sell large numbers of shares held by them from time to
time. Our amended and restated articles of incorporation authorize us to issue
up to 100,000,000 shares of common stock, of which 45,000,000 shares are
outstanding. Entities affiliated with our President and Chief Executive Officer
and certain other large stockholders own 25,768,750 shares, or approximately
57.3%, of our outstanding common stock. The number of shares of common stock
available for sale in the public market is limited by restrictions applicable
under securities laws.
Prior to our initial public offering, we entered into a registration rights
agreement with Corozal Compania Naviera S.A., Ironwood Trading Corp. and Zoe S.
Company Ltd., certain of our stockholders, pursuant to which we have granted
them, their affiliates (including Mr. Simeon Palios, Mr. Anastassis Margaronis
and Mr. Ioannis Zafirakis) and certain of their transferees, the right, under
certain circumstances and subject to certain restrictions, including
restrictions included in the lock-up agreements to which they are a party, to
require us to register under the Securities Act of 1933, as amended, or the
Securities Act, shares of our common stock held by them. Under the registration
rights agreement, these persons have the right to request us to register the
sale of shares held by them on their behalf and may require us to make available
shelf registration statements permitting sales of shares into the market from
time to time over an extended period. In addition, these persons have the
ability to exercise certain piggyback registration rights in connection with
registered offerings requested by stockholders or initiated by us. Registration
of such shares under the Securities Act would, except for shares purchased by
affiliates, result in such shares becoming freely tradable without restriction
under the Securities Act immediately upon the effectiveness of such
registration. In addition, shares not registered pursuant to the registration
rights agreement may, be resold pursuant to an exemption from the registration
requirements of the Securities Act, including the exemptions provided by Rule
144 and Regulation S under the Securities Act.
Anti-takeover provisions in our organizational documents could make it difficult
for our stockholders to replace or remove our current board of directors or have
the effect of discouraging, delaying or preventing a merger or acquisition,
which could adversely affect the market price of our common stock
Several provisions of our amended and restated articles of incorporation and
bylaws could make it difficult for our stockholders to change the composition of
our board of directors in any one year, preventing them from changing the
composition of management. In addition, the same provisions may discourage,
delay or prevent a merger or acquisition that stockholders may consider
favorable.
These provisions include:
o authorizing our board of directors to issue "blank check" preferred
stock without stockholder approval;
o providing for a classified board of directors with staggered, three
year terms;
o prohibiting cumulative voting in the election of directors;
o authorizing the removal of directors only for cause and only upon the
affirmative vote of the holders of a majority of the outstanding
shares of our common stock entitled to vote for the directors;
o prohibiting stockholder action by written consent;
o limiting the persons who may call special meetings of stockholders;
and
o establishing advance notice requirements for nominations for election
to our board of directors or for proposing matters that can be acted
on by stockholders at stockholder meetings.
In addition, we have adopted a stockholder rights plan pursuant to which our
board of directors may cause the substantial dilution of any person that
attempts to acquire us without the approval of our board of directors.
These anti-takeover provisions, including provisions of our stockholder rights
plan, could substantially impede the ability of public stockholders to benefit
from a change in control and, as a result, may adversely affect the market price
of our common stock and your ability to realize any potential change of control
premium.
Item 4. Information on the Company
A. History and development of the Company
We are Diana Shipping Inc., a holding company incorporated under the laws of
Liberia in March 1999 as Diana Shipping Investments Corp. In February 2005, the
Company's articles of incorporation were amended. Under the amended articles of
incorporation the Company was renamed Diana Shipping Inc. and was redomiciled
from the Republic of Liberia to the Marshall Islands. Our executive offices are
located at Pentelis 16, 175 64 Palaio Faliro, Athens Greece. Our telephone
number is +30-210-947-0100.
B. Business overview
Our fleet consists of dry bulk carriers that transport iron ore, coal, grain and
other dry cargoes along worldwide shipping routes that currently has a total
capacity of 1.1 million dwt. Please see information in the section "Our Fleet",
below. During 2003, 2004 and 2005, we had a fleet utilization of 99.6%, 99.8%
and 99.7%, respectively, our vessels achieved daily time charter equivalent
rates of $12,812, $25,661 and $27,838, respectively, and we generated revenues
of $25.3 million, $63.8 million and $103.1 million, respectively.
Our Business Strategy
Our main objective is to manage and expand our fleet in a manner that enables us
to pay attractive dividends to our stockholders. To accomplish this objective,
we intend to:
o Continue to operate a high quality fleet. We believe that our ability
to maintain and increase our customer base will depend on the quality
of our fleet. We intend to limit our acquisition of ships to vessels
that meet rigorous industry standards and that are capable of meeting
charterer certification requirements. At the same time, we intend to
maintain the quality of our existing fleet by carrying out regular
inspections of our vessels and implementing appropriate maintenance
programs for each vessel.
o Strategically expand the size of our fleet. We intend to grow our
fleet through timely and selective acquisitions of vessels in a manner
that is accretive to dividends per share. We expect to focus our dry
bulk carrier acquisitions primarily on Panamax and Capesize dry bulk
carriers. We believe that Panamax dry bulk carriers are subject to
relatively less volatility in charter hire rates and are able to
access a greater number of ports and carry a broader range of cargo
compared to larger vessels. Capesize dry bulk carriers offer economies
of scale due to their increased cargo carrying capacity and provide
relatively stable cash flows and high utilization rates due to their
generally being employed on longer term time charters compared to
smaller carriers. We intend to continue to monitor developments in
market conditions regularly and may acquire other dry bulk carriers
when those acquisitions would, in our view, present favorable
investment opportunities. We may also consider acquisitions of other
types of vessels but do not intend to acquire tankers. We intend to
capitalize on the experience and expertise of our management team when
making acquisition related decisions and expect to continue to place
an emphasis on sister ships.
o Pursue an appropriate balance of short-term and long-term time
charters. We historically have chartered our vessels to customers
primarily pursuant to short-term time charters. While we expect to
continue to pursue short-term time charter employment for our Panamax
dry bulk carriers, we have also entered into time charters in excess
18 months for five of our vessels. We believe that employing
short-term time charters generally increases our flexibility in
responding to market developments and assists us in enhancing the
amount of charter hire that we are paid, particularly during periods
of increasing charter hire rates, while long-term time charters
provide us the benefit of relatively stable cash flows. We will
continue to strategically monitor developments in the dry bulk
shipping industry on a regular basis and adjust our charter hire
periods according to market conditions. We may in the future extend
the charter periods for additional vessels in our fleet to take
advantage of the relatively stable cash flow and high utilization
rates that are associated with long-term time charters. Given the size
of our fleet, we believe that adding one or more additional long-term
time charters to our charter portfolio will reduce our potential
exposure to the adverse effects of any market downturn without
materially affecting our ability to take advantage of short-term
market opportunities.
o Maintain a strong balance sheet with low leverage. We expect to draw
funds under our credit facility to fund vessel acquisitions. We intend
to repay our acquisition related debt from time to time with the net
proceeds of equity issuances. While our leverage will vary according
to our acquisition strategy and our ability to refinance acquisition
related debt through equity offerings on terms acceptable to us, we
intend to limit the amount of indebtedness that we have outstanding at
any time to relatively conservative levels. We believe that
maintaining a low level of leverage will allow us to maintain a strong
balance sheet and will provide us with flexibility in pursuing
acquisitions that are accretive to dividends per share. We also
believe that maintaining a low level of indebtedness will allow us to
remain competitive in adverse market conditions, particularly when
compared to competitors who are burdened with significant levels of
debt.
o Maintain low cost, highly efficient operations. We believe that we are
a cost-efficient and reliable owner and operator of dry bulk carriers
due to the strength of our management team and the quality of our
vessels. We intend to actively monitor and control vessel operating
expenses without compromising the quality of our vessel management by
utilizing regular inspection and maintenance programs, employing and
retaining qualified crew members and taking advantage of the economies
of scale that result from operating a fleet of sister ships.
o Capitalize on our established reputation. We believe that we have an
established reputation in the dry bulk shipping industry for
maintaining high standards of performance, reliability and safety. We
intend to capitalize on this reputation in establishing and
maintaining relationships with major international charterers who
consider the reputation of a vessel owner and operator when entering
into time charters and with shipyards and financial institutions who
consider reputation to be an indicator of creditworthiness.
Our Fleet
Our fleet consists of dry bulk carriers that transport iron ore, coal, grain and
other dry cargoes along worldwide shipping routes. As of December 31, 2005, our
operating fleet consisted of eleven modern Panamax dry bulk carriers and one
Capesize dry bulk carrier that had a combined carrying capacity of approximately
1.0 million dwt and a weighted average age of 3.8 years.
During the first half of 2005, we took delivery of our two newbuilding Panamax
dry bulk carriers, the Calipso and the Clio and of our secondhand Capesize dry
bulk carrier, the Pantelis SP. We financed the delivery instalment of the
Calipso amounting to $14.3 million with the proceeds an $18.0 million facility
obtained from an unrelated bank for this purpose. We paid part of the
acquisition cost of the Pantelis SP with the proceeds of a $58.0 million loan
obtained from an unrelated bank and we financed the delivery instalment of the
Clio, amounting to $14.3 million, with part of the proceeds of our initial
public offering in March 2005.
In March 2005, we repaid in full all loans outstanding, amounting to $166.4
million with part of the proceeds obtained from the initial public offering.
In September and October 2005, we entered into agreements to acquire two
additional secondhand Panamax dry bulk carriers, both of which we took delivery
of in November 2005 and a newbuilding Panamax dry bulk carrier which was
delivered in January 2006. We drew down $35.1 million and $39.8 million from our
revolving credit facility in order to fund part of the purchase price of the two
secondhand dry bulk carriers delivered in November 2005, of which we prepaid
$35.1 million and $26.9 million respectively, with the proceeds of the secondary
offering in December 2005. In January 2006, we drew down $38.5 million in order
to fund the balance of the purchase price of our newbuilding dry bulk carrier
delivered in January 2006.
The following table presents certain information concerning the dry bulk
carriers in our combined fleet.
Daily Time
Time Charter Charter Hire Sister
Vessel Operating Status Dwt Age (1) Expiration Date (2) Rate Ships (3)
----------- -------------------- ------- --------- ------------------- -------------- ----------
Nirefs Delivered Jan. 2001 75,311 4.9 years 04/2006 $18,250 A
Alcyon Delivered Feb. 2001 75,247 4.9 years 10/2007 to 2/2008 $ 22,582 A
Triton Delivered March 2001 75,336 4.8 years 05/2006 $ 18,250 A
Oceanis Delivered May 2001 75,211 4.6 years 05/2006 $17,000 A
Dione Acquired May 2003 75,172 5.0 years 05/2006 $ 23,250 A
Danae Acquired July 2003 75,106 5.0 years 01/2007 to 03/2007 $ 30,000 A
Protefs Delivered Aug. 2004 73,630 1.3 years 01/2007 to 03/2007 4tcs Average B
(4)
Calipso Delivered Feb. 2005 73,691 0.9 years 12/2007 to 02/2008 4tcs Average B
(4)
Pantelis SP Acquired Feb. 2005 169,883 6.9 years 01/2008 to 03/2008 $ 47,500 -
Clio Delivered May 2005 73,691 0.6 years 01/2007 to 03/2007 4tcs Average + B
$ 850 (4)
Erato Acquired Nov 2005 74,444 1.3 years 10/2006 to 12/2006 $ 21,000 C
Thetis Acquired Nov 2005 73,583 1.4 years 07/2007 to 09/2007 $ 25,000 B
Coronis Delivered Jan 2006 74,381 0 years 12/2006 to 02/2007 $ 21,000 C
----------
(1) As of December 31, 2005.
(2) The date range provided represents the earliest and latest date on
which the charterer may redeliver the vessel to us upon the
termination of the charter.
(3) Each dry bulk carrier is a sister ship of each other dry bulk carrier
that has the same letter.
(4) Adjustable every 15 days based on the average of four pre-determined
time charter routes.
Each of our vessels is owned through a separate wholly-owned Panamanian
subsidiary.
We charter our dry bulk carriers to customers primarily pursuant to time
charters. A time charter involves the hiring of a vessel from its owner for a
period of time pursuant to a contract under which the vessel owner places its
ship (including its crew and equipment) at the disposal of the charterer. Under
a time charter, the charterer periodically pays a fixed daily charter hire rate
and bears all voyage expenses, including the cost of bunkers and port and canal
charges. Subject to any restrictions in the contract, the charterer determines
the type and quantity of cargo to be carried and the ports of loading and
discharging. The technical operation and navigation of the vessel at all times
remains the responsibility of the vessel owner, which is generally responsible
for the vessel's operating expenses, including the cost of crewing, insuring,
repairing and maintaining the vessel, costs of spares and consumable stores,
tonnage taxes and other miscellaneous expenses. In connection with the charter
of each of our vessels, we pay commissions ranging from 1.25% to 5.0% of the
total daily charter hire rate of each charter to unaffiliated ship brokers and
to in-house ship brokers associated with the charterers, depending on the number
of brokers involved with arranging the relevant charter. We also pay a
commission equal to 2% of the total daily charter hire rate of each vessel
charter to our fleet manager, which however upon our acquisition of DSS on April
1, 2006, will be eliminated from the consolidated financial statements as an
intercompany transaction.
We strategically monitor developments in the dry bulk shipping industry on a
regular basis and adjust the charter hire periods for our vessels according to
market conditions. Historically, we have primarily employed short-term time
charters that have ranged in duration from 12 days to 12 months. However, we
have entered into time charters in excess of 18 months for five of our vessels.
We may in the future extend the charter periods for some of the vessels in our
fleet.
Our vessels operate worldwide within the trading limits imposed by our insurance
terms and do not operate in areas where United States, European Union or United
Nations sanctions have been imposed.
Management of Our Fleet
The commercial and technical management of our fleet is carried out by Diana
Shipping Services S.A., to which we refer as DSS, or our fleet manager, and we
carry out the strategic management of our fleet in house. Until April 1, 2006,
DSS was majority owned and controlled by Mr. Simeon Palios, our Chairman and
Chief Executive Officer. The stockholders of DSS also includeed Mr. Anastassis
Margaronis, our President and a member of our board of directors, and Mr.
Ioannis Zafirakis, our Vice President and a member of our board of directors. As
further discussed below and in Item 8.B "Significant Changes" effective April 1,
2006, DSS became our wholly owned subsidiary.
Under our management agreements, our fleet manager is responsible for providing
us with:
o commercial management services, which include obtaining employment for
our vessels and managing our relationships with charterers;
o technical management services, which include managing day-to-day
vessel operations, performing general vessel maintenance, ensuring
regulatory and classification society compliance, supervising the
maintenance and general efficiency of vessels, arranging our hire of
qualified officers and crew, arranging and supervising dry docking and
repairs, arranging insurance for vessels, purchasing stores, supplies,
spares and new equipment for vessels, appointing supervisors and
technical consultants and providing technical support; and
o shoreside personnel who carry out the management functions described
above.
In addition, we have entered into a separate agreement with DSS pursuant to
which DSS has agreed to provide us with office space and secretarial services at
its offices in Athens, Greece. The fair value of the annual rental for the
office space and the secretarial services for the years ended December 31, 2003,
2004 and 2005 was $141,000, $146,000 and $150,000, respectively. Furthermore,
executive management services provided by DSS free of charge until March 17,
2005, when our initial public offering was completed were accounted for in our
historical financial statements at fair value. The fair value of such executive
management services for the years ended December 31, 2003 and 2004 and for the
period from January 1, 2005 to March 17, 2005, was $1.3 million, $1.4 million
and $0.3 million, respectively.
In exchange for providing us with the services, personnel and office space
described above, we pay our fleet manager a commission that is equal to 2% of
our revenues and a fixed management fee of $15,000 per month for each vessel in
our operating fleet. A historical breakdown of the amounts that we have paid to
our fleet manager is presented in the following table.
Year Ended December 31,
------------------------------------
2003 2004 2005
------ ------ ------
(in thousands of U.S. dollars)
Commissions ....................... $ 506 $1,276 $2,061
Management fees ................... 728 947 1,731
------ ------ ------
Total ............................. $1,234 $2,223 $3,792
====== ====== ======
On March 27, 2006, the stockholders of DSS exercised their option to sell all,
but not less than all, of their outstanding shares of DSS to us for $20.0
million in cash, pursuant to an agreement signed between the stockholders of DSS
and us in February 2005. In April 1, 2006, DSS became our wholly-owned
subsidiary and the 2% commission and management fees that we pay for its
management services will be eliminated from our consolidated financial
statements as intercompany transactions. However, we will also be required to
pay its operating and other expenses. We expect that the incurrence of these
additional expenses, together with the expenses resulting from the enlargement
of our fleet, will increase the amount of general and administrative expenses
that we will incur during future periods and that such amounts will likely
offset the effect of the elimination of the 2% commissions and management fees
from our reported results. Following our acquisition of DSS, we will pay rent
for our office space to a company controlled by our Chairman and Chief Executive
Officer, Mr. S. Palios, pursuant to a lease agreement signed between that
company and DSS. See also item 7.B "Related Party Transactions".
Our Customers
We generally charter our vessels to major trading houses (including commodities
traders), major producers and government-owned entities rather than to more
speculative or undercapitalized entities. Our customers include national,
regional and international companies, such as China National Chartering Corp.,
Deiulemar Compagnia di Navigazione, Cobelfret S.A., Cargill International S.A.,
Norden A/S, Navios International Inc., Bottiglieri di Navigazione S.p.A. and
Cosco Europe GmBH. During 2005, four of our customers accounted for 63% of our
revenues; Cargill (26%), China National Chartering Corp., (14%), Navios
International Inc. (12%) and Norden A/S (11%). During 2004, four of our
customers accounted for 76% of our revenues. These customers were Cosco Bulk
Carriers (25%), Cobelfret S.A. (15%), Cargill International S.A. (20%) and
Navios International Inc. (16%).
The Dry Bulk Shipping Industry
Dry bulk cargo is cargo that is shipped in large quantities and can be easily
stowed in a single hold with little risk of cargo damage. In 2005, approximately
2.5 billion tons of dry bulk cargo was transported by sea, comprising more than
one-third of all international seaborne trade.
The demand for dry bulk carrier capacity is determined by the underlying demand
for commodities transported in dry bulk carriers, which in turn is influenced by
trends in the global economy. Between 2000 and 2005, trade in all dry bulk
commodities increased from 2.04 billion tons to an estimated 2.54 billion tons,
an increase of 24.3%. One of the main reasons for the resurgence in dry bulk
trade has been the growth in imports by China of iron ore, coal and steel
products during the last five years. Chinese imports of iron ore alone increased
from 70.0 million tons in 2000 to more than 208.1 million tons in 2004 with an
estimated number for 2005 of 275.0 million tons. Demand for dry bulk carrier
capacity is also affected by the operating efficiency of the global fleet, with
port congestion, which has been a feature of the market in 2004 and the fist
half of 2005, absorbing additional tonnage.
The global dry bulk carrier fleet may be divided into four categories based on a
vessel's carrying capacity. These categories consist of:
o Capesize vessels which have carrying capacities of more than 85,000
dwt. These vessels generally operate along long haul iron ore and coal
trade routes. There are relatively few ports around the world with the
infrastructure to accommodate vessels of this size.
o Panamax vessels have a carrying capacity of between 60,000 and 85,000
dwt. These vessels carry coal, grains, and, to a lesser extent, minor
bulks, including steel products, forest products and fertilizers.
Panamax vessels are able to pass through the Panama Canal making them
more versatile than larger vessels.
o Handymax vessels have a carrying capacity of between 35,000 and 60,000
dwt. These vessels operate along a large number of geographically
dispersed global trade routes mainly carrying grains and minor bulks.
Vessels below 60,000 dwt are sometimes built with on-board cranes
enabling them to load and discharge cargo in countries and ports with
limited infrastructure.
o Handysize vessels have a carrying capacity of up to 35,000 dwt. These
vessels carry exclusively minor bulk cargo. Increasingly, these
vessels have operated along regional trading routes. Handysize vessels
are well suited for small ports with length and draft restrictions
that may lack the infrastructure for cargo loading and unloading.
The supply of dry bulk carriers is dependent on the delivery of new vessels and
the removal of vessels from the global fleet, either through scrapping or loss.
As of Dec 31, 2005, the global dry bulk carrier orderbook amounted to 64.1
million dwt, or 18.4% of the existing fleet, with most vessels on the orderbook
expected to be delivered within 30 months. The level of scrapping activity is
generally a function of scrapping prices in relation to current and prospective
charter market conditions, as well as operating, repair and survey costs.
The average age at which a vessel is scrapped over the last five years has been
26 years. However, due to recent strength in the dry bulk shipping industry, the
average age at which the vessels are scrapped has increased.
Competition
Our business fluctuates in line with the main patterns of trade of the major dry
bulk cargoes and varies according to changes in the supply and demand for these
items. We operate in markets that are highly competitive and based primarily on
supply and demand. We compete for charters on the basis of price, vessel
location, size, age and condition of the vessel, as well as on our reputation as
an owner and operator. We compete with other owners of dry bulk carriers in the
Panamax and smaller class sectors and with owners of Capesize dry bulk carriers.
Ownership of dry bulk carriers is highly fragmented and is divided among
approximately 1,500 independent dry bulk carrier owners.
Charter Hire Rates
Charter hire rates paid for dry bulk carriers are primarily a function of the
underlying balance between vessel supply and demand, although at times other
factors may play a role. Furthermore, the pattern seen in charter rates is
broadly mirrored across the different charter types and between the different
dry bulk carrier categories. However, because demand for larger dry bulk vessels
is affected by the volume and pattern of trade in a relatively small number of
commodities, charter hire rates (and vessel values) of larger ships tend to be
more volatile than those for smaller vessels.
In the time charter market, rates vary depending on the length of the charter
period and vessel specific factors such as age, speed and fuel consumption.
In the voyage charter market, rates are influenced by cargo size, commodity,
port dues and canal transit fees, as well as delivery and redelivery regions. In
general, a larger cargo size is quoted at a lower rate per ton than a smaller
cargo size. Routes with costly ports or canals generally command higher rates
than routes with low port dues and no canals to transit. Voyages with a load
port within a region that includes ports where vessels usually discharge cargo
or a discharge port within a region with ports where vessels load cargo also are
generally quoted at lower rates, because such voyages generally increase vessel
utilization by reducing the unloaded portion (or ballast leg) that is included
in the calculation of the return charter to a loading area.
Within the dry bulk shipping industry, the charter hire rate references most
likely to be monitored are the freight rate indices issued by the Baltic
Exchange. These references are based on actual charter hire rates under charter
entered into by market participants as well as daily assessments provided to the
Baltic Exchange by a panel of major shipbrokers. The Baltic Panamax Index is the
index with the longest history. The Baltic Capesize Index and Baltic Handymax
Index are of more recent origin. In 2003 and 2004, rates for all sizes of dry
bulk carriers strengthened appreciably to historically high levels, primarily
due to the high level of demand for raw materials imported by China. In 2005,
charter rates declined mainly due to a decrease in demand growth coupled with a
large number of new building deliveries resulting in an excess of available
tonnage.
Vessel Prices
Vessel prices, both for newbuildings and secondhand vessels, have increased
significantly during the past two years as a result of the strength of the dry
bulk shipping industry. Because sectors of the shipping industry (dry bulk
carrier, tanker and container ships) are in a period of prosperity, newbuilding
prices for all vessel types have increased significantly due to a reduction in
the number of berths available for the construction of new vessels in shipyards.
In the secondhand market, the steep increase in newbuilding prices and the
strength in the charter market have also affected vessel prices. With vessel
earnings running at relatively high levels and a limited availability of
newbuilding berths, the ability to deliver a vessel early has resulted in a
premium to the purchase price. Consequently, secondhand prices for five year old
Panamax and Capesize dry bulk carriers have reached higher levels than those of
comparably sized newbuildings.
Environmental and Other Regulations
Government regulation significantly affects the ownership and operation of our
vessels. We are subject to international conventions, national, state and local
laws and regulations in force in the countries in which our vessels may operate
or are registered.
A variety of government and private entities subject our vessels to both
scheduled and unscheduled inspections. These entities include the local port
authorities (United States Coast Guard, harbor master or equivalent),
classification societies, flag state administrations (country of registry) and
charterers, particularly terminal operators. Certain of these entities require
us to obtain permits, licenses and certificates for the operation of our
vessels. Failure to maintain necessary permits or approvals could require us to
incur substantial costs or temporarily suspend the operation of one or more of
our vessels.
We believe that the heightened level of environmental and quality concerns among
insurance underwriters, regulators and charterers is leading to greater
inspection and safety requirements on all vessels and may accelerate the
scrapping of older vessels throughout the dry bulk shipping industry. Increasing
environmental concerns have created a demand for vessels that conform to the
stricter environmental standards. We are required to maintain operating
standards for all of our vessels that emphasize operational safety, quality
maintenance, continuous training of our officers and crews and compliance with
United States and international regulations. We believe that the operation of
our vessels is in substantial compliance with applicable environmental laws and
regulations applicable to us as of the date of this prospectus.
International Maritime Organization
The United Nation's International Maritime Organization, or IMO, has negotiated
international conventions that impose liability for oil pollution in
international waters and a signatory's territorial waters. In September 1997,
the IMO adopted Annex VI to the International Convention for the Prevention of
Pollution from Ships to address air pollution from ships. Annex VI was ratified
in May 2004, and became effective in May 2005. Annex VI set limits on sulfur
oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate
emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI
also includes a global cap on the sulfur content of fuel oil and allows for
special areas to be established with more stringent controls on sulfur
emissions. Our fleet has conformed to the Annex VI regulations.
The operation of our vessels is also affected by the requirements set forth in
the IMO's Management Code for the Safe Operation of Ships and Pollution
Prevention, or ISM Code. The ISM Code requires ship owners and bareboat
charterers to develop and maintain an extensive "Safety Management System" that
includes the adoption of a safety and environmental protection policy setting
forth instructions and procedures for safe operation and describing procedures
for dealing with emergencies. The failure of a ship owner or bareboat charterer
to comply with the ISM Code may subject such party to increased liability, may
decrease available insurance coverage for the affected vessels and may result in
a denial of access to, or detention in, certain ports. As of December 31, 2005,
each of our vessels was ISM code-certified.
The United States Oil Pollution Act of 1990
The United States Oil Pollution Act of 1990, or OPA, established an extensive
regulatory and liability regime for the protection and cleanup of the
environment from oil spills. OPA affects all owners and operators whose vessels
trade in the United States, its territories and possessions or whose vessels
operate in United States waters, which includes the United States' territorial
sea and its two hundred nautical mile exclusive economic zone.
Under OPA, vessel owners, operators and bareboat charterers are "responsible
parties" and are jointly, severally and strictly liable (unless the spill
results solely from the act or omission of a third party, an act of God or an
act of war) for all containment and clean-up costs and other damages arising
from discharges or threatened discharges of oil from their vessels. OPA defines
these other damages broadly to include:
o natural resources damage and the costs of assessment thereof;
o real and personal property damage;
o net loss of taxes, royalties, rents, fees and other lost revenues;
o lost profits or impairment of earning capacity due to property or
natural resources damage; and
o net cost of public services necessitated by a spill response, such as
protection from fire, safety or health hazards, and loss of
subsistence use of natural resources.
OPA limits the liability of responsible parties to the greater of $600 per gross
ton or $0.5 million per dry bulk vessel that is over 300 gross tons (subject to
possible adjustment for inflation). These limits of liability do not apply if an
incident was directly caused by violation of applicable United States federal
safety, construction or operating regulations or by a responsible party's gross
negligence or willful misconduct, or if the responsible party fails or refuses
to report the incident or to cooperate and assist in connection with oil removal
activities.
We currently maintain pollution liability coverage insurance in the amount of $1
billion per incident for each of our vessels. If the damages from a catastrophic
spill were to exceed our insurance coverage it could have an adverse effect on
our business and results of operation.
OPA requires owners and operators of vessels to establish and maintain with the
United States Coast Guard evidence of financial responsibility sufficient to
meet their potential liabilities under the OPA. In December 1994, the United
States Coast Guard implemented regulations requiring evidence of financial
responsibility in the amount of $1,500 per gross ton, which includes the OPA
limitation on liability of $1,200 per gross ton and the United States
Comprehensive Environmental Response, Compensation, and Liability Act liability
limit of $300 per gross ton. Under the regulations, vessel owners and operators
may evidence their financial responsibility by showing proof of insurance,
surety bond, self-insurance or guaranty. Under OPA, an owner or operator of a
fleet of vessels is required only to demonstrate evidence of financial
responsibility in an amount sufficient to cover the vessels in the fleet having
the greatest maximum liability under OPA.
The United States Coast Guard's regulations concerning certificates of financial
responsibility provide, in accordance with OPA, that claimants may bring suit
directly against an insurer or guarantor that furnishes certificates of
financial responsibility. In the event that such insurer or guarantor is sued
directly, it is prohibited from asserting any contractual defense that it may
have had against the responsible party and is limited to asserting those
defenses available to the responsible party and the defense that the incident
was caused by the willful misconduct of the responsible party. Certain
organizations, which had typically provided certificates of financial
responsibility under pre-OPA laws, including the major protection and indemnity
organizations, have declined to furnish evidence of insurance for vessel owners
and operators if they are subject to direct actions or required to waive
insurance policy defenses.
The United States Coast Guard's financial responsibility regulations may also be
satisfied by evidence of surety bond, guaranty or by self-insurance. Under the
self-insurance provisions, the ship owner or operator must have a net worth and
working capital, measured in assets located in the United States against
liabilities located anywhere in the world, that exceeds the applicable amount of
financial responsibility. We have complied with the United States Coast Guard
regulations by providing a certificate of responsibility from third party
entities that are acceptable to the United States Coast Guard evidencing
sufficient self-insurance.
OPA specifically permits individual states to impose their own liability regimes
with regard to oil pollution incidents occurring within their boundaries, and
some states have enacted legislation providing for unlimited liability for oil
spills. In some cases, states, which have enacted such legislation, have not yet
issued implementing regulations defining vessels owners' responsibilities under
these laws. We intend to comply with all applicable state regulations in the
ports where our vessels call.
Other Environmental Initiatives
The European Union is considering legislation that will affect the operation of
vessels and the liability of owners for oil pollution. It is difficult to
predict what legislation, if any, may be promulgated by the European Union or
any other country or authority.
Although the United States is not a party thereto, many countries have ratified
and currently follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969, or
the 1969 Convention. Under this convention, and depending on whether the country
in which the damage results is a party to the 1992 Protocol to the International
Convention on Civil Liability for Oil Pollution Damage, a vessel's registered
owner is strictly liable for pollution damage caused in the territorial waters
of a contracting state by discharge of persistent oil, subject to certain
complete defenses. Under an amendment that became effective in November 2003 for
vessels of 5,000 to 140,000 gross tons (a unit of measurement for the total
enclosed spaces within a vessel), liability is limited to approximately $6.5
million plus approximately $913 for each additional gross ton over 5,000. For
vessels of over 140,000 gross tons, liability is limited to approximately $129.9
million. As the 1969 Convention calculates liability in terms of basket
currencies, these figures are based on currency exchange rates on March 20,
2006. Under the 1969 Convention, the right to limit liability is forfeited where
the spill is caused by the owner's actual fault; under the 1992 Protocol, a
shipowner cannot limit liability where the spill is caused by the owner's
intentional or reckless conduct. Vessels trading in jurisdictions that are
parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the 1969 Convention has not been
adopted, including the United States, various legislative schemes or common law
govern, and liability is imposed either on the basis of fault or in a manner
similar to that convention. We believe that our protection and indemnity
insurance will cover the liability under the plan adopted by the IMO.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security. On November 25, 2002, the
Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To
implement certain portions of the MTSA, in July 2003, the United States Coast
Guard issued regulations requiring the implementation of certain security
requirements aboard vessels operating in waters subject to the jurisdiction of
the United States. Similarly, in December 2002, amendments to the International
Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of the
convention dealing specifically with maritime security. The new chapter came
into effect in July 2004 and imposes various detailed security obligations on
vessels and port authorities, most of which are contained in the newly created
International Ship and Port Facilities Security Code or ISPS Code. Among the
various requirements are:
o on-board installation of automatic information systems, or AIS, to
enhance vessel-to-vessel and vessel-to-shore communications;
o on-board installation of ship security alert systems;
o the development of vessel security plans; and
o compliance with flag state security certification requirements.
The United States Coast Guard regulations, intended to align with international
maritime security standards, exempt non-United States vessels from MTSA vessel
security measures provided such vessels have on board a valid International Ship
Security Certificate, or ISSC, that attests to the vessel's compliance with
SOLAS security requirements and the ISPS Code. We have implemented the various
security measures addressed by the MTSA, SOLAS and the ISPS Code.
Inspection by Classification Societies
Every seagoing vessel must be "classed" by a classification society. The
classification society certifies that the vessel is "in class," signifying that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that
country is a member. In addition, where surveys are required by international
conventions and corresponding laws and ordinances of a flag state, the
classification society will undertake them on application or by official order,
acting on behalf of the authorities concerned.
The classification society also undertakes on request other surveys and checks
that are required by regulations and requirements of the flag state. These
surveys are subject to agreements made in each individual case or to the
regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull,
machinery, including the electrical plant, and any special equipment classed are
required to be performed as follows:
o Annual Surveys. For seagoing ships, annual surveys are conducted for
the hull and the machinery, including the electrical plant and where
applicable for special equipment classed, at intervals of 12 months
from the date of commencement of the class period indicated in the
certificate.
o Intermediate Surveys. Extended annual surveys are referred to as
intermediate surveys and typically are conducted two and one-half
years after commissioning and each class renewal. Intermediate surveys
may be carried out on the occasion of the second or third annual
survey.
o Class Renewal Surveys. Class renewal surveys, also known as special
surveys, are carried out for the ship's hull, machinery, including the
electrical plant and for any special equipment classed, at the
intervals indicated by the character of classification for the hull.
At the special survey the vessel is thoroughly examined, including
audio-gauging to determine the thickness of the steel structures.
Should the thickness be found to be less than class requirements, the
classification society would prescribe steel renewals. The
classification society may grant a one year grace period for
completion of the special survey. Substantial amounts of money may
have to be spent for steel renewals to pass a special survey if the
vessel experiences excessive wear and tear. In lieu of the special
survey every four or five years, depending on whether a grace period
was granted, a ship owner has the option of arranging with the
classification society for the vessel's hull or machinery to be on a
continuous survey cycle, in which every part of the vessel would be
surveyed within a five year cycle. At an owner's application, the
surveys required for class renewal may be split according to an agreed
schedule to extend over the entire period of class. This process is
referred to as continuous class renewal.
All areas subject to survey as defined by the classification society are
required to be surveyed at least once per class period, unless shorter intervals
between surveys are prescribed elsewhere. The period between two subsequent
surveys of each area must not exceed five years.
Most vessels are also drydocked every 30 to 36 months for inspection of the
underwater parts and for repairs related to inspections. If any defects are
found, the classification surveyor will issue a "recommendation" which must be
rectified by the ship owner within prescribed time limits.
Most insurance underwriters make it a condition for insurance coverage that a
vessel be certified as "in class" by a classification society which is a member
of the International Association of Classification Societies. All our vessels
are certified as being "in class" by Lloyd's Register of Shipping. All new and
secondhand vessels that we purchase must be certified prior to their delivery
under our standard purchase contracts and memorandum of agreement. If the vessel
is not certified on the date of closing, we have no obligation to take delivery
of the vessel.
Risk of Loss and Liability Insurance
General
The operation of any dry bulk vessel includes risks such as mechanical failure,
collision, property loss, cargo loss or damage and business interruption due to
political circumstances in foreign countries, hostilities and labor strikes. In
addition, there is always an inherent possibility of marine disaster, including
oil spills and other environmental mishaps, and the liabilities arising from
owning and operating vessels in international trade. OPA, which imposes
virtually unlimited liability upon owners, operators and demise charterers of
vessels trading in the United States exclusive economic zone for certain oil
pollution accidents in the United States, has made liability insurance more
expensive for ship owners and operators trading in the United States market.
While we maintain hull and machinery insurance, war risks insurance, protection
and indemnity cover, increased value insurance and freight, demurrage and
defense cover for our operating fleet in amounts that we believe to be prudent
to cover normal risks in our operations, we may not be able to achieve or
maintain this level of coverage throughout a vessel's useful life. Furthermore,
while we believe that our present insurance coverage is adequate, not all risks
can be insured, and there can be no guarantee that any specific claim will be
paid, or that we will always be able to obtain adequate insurance coverage at
reasonable rates.
Hull & Machinery and War Risks Insurance
We maintain marine hull and machinery and war risks insurance, which cover the
risk of actual or constructive total loss, for all of our vessels. Our vessels
are each covered up to at least fair market value with deductibles of $100,000
per vessel per incident. We also maintain increased value coverage for each of
our vessels. Under this increased value coverage, in the event of total loss of
a vessel, we are entitled to recover amounts not recoverable under our hull and
machinery policy due to under-insurance.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and
indemnity associations, or P&I Associations, which insure our third party
liabilities in connection with our shipping activities. This includes
third-party liability and other related expenses resulting from the injury or
death of crew, passengers and other third parties, the loss or damage to cargo,
claims arising from collisions with other vessels, damage to other third-party
property, pollution arising from oil or other substances and salvage, towing and
other related costs, including wreck removal. Protection and indemnity insurance
is a form of mutual indemnity insurance, extended by protection and indemnity
mutual associations, or "clubs." Subject to the "capping" discussed below, our
coverage, except for pollution, is unlimited.
Our current protection and indemnity insurance coverage for pollution is $1
billion per vessel per incident. The fourteen P&I Associations that comprise the
International Group insure approximately 90% of the world's commercial tonnage
and have entered into a pooling agreement to reinsure each association's
liabilities. As a member of a P&I Association, which is a member of the
International Group, we are subject to calls payable to the associations based
on the group's claim records as well as the claim records of all other members
of the individual associations and members of the pool of P&I Associations
comprising the International Group.
Permits and Authorizations
We are required by various governmental and quasi-governmental agencies to
obtain certain permits, licenses and certificates with respect to our vessels.
The kinds of permits, licenses and certificates required depend upon several
factors, including the commodity transported, the waters in which the vessel
operates, the nationality of the vessel's crew and the age of a vessel. We have
been able to obtain all permits, licenses and certificates currently required to
permit our vessels to operate. Additional laws and regulations, environmental or
otherwise, may be adopted which could limit our ability to do business or
increase the cost of us doing business.
C. Organizational structure
Diana Shipping Inc. is the sole owner of all of the outstanding shares of the
subsidiaries listed in Note 1 of our consolidated financial statements under
Item 18 and in exhibit 8.1.
D. Property, plants and equipment
We do not own any real estate property. Our interests in the vessels in our
fleet are our only material properties.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following management's discussion and analysis should be read in conjunction
with our historical consolidated financial statements and their notes included
elsewhere in this report. 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 as a result of certain factors, such as those
set forth in the section entitled "Risk Factors" and elsewhere in this report.
A. Operating results
We charter our dry bulk carriers to customers primarily pursuant to short-term
time charters, although we have also entered into time charters in excess of 18
months for five of our vessels. 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.
Although the vessels in our fleet are primarily employed on short-term time
charters ranging from two to twelve months, we may employ additional vessels on
longer-term time charters in the future.
Factors Affecting Our Results of Operations
We believe that the important measures for analyzing trends in our results of
operations consist of the following:
o Ownership days. We define ownership days as 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.
o Available days. We define available days as 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. The shipping industry uses available
days to measure the number of days in a period during which vessels
should be capable of generating revenues.
o Operating days. We define operating days as the number of our
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.
o Fleet utilization. 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 amount 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.
o TCE rates. We define TCE rates as our voyage and 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. TCE rate 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 generally are expressed in such
amounts.
The following table reflects our ownership days, available days, operating days,
fleet utilization and TCE rates for the periods indicated.
Year Ended December 31,
---------------------------------
2003 2004 2005
------- ------- -------
Ownership days .......................... 1,852 2,319 3,510
Available days .......................... 1,852 2,319 3,471
Operating days .......................... 1,845 2,315 3,460
Fleet utilization ....................... 99.6% 99.8% 99.7%
Time charter equivalent (TCE) rate ...... $12,812 $25,661 $27,838
Voyage and Time Charter Revenue
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:
o the duration of our charters;
o our decisions relating to vessel acquisitions and disposals;
o the amount of time that we spend positioning our vessels;
o the amount of time that our vessels spend in dry-dock undergoing
repairs;
o maintenance and upgrade work;
o the age, condition and specifications of our vessels;
o levels of supply and demand in the dry bulk shipping industry; and
o other factors affecting spot market charter rates for dry bulk
carriers.
Our revenues have grown significantly in recent periods as a result of the
enlargement of our fleet, which has increased our ownership, available and
operating days, and increases in spot market charter hire rates, which, due to
the close relationship between spot market charter rates and short-term time
charter rates, have resulted in an increase of our daily charter hire rates. At
the same time, we have maintained relatively high vessel utilization rates.
Voyage Expenses
We incur voyage expenses that include port and canal charges, bunker (fuel oil)
expenses and commissions. Port and canal charges and bunker expenses primarily
increase in periods during which vessels are employed on voyage charters because
these expenses are for the account of the vessels. Port and canal charges and
bunker expenses currently represent a relatively small portion of our vessels'
overall expenses because all of our vessels are employed under time charters
that require the charterer to bear all of those expenses.
As is common in the shipping industry, we pay commissions ranging from 1.25% to
5.0% of the total daily charter hire rate of each charter to unaffiliated ship
brokers and in-house brokers associated with the charterers, depending on the
number of brokers involved with arranging the charter. In addition to
commissions paid to third parties, we have historically paid our fleet manager a
commission that is equal to 2% of our revenues in exchange for providing us with
technical and commercial management services in connection with the employment
of our fleet. This commission is in addition to the fixed management fees we pay
to our fleet manager for the same services, as described below.
The following table presents a breakdown of the commissions paid during the
periods indicated.
Year Ended December 31,
---------------------------
2003 2004 2005
----- ----- -----
(in thousands of U.S. dollars)
Commissions paid to unaffiliated and
in-house ship brokers ...................... 1,172 3,019 4,731
Commissions paid to fleet manager ............. 506 1,276 2,061
----- ----- -----
Total ......................................... 1,678 4,295 6,792
===== ===== =====
We believe that the amounts and the structures of our commissions are consistent
with industry practices.
We expect that the amount of our total commissions will continue to grow as a
result of our increased revenues related to our acquisition of one new Panamax
dry bulk carrier in January 2006. The 2% commissions that we pay our fleet
manager will be eliminated from our consolidated financial statements as
intercompany transactions after our acquisition of our fleet manager, in April
2006. However, this reduction in costs will be offset by the costs of "managing"
the fleet directly as a result of the acquisition of DSS.
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 and other miscellaneous expenses. Our vessel
operating expenses, which generally represent fixed costs, have historically
increased as a result of the enlargement of our fleet. We expect these expenses
to increase further as a result of our acquisition of one additional Panamax dry
bulk carrier in January 2006. Other factors beyond our control, some of which
may affect the shipping industry in general, including, for instance,
developments relating to market prices for insurance, may also cause these
expenses to increase.
Depreciation
The cost of our vessels is depreciated on a straight-line basis over the
expected useful life of each vessel. Depreciation is based on the cost of the
vessel less its estimated residual value. We estimate the useful life of our
vessels to be 25 years from the date construction is completed, which we believe
is common in the dry bulk shipping industry. Furthermore, we estimate the
residual values of our vessels to be $150 per light-weight ton which we also
believe is common in the dry bulk shipping industry. Our depreciation charges
have increased in recent periods due to the enlargement of our fleet which has
also led to an increase of ownership days. We expect that these charges will
continue to grow as a result of our acquisition of one Panamax dry bulk carrier
in January 2006.
Management Fees
We pay DSS, our fleet manager, a fixed management fee of $15,000 per month for
each vessel in our operating fleet in exchange for providing us with technical
and commercial management services in connection with the employment of our
fleet. This fee is in addition to the 2% commission on revenues we pay to our
fleet manager for the services as described above. Our management fees will
increase as a result of our acquisition of one additional Panamax dry bulk
carrier that we took delivery of in January 2006. However, these management fees
will be eliminated from our consolidated financial statements as intercompany
transactions on our acquisition of DSS, in April 2006 and will be replaced by
the direct expenses of operating the manager as a wholly-owned subsidiary.
Executive Management Services and Rent
We have recognized expenses relating to executive management services, as well
as the value of the lease expense for the office space and the secretarial
services that were provided to us at no additional charge by DSS. The
recognition of these expenses as executive management services and rent, for
historical purposes, is based on our estimates of the value of the amounts that
we would have incurred had our fleet manager not provided the related services
and office space to us. The value of the services and rent was determined by
reference to the amounts that we intended to compensate our executive officers
and to the lease agreement between DSS and the owner of the office space that
was previously owned by DSS.
General and Administrative Expenses
We incur general and administrative expenses which include our onshore vessel
related expenses such as legal and professional expenses and other general
vessel expenses. Our general and administrative expenses also include our
payroll expenses, including those relating to our executive officers, subsequent
to March 17, 2005 (the date our initial public offering was completed), for
which we have entered into employment agreements. General and administrative
expenses may increase as a result of the enlargement of our fleet. Furthermore,
we expect general and administrative expenses to increase in connection with our
acquisition of our fleet manager, which will result in the recognition of
additional expenses, including payroll expenses, relating to our fleet manager's
operations.
Interest and Finance Costs
We have historically incurred interest expense and financing costs in connection
with the vessel specific debt of our subsidiaries. As of December 31 2005, we
had $12.9 million of indebtedness outstanding under our revolving credit
facility and we incurred more indebtedness in January 2006 upon the delivery of
our last Panamax dry bulk carrier. We incur interest expense and financing costs
relating to our outstanding debt and our available credit facility. As further
discussed in Item 8.B "Significant Changes", effective April 1, 2005, our fleet
manager has become our wholly owned subsidiary. In this respect, we will draw
the amount of $20.0 million under our credit facility to pay the consideration
agreed with the former stockholders of our fleet manager. We expect to incur
additional debt to finance future acquisitions. However, we intend to limit the
amount of these expenses and costs by repaying our outstanding indebtedness from
time to time with the net proceeds of future equity issuances.
Inflation
Inflation has only a moderate effect on our expenses given current economic
conditions. In the event that significant global inflationary pressures appear,
these pressures would increase our operating, voyage, administrative and
financing costs.
Lack of Historical Operating Data for Vessels before Their Acquisition
Although vessels are generally acquired free of charter, we have acquired (and
may in the future acquire) some vessels with time charters. Where a vessel has
been under a voyage charter, the vessel is usually delivered to the buyer free
of charter. It is rare in the shipping industry for the last charterer of the
vessel in the hands of the seller to continue as the first charterer of the
vessel in the hands of the buyer. In most cases, when a vessel is under time
charter and the buyer wishes to assume that charter, the vessel cannot be
acquired without the charterer's consent and the buyer entering into a separate
direct agreement (called a "novation agreement") with the charterer to assume
the charter. The purchase of a vessel itself does not transfer the charter
because it is a separate service agreement between the vessel owner and the
charterer.
Where we identify any intangible assets or liabilities associated with the
acquisition of a vessel with an existing time charter, we record all identified
tangible and intangible assets or liabilities at fair value. Fair value is
determined by reference to market data and the discounted amount of expected
future cash flows. Where we have assumed an existing charter obligation or
entered into a time charter with the existing charterer in connection with the
purchase of a vessel at charter rates that are less than market charter rates,
we record a liability, based on the difference between the assumed charter rate
and the market charter rate for an equivalent vessel to the extent the vessel's
capitalized cost would not exceed its fair value without a time charter.
Conversely, where we assume an existing charter obligation or enter into a time
charter with the existing charterer in connection with the purchase of a vessel
at charter rates that are above market charter rates, we record an asset, based
on the difference between the market charter rate and the contracted charter
rate for an equivalent vessel. This determination is made at the time the vessel
is delivered to us, and such assets and liabilities are amortized to revenue
over the remaining period of the charter.
In September 2005, we entered into a Memorandum of Agreement to purchase a
secondhand Panamax dry bulk carrier, the Thetis, for a purchase price of
$44,250. The vessel, upon her delivery on November 28, 2005, was placed on an
existing time charter contract assumed from its previous owners through
arrangements with the respective charterers. The contract which expires between
July and September 2007 is at the rate of $25,000 per day, gross of commissions.
The Company, upon delivery of the vessel evaluated the charter contract assumed
and recognized an asset of $5,443 with a corresponding decrease in the vessel's
purchase price.
When we purchase a vessel and assume or renegotiate a related time charter, we
must take the following steps before the vessel will be ready to commence
operations:
o obtain the charterer's consent to us as the new owner;
o obtain the charterer's consent to a new technical manager;
o in some cases, obtain the charterer's consent to a new flag for the
vessel;
o arrange for a new crew for the vessel, and where the vessel is on
charter, in some cases, the crew must be approved by the charterer;
o replace all hired equipment on board, such as gas cylinders and
communication equipment;
o negotiate and enter into new insurance contracts for the vessel
through our own insurance brokers;
o register the vessel under a flag state and perform the related
inspections in order to obtain new trading certificates from the flag
state;
o implement a new planned maintenance program for the vessel; and
o ensure that the new technical manager obtains new certificates for
compliance with the safety and vessel security regulations of the flag
state.
The following discussion is intended to help you understand how acquisitions of
vessels affect our business and results of operations.
Our business is comprised of the following main elements:
o employment and operation of our dry bulk vessels; and
o management of the financial, general and administrative elements
involved in the conduct of our business and ownership of our dry bulk
vessels.
The employment and operation of our vessels require the following main
components:
o vessel maintenance and repair;
o crew selection and training;
o vessel spares and stores supply;
o contingency response planning;
o onboard safety procedures auditing;
o accounting;
o vessel insurance arrangement;
o vessel chartering;
o vessel security training and security response plans (ISPS);
o obtain ISM certification and audit for each vessel within the six
months of taking over a vessel;
o vessel hire management;
o vessel surveying; and
o vessel performance monitoring.
The management of financial, general and administrative elements involved in the
conduct of our business and ownership of our vessels requires the following main
components:
o management of our financial resources, including banking
relationships, i.e., administration of bank loans and bank accounts;
o management of our accounting system and records and financial
reporting;
o administration of the legal and regulatory requirements affecting our
business and assets; and
o management of the relationships with our service providers and
customers.
The principal factors that affect our profitability, cash flows and
shareholders' return on investment include:
|X| rates and periods of charter hire;
|X| levels of vessel operating expenses;
|X| depreciation expenses;
|X| financing costs; and
|X| fluctuations in foreign exchange rates.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. The preparation of those financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities at the date of our financial statements.
Actual results may differ from these estimates under different assumptions and
conditions.
Critical accounting policies are those that reflect significant judgments of
uncertainties and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe
are our most critical accounting policies, because they generally involve a
comparatively higher degree of judgment in their application. For a description
of all our significant accounting policies, see Note 2 to our consolidated
financial statements included herein.
Depreciation
We record the value of our vessels at their cost (which includes acquisition
costs directly attributable to the vessel and expenditures made to prepare the
vessel for its initial voyage) less accumulated depreciation. We depreciate our
dry bulk vessels on a straight-line basis over their estimated useful lives,
estimated to be 25 years from the date of initial delivery from the shipyard. We
believe that a 25 year depreciable life is consistent with that of other
shipping companies. Depreciation is based on cost less the estimated residual
scrap value. Furthermore, we estimate the residual values of our vessels to be
$150 per light-weight ton which we believe is common in the dry bulk shipping
industry. A decrease in the useful life of a dry bulk vessel or in its residual
value would have the effect of increasing the annual depreciation charge. When
regulations place limitations on the ability of a vessel to trade on a worldwide
basis, the vessel's useful life is adjusted at the date such regulations are
adopted.
Deferred Drydock Cost
Our vessels are required to be drydocked approximately every 30 to 36 months for
major repairs and maintenance that cannot be performed while the vessels are
operating. We capitalize the costs associated with drydockings as they occur and
amortize these costs on a straight-line basis over the period between
drydockings. Costs capitalized as part of the drydocking include actual costs
incurred at the yard, cost of crews to effect repairs associated with the survey
of a vessel and parts used in making such repairs. We believe that these
criteria are consistent with industry practice and that our policy of
capitalization reflects the economics and market values of the vessels.
Impairment of Long-lived Assets
We evaluate the carrying amounts (primarily for vessels and related drydock
costs) and periods over which long-lived assets are depreciated to determine if
events have occurred which would require modification to their carrying values
or useful lives. In evaluating useful lives and carrying values of long-lived
assets, we review certain indicators of potential impairment, such as
undiscounted projected operating cash flows, vessel sales and purchases,
business plans and overall market conditions. We determine undiscounted
projected net operating cash flow for each vessel and compare it to the vessel's
carrying value. If our estimate of undiscounted future cash flows for any vessel
is lower than the vessel's carrying value plus any unamortized dry-docking
costs, the carrying value is written down, by recording a charge to operations,
to the fair market value if the fair market value is lower than the vessel's
carrying value. We estimate fair market value primarily through the use of third
party valuations performed on an individual vessel basis. As vessel values are
volatile, the actual fair market value of a vessel may differ significantly from
estimated fair market values within a short period of time.
Results of Operations
Year ended December 31, 2005 compared to the year ended December 31, 2004
Voyage and Time Charter Revenues. Voyage and time charter revenues increased by
39.3 million, or 62%, to $103.1 million for the year ended December 31, 2005,
compared to $63.8 million for the same period in 2004. This increase is
primarily attributable to an increase in the number of operating days that we
achieved. The increase in operating days during 2005 resulted primarily from the
enlargement of our fleet following our acquisition of the Protefs in August
2004, which was fully operated in 2005, the delivery of the Calipso and the
Pantelis SP in February 2005, the delivery of the Clio in May 2005 and the
delivery of the Erato and the Thetis in November 2005. In 2005 we had total
operating days of 3,460 and fleet utilization of 99.7%, compared to 2,315 total
operating days and a fleet utilization of 99.8% in 2004.
Voyage Expenses. Voyage expenses increased by $2.2 million, or 51%, to $6.5
million for the year ended December 31, 2005, compared to $4.3 million for the
same period in 2004. This increase is attributable to increased commissions.
Commissions paid during 2005 and 2004 to our fleet manager amounted to $2.1
million and $1.3 million, respectively, and commissions paid to the unaffiliated
ship brokers and in-house ship brokers associated with charterers amounted to
$4.7 million and $3.0 million, respectively. The increase in commissions was
primarily the result of the increase in operating days in 2005, which increased
the amount of revenue we reported. However, the increase in voyage expenses due
to the increase in commissions was partly offset by gains incurred from the sale
and purchase of bunkers on the delivery and redelivery of the vessels to and
from their time charterers.
Vessel Operating Expenses. Vessel operating expenses increased by $5.5 million,
or 58%, to $15.0 million for the year ended December 31, 2005 compared to $9.5
million for the same period in 2004. This increase was primarily the result of
the increased number of ownership days during 2005, resulting from full
operation of the Protefs, which was acquired in August 2004 and the delivery of
four additional Panamax dry bulk carriers and one Capesize dry bulk carrier in
2005. Daily vessel operating expenses increased by 4% to $4,261 for 2005,
compared to $4,103 for 2004. This increase was mainly attributable to increased
crew wages and related costs.
Depreciation and amortization of deferred charges. Depreciation and amortization
of deferred charges increased by $4.8 million, or 94%, to $9.9 million for the
year ended December 31, 2005, compared to $5.1 million for the same period in
2004. This increase was primarily the result of increased number of vessels and
ownership days, as described above, and from the fact that in 2005 three of our
vessels underwent their first scheduled surveys compared to no such surveys
performed in 2004.
Management Fees. Management fees increased by $0.8 million, or 89%, to $1.7
million for the year ended December 31, 2005, compared to $0.9 million for the
same period in 2004. This increase is attributable to the increased average
number of vessels under management, as well as the increase in the monthly
management fee per vessel from $12,000 to $15,000 beginning in November 2004.
Interest and Finance Costs. Interest and finance costs increased by $0.5
million, or 23%, to $2.7 million for the year ended December 31, 2005, compared
to $2.2 million for the same period in 2004. Interest and finance costs
increased due to the commitment fees we incurred under our revolving credit
facility, which for the year ended December 31, 2005, amounted to $0.6 million,
and the write off of $0.5 million of financing costs due to prepayment of the
outstanding loans in March 2005. This increase was offset by a decrease in
interest expense by $0.6 million, or 32%, to $1.4 million in 2005, compared to
$2.0 million in 2004, which resulted from the payment in full of the outstanding
balance of all loans as of March 2005 with the proceeds of our initial public
offering in March 2005 and the fact that we did not incur any further
indebtedness until November 2005.
Year ended December 31, 2004 compared to the year ended December 31, 2003
Voyage and Time Charter Revenues. Voyage and time charter revenues increased by
$38.5 million, or 152%, to $63.8 million for the year ended December 31, 2004,
compared to $25.3 million for the same period in 2003. This increase was
primarily attributable to an increase in the daily charter hire rates earned
under our time charters and an increase in the number of operating days that we
achieved. The increase in operating days during 2004 resulted primarily from the
enlargement of our fleet following our acquisition of the Protefs in August 2004
and full operation of the Dione and the Danae acquired in May and July, 2003,
respectively. In 2004, we had total operating days of 2,315 and fleet
utilization of 99.8%, compared to 1,845 total operating days and a fleet
utilization of 99.6% in 2003.
Voyage Expenses. Voyage expenses increased by $2.8 million, or 187%, to $4.3
million for the year ended December 31, 2004, compared to $1.5 million for the
same period in 2003. This increase was attributable to increased commissions.
Commissions paid during 2004 and 2003 to our fleet manager amounted to $1.3
million and $0.5 million, respectively, and commissions paid to the unaffiliated
ship brokers and in-house ship brokers associated with charterers amounted to
$3.0 million and $1.2 million, respectively. The increase in commissions was
primarily the result of improved trading conditions and charter hire rates and
the increase in operating days in 2004.
Vessel Operating Expenses. Vessel operating expenses increased by $3.2 million,
or 51%, to $9.5 million for the year ended December 31, 2004 compared to $6.3
million for the same period in 2003. This increase was primarily the result of
the increased number of ownership days during 2004, resulting from the delivery
of the Protefs in August 2004 and full operation of the Dione and Danae
delivered in May and July 2004, respectively. Daily vessel operating expenses
per vessel increased by $719, or 21%, to $4,103 for 2004, compared to $3,384 for
2003. This increase was mainly attributable to increased crew wages, the
exchange rates of Euro to US dollars and increased costs of spares and repairs
and maintenance. The increase in crew wages also resulted from our acquisition
of the Dione, acquired in May 2003 and the Danae, acquired in July 2003, which,
due to their flying the Greek flag, are required to employ a comparatively
greater number of Greek officers and crew members, who are paid relatively
higher wages (denominated in Euro) than our non-Greek officers and crew members.
Depreciation. Depreciation charges increased by $1.1 million, or 28%, to $5.1
million for the year ended December 31, 2004, compared to $4.0 million for the
same period in 2003. This increase was primarily the result of increased number
of vessels and ownership days during the period following our acquisition of the
Protefs in August 2004 and full operation in 2004 of the Dione and Danae
acquired in May and July 2003, respectively.
Management Fees. Management fees increased by $0.2 million, or 29%, to $0.9
million for the year ended December 31, 2004, compared to $0.7 million for the
same period in 2003. This increase was attributable to the increased average
number of vessels under management following our acquisition of the Protefs in
August 2004, the full operation of the Dione and the Danae acquired in May and
July 2003, respectively, as well as the increase in the monthly management fee
from $12,000 to $15,000 beginning in November 2004.
Interest and Finance Cost. Interest and finance cost increased by $0.5 million,
or 29%, to $2.2 million for the year ended December 31, 2004, compared to $1.7
million for the same period in 2003. The increase in interest and finance cost
was mainly attributable to an increase in our interest expense, which increased
by $0.3 million, or 18%, to $2.0 million in 2004, compared to $1.7 million in
2003. The increase in interest expense resulted from an increase in the interest
rates payable on our outstanding debt during 2004 and a $9.4 million increase in
our total debt during the period.
B. Liquidity and Capital Resources
We have historically financed our capital requirements with cash flow from
operations, equity contributions from stockholders and long-term bank debt. Our
main uses of funds have been capital expenditures for the acquisition of new
vessels, expenditures incurred in connection with ensuring that our vessels
comply with international and regulatory standards, repayments of bank loans and
payments of dividends. We will require capital to fund ongoing operations, the
construction of new vessels, acquisitions and debt service. We anticipate that
following the completion of our initial public offering in March 2005 and the
follow on offering in December 2005 and taking into account generally expected
market conditions, internally generated cash flow and borrowings under our
credit facility will be sufficient to fund the operations of our fleet,
including our working capital requirements.
It is our intention to fund our future acquisition related capital requirements
initially through borrowings under our credit facility and to repay those
borrowings from time to time with the net proceeds of equity issuances. We
believe that excess funds will be available to support our growth strategy,
which involves the acquisition of additional vessels, and will allow us to
distribute substantially all of our available cash as dividends to our
stockholders as contemplated by our dividend policy. Depending on market
conditions in the dry bulk shipping industry and acquisition opportunities that
may arise, we may be required to obtain additional debt or equity financing
which could affect our dividend policy.
Cash Flow
Cash increased to $21.2 million as of December 31, 2005, compared to $1.8
million as of December 31, 2004. Working capital, which is current assets minus
current liabilities, including the current portion of long-term debt, had a
deficit of $7.8 million as at December 31, 2004 due to the cash dividends of
$34.0 million paid to our stockholders in December 2004. As at December 31,
2005, working capital amounted to $21.9 million.
Net Cash Provided By Operating Activities
Net cash provided by operating activities increased by $21.9 million, or 46%, to
$69.3 million for the year ended December 31, 2005 compared to $47.4 million in
2004. This increase was primarily attributable to the increase in the number of
operating days that we achieved during the year, which resulted in an increase
in our revenues.
Net cash provided by operating activities increased by $32.2 million, or 212%,
to $47.4 million for the year ended December 31, 2004 compared to $15.2 million
in 2003. This increase was primarily attributable to the increase in the number
of operating days that we achieved during the year as well as the strengthening
of the spot market, which resulted in an increase in our revenues.
Net Cash Used In Investing Activities
Net cash used in investing activities amounted to $169.2 million for 2005,
consisting of the final installments that we paid in connection with our
acquisitions of the Calipso, the Clio and the Pantelis SP, the acquisitions of
the Erato and the Thetis and the 10% advance we paid for the Coronis.
Net cash used in investing activities was $11.8 million for 2004, consisting of
the final installments that we paid in connection with our acquisitions of the
Amfitrite and the Protefs, 10% advance payment for the acquisition of the second
hand bulk carrier vessel Pantelis SP and installments paid for the Calipso and
the Clio, netted off with the proceeds from the sale of the Amfitrite in
November 2004.
Net cash used in investing activities was $52.7 million for 2003, consisting of
advances that we paid for the construction of the Protefs, the Amfitrite, the
Clio and the Calipso and the final installments that we paid in connection with
our acquisitions of the Dione and the Danae.
Net Cash Provided By / Used In Financing Activities
Net cash provided by financing activities was $119.5 million in 2005. We
borrowed $150.9 million of long-term debt to partially finance the acquisition
of the Calipso, the Pantelis SP, the Erato and the Clio and incurred $1.2
million of financing costs. We repaid $230.7 million of outstanding long-term
debt with the net proceeds of our initial public offering in March 2005, which
amounted to $194.0 million and with the net proceeds or our follow on offering
in December 2005, which amounted to $63.1 million and released $0.8 million of
restricted cash. We paid our stockholders $57.4 million in cash dividends.
Net cash used in financing activities was $41.3 million in 2004. In 2004, we
borrowed $15.7 million of long-term debt to partially finance the acquisition of
the Protefs. We repaid $6.3 million of outstanding long-term debt and paid our
stockholders $51.0 million in cash dividends.
Net cash provided by financing activities was $43.1 million for 2003, consisting
of $14.0 million in cash from the issuance of common stock, $33.5 million from
borrowings of long-term debt to partially finance the acquisition of vessels,
which were offset by $4.4 million used to repay outstanding long-term debt and
$0.4 million used to pay related financing costs.
Credit Facility
In February 2005, we entered into a new $230.0 million secured revolving credit
facility with The Royal Bank of Scotland Plc. The credit facility became
effective in March 2005 upon the successful completion of our initial public
offering. The credit facility may be used to fund our acquisitions of vessels
and companies with shipping interests and our working capital requirements in an
amount not to exceed $30.0 million, including up to $20.0 million for our
acquisition of our fleet manager.
We paid a fee of $1.2 million on the date that we signed the loan agreement and
a commitment fee of 0.375% per annum was paid on the amount of the undrawn
balance from the first available draw down date until July 1, 2005. On July 1,
2005, the commitment fee under the loan agreement decreased to 0.35% per annum
and is payable quarterly in arrears for the term of the facility. Interest on
amounts drawn are payable at a rate of 1.0% per annum over LIBOR.
The credit facility has a term of ten years. We are permitted to borrow up to
the facility limit, provided that conditions to drawdown are satisfied. The
facility limit is $230.0 million for a period of five years from the date of the
loan agreement at which time the facility limit will be reduced to $210.0
million. Thereafter, the facility limit will be reduced by $13.5 million
semi-annually over a period of five years with a final reduction of $75.0
million at the time of the last semi-annual reduction. Our ability to borrow
funds for working capital purposes is subject to review and renewal eighteen
months from the date we signed the loan agreement and thereafter will be subject
to review and renewal on an annual basis. If the lender elects to reduce the
amount of funds that we may borrow for working capital purposes, the facility
limit will be reduced by a corresponding amount.
Our obligations under the credit facility are secured by a first priority
mortgage on ten of the vessels in our combined fleet (excluding the Thetis, the
Erato and the Coronis), and such other vessels that we may from time to time
include with the approval of our lender, a first assignment of all freights,
earnings, insurances and requisition compensation and a negative pledge
agreement that requires us to either mortgage new vessels to our lender or
obtain our lender's consent before we mortgage those vessels to third parties.
We may grant additional security from time to time in the future.
Our ability to borrow amounts under the credit facility is subject to the
execution of customary documentation relating to the facility, including
security documents, satisfaction of certain customary conditions precedent and
compliance with terms and conditions included in the loan documents. Prior to
each drawdown, we are required, among other things, to provide the lender with
acceptable valuations of the vessels in our fleet confirming that the vessels in
our operating fleet have an aggregate value of not less than $350.0 million and
that the vessels in our fleet that secure our obligations under the credit
facility are sufficient to satisfy minimum security requirements. To the extent
that the value of the vessels in our operating fleet falls below $350.0 million,
our availability under the credit facility will either be proportionately
reduced or we will be required to provide the facility agent with additional
security in an amount that will, in its reasonable opinion, be adequate to
compensate for such deficiency. To the extent that the vessels in our fleet that
secure our obligations under the credit facility are insufficient to satisfy
minimum security requirements, we will be required to grant additional security
or obtain a waiver or consent from the lender. We will also not be permitted to
borrow amounts under the facility if we experience a change of control.
The credit facility contains financial covenants requiring us, among other
things, to ensure that:
o the aggregate market value of the vessels in our fleet that secure our
obligations under the credit facility at all times exceeds 130% of the
aggregate principal amount of debt outstanding under the credit
facility and the notional or actual cost of terminating any relating
hedging arrangements;
o our total assets minus our debt will not at any time be less than $200
million and at all times will exceed 35% of our total assets;
o our earnings before interest, taxes, depreciation and amortization
will at all times exceed 2.0x the aggregate amount of interest
incurred and net amounts payable under interest rate hedging
arrangements during a particular period; and
o we maintain $0.75 million of working capital per vessel.
For the purposes of the credit facility, our "total assets" are defined to
include our tangible fixed assets and our current assets, as set forth in our
consolidated financial statements, except that the value of any vessels in our
fleet that secure our obligations under the credit facility will be measured by
their fair market value rather than their carrying value on our consolidated
balance sheet.
The credit facility also contains general covenants that require us to maintain
adequate insurance coverage and to obtain the lender's consent before we acquire
new vessels, change the flag, class or management of our vessels, enter into
time charters or consecutive voyage charters that have a term that exceeds, or
which by virtue of any optional extensions may exceed, thirteen months or enter
into a new line of business. In addition, the credit facility includes customary
events of default, including those relating to a failure to pay principal or
interest, a breach of covenant, representation and warranty, a cross-default to
other indebtedness and non-compliance with security documents.
Our credit facility does not prohibit us from paying dividends so long as an
event of default has not occurred and we are not, and after giving effect to the
payment of the dividend would not be, in breach of a covenant. If we incur debt
under the credit facility, however, the amount of cash that we have available to
distribute as dividends in a period may be reduced by any interest or principal
payments that we are required to make.
Capital Expenditures
We make capital expenditures from time to time in connection with our vessel
acquisitions. Our recent vessel acquisition consists of one new Panamax dry bulk
carrier that was delivered to us in January 2006. We financed the 10% advance we
paid upon signing of the purchase agreement, in October 2005, with cash on hand
and the $37.8 balance of the purchase price with funds drawn under our revolving
credit facility. Effective April 1, 2006, we agreed to acquire our fleet manager
and we will finance the $20.0 million purchase price with funds drawn under our
revolving credit facility.
In addition, we incur additional capital expenditures when our vessels undergo
surveys. Three of our vessels in our operating fleet underwent scheduled surveys
in 2005, two additional vessels underwent special surveys in 2006 and one
additional vessel is scheduled to undergo a special survey in 2006. This process
of recertification may require us to reposition these vessels from a discharge
port to shipyard facilities, which will reduce our operating days during the
period. The loss of earnings associated with the decrease in operating days,
together with the capital needs for repairs and upgrades, is expected to result
in increased cash flow needs. We expect to fund these expenditures with cash on
hand.
C. Research and development, patents and licenses
We incur from time to time expenditures relating to inspections for acquiring
new vessels that meet our standards. Such expenditures are insignificant and
they are expensed as they incur. D. Trend information Our results of operations
depend primarily on the charter hire rates that we are able to realize. Charter
hire rates paid for dry bulk carriers are primarily a function of the underlying
balance between vessel supply and demand.
The demand for dry bulk carrier capacity is determined by the underlying demand
for commodities transported in dry bulk carriers, which in turn is influenced by
trends in the global economy. Between 2000 and 2005, trade in all dry bulk
commodities increased from 2.04 billion tons to an estimated 2.54 billion tons,
an increase of 24.3%. One of the main reasons for the resurgence in dry bulk
trade has been the growth in imports by China of iron ore, coal and steel
products during the last five years. Chinese imports of iron ore alone increased
from 70.0 million tons in 2000 to more than 208.1 million tons in 2004 with an
estimated number for 2005 of 275.0 million tons. Demand for dry bulk carrier
capacity is also affected by the operating efficiency of the global fleet, with
port congestion, which has been a feature of the market in 2004 and the first
half of 2005, absorbing additional tonnage.
The supply of dry bulk carriers is dependent on the delivery of new vessels and
the removal of vessels from the global fleet, either through scrapping or loss.
As of December 31, 2005, the global dry bulk carrier orderbook amounted to 64.1
million dwt, or 18.4% of the existing fleet, with most vessels on the orderbook
expected to be delivered within 30 months. The level of scrapping activity is
generally a function of scrapping prices in relation to current and prospective
charter market conditions, as well as operating, repair and survey costs. The
average age at which a vessel is scrapped over the last five years has been 26
years. However, due to recent strength in the dry bulk shipping industry, the
average age at which the vessels are scrapped has increased.
E. Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
F. Contractual Obligations
The following table sets forth our contractual obligations and their maturity
dates as of December 31, 2005, as adjusted to reflect our entry into an
agreement relating to our acquisition of our fleet manager:
Within One to Three to More than
One Year Three Years Five Years Five years Total
---------- ---------- ---------- ---------- ----------
(in thousands of U.S. dollars)
Fleet manager purchase option (1) $ 20,000 -- -- -- $ 20,000
Vessel purchase agreement (2) 37,800 -- -- -- 37,800
Long term debt (3) -- -- -- 12,925 12,925
----------
(1) We have entered into an agreement with the stockholders of our fleet
manager pursuant to which the stockholders may sell all, but not less
than all, of their outstanding shares of our fleet manager to us
during the twelve month period following our initial public offering
for $20.0 million in cash. On March 27, 2005, the stockholders of our
fleet manager exercised their option to sell all, but not less than
all of their outstanding shares and we agreed to buy those shares,
effective April 1, 2006. We will finance the purchase price with funds
drawn under our revolving credit facility.
(2) In October 2005, we entered into an agreement to acquire, for $42.0
million in cash, a Panamax dry bulk carrier that was under
construction. We paid $4.2 million or 10% of the purchase price of the
vessel upon the signing of the agreement and the $37.8 million balance
of the purchase price upon delivery of the vessel to us in January
2006. We financed the balance of the purchase price with a $38.5
million loan under our revolving credit facility.
(3) We have $12.9 million of indebtedness outstanding under our revolving
credit facility. This indebtedness was incurred in connection with our
acquisition of the Thetis and the Erato in November 2005, when we drew
down $74.9 million to finance the balance of their purchase price on
their delivery to us. We repaid $62.0 million or this indebtedness
with the net proceeds of our follow on offering in December 2005. We
incurred additional indebtedness on the delivery of the vessel
mentioned in note (2) above and we expect to draw down more funds on
the acquisition of our fleet manager, mentioned in note (1). The loan
bears interest of 1% above LIBOR. These interest payments are variable
and thus unknown and have not been included in the table above.
On November 12, 2004, we entered into management agreements with DSS with
respect to each vessel in our operating fleet and have entered into the same
agreements with respect to the additional vessels that we have acquired since
then. Under these agreements, we pay a monthly flat fee of $15,000 per vessel
and a 2% commission on revenues for the services of DSS. In July 2005, the
management agreements were amended as to the services provided by DSS and the
liabilities of the parties. On the same date, we entered into a management
agreement with DSS with respect to the services provided specifically to us and
our officers and executives for no additional charge by DSS. Amounts paid to DSS
will be eliminated from our consolidated financial statements as intercompany
transactions on our acquisition of DSS and will be replaced by the direct
expenses of operating DSS as a wholly-owned subsidiary.
Our fleet manager has agreed to provide us with office space and secretarial
services for no additional charge until our acquisition of DSS. The annual fair
value for the office space rent and secretarial services during 2003, 2004 and
2005 is estimated to be $141,000, $146,000 and $150,000, respectively. Following
our acquisition of DSS, we expect to pay rent for our office space to a company
controlled by our Chairman and Chief Executive Officer, Mr. Simeon Palios. We
intend to increase the size of our office space during 2006, and therefore
expect that the amount of rent we will pay to the company controlled by our
Chairman and Chief Executive Officer following our acquisition of DSS will be
greater than the rent expense recognized for our office space during 2005. See
also item 7B. "Related Party Transactions".
We have entered into agreements with an unrelated supplier for the exclusive
supply of lubricants for some of our vessels. Under the terms of those
agreements, we are provided with free lubricants provided that the specific
supplier remains our exclusive supplier for a specified period. Please see the
notes to the consolidated financial statements as of December 31, 2004 and 2005
included herein.
G. Safe Harbor
See section "forward looking statements" at the beginning of this annual report.
Item 6 Directors, Senior Management and Employees
A. Directors and Senior Management
Set forth below are the names, ages and positions of our directors and executive
officers. Our board of directors is elected annually on a staggered basis, and
each director elected holds office for a three year term. Officers are appointed
from time to time by our board of directors and hold office until a successor is
appointed or their employment is terminated.
Name Age Position
Simeon Palios 64 Class I Director, Chief Executive
Officer and Chairman
Anastassis Margaronis 50 Class I Director and President
Ioannis Zafirakis 34 Class I Director, Vice President and
Secretary
Konstantinos Koutsomitopoulos 38 Vice President and Head of Corporate
Development
Andreas Michalopoulos 35 Chief Financial Officer and Treasurer
Maria Dede 33 Chief Accounting Officer
William (Bill) Lawes 62 Class II Director
Konstantinos Psaltis 67 Class II Director
Boris Nachamkin 72 Class III Director
Apostolos Kontoyannis 57 Class III Director
The business address of each officer and director is the address of our
principal executive offices, which are located at Pendelis 16, 175 64 Palaio
Faliro, Athens, Greece.
Biographical information with respect to each of our directors and executive
officers is set forth below.
Simeon P. Palios has served as our Chief Executive Officer and Chairman since
February 21, 2005 and as a Director since March 9, 1999. Mr. Palios also serves
as an employee of DSS. Prior to November 12, 2004, Mr. Palios was the Managing
Director of Diana Shipping Agencies S.A. and performed on our behalf the
services he now performs as Chief Executive Officer. Since 1972, when he formed
Diana Shipping Agencies, Mr. Palios has had the overall responsibility of our
activities. Mr. Palios has 38 years experience in the shipping industry and
expertise in technical and operational issues. He has served as an ensign in the
Greek Navy for the inspection of passenger boats on behalf of Ministry of
Merchant Marine and is qualified as a naval architect and engineer. Mr. Palios
is a member of various leading classification societies worldwide and he is a
member of the board of directors of the United Kingdom Freight Demurrage and
Defense Association Limited. He holds a bachelors degree in Marine Engineering
from Durham University.
Anastassis C. Margaronis has served as our President and as a Director since
February 21, 2005. Mr. Margaronis also serves as an employee of DSS. Prior to
February 21, 2005, Mr. Margaronis was employed by Diana Shipping Agencies S.A.
and performed on our behalf the services he now performs as President. He joined
Diana Shipping Agencies in 1979 and has been responsible for overseeing our
insurance matters, including hull and machinery, protection and indemnity and
war risks cover. Mr. Margaronis has 25 years of experience in shipping,
including in ship finance and insurance. He is a member of the Governing Council
of the Greek Shipowner's Union and a member of the board of directors of the
United Kingdom Mutual Steam Ship Assurance Association (Bermuda) Limited. He
holds a bachelors degree in Economics from the University of Warwick and a
master's degree from the Wales Institute of Science and Technology.
Ioannis G. Zafirakis has served as our Vice President and Secretary since
February 21, 2005 and as a Director since March 9, 1999. Mr. Zafirakis also
serves as an employee of DSS. Prior to February 21, 2005, Mr. Zafirakis was
employed by Diana Shipping Agencies S.A. and performed on our behalf the
services he now performs as Vice President. He joined Diana Shipping Agencies
S.A. in 1997 where he held a number of positions in its finance and accounting
department. He holds a bachelors degree in Business Studies from City University
Business School in London and a master's degree in International Transport from
the University of Wales in Cardiff.
Konstantinos Koutsomitopoulos served as our Chief Financial Officer and
Treasurer from February 21, 2005 to March 8, 2006 and currently holds the
position of Vice President and Head of Corporate Development.. Prior to becoming
our Chief Financial Officer, Mr. Koutsomitopoulos provided similar services to
us since joining our Company in October 2004. Having a family background in
shipping, Mr. Koutsomitopoulos joined Pegasus Shipping Inc., a reporting company
in the United States, in 1992. From 1997 to 2002, Mr. Koutsomitopoulos was
responsible for chartering, sales and purchasing and assisting in financing
activities of the company, holding the positions of Chief Executive Officer and,
subsequently, Director. Prior to joining our Company in 2004, Mr.
Koutsomitopoulos served as an independent financial adviser, primarily serving
members of the shipping industry. He has 15 years of experience in shipping and
in particular shipping finance. Mr. Koutsomitopoulos graduated from the
University of Athens in 1989 with a bachelor's degree in Economics and from City
University Business School in London in 1991 with a master's degree in Shipping,
Trade and Finance.
Andreas Michalopoulos has agreed to serve as our Chief Financial Officer
effective March 8, 2006. Mr. Michalopoulos started his career in 1993 where he
joined Merrill Lynch Private Banking in Paris. In 1995, he became an
International Corporate Auditor with Nestle SA based in Vevey, Switzerland and
moved in 1998 to the position of Trade Marketing and Merchandising Manager. From
2000 to 2002, he worked for McKinsey and Company in Paris, France as an
Associate Generalist Consultant before joining from 2002 to 2005, a major Greek
Pharmaceutical Group, Lavipharm SA, with US R&D activity as a Vice President
International Business Development, Member of the Executive Committee. From 2005
to 2006, he joined Diana Shipping Agencies as a Project Manager. Mr.
Michalopoulos has graduated from Paris IX Dauphine University with Honours in
1993 obtaining an MSc in Economics and a Masters degree in Management Sciences
specialized in Finance. In 1995, he also obtained an MBA from Imperial College,
University of London. Mr. Andreas Michalopoulos is married to the youngest
daughter of Mr. Simeon Palios.
Maria Dede has served as our Chief Accounting Officer since September 1, 2005
during which time she has been responsible for all financial reporting
requirements. Mrs. Dede has also served as an employee of DSS since March 2005.
In 2000, Mrs. Dede joined the Athens branch of Arthur Andersen, which merged
with Ernst and Young (Hellas) in 2002, where she served as an external auditor
of shipping companies until 2005. From 1996 to 2000, Mrs. Dede was employed by
Venus Enterprises SA, a ship-management company, where she held a number of
positions primarily in accounting and supplies. Mrs. Dede holds a bachelors
degree in Maritime Studies from the University of Piraeus and a Master's Degree
in Business Administration from the Athens Laboratory of Business
Administration.
Evangelos Monastiriotis served as our Chief Accounting Officer, pursuant to his
employment with DSS, from February 21, 2005 to August 31, 2005. Mr.
Monastiriotis joined the accounting department of our fleet manager in 1980 and
has been responsible for the preparation of its financial statements. Prior to
1980, Mr. Monastiriotis was employed by the Piraeus branch of Moore Stephens &
Co., Chartered Accountants. In 1998, he was elected Vice-President of the
Economic Chamber of Greece. Mr. Monastiriotis graduated from the Economic
University of Athens in 1974 with a bachelors degree in Economics and Business
Administration.
William (Bill) Lawes has served as a Director and the Chairman of our Audit
Committee since March 2005. Mr. Lawes served as a Managing Director and a member
of the Regional Senior Management Board of JPMorgan Chase (London) from 1987
until 2002. Prior to joining JPMorgan Chase, he was Global Head of Shipping
Finance at Grindlays Bank. Mr. Lawes is currently a member of the International
Maritime Industries' Forum. Mr. Lawes is qualified as a member of the Institute
of Chartered Accountants of Scotland.
Konstantinos Psaltis has served as a Director since March 2005. Since 1981, Mr.
Psaltis has served as Managing Director of Ormos Compania Naviera S.A., a
company that specializes in operating and managing multipurpose container
vessels. Prior to joining Ormos Compania Naviera S.A., Mr. Psaltis
simultaneously served as a technical manager in the textile manufacturing
industry and as a shareholder of shipping companies managed by M.J. Lemos. From
1961 to 1964, he served as ensign in the Royal Hellenic Navy. Mr. Psaltis is a
member of the Germanischer Lloyds Hellas Committee. He holds a degree in
Mechanical Engineering from Technische Hochschule Reutlingen & Wuppertal and a
bachelor's degree in Business Administration from Tubingen University in
Germany.
Boris Nachamkin has served as a Director and as a member of our Compensation
Committee since March 2005. Mr. Nachamkin was with Bankers Trust Company, New
York, for 37 years, from 1956 to 1993 and was posted to London in 1968. Upon
retirement in 1993, he acted as Managing Director and Global Head of Shipping at
Bankers Trust. Mr. Nachamkin was also the UK Representative of Deutsche Bank
Shipping from 1996 to 1998 and Senior Executive and Head of Shipping, based in
Paris, for Credit Agricole Indosuez between 1998 and 2000. Previously, he was a
Director of Mercur Tankers, a company which was listed on the Oslo Stock
Exchange, and Ugland International, a shipping company. He also serves as
Managing Director of Seatrust Shipping Services Ltd., a private consulting firm.
Apostolos Kontoyannis has served as a Director and as the Chairman of our
Compensation Committee and a member of our Audit Committee effective as since
March 2005. Since 1987, Mr. Kontoyannis has been the Chairman of Investments and
Finance Ltd., a financial consultancy firm he founded, that specializes in
financial and structuring issues relating to the Greek maritime industry, with
offices in Piraeus and London. He was employed by Chase Manhattan Bank N.A. in
Frankfurt (Corporate Bank), London (Head of Shipping Finance South Western
European Region) and Piraeus (Manager, Ship Finance Group) from 1975 to 1987.
Mr. Kontoyannis holds a bachelors degree in Finance and Marketing and an M.B.A.
in Finance from Boston University.
B. Compensation
The aggregate compensation to members of our senior management for the period
from March 17, 2005 (the date our initial public offering was completed) to
December 31, 2005, was $1.6 million. We have not paid senior management
compensation for any years prior to 2005. Those members of our senior management
during 2003 and 2004 were employed and paid compensation for those years by our
fleet manager from the management fees that we paid to it. We estimated that the
fair market value of the aggregate compensation for each of the years ended
December 31, 2003, 2004, and for the period from January 1, 2005 to March 17,
2005 (the date our initial public offering was completed), that we would have
paid to members of our senior management had we been a public company would have
been $1.3 million, $1.4 million and $0.3 million, respectively, had such
services been charged to us at fair value by our fleet manager during those
periods. Please see Note 13 to our audited consolidated financial statements. We
did not pay any benefits in 2003, 2004 and 2005. We do not have a retirement
plan for our officers or directors.
Non-employee directors receive annual fees in the amount of $40,000 plus
reimbursement of their out-of-pocket expenses. In addition, each non-executive
serving as chairman or member of the committees receives annual fees of $20,000
and $10,000, respectively, plus reimbursement of their out-of-pocket expenses.
As at December 31, 2005 fees to non-executive directors amounted to
approximately $173,500.
C. Board Practices
The term of our Class I directors expires in 2006, the term of our Class II
directors expires in 2007 and the term of our Class III directors expires in
2008.
We have established an Audit Committee comprised of two board members which is
responsible for reviewing our accounting controls, recommending to the board of
directors the engagement of our outside auditors, and pre-approving audit and
audit related services and fees. Each member is an independent director. In
addition, we have established a Compensation Committee comprised of two members,
which is responsible for establishing executive officers' compensation and
benefits. The members of the Audit Committee are Mr. William Lawes (Chairman and
financial expert) and Mr. Apostolos Kontoyannis and the members of the
Compensation Committee are Mr. Apostolos Kontoyannis (Chairman) and Mr. Boris
Nachamkin. While we are exempt from New York Stock Exchange rules on independent
directors, we currently conform to those rules.
D. Crewing and Shore Employees
Prior to February 21, 2005, the shoreside personnel provided by our fleet
manager included Mr. Simeon Palios, Mr. Anastassis Margaronis, Mr. Ioannis
Zafirakis and Evangelos Monastiriotis, who, as employees of our fleet manager,
performed services that were substantially identical to services provided by
executive officers. On February 21, 2005, Mr. Simeon Palios, Mr. Anastassis
Margaronis, and Mr. Ioannis Zafirakis became executive officers and employees of
our Company effective March 17, 2005. From February 21, 2005 to September 1,
2005, Mr. Monastiriotis, while employed by our fleet manager, served as our
acting Chief Accounting Officer. On September 1, 2005, Mrs. Maria Dede became
our Chief Accounting Officer and provides her services to us pursuant to her
employment with our fleet manager. Effective March 8, 2006 Mr. Andreas
Michalopoulos became our Chief Financial Officer and Mr. Koutsomitopoulos who
served as our Chief Financial Officer until then became our Vice President and
Head of Corporate Development.
We crew our vessels primarily with Greek officers and Filipino officers and
seamen. Our fleet manager is responsible for identifying our Greek officers,
which are hired by our vessel owning subsidiaries. Our Filipino officers and
seamen are referred to our fleet manager by Crossworld Marine Services Inc., an
independent crewing agency. The crewing agency handles each seaman's training,
travel and payroll. We ensure that all our seamen have the qualifications and
licenses required to comply with international regulations and shipping
conventions. Additionally, our seafaring employees perform most commissioning
work and supervise work at shipyards and drydock facilities. We typically man
our vessels with more crew members than are required by the country of the
vessel's flag in order to allow for the performance of routine maintenance
duties.
Although we had no shoreside employees from 2001 through 2004, our fleet manager
has informed us of the number of persons employed by it that were dedicated to
managing our fleet. The following table presents the average number of shoreside
personnel that were employed by our fleet manager on our behalf and the number
of seafaring personnel employed by our vessel owning subsidiaries during the
periods indicated.
Year Ended December 31,
--------------------------------------------
2003 2004 2005
---------- ---------- ----------
Shoreside 28 28 30
Seafaring 130 159 263
---------- ---------- ----------
Total 158 187 293
========== ========== ==========
E. Share Ownership
With respect to the total amount of common stock owned by all of our officers
and directors, individually and as a group, see Item 7 "Major Shareholders and
Related Party Transactions".
Equity Incentive Plan
We have adopted an equity incentive plan, to which we refer as the plan, which
entitles our officers, key employees and directors to receive options to acquire
our common stock. A total of 2,800,000 shares of common stock was reserved for
issuance under the plan. The plan is administered by our board of directors.
Under the terms of the plan, our board of directors will be able to grant new
options exercisable at a price per share to be determined by our board of
directors. Under the terms of the plan, no options will be exercisable until at
least two years after the closing of our initial public offering. Any shares
received on exercise of the options will not be able to be sold until three
years after our initial public offering. All options will expire 10 years from
the date of grant. The plan will expire in March, 2015.
Item 7 Major Shareholders and Related Party Transactions
A. Major Stockholders
The following table sets forth information regarding (i) the owners of more than
five percent of our common stock that we are aware of and (ii) the total amount
of common stock owned by all of our officers and directors, individually and as
a group, in each case as of March 31, 2005. All of the stockholders, including
the stockholders listed in this table, are entitled to one vote for each share
of common stock held.
Number of Percent of
Title of Class Identity of Person or Group Shares Owned Class
----------------- ------------------------------- ------------ -----------
Common Stock, par
value $0.01 Simeon Palios(1) 20,718,750 46.04%
Fortis Bank (Nederland) N.V.(2) 5,050,000 11.22%
All officers and directors as a
group(3) 20,718,750 46.04%
----------
(1) By virtue of shares owned indirectly through Corozal Compania Naviera
S.A. and Ironwood Trading Corp. over which Mr. Simeon Palios exercises
sole voting and dispositive power. Prior to the formation of Ironwood
Trading Corp. in 2002, Mr. Simeon Palios beneficially owned 100% of
our outstanding stock.
(2) By virtue of shares owned indirectly through Zoe S. Company Ltd., a
wholly-owned subsidiary of Maas Capital Investments, which in turn is
a wholly-owned subsidiary of Fortis Bank (Nederland) N.V. In 2002, Zoe
S. Company Ltd. entered into a Share Purchase and Subscription
Agreement with Ironwood Trading Corp., pursuant to which Zoe S.
Company Ltd. purchased 50% of our then outstanding stock. Zoe S.
Company Ltd. subsequently sold 25% of our then outstanding common
stock to Corozal Compania Naviera S.A., an entity controlled by Mr.
Simeon Palios, on September 3, 2004.
(3) Mr. Simeon Palios is our only director or officer that beneficially
owns our common stock. Mr. Anastassis Margaronis, our President and a
member of our board of directors, and Mr. Ioannis Zafirakis, our Vice
President and a member of our board of directors, are indirect
stockholders of Corozal Compania Naviera S.A., which is the registered
owner of some of our common stock. Mr. Margaronis and Mr. Zafirakis do
not have dispositive or voting power with regard to shares held by
Corozal Compania S.A. and, accordingly, are not considered to be
beneficial owners of our common stock.
B. Related Party Transactions
Diana Shipping Services S.A. Management Agreements
We have entered into management agreements with Diana Shipping Services, S.A.,
or DSS, an affiliated entity that is majority owned and controlled by our Chief
Executive Officer and Chairman, Mr. Simeon Palios, with respect to each of the
vessels in our operating fleet. We intend to enter into similar management
agreements with DSS with respect to vessels that we may acquire in the future.
The stockholders of DSS also include Mr. Anastassis Margaronis, our President
and a member of our board of directors, and Mr. Ioannis Zafirakis, our Vice
President and a member of our board of directors. Under the terms of the
management agreements, DSS is responsible for the commercial and technical
management of our vessels. Pursuant to the management agreement, we pay DSS a
commission equal to 2% of our revenues and a fixed monthly fee of $15,000 per
vessel. We believe that the amounts we pay to DSS are comparable to amounts that
we would negotiate in an arms length transaction with an unaffiliated third
party. We have also entered into a separate agreement with DSS whereby DSS has
agreed to provide us with office space and secretarial services at its offices
at Pendelis 16, Athens, Greece for no additional charge.
Diana Shipping Services S.A. Purchase Option
We have entered into an agreement with the stockholders of DSS pursuant to which
the DSS stockholders could sell all, but not less than all, of their outstanding
shares of DSS to us for $20.0 million in cash. DSS's indirect stockholders
included Mr. Simeon Palios, our Chairman and Chief Executive Officer, Mr.
Anastassis Margaronis, our President and a member of our board of directors and
Mr. Ioannis Zafirakis, our Vice President and a member of our board of
directors. Under the terms of the agreement, if the DSS stockholders did not
sell their outstanding shares to us prior to March 16, 2006 extended to March
31, 2006, we could exercise an option to purchase the shares from them for the
same consideration at any time prior to March 16, 2007. On March 27, 2006, the
stockholders of DSS exercised their option to sell all, but not less than all,
of their shares to us and as such, effective April 1, 2006 DSS has become our
wholly-owned subsidiary and we now conduct the commercial and technical
management of our fleet in house.
Universal Shipping and Real Estates Inc.
Following our acquisition of DSS, we expect to pay rent for our office space to
Universal Shipping and Real Estates Inc., or Universal, a company controlled by
our Chairman and Chief Executive Officer, Mr. Simeon Palios. Pursuant to the
lease agreement signed between DSS and Universal, we expect that the amount of
rent we will pay for the first year, following our acquisition of DSS, will
amount to Euro 236,400 and will increase for each subsequent year by the rate of
3% above inflation.
Diana Shipping Agencies S.A. Management Agreements
Prior to November 12, 2004, we were a party to management agreements with Diana
Shipping Agencies S.A., or DSA, an affiliated entity that is majority owned and
controlled by our Chairman and Chief Executive Officer, with respect to each of
our vessels from our founding until November 12, 2004. The stockholders of DSA
also include Mr. Anastassis Margaronis, our President and a member of our board
of directors, and Mr. Ioannis Zafirakis, our Vice President and a member of our
board of directors. Under the terms of the agreements, we paid DSA a fixed
monthly fee of $12 thousand per vessel and a commission equal to 2% of vessel
revenue. Under the terms of the management agreement, DSA provided the
commercial, strategic and technical management of our vessels. We believe that
the amounts we paid to DSA were comparable to amounts that we would have
negotiated in an arms length transaction with an unaffiliated third party. DSA
also provided us with office space in Athens, Greece. The fair value of the
annual rent for the office space and the secretarial services provided during
2004 was estimated at approximately $146,000. Our management agreements with DSA
were terminated on November 12, 2004.
Commercial Banking, Financial Advisory and Investment Banking Services
Fortis Bank (Nederland) N.V., one of our current stockholders, and its
affiliates have provided and may provide in the future commercial banking,
financial advisory and investment banking services for us for which they receive
customary compensation. Fortis Bank (Nederland) N.V. provided us with bridge
loans that we repaid in 2001 and acted as the counterparty under two separate
interest rate option contracts that we terminated in November 2004. Fortis
Securities LLC, an affiliate of Fortis Bank (Nederland) N.V., was an underwriter
in our initial public offering in March 2005 and our follow-on offering in
December 2005.
Registration Rights Agreement
We have entered into a registration rights agreement with Corozal Compania
Naviera S.A., Ironwood Trading Corp., and Zoe S. Company Ltd., our stockholders
of record immediately prior to our initial public offering in March 2005,
pursuant to which we have granted them, their affiliates (including Mr. Simeon
Palios, Mr. Anastassis Margaronis and Mr. Ioannis Zafirakis) and certain of
their transferees, the right, under certain circumstances and subject to certain
restrictions, including any applicable lock-up agreements then in place, to
require us to register under the Securities Act shares of our common stock held
by them. Under the registration rights agreement, these persons will have the
right to request us to register the sale of shares held by them on their behalf
and may require us to make available shelf registration statements permitting
sales of shares into the market from time to time over an extended period. In
addition, these persons will have the ability to exercise certain piggyback
registration rights in connection with registered offerings requested by
stockholders or initiated by us. Our stockholders of record immediately prior to
our initial public offering, currently, own 25,768,750 shares entitled to these
registration rights.
Consultancy Agreements
We have consulting agreements with companies owed by Mr. Palios, Mr. Margaronis,
Mr. Zafirakis and Mr. Koutsomitopoulos, respectively. As at December 31, 2005,
we paid to these companies $1.4 million for services provided by their owners
and performed outside of Greece. On March 31, 2006, the consulting agreement
with the company owned by Mr. Koutsomitopoulos was terminated. On March 1, 2006
we entered into a consulting agreement with a company owned by Mr.
Michalopoulos.
Travel Services
Altair Travel S.A., an affiliated entity that is controlled by our Chairman and
Chief Executive Officer, Mr. Simeon Palios, provides us with travel related
services. Travel related expenses in 2003, 2004 and 2005 amounted to $167, $287
and $716 thousand, respectively. We believe that the fees that we pay to Altair
Travel S.A. are no greater than fees we would pay to an unrelated third party
for comparable services in an arm's length transaction. Following our
acquisition of DSS, we expect to pay rent to Altair for the lease of parking
places, amounting to Euro 11,220 for the first year and increased by 3% above
inflation for each subsequent year.
C. Interests of Experts and Counsel
Not Applicable.
Item 8. Financial information
A. Consolidated statements and other financial information
See Item 18.
Legal Proceedings
We have not been involved in any legal proceedings which may have, or have had,
a significant effect on our business, financial position, results of operations
or liquidity, nor are we aware of any proceedings that are pending or threatened
which may have a significant effect on our business, financial position, results
of operations or liquidity. From time to time, we may be subject to legal
proceedings and claims in the ordinary course of business, principally personal
injury and property casualty claims. We expect that these claims would be
covered by insurance, subject to customary deductibles. Those claims, even if
lacking merit, could result in the expenditure of significant financial and
managerial resources.
Dividend policy
Our policy is to declare quarterly distributions to stockholders by each
February, May, August and November substantially equal to our available cash
from operations during the previous quarter after expenses and reserves for
scheduled drydockings, intermediate and special surveys and other purposes as
our board of directors may from time to time determine are required, after
taking into account contingent liabilities, the terms of our credit facility,
our growth strategy and other cash needs and the requirements of Marshall
Islands law.
In times when we have debt outstanding, we intend to limit our dividends per
share to the amount that we would have been able to pay if we were financed
entirely with equity such that (i) the available cash from operations as
determined by our board of directors would be increased by the amount of
interest expense incurred on account of such outstanding debt during the current
year, and (ii) the number of shares outstanding would be deemed to include an
additional number of shares, which, if issued, would have generated net proceeds
that would have been sufficient to have allowed us to repay such outstanding
debt as of the beginning of the related period (based on the market price of our
common stock as of the determination date). Our board of directors may review
and amend our dividend policy from time to time in light of our plans for future
growth and other factors. Depending on the circumstances, we may or may not be
required to use sources other than our available cash from operation to fund
such dividends.
We believe that, under current law, our dividend payments from earnings and
profits will constitute "qualified dividend income" and as such will generally
be subject to a 15% United States federal income tax rate with respect to
non-corporate individual stockholders. Distributions in excess of our earnings
and profits will be treated first as a non-taxable return of capital to the
extent of a United States stockholder's tax basis in its common stock on a
dollar-for-dollar basis and thereafter as capital gain. We note that legislation
has been recently introduced in the United States Senate, which, if enacted in
its present form, would preclude dividends received after the date of enactment
from qualifying as "qualified dividend income". Please see the section of this
report entitled "Tax Considerations" for additional information relating to the
tax treatment of our dividend payments.
Since our initial public offering in March 2005, we have declared and paid a
dividend of $0.08 per share representing 14 days of operations during the first
quarter, a dividend of $0.54 per share representing our results of operations
for the second quarter of 2005, a dividend of $0.465 per share, representing our
results of operations for the third quarter of 2005 and a dividend of $0.40 per
share representing our results of operations for the fourth quarter of 2005.
The dry bulk shipping industry is highly volatile, and we cannot accurately
predict the amount of cash distributions that we may make in any period. Factors
beyond our control may affect the charter market for our vessels and our
charterers' ability to satisfy their contractual obligations to us, and we
cannot assure you that dividends in amounts similar to those described above
will actually be declared. In particular, the dividends described above are
based on past charter hire rates that are not necessarily representative of
future rates, which are subject to volatile changes due to the cyclical nature
of the dry bulk shipping industry.
Marshall Islands law generally prohibits the payment of dividends other than
from surplus or when a company is insolvent or if the payment of the dividend
would render the company insolvent. For a description of the restrictions on the
payment of dividends contained in our credit facility, we refer you to the
section entitled "Credit Facility". In addition, we may incur expenses or
liabilities, including extraordinary expenses, which could include costs of
claims and related litigation expenses, or be subject to other circumstances in
the future that reduce or eliminate the amount of cash that we have available
for distribution as dividends or for which our board of directors may determine
we require the establishment or reserves. Our growth strategy contemplates that
we will finance the acquisition of additional vessels through a combination of
debt and equity financing on terms acceptable to us. If financing is not
available to us on acceptable terms, our board of directors may determine to
finance or refinance acquisitions with cash from operations, which would reduce
or even eliminate the amount of cash available for the payment of dividends.
We will record our acquisition of our fleet manager at historical cost due to
the fact that when we and our fleet manager signed the put option agreement were
under common control. The amount of the purchase price that exceeds the carrying
value of our fleet manager's net assets is considered to be a preferential
deemed dividend and will be reflected as a reduction in net income in the period
the acquisition is consummated.
B. Significant Changes
On March 27, 2006, DSS stockholders exercised their option to sell their shares
to us and we agreed to acquire such shares effective April 1, 2006, on which
date DSS became our wholly owned subsidiary. We will pay the purchase price for
the shares of DSS, amounting to $20.0 million with funds drawn under our credit
facility. The amount in excess of DSS historical book value will be considered a
preferential deemed dividend (approximately $19,460 at December 31, 2005) and
will be reflected as a reduction in net income in the period the acquisition is
consummated.
Item 9. Listing Details
The trading market for shares of our common stock is the New York Stock
Exchange, on which our shares trade under the symbol "DSX". The following table
sets forth the high and low closing prices for shares of our common stock since
our initial public offering on March 17, 2005, as reported by the New York Stock
Exchange:
Period High Low
------------------------------ ----------- -----------
2005........................ $17.75 $12.14
2006........................ 13.55 11.19
1st quarter 2005............ $17.75 $15.50
2nd quarter 2005............ 17.20 13.00
3rd quarter 2005............ 16.78 12.46
4th quarter 2005............ 16.85 12.14
1st quarter 2006............ 13.55 11.19
October 2005................ $16.85 $15.14
November 2005............... 16.17 13.78
December 2005............... 14.50 12.14
January 2006................ 13.55 11.79
February 2006............... 12.49 11.19
March 2006.................. 12.41 11.24
Item 10. Additional Information
A. Share Capital
Not Applicable.
B. Memorandum and articles of association
Our amended and restated articles of incorporation and bylaws have been filed as
exhibit 3.1 and 3.2 to our Registration Statement on form F-1 filed with the
Securities and Exchange Commission on March 1, 2005 with file number 333-123052.
The information contained under "Description of Capital Stock" contained in that
Registration Statement in incorporated by reference herein.
Information regarding the rights, preferences and restrictions attaching to each
class of the shares is described in section "Description of Capital Stock" in
our Registration Statement on Form F-1 filed with the Securities and Exchange
Commission on November 23, 2005 with file number 333-129726, provided that since
the date of that Registration Statement, our outstanding shares of common stock
has increased to 45,000,000.
C. Material Contracts
We refer you to Item 7.B for a discussion of our option agreement to purchase
our fleet manager and our registration rights agreement with our stockholders of
record before our initial public offering. Other than these agreements, we have
no material contracts, other than contracts entered into in the ordinary course
of business, to which the Company or any member of the group is a party D.
Exchange Controls Under Marshall Islands, Panamanian and Greek law, there are
currently no restrictions on the export or import of capital, including foreign
exchange controls or restrictions that affect the remittance of dividends,
interest or other payments to non-resident holders of our common stock.
E. Taxation
United States Taxation
The following discussion is based upon the provisions of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), existing and proposed U.S.
Treasury Department regulations, administrative rulings, pronouncements and
judicial decisions, all as of the date of this Annual Report. This discussion
assumes that we do not have an office or other fixed place of business in the
United States. Unless the context otherwise requires, the reference to Company
below shall be meant to refer to both the Company and its vessel owning and
operating subsidiaries.
Taxation of the Company's Shipping Income: In General
The Company anticipates that it will derive substantially all of its gross
income from the use and operation of vessels in international commerce and that
this income will principally consist of freights from the transportation of
cargoes, hire or lease from time or voyage charters and the performance of
services directly related thereto, which the Company refers to as "shipping
income."
Shipping income that is attributable to transportation that begins or ends, but
that does not both begin and end, in the United States will be considered to be
50% derived from sources within the United States. Shipping income attributable
to transportation that both begins and ends in the United States will be
considered to be 100% derived from sources within the United States. The Company
does not engage in transportation that gives rise to 100% U.S. source income.
Shipping income attributable to transportation exclusively between non-U.S.
ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United States will not
be subject to U.S. federal income tax.
Based upon the Company's anticipated shipping operations, the Company's vessels
will operate in various parts of the world, including to or from U.S. ports.
Unless exempt from U.S. taxation under Section 883 of the Code, the Company will
be subject to U.S. federal income taxation, in the manner discussed below, to
the extent its shipping income is considered derived from sources within the
United States.
In the year ended December 31, 2005, approximately 8.5%, of the Company's
shipping income was attributable to the transportation of cargoes either to or
from a U.S. port. Accordingly, 4.3% of the Company's shipping income would be
treated as derived from U.S. sources for the year ended December 31, 2005. In
the absence of exemption from tax under Section 883, the Company would have been
subject to a 4% tax on its gross U.S. source shipping income equal to
approximately $0.2 million for the year ended December 31, 2005.
Application of Code Section 883
Under the relevant provisions of Section 883 of the Code and the final
regulations promulgated thereunder, or the final regulations, which became
effective on January 1, 2005 for calendar year taxpayers like ourselves and our
subsidiaries, a foreign corporation will be exempt from U.S. taxation on its
U.S. source shipping income if:
(i) It is organized in a qualified foreign country which, as defined, is
one that grants an equivalent exemption from tax to corporations
organized in the United States in respect of the shipping income for
which exemption is being claimed under Section 883, or the "country of
organization requirement"; and
(ii) It can satisfy any one of the following two (2) stock ownership
requirements:
o more than 50% of its stock, in terms of value, is beneficially
owned by qualified shareholders which, as defined, includes
individuals who are residents of a qualified foreign country, or
the "50% Ownership Test"; or
o its stock or that of its 100% parent is "primarily and regularly"
traded on an established securities market located in the United
States, or the "Publicly Traded Test".
The U.S. Treasury Department has recognized the Marshall Islands, the Company's
country of organization since February 2005, and Panama, the country of
incorporation of each of the Company's subsidiaries that earned shipping income
during 2005, as a qualified foreign country. Accordingly, the Company and each
of the subsidiaries satisfy the country of organization requirement.
For the 2005 tax year, the Company believes that it will be unlikely to satisfy
the 50% Ownership Test. Therefore, the eligibility of the Company and each
subsidiary to qualify for exemption under Section 883 is wholly dependent upon
being able to satisfy the Publicly Traded Test.
Under the final regulations, the Company's common stock, which is the sole class
of issued and outstanding stock, was "primarily traded" on the New York Stock
Exchange during 2005.
Under the final regulations, the Company's common stock will be considered to be
"regularly traded" on the New York Stock Exchange if its common stock is listed
on the New York Stock Exchange and in addition, its common stock is traded on
the New York Stock Exchange, other than in minimal quantities, on at least 60
days during the taxable year and the aggregate number of shares of common stock
so traded during the taxable year is at least 10% of the average number of
shares of common stock issued and outstanding during such year. The Company has
satisfied the listing requirement as well as the trading frequency and trading
volume tests.
Notwithstanding the foregoing, the final regulations provide, in pertinent part,
that stock will not be considered to be "regularly traded" on an established
securities market for any taxable year in which 50% or more of such stock is
owned, actually or constructively under specified stock attribution rules, on
more than half the days during the taxable year by persons, or 5% Shareholders,
who each own 5% or more of the value of stock, or the "5 Percent Override Rule."
For more than half the days of the tax year 2005, 51.80% of the Company's common
stock was owned by 5% Shareholders whose issued and outstanding stock were
issued in bearer form and therefore, the Company is subject to the 5 Percent
Override Rule for 2005 unless the Company can establish that among the
closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that
are qualified shareholders for purposes of Section 883 to preclude non-qualified
5% Shareholders in the closely-held group from owning 50% or more of its stock
for more than half the number of days during the taxable year. In order to
establish this, sufficient 5% Shareholders that are qualified shareholders must
comply with certain documentation and certification requirements designed to
substantiate their identity as qualified shareholders
Based on a literal reading of the Section 883 regulations, holders of bearer
shares are denied qualified shareholder status. Nevertheless, we believe our
facts in respect to the bearer shares owned by Simon Palios, which constitute
63% of the 51.80% stock ownership held by 5% Shareholders, are distinguishable
from those which the regulations were intended to address as a result of Mr.
Palios having declared and disclosed as a matter of public record his 32.46%
beneficial ownership in the Company through his ownership of such bearer shares
and having provided the Company with an affidavit sworn under the penalties of
perjury attesting to his ownership, control and physical possession over such
bearer shares throughout 2005.
Based on the foregoing, the Company intends to take the position that it is not
subject to the 5 Percent Override Rule and therefore, satisfies the Publicly
Traded Test for 2005. The Company, however, can give no assurances that it would
prevail if its position were challenged on audit.
Taxation in Absence of Internal Revenue Code Section 883 Exemption
To the extent the benefits of Section 883 are unavailable with respect to any
item of U.S. source shipping income, the Company and each of its subsidiaries
would be subject to a 4% tax imposed on such income by Section 887 of the Code
on a gross basis, without the benefit of deductions. Since under the sourcing
rules described above, no more than 50% of the Company's shipping income would
be treated as being derived from U.S. sources, the maximum effective rate of
U.S. federal income tax on the Company's shipping income would never exceed 2%
under the 4% gross basis tax regime.
Based on its U.S. source Shipping Income for 2005, the Company would be subject
to U.S. federal income tax of approximately $0.2 million under Section 887 in
the absence of an exemption under Section 883.
Gain on Sale of Vessels.
Regardless of whether we qualify for exemption under Section 883, we will not be
subject to United States federal income taxation with respect to gain realized
on a sale of a vessel, provided the sale is considered to occur outside of the
United States under United States federal income tax principles. In general, a
sale of a vessel will be considered to occur outside of the United States for
this purpose if title to the vessel, and risk of loss with respect to the
vessel, pass to the buyer outside of the United States. It is expected that any
sale of a vessel by us will be considered to occur outside of the United States.
Marshall Islands Tax Considerations
We are incorporated in the Marshall Islands. Under current Marshall Islands law,
we are not subject to tax on income or capital gains, and no Marshall Islands
withholding tax will be imposed upon payments of dividends by us to our
stockholders.
F. Dividends and paying agents
Not Applicable.
G. Statement by experts
Not Applicable.
H. Documents on display
We file reports and other information with the SEC. These materials, including
this annual report and the accompanying exhibits, may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549, or from the SEC's website http://www.sec.gov. You
may obtain information on the operation of the public reference room by calling
1 (800) SEC-330 and you may obtain copies at prescribed rates.
I. Subsidiary information
Not Applicable.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Interest Rates
We are exposed to market risks associated with changes in interest rates. In
November, 2005, we drew down $74.9 million in connection with the delivery of
the Erato and the Thetis. At December 31, 2005, we had $12.9 million of
indebtedness outstanding. The weighted average interest rate for the period from
November 2005 to December 31, 2005 was 5.25% and interest rates ranged from
5.16% to 5.36%, including margins.
In January 2006, we drew down $38.5 million in connection with our acquisition
of the Coronis, our new building Panamax dry bulk carrier we took delivery of in
January 2006. Currently, we have $51.4 million of indebtedness outstanding and
as at March 31, 2006 the weighted average interest rate was 5.60% and interest
rates for the period ranged from 5.36% to 5.82%. In addition, we expect to draw
down $20.0 million in connection with our acquisition of our fleet manager. We
will continue to have debt outstanding, which could impact our results of
operations and financial condition. However, we intend to limit the amount of
indebtedness that we have outstanding at any time to relatively conservative
levels through equity offerings on terms acceptable to us. We expect to manage
any exposure in interest rates through our regular operating and financing
activities and, when deemed appropriate, through the use of derivative financial
instruments.
Currency and Exchange Rates
We generate all of our revenues in U.S. dollars but currently incur over half of
our operating expenses and the majority of our management expenses in currencies
other than the U.S. dollar, primarily the euro. For accounting purposes,
expenses incurred in euros are converted into U.S. dollars at the exchange rate
prevailing on the date of each transaction. Because a significant portion of our
expenses are incurred in currencies other than the U.S. dollar, our expenses may
from time to time increase relative to our revenues as a result of fluctuations
in exchange rates, particularly between the U.S. dollar and the euro, which
could affect the amount of net income that we report in future periods. While we
historically have not mitigated the risk associated with exchange rate
fluctuations through the use of financial derivatives, we may determine to
employ such instruments from time to time in the future in order to minimize
this risk. Our use of financial derivatives would involve certain risks,
including the risk that losses on a hedged position could exceed the nominal
amount invested in the instrument and the risk that the counterparty to the
derivative transaction may be unable or unwilling to satisfy its contractual
obligations, which could have an adverse effect on our results.
Item 12. Description of Securities Other than Equity Securities
Not Applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds
None.
Item 15. Controls and Procedures
We evaluated the effectiveness of the Company's disclosure controls and
procedures as December 31, 2005. Based on that evaluation, the chief executive
officer and the chief financial officer concluded that the Company's disclosure
controls and procedures were effective to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and
regulations. The Company believes that a system of controls, no matter how well
designed and operated, cannot provide absolute assurance that the objectives of
the controls are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected.
There have been no changes in internal controls over financial reporting
(identified in connection with management's evaluation of such internal controls
over financial reporting) that occurred during the year covered by this annual
report that has materially affected, or is reasonably likely to materially
affect, the Company's internal controls over financial reporting.
Pursuant to an exemption for foreign private issuers, we are not required to
comply with all of the corporate governance requirements of the New York Stock
Exchange that are applicable to U.S. listed companies. A description of the
significant differences between our corporate governance practices and the New
York Stock Exchange requirements may be found on our website under "Corporate
Governance" at http://www.dianashippinginc.com.
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that both the members of our Audit
Committee qualify as financial experts and they are both considered to be
independent according to the SEC rules.
Item 16B. Code of Ethics
We have adopted a code of ethics that applies to officers and employees. Our
code of ethics is posted in our website: http://www.dianashippinginc.com, under
"Corporate Governance" and was filed as Exhibit 11.1 to the 2004 annual report
on Form 20-F filed with the Securities and Exchange Commission on June 29, 2005
with number 001-32458.
Item 16C. Principal Accountant Fees and Services.
Our principal Accountants, Ernst and Young (Hellas), Certified Auditors
Accountants S.A, have billed us for audit, audit-related and non-audit services
as follows:
2005 2004
--------------------
Euro
Audit fees 618,250 63,000
Audit-related fees -- --
Tax fees -- --
All other fees 1,500 --
------- -------
Total 619,750 63,000
======= =======
Audit fees relate to audit services provided in connection with our initial
public offering in March 2005, our follow on offering in December 2005 and the
audit of our consolidated financial statements. For those services our principal
Accountants billed us Euro 334,750, Euro 178,500 and Euro 105,000 (Euro 63,000
in 2004), respectively. Other fees paid to Ernst and Young (Hellas) of Euro
1,500 relate to an annual subscription to a website database providing global
accounting and auditing information.
The audit committee is responsible for the appointment, replacement,
compensation, evaluation and oversight of the work of the independent auditors.
As part of this responsibility, the Audit Committee pre-approves the audit and
non-audit services performed by the independent auditors in order to assure that
they do not impair the auditor's independence from the Company. The Audit
Committee has adopted a policy which sets forth the procedures and the
conditions pursuant to which services proposed to be performed by the
independent auditors may be pre-approved.
All audit services and other services provided by Ernst and Young (Hellas),
Certified Auditors Accountants S.A., after the formation of our audit committee
in March 2005 were pre-approved by the audit committee.
Item 16D. Exemptions from the Listing Standards for Audit Committees.
Not Applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not Applicable.
PART III
Item 17. Financial Statements
See Item 18.
Item 18. Financial Statements
The following financial statements listed below are set forth on pages F-1
through F-27 and are filed as a part of this annual report.
Item 19. Exhibits
(a) Exhibits
Exhibit
Number Description
------ -----------
1.1 Amended and Restated Articles of Incorporation of Diana
Shipping Investment Corp. (changing name to Diana
Shipping Inc. and increasing the authorized shares) (1)
1.2 Amended and restated by-laws of the Company (2)
2.1 Form of Share Certificate (1)
4.1 Form of Stockholders Rights Agreement (2)
4.2 Form of Registration Rights Agreement (2)
4.3 Form of 2005 Stock Incentive Plan (2)
4.4 Form of Technical Manager Purchase Option Agreement (2)
4.5 Form of Management Agreement (1)
4.6 Loan Agreement with Royal Bank of Scotland (2)
4.7 First Amendment to Technical Manager Purchase Option
Agreement
8.1 Subsidiaries of the Company
11.1 Code of Ethics (3)
12.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer
12.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer
13.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
13.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
----------
(1) Filed as an Exhibit to the Company's Amended Registration Statement (File
No. 123052) on March 15, 2005.
(2) Filed as an Exhibit to the Company's Registration Statement (File No.
123052) on March 1, 2005.
(3) Filed as an Exhibit to the Company's 2004 Annual Report on Form 20-F (File
No. 001-32458) on June 29, 2005.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
DIANA SHIPPING INC.
By: /s/ Simeon Palios
------------------------------------
Simeon Palios
Chief Executive Officer and Chairman
Dated: April 13, 2006
DIANA SHIPPING INC.
Index to Consolidated Financial Statements
Page
----
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets as of December 31, 2004 and 2005 F-3
Consolidated Statements of Income for the years ended December 31, 2003,
2004 and 2005 F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2003, 2004 and 2005 F-5
Consolidated Statements of Cash Flows for the years ended December 31,
2003, 2004 and 2005 F-6
Notes to Consolidated Financial Statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of DIANA SHIPPING INC.
We have audited the accompanying consolidated balance sheets of Diana Shipping
Inc. (the "Company") as of December 31, 2005 and 2004 and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Diana Shipping
Inc. at December 31, 2005 and 2004, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece,
February 15, 2006
DIANA SHIPPING INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2005
(Expressed in thousands of U.S. Dollars - except share and per share data)
2004 2005
--------- ---------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 1,758 $ 21,230
Accounts receivable, trade 128 1,007
Inventories (Note 4) 517 872
Prepaid insurance and other 357 166
Prepaid charter revenue, current portion -- 3,322
Restricted cash 789 --
--------- ---------
Total current assets 3,549 26,597
--------- ---------
FIXED ASSETS:
Advances for vessels under construction and
acquisitions and other vessel costs (Note 5) 19,234 4,221
--------- ---------
Vessels (Notes 5 and 6) 147,269 331,523
Accumulated depreciation (Note 6) (14,416) (24,218)
--------- ---------
Vessels' net book value 132,853 307,305
--------- ---------
Total fixed assets 152,087 311,526
--------- ---------
OTHER NON-CURRENT ASSETS:
Deferred charges, net (Note 7) -- 2,004
Prepaid charter revenue, non-current portion -- 1,822
--------- ---------
Total assets $ 155,636 $ 341,949
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt (Note 9) $ 7,078 $ --
Accounts payable, trade 605 1,389
Accounts payable, other 120 201
Due to related companies (Note 3) 362 215
Accrued liabilities (Note 8) 946 1,685
Unearned revenue 1,870 1,106
Other current liabilities (Note 11) 363 71
--------- ---------
Total current liabilities 11,344 4,667
--------- ---------
LONG-TERM DEBT, net of current portion (Note 9) 85,168 12,859
--------- ---------
OTHER NON-CURRENT LIABILITIES (Note 11) 72 265
--------- ---------
COMMITMENTS AND CONTINGENCIES (Notes 5,10 and 14) -- --
--------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock, $0,01 par value; 25,000,000 shares
authorized, none issued -- --
Common stock, $0.01 par value; 100,000,000 shares
authorized; 27,625,000 and 45,000,000 issued and
outstanding as at December 31, 2004 and 2005,
respectively (Note 13) 276 450
Additional paid-in capital (Note 13) 39,489 296,831
Retained earnings 19,287 26,877
--------- ---------
Total stockholders' equity 59,052 324,158
--------- ---------
Total liabilities and stockholders' equity $ 155,636 $ 341,949
========= =========
The accompanying notes are an integral part of
these consolidated financial statements
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005
(Expressed in thousands of U.S. Dollars - except share and per share data)
2003 2004 2005
------------ ------------ ------------
REVENUES:
Voyage and time charter revenues (Note 1) $ 25,277 $ 63,839 $ 103,104
EXPENSES:
Voyage expenses (Notes 3 and 11) 1,549 4,330 6,480
Vessel operating expenses (Notes 3, 11 and 14) 6,267 9,514 14,955
Depreciation and amortization of deferred
charges (Notes 6 and 7) 3,978 5,087 9,943
Management fees (Note 3) 728 947 1,731
Executive management services and rent (Note 13) 1,470 1,528 455
General and administrative expenses 123 300 2,871
Foreign currency losses (gains) 20 3 (30)
------------ ------------ ------------
Operating income 11,142 42,130 66,699
------------ ------------ ------------
OTHER INCOME / (EXPENSES):
Interest and finance costs (Notes 9 and 12) (1,680) (2,165) (2,731)
Interest income 27 136 1,022
Gain on sale of vessel (Note 6) -- 19,982 --
------------ ------------ ------------
Total other income / (expenses), net (1,653) 17,953 (1,709)
------------ ------------ ------------
Net income $ 9,489 $ 60,083 $ 64,990
============ ============ ============
Earnings per common share, basic and diluted $ 0.37 $ 2.17 $ 1.72
============ ============ ============
Weighted average number of common shares, basic
and diluted 25,340,596 27,625,000 37,765,753
============ ============ ============
The accompanying notes are an integral part of
these consolidated financial statements
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005
(Expressed in thousands of U.S. Dollars - except for share and per share data)
Common Stock
--------------------------
Comprehensive # of Par Paid-in
Income Shares Value Capital
========== ---------- ---------- ----------
BALANCE, December 31, 2002 -- 18,416,667 $ 184 $ 22,583
- Net income 9,489 -- -- --
- Contribution to additional-paid in capital (Note 13) -- -- 1,470 --
- Issuance of common stock (par value $0.01, at $1.52) -- 9,208,333 92 13,908
Comprehensive income $ 9,489 -- -- --
========== ---------- ---------- ----------
BALANCE, December 31, 2003 -- 27,625,000 $ 276 $ 37,961
========== ========== ==========
- Net income 60,083 -- -- --
- Contribution to additional-paid in capital (Note 13) -- -- 1,528 --
- Dividends declared and paid ($ 1.85 per share) -- -- -- --
Comprehensive income $ 60,083 -- -- --
========== ---------- ---------- ----------
BALANCE, December 31, 2004 -- 27,625,000 $ 276 $ 39,489
========== ========== ==========
- Net income 64,990 -- -- --
- Contribution to additional-paid in capital (Note 13) -- -- -- 455
- Issuance of common stock (par value $0.01, at $17.00) -- 12,375,000 124 193,852
- Issuance of common stock (par value $0.01, at $13.50) -- 5,000,000 50 63,035
- Appropriation of retained earnings -- -- -- --
- Removal of restrictions on appropriated retained
earnings (Note 13) -- -- -- --
- Dividends declared and paid ($ 0.51 per share) -- -- -- --
- Dividends declared and paid ($ 0.08 per share) -- -- -- --
- Dividends declared and paid ($ 0.54 per share) -- -- -- --
- Dividends declared and paid ($ 0.465 per share) -- -- -- --
Comprehensive income $ 64,990 -- -- --
========== ---------- ---------- ----------
BALANCE, December 31, 2005 -- 45,000,000 $ 450 $ 296,831
========== ========== ==========
Appropriation
Of Retained Retained
Earnings Earnings Total
---------------- ---------- ----------
BALANCE, December 31, 2002 $ -- $ 715 $ 23,482
- Net income -- 9,489 9,489
- Contribution to additional-paid in capital (Note 13) -- 1,470
- Issuance of common stock (par value $0.01, at $1.52) -- -- 14,000
----------
Comprehensive income -- -- --
---------------- ---------- ----------
BALANCE, December 31, 2003 $ -- $ 10,204 $ 48,441
================ ========== ==========
- Net income -- 60,083 60,083
- Contribution to additional-paid in capital (Note 13) -- 1,528
- Dividends declared and paid ($ 1.85 per share) -- (51,000) (51,000)
----------
Comprehensive income -- -- --
---------------- ---------- ----------
BALANCE, December 31, 2004 $ -- $ 19,287 $ 59,052
================ ========== ==========
- Net income -- 64,990 64,990
- Contribution to additional-paid in capital (Note 13) -- -- 455
- Issuance of common stock (par value $0.01, at $17.00) -- -- 193,976
- Issuance of common stock (par value $0.01, at $13.50) -- -- 63,085
- Appropriation of retained earnings 15,850 (15,850) --
- Removal of restrictions on appropriated retained
earnings (Note 13) (15,850) 15,850 --
- Dividends declared and paid ($ 0.51 per share) -- (14,000) (14,000)
- Dividends declared and paid ($ 0.08 per share) -- (3,200) (3,200)
- Dividends declared and paid ($ 0.54 per share) -- (21,600) (21,600)
- Dividends declared and paid ($ 0.465 per share) -- (18,600) (18,600)
----------
Comprehensive income -- -- --
---------------- ---------- ----------
BALANCE, December 31, 2005 $ -- $ 26,877 324,158
================ ========== ==========
The accompanying notes are an integral part of
these consolidated financial statements
DIANA SHIPPING INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005
(Expressed in thousands of U.S. Dollars - except share and per share data)
2003 2004 2005
--------- --------- ---------
Cash Flows from Operating Activities:
Net income $ 9,489 $ 60,083 $ 64,990
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of deferred charges 3,978 5,087 9,943
Executive management services and rent 1,470 1,528 455
Amortization and write off of financing costs 73 88 590
Gain on sale of vessel -- (19,982) --
Change in fair value of interest rate option contracts (77) (9) --
Recognition and amortization of free lubricants benefit (168) (255) (99)
(Increase) Decrease in:
Receivables 12 (50) (879)
Due from related parties (149) 149 --
Inventories (296) (151) (355)
Prepayments and other (52) (277) 91
Prepaid charter revenue -- -- (5,144)
Increase (Decrease) in:
Accounts payable 503 43 865
Due to related parties (1,329) 362 (147)
Accrued liabilities 425 330 739
Unearned revenue 1,339 433 (764)
Dry docking -- -- (1,029)
--------- --------- ---------
Net Cash from Operating Activities 15,218 47,379 69,256
--------- --------- ---------
Cash Flows from Investing Activities:
Advances for vessels under construction and
acquisitions and other vessel costs (10,854) (17,021) (4,221)
Vessel acquisitions (41,869) (35,956) (165,020)
Net proceeds from sale of vessel -- 41,199 --
--------- --------- ---------
Net Cash used in Investing Activities (52,723) (11,778) (169,241)
--------- --------- ---------
Cash Flows from Financing Activities:
Proceeds from long-term debt 33,500 15,750 150,925
Issuance of common stock 14,000 -- --
Proceeds from public offering, net of
related issuance costs -- -- 257,061
Decrease in restricted cash 334 169 789
Financing costs (357) -- (1,200)
Payments of long-term debt (4,398) (6,289) (230,718)
Proceeds from settlement of financial instruments -- 86 --
Cash dividends -- (51,000) (57,400)
--------- --------- ---------
Net Cash from (used in) Financing Activities 43,079 (41,284) 119,457
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents 5,574 (5,683) 19,472
Cash and cash equivalents at beginning of year 1,867 7,441 1,758
--------- --------- ---------
Cash and cash equivalents at end of year $ 7,441 $ 1,758 $ 21,230
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
Interest payments, net of amounts capitalized $ 1,393 $ 2,279 $ 1,572
========= ========= =========
The accompanying notes are an integral part of
these consolidated financial statements
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information:
The accompanying consolidated financial statements include the accounts of Diana
Shipping Inc. ("Diana") and its wholly owned subsidiaries (collectively, the
"Company"). Diana was formed on March 8, 1999 as Diana Shipping Investment
Corp., under the laws of the Republic of Liberia. In February 2005, the
Company's articles of incorporation were amended. Under the amended articles of
incorporation, the Company was renamed Diana Shipping Inc. and was redomiciled
from the Republic of Liberia to the Marshall Islands. In March 2005 the Company
completed its initial public offering in the United States under the United
States Securities Act of 1933 (Note 13(b)). The Company is engaged in the ocean
transportation of dry bulk cargoes worldwide through the ownership and operation
of bulk carrier vessels and is the sole owner of all outstanding shares of the
following subsidiaries, all incorporated in the Republic of Panama:
(a) Skyvan Shipping Company S.A. ("Skyvan"), owner of the Bahamas flag
75,311 dwt bulk carrier vessel "Nirefs", which was built and delivered
in January 2001.
(b) Buenos Aires Compania Armadora S.A. ("Buenos"), owner of the Bahamas
flag 75,247 dwt bulk carrier vessel "Alcyon", which was built and
delivered in February 2001.
(c) Husky Trading S.A. ("Husky"), owner of the Bahamas flag 75,336 dwt
bulk carrier vessel "Triton", which was built and delivered in March
2001.
(d) Panama Compania Armadora S.A. ("Panama"), owner of the Bahamas flag
75,211 dwt bulk carrier vessel "Oceanis", which was built and
delivered in May 2001.
(e) Eaton Marine S.A. ("Eaton"), owner of the Greek flag 75,106 dwt (built
in 2001) bulk carrier vessel "Danae", which was acquired in July 2003.
(f) Chorrera Compania Armadora S.A. ("Chorrera"), owner of the Greek flag
75,172 dwt (built in 2001) bulk carrier vessel "Dione", which was
acquired in May 2003.
(g) Cypres Enterprises Corp. ("Cypres"), owner of the Bahamas flag 73,630
dwt bulk carrier vessel "Protefs" (Hull 2301), which was built and
delivered in August 2004.
(h) Darien Compania Armadora S.A. ("Darien"), owner of the Bahamas flag
73,691 dwt bulk carrier vessel, "Calipso" (Hull 2303), which was built
and delivered in February 2005 (Note 6).
(i) Cerada International S.A ("Cerada"), owner of the Bahamas flag 169,883
dwt bulk carrier vessel, "Pantelis SP" (built in 1999), for which
Cerada entered into an agreement to acquire from an unrelated third
party in November 2004 and which was delivered to the Company in
February 2005 (Note 6).
(j) Texford Maritime S.A. ("Texford"), owner of the Bahamas flag 73,691
dwt bulk carrier vessel, "Clio" (Hull 2304), which was built and
delivered in May 2005 (Note 6).
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information - (continued):
(k) Urbina Bay Trading S.A. ("Urbina"), ex-owner of a 73,700 dwt bulk
carrier vessel, "Amfitrite" (Hull 2302), which was sold to an
unrelated party right after her delivery to Urbina, in November 2004
(Note 6). In October 2005, Urbina entered into a Memorandum of
Agreement with an unrelated third party company to acquire the 74,444
dwt bulk carrier vessel "Erato" built in 2004, which was delivered in
November 2005 (Note 6).
(l) Changame Compania Armadora S.A. ("Changame"), ex-owner of Hull 1117 (a
bulk carrier vessel under construction) which was sold to an unrelated
third party in August 2000. In September 2005, Changame entered into a
Memorandum of Agreement with an unrelated third party company to
acquire the 73,583 dwt bulk carrier vessel "Thetis" built in 2004,
which was delivered in November 2005 (Note 6).
(m) Vesta Commercial S.A. ("Vesta") In October 2005, Vesta entered into a
Memorandum of Agreement with an unrelated third party company to
acquire the 74,381 dwt bulk carrier vessel under construction,
"Coronis" (Hull No.H1307A), which was delivered in January 2006 (Note
5 and 16(a)).
Until November 11, 2004 the vessel owning subsidiaries had a management
agreement with Diana Shipping Agency S.A. ("DSA"), a related Panamanian
corporation, under which management services were provided in exchange for a
fixed monthly fee of $12 per vessel, which was renewable annually. Furthermore,
DSA was charging the vessel owning subsidiaries 2% commission on all voyage and
time charter revenues. Effective November 12, 2004 and following the termination
of the management agreements with DSA, the operations of the vessels are managed
by Diana Shipping Services S.A. (the "Manager" or "DSS"), a related Panamanian
corporation (Note 3).
During 2003, 2004 and 2005, eight charterers individually accounted for more
than 10% of the Company's voyage and time charter revenues as follows:
Charterer 2003 2004 2005
------------- -------- -------- --------
A 25% 25% -
B 15% 15% -
C 20% - -
D 15% - -
E - 20% 26%
F - 16% 12%
G - - 14%
H - - 11%
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
2. Significant Accounting Policies:
(a) Principles of Consolidation: The accompanying consolidated financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles and include the accounts of Diana
Shipping Inc. and its wholly-owned subsidiaries referred to in Note 1
above. All significant intercompany balances and transactions have
been eliminated in consolidation.
(b) Use of Estimates: The preparation of consolidated financial statements
in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(c) Other Comprehensive Income: The Company follows the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income", which requires separate presentation
of certain transactions, which are recorded directly as components of
stockholders' equity. The Company has no such transactions which
affect comprehensive income and, accordingly, comprehensive income
equals net income for all periods presented.
(d) Foreign Currency Translation: The functional currency of the Company
is the U.S. Dollar because the Company's vessels operate in
international shipping markets, and therefore primarily transact
business in U.S. Dollars. The Company's books of accounts are
maintained in U.S. Dollars. Transactions involving other currencies
during the year are converted into U.S. Dollars using the exchange
rates in effect at the time of the transactions. At the balance sheet
dates, monetary assets and liabilities, which are denominated in other
currencies, are translated into U.S. Dollars at the year-end exchange
rates. Resulting gains or losses are reflected separately in the
accompanying consolidated statements of income.
(e) Cash and Cash Equivalents: The Company considers highly liquid
investments such as time deposits and certificates of deposit with an
original maturity of three months or less to be cash equivalents.
Restricted cash concerns deposits with certain banks that can only be
used for the purposes of loan repayment.
(f) Accounts Receivable, Trade: The amount shown as accounts receivable,
trade, at each balance sheet date, includes receivables from
charterers for hire, freight and demurrage billings, net of a
provision for doubtful accounts. At each balance sheet date, all
potentially uncollectible accounts are assessed individually for
purposes of determining the appropriate provision for doubtful
accounts. No provision for doubtful accounts has been established as
of December 31, 2004 and 2005.
(g) Insurance Claims: Insurance claims are recorded on the accrual basis
and represent the claimable expenses, net of deductibles, incurred
through December 31 of each year, which are expected to be recovered
from insurance companies.
(h) Inventories: Inventories consist of lubricants and victualling which
are stated at the lower of cost or market. Cost is determined by the
first in, first out method.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
2. Significant Accounting Policies - (continued):
(i) Vessel Cost: Vessels are stated at cost, which consists of the
contract price and any material expenses incurred upon acquisition
(initial repairs, improvements and delivery expenses, interest and
on-site supervision costs incurred during the construction periods).
Subsequent expenditures for conversions and major improvements are
also capitalized when they appreciably extend the life, increase the
earning capacity or improve the efficiency or safety of the vessels;
otherwise these amounts are charged to expense as incurred.
(j) Prepaid / Deferred Charter Revenue: Where the Company identifies any
assets or liabilities associated with the acquisition of a vessel, the
Company records all identified assets or liabilities at fair value.
Fair value is determined by reference to market data. The Company
values any asset or liability arising from the market value of the
time charters assumed when a vessel is acquired. The amount to be
recorded as an asset or liability at the date of vessel delivery is
based on the difference between the current fair market value of the
charter and the net present value of future contractual cash flows.
When the present value of the time charter assumed is greater than the
current fair market value of such charter, the difference is recorded
as prepaid charter revenue. When the opposite situation occurs, the
difference is recorded as deferred revenue. Such assets and
liabilities, respectively, are amortized as a reduction of, or an
increase in, revenue over the period of the time charter assumed.
(k) Impairment of Long-Lived Assets: The Company uses SFAS No. 144
"Accounting for the Impairment or Disposal of Long-lived Assets",
which addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. The standard requires that
long-lived assets and certain identifiable intangibles held and used
by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not
be recoverable. When the estimate of undiscounted cash flows,
excluding interest charges, expected to be generated by the use of the
asset is less than its carrying amount, the Company should evaluate
the asset for an impairment loss. Measurement of the impairment loss
is based on the fair value of the asset as provided by third parties.
In this respect, management regularly reviews the carrying amount of
the vessels in comparison with the fair value of the asset as provided
by third parties for each of the Company's vessels. No impairment loss
was recorded in the years ended December 31, 2003, 2004 and 2005.
Furthermore, in the period a long lived asset meets the "held for
sale" criteria of SFAS No.144, a loss is recognized for any initial
adjustment of the long lived asset's carrying amount to fair value
less cost to sell. For the years ended December 31, 2003, 2004 and
2005, no such adjustments were identified.
(l) Vessel Depreciation: Depreciation is computed using the straight-line
method over the estimated useful life of the vessels, after
considering the estimated salvage value. Each vessel's salvage value
is equal to the product of its lightweight tonnage and estimated scrap
rate. Management estimates the useful life of the Company's vessels to
be 25 years from the date of initial delivery from the shipyard.
Second hand vessels are depreciated from the date of their acquisition
through their remaining estimated useful life. When regulations place
limitations over the ability of a vessel to trade on a worldwide
basis, its remaining useful life is adjusted at the date such
regulations are adopted.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
2. Significant Accounting Policies - (continued):
(m) Accounting for Dry-Docking Costs: The Company follows the deferral
method of accounting for dry-docking costs whereby actual costs
incurred are deferred and are amortized on a straight-line basis over
the period through the date the next dry-docking is scheduled to
become due. Unamortized dry-docking costs of vessels that are sold are
written off and included in the calculation of the resulting gain or
loss in the year of the vessel's sale.
(n) Financing Costs: Fees paid to lenders for obtaining new loans or
refinancing existing ones are deferred and recorded as a contra to
debt. Other fees paid for obtaining loan facilities not used at the
balance sheet date are capitalized as deferred financing costs. Fees
are amortized to interest and finance costs over the life of the
related debt using the effective interest method and, for the loan
facilities not used at the balance sheet date, according to their
availability terms. Unamortized fees relating to loans repaid or
refinanced are expensed as interest and finance costs in the period
the repayment or refinancing is made. Loan commitment fees are charged
to expense in the period incurred.
(o) Concentration of Credit Risk: Financial instruments, which potentially
subject the Company to significant concentrations of credit risk
consist principally of cash and trade accounts receivable. The Company
places its temporary cash investments, consisting mostly of deposits,
with high credit qualified financial institutions. The Company
performs periodic evaluations of the relative credit standing of those
financial institutions that are considered in the Company's investment
strategy. The Company limits its credit risk with accounts receivable
by performing ongoing credit evaluations of its customers' financial
condition and generally does not require collateral for its accounts
receivable..
(p) Accounting for Revenues and Expenses: Revenues are generated from
voyage and time charter agreements. Time charter revenues are recorded
over the term of the charter as service is provided. Under a voyage
charter the revenues are recognized on a pro-rata basis over the
duration of the voyage and voyage related expenses are recognized as
incurred. A voyage is deemed to commence upon the completion of
discharge of the vessel's previous cargo and is deemed to end upon the
completion of discharge of the current cargo. Demurrage income
represents payments by the charterer to the vessel owner when loading
or discharging time exceeded the stipulated time in the voyage charter
and is recognized as it is earned ratably over the duration of the
voyage charter. Vessel operating expenses are accounted for on the
accrual basis. Unearned revenue represents cash received prior to
year-end related to revenue applicable to periods after December 31 of
each year.
(q) Repairs and Maintenance: All repair and maintenance expenses including
underwater inspection expenses are expensed in the year incurred. Such
costs are included in vessel operating expenses in the accompanying
consolidated statements of income.
(r) Earnings per Common Share: Basic earnings per common share are
computed by dividing net income available to common stockholders by
the weighted average number of common shares outstanding during the
year. Diluted earnings per common share, reflects the potential
dilution that could occur if securities or other contracts to issue
common stock were exercised. The Company had no dilutive securities
during the years ended December 31, 2003, 2004 and 2005.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
2. Significant Accounting Policies - (continued):
(s) Segmental Reporting: The Company reports financial information and
evaluates its operations by charter revenues and not by the length of
ship employment for its customers, i.e. spot or time charters. The
Company does not use discrete financial information to evaluate the
operating results for each such type of charter. Although revenue can
be identified for these types of charters, management cannot and does
not identify expenses, profitability or other financial information
for these charters. As a result, management, including the chief
operating decision maker, reviews operating results solely by revenue
per day and operating results of the fleet and thus the Company has
determined that it operates under one reportable segment. Furthermore,
when the Company charters a vessel to a charterer, the charterer is
free to trade the vessel worldwide and, as a result, the disclosure of
geographic information is impracticable.
(t) Derivatives: SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" as amended establishes accounting and reporting
standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured
at its fair value, with changes in the derivatives' fair value
recognized currently in earnings unless specific hedge accounting
criteria are met.
During the year ended 2003, the Company entered into two open interest
rate option agreements (cap and floor) in order to partially hedge the
exposure of interest rate fluctuations associated with the Company's
borrowings. These option agreements did not meet hedge accounting
criteria and the change in the fair value of these option agreements
has been included in "Interest and Other Finance Costs" in the
accompanying consolidated statements of income.
The off-balance sheet risk in outstanding option agreements involves
the risk of a counter party not performing under the terms of the
contract. The Company monitors its positions, the credit ratings of
counterparties and the level of contracts it enters into with any one
party. The Company has a policy of entering into contracts with
parties that meet stringent qualifications and, given the high level
of credit quality of its derivative counterparty, the Company does not
believe it is necessary to obtain collateral arrangements.
(u) Variable Interest Entities: In December 2003, the FASB issued
Interpretation No. 46R, Consolidation of Variable Interest Entities,
an Interpretation of ARB No. 51 (the "Interpretation"), which revised
Interpretation No. 46, issued in January 2003. The Interpretation
addresses the consolidation of business enterprises (variable interest
entities) to which the usual condition (ownership of a majority voting
interest) of consolidation does not apply. The Interpretation focuses
on financial interests that indicate control. It concludes that in the
absence of clear control through voting interests, a company's
exposure (variable interest) to the economic risks and potential
rewards from the variable interest entity's assets and activities are
the best evidence of control. Variable interests are rights and
obligations that convey economic gains or losses from changes in the
value of the variable interest entity's assets and liabilities.
Variable interests may arise from financial instruments, service
contracts, and other arrangements. If an enterprise holds a majority
of the variable interests of an entity, it would be considered the
primary beneficiary. The primary beneficiary would be required to
include assets, liabilities, and the results of operations of the
variable interest entity in its financial statements. The Company was
required to adopt the provisions of FIN 46R for entities created prior
to February 2003, in 2004. The adoption of FIN 46R in 2004 and 2005
did not have any impact on the Company's consolidated financial
position, results of operations or cash flows.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
2. Significant Accounting Policies - (continued):
(v) Recent Accounting Pronouncements: In May 2005, the FASB issued FASB
Statement No. 154, "Accounting Changes and Error Corrections" (SFAS
No. 154). SFAS No. 154 is a replacement of APB Opinion No. 20,
"Accounting Changes" (APB 20) and FASB Statement No. 3, "Reporting
Accounting Changes in Interim Financial Statements" (SFAS No. 3). SFAS
No. 154 provides guidance on the accounting for and reporting of
accounting changes and error corrections. It establishes retrospective
application as the required method for reporting a voluntary change in
accounting principle. APB 20 previously required that most voluntary
changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing
to the new accounting principle. SFAS No. 154 provides guidance for
determining whether retrospective application of a change in
accounting principle is impracticable and for reporting a change when
retrospective application is impracticable. SFAS No. 154 also requires
that a change in method of depreciation, amortization, or depletion
for long-lived, nonfinancial assets be accounted for as a change in
accounting estimate that is effected by a change in accounting
principle. APB 20 previously required that such a change be reported
as a change in accounting principle. SFAS No. 154 carries forward many
provisions of APB 20 without change, including the provisions related
to the reporting of a change in accounting estimate, a change in the
reporting entity, and the correction of an error. SFAS No. 154 also
carries forward the provisions of SFAS No. 3 that govern reporting
accounting changes in interim financial statements. SFAS No. 154 is
effective for accounting changes and corrections of errors made in
fiscal years beginning after December 31, 2005. The Company will adopt
this pronouncement beginning in fiscal year 2006.
3. Transactions with Related Parties:
(a) Diana Shipping Agencies S.A. ("DSA") and Diana Shipping Services S.A
("DSS" or the "Manager"): As discussed in Note 1, until November 11,
2004 the vessel owning subsidiaries had management agreements with
DSA, under which management services were provided in exchange for a
fixed monthly fee of $12 per vessel, which was renewable annually.
Furthermore, DSA charged the vessel owning subsidiaries 2% commission
on all voyage and time charter revenues. Effective November 12, 2004,
following the termination of the management agreements with DSA, the
operations of the vessels are managed by DSS under new management
agreements.
Based on the new management agreements, the Manager provides the
vessel owning subsidiaries with a wide range of shipping services,
such as technical support and maintenance, insurance consulting,
chartering, financial and accounting services, in exchange for a fixed
monthly fee of $15 per vessel plus 2% commission on all voyage and
time charter revenues, for a non specific period of time provided that
such agreement may be terminated by either party giving three months
notice at any time.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
3. Transactions with Related Parties - (continued):
DSA and DSS are majority owned and controlled by Mr. Simeon Palios,
the Company's Chief Executive Officer and Chairman. The management
fees charged by DSA (until November 11, 2004) and DSS (after November
11, 2004) during the years ended December 31, 2003, 2004 and 2005
amounted to $728, $947 and $1,731, respectively, and are separately
reflected in the accompanying consolidated statements of income.
Commissions charged by DSA (until November 11, 2004) and DSS (after
November 11, 2004) during the years ended December 31, 2003, 2004 and
2005 amounted to $506, $1,276 and $2,061, respectively, and are
included in voyage expenses in the accompanying consolidated
statements of income (Note 11).
The balances due to DSS at December 31, 2004 and 2005 amounted to $362
and $164, respectively, and are included in due to related companies
in the accompanying consolidated balance sheets.
In July 2005, the management agreements between DSS and the vessel
owning subsidiaries were amended. Under the amended agreements, the
Company appoints DSS to be the sole and exclusive manager of the
vessel owning subsidiaries and any other subsidiaries to be included
in the group, having vessels in operation or under construction, with
terms and conditions specified in management agreements signed between
DSS and each subsidiary. The manager will provide the Company, its
Officers, Executives and the subsidiaries with management services and
office space in exchange for a fixed monthly fee of $15 per vessel
plus 2% commission on all voyage and time charter revenues, for a non
specific period of time provided that such agreements may be
terminated by either party giving three months notice at any time.
(b) Altair Travel S.A. ("Altair"): The Company uses the services of an
affiliated travel agent, Altair. Travel expenses for the years ended
December 31, 2003, 2004 and 2005 amounted to $167, $287 and $716,
respectively and are included in vessel operating expenses and general
and administrative expenses in the accompanying consolidated
statements of income. No amounts were payable to or receivable from
Altair at December 31, 2004 and 2005.
(c) Option to acquire Diana Shipping Services S.A.: In February 2005, and
within the context of the Company's March 2005 initial public offering
discussed in Note 13, the Company entered into an agreement with the
stockholders of DSS pursuant to which the Company may exercise an
option to purchase 100% of the issued and outstanding shares of DSS at
any time between the 13th month through the 24th month, inclusive,
following the consummation of the March 2005 initial public offering
for cash consideration of $20,000. Pursuant to this agreement, the
current DSS stockholders may also exercise an option to sell all, but
not less than all, of their outstanding shares to the Company for the
same consideration at any time during the 12-month period following
the consummation of the March 2005 initial public offering. The
Company expects to finance the acquisition with funds drawn under the
revolving credit facility. The Company intends to exercise its option
to acquire DSS if the current DSS stockholders have not exercised
their option prior to such time (Note 16(c)).
When DSS is acquired by the Company, the transaction will be recorded
at historical cost due to common control. The amount in excess of DSS
historical book value will be considered a preferential deemed
dividend (approximately $19,460 at December 31, 2005) and will be
reflected as a reduction in net income in the period the acquisition
is consummated.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
3. Transactions with Related Parties - (continued):
(d) Fortis Bank ("Fortis") ultimate shareholder of Zoe S. Company S.A.
("Zoe"): On December 30, 2002, a share purchase and subscription
agreement was signed by Zoe, Ironwood Trading Corp. (the then sole
shareholder of the Company), certain executives (including Mr. Simeon
Palios) and the Company. Under the terms of this agreement, Zoe
acquired from Ironwood Trading Corp. 50% of the then issued and
outstanding common share capital of the Company for a fixed sum, and
in September 2004, sold 25% of its common stock to Corozal Compania
Naviera SA, ("Corozal"), a company controlled by Mr. Simeon Palios.
Under the agreement, the Company and its executives were required to
obtain approval from all stockholders (i.e., unanimous consent) before
they initiate or undertake any of the following: declare or pay
dividends, modify the authorized or issued share capital of the
Company, appoint or terminate the Manager, obtain loans or advances,
issue guarantees, acquire or sell vessels or other assets, and various
other actions. In February 2005, the agreement was amended, so as to
facilitate the Company's initial public offering (Note 13(b)) and was
terminated on its closing in March 2005.
The following related company transactions occurred between the
Company and Fortis:
(i) On July 21, 2003, the Company concluded two separate interest
rate option contracts (Cap and Floor) with Fortis for a period of
five years (through July 2008) for a notional amount of $38,000.
In November 2004, the agreements were terminated (Note 12).
(ii) On February 19, 2004, the Company entered into an agreement with
Fortis whereby Fortis would act as the Company's financial
advisor in relation to either a private placement or an initial
public offering of new and/or existing securities. Fortis' fee
under this agreement was a monthly retainer fee of $50 payable
monthly and a success fee of $250 payable at the closing of the
initial public offering. During 2004, the Company incurred
expenses of $200 under this agreement which are included in
General and administrative expenses in the accompanying 2004
consolidated statement of income. On June 29, 2004, Fortis and
the Company suspended this agreement.
(iii) Through Fortis Securities LLC, an affiliate of Fortis Bank
(Nederland) N.V., Fortis was an underwriter in our initial public
offering in March 2005 and our follow-on offering in December
2005. Underwriting commissions paid to Fortis in 2005 amounted to
$1,659.
4. Inventories:
The amounts shown in the accompanying consolidated balance sheets as of December
31, 2004 and 2005 are analyzed as follows:
2004 2005
-------- --------
Lubricants ........................... 406 686
Victualling .......................... 111 186
-------- --------
Total .......................... 517 872
======== ========
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
5. Advances for Vessels Under Construction and Acquisitions and Other Vessel
Costs:
The amounts shown in the accompanying consolidated balance sheets as at December
31, 2004 and 2005 include payments to sellers of vessels or, in the case of
constructed vessels, to the shipyards, for supervision services and capitalized
interest cost, in accordance with the accounting policy discussed in Note 2(i),
as analyzed below:
2004 2005
------ ------
Advance payments on contract signing 2,029 4,200
Additional pre-delivery payments 16,496 --
Construction supervision costs 421 --
Capitalized interest 175 --
Other related costs 113 21
------ ------
Total 19,234 4,221
====== ======
The movement of the account, during 2004 and 2005, was as follows:
2004 2005
------- -------
Beginning balance 8,642 19,234
Advances for vessels under construction and other
vessel costs, delivered during the year 35,956 29,728
Advances for vessels under
construction and other vessel costs 10,667 --
Advances for vessels acquisition and other vessel
costs 6,354 12,726
Transferred to vessel cost (42,385) (57,467)
------- -------
Ending balance 19,234 4,221
======= =======
In October 2005, the company entered into an agreement with an unrelated third
party company to acquire a Panamax dry bulk carrier the "Coronis", with a
carrying capacity of 74,381 dwt for a total consideration of $42,000. The vessel
was under construction at the Hudong Shipyard in China. As part of the
Memorandum of Agreement, the Company concluded a time charter agreement with a
company related to the seller of the vessel, commencing upon the vessel's
delivery, for a period of minimum 11 to maximum 13 months at the charterer's
option, at the rate of $21,000 per day, gross of commissions. As at December 31,
2005, the Company had made an advance payment (10% of the purchase price) of
$4,200 plus expenses while the remaining balance was paid upon delivery of the
vessel in January 2006 (Note 16(a)).
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
6. Vessels:
The amounts in the accompanying consolidated balance sheets are analyzed as
follows:
Vessel Accumulated Net
Cost Depreciation Book Value
-------- ------------ ----------
Balance, December 31, 2003 ........... 126,032 (9,329) 116,703
- Transfers from advances for vessels --
under construction and acquisitions
and other vessel costs ............ 42,385 42,385
- Vessel disposals ................... (21,148) -- (21,148)
- Depreciation ....................... -- (5,087) (5,087)
-------- -------- --------
Balance, December 31, 2004 ........... 147,269 (14,416) 132,853
- Transfers from advances for vessels
under construction and acquisitions
and other vessel costs ............ 57,467 -- 57,467
- Vessel acquisitions ................ 126,787 -- 126,787
- Depreciation ....................... -- (9,802) (9,802)
-------- -------- --------
Balance, December 31, 2005 ........... 331,523 (24,218) 307,305
======== ======== ========
In October 2004, the Company signed a Memorandum of Agreement with an unrelated
third party for the sale of the Amfitrite (Hull 2302), a vessel under
construction at that date, for an amount of $42,000. Under the terms of the
agreement, the buyer paid a 10% advance to the Company on October 25, 2004, of
$4,200. The Company took delivery of the Amfitrite from the Jiangnan Shipyard on
November 22, 2004 and on the same date delivered the vessel to her new owners
and collected the balance ($37,800) of the sale price. The vessel's cost
amounted to $21,148 (contract amount of $20,191 and other capitalized costs of
$957). This sale, after the related sales expenses of $870, resulted in a gain
of $19,982 which is separately reflected in the accompanying 2004 consolidated
statement of income.
During 2005, the Company, through its subsidiaries, took delivery of the vessels
Calipso, Pantelis SP (both in February 2005) and Clio (May 2005). The vessels
Calipso and Clio were delivered from the Jiangnan shipyard where they were under
construction, for the amount of $14,304 each, being the final instalment of
their contract price. Instalments paid up to the vessels' delivery amounted to
$6,087 for each vessel. During their construction, the company incurred
additional predelivery expenses, which amounted to $787 for Calipso and $1,073
for Clio and are capitalized as part of the vessels' cost. Pantelis SP was
acquired from an unrelated third party company for a purchase price of $63,500
of which 10% was paid as advance payment in 2004. The company incurred
additional expenses, which amounted to $144 and are included in the vessel's
cost.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
6. Vessels - (continued):
In September 2005, the Company entered into a Memorandum of Agreement to
purchase from an unrelated third party company, a secondhand Panamax dry bulk
carrier, the Thetis, built in 2004 with a carrying capacity of 73,583 dwt, for a
purchase price of $44,250. The vessel, upon her delivery on November 28, 2005,
was placed on an existing time charter contract assumed from its previous owners
through arrangements with the respective charterers. The contract, which expires
between July to September 2007, is at the rate of $25,000 per day, gross of
commissions. The Company, upon delivery of the vessel and in accordance with its
accounting policy described in Note 2(j), evaluated the charter contract assumed
and recognized an asset of $5,443 with a corresponding decrease in the vessel's
purchase price. As at December 31, 2005, the unamortized balance of the asset
amounted to $5,144 and is reflected in prepaid charter revenue in the
accompanying 2005 consolidated balance sheet.
In October 2005, the Company entered into a Memorandum of Agreement to purchase
from an unrelated third party company, a secondhand Panamax dry bulk carrier,
the Erato, built in 2004 with a carrying capacity of 74,444 dwt, for a purchase
price of $39,000. As part of the Memorandum of Agreement, the Company, upon
delivery of the vessel, concluded a time charter agreement with a company
related to the seller, for a period of minimum 11 to maximum 13 months at the
charterers' option, at the rate of $21,000 per day gross of commissions.
All of the Company's vessels, with the exception of the Thetis and the Erato,
having a total carrying value of $229,630 as at December 31, 2005, have been
provided as collateral to secure the revolving credit facility discussed in Note
9.
As at December 31, 2005, all vessels were operating under time charters, the
last of which expires in January 2008.
7. Deferred Charges:
The amounts in the accompanying consolidated balance sheet as at December 31,
2005 are analyzed as follows:
Financing Dry-dock
Costs Costs Total
------ ------ ------
Balance, December 31, 2004 ..................... -- -- --
- Additions ................................... 1,200 1,029 2,229
- Transfer from prepaid insurance and other ... 100 -- 100
- Amortization ................................ (118) (141) (259)
- Financing costs presented as a contra to debt (66) -- (66)
------ ------ ------
Balance, December 31, 2005 ..................... 1,116 888 2,004
====== ====== ======
Additions to financing costs represent fees paid to the lenders relating to the
revolving credit facility agreement discussed in Note 9. The portion of those
fees relating to the balance of the outstanding debt as at December 31, 2005,
net of amortization, is recorded as a contra to debt in accordance with the
company's accounting policy (Note 2(n)).
Additions to dry-dock cost represent expenditures incurred for the dry-docking
of the Alcyon, the Nirefs and the Dione, which took place in July, August and
November 2005, respectively.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
7. Deferred Charges - (continued):
The amortization of loan financing costs is included in interest and finance
costs in the accompanying consolidated statements of income and the amortization
of drydock costs is included in depreciation and amortization of deferred
charges in the accompanying consolidated statements of income.
8. Accrued Liabilities:
The amounts in the accompanying consolidated balance sheets as of December 31,
2004 and 2005 are analyzed as follows:
2004 2005
----- -----
Interest and finance costs ..................... 77 188
Vessels' operating and voyage expenses ......... 379 1,085
General and administrative expenses ............ 490 412
----- -----
Total ................................. 946 1,685
===== =====
9. Long-term Debt:
The amounts of long-term debt shown in the 2004 and 2005 accompanying
consolidated balance sheets are analyzed as follows:
Borrower(s) 2004 2005
----------- ------- -------
(a) Husky ....................................... 11,647 --
(b) Panama ...................................... 11,583 --
(c) Skyvan ...................................... 11,447 --
(d) Buenos ...................................... 11,451 --
(e) Eaton ....................................... 15,840 --
(f) Chorrera .................................... 14,897 --
(g) Cypres ...................................... 15,421 --
(h) Revolving Credit Facility ................... -- 12,859
Financing costs for loans not yet issued .... (40) --
------- -------
Total .................................. 92,246 12,859
Less: Current portion ....................... (7,078) --
------- -------
Long-term portion ........................... 85,168 12,859
======= =======
Loan (a): Loan for an amount of $15,000, obtained in March 2001 from an
unrelated international bank, to refinance Husky's indebtedness of $4,000 under
a previous loan agreement and to partially finance the construction cost of the
vessel Triton. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004 was 3.66%. Loan financing costs
incurred amounted to $142. The outstanding principal balance of the loan
($11,719) as at December 31, 2004 was payable in 17 equal semi-annual
instalments from March 2005 to March 2013, plus a balloon payment of $ 3,750
payable together with the last installment. In March 2005, the Company repaid
the then outstanding principal balance of this loan, as discussed below.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
9. Long-term Debt - (continued):
Loan (b): Loan for an amount of $15,000, obtained in May 2001 from an unrelated
international bank, to refinance Panama's indebtedness of $4,000 under a
previous loan agreement and to partially finance the construction cost of the
vessel Oceanis. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004 was 3.62%. Loan financing costs
incurred amounted to $108. The outstanding principal balance of the loan
($11,640) as at December 31, 2004 was payable in 33 equal quarterly instalments
from February 2005 to February 2013, plus a balloon payment of $3,720 payable in
May 2013. In March 2005, the Company repaid the then outstanding principal
balance of the loan, as discussed below.
Loan (c): Loan for an amount of $15,000, obtained in January 2001 from an
unrelated international bank, to refinance Skyvan's indebtedness of $2,000 under
a previous loan agreement and to partially finance the construction cost of the
vessel Nirefs. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004, was 3.67%. Loan financing
costs incurred amounted to $102. The outstanding principal balance of the loan
($11,500) as at December 31, 2004 was payable in 17 equal semi-annual
instalments from January 2005 to January 2013, plus a balloon payment of $3,000
payable together with the last installment. In March 2005, the Company repaid
the then outstanding principal balance of the loan, as discussed below.
Loan (d): Loan for an amount of $15,000, obtained in February 2001 from an
unrelated international bank, to refinance Buenos' indebtedness of $2,000 under
a previous loan agreement and to partially finance the construction cost of the
vessel Alcyon. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004, was 3.59%. Loan financing
costs incurred amounted to $109.The outstanding principal balance of the loan
($11,500) as at December 31, 2004 was payable in 17 equal semi-annual
instalments from February 2005 to February 2013, plus a balloon payment of
$3,000 payable together with the last installment. In March 2005, the Company
repaid the then outstanding principal balance of the loan, as discussed below.
Loan (e): In July 2003, Eaton concluded a loan for an amount of $17,000 from an
unrelated international bank to partially finance the acquisition cost of the
vessel Danae. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004 was 3.51%. Loan financing costs
incurred amounted to $43.The outstanding principal balance of the loan ($15,870)
as at December 31, 2004 was payable in 18 equal semi-annual instalments from
January 2005 to July 2013, plus a balloon payment of $5,700 payable together
with the last installment. In March 2005, the Company repaid the then
outstanding principal balance of the loan, as discussed below.
Loan (f): In March 2003, Chorrera concluded a loan for an amount of $16,500 from
an unrelated international bank to partially finance the acquisition cost of the
vessel Dione. The loan bore interest at LIBOR plus a margin and the interest
rate (including the margin) at December 31, 2004 was 3.70%. Loan financing costs
incurred amounted to $82. The outstanding principal balance of the loan
($15,000) as at December 31, 2004 was payable in 34 equal quarterly instalments
from February 2005 to May 2013, plus a balloon payment of $6,500 payable
together with the last installment. In March 2005, the Company repaid the then
outstanding principal balance of the loan, as discussed below.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
9. Long-term Debt - (continued):
Loan (g): In February 2003, Cypres concluded a loan for an amount of $15,750
from an unrelated international bank to partially finance the construction cost
of the vessel Protefs. On August 26, 2004 Cypres drew-down the amount of $15,750
and on August 31, 2004 the vessel Protefs was delivered to Cypres. The loan bore
interest at LIBOR plus a margin and the interest rate (including the margin) at
December 31, 2004, was 3.67%. Loan financing costs incurred amounted to $70. The
outstanding principal balance of the loan ($15,488) as of December 31, 2004 was
payable in 47 equal quarterly instalments from February 2005 to August 2016,
plus a balloon payment of $3,150 payable in December 2016. In March 2005, the
Company repaid the then outstanding principal balance of the loan, as discussed
below.
Other loans:
In January 2005, Darien concluded a loan for an amount of $18,000 from an
unrelated international bank, to finance the delivery installment of the vessel
Calipso (Note 0). Loan financing costs incurred amounted to $20. The loan was
paid in full in March 2005, as discussed below.
In February 2005, Cerada concluded a loan for an amount of $58,000 from an
unrelated international bank to partially finance the acquisition cost of the
second hand vessel Pantelis SP (Note 6). The loan was paid in full in March
2005, as discussed below.
In March 2005, the Company repaid the then outstanding balance of its
outstanding bank debt amounting to $166,399 with part of the proceeds of the
Initial Public Offering (Note 13). The unamortized balance of loan financing
costs as of that date, amounting to $471, was written off to the income
statement and is included in interest and finance costs in the accompanying 2005
consolidated statement of income (Note 12).
Revolving Credit Facility (h): In February 2005, the Company entered into an
agreement with Royal Bank of Scotland for a $230.0 million secured revolving
credit facility, to finance the acquisition of additional dry bulk carrier
vessels or cellular container ships, for the acquisition of DSS (Note 3(c)) and
for working capital. The maturity of the credit facility is ten years and the
interest rate on amounts drawn will be at LIBOR plus a margin.
The facility is available in full for five years. At the end of the fifth year
it will be reduced by $20.0 million and over the remaining period of five years
will be reducing in semiannual amounts of $13.5 million with a final reduction
of $75.0 million together with the last semi annual reduction. Loan financing
costs amounted to $1,300 (Note 7).
The credit facility is secured by a first priority mortgage on ten of the
vessels in the fleet (excluding the Thetis and the Erato) and such other vessels
that may from time to time be included with the approval of the lender, a first
assignment of all freights, earnings, insurances and requisition compensation
and a negative pledge agreement that requires to either mortgage new vessels to
the lender or obtain the lender's consent before mortgaging those vessels to
third parties. The lenders may also require additional security in the future in
the event the Company breaches certain covenants under the credit facility, as
described below.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
9. Long-term Debt - (continued):
The credit facility contains covenants including restrictions as to changes in
management and ownership of the vessels, additional indebtedness and mortgaging
of vessels without the bank's prior consent as well as minimum requirements
regarding hull cover ratio (vessels' market values at least 130% of the
outstanding balance of the credit facility), minimum liquidity of $750 per each
vessel in the fleet unless the available credit facility exceeds this amount and
other financial covenants. Furthermore, the Company is not permitted to pay any
dividends, which would result in a breach of the financial covenants.
In November 2005, the Company drew down an amount of $35,100 under the revolving
credit facility with the Royal Bank of Scotland, to fund the balance of the
purchase price of the Erato, which was delivered on November 21, 2005 and an
amount of $39,825 to fund the balance of the purchase price of the Thetis, which
was delivered on November 28, 2005. In December 2005, the Company prepaid
$62,000, being the balance of the loan for the Erato and part of the loan of the
Thetis, using part of the proceeds of the Secondary Public Offering discussed in
Note 13(d). The outstanding principal balance of the borrowing ($12,925) as at
December 31, 2005, is not due for payment until the maturity of the credit
facility.
On the undrawn portion of the facility the Company pays commitment fees, which
for the year ended December 31, 2005 amounted to $604 and are included in
interest and finance costs in the 2005 accompanying consolidated income
statement (Note 12).
Total interest incurred on long-term debt for the years ended December 31, 2003,
2004 and 2005 amounted to $1,775, $2,382 and $1,503, respectively. Of the above
amounts, $91 (in 2003), $339 (in 2004) and $122 (in 2005) were capitalized as
part of the vessel cost or as advances for vessels under construction. Interest
expense on long-term debt for 2003, 2004 and 2005, net of interest capitalized,
is included in interest and finance costs in the accompanying consolidated
statements of income (Note 12).
The weighted average interest rate of the Company's bank loans during 2003, 2004
and 2005, was 2.50%, 2.74% and 4.08%, respectively.
10. Contingencies:
Various claims, suits, and complaints, including those involving government
regulations and product liability, arise in the ordinary course of the shipping
business. In addition, losses may arise from disputes with charterers, agents,
insurance and other claims with suppliers relating to the operations of the
Company's vessels. Currently, management is not aware of any such claims or
contingent liabilities, which should be disclosed, or for which a provision
should be established in the accompanying consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management
becomes aware that a liability is probable and is able to reasonably estimate
the probable exposure. Currently, management is not aware of any such claims or
contingent liabilities, which should be disclosed, or for which a provision
should be established in the accompanying consolidated financial statements. A
minimum of up to $1 billion of the liabilities associated with the individual
vessels actions, mainly for sea pollution, are covered by the Protection and
Indemnity (P&I) Club insurance.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
11. Voyage and Vessel Operating Expenses:
The amounts in the accompanying consolidated statements of income are analyzed
as follows:
2003 2004 2005
------- ------- -------
Voyage Expenses
---------------
Port charges ..................................... 9 32 17
Bunkers .......................................... (169) (23) (341)
Commissions charged by third parties ............. 1,172 3,019 4,731
Commissions charged by a related party (Note 3(a)) 506 1,276 2,061
Miscellaneous .................................... 31 26 12
------- ------- -------
Total ....................................... 1,549 4,330 6,480
======= ======= =======
Vessel Operating Expenses
-------------------------
Crew wages and related costs ..................... 3,613 5,403 8,690
Insurance ........................................ 897 1,157 1,724
Repairs and maintenance .......................... 505 703 1,014
Spares and consumable stores ..................... 1,029 1,899 3,157
Tonnage taxes (Note 14) .......................... 52 68 94
Miscellaneous .................................... 171 284 276
------- ------- -------
Total ....................................... 6,267 9,514 14,955
======= ======= =======
In 2001, the Company signed agreements with an unrelated, international supplier
for the exclusive supply of lubricants to the vessels Nirefs, Alcyon, Triton and
Oceanis, for periods up to December 31, 2005. Under the terms of these
contracts, lubricants supplied during the first two years of operations of the
vessels were free of charge. The free of charge periods for the four vessels
expired between January and May 2003. The market value of lubricants consumed
during the free of charge period, for all four vessels, was $1,649. As at
December 31, 2005 the benefit from those contracts was fully amortized.
In 2004, the Company entered into an agreement with an unrelated, international
supplier for the exclusive supply of lubricants to the vessels Amfitrite,
Protefs, Calipso and Clio and, in 2005 the Company entered into a similar
agreement with the same supplier for the vessel Pantelis SP. Under the terms of
these agreements, a fixed quantity of main engine and auxiliary diesel engine
oils for each vessel was supplied free of charge. The above discount offer
assumes that the Company remains exclusively supplied by the specific supplier
for at least five years following the date of the first supply. In case contract
duration will not be satisfied, the free quantities purchased until the time of
the premature termination will be charged at normal prices to the Company for
the 100% of their value if the contract is terminated within the first year,
then reducing by 20% each year until the fifth year, the year the contract
expires. The vessel Amfitrite did not make use of the above benefit since she
was sold upon her delivery from the shipyard.
The Company classifies lubricant expense in spares and consumable stores in the
aforementioned table of Voyage and Vessel Operating Expenses. During free
lubricant periods, the Company recorded the market value of the lubricants
consumed as an expense and amortizes the benefit of the free lubricants consumed
over the periods from the inception of each of the lubricant contract through
the date of their expiration.
The unamortized balance of the above benefits at December 31, 2004 and 2005
amounted to $435 and $336, respectively, and is reflected in other current and
non-current liabilities in the accompanying consolidated balance sheets.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
12. Interest and Finance Costs:
The amounts in the accompanying consolidated statements of income are analyzed
as follows:
2003 2004 2005
------ ------ ------
Interest expense ............................ 1,684 2,043 1,381
Amortization and write-off of financing costs 73 88 590
Commitment fees ............................. -- -- 604
Financial instruments ....................... (77) (9) --
Other ....................................... -- 43 156
------ ------ ------
Total .............................. 1,680 2,165 2,731
====== ====== ======
In July 2003, the Company concluded two separate interest rate option contracts
(cap and floor) with Fortis Bank for a period of five years (through July 2008)
for a notional amount of $38,000. Under the cap option contract, the Company
paid a premium of $420 and received interest (calculated at LIBOR less 5.5%) if
LIBOR exceeded 5.5%. Under the floor option contract, the Company received a
premium of $420 and paid interest (calculated at 2.25% less LIBOR) if LIBOR fell
below 1%. The Company entered into these agreements in order to partially hedge
its exposure to fluctuations in interest rates on its long-term debt. The
Company's strategy was to limit the interest rate on a long-term debt principal
amount of $38,000, at 5.5% through July 2008. These option agreements did not
meet hedge accounting criteria.
The fair value of these option agreements at December 31, 2003, was $77. In
November 2004, the agreements were terminated resulting in a gain of $86. The
positive change in the fair value of the options amounting to $77 and $9 during
2003 and 2004, respectively, is included in interest and finance costs in the
accompanying consolidated statements of income.
13. Common Stock and Additional Paid-In Capital:
(a) Preferred stock and common stock: Under the amended articles of
incorporation in February 2005, discussed in Note 1, the Company's authorized
capital stock consists of 100,000,000 shares (all in registered form) of common
stock, par value $0.01 per share and of 25,000,000 shares (all in registered
form) of preferred stock, par value $0.01 per share. On the date of the amended
articles of incorporation, the Company reduced the par value of the 150,000
shares of Diana Shipping Investment Corp. from $10.00 per share to $0.01 per
share and issued in the form of dividends 27,475,000 new shares of common stock
at their par value. The share and per share amounts included in the accompanying
consolidated financial statements have been restated to reflect the stock
dividend of 27,475,000 shares. The holders of the common shares are entitled to
one vote on all matters submitted to a vote of stockholders and to receive all
dividends, if any.
(b) Initial public offering: In March 2005, the Company completed its initial
public offering in the United States under the United States Securities Act of
1933, as amended (the "Securities Act"). In this respect, 12,375,000 shares of
common stock at par value $0.01 were issued for $17.00 per share. The net
proceeds of the initial public offering amounted to $193,976.
DIANA SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 and 2005
(Expressed in thousands of U.S. Dollars -
except share and per share data, unless otherwise stated)
13. Common Stock and Additional Paid-In Capital - (continued):
(c) Incentive plan: In February 2005, the Company adopted an equity incentive
plan which entitles the Company's officers, key employees and directors to
receive options to acquire the Company's common stock. A total of 2,800,000
shares of common stock are reserved for issuance under the plan. The plan is
administered by the Company's Board of Directors. Under the terms of the plan,
the Company's Board of Directors will be able to grant new options exercisable
at a price per share to be determined by the Company's Board of Directors. No
options will be exercisable until at least two years after the closing of the
initial public offering discussed above. Any shares received on exercise of the
options will not be able to be sold until three years after the closing of the
initial public offering. All options will expire 10 years from the date of
grant. The plan will expire 10 years from the closing of the initial public
offering. As at December 31, 2005, no options were granted under the plan.
(d) Secondary public offering: In December 2005, the Company completed a
secondary public offering in the United States under the United States
Securities Act of 1933, as amended and issued 5,000,000 shares of common stock
at par value $0.01 for $13.50 per share. The net proceeds of the secondary
public offering amounted to $63,085.
(e) Dividends and appropriation of retained earnings As at December 31, 2004 and
2005, the company paid dividends of $51,000 and $57,400, respectively.
Furthermore, following a Board of Directors resolution dated January 2005,
$15,850 of retained earnings was appropriated for the purpose of reinvestment to
the Company. However, in August 2005, following another Board of Directors
resolution, the appropriated retained earnings were again transferred to
retained earnings for distribution.
(f) Additional paid-in capital: The amounts shown in the accompanying
consolidated balance sheets, as additional paid-in capital, represent (i)
payments made by the stockholders at various dates to finance vessel
acquisitions in excess of the amounts of bank loans obtained and advances for
working capital purposes, (ii) payments made by the stockholders in excess of
the par value of common stock purchased by them, (iii) the value of executive
management services provided through the management agreement with DSS to the
Company until consummation of the initial public offering, as well as the value
of the lease expense for the office space and of the secretarial services that
are provided to the Company at no additional charge by DSS, and (iv) the
difference between the par value of the shares issued in the initial public
offering in March 2005 and the net proceeds obtained for those shares.
In February 2005, the Company entered into direct employment agreements with its
Executives to receive executive management services previously provided by DSS
and DSA. For the years ended December 31, 2003, 2004 and 2005, the value of the
above services, the secretarial services and free office space amounted to
$1,470, $1,528 and $455, respectively, and is included in executive management
services and rent in the accompanying consolidated statements of income. The
value of the services was determined by reference to the amounts of the
employment agreements mentioned above. The value of the rent for the free office
space was determined by a lease agreement between DSS and the company that will
acquire the office space before DSS is acquired by the Company (Note 3(c)).
The amounts relating to the management services were discounted for the effect
of the salary increases during the years 2003 (4.00%) and 2004 (4.92%) as
determined by the collective agreements governing the employment of shoreside
personnel by shipping companies in Greece, which approximate inflation rates,
while the amounts relating to the rent were discounted for the effect of the
inflation rates. After the acquisition by the Company of DSS, the amount of the
rent is expected to increase as the Company expects to occupy more space. Rent
is expected to be paid to a company controlled by the Company's Chairman and
CEO, Mr. Palios, which will have possession of the building.
13. Common Stock and Additional Paid-In Capital - (continued):
(g) Registration rights agreement: In February 2005, prior to its initial public
offering the Company entered into a registration rights agreement with Corozal
Compania Naviera S.A., Ironwood Trading Corp. (companies controlled by Mr.
Simeon Palios), and Zoe S. Company Ltd. (a company controlled by Fortis), its
stockholders of record immediately prior to the initial public offering,
pursuant to which the Company has granted them, their affiliates (including its
executives Mr. Simeon Palios, Mr. Anastassis Margaronis and Mr. Ioannis
Zafirakis) and certain of their transferees, the right, under certain
circumstances and subject to certain restrictions, including any applicable
lock-up agreements then in place, to require the Company to register under the
Securities Act shares of its common stock held by them. Under the registration
rights agreement, these persons will have the right to request the Company to
register the sale of shares held by them on their behalf and may also require to
make available shelf registration statements permitting sales of shares into the
market from time to time over an extended period. In addition, these persons
will have the ability to exercise certain piggyback registration rights in
connection with registered offerings requested by stockholders or initiated by
the Company.
14. Income Taxes:
Under the laws of the countries of the companies' incorporation and / or
vessels' registration, the companies are not subject to tax on international
shipping income; however, they are subject to registration and tonnage taxes,
which are included in vessel operating expenses in the accompanying consolidated
statements of income.
Pursuant to the Internal Revenue Code of the United States (the "Code"), U.S.
source income from the international operations of ships is generally exempt
from U.S. tax if the company operating the ships meets both of the following
requirements, (a) the Company is organized in a foreign country that grants an
equivalent exception to corporations organized in the United States and (b)
either (i) more than 50% of the value of the Company's stock is owned, directly
or indirectly, by individuals who are "residents" of the Company's country of
organization or of another foreign country that grants an "equivalent exemption"
to corporations organized in the United States (50% Ownership Test) or (ii) the
Company's stock is "primarily and regularly traded on an established securities
market" in its country of organization, in another country that grants an
"equivalent exemption" to United States corporations, or in the United States
(Publicly-Traded Test).
Notwithstanding the foregoing, the regulations provide, in pertinent part, that
each class of the Company's stock will not be considered to be "regularly
traded" on an established securities market for any taxable year in which 50% or
more of the vote and value of the outstanding shares of such class are owned,
actually or constructively under specified stock attribution rules, on more than
half the days during the taxable year by persons who each own 5% or more of the
value of such class of the Company's outstanding stock, ("5 Percent Override
Rule").
For more than half the days of the tax year 2005, more than 50% of the Company's
common stock was owned by 5% Shareholders whose issued and outstanding stock
were issued in bearer form and therefore, the Company is subject to the 5
Percent Override Rule for 2005 unless the Company can establish that among the
closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that
are qualified shareholders for purposes of Section 883 to preclude non-qualified
5% Shareholders in the closely-held group from owning 50% or more of its stock
for more than half the number of days during the taxable year. In order to
establish this, sufficient 5% Shareholders that are qualified shareholders must
comply with certain documentation and certification requirements designed to
substantiate their identity as qualified shareholders. Furthermore, based on a
literal reading of the Section 883 regulations, holders of bearer shares are
denied qualified shareholder status. Nevertheless, the Company believes that the
facts in respect to the bearer shares owned by Simeon Palios, who is a resident
of Greece, a qualified foreign country, are distinguishable from those which the
regulations were intended to address and therefore, the Company intends to take
the position that it is not subject to the 5 Percent Override Rule and
therefore, qualifies for exemption under Section 883 for the 2005 taxable year.
In the case Mr. Palios is not treated as a qualified shareholder, the Company
will not qualify for exemption under Section 883 for the 2005 taxable year and
will be subject to a 4% tax on its United States source shipping income. The
Company estimates that since no more than the 50% of its shipping income would
be treated as being United States source income, the effective tax rate is
expected to be 2% and accordingly it would impact the results of operations by
approximately $0.2 million.
15. Financial Instruments:
The carrying values of temporary cash investments, accounts receivable and
accounts payable approximate their fair value due to the short-term nature of
these financial instruments. The fair values of long-term bank loans approximate
the recorded values, due to their variable interest rates.
16. Subsequent Events:
(a) Delivery of Vessel and Loan Draw-down: On January 25, 2006, Vesta took
delivery of the Coronis (Notes 1(m) and 5) which was under construction at the
Hudong Shipyard. The Company drew down an amount of $38,500 under its revolving
credit facility with RBS, discussed in Note 9, to fund the balance of the
purchase price ($42,000 less advance payment of $4,200) of the vessel and for
working capital.
(b) Declaration of Dividends: On February 15, 2006, the Company declared
dividends amounting to $18,000 or $0.40 per share, payable on or about March 9,
2006 to stockholders of record as of February 28, 2006.
(c) Exercise of option to Acquire DSS (unaudited): On March 27, 2006, the
stockholders of DSS provided notice to the Company of their exercise of the
option to sell all, but not less than all, of their outstanding shares of DSS to
the Company for $20.0 million in cash, pursuant to the option agreement signed
in February 2005 (Note 3(d)). The acquisition of DSS was agreed to be
consummated on April 1, 2006.
23159 0002