d1268607_6-k.htm
FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2012
Commission File Number: 001-35025

DIANA CONTAINERSHIPS INC.
(Translation of registrant's name into English)
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


 
 
 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 is a press release dated February 23, 2012 of Diana Containerships Inc. ("the Company") reporting the Company's financial results for the fourth quarter and year ended December 31, 2011 and declaring a cash dividend with respect to the fourth quarter of 2011.




 
 
 

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 CONTAINERSHIPS INC.
(registrant)


Dated: February 23, 2012
By:
/s/ Andreas Michalopoulos
 
 
Andreas Michalopoulos
 
 
Chief Financial Officer and Treasurer


 
 
 

Exhibit 99.1


 

Corporate Contact:
Ioannis Zafirakis
Director, Chief Operating Officer and Secretary
Telephone: + 30-210-947-0000
Email: izafirakis@dcontainerships.com
For Immediate Release
Investor and Media Relations:
Edward Nebb
Comm-Counsellors, LLC
Telephone: + 1-203-972-8350
Email: enebb@optonline.net
 

DIANA CONTAINERSHIPS INC. REPORTS FINANCIAL RESULTS
FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2011

DECLARES CASH DIVIDEND OF $0.15 PER SHARE
FOR THE FOURTH QUARTER

ATHENS, GREECE, February 23, 2012 – Diana Containerships Inc. (NASDAQ: DCIX), a global shipping company specializing in owning and operating containerships, today reported net income of $1.3 million for the fourth quarter of 2011, compared to a net loss of $15.6 thousand for the same period of 2010.
 
Time charter revenues were $9.8 million for the fourth quarter of 2011, compared to $3.3 million for the same period of 2010, mainly due to the increase in the number of vessels in the fleet following the delivery of the Maersk Merlion, Maersk Malacca and Maersk Madrid in June 2011, as well as the increase in average time charter revenues.
 
Net income to Diana Containerships Inc., for the year ended December 31, 2011 amounted to $3.6 million, compared to a net loss of $2.0 million for the period from January 7, 2010 (inception date) to December 31, 2010. Time charter revenues were $27.0 million for the year ended December 31, 2011, compared to $5.7 million for the same period in 2010.
 
Dividend Declaration
 
The Company has declared a cash dividend on its common stock of $0.15 per share. The cash dividend will be payable on March 22, 2012 to all shareholders of record as at March 8, 2012. The Company has 23,076,161 shares of common stock outstanding.
 
Chairman and Chief Executive Officer’s Comments
 
“The performance of Diana Containerships in 2011 reflects the implementation of our strategies to build a quality fleet with the ability to deliver strong and consistent revenues. The growth in time charter revenues during the fourth quarter was accompanied by an increase in operating expenses, mainly due to the extensive maintenance costs brought forward for the newly acquired Maersk vessels. Soon all our vessels will have been upgraded to our Company’s technical standards and operating expenses will in effect stabilize. Our results going forward will also benefit from the addition of four vessels to our fleet since the start of 2012. In the current market conditions, we are confident that our growing fleet and relationships with leading charterers, together with our strong balance sheet, offers the right formula to deliver value and substantial dividends to our shareholders,” said Simeon Palios, Chairman and Chief Executive Officer of Diana Containerships Inc.
 

 
 
 

Fleet Employment Profile (As of February 21, 2012)
Currently Diana Containerships’ fleet is employed as follows:
 
 
 
    
 
    
 
    
 
  
 
 
 
  
 
  
Vessel
    
Sister Ships*
    
Gross Rate (USD Per Day)
    
Com**
  
Charterer
Delivery Date to
Charterer
Redelivery Date to Owners***
  
Notes
  
BUILT TEU
    
 
    
 
    
 
  
 
 
 
  
 
  
Container Vessels
  
SAGITTA
       A     $ 22,000       2.25 %
A.P. Moller - Maersk A/S
15-May-11
15-Mar-13 - 15-Jun-13
     1  
  2010 3,426                          
 
 
 
        
CENTAURUS
       A     $ 20,000       2.25 %
CSAV Valparaiso
4-Sep-10
21-Jul-12 - 19-Oct-12
        
  2010 3,426                          
 
 
 
        
MAERSK MALACCA
       B     $ 21,450       2.25 %
A.P. Moller - Maersk A/S
24-Jun-11
10-May-13 - 8-Aug-13
     2  
  1990 4,714                          
 
 
 
        
MAERSK MERLION
       B     $ 21,450       2.25 %
A.P. Moller - Maersk A/S
19-Jun-11
5-May-13 - 3-Aug-13
     2  
  1990 4,714                          
 
 
 
        
MAERSK MADRID
             $ 21,450       2.25 %
A.P. Moller - Maersk A/S
15-Jun-11
1-May-13 - 30-Jul-13
     2  
  1989 4,206                          
 
 
 
        
CAP SAN MARCO
       C     $ 22,750       1.00 %
Reederei Santa Containerschiffe GmbH & Co. KG
6-Feb-12
6-Feb-13
        
                $ 22,850       1.00 %
6-Feb-13
6-Feb-14
        
  2001 3,739             $ 23,250       1.00 %
6-Feb-14
23-Dec-14 - 23-Mar-15
        
CAP SAN RAPHAEL
       C     $ 22,750       1.00 %
Reederei Santa Containerschiffe GmbH & Co. KG
6-Feb-12
6-Feb-13
        
                $ 22,850       1.00 %
6-Feb-13
6-Feb-14
        
  2002 3,739             $ 23,250       1.00 %
6-Feb-14
23-Dec-14 - 23-Mar-15
        
APL SARDONYX
       D     $ 24,750       2.00 %
APL (Bermuda) Ltd.
17-Feb-12
3-Jan-14 - 3-Apr-14
     3  
  1995 4,729                          
 
 
 
        
APL SPINEL
       D     $ 24,750       2.00 %
APL (Bermuda) Ltd.
1-Mar-12
15-Jan-14 - 15-Apr-14
     3,4  
  1996 4,729                          
 
 
 
        
                             
 
 
 
        
 

*
Each container vessel is a "sister ship", or closely similar, to other container vessels that have the same letter.
**
Total commission as a percentage of charterhire paid to third parties and Diana Shipping Services S.A.
***
Charterers' optional period to redeliver the vessel to owners. Charterers have the right to add the off hire days, if any, and therefore the optional period may be extended.

1
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 December 15, 2012 and can only commence on May 1, 2013 at a gross daily rate of $30,000.
2
The charterer has the option to employ the vessel for a further 12 month period, plus or minus 45 days at a gross daily rate of $25,000. The optional period, if exercised, must be declared on or before the end of the 20th month of employment and will only commence at the end of the 24th month.
3
The charterer has the option to employ the vessel for a further 12 month period plus or minus 45 days, at a daily rate of $24,750 starting 24 months after delivery of the vessel to the charterer. After that period the charterer has the option to employ the vessel for a further 12 month period plus or minus 45 days, at a daily rate of $28,000 starting 36 months after delivery of the vessel to the charterer.  Options must be declared by the charterer not later than 20 months for the first option and 32 months for the second option after the delivery date to the charterer.
4
Estimated date.
 
 

 
 
 


Summary of Selected Financial & Other Data
  
 
  
For the three months ended December 31,
    
For the year ended December 31,
    
For the period from January 7 (inception date) to December 31,
  
 
  
2011
    
2010
    
2011
    
2010
  
 
  
(unaudited)
    
(unaudited)
    
(unaudited)
    
(unaudited)
  
INCOME STATEMENT DATA:
  
Time charter revenues
   $ 9,776,067     $ 3,312,000     $ 26,992,271     $ 5,734,716  
Voyage expenses
     224,042       118,680       731,013       266,967  
Vessel operating expenses
     4,643,890       1,196,680       11,134,000       2,884,610  
Net income / (loss)
     1,306,956       (15,602 )     3,630,038       (2,001,361 )
FLEET DATA
  
Average number of vessels
     5.0       2.0       3.6       1.0  
Number of vessels
     5.0       2.0       5.0       2.0  
Weighted average age of fleet (in years)
     15.0       0.6       15.0       0.6  
Ownership days
     460       184       1,320       361  
Available days
     460       184       1,320       361  
Operating days
     459       184       1,311       352  
Fleet utilization
     99.8 %     100.0 %     99.3 %     97.5 %
AVERAGE DAILY RESULTS
  
Time charter equivalent (TCE) rate (1)
   $ 20,765     $ 17,355     $ 19,895     $ 15,146  
Daily vessel operating expenses (2)
   $ 10,095     $ 6,504     $ 8,435     $ 7,991  

_______________________
(1)
Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards.  Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions.  TCE 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 Containerships Inc. will conduct a conference call and simultaneous Internet webcast to review these results at 9:00 A.M. (Eastern Time) on Thursday, February 23, 2012.
 
Investors may access the webcast by visiting the Company’s website at www.dcontainerships.com, and clicking on the webcast link.  The conference call also may be accessed by telephone by dialing 1-877-407-8029 (for U.S.-based callers) or 1-201-689-8029 (for international callers), and asking the operator for the Diana Containerships Inc. conference call.

A replay of the webcast will be available soon after the completion of the call and will be accessible for 30 days on www.dcontainerships.com.  A telephone replay also will be available for 30 days by dialing 1-877-660-6853 (for U.S.-based callers) or 1-201-612-7415 (for international callers), and providing the Account number 391 and Replay ID number 387624.

About the Company
 
Diana Containerships Inc. is a Marshall Islands corporation founded in 2010 to own and operate containerships and pursue containership acquisition opportunities. Diana Containerships Inc. intends to continue to capitalize on investment opportunities by purchasing additional containerships in the secondhand market, from other companies, shipyards and lending institutions, and may also enter into newbuilding contracts with shipyards for new containerships.
 
 
 
 
 
 
 

 
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 containership 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 CONTAINERSHIPS INC.
FINANCIAL TABLES
Expressed in U.S. Dollars, except for share data
 
CONSOLIDATED STATEMENTS OF OPERATIONS

 
 
  
 
    
 
    
For the year ended December 31, 2011
    
For the period from January 7 (inception date) to December 31, 2010
  
 
  
For the three months ended December 31,
  
 
  
2011
    
2010
  
REVENUES:
  
(unaudited)
    
(unaudited)
    
(unaudited)
    
 
  
Time charter revenues
   $ 9,776,067     $ 3,312,000     $ 26,992,271     $ 5,734,716  
 
                                
EXPENSES:
                                
Voyage expenses
     224,042       118,680       731,013       266,967  
Vessel operating expenses
     4,643,890       1,196,680       11,134,000       2,884,610  
Depreciation
     2,143,451       739,358       5,937,591       1,453,877  
Management fees
     225,000       90,000       650,000       203,000  
General and administrative expenses
     973,577       946,828       3,441,716       3,523,986  
Foreign currency losses / (gains)
     3,992       1,903       17,646       (1,043,563 )
Operating income / (loss)
     1,562,115       218,551       5,080,305       (1,554,161 )
 
                                
OTHER INCOME / (EXPENSES):
                                
Interest and finance costs
     (303,871 )     (245,438 )     (1,604,159 )     (511,291 )
Interest Income
     48,712       11,285       153,892       64,091  
Total other expenses, net
     (255,159 )     (234,153 )     (1,450,267 )     (447,200 )
 
                                
Net income / (loss)
   $ 1,306,956     $ (15,602 )   $ 3,630,038     $ (2,001,361 )
 
                                
Earnings / (loss) per common share, basic and diluted
   $ 0.06     $ -     $ 0.23     $ (0.45 )
 
                                
 
                                
Weighted average number of common shares, basic
     22,929,499       5,946,165       15,536,028       4,449,431  
 
                                
Weighted average number of common shares, diluted
     22,937,387       5,946,165       15,543,916       4,449,431  

 
 
 

CONDENSED CONSOLIDATED BALANCE SHEET DATA
(Expressed in US Dollars)
 
 
  
2011
    
2010
  
ASSETS
  
 
    
 
  
 
  
 
    
 
  
 Cash and cash equivalents
   $ 41,353,829     $ 11,098,284  
 Other current assets
     2,205,420       1,277,730  
 Advances for vessel acquisitions and other vessel costs
     6,634,239       -  
 Vessels' net book value
     158,826,747       92,077,309  
 Other non-current assets
     991,389       895,846  
Total assets
   $ 210,011,624     $ 105,349,169  
 
                
LIABILITIES AND STOCKHOLDERS' EQUITY
                
 
                
 Current liabilities, including current portion of long-term debt
   $ 3,115,013     $ 2,428,676  
 Long-term debt, net of current portion
     -       18,128,095  
 Other non-current liabilities
     364,253       181,684  
 Total stockholders' equity
     206,532,358       84,610,714  
Total liabilities and stockholders' equity
   $ 210,011,624     $ 105,349,169  
 
 
OTHER FINANCIAL DATA

 
  
For the three months ended December 31,
    
For the year ended December 31,
    
For the period from January 7, (inception date) to December 31,
  
 
  
2011
    
2010
    
2011
    
2010
  
 
  
(unaudited)
    
(unaudited)
    
(unaudited)
    
 
  
 Net Cash provided by/(used in) Operating Activities
   $ 4,620,258     $ (316,655 )   $ 12,503,986     $ (186,525 )
 Net Cash used in Investing Activities
     (7,443,051 )     -       (79,321,268 )     (93,531,186 )
 Net Cash provided by / (used in) Financing Activities
     (4,416,424 )     (1,116,800 )     97,072,827       103,764,596