d937616_6-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November 2008
 
Commission File Number:  001-32458
 
DIANA SHIPPING INC.
(Translation of registrant’s name into English)
 
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F [X]       Form 40-F [  ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___
 
 

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Attached to this Report on Form 6-K as Exhibit 1 is a press release dated November 12, 2008 of Diana Shipping Inc. (the “Company”) announcing its financial results for the third quarter and first nine months of 2008, as well as announcing declaration of a dividend and suspension of future dividends.

This report is incorporated by reference into the Company’s F-3 Registration Statement (File no. 333-143635) that was filed with the Securities and Exchange Commission (the “Commission”) with an effective date of June 15, 2007, and the Company’s F-3 Registration Statement (File no. 333-150406) that was filed with the Commission with an effective date of April 24, 2008.

 
 

 

Exhibit 1
 

 
Corporate Contact:
 
Ioannis Zafirakis
 
Director, Executive Vice-President and Secretary
 
Telephone: + 30-210-9470100
 
Email: izafirakis@dianashippinginc.com
For Immediate Release
 
 
Investor and Media Relations:
 
Edward Nebb
 
Comm-Counsellors, LLC
 
Telephone: + 1-203-972-8350
 
Email: enebb@optonline.net


DIANA SHIPPING INC. REPORTS FINANCIAL RESULTS
FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2008

DECLARES CASH DIVIDEND OF $0.95 PER SHARE
FOR THE THIRD QUARTER AND SUSPENDS FUTURE DIVIDENDS TO POSITION
 THE COMPANY FOR MARKET OPPORTUNITIES

BOARD OF DIRECTORS AUTHORIZES SHARE REPURCHASE PROGRAM


ATHENS, GREECE, November 12, 2008 – Diana Shipping Inc. (NYSE: DSX), a global shipping company specializing in the transportation of dry bulk cargoes, today reported net income of $57.6 million for the third quarter of 2008.  This compared to net income of $50.4 million reported in the third quarter of 2007.

Voyage and time charter revenues were $87.4 million for the third quarter of 2008, compared to $49.1 million for the same period of 2007, due to an increase in prevailing time charter rates and the increase in operating days due to the enlargement of the Company’s fleet.

Net income for the nine months ended September 30, 2008 amounted to $167.5 million, compared to net income of $97.8 million for the same period of 2007. Voyage and time charter revenues were $253.1 million for the first nine months of 2008, compared to $131.6 million for the same period of 2007.

Dividend Declaration and Change in Future Dividend Policy

The Company has declared a cash dividend on its common stock of $0.95 per share, based on its results of operations during the third quarter ended September 30, 2008. The cash dividend will be payable on or about December 11, 2008 to shareholders of record as of November 26, 2008. The Company has 75.1 million shares of common stock outstanding.

In order to position the Company to take advantage of market opportunities, the Board of Directors has decided to suspend the Company’s future dividend payments after the dividend distribution noted above.  The Board believes this decision will enhance the Company’s financial flexibility, by permitting cash flow that would have been devoted to dividends to be used for opportunities that may arise in the current marketplace.
 
Initiation of Stock Buyback Plan

The Company has further announced that the Board of Directors has authorized a share buyback program for up to US $100 million of the Company's common shares during the period ending December 31, 2009.
 

 
 

 
 
Chairman and Chief Executive Officer’s Comments

Simeon Palios, Chairman and CEO of Diana Shipping, said: “Our consistent strategy at Diana Shipping has been to maximize returns to shareholders taking into account the highly cyclical nature of the dry bulk shipping industry.  We have delivered on our strategy. Since we went public in 2005, Diana Shipping Inc. has produced a total annualized rate of return to shareholders of more than 27%. This performance compares very favorably to that of the other drybulk shares, as well as to that of the S&P 500 over the same period.  We produced this return during a period of high vessel prices and high charter rates by employing low debt levels and a full dividend payout policy to create a modern fleet.

“We believe we are now entering a period of low charter rates and vessel prices which creates different opportunities to help us produce maximum returns.  A suspension of our dividend will enable us to apply our cash flow to these opportunities when we believe we can create long-term value for shareholders.

“Low markets create opportunities.  In 1999, we ordered the construction of the Nirefs and three other Panamax vessels currently in our fleet for a contract price of $20 million each, using 75% debt financing.  While past performance is not indicative of future results, as you can imagine, our results from the Nirefs and its sister ships have been very good. While we are paying our full dividend for the third quarter, we are suspending future dividends during this period of changed, but enhanced opportunity.

“Our Company has one of the lowest debt levels in the drybulk shipping industry.  By enhancing our liquidity resources while maintaining our relatively low level of debt, we are preparing ourselves to take advantage of investment opportunities, which will present themselves during this downturn.  We have accepted slightly lower rates in order to do business with creditworthy charterers. We have a young fleet ready to meet a change in the market as the downturn ends.   In addition, we believe that the present credit crunch will create new market opportunities as there are fewer buyers and lower vessel prices, but also fewer new ships delivered from the shipyards due to financing constraints.

“When market conditions and opportunities change, with our low debt level and by enhancing our liquidity, we will then have the flexibility to support more debt and reinstate our dividend.  Management and Board members own over 19% of the shares of Diana and we care about shareholder value.”
 
Fleet Employment Profile (As of November 10, 2008)
Currently Diana’s fleet is employed as follows:

  Name
Sister ships 1
Year Built
DWT
Employment 2
  Charter Expiration 3
Nirefs
A
2001
75,311
$60,500
Feb 3, 2010 – Apr 3, 2010
Alcyon
A
2001
75,247
$34,500
Nov 21, 2012 – Feb 21, 2013
Triton
A
2001
75,336
$24,400
Oct. 17, 2009 – Jan 17, 2010 4
Oceanis
A
2001
75,211
$40,000
Jul 29, 2009 – Oct 29, 2009
Dione
A
2001
75,172
$82,000
Jan 7, 2009 – Mar 7, 2009
Danae
A
2001
75,106
$29,400
Feb 18, 2009 – May 18, 2009
Protefs
B
2004
73,630
$59,000
Aug 18, 2011 – Nov 18, 2011
Calipso
B
2005
73,691
$55,000
Jan 15, 2009 – Mar 15, 2009
Clio
B
2005
73,691
$27,000
Jan 27, 2009 – Mar 27, 2009
Thetis
B
2004
73,583
$61,000
Jan 6, 2009 – Feb 5, 2009
Naias
B
2006
73,546
$34,000
Aug 24, 2009 – Oct 24, 2009
Erato
C
2004
74,444
$80,300
Jan 1, 2009 – Mar 1, 2009
Coronis
C
2006
74,381
$27,500
Jan 18, 2009 – Apr 9, 2009
Sideris GS
D
2006
174,186
$43,000
Nov 30, 2008
       
$39,000
Nov 30, 2009
       
$36,000
Oct 15, 2010 – Jan 15, 2011 5
Aliki
-
2005
180,235
$52,000
May 1, 2009
       
$45,000
Mar 1, 2011 – Jun 1, 2011 5
Semirio
D
2007
174,261
$51,000
Jun 15, 2009
       
$31,000
Apr 30, 2011 – Jul 30, 2011 5
Boston
D
2007
177,828
$52,000
Sep 28, 2011 – Dec 28, 2011 6
Salt Lake City
-
2005
171,810
$55,800
Aug 28, 2012 – Oct 28, 2012
Norfolk
-
2002
164,218
$74,750
Jan 12, 2013 – Mar 12, 2013
New York 7, 8, 9
D
2010
177,000
$48,000
Feb 28, 2015 – Jun 30, 2015
Los Angeles 7, 8, 9
D
2010
177,000
-
-
   
 Total:
      2,364,887
   
 
 
1
Each vessel is a sister ship of the other vessels that have the same letter.
2
Gross time charter rate per day.
3
Charterers’ optional period to redeliver the vessel to us. Charterers have the right to add the off-hire days, if any, and therefore the optional period may be extended.
4
The charterer has the option to employ the vessel for a further 11-13 month period at a daily rate based on the average rate of four pre-determined time charter routes as published by the Baltic Exchange. The optional period, if exercised, must be declared on or before the end of the 30th month of employment and can only commence at the end of the 36th month.
5
The charterer has the option to employ the vessel for a further 11-13 month period. The optional period, if exercised, must be declared on or before the end of the 42nd month of employment and can only commence at the end of the 48th month, at the daily time charter rate of $48,500.
6
The charterer has the option to employ the vessel for a further 11-13 month period. The optional period, if exercised, must be declared on or before the end of the 42nd month of employment and can only commence at the end of the 48th month, at the daily time charter rate of $52,000.
7
Expected to be delivered to us in the second quarter of 2010.
8
The time charter rate of $48,000 per day is based on the latest possible date of delivery to the charterer (see also Note 9).
9
The Company has the option to deliver either New York or Los Angeles to the charterer. The gross rate will vary as follows: US$50,000 per day for delivery between October 1, 2009 and January 31, 2010 or US$48,000 per day for delivery between February 1, 2010 and April 30, 2010.

 
 

 

Summary of Selected Financial & Other Data

   
Three Months Ended September 30,
   
Nine Months Ended
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
INCOME STATEMENT DATA (in thousands of US Dollars):
       
Voyage and time charter revenues
  $ 87,408     $ 49,086     $ 253,052     $ 131,591  
Voyage expenses
    3,528       2,348       10,168       6,028  
Vessel operating expenses
    10,908       7,397       29,980       20,826  
Net income
    57,591       50,384       167,539       97,847  
FLEET DATA
                               
Average number of vessels
    19.0       16.1       18.9       15.6  
Number of vessels
    19.0       16.0       19.0       16.0  
Weighted average age of fleet (in years)
    4.0       3.7       4.0       3.3  
Ownership days
    1,748       1,477       5,165       4,271  
Available days
    1,740       1,477       5,157       4,271  
Operating days
    1,739       1,476       5,151       4,240  
Fleet utilization
    99.9 %     99.9 %     99.9 %     99.3 %
AVERAGE DAILY RESULTS
                               
Time charter equivalent (TCE) rate (1)
  $ 48,207     $ 31,644     $ 47,098     $ 29,399  
Daily vessel operating expenses (2)
  $ 6,240     $ 5,008     $ 5,804     $ 4,876  
 
 
(1)
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 is a non-GAAP measure.  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.

(2)
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.
 
Conference Call and Webcast Information
Diana Shipping Inc. will conduct a conference call and simultaneous Internet webcast to review these results at 9:00 A.M. (Eastern Standard Time) on Wednesday, November 12, 2008.

Investors may access the webcast by visiting the Company’s website at www.dianashippinginc.com, and clicking on the webcast link.  The webcast also is accessible at www.viavid.net, by clicking on the Diana Shipping link under “Events”.  The conference call also may be accessed by telephone by dialing 1-800-762-8779 (for U.S.-based callers) or 1-480-629-9041 (for international callers).

A replay of the webcast will be available soon after the completion of the call and will be accessible on both www.dianashippinginc.com and www.viavid.net.  A telephone replay will be available by dialing 1-800-406-7325 (for U.S.-based callers) or 1-303-590-3030 (for international callers); callers must use the PIN number 3934891.

About the Company
Diana Shipping Inc. is a global provider of shipping transportation services.  The Company specializes in transporting dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.


 
 

 

Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors.  Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.

(See financial tables attached)


 
 

 



DIANA SHIPPING INC.
 
FINANCIAL TABLES
 
Expressed in thousands of U.S. Dollars, except share and per share data
 
                         
CONSOLIDATED STATEMENTS OF INCOME
 
                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
 REVENUES:
                       
  Voyage and time charter revenues
  $ 87,408     $ 49,086     $ 253,052     $ 131,591  
                                 
 EXPENSES:
                               
 Voyage expenses
    3,528       2,348       10,168       6,028  
 Vessel operating expenses
    10,908       7,397       29,980       20,826  
 Depreciation and amortization of deferred charges
    11,034       6,625       32,243       16,848  
 General and administrative expenses
    3,267       2,221       10,725       6,636  
 Gain on vessel sale
    -       (21,504 )     -       (21,504 )
 Foreign currency losses (gains)
    (248 )     (41 )     (354 )     (158 )
 Operating income
    58,919       52,040       170,290       102,915  
                                 
 OTHER INCOME (EXPENSES):
                               
 Interest and finance costs
    (1,384 )     (1,867 )     (4,400 )     (5,767 )
 Interest Income
    56       211       704       699  
 Insurance settlement for vessel un-repaired damages
    -       -       945       -  
                                 
 Total other income (expenses), net
    (1,328 )     (1,656 )     (2,751 )     (5,068 )
                                 
 Net Income
  $ 57,591     $ 50,384     $ 167,539     $ 97,847  
                                 
Less: Dividends paid on restricted stock
    (69 )     -       (178 )     -  
                                 
 Net income available to common shareholders
  $ 57,522     $ 50,384     $ 167,361     $ 97,847  
                                 
Earnings/(losses)  per common share, basic and diluted
  $ 0.77     $ 0.78     $ 2.25     $ 1.63  
                                 
Weighted average number of common shares, basic
    74,375,000       64,184,783       74,375,000       60,168,040  
                                 
Weighted average number of common shares, diluted
    74,377,885       64,184,783       74,377,694       60,168,040  
                                 

 
 

 


                 
BALANCE SHEET DATA
               
       
September 30,
   
December 31,
 
       
2008
   
2007
 
ASSETS
     
(unaudited)
       
                 
 Cash and cash equivalents
        4,761       16,726  
 Other current assets
        4,214       4,788  
 Advances for vessels under construction and acquisitions and other vessel costs
    26,947       53,104  
 Vessels' net book value
        971,347       867,632  
 Other fixed assets, net
        864       956  
 Other non-current assets
        840       1,136  
Total assets
        1,008,973       944,342  
                     
LIABILITIES AND STOCKHOLDERS' EQUITY
                   
                     
 Current liabilities
        19,789       20,964  
 Long-term debt
        172,595       98,819  
 Deferred revenue, non current portion
        23,616       23,965  
 Other non-current liabilities
        1,195       1,120  
 Total stockholders' equity
        791,778       799,474  
Total liabilities and stockholders' equity
        1,008,973       944,342  
 
OTHER FINANCIAL DATA
                       
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2008
   
2007
   
2008
   
2007
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
 Net cash from operating activities
  $ 67,266     $ 37,748     $ 198,127     $ 98,397  
 Net cash from / (used in) investing activities
    (260 )     78,374       (108,389 )     (152,965 )
 Net cash from / (used in) financing activities
    (84,950 )     62,677       (101,703 )     230,479  

 
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
DIANA SHIPPING INC.
(registrant)
 
Dated:  November 12, 2008
By:
/s/ Anastassis Margaronis
   
Anastassis Margaronis
President


 
 


SK 23159 0002 937616