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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2023
 
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: 001-36798

PANGAEA LOGISTICS SOLUTIONS LTD. 
(Exact name of Registrant as specified in its charter)
Bermuda98-1205464
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf
Newport, RI 02840 
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (401) 846-7790

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockPANLNASDAQ

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. Yes    x                 No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x         No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes                No     x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, par value $0.0001 per share, 46,466,622 shares outstanding as of August 7, 2023.



TABLE OF CONTENTS
 
  Page
PART IFINANCIAL INFORMATION 
Item 1. 
   
 
   
 
  
 
  
 
   
Item 2.
   
Item 3.
   
Item 4.
   
PART II 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Signatures

2




Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
June 30, 2023December 31, 2022
(unaudited) 
Assets  
Current assets  
Cash and cash equivalents$84,295,860 $128,384,606 
Accounts receivable (net of allowance of $5,497,118 and $4,367,848 at June 30, 2023 and December 31, 2022, respectively)
42,822,372 36,755,149 
Bunker inventory27,452,209 29,104,436 
Advance hire, prepaid expenses and other current assets32,359,905 28,266,831 
Total current assets186,930,346 222,511,022 
Fixed assets, net486,380,572 476,524,752 
Finance lease right of use assets, net42,050,361 43,921,569 
Goodwill3,104,800  
Other non-current assets6,106,786 5,284,127 
Total assets$724,572,865 $748,241,470 
Liabilities and stockholders' equity  
Current liabilities  
Accounts payable, accrued expenses and other current liabilities$46,705,982 $38,554,131 
Deferred revenue14,500,065 20,883,958 
Current portion of secured long-term debt32,259,599 15,782,530 
Current portion of finance lease liabilities16,423,228 16,365,075 
Dividend payable808,862 626,178 
Total current liabilities110,697,736 92,211,872 
Secured long-term debt, net73,441,002 98,819,739 
Finance lease liabilities, net160,627,406 168,513,939 
Long-term liabilities - other - Note 1018,234,990 19,974,390 
Commitments and contingencies - Note 9
Stockholders' equity:  
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding
  
Common stock, $0.0001 par value, 100,000,000 shares authorized; 46,466,622 shares issued and outstanding at June 30, 2023; 45,898,395 shares issued and outstanding at December 31, 2022
4,648 4,590 
Additional paid-in capital163,890,246 162,894,080 
Retained earnings148,330,406 151,327,392 
Total Pangaea Logistics Solutions Ltd. equity312,225,300 314,226,062 
Non-controlling interests49,346,431 54,495,468 
Total stockholders' equity361,571,731 368,721,530 
Total liabilities and stockholders' equity$724,572,865 $748,241,470 

 The accompanying notes are an integral part of these consolidated financial statements.
3


Pangaea Logistics Solutions Ltd.
Consolidated Statements of Operations
(unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
 
Revenues:
Voyage revenue$110,465,557 $173,189,073 $218,415,680 $349,525,824 
Charter revenue7,090,440 22,354,883 12,839,392 37,780,535 
Terminal & Stevedore Revenue519,657  519,657  
Total revenue118,075,654 195,543,956 231,774,729 387,306,359 
Expenses:
Voyage expense54,459,633 67,907,824 111,274,264 133,158,291 
Charter hire expense29,125,662 65,713,016 51,716,502 143,424,623 
Vessel operating expense13,210,851 12,929,700 26,817,666 26,117,533 
   Terminal & Stevedore Expenses374,582 374,582  
General and administrative5,923,159 5,137,387 11,614,892 10,418,775 
Depreciation and amortization7,126,995 7,293,433 14,453,855 14,594,852 
Loss on impairment of vessel   3,007,809 
Loss on sale of vessel 318,032 1,172,196 318,032 
Total expenses110,220,882 159,299,392 217,423,957 331,039,915 
Income from operations7,854,772 36,244,564 14,350,772 56,266,444 
Other income (expense): 
Interest expense(4,125,720)(3,673,064)(8,376,234)(7,044,776)
Interest income1,042,564 38,332 2,092,410 38,871 
Income attributable to Non-controlling interest recorded as long-term liability interest expense
(905,337)(1,702,674)(760,600)(3,543,007)
Unrealized (loss) gain on derivative instruments, net(1,348,284)(3,501,649)(1,771,853)3,998,665 
Other income248,863 81,231 635,275 218,438 
Total other (expense) income, net(5,087,914)(8,757,824)(8,181,002)(6,331,809)
Net income2,766,858 27,486,740 6,169,770 49,934,635 
Loss (income) attributable to non-controlling interests77,682 (2,454,307)149,037 (4,734,237)
Net income attributable to Pangaea Logistics Solutions Ltd.$2,844,540 $25,032,433 $6,318,807 $45,200,398 
Earnings per common share:
Basic$0.06 $0.56 $0.14 $1.02 
Diluted$0.06 $0.56 $0.14 $1.00 
Weighted average shares used to compute earnings per common share:
Basic44,775,438 44,430,487 44,744,039 44,411,025 
Diluted45,127,972 45,070,533 45,122,019 45,129,077 
 The accompanying notes are an integral part of these consolidated financial statements.

4


Pangaea Logistics Solutions Ltd.
Consolidated Statements of Stockholders' Equity
(unaudited)
Common StockAdditional Paid-in CapitalRetained EarningsTotal Pangaea Logistics  Solutions Ltd. EquityNon-Controlling InterestTotal  Stockholders' Equity
SharesAmount
Balance at March 31, 202346,466,622 $4,648 $163,623,173 $150,140,417 $313,768,238 $49,424,113 $363,192,351 
Share-based compensation— — 267,073 — 267,073 — 267,073 
Common Stock Dividend— — — (4,654,551)(4,654,551)— (4,654,551)
Net Income— — — 2,844,540 2,844,540 (77,682)2,766,858 
Balance at June 30, 202346,466,622 $4,648 $163,890,246 $148,330,406 $312,225,300 $49,346,431 $361,571,731 
Balance at December 31, 202245,898,395 $4,590 $162,894,080 $151,327,392 $314,226,062 $54,495,468 $368,721,530 
Share-based compensation1,123,5071,123,5071,123,507
Distribution to Non-Controlling Interests— — — — — (5,000,000)(5,000,000)
Issuance of restricted shares, net of forfeitures568,22758(127,341)(127,283)(127,283)
Common Stock Dividend— — — (9,315,793)(9,315,793)— (9,315,793)
Net Income— — — 6,318,8076,318,807(149,037)6,169,770
Balance at June 30, 202346,466,622 $4,648 $163,890,246 $148,330,406 $312,225,300 $49,346,431 $361,571,731 
Common StockAdditional Paid-in CapitalRetained EarningsTotal Pangaea Logistics  Solutions Ltd. EquityNon-Controlling InterestTotal  Stockholders' Equity
SharesAmount
Balance at March 31, 202245,991,977 4,599 162,074,419 103,554,744 265,633,762 50,759,107 316,392,869 
Share-based compensation— — 310,979 — 310,979 — 310,979 
Common Stock Dividend— — — (3,336,710)(3,336,710)— (3,336,710)
Net Income— — — 25,032,433 25,032,433 2,454,307 27,486,740 
Balance at June 30, 202245,991,977 $4,599 $162,385,398 $125,250,467 $287,640,464 $53,213,414 $340,853,878 
Balance at December 31, 202145,617,840 4,562 161,534,280 85,663,375 247,202,217 53,479,177 300,681,394 
Share-based compensation— — 1,138,785 — 1,138,785 — 1,138,785 
Issuance of restricted shares, net of forfeitures374,137 37 (287,667)— (287,630)— (287,630)
Distribution to Non-Controlling Interests— — — — — (5,000,000)(5,000,000)
Common Stock Dividend— — — (5,613,306)(5,613,306)— (5,613,306)
Net Income— — — 45,200,398 45,200,398 4,734,237 49,934,635 
Balance at June 30, 202245,991,977 $4,599 $162,385,398 $125,250,467 $287,640,464 $53,213,414 $340,853,878 

The accompanying notes are an integral part of these consolidated financial statements.

5

Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)


 Six Months Ended June 30,
 20232022
Operating activities
Net income$6,169,770 $49,934,635 
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense14,453,855 14,594,852 
Amortization of deferred financing costs471,582 499,703 
Amortization of prepaid rent60,564 60,969 
Unrealized loss (gain) on derivative instruments1,771,853 (3,998,665)
Income from equity method investee(635,275)(218,438)
Earnings attributable to non-controlling interest recorded as other long term liability760,600 3,543,007 
Provision for doubtful accounts1,129,270 518,796 
Loss on impairment of vessel 3,007,809 
Loss on sale of vessel1,172,196 318,032 
Drydocking costs(3,361,280)(4,858,510)
Share-based compensation1,123,507 1,138,785 
Change in operating assets and liabilities:
Accounts receivable(7,196,493)12,640,090 
Bunker inventory1,652,227 (25,675,924)
Advance hire, prepaid expenses and other current assets(3,503,097)12,286,477 
Accounts payable, accrued expenses and other current liabilities5,894,024 13,292,238 
Deferred revenue(6,383,893)(7,858,791)
Net cash provided by operating activities13,579,410 69,225,065 
Investing activities
Purchase of vessels and vessel improvements(27,039,525)(18,501,875)
Purchase of fixed assets and equipment (71,416)
Proceeds from sale of vessel8,933,700 8,400,000 
Acquisitions, net of cash acquired(7,200,000) 
Dividends received from equity method investments1,627,500  
Contributions to non-consolidated subsidiaries (18,505)
Net cash used in investing activities(23,678,325)(10,191,796)
Financing activities
Payments of financing fees and debt issuance costs (331,317)
Payments of long-term debt(9,096,390)(9,010,117)
Proceeds from finance leases 15,000,000 
Payments of finance lease obligations(8,133,049)(7,808,388)
Dividends paid to non-controlling interests(5,000,000)(5,000,000)
Accrued common stock dividends paid(9,133,109)(5,629,329)
Cash paid for incentive compensation shares relinquished(127,283)(287,630)
Payments to non-controlling interest recorded as long-term liability(2,500,000) 
Net cash used in financing activities(33,989,831)(13,066,781)
Net (decrease) increase in cash and cash equivalents(44,088,746)45,966,488 
Cash and cash equivalents at beginning of period128,384,606 56,208,902 
Cash and cash equivalents at end of period$84,295,860 $102,175,390 
  
The accompanying notes are an integral part of these consolidated financial statements.
6



NOTE 1 - GENERAL INFORMATION AND RECENT EVENTS

Organization and General

The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.

At June 30, 2023, the Company owns three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax drybulk vessels. The Company owns two-thirds of Nordic Bulk Holding Company Ltd. ("NBHC") which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge. On June 1, 2023, the Company completed the acquisition of port and terminal operation.






7


NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

As of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial statements.

The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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. Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for credit losses and the estimate of salvage value used in determining vessel depreciation expense. Actual results could differ from those estimates.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following: 
 June 30, 2023December 31, 2022
 (unaudited) 
Advance hire$5,056,997 $3,491,835 
Prepaid expenses6,317,751 4,777,648 
Accrued receivables7,123,725 7,721,500 
Cash margin on deposit5,543,685 3,239,947 
Derivative assets5,288,301 4,892,144 
Other current assets3,029,446 4,143,757 
 $32,359,905 $28,266,831 

8



Other non-current Assets

Other non-current assets were comprised of the following:

June 30, 2023December 31, 2022
Name(unaudited) 
Intangible Assets - Note 12: Acquisitions$2,251,100 $ 
Investment in Seamar Management723,232 598,725 
Investment in unconsolidated joint ventures1,748,899 3,954,605 
Investment in Narragansett Bulk Carriers (US) Corp519,975 234,141 
Other investments863,580 496,656 
 $6,106,786 $5,284,127 

Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:

 June 30, 2023December 31, 2022
 (unaudited) 
Accounts payable$14,545,982 $9,979,451 
Accrued expenses12,477,619 11,795,973 
Bunkers suppliers4,966,521 6,526,725 
Charter hire payable11,252,112 9,337,941 
Other accrued liabilities3,463,748 914,041 
 $46,705,982 $38,554,131 

Leases

Time charter in contracts

The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending June 30, 2023, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.

Time charter out contracts

Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

At June 30, 2023, the Company had three vessel chartered to customers under time charters that contained a lease. These three leases varied in original length from 31 days to 68 days. The lease payments due under these arrangements totaled approximately $1,497,000 and each of the time charters were due to be completed in 41 days or less.

9


At June 30, 2022, the Company had one vessel chartered to a customer under time charter that contained a lease. This lease's duration was 28 days. At June 30, 2022, lease payments due under this arrangement totaled approximately 125,000 and the time charter was due to be completed in 4 days.

The Company does not have any sales-type or direct financing leases.

Office leases

The Company has four non-cancelable office and office equipment leases. The resulting lease assets and liabilities are not material.

Revenue Recognition

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

Recently Issued Accounting Pronouncements Not Yet Adopted
    
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.
 

10


NOTE 3 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
 
 June 30, 2023December 31, 2022
(unaudited)
Money market accounts – cash equivalents$26,855,278 $33,689,361 
Time deposit accounts - cash equivalents17,143,883 46,000,000 
Cash (1)
40,296,699 48,695,245 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Consists of cash deposits at various major banks.

As of June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2023December 31, 2022
(unaudited)
Pangaea (1)
$60,459,523 $85,398,332 
NBHC (2)
19,584,454 34,718,529 
NBP and Deck Barge (3)
4,251,883 8,267,745 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Held by 100% owned Pangaea consolidated subsidiaries
(2) Held by a 67% owned Pangaea consolidated subsidiary
(3) Held by a 50% owned Pangaea consolidated subsidiary


11


NOTE 4 - FIXED ASSETS

At June 30, 2023, the Company owned twenty-five dry bulk vessels including eight financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 June 30,December 31,
20232022
(unaudited) 
m/v NORDIC ODYSSEY (1)
$19,817,308 $20,685,092 
m/v NORDIC ORION (1)
20,598,185 21,406,429 
m/v NORDIC OSHIMA (1)
23,615,187 24,292,108 
m/v NORDIC OLYMPIC (1)
23,967,093 24,627,857 
m/v NORDIC ODIN (1)
24,068,935 24,726,033 
m/v NORDIC OASIS (1)
25,543,329 26,232,723 
m/v NORDIC NULUUJAAK (2) (4)
36,803,585 37,518,857 
m/v NORDIC QINNGUA (2) (4)
36,723,412 37,428,322 
m/v NORDIC SANNGIJUQ (2) (4)
36,311,617 37,000,230 
m/v NORDIC SIKU(2) (4)
36,701,578 37,393,171 
m/v BULK ENDURANCE22,482,736 23,106,438 
m/v BULK PRUDENCE26,866,858  
m/v BULK COURAGEOUS (4)
15,535,865 15,755,839 
m/v BULK CONCORD (4)
18,877,907 19,394,966 
m/v BULK NEWPORT 10,211,578 
m/v BULK FREEDOM8,312,733 7,464,118 
m/v BULK PRIDE11,684,638 12,174,942 
m/v BULK SPIRIT (4)
13,485,239 11,703,170 
m/v BULK SACHUEST16,907,406 17,188,278 
m/v BULK INDEPENDENCE14,316,099 14,879,681 
m/v BULK FRIENDSHIP (4)
13,245,645 13,680,578 
m/v BULK VALOR16,770,264 17,106,444 
m/v BULK PROMISE17,294,746 17,619,467 
MISS NORA G PEARL (3)
2,044,660 2,268,086 
481,975,025 473,864,407 
Other fixed assets, net4,405,547 2,660,345 
Total fixed assets, net$486,380,572 $476,524,752 
Right of Use Assets
m/v BULK XAYMACA$12,353,157 $13,082,596 
m/v BULK DESTINY19,292,643 19,814,777 
m/v BULK TRIDENT10,404,561 11,024,196 
$42,050,361 $43,921,569 

(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at June 30, 2023 and December 31, 2022, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2023 and December 31, 2022.
(3) Barge is owned by a 50% owned consolidated subsidiary.
(4) Refer to Note 6, "Finance Leases" of our Financial Statements for additional information related to the vessels under finance lease.
12


Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The Company concluded that no triggering event had occurred during the second quarter of 2023, which would require impairment testing. However, during the first quarter of 2023, the Company determined that a triggering event had occurred related to the sale of a vessel, as its carrying value exceeded its fair value. On January 18, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net consideration after brokerage commissions. As a result, we recorded a loss on sale of $1.2 million in the first quarter of 2023. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.

The Company concluded that no triggering event had occurred during the second quarter of 2022, which would require impairment testing. However, during the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million in net consideration after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.








13


NOTE 5 - DEBT

Long-term debt consists of the following: 
June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
13,460,664 14,395,409 2.95 %December 2027
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3)
42,200,000 44,600,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4)
Bulk Nordic Six Ltd. - Tranche A (2)
9,566,659 10,099,993 4.39 %May 2024
Bulk Nordic Six Ltd. - Tranche B 2,070,000 Paid in full in January 10, 2023
Bulk Pride - Tranche C (2)
2,450,000 3,000,000 5.39 %May 2024
Bulk Independence - Tranche E (2)
10,000,000 10,500,000 3.54 %May 2024
Bulk Valor Corp. Loan and Security Agreement (2)
10,761,031 11,424,507 3.29 %June 2028
Bulk Promise Corp. (2)
10,377,482 11,069,630 5.45 %October 2027
Bulk Sachuest (2)
8,121,780 8,500,000 6.19 %October 2029
109 Long Wharf Commercial Term Loan 374,466 Paid in full in January 24, 2023
Total$106,937,616 $116,034,005 
Less: unamortized issuance costs, net(1,237,015)(1,431,736)
$105,700,601 $114,602,269 
Less: current portion(32,259,599)(15,782,530)
Secured long-term debt, net$73,441,002 $98,819,739 

(1)As of June 30, 2023.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.


The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
(unaudited)
2023 (remainder of the year)$6,686,140 
202430,751,725 
202510,476,019 
202610,638,024 
202739,955,014 
Thereafter8,430,694 
$106,937,616 

14


Financial Covenants

Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of June 30, 2023 and December 31, 2022.

NOTE 6 - FINANCE LEASES

The Bulk Destiny, Bulk Trident, Bulk Xaymaca, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngiguq, Nordic Siku and Bulk Concord are classified as finance leases and the leases are secured by the assignment of earnings and insurances and by guarantees of the Company. Minimum lease payments under finance leases are recognized on a straight‑line basis over the term of the lease and the Company will own these vessels at the end of lease term. Refer to the Company's annual report Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 15, 2023 for additional information on these finance leases.

Finance lease consists of the following as of June 30, 2023: 

June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$5,684,895 $6,606,770 5.54 %December 2027
Bulk Trident Ltd.4,739,336 5,551,836 5.52 %June 2027
Bulk Spirit Ltd.8,057,292 8,627,604 5.10 %February 2027
Bulk Nordic Five Ltd. (2)
12,376,591 13,142,885 3.92 %April 2028
Bulk Friendship Corp. (2)
9,002,526 9,507,875 5.29 %September 2024
Bulk Nordic Seven LLC (3)
29,288,060 30,100,318 6.80 %May 2036
Bulk Nordic Eight LLC(3)
29,276,537 30,088,514 6.80 %June 2036
Bulk Nordic Nine LLC(3)
29,374,350 30,163,750 6.80 %September 2036
Bulk Nordic Ten LLC(3)
29,489,913 30,276,595 6.80 %November 2036
Bulk Courageous Corp. (2)
9,600,000 10,200,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
12,889,587 13,645,990 4.67 %February 2029
Total$179,779,087 $187,912,137 
Less: unamortized issuance costs, net(2,728,453)(3,033,123)
$177,050,634 $184,879,014 
Less: current portion(16,423,228)(16,365,075)
Secured long-term debt, net$160,627,406 $168,513,939 

(1)As of June 30, 2023 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of June 30, 2023.

15


Year ending December 31,Amount
(unaudited)
2023 (remainder of the year)$15,305,194 
202436,751,235 
202527,001,889 
202624,369,466 
202724,543,577 
Thereafter142,395,020 
Total minimum lease payments$270,366,381 
Less imputed interest90,587,294 
Present value of minimum lease payments179,779,087 
Less current portion(16,423,228)
Less issuance costs(2,728,453)
Long-term portion$160,627,406 



16


NOTE 7 - DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Forward freight agreements

The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Fuel swap contracts

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Interest rate cap

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.

The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.

The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202312/31/2022Balance Sheet Location6/30/202312/31/2022
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$5,543,685 $3,239,947 Other current liabilities$ $ 
Forward freight agreements (2)
Other current assets$ $ Other current liabilities $1,843,288 $164,787 
Fuel swap contracts (2)
Other current assets$ $ Other current liabilities$648,435 $158,926 
Interest rate cap (2)
Other current assets$5,288,301 $4,892,144 Other current liabilities$ $ 

(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.

(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
 
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
 
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
 
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). 

17


The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:

Unrealized (loss) gain on derivative instruments
For the three months ended For the six months ended
Derivative instruments06/30/20236/30/202206/30/20236/30/2022
(unaudited)(unaudited)
Forward freight agreements$(1,841,065)$(1,698,327)$(1,678,501)$1,061,579 
Fuel Swap Contracts(726,590)(2,133,497)$(489,509)$889,285 
Interest rate cap1,219,371 330,175 $396,157 $2,047,801 
Total (loss) gain$(1,348,284)$(3,501,649)$(1,771,853)$3,998,665 



 








18


NOTE 8 - RELATED PARTY TRANSACTIONS

Amounts and notes payable to related parties consist of the following:
December 31, 2022ActivityJune 30, 2023
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,643,806 550,011 $2,193,817 
Commissions payable (trade payables) (ii)$ 89,075 $89,075 

i.Seamar Management S.A. ("Seamar")
ii.Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors

Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended June 30, 2023 and 2022, the Company incurred technical management fees of approximately $774,000 and $815,400, respectively, under this arrangement. During the six months ended June 30, 2023 and 2022, the Company incurred technical management fees of approximately $1,567,200 and $1,597,000, respectively, under this arrangement.

During the six months ended June 30, 2023, the Company paid cash dividends of $5.0 million to a non-controlling interest holder of NBHC. Additionally, a distribution of $2.5 million was made to a non-controlling interest holder of NBP LLC.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Long-term Contracts Accounted for as Operating Leases

The Company leases office space for its Copenhagen operations. The lease expires in December 2025, at which time the lease continues on a month to month basis with a non-cancelable period of six months.

The Company leases office space for its Singapore operations. In July 2023, the Company renewed its lease for a two year period. At June 30, 2023, the remaining lease term is twenty-six months.

For the three months ended June 30, 2023 and 2022, the Company recognized approximately $52,000 as lease expense for office leases in General and Administrative Expenses.

For the six months ended June 30, 2023 and 2022, the Company recognized approximately $104,000 as lease expense for these office leases in General and Administrative Expenses.

Legal Proceedings and Claims

The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.    

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NOTE 10 - OTHER LONG-TERM LIABILITIES

In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels. The third party contributed additional funding which increased their ownership of NBP to 50% at the time of delivery of the new-build ice class post panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other. The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku in 2021. Earnings attributable to the third party’s interest in NBP are recorded in Income attributable to Non-controlling interest recorded as long-term liability.

The Company paid off the $7.5 million note payable in relation to the acquisition of an additional one-third equity interest in NBHC in September of 2022. NBHC continues to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements.

The roll-forward of Other Long-term Liabilities are as follows:

06/30/202312/31/2022
(unaudited)
Beginning Balance$19,974,390 $17,806,976 
Payments to non-controlling interest recorded as long-term liability(2,500,000)(2,050,000)
Earnings attributable to non-controlling interest recorded as other long term liability760,600 6,717,414 
Reclassification of deferred consideration related to acquisition of non-controlling interest to other current liabilities
 2,500,000 
Payments on other long-term liability (5,000,000)
Ending balance$18,234,990 $19,974,390 
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NOTE 11 - NET INCOME PER COMMON SHARE

The computation of basic net income per share is based on the weighted average number of common shares outstanding for the three months ended June 30, 2023 and 2022. Diluted net income per share gives effect to restricted stock awards.

The following table summarizes the calculation of basic and diluted income per share:

Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
(unaudited)
Net income$2,844,540 $25,032,433 $6,318,807 $45,200,398 
Weighted Average Shares - Basic44,775,438 44,430,487 44,744,039 44,411,025 
Dilutive effect of restricted stock awards352,534 640,046 377,980 718,052 
Weighted Average Shares - Diluted45,127,972 45,070,533 45,122,019 45,129,077 
Basic net income per share$0.06 $0.56 $0.14 $1.02 
Diluted net income per share$0.06 $0.56 $0.14 $1.00 


        
NOTE 12 - ACQUISITIONS

On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $7.2 million. On June 1, 2023, the Company completed the acquisition for a total purchase price of $9.3 million including acquired net working capital. Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash$1,772,889 
Property, plant and equipment1,844,100 
Goodwill3,104,800 
Other intangible assets2,251,100 
Fair value of net assets acquired, excluding cash and cash equivalents8,972,889 
Cash and cash equivalents326,888 
Fair value of net assets acquired$9,299,777 

NOTE 13 - SUBSEQUENT EVENTS

On August 7, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on September 15, 2023, to all shareholders of record as of September 1, 2023.


        
21




ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.

Forward Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Important Financial and Operational Terms and Concepts

The Company uses a variety of financial and operational terms and concepts when analyzing its performance.

These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:

Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases.

Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component.

Terminal & Stevedore Revenue. Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled.

Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred.

Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. The Company does not record a right-of-use asset or lease liability for any arrangement less than one year.

Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts.

Terminal & Stevedore Expenses. Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses.
22




Fleet Data. The Company believes that the measures for analyzing future trends in its results of operations consist of the following:

Shipping days. The Company defines shipping days as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or a time charter (time charter days).

Daily vessel operating expenses. The Company defines daily vessel operating expenses as vessel operating expenses divided by ownership days for the period. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees.

Chartered in days. The Company defines chartered in days as the aggregate number of days in a period during which it chartered in vessels from third party vessel owners.

Time Charter Equivalent ‘‘TCE’’ rates. The Company defines TCE rates as total revenues less voyage expenses divided by the length of the voyage, which is consistent with industry standards. TCE rate is a common 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 rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts.
23



Selected Financial Information
(in thousands, except for shipping days data and per share data)
(figures may not foot due to rounding)
For the three months ended June 30,For the six months ended June 30,
 2023202220232022
Selected Financial Data(unaudited)(unaudited)
Voyage revenue$110,466 $173,189 $218,416 $349,526 
Charter revenue7,090 22,355 12,839 37,781 
Terminal & Stevedore Revenue520 — 520 — 
Total revenue118,076 195,544 231,255 387,306 
Voyage expense54,460 67,908 111,274 133,158 
Charter hire expense29,126 65,713 51,717 143,425 
Vessel operating expenses13,211 12,930 26,818 26,118 
Terminal Expenses375  375  
Total cost of transportation and service revenue97,171 146,551 189,808 302,700 
Vessel depreciation and amortization7,100 7,293 14,399 14,595 
Gross Profit13,805 41,700 27,193 70,011 
Other operating expenses5,951 5,137 11,670 10,419 
Loss on impairment of vessels —  3,008 
Loss on sale of vessel 318 1,172 318 
Income from operations7,855 36,245 14,351 56,266 
Total other (expense) income, net(5,088)(8,758)(8,181)(6,332)
Net income2,767 27,487 6,170 49,935 
Loss (income) attributable to non-controlling interests78 (2,454)149 (4,734)
Net income attributable to Pangaea Logistics Solutions Ltd.$2,845 $25,032 $6,319 $45,200 
Net income from continuing operations per common share information
Basic net income per share$0.06 $0.56 $0.14 $1.02 
Diluted net income per share$0.06 $0.56 $0.14 $1.00 
Weighted-average common shares Outstanding - basic44,775 44,430 44,744 44,411 
Weighted-average common shares Outstanding - diluted45,128 45,071 45,122 45,129 
Adjusted EBITDA (1)
$15,923 $44,248 $32,161 $75,544 
Shipping Days (2)
  
Voyage days3,577 3,963 6,969 8,139 
Time charter days479 740 1,045 1,343 
Total shipping days4,056 4,703 8,014 9,482 
TCE Rates ($/day)$15,558 $27,139 $14,971 $26,803 
24



June 30, 2023December 31, 2022
Selected Data from the Consolidated Balance Sheets(unaudited)
Cash and cash equivalents$84,296 $128,385 
Total assets$724,573 $748,241 
Total secured debt, including finance leases liabilities$282,751 $299,481 
Total shareholders' equity$361,572 $368,722 
For the six months ended June 30,
20232022
(unaudited)
Selected Data from the Consolidated Statements of Cash Flows 
Net cash provided by operating activities$13,579 $69,225 
Net cash used in investing activities$(23,678)$(10,192)
Net cash used in financing activities$(33,990)$(13,067)

(1)Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense, and other non-recurring items, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.

(2)Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).

25



The reconciliation of gross profit to net transportation and service revenue and net income in accordance with U.S. GAAP to Adjusted EBITDA is as follows:
(in thousands, figures may not foot due to rounding)Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net Transportation and Service Revenue (3)
(unaudited)(unaudited)
Gross Profit (4)
$13,805 $41,700 $27,193 $70,011 
Add:
Vessel Depreciation and Amortization7,100 7,293 14,399 14,595 
Net transportation and service revenue$20,905 $48,993 $41,592 $84,606 
Adjusted EBITDA
Net Income$2,767 $27,487 $6,170 $49,935 
Interest expense, net3,083 3,635 6,284 7,006 
Earnings attributable to non-controlling interest recorded as other long term liability905 1,703 761 3,543 
Depreciation and amortization7,127 7,293 14,454 14,595 
EBITDA$13,882 $40,118 $27,668 $75,078 
Non-GAAP Adjustments
Loss on impairment of vessels —  3,008 
Loss on sale of vessels 318 1,172 318 
Share-based compensation267 311 1,124 1,139 
Unrealized loss (gain) on derivative instruments, net1,348 3,502 1,772 (3,999)
Other non-recurring items$426 $— $426 $— 
Adjusted EBITDA$15,923 $44,248 $32,161 $75,544 
 
(3) Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses and terminal & stevedore expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.

(4) Gross profit represents total revenue less cost of transportation and service revenue less vessel depreciation.

26



Business Overview

The dry bulk transportation and logistics industry is known for its cyclicality and volatility, which can be attributed to fluctuations in vessel supply and demand for the transportation of dry bulk commodities. Despite the dry bulk freight market reaching decade high levels in 2021 and maintaining strong performance in the first half of 2022, there was a decrease in freight demand in the third quarter of 2022, leading to a slowdown that persisted through the first quarter of 2023 before rebounding in the second quarter. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,215 for the second quarter of 2023, up approximately 19% from the prior quarter, and compared to an average of 2,403 for the same quarter of 2022. The average published market rates for Supramax and Panamax vessels, reflecting the composition of the company's fleet, also decreased approximately 60%, from an average of $26,075 in the second quarter of 2022 to $10,431 in the same period of 2023. As a result of the industry's volatility, we have experienced fluctuations in our quarterly and annual operating results in the past, and we expect to continue experiencing such fluctuations in the future due to various factors, including cargo demand, vessel supply, competition, and seasonality.

Effect of Inflation

High inflation in the United States and in many of the global economies where the Company operates is beginning to impact vessel operating costs, including crew travel, transportation of equipment and spares, and drydocking costs. We expect crew payroll expenses to stabilize over the near and medium term, however other inflated cost changes may make our vessel daily operating costs higher. Increases in the cost of fuel consumed on voyages are usually absorbed by cargo market rates passed on to customers or covered by fuel cost pass through under the terms of long-term contracts. Because interest rates on a large portion of the Company’s long-term debt, and finance leases is fixed or capped, the impact of higher interest rates on the Company’s earnings is limited.

Quarterly TCE Performance

For the three months ended June 30, 2023, the Company's TCE rates were down 43% to $15,558 from $27,139 for the three months ended June 30, 2022. The Company's achieved TCE rates improved from the previous quarter as the overall dry bulk market rates improved for the three months ended June 30, 2023. The Company's achieved TCE rate for the three months ended June 30, 2023 outperformed the average of the Baltic panamax and supramax market indexes and exceeded the average market rates by approximately 49% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.

2nd Quarter Highlights

Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $2.8 million for three months ended June 30, 2023 as compared to approximately $25.0 million for the same period of 2022.
Diluted net income per share was $0.06 for three months ended June 30, 2023, as compared to $0.56 for the same period of 2022.
Pangaea's TCE rates were $15,558 for the three months ended June 30, 2023 and $27,139 for the three months ended June 30, 2022.
Adjusted EBITDA was $15.9 million for the three months ended June 30, 2023, as compared to $44.2 million for the same period of 2022.
At the end of the quarter, Pangaea had $84.3 million in cash, and cash equivalents.

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Revenues

Pangaea’s revenues are derived predominately from voyage, time charters and terminal and stevedore revenue. Total revenue for the three months ended June 30, 2023 was $118.1 million, compared to $195.5 million for the same period in 2022, a 40% decrease. The decrease in revenues was primarily driven by lower average TCE rates earned as discussed above as well as a decrease in total shipping days, which went down by 14% to 4,056 in the three months ended June 30, 2023, in comparison to 4,703 for the same period in 2022. However, this decrease was partially offset by an increase in terminal and stevedore revenue resulting from the company's acquisition of port and terminal operations in June 2023.
 
27



Components of revenue are as follows:

Voyage revenues decreased by 36% for the three months ended June 30, 2023 to $110.5 million compared to $173.2 million for the same period in 2022. The decrease in voyage revenues was primarily due to lower average TCE rates earned and a lower number of voyage days which decreased 10% to 3,577 for the three months ended June 30, 2023 compared to 3,963 for the same period in 2022.

Charter revenues decreased to $7.1 million from $22.4 million, or 68%, for the three months ended June 30, 2023 compared to the same period in 2022. The decrease in charter revenues was due to a decrease in time charter days which were down 35% to 479 in the first quarter of 2023 from 740 for the same quarter in 2022 and decreased charter hire rates earned. The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charter arrangements.

Terminal & Stevedore revenues increased to $0.5 million, a 100% increase for the three months ended June 30, 2023, as a result of the company's acquisition of port and terminal operations in June 2023.

Voyage Expenses

Voyage expenses were $54.5 million for the three months ended June 30, 2023, compared to $67.9 million for the same period in 2022, a decrease of approximately 20%. The decrease was attributable to a decrease in bunker consumption partially offset by an increase port costs. Total costs of bunkers consumed decreased by 32.8% for the three months ended June 30, 2023 compared to the same period in 2022. The reduction in bunker expenses was primarily attributable to the decrease in voyage days and a decrease in the market price. Although the number of voyage days reduced, port expenses increased by 5% compared to the prior year due to the increase in canal fees.

Charter Hire Expenses

Charter hire expenses for the three months ended June 30, 2023 were $29.1 million, compared to $65.7 million for the same period in 2022, a 56% decrease. The decrease in charter hire expenses was primarily due to a decrease in market rates to charter-in vessels. The average published market rates for Supramax and Panamax vessels decreased approximately 60% from an average of $26,075 in the second quarter of 2022 to $10,431 in the same period of 2023. Chartered-in days decreased 23% from 2,501 days in the three months ended June 30, 2022 to 1,915 days for the three months ended June 30, 2023. The Company's flexible charter-in strategy allows it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.

Vessel Operating Expenses 

Vessel operating expenses for the three months ended June 30, 2023 were $13.2 million, compared to $12.9 million for the same period in 2022, an increase of approximately 2%. The ownership days for the three months ended June 30, 2023 and 2022 were 2,200 and 2,269, respectively, down 3%. Excluding technical management fees, vessel operating expenses on a per day basis were $5,517 for the three months ended June 30, 2023 and $5,198 for the three months ended June 30, 2022. Technical management fees were approximately $1.1 million for the three months ended June 30, 2023 and 2022. The increase in vessel operating expenses was mainly attributable to an increase in crew expenses due to an increase in crewing costs and crew changes. The Company continues to face general inflationary pressures particularly impacting the cost of lubes, stores and spares.

Terminal & Stevedore Expenses

Terminal & Stevedore expenses increased to $0.4 million, a 100% increase for the three months ended June 30, 2023, as a result of the company's acquisition of port and terminal operations in June 2023.

General and Administrative Expenses

General and administrative expenses were $5.9 million and $5.1 million for the three months ended June 30, 2023 and 2022, respectively. The increase was primarily driven by an increase in compensation costs, and the Company's acquisition of port and terminal operation in June of 2023 which added approximately $0.5 million non-recurring acquisition costs. However this was partially offset by a decrease in incentive compensation cost recognized in the second quarter of 2023 compared to the same period of 2022.

28



Unrealized gain (loss) on derivative instruments

The Company assesses risk associated with fluctuating future freight rates and bunker prices, and when appropriate, actively hedges identified economic risk that may impact the operating income of long-term cargo contracts and forward bookings with forward freight agreements and bunkers swaps. The utilization of such derivatives can lead to fluctuations in the Company's reported results from operations on a period-to-period basis as the Company marks these positions to market at the balance sheet date while settlement of the position and execution of the physical transaction may occur at a future date. The Company recognized a mark to market loss on bunker swaps of approximately $0.7 million and on forward freight agreements (FFAs) of approximately $1.8 million in the three months ended June 30, 2023. The fair value gain on interest rate derivative amounted to approximately $1.2 million for the three months ended June 30, 2023. These gains and losses resulted from changes in the fair value of the derivatives at the respective balance sheet dates.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues

Pangaea’s revenues are derived predominately from voyage, time charters and terminal and stevedore revenue. Total revenue for the six months ended June 30, 2023 was $231.8 million, compared to $387.3 million for the same period in 2022, a 40% decrease. The decrease in revenues was primarily due to lower average TCE rates and a 15% reduction in total shipping days, which amounted to 8,014 in the six months ended June 30, 2023, compared to 9,482 for the same period in 2022.
 
Components of revenue are as follows:

Voyage revenues decreased by 38% for the six months ended June 30, 2023 to $218.4 million compared to $349.5 million for the same period in 2022. The decrease in voyage revenues was primarily due to lower average TCE rates and a 14% decrease in the number of voyage days, which amounted to 6,969 in six months ended June 30, 2023, compared to 8,139 for the same period in 2022.

Charter revenues decreased to $12.8 million from $37.8 million, or 66%, for the six months ended June 30, 2023 compared to the same period in 2022. The decrease in charter revenues was due to a decrease in time charter days, which were down 22% to 1,045 in the six months ended June 30, 2023 from 1,343 in the six months ended June 30, 2022. The time charter revenue per day was $12,286 for the six months ended June 30, 2023 compared to $28,131 for the same period of 2022. The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charter arrangements.

Terminal & Stevedore revenue increased to $0.5 million, a 100% increase for the six months ended June 30, 2023, as a result of the company's acquisition of port and terminal operations in June 2023.

Voyage Expenses

Voyage expenses were $111.3 million for the six months ended June 30, 2023, compared to $133.2 million for the same period in 2022, a decrease of 16%. The decrease was mainly attributable to decreased bunker costs, port expenses and canal fees. Bunkers, port charges, and canal fees increase in periods during which vessels are employed on voyage charters. The number of voyage days decreased by 14% to 6,969 days in the six months ended June 30, 2023 compared to 8,139 days for the same period in 2022. Total costs of bunkers consumed decreased by 21% for the six months ended June 30, 2023 compared to the same period in 2022 due to decreasing market prices for bunkers. Port expenses decreased 8% compared to the prior year.

Charter Hire Expenses

Charter hire expenses for the six months ended June 30, 2023 were $51.7 million, compared to $143.4 million for the same period in 2022, a 64% decrease. The decrease in charter hire expenses was primarily due to a decrease in market rates to charter-in vessels and a decrease in the number of chartered-in days from 5,165 days in the six months ended June 30, 2022 to 3,693 days for the six months ended June 30, 2023. The Company's flexible charter-in strategy allows it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.

29



Vessel Operating Expenses 

Vessel operating expenses for the six months ended June 30, 2023 were $26.8 million, compared to $26.1 million for the same period in 2022, an increase of approximately 3%, despite a slight decrease in ownership days compared to first half of 2022. The ownership days for the six months ended June 30, 2023 and 2022 were 4,422 and 4,472, respectively. Excluding technical management fees, vessel operating expenses on a per day basis were $5,575 for the six months ended June 30, 2023 and $5,270 for the same period in 2022. Technical management fees were approximately $2.2 million and $2.5 million for the six months ended June 30, 2023 and 2022, respectively. The increase in vessel operating expenses was primarily attributable to an increase in crew expenses due to an increase in crewing costs and crew changes. The Company continues to face general inflationary pressures particularly impacting the cost of lubes, stores and spares.

Terminal & Stevedore Expenses

Terminal expenses increased to $0.4 million, a 100% increase for the six months ended June 30, 2023, as a result of the Company's acquisition of port and terminal operations in June 2023.

General and Administrative Expenses

General and administrative expenses were $11.6 million and $10.4 million for the six months ended June 30, 2023 and 2022, respectively. The increase was primarily driven by an increase in compensation costs, and the Company's acquisition of port and terminal operation in June of 2023 which added approximately $0.5 million non-recurring acquisition costs. However this was partially offset by a decrease in incentive compensation cost recognized in the second quarter of 2023 compared to the same period of 2022.

Unrealized (loss) gain on derivative instruments

The Company assesses risk associated with fluctuating future freight rates and bunker prices, and when appropriate, actively hedges identified economic risk that may impact the operating income of long-term cargo contracts and forward bookings with forward freight agreements and bunkers swaps. The utilization of such derivatives can lead to fluctuations in the Company's reported results from operations on a period-to-period basis as the Company marks these positions to market at the balance sheet date while settlement of the position and execution of the physical transaction may occur at a future date. The Company recognized mark to market loss on bunker swaps of approximately $0.5 million and loss on forward freight agreements (FFAs) of approximately $1.7 million in the six months ended June 30, 2023. The fair value gain on interest rate derivatives was approximately $0.4 million for the six months ended June 30, 2023. These gains and losses resulted from changes in the fair value of the derivatives at the respective balance sheet dates.

Significant accounting estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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. The significant estimates and assumptions of the Company are the estimated fair value used in determining the estimated future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense, the estimated on the percentage completion of spot voyages and the allowances for doubtful accounts.

Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

30



During the first quarter of 2023, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On January 18, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net consideration after brokerage commissions. As a result, we recorded a loss on sale of $1.2 million in the first quarter of 2023. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million in net consideration after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.
    
Liquidity and Capital Resources

The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-controlling interests, and proceeds from long-term debt and finance lease financing arrangements. The Company has used its capital primarily to fund operations, vessel acquisitions, and the repayment of debt and the associated interest expense. The Company may consider debt or additional equity financing alternatives from time to time. However, if market conditions deteriorate, the Company may be unable to raise additional debt or equity financing on acceptable terms or at all. As a result, the Company may be unable to pursue opportunities to expand its business.

As of June 30, 2023 and December 31, 2022, the Company had working capital of $76.2 million and $130.3 million, respectively. The reduction in working capital was mainly attributed to (i) $34 million of cash acquisitions, including the m/v Bulk Prudence and the port and terminal operation in June of 2023 and (ii) $19.6 million reclassifications of long-term debt to current portion of long-term debt.

Cash Flows:

The table below summarizes our primary sources and uses of cash for the three months ended June 30, 2023 and 2022. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

For the six months ended
(In millions)June 30, 2023June 30, 2022
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items$23.1 $64.5 
Changes in operating assets and liabilities, net(9.5)4.7
Operating activities13.669.2
Investing activities(23.7)(10.2)
Financing activities(34.0)(13.1)
Net change$(44.1)$46.0 

Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2023 was $13.6 million compared to net cash provided by operating activities of $69.2 million for the six months ended June 30, 2022. The cash flows from operating activities decreased compared to the same period in the prior year primarily due to the decrease in income from operations, and timing of customer receipts and supplier payments.

Investing Activities

31



Net cash used in investing activities during the six months ended June 30, 2023 was $23.7 million compared to net cash used in investing activities of $10.2 million for the same period in 2022. During the six months ended June 30, 2023, the Company (i) paid $27.0 million for the purchase of one vessel and other vessel improvements, (ii) paid $7.2 million for net, cash acquisition of a port and terminal operation. These uses of cash were partially offset by $8.9 million in net proceeds from the sale of one vessel. During the six months ended June 30, 2022, the Company paid $18.5 million to purchase one vessel and other vessel improvements, these uses of cash were partially offset by $8.4 million from the sale of one vessel.

Financing Activities

Net cash used in financing activities during the six months ended June 30, 2023 and 2022 was $34.0 million and $13.1 million, respectively. During the six months ended June 30, 2023, the Company repaid $9.1 million of long-term debt and $8.1 million of finance leases. The Company also paid $9.1 million in cash dividends to its shareholders and $7.5 million in cash dividends to non-controlling interest holders. During the six months ended June 30, 2022, the Company repaid $9.0 million of long term debt and $7.8 million of finance leases. The Company also paid $5.6 million in cash dividends to its shareholders and $5.0 million in cash dividends to non-controlling interest holders. These uses of cash were partially offset by $15.0 million proceeds from finance leases.

The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.

Capital Expenditures
 
The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels, as well as port & terminal operations. The Company’s owned or partially owned and controlled fleet at June 30, 2023 includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); eight Supramax drybulk carriers, three Ultramax drybulk carriers (Two of which are Ice-Class IC), and four Post Panamax Ice Class 1A drybulk vessels.
 
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $3.4 million and $4.9 million in the six months ended June 30, 2023 and 2022, respectively. The Company expensed drydocking costs of approximately $90,000 and $4,000, respectively, in the six months ended June 30, 2023 and 2022.

Off-Balance Sheet Arrangements
 
The Company does not have off-balance sheet arrangements at June 30, 2023 or December 31, 2022. 

32



ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
 
No significant changes to our market risk have occurred since December 31, 2022. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in the Company Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 4. Controls and Procedures
 
Management’s Evaluation of Disclosure Controls and Procedures.
 
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for the six months ended June 30, 2023.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
33



PART II: OTHER INFORMATION
 
Item 1 - Legal Proceedings
 
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
 
Item 1A – Risk Factors
 
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
 
    None.
Item 3 - Defaults Upon Senior Securities
 
None.
 
Item 4 – Mine Safety Disclosures
 
None.
 
Item 5 - Other Information  
 
None.
 
34



Item 6 – Exhibits 
Exhibit No.Description
31.1
31.2
32.1
32.2
EX-101.INSXBRL Instance Document
  
EX-101.SCHXBRL Taxonomy Extension Schema
  
EX-101.CALXBRL Taxonomy Extension Calculation Linkbase
  
EX-101.DEFXBRL Taxonomy Extension Definition Linkbase
  
EX-101.LABXBRL Taxonomy Extension Label Linkbase
  
EX-101.PREXBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
______________
*    Filed herewith

35



SIGNATURES
 
Pursuant to the requirements of the Section 13 or 15 or 15(d) 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 on August 9, 2023.
 
 PANGAEA LOGISTICS SOLUTIONS LTD.
  
 By:/s/ Mark L. Filanowski
 Mark L. Filanowski
 Chief Executive Officer
 (Principal Executive Officer)
  
 By:/s/ Gianni Del Signore
 Gianni Del Signore
 Chief Financial Officer
 (Principal Financial and Accounting Officer)

36

Exhibit 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Mark L. Filanowski, certify that:
 
1I have reviewed this quarterly report on Form 10-Q of Pangaea Logistics Solutions Ltd.;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:/s/ Mark L. Filanowski
August 9, 2023Mark L. Filanowski
 Chief Executive Officer
 (Principal Executive Officer)



Exhibit 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Gianni Del Signore, certify that:
 
1I have reviewed this quarterly report on Form 10-Q of Pangaea Logistics Solutions Ltd.;
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:August 9, 2023/s/ Gianni Del Signore
 Gianni Del Signore
 Chief Financial Officer
 (Principal Financial Officer)



Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark L. Filanowski, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 
1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:August 9, 2023/s/ Mark L. Filanowski
 Mark L. Filanowski
 Chief Executive Officer
 (Principal Executive Officer)



Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gianni DelSignore, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 
1The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:August 9, 2023/s/ Gianni Del Signore
 Gianni Del Signore
 Chief Financial Officer
 (Principal Financial Officer)


v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 07, 2023
Document And Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-36798  
Entity Registrant Name PANGAEA LOGISTICS SOLUTIONS LTD.  
Entity Incorporation, State or Country Code D0  
Entity Tax Identification Number 98-1205464  
Entity Address, Address Line One 109 Long Wharf  
Entity Address, City or Town Newport  
Entity Address, State or Province RI  
Entity Address, Postal Zip Code 02840  
City Area Code 401  
Local Phone Number 846-7790  
Title of 12(b) Security Common Stock  
Trading Symbol PANL  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   46,466,622
Entity Central Index Key 0001606909  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.23.2
Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 84,295,860 $ 128,384,606
Accounts receivable (net of allowance of $5,497,118 and $4,367,848 at June 30, 2023 and December 31, 2022, respectively) 42,822,372 36,755,149
Bunker inventory 27,452,209 29,104,436
Advance hire, prepaid expenses and other current assets 32,359,905 28,266,831
Total current assets 186,930,346 222,511,022
Fixed assets, net 486,380,572 476,524,752
Finance lease right of use assets, net 42,050,361 43,921,569
Other non-current assets 6,106,786 5,284,127
Total assets 724,572,865 748,241,470
Current liabilities    
Accounts payable, accrued expenses and other current liabilities 46,705,982 38,554,131
Deferred revenue 14,500,065 20,883,958
Current portion of secured long-term debt 32,259,599 15,782,530
Current portion of finance lease liabilities 16,423,228 16,365,075
Dividend payable 808,862 626,178
Total current liabilities 110,697,736 92,211,872
Secured long-term debt, net 73,441,002 98,819,739
Long-term portion 160,627,406 168,513,939
Long-term liabilities - other - Note 10 18,234,990 19,974,390
Commitments and contingencies - Note 9
Stockholders' equity:    
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding 0 0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 46,466,622 shares issued and outstanding at June 30, 2023; 45,898,395 shares issued and outstanding at December 31, 2022 4,648 4,590
Additional paid-in capital 163,890,246 162,894,080
Retained earnings 148,330,406 151,327,392
Total Pangaea Logistics Solutions Ltd. equity 312,225,300 314,226,062
Non-controlling interests 49,346,431 54,495,468
Total stockholders' equity 361,571,731 368,721,530
Total liabilities and stockholders' equity 724,572,865 748,241,470
Goodwill $ 3,104,800 $ 0
v3.23.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts receivable $ 5,497,118 $ 4,367,848
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares Issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 46,466,622 45,898,395
Common stock, shares outstanding (in shares) 46,466,622 45,898,395
v3.23.2
Consolidated Statements of Income - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues:        
Revenue $ 118,075,654 $ 195,543,956 $ 231,774,729 $ 387,306,359
Expenses:        
Voyage expense 54,459,633 67,907,824 111,274,264 133,158,291
Charter hire expense 29,125,662 65,713,016 51,716,502 143,424,623
Vessel operating expense 13,210,851 12,929,700 26,817,666 26,117,533
Terminal & Stevedore Expenses 374,582 0 374,582 0
General and administrative 5,923,159 5,137,387 11,614,892 10,418,775
Depreciation and amortization 7,126,995 7,293,433 14,453,855 14,594,852
Loss on impairment of vessel 0 0 0 3,007,809
Loss on sale of vessel 0 318,032 1,172,196 318,032
Total expenses 110,220,882 159,299,392 217,423,957 331,039,915
Income from operations 7,854,772 36,244,564 14,350,772 56,266,444
Other income (expense):        
Interest and Other Income 1,042,564 38,332 2,092,410 38,871
Unrealized (loss) gain on derivative instruments, net (1,348,284) (3,501,649) (1,771,853) 3,998,665
Other income 248,863 81,231 635,275 218,438
Total other (expense) income, net (5,087,914) (8,757,824) (8,181,002) (6,331,809)
Net income 2,766,858 27,486,740 6,169,770 49,934,635
Loss (income) attributable to non-controlling interests 77,682 (2,454,307) 149,037 (4,734,237)
Net income attributable to Pangaea Logistics Solutions Ltd. $ 2,844,540 $ 25,032,433 $ 6,318,807 $ 45,200,398
Earnings per common share:        
Basic (in dollars per share) $ 0.06 $ 0.56 $ 0.14 $ 1.02
Diluted (in dollars per share) $ 0.06 $ 0.56 $ 0.14 $ 1.00
Weighted average shares used to compute earnings per common share:        
Basic (in shares) 44,775,438 44,430,487 44,744,039 44,411,025
Diluted (in shares) 45,127,972 45,070,533 45,122,019 45,129,077
Nonrelated Party        
Other income (expense):        
Interest Revenue (Expense), Net $ (4,125,720) $ (3,673,064) $ (8,376,234) $ (7,044,776)
Related Party        
Other income (expense):        
Interest Revenue (Expense), Net (905,337) (1,702,674) (760,600) (3,543,007)
Voyage revenue        
Revenues:        
Revenue 110,465,557 173,189,073 218,415,680 349,525,824
Charter revenue        
Revenues:        
Revenue 7,090,440 22,354,883 12,839,392 37,780,535
Revenue Not from Contract with Customer        
Revenues:        
Revenue $ 519,657 $ 0 $ 519,657 $ 0
v3.23.2
Consolidated Statements of Stockholders' Equity - USD ($)
Total
Total Pangaea Logistics Solutions Ltd. Equity
Common Stock
Additional Paid-in Capital
Retained Earnings
Non-Controlling Interest
Beginning Balance (in shares) at Dec. 31, 2021     45,617,840      
Beginning Balance at Dec. 31, 2021 $ 300,681,394 $ 247,202,217 $ 4,562 $ 161,534,280 $ 85,663,375 $ 53,479,177
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 1,138,785 1,138,785   1,138,785    
Issuance of restricted shares, net of forfeitures (in shares)     (374,137)      
Issuance of restricted shares, net of forfeitures (287,630) (287,630) $ 37 (287,667)    
Distribution to Non-Controlling Interests (5,000,000)         (5,000,000)
Common Stock Dividend (5,613,306) (5,613,306)     (5,613,306)  
Net Income 49,934,635 45,200,398     45,200,398 4,734,237
Ending Balance (in shares) at Jun. 30, 2022     45,991,977      
Ending Balance at Jun. 30, 2022 340,853,878 287,640,464 $ 4,599 162,385,398 125,250,467 53,213,414
Beginning Balance (in shares) at Mar. 31, 2022     45,991,977      
Beginning Balance at Mar. 31, 2022 316,392,869 265,633,762 $ 4,599 162,074,419 103,554,744 50,759,107
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 310,979 310,979   310,979    
Common Stock Dividend (3,336,710) (3,336,710)     (3,336,710)  
Net Income 27,486,740 25,032,433     25,032,433 2,454,307
Ending Balance (in shares) at Jun. 30, 2022     45,991,977      
Ending Balance at Jun. 30, 2022 340,853,878 287,640,464 $ 4,599 162,385,398 125,250,467 53,213,414
Beginning Balance (in shares) at Dec. 31, 2022     45,898,395      
Beginning Balance at Dec. 31, 2022 368,721,530 314,226,062 $ 4,590 162,894,080 151,327,392 54,495,468
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 1,123,507 1,123,507   1,123,507    
Issuance of restricted shares, net of forfeitures (in shares)     (568,227)      
Issuance of restricted shares, net of forfeitures (127,283) (127,283) $ 58 (127,341)    
Distribution to Non-Controlling Interests (5,000,000)         (5,000,000)
Common Stock Dividend   (9,315,793)     (9,315,793)  
Net Income 6,169,770 6,318,807     6,318,807 (149,037)
Ending Balance (in shares) at Jun. 30, 2023     46,466,622      
Ending Balance at Jun. 30, 2023 361,571,731 312,225,300 $ 4,648 163,890,246 148,330,406 49,346,431
Beginning Balance (in shares) at Mar. 31, 2023     46,466,622      
Beginning Balance at Mar. 31, 2023 363,192,351 313,768,238 $ 4,648 163,623,173 150,140,417 49,424,113
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 267,073 267,073   267,073    
Common Stock Dividend   (4,654,551)     (4,654,551)  
Net Income 2,766,858 2,844,540     2,844,540 (77,682)
Ending Balance (in shares) at Jun. 30, 2023     46,466,622      
Ending Balance at Jun. 30, 2023 $ 361,571,731 $ 312,225,300 $ 4,648 $ 163,890,246 $ 148,330,406 $ 49,346,431
v3.23.2
Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating activities    
Net income $ 6,169,770 $ 49,934,635
Adjustments to reconcile net income to net cash provided by operations:    
Depreciation and amortization expense 14,453,855 14,594,852
Amortization of deferred financing costs 471,582 499,703
Amortization of prepaid rent 60,564 60,969
Unrealized loss (gain) on derivative instruments 1,771,853 (3,998,665)
Income (Loss) from Equity Method Investments (635,275) (218,438)
Earnings attributable to non-controlling interest recorded as other long term liability 760,600 3,543,007
Provision for doubtful accounts 1,129,270 518,796
Loss on impairment of vessel 0 3,007,809
Loss on sale of vessel 1,172,196 318,032
Drydocking costs (3,361,280) (4,858,510)
Share-based compensation 1,123,507 1,138,785
Change in operating assets and liabilities:    
Accounts receivable (7,196,493) 12,640,090
Bunker inventory 1,652,227 (25,675,924)
Advance hire, prepaid expenses and other current assets (3,503,097) 12,286,477
Accounts payable, accrued expenses and other current liabilities 5,894,024 13,292,238
Deferred revenue (6,383,893) (7,858,791)
Net cash provided by operating activities 13,579,410 69,225,065
Investing activities    
Purchase of vessels and vessel improvements (27,039,525) (18,501,875)
Purchase of fixed assets and equipment 0 (71,416)
Proceeds from sale of vessel 8,933,700 8,400,000
Payments to Acquire Businesses, Net of Cash Acquired 7,200,000 0
Contributions to non-consolidated subsidiaries 1,627,500 0
Contributions to non-consolidated subsidiaries 0 (18,505)
Net cash used in investing activities (23,678,325) (10,191,796)
Financing activities    
Payments of financing fees and debt issuance costs 0 (331,317)
Payments of long-term debt (9,096,390) (9,010,117)
Proceeds from finance leases 0 15,000,000
Payments of finance lease obligations (8,133,049) (7,808,388)
Dividends paid to non-controlling interests (5,000,000) (5,000,000)
Accrued common stock dividends paid (9,133,109) (5,629,329)
Cash paid for incentive compensation shares relinquished (127,283) (287,630)
Payments to non-controlling interest recorded as long-term liability (2,500,000) 0
Net cash used in financing activities (33,989,831) (13,066,781)
Net (decrease) increase in cash and cash equivalents (44,088,746) 45,966,488
Cash and cash equivalents at beginning of period 128,384,606 56,208,902
Cash and cash equivalents at end of period 84,295,860 102,175,390
Operating Expenses $ 217,423,957 $ 331,039,915
v3.23.2
General Information and Recent Events
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
General Information and Recent Events GENERAL INFORMATION AND RECENT EVENTS
Organization and General

The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.

At June 30, 2023, the Company owns three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax drybulk vessels. The Company owns two-thirds of Nordic Bulk Holding Company Ltd. ("NBHC") which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge. On June 1, 2023, the Company completed the acquisition of port and terminal operation.
v3.23.2
Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

As of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial statements.

The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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. Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for credit losses and the estimate of salvage value used in determining vessel depreciation expense. Actual results could differ from those estimates.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following: 
 June 30, 2023December 31, 2022
 (unaudited) 
Advance hire$5,056,997 $3,491,835 
Prepaid expenses6,317,751 4,777,648 
Accrued receivables7,123,725 7,721,500 
Cash margin on deposit5,543,685 3,239,947 
Derivative assets5,288,301 4,892,144 
Other current assets3,029,446 4,143,757 
 $32,359,905 $28,266,831 
Other non-current Assets

Other non-current assets were comprised of the following:

June 30, 2023December 31, 2022
Name(unaudited) 
Intangible Assets - Note 12: Acquisitions$2,251,100 $— 
Investment in Seamar Management723,232 598,725 
Investment in unconsolidated joint ventures1,748,899 3,954,605 
Investment in Narragansett Bulk Carriers (US) Corp519,975 234,141 
Other investments863,580 496,656 
 $6,106,786 $5,284,127 

Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:

 June 30, 2023December 31, 2022
 (unaudited) 
Accounts payable$14,545,982 $9,979,451 
Accrued expenses12,477,619 11,795,973 
Bunkers suppliers4,966,521 6,526,725 
Charter hire payable11,252,112 9,337,941 
Other accrued liabilities3,463,748 914,041 
 $46,705,982 $38,554,131 

Leases

Time charter in contracts

The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending June 30, 2023, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.

Time charter out contracts

Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

At June 30, 2023, the Company had three vessel chartered to customers under time charters that contained a lease. These three leases varied in original length from 31 days to 68 days. The lease payments due under these arrangements totaled approximately $1,497,000 and each of the time charters were due to be completed in 41 days or less.
At June 30, 2022, the Company had one vessel chartered to a customer under time charter that contained a lease. This lease's duration was 28 days. At June 30, 2022, lease payments due under this arrangement totaled approximately 125,000 and the time charter was due to be completed in 4 days.

The Company does not have any sales-type or direct financing leases.

Office leases

The Company has four non-cancelable office and office equipment leases. The resulting lease assets and liabilities are not material.

Revenue Recognition

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

Recently Issued Accounting Pronouncements Not Yet Adopted
    
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.
v3.23.2
Cash and Cash Equivalents
6 Months Ended
Jun. 30, 2023
Cash and Cash Equivalents [Abstract]  
Cash and Cash Equivalents Disclosure CASH AND CASH EQUIVALENTS
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
 
 June 30, 2023December 31, 2022
(unaudited)
Money market accounts – cash equivalents$26,855,278 $33,689,361 
Time deposit accounts - cash equivalents17,143,883 46,000,000 
Cash (1)
40,296,699 48,695,245 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Consists of cash deposits at various major banks.

As of June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2023December 31, 2022
(unaudited)
Pangaea (1)
$60,459,523 $85,398,332 
NBHC (2)
19,584,454 34,718,529 
NBP and Deck Barge (3)
4,251,883 8,267,745 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Held by 100% owned Pangaea consolidated subsidiaries
(2) Held by a 67% owned Pangaea consolidated subsidiary
(3) Held by a 50% owned Pangaea consolidated subsidiary
v3.23.2
Fixed Assets
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Fixed Assets FIXED ASSETS
At June 30, 2023, the Company owned twenty-five dry bulk vessels including eight financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 June 30,December 31,
20232022
(unaudited) 
m/v NORDIC ODYSSEY (1)
$19,817,308 $20,685,092 
m/v NORDIC ORION (1)
20,598,185 21,406,429 
m/v NORDIC OSHIMA (1)
23,615,187 24,292,108 
m/v NORDIC OLYMPIC (1)
23,967,093 24,627,857 
m/v NORDIC ODIN (1)
24,068,935 24,726,033 
m/v NORDIC OASIS (1)
25,543,329 26,232,723 
m/v NORDIC NULUUJAAK (2) (4)
36,803,585 37,518,857 
m/v NORDIC QINNGUA (2) (4)
36,723,412 37,428,322 
m/v NORDIC SANNGIJUQ (2) (4)
36,311,617 37,000,230 
m/v NORDIC SIKU(2) (4)
36,701,578 37,393,171 
m/v BULK ENDURANCE22,482,736 23,106,438 
m/v BULK PRUDENCE26,866,858 — 
m/v BULK COURAGEOUS (4)
15,535,865 15,755,839 
m/v BULK CONCORD (4)
18,877,907 19,394,966 
m/v BULK NEWPORT 10,211,578 
m/v BULK FREEDOM8,312,733 7,464,118 
m/v BULK PRIDE11,684,638 12,174,942 
m/v BULK SPIRIT (4)
13,485,239 11,703,170 
m/v BULK SACHUEST16,907,406 17,188,278 
m/v BULK INDEPENDENCE14,316,099 14,879,681 
m/v BULK FRIENDSHIP (4)
13,245,645 13,680,578 
m/v BULK VALOR16,770,264 17,106,444 
m/v BULK PROMISE17,294,746 17,619,467 
MISS NORA G PEARL (3)
2,044,660 2,268,086 
481,975,025 473,864,407 
Other fixed assets, net4,405,547 2,660,345 
Total fixed assets, net$486,380,572 $476,524,752 
Right of Use Assets
m/v BULK XAYMACA$12,353,157 $13,082,596 
m/v BULK DESTINY19,292,643 19,814,777 
m/v BULK TRIDENT10,404,561 11,024,196 
$42,050,361 $43,921,569 

(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at June 30, 2023 and December 31, 2022, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2023 and December 31, 2022.
(3) Barge is owned by a 50% owned consolidated subsidiary.
(4) Refer to Note 6, "Finance Leases" of our Financial Statements for additional information related to the vessels under finance lease.
Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The Company concluded that no triggering event had occurred during the second quarter of 2023, which would require impairment testing. However, during the first quarter of 2023, the Company determined that a triggering event had occurred related to the sale of a vessel, as its carrying value exceeded its fair value. On January 18, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net consideration after brokerage commissions. As a result, we recorded a loss on sale of $1.2 million in the first quarter of 2023. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.

The Company concluded that no triggering event had occurred during the second quarter of 2022, which would require impairment testing. However, during the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million in net consideration after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized.
v3.23.2
Debt
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt DEBT
Long-term debt consists of the following: 
June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
13,460,664 14,395,409 2.95 %December 2027
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3)
42,200,000 44,600,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4)
Bulk Nordic Six Ltd. - Tranche A (2)
9,566,659 10,099,993 4.39 %May 2024
Bulk Nordic Six Ltd. - Tranche B 2,070,000 Paid in full in January 10, 2023
Bulk Pride - Tranche C (2)
2,450,000 3,000,000 5.39 %May 2024
Bulk Independence - Tranche E (2)
10,000,000 10,500,000 3.54 %May 2024
Bulk Valor Corp. Loan and Security Agreement (2)
10,761,031 11,424,507 3.29 %June 2028
Bulk Promise Corp. (2)
10,377,482 11,069,630 5.45 %October 2027
Bulk Sachuest (2)
8,121,780 8,500,000 6.19 %October 2029
109 Long Wharf Commercial Term Loan 374,466 Paid in full in January 24, 2023
Total$106,937,616 $116,034,005 
Less: unamortized issuance costs, net(1,237,015)(1,431,736)
$105,700,601 $114,602,269 
Less: current portion(32,259,599)(15,782,530)
Secured long-term debt, net$73,441,002 $98,819,739 

(1)As of June 30, 2023.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.


The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
(unaudited)
2023 (remainder of the year)$6,686,140 
202430,751,725 
202510,476,019 
202610,638,024 
202739,955,014 
Thereafter8,430,694 
$106,937,616 
Financial Covenants

Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of June 30, 2023 and December 31, 2022.
v3.23.2
Finance Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Finance Leases FINANCE LEASES
The Bulk Destiny, Bulk Trident, Bulk Xaymaca, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngiguq, Nordic Siku and Bulk Concord are classified as finance leases and the leases are secured by the assignment of earnings and insurances and by guarantees of the Company. Minimum lease payments under finance leases are recognized on a straight‑line basis over the term of the lease and the Company will own these vessels at the end of lease term. Refer to the Company's annual report Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 15, 2023 for additional information on these finance leases.

Finance lease consists of the following as of June 30, 2023: 

June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$5,684,895 $6,606,770 5.54 %December 2027
Bulk Trident Ltd.4,739,336 5,551,836 5.52 %June 2027
Bulk Spirit Ltd.8,057,292 8,627,604 5.10 %February 2027
Bulk Nordic Five Ltd. (2)
12,376,591 13,142,885 3.92 %April 2028
Bulk Friendship Corp. (2)
9,002,526 9,507,875 5.29 %September 2024
Bulk Nordic Seven LLC (3)
29,288,060 30,100,318 6.80 %May 2036
Bulk Nordic Eight LLC(3)
29,276,537 30,088,514 6.80 %June 2036
Bulk Nordic Nine LLC(3)
29,374,350 30,163,750 6.80 %September 2036
Bulk Nordic Ten LLC(3)
29,489,913 30,276,595 6.80 %November 2036
Bulk Courageous Corp. (2)
9,600,000 10,200,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
12,889,587 13,645,990 4.67 %February 2029
Total$179,779,087 $187,912,137 
Less: unamortized issuance costs, net(2,728,453)(3,033,123)
$177,050,634 $184,879,014 
Less: current portion(16,423,228)(16,365,075)
Secured long-term debt, net$160,627,406 $168,513,939 

(1)As of June 30, 2023 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of June 30, 2023.
Year ending December 31,Amount
(unaudited)
2023 (remainder of the year)$15,305,194 
202436,751,235 
202527,001,889 
202624,369,466 
202724,543,577 
Thereafter142,395,020 
Total minimum lease payments$270,366,381 
Less imputed interest90,587,294 
Present value of minimum lease payments179,779,087 
Less current portion(16,423,228)
Less issuance costs(2,728,453)
Long-term portion$160,627,406 
v3.23.2
Derivative Instruments and Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives Instruments and Fair Value Measurements DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Forward freight agreements

The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Fuel swap contracts

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.

Interest rate cap

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.

The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.

The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202312/31/2022Balance Sheet Location6/30/202312/31/2022
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$5,543,685 $3,239,947 Other current liabilities$— $— 
Forward freight agreements (2)
Other current assets$ $— Other current liabilities $1,843,288 $164,787 
Fuel swap contracts (2)
Other current assets$ $— Other current liabilities$648,435 $158,926 
Interest rate cap (2)
Other current assets$5,288,301 $4,892,144 Other current liabilities$— $— 

(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.

(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
 
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
 
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
 
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). 
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:

Unrealized (loss) gain on derivative instruments
For the three months ended For the six months ended
Derivative instruments06/30/20236/30/202206/30/20236/30/2022
(unaudited)(unaudited)
Forward freight agreements$(1,841,065)$(1,698,327)$(1,678,501)$1,061,579 
Fuel Swap Contracts(726,590)(2,133,497)$(489,509)$889,285 
Interest rate cap1,219,371 330,175 $396,157 $2,047,801 
Total (loss) gain$(1,348,284)$(3,501,649)$(1,771,853)$3,998,665 
v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions RELATED PARTY TRANSACTIONS
Amounts and notes payable to related parties consist of the following:
December 31, 2022ActivityJune 30, 2023
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,643,806 550,011 $2,193,817 
Commissions payable (trade payables) (ii)$— 89,075 $89,075 

i.Seamar Management S.A. ("Seamar")
ii.Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors

Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended June 30, 2023 and 2022, the Company incurred technical management fees of approximately $774,000 and $815,400, respectively, under this arrangement. During the six months ended June 30, 2023 and 2022, the Company incurred technical management fees of approximately $1,567,200 and $1,597,000, respectively, under this arrangement.

During the six months ended June 30, 2023, the Company paid cash dividends of $5.0 million to a non-controlling interest holder of NBHC. Additionally, a distribution of $2.5 million was made to a non-controlling interest holder of NBP LLC.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 9 - COMMITMENTS AND CONTINGENCIES

Long-term Contracts Accounted for as Operating Leases

The Company leases office space for its Copenhagen operations. The lease expires in December 2025, at which time the lease continues on a month to month basis with a non-cancelable period of six months.

The Company leases office space for its Singapore operations. In July 2023, the Company renewed its lease for a two year period. At June 30, 2023, the remaining lease term is twenty-six months.

For the three months ended June 30, 2023 and 2022, the Company recognized approximately $52,000 as lease expense for office leases in General and Administrative Expenses.

For the six months ended June 30, 2023 and 2022, the Company recognized approximately $104,000 as lease expense for these office leases in General and Administrative Expenses.

Legal Proceedings and Claims
The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.
v3.23.2
Other Long-Term Liabilities
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
Other Long-Term Liabilities OTHER LONG-TERM LIABILITIES
In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels. The third party contributed additional funding which increased their ownership of NBP to 50% at the time of delivery of the new-build ice class post panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other. The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku in 2021. Earnings attributable to the third party’s interest in NBP are recorded in Income attributable to Non-controlling interest recorded as long-term liability.

The Company paid off the $7.5 million note payable in relation to the acquisition of an additional one-third equity interest in NBHC in September of 2022. NBHC continues to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements.

The roll-forward of Other Long-term Liabilities are as follows:

06/30/202312/31/2022
(unaudited)
Beginning Balance$19,974,390 $17,806,976 
Payments to non-controlling interest recorded as long-term liability(2,500,000)(2,050,000)
Earnings attributable to non-controlling interest recorded as other long term liability760,600 6,717,414 
Reclassification of deferred consideration related to acquisition of non-controlling interest to other current liabilities
 2,500,000 
Payments on other long-term liability (5,000,000)
Ending balance$18,234,990 $19,974,390 
v3.23.2
Earnings Per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share NET INCOME PER COMMON SHARE
The computation of basic net income per share is based on the weighted average number of common shares outstanding for the three months ended June 30, 2023 and 2022. Diluted net income per share gives effect to restricted stock awards.

The following table summarizes the calculation of basic and diluted income per share:

Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
(unaudited)
Net income$2,844,540 $25,032,433 $6,318,807 $45,200,398 
Weighted Average Shares - Basic44,775,438 44,430,487 44,744,039 44,411,025 
Dilutive effect of restricted stock awards352,534 640,046 377,980 718,052 
Weighted Average Shares - Diluted45,127,972 45,070,533 45,122,019 45,129,077 
Basic net income per share$0.06 $0.56 $0.14 $1.02 
Diluted net income per share$0.06 $0.56 $0.14 $1.00 
v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTSOn August 7, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on September 15, 2023, to all shareholders of record as of September 1, 2023.
v3.23.2
Business Combinations and Asset Acquisitions
6 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures ACQUISITIONS
On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $7.2 million. On June 1, 2023, the Company completed the acquisition for a total purchase price of $9.3 million including acquired net working capital. Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash$1,772,889 
Property, plant and equipment1,844,100 
Goodwill3,104,800 
Other intangible assets2,251,100 
Fair value of net assets acquired, excluding cash and cash equivalents8,972,889 
Cash and cash equivalents326,888 
Fair value of net assets acquired$9,299,777 
v3.23.2
Basis of Presentation and Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Recently Issued Accounting Pronouncements
Time charter in contracts

The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending June 30, 2023, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.

Time charter out contracts

Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

At June 30, 2023, the Company had three vessel chartered to customers under time charters that contained a lease. These three leases varied in original length from 31 days to 68 days. The lease payments due under these arrangements totaled approximately $1,497,000 and each of the time charters were due to be completed in 41 days or less.
At June 30, 2022, the Company had one vessel chartered to a customer under time charter that contained a lease. This lease's duration was 28 days. At June 30, 2022, lease payments due under this arrangement totaled approximately 125,000 and the time charter was due to be completed in 4 days.

The Company does not have any sales-type or direct financing leases.

Office leases

The Company has four non-cancelable office and office equipment leases. The resulting lease assets and liabilities are not material.

Revenue Recognition

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

Recently Issued Accounting Pronouncements Not Yet Adopted
    
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.
v3.23.2
Basis of Presentation and Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure
Advance hire, prepaid expenses and other current assets were comprised of the following: 
 June 30, 2023December 31, 2022
 (unaudited) 
Advance hire$5,056,997 $3,491,835 
Prepaid expenses6,317,751 4,777,648 
Accrued receivables7,123,725 7,721,500 
Cash margin on deposit5,543,685 3,239,947 
Derivative assets5,288,301 4,892,144 
Other current assets3,029,446 4,143,757 
 $32,359,905 $28,266,831 
Equity Method Investments
Other non-current assets were comprised of the following:

June 30, 2023December 31, 2022
Name(unaudited) 
Intangible Assets - Note 12: Acquisitions$2,251,100 $— 
Investment in Seamar Management723,232 598,725 
Investment in unconsolidated joint ventures1,748,899 3,954,605 
Investment in Narragansett Bulk Carriers (US) Corp519,975 234,141 
Other investments863,580 496,656 
 $6,106,786 $5,284,127 
Schedule of Accounts Payable and Accrued Liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:

 June 30, 2023December 31, 2022
 (unaudited) 
Accounts payable$14,545,982 $9,979,451 
Accrued expenses12,477,619 11,795,973 
Bunkers suppliers4,966,521 6,526,725 
Charter hire payable11,252,112 9,337,941 
Other accrued liabilities3,463,748 914,041 
 $46,705,982 $38,554,131 
v3.23.2
Cash and Cash Equivalents (Tables)
6 Months Ended
Jun. 30, 2023
Cash and Cash Equivalents [Abstract]  
Schedule of Cash and Cash Equivalents The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
 
 June 30, 2023December 31, 2022
(unaudited)
Money market accounts – cash equivalents$26,855,278 $33,689,361 
Time deposit accounts - cash equivalents17,143,883 46,000,000 
Cash (1)
40,296,699 48,695,245 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Consists of cash deposits at various major banks.

As of June 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2023December 31, 2022
(unaudited)
Pangaea (1)
$60,459,523 $85,398,332 
NBHC (2)
19,584,454 34,718,529 
NBP and Deck Barge (3)
4,251,883 8,267,745 
Total cash and cash equivalents$84,295,860 $128,384,606 

(1) Held by 100% owned Pangaea consolidated subsidiaries
(2) Held by a 67% owned Pangaea consolidated subsidiary
(3) Held by a 50% owned Pangaea consolidated subsidiary
v3.23.2
Fixed Assets (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Property Plant and Equipment Schedule of Significant Acquisitions The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 June 30,December 31,
20232022
(unaudited) 
m/v NORDIC ODYSSEY (1)
$19,817,308 $20,685,092 
m/v NORDIC ORION (1)
20,598,185 21,406,429 
m/v NORDIC OSHIMA (1)
23,615,187 24,292,108 
m/v NORDIC OLYMPIC (1)
23,967,093 24,627,857 
m/v NORDIC ODIN (1)
24,068,935 24,726,033 
m/v NORDIC OASIS (1)
25,543,329 26,232,723 
m/v NORDIC NULUUJAAK (2) (4)
36,803,585 37,518,857 
m/v NORDIC QINNGUA (2) (4)
36,723,412 37,428,322 
m/v NORDIC SANNGIJUQ (2) (4)
36,311,617 37,000,230 
m/v NORDIC SIKU(2) (4)
36,701,578 37,393,171 
m/v BULK ENDURANCE22,482,736 23,106,438 
m/v BULK PRUDENCE26,866,858 — 
m/v BULK COURAGEOUS (4)
15,535,865 15,755,839 
m/v BULK CONCORD (4)
18,877,907 19,394,966 
m/v BULK NEWPORT 10,211,578 
m/v BULK FREEDOM8,312,733 7,464,118 
m/v BULK PRIDE11,684,638 12,174,942 
m/v BULK SPIRIT (4)
13,485,239 11,703,170 
m/v BULK SACHUEST16,907,406 17,188,278 
m/v BULK INDEPENDENCE14,316,099 14,879,681 
m/v BULK FRIENDSHIP (4)
13,245,645 13,680,578 
m/v BULK VALOR16,770,264 17,106,444 
m/v BULK PROMISE17,294,746 17,619,467 
MISS NORA G PEARL (3)
2,044,660 2,268,086 
481,975,025 473,864,407 
Other fixed assets, net4,405,547 2,660,345 
Total fixed assets, net$486,380,572 $476,524,752 
Right of Use Assets
m/v BULK XAYMACA$12,353,157 $13,082,596 
m/v BULK DESTINY19,292,643 19,814,777 
m/v BULK TRIDENT10,404,561 11,024,196 
$42,050,361 $43,921,569 

(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at June 30, 2023 and December 31, 2022, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2023 and December 31, 2022.
(3) Barge is owned by a 50% owned consolidated subsidiary.
(4) Refer to Note 6, "Finance Leases" of our Financial Statements for additional information related to the vessels under finance lease.
v3.23.2
Debt (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt consists of the following: 
June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
13,460,664 14,395,409 2.95 %December 2027
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3)
42,200,000 44,600,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4)
Bulk Nordic Six Ltd. - Tranche A (2)
9,566,659 10,099,993 4.39 %May 2024
Bulk Nordic Six Ltd. - Tranche B 2,070,000 Paid in full in January 10, 2023
Bulk Pride - Tranche C (2)
2,450,000 3,000,000 5.39 %May 2024
Bulk Independence - Tranche E (2)
10,000,000 10,500,000 3.54 %May 2024
Bulk Valor Corp. Loan and Security Agreement (2)
10,761,031 11,424,507 3.29 %June 2028
Bulk Promise Corp. (2)
10,377,482 11,069,630 5.45 %October 2027
Bulk Sachuest (2)
8,121,780 8,500,000 6.19 %October 2029
109 Long Wharf Commercial Term Loan 374,466 Paid in full in January 24, 2023
Total$106,937,616 $116,034,005 
Less: unamortized issuance costs, net(1,237,015)(1,431,736)
$105,700,601 $114,602,269 
Less: current portion(32,259,599)(15,782,530)
Secured long-term debt, net$73,441,002 $98,819,739 

(1)As of June 30, 2023.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.
Schedule of Maturities of Long-term Debt
Years ending December 31,
(unaudited)
2023 (remainder of the year)$6,686,140 
202430,751,725 
202510,476,019 
202610,638,024 
202739,955,014 
Thereafter8,430,694 
$106,937,616 
v3.23.2
Finance Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule Of Finance Leases
Finance lease consists of the following as of June 30, 2023: 

June 30, 2023December 31, 2022
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$5,684,895 $6,606,770 5.54 %December 2027
Bulk Trident Ltd.4,739,336 5,551,836 5.52 %June 2027
Bulk Spirit Ltd.8,057,292 8,627,604 5.10 %February 2027
Bulk Nordic Five Ltd. (2)
12,376,591 13,142,885 3.92 %April 2028
Bulk Friendship Corp. (2)
9,002,526 9,507,875 5.29 %September 2024
Bulk Nordic Seven LLC (3)
29,288,060 30,100,318 6.80 %May 2036
Bulk Nordic Eight LLC(3)
29,276,537 30,088,514 6.80 %June 2036
Bulk Nordic Nine LLC(3)
29,374,350 30,163,750 6.80 %September 2036
Bulk Nordic Ten LLC(3)
29,489,913 30,276,595 6.80 %November 2036
Bulk Courageous Corp. (2)
9,600,000 10,200,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
12,889,587 13,645,990 4.67 %February 2029
Total$179,779,087 $187,912,137 
Less: unamortized issuance costs, net(2,728,453)(3,033,123)
$177,050,634 $184,879,014 
Less: current portion(16,423,228)(16,365,075)
Secured long-term debt, net$160,627,406 $168,513,939 

(1)As of June 30, 2023 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%.
Schedule of Future Minimum Lease Payments for Leases The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of June 30, 2023.
Year ending December 31,Amount
(unaudited)
2023 (remainder of the year)$15,305,194 
202436,751,235 
202527,001,889 
202624,369,466 
202724,543,577 
Thereafter142,395,020 
Total minimum lease payments$270,366,381 
Less imputed interest90,587,294 
Present value of minimum lease payments179,779,087 
Less current portion(16,423,228)
Less issuance costs(2,728,453)
Long-term portion$160,627,406 
v3.23.2
Derivative Instruments and Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202312/31/2022Balance Sheet Location6/30/202312/31/2022
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$5,543,685 $3,239,947 Other current liabilities$— $— 
Forward freight agreements (2)
Other current assets$ $— Other current liabilities $1,843,288 $164,787 
Fuel swap contracts (2)
Other current assets$ $— Other current liabilities$648,435 $158,926 
Interest rate cap (2)
Other current assets$5,288,301 $4,892,144 Other current liabilities$— $— 

(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.

(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
Derivative Instruments, Gain (Loss)
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2023 and 2022:

Unrealized (loss) gain on derivative instruments
For the three months ended For the six months ended
Derivative instruments06/30/20236/30/202206/30/20236/30/2022
(unaudited)(unaudited)
Forward freight agreements$(1,841,065)$(1,698,327)$(1,678,501)$1,061,579 
Fuel Swap Contracts(726,590)(2,133,497)$(489,509)$889,285 
Interest rate cap1,219,371 330,175 $396,157 $2,047,801 
Total (loss) gain$(1,348,284)$(3,501,649)$(1,771,853)$3,998,665 
v3.23.2
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Amounts and notes payable to related parties consist of the following:
December 31, 2022ActivityJune 30, 2023
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,643,806 550,011 $2,193,817 
Commissions payable (trade payables) (ii)$— 89,075 $89,075 

i.Seamar Management S.A. ("Seamar")
ii.Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors
v3.23.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Lease Payments for Leases The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of June 30, 2023.
Year ending December 31,Amount
(unaudited)
2023 (remainder of the year)$15,305,194 
202436,751,235 
202527,001,889 
202624,369,466 
202724,543,577 
Thereafter142,395,020 
Total minimum lease payments$270,366,381 
Less imputed interest90,587,294 
Present value of minimum lease payments179,779,087 
Less current portion(16,423,228)
Less issuance costs(2,728,453)
Long-term portion$160,627,406 
v3.23.2
General Information and Recent Events (Details)
Jun. 30, 2023
numberOfVessel
NBHC  
Property, Plant and Equipment [Line Items]  
Ownership percentage 66.67%
NBHC | Owner of a deck barge  
Property, Plant and Equipment [Line Items]  
Ownership percentage 50.00%
NBHC | Nordic Bulk Partners LLC  
Property, Plant and Equipment [Line Items]  
Ownership percentage 50.00%
Panamax  
Property, Plant and Equipment [Line Items]  
Number of vessels 3
Ultramax Ice Class 1C  
Property, Plant and Equipment [Line Items]  
Number of vessels 2
Supramax  
Property, Plant and Equipment [Line Items]  
Number of vessels 9
Panamax Ice Class 1A  
Property, Plant and Equipment [Line Items]  
Number of vessels 6
v3.23.2
Basis of Presentation and Significant Accounting Policies - Advance Hire, Prepaid Expenses and Other Current Assets (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Advance hire $ 5,056,997 $ 3,491,835
Prepaid expenses 6,317,751 4,777,648
Accrued receivables 7,123,725 7,721,500
Cash margin on deposit 5,543,685 3,239,947
Derivative assets 5,288,301 4,892,144
Other current assets 3,029,446 4,143,757
Advance hire, prepaid expenses and other current assets $ 32,359,905 $ 28,266,831
v3.23.2
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts payable $ 14,545,982 $ 9,979,451
Accrued expenses 12,477,619 11,795,973
Bunkers suppliers 4,966,521 6,526,725
Accounts Payable, Other 11,252,112 9,337,941
Other accrued liabilities 3,463,748 914,041
Accounts payable accrued expenses and other current liabilities $ 46,705,982 $ 38,554,131
v3.23.2
Basis of Presentation and Significant Accounting - Other Non-current Assets (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets $ 6,106,786 $ 5,284,127
Other Intangible Assets, Net 2,251,100 0
Other investments    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 863,580 496,656
Seamar Managements S.A.    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 723,232 598,725
Pangaea Logistics Solutions (US) LCC    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 1,748,899 3,954,605
Bay Stevedoring LLC    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets $ 519,975 $ 234,141
v3.23.2
Basis of Presentation and Significant Accounting Policies - Additional Information (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
numberOfVessel
lease
Jun. 30, 2022
USD ($)
numberOfVessel
Property, Plant and Equipment [Line Items]    
Number of vessels chartered to customers | numberOfVessel 3 1
Lease payments | $ $ 1,497 $ 125
Time charter, term to completion 41 days 4 days
Number of noncancelable office leases | lease 4  
Minimum    
Property, Plant and Equipment [Line Items]    
Vessel lease term 31 days 28 days
Maximum    
Property, Plant and Equipment [Line Items]    
Vessel lease term 68 days  
v3.23.2
Cash and Cash Equivalents (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2021
Cash and Cash Equivalents [Abstract]        
Money Market Funds, at Carrying Value $ 26,855,278 $ 33,689,361    
Time Deposits, at Carrying Value 17,143,883 46,000,000    
Cash 40,296,699 48,695,245    
Cash and cash equivalents 84,295,860 128,384,606    
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 84,295,860 128,384,606 $ 102,175,390 $ 56,208,902
Pangaea        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   85,398,332 60,459,523  
NBHC        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   34,718,529 19,584,454  
NBP        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   $ 8,267,745 $ 4,251,883  
v3.23.2
Fixed Assets (Details) - USD ($)
6 Months Ended
Jan. 18, 2023
Apr. 20, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     $ 481,975,025   $ 473,864,407
Other fixed assets, net     4,405,547   2,660,345
Total fixed assets, net     486,380,572   476,524,752
Right of Use Assets     42,050,361   43,921,569
Proceeds from sale of vessel $ 8,900,000 $ 8,600,000 8,933,700 $ 8,400,000  
Loss on Sale of Vessel     1,200,000    
Loss on impairment of vessels       $ 3,000,000  
mv NORDIC ODYSSEY          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     19,817,308   20,685,092
m/v NORDIC ORION          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     20,598,185   21,406,429
m/v NORDIC OSHIMA          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     23,615,187   24,292,108
m/v NORDIC OLYMPIC          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     23,967,093   24,627,857
m/v NORDIC ODIN          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     24,068,935   24,726,033
mv Nordic Bulk Oasis          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     25,543,329   26,232,723
Nordic Nuluujaak          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     36,803,585   37,518,857
Nordic Qinngua          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     36,723,412   37,428,322
NORDIC SANNGIJUQ          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     36,311,617   37,000,230
Nordic Nukilik          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     36,701,578   37,393,171
mv BULK ENDURANCE          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     22,482,736   23,106,438
mv BULK COURADEOUS          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     15,535,865   15,755,839
mv BULK Concord          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     18,877,907   19,394,966
mv BULK NEWPORT          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     0   10,211,578
m/v BULK FREEDOM          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     8,312,733   7,464,118
m/v BULK PRIDE          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     11,684,638   12,174,942
BULK Spirit          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     13,485,239   11,703,170
mv BULK SACHUEST          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     16,907,406   17,188,278
Mv BULK Independence          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     14,316,099   14,879,681
Bulk Friendship          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     13,245,645   13,680,578
Bulk Valor          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     16,770,264   17,106,444
mv BULK PROMISE          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     17,294,746   17,619,467
MISS NORA G PEARL          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     2,044,660   2,268,086
m/v BULK XAYMACA          
Property, Plant and Equipment [Line Items]          
Right of Use Assets     12,353,157   13,082,596
m/v BULK DESTINY          
Property, Plant and Equipment [Line Items]          
Right of Use Assets     19,292,643   19,814,777
m/v BULK TRIDENT          
Property, Plant and Equipment [Line Items]          
Right of Use Assets     10,404,561   11,024,196
m/v Bulk Prudence          
Property, Plant and Equipment [Line Items]          
Vessels and vessel improvements, gross     $ 26,866,858   $ 0
v3.23.2
Debt - Schedule of Debt (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Long-term debt, gross $ 106,937,616 $ 116,034,005
Less: unamortized debt issuance and bank fees (1,237,015) (1,431,736)
Long-term Debt 105,700,601 114,602,269
Less: current portion (32,259,599) (15,782,530)
Secured long-term debt $ 73,441,002 98,819,739
NBHC    
Debt Instrument [Line Items]    
Ownership percentage 66.67%  
NBHC | STST    
Debt Instrument [Line Items]    
Noncontrolling interest, ownership percentage 33.33%  
Bulk Nordic Six Ltd. - Tranche A (2)    
Debt Instrument [Line Items]    
Long-term debt, gross $ 9,566,659 10,099,993
Bulk Nordic Six Ltd. - Tranche B    
Debt Instrument [Line Items]    
Long-term debt, gross 0 2,070,000
Bulk Pride - Tranche C (2)    
Debt Instrument [Line Items]    
Long-term debt, gross 2,450,000 3,000,000
Bulk Independence - Tranche E (2)    
Debt Instrument [Line Items]    
Long-term debt, gross 10,000,000 10,500,000
Bulk Valor Corp Loan Agreement    
Debt Instrument [Line Items]    
Long-term debt, gross $ 10,761,031 11,424,507
Interest rate, stated percentage 3.29%  
Bulk Promise Corp Loan    
Debt Instrument [Line Items]    
Long-term debt, gross $ 10,377,482 11,069,630
Interest rate, stated percentage 5.45%  
Bulk Sachuest Loan and Security Agreement    
Debt Instrument [Line Items]    
Long-term debt, gross $ 8,121,780 8,500,000
Interest rate, stated percentage 6.19%  
109 Long Wharf Commercial Term Loan    
Debt Instrument [Line Items]    
Long-term debt, gross $ 0 374,466
Interest rate, stated percentage  
Period one | Tranche A | Bulk Nordic Six Ltd. - Tranche A (2)    
Debt Instrument [Line Items]    
Interest rate, stated percentage 4.39%  
Period one | Tranche B | Bulk Nordic Six Ltd. - Tranche B    
Debt Instrument [Line Items]    
Interest rate, stated percentage  
Period one | Tranche C | Bulk Pride - Tranche C (2)    
Debt Instrument [Line Items]    
Interest rate, stated percentage 5.39%  
Period one | Tranche E | Bulk Independence - Tranche E (2)    
Debt Instrument [Line Items]    
Interest rate, stated percentage 3.54%  
Secured Debt | Bulk Nordic Oasis Ltd. Loan Agreement    
Debt Instrument [Line Items]    
Long-term debt, gross $ 13,460,664 14,395,409
Interest rate, stated percentage 2.95%  
Secured Debt | Bulk Nordic Oshima, Bulk Nordic Odin, Nordic Olympic, Nordic Oasis    
Debt Instrument [Line Items]    
Long-term debt, gross $ 42,200,000 $ 44,600,000
Interest rate, stated percentage 3.38%  
v3.23.2
Debt - Future Minimum Annual Payments (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Long-term Debt, Fiscal Year Maturity [Abstract]    
2023 (remainder of the year) $ 6,686,140  
Long-Term Debt, Maturity, Year One 30,751,725  
Long-Term Debt, Maturity, Year Two 10,476,019  
Long-Term Debt, Maturity, Year Three 10,638,024  
Long-Term Debt, Maturity, Year Four 39,955,014  
Thereafter 8,430,694  
Long-term Debt $ 106,937,616 $ 116,034,005
v3.23.2
Finance Leases - Schedule Of Finance Leases (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Lessee, Lease, Description [Line Items]      
Total $ 179,779,087   $ 187,912,137
Less: unamortized issuance costs, net (2,728,453)   (3,033,123)
Total less unamortized issuance costs 177,050,634   184,879,014
Less: current portion (16,423,228) $ (16,365,075) (16,365,075)
Secured long-term debt, net $ 160,627,406 $ 168,513,939 168,513,939
Interest rate cap      
Lessee, Lease, Description [Line Items]      
Interest rate cap 3.25%    
Bulk PODS Ltd., December 2027      
Lessee, Lease, Description [Line Items]      
Total $ 5,684,895   6,606,770
Interest Rate 5.54%    
Bulk Trident Ltd., June 2027      
Lessee, Lease, Description [Line Items]      
Total $ 4,739,336   5,551,836
Interest Rate 5.52%    
Bulk Spirit Ltd., February 2027      
Lessee, Lease, Description [Line Items]      
Total $ 8,057,292   8,627,604
Interest Rate 5.10%    
Bulk Nordic Five Ltd., April 2028      
Lessee, Lease, Description [Line Items]      
Total $ 12,376,591   13,142,885
Interest Rate 3.92%    
Bulk Friendship Corp., September 2024      
Lessee, Lease, Description [Line Items]      
Total $ 9,002,526   9,507,875
Interest Rate 5.29%    
Bulk Nordic Seven LLC, May 2036      
Lessee, Lease, Description [Line Items]      
Total $ 29,288,060   30,100,318
Interest Rate 6.80%    
Bulk Nordic Eight LLC, June 2036      
Lessee, Lease, Description [Line Items]      
Total $ 29,276,537   30,088,514
Interest Rate 6.80%    
Bulk Nordic Nine LLC, September 2036      
Lessee, Lease, Description [Line Items]      
Total $ 29,374,350   30,163,750
Interest Rate 6.80%    
Bulk Nordic Ten LLC, November 2036      
Lessee, Lease, Description [Line Items]      
Total $ 29,489,913   30,276,595
Interest Rate 6.80%    
Bulk Courageous Corp., April 2028      
Lessee, Lease, Description [Line Items]      
Total $ 9,600,000   10,200,000
Interest Rate 3.93%    
Bulk Courageous Corp., February 2029      
Lessee, Lease, Description [Line Items]      
Total $ 12,889,587   $ 13,645,990
Interest Rate 4.67%    
v3.23.2
Finance Leases - Schedule of Future Minimum Lease Payments for Leases (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Leases [Abstract]      
2023 (remainder of the year) $ 15,305,194    
2024 36,751,235    
2025 27,001,889    
2026 24,369,466    
2027 24,543,577    
Thereafter 142,395,020    
Total minimum lease payments 270,366,381    
Less: unamortized issuance costs, net (90,587,294)    
Total 179,779,087   $ 187,912,137
Less: current portion (16,423,228) $ (16,365,075) (16,365,075)
Less issuance costs 2,728,453   3,033,123
Long-term portion $ 160,627,406 $ 168,513,939 $ 168,513,939
v3.23.2
Derivative Instruments and Fair Value Measurements - Schedule of Derivative Instruments (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Derivatives, Fair Value [Line Items]    
Liability Derivative $ 4,966,521 $ 6,526,725
Margin accounts | Fair Value, Inputs, Level 1    
Derivatives, Fair Value [Line Items]    
Asset Derivative 5,543,685 3,239,947
Liability Derivative 0 0
Forward freight agreements | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 0 0
Liability Derivative 1,843,288 164,787
Fuel swap contracts | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 0 0
Liability Derivative 648,435 158,926
Interest rate cap | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 5,288,301 4,892,144
Liability Derivative $ 0 $ 0
v3.23.2
Derivative Instruments and Fair Value Measurements - Unrealized Gain (Loss) on Derivative Instruments (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net $ (1,348,284) $ (3,501,649) $ (1,771,853) $ 3,998,665
Forward Contracts [Member]        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Derivative gain (loss) (726,590) (2,133,497) (489,509) 889,285
Forward freight agreements        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net (1,841,065) (1,698,327) (1,678,501) 1,061,579
Interest rate cap        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net $ 1,219,371 $ 330,175 $ 396,157 $ 2,047,801
v3.23.2
Related Party Transactions - Amounts and Notes Payable to Related Parties (Details) - Related Party
6 Months Ended
Jun. 30, 2023
USD ($)
Affiliated companies (trade payables) | Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets  
Schedule of Related Party Payables  
Beginning of period $ 1,643,806
Activity 550,011
End of period 2,193,817
Loan Payable To Founders | Included in current related party debt on the consolidated balance sheets | Loans payable  
Schedule of Related Party Payables  
Beginning of period 0
Activity 89,075
End of period $ 89,075
v3.23.2
Related Party Transactions - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Related Party Transaction [Line Items]    
Technical management fees $ 774,000  
Dividends   $ 5,000,000
v3.23.2
Commitments and Contingencies - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Commitments and Contingencies [Line Items]      
Business combination, consideration transferred     $ 9,299,777
Noncancelable period     6 months
Lease expense $ 52,000 $ 52,000  
Singapore      
Commitments and Contingencies [Line Items]      
Lease payable 26 months   26 months
v3.23.2
Other Long-Term Liabilities (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2019
Dec. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Variable Interest Entity [Line Items]            
Other liabilities, noncurrent   $ 19,974,390 $ 18,234,990   $ 19,974,390 $ 17,806,976
Payments to non-controlling interest recorded as long-term liability     (2,500,000) $ 0 (2,050,000)  
Earnings attributable to non-controlling interest recorded as other long term liability     760,600 $ 3,543,007 6,717,414  
Business Combination, Deferred Consideration Transferred, Non-Controlling Interest     0   2,500,000  
Repayments of Other Long-term Debt     0   (5,000,000)  
Other Liabilities, Noncurrent   19,974,390 $ 18,234,990   $ 19,974,390  
Nordic Bulk Holding Company Ltd.            
Variable Interest Entity [Line Items]            
Deferred consideration   $ 7,500,000        
Nordic Bulk Partners LLC.            
Variable Interest Entity [Line Items]            
Ownership percentage 75.00%          
Nordic Bulk Partners LLC. | Third-Party            
Variable Interest Entity [Line Items]            
Ownership percentage 25.00%          
v3.23.2
Earnings Per Share (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Earnings Per Share [Abstract]        
Net Income (Loss) Attributable to Parent $ 2,844,540 $ 25,032,433 $ 6,318,807 $ 45,200,398
Basic (in shares) 44,775,438 44,430,487 44,744,039 44,411,025
Weighted Average Number of Shares Outstanding, Diluted, Adjustment 352,534 640,046 377,980 718,052
Diluted (in shares) 45,127,972 45,070,533 45,122,019 45,129,077
Basic (in dollars per share) $ 0.06 $ 0.56 $ 0.14 $ 1.02
Diluted (in dollars per share) $ 0.06 $ 0.56 $ 0.14 $ 1.00
v3.23.2
Subsequent Events (Details)
Aug. 07, 2023
$ / shares
Subsequent Event  
Subsequent Event [Line Items]  
Dividends Payable, Amount Per Share $ 0.10
v3.23.2
Business Combinations and Asset Acquisitions (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment $ 1,844,100  
Goodwill 3,104,800 $ 0
Other Intangible Assets, Net 2,251,100 $ 0
Fair Value of Assets Acquired 8,972,889  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents 326,888  
Business combination, consideration transferred 9,299,777  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net $ 1,772,889  

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