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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, 2024
 
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 Stock Market LLC

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, 46,902,091 shares outstanding as of August 7, 2024.



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, 2024December 31, 2023
(unaudited) 
Assets  
Current assets  
Cash and cash equivalents$77,946,955 $99,037,866 
Accounts receivable (net of allowance of $6,494,900 and $5,657,837 at June 30, 2024 and December 31, 2023, respectively)
41,332,293 47,891,501 
Inventories28,889,890 16,556,266 
Advance hire, prepaid expenses and other current assets33,182,103 28,340,246 
Total current assets181,351,241 191,825,879 
Fixed assets, net464,347,780 474,265,171 
Advances for vessel purchases8,500,000  
Finance lease right of use assets, net29,630,660 30,393,823 
Goodwill3,104,800 3,104,800 
Other non-current assets5,986,121 5,590,295 
Total assets$692,920,602 $705,179,968 
Liabilities and stockholders' equity  
Current liabilities  
Accounts payable, accrued expenses and other current liabilities$39,257,972 $35,836,262 
Deferred revenue10,064,097 15,629,886 
Current portion of secured long-term debt12,049,931 30,751,726 
Current portion of finance lease liabilities21,480,421 21,970,124 
Dividend payable1,116,964 1,146,321 
Total current liabilities83,969,385 105,334,319 
Secured long-term debt, net78,474,348 68,446,309 
Finance lease liabilities, net137,035,935 143,266,867 
Long-term liabilities - other - Note 1016,631,692 17,936,540 
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; 46,902,091 shares issued and outstanding at June 30, 2024; 46,466,622 shares issued and outstanding at December 31, 2023
4,692 4,648 
Additional paid-in capital166,521,852 164,854,546 
Retained earnings165,003,909 159,026,799 
Total Pangaea Logistics Solutions Ltd. equity331,530,453 323,885,993 
Non-controlling interests45,278,789 46,309,940 
Total stockholders' equity376,809,242 370,195,933 
Total liabilities and stockholders' equity$692,920,602 $705,179,968 

 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,
 2024202320242023
 
Revenues:
Voyage revenue$124,095,728 $110,465,557 $211,386,291 $218,415,680 
Charter revenue3,846,797 7,090,440 18,877,824 12,839,392 
Terminal & Stevedore Revenue3,555,327 519,657 5,982,290 519,657 
Total revenue131,497,852 118,075,654 236,246,405 231,774,729 
Expenses:
Voyage expense61,150,855 54,459,633 98,265,519 111,274,264 
Charter hire expense32,685,075 29,125,662 59,827,925 51,716,502 
Vessel operating expense14,735,927 13,210,851 27,405,184 26,817,666 
   Terminal & Stevedore Expenses2,828,398 374,582 4,907,585 374,582 
General and administrative5,029,696 5,923,159 12,307,699 11,614,892 
Depreciation and amortization7,453,675 7,126,995 14,890,148 14,453,855 
Loss on sale of vessel   1,172,196 
Total expenses123,883,626 110,220,882 217,604,060 217,423,957 
Income from operations7,614,226 7,854,772 18,642,345 14,350,772 
Other income (expense): 
Interest expense(3,812,783)(4,125,720)(7,663,513)(8,376,234)
Interest income665,362 1,042,564 1,540,446 2,092,410 
Loss (Income) attributable to Non-controlling interest recorded as long-term liability interest expense
119,950 (905,337)(695,152)(760,600)
Unrealized (loss) gain on derivative instruments, net(927,503)(1,348,284)4,156,836 (1,771,853)
Other income334,248 248,863 678,172 635,275 
Total other expense, net(3,620,726)(5,087,914)(1,983,211)(8,181,002)
Net income3,993,500 2,766,858 16,659,134 6,169,770 
(Income) loss attributable to non-controlling interests(310,725)77,682 (1,302,183)149,037 
Net income attributable to Pangaea Logistics Solutions Ltd.$3,682,775 $2,844,540 $15,356,951 $6,318,807 
Earnings per common share:
Basic$0.08 $0.06 $0.34 $0.14 
Diluted$0.08 $0.06 $0.33 $0.14 
Weighted average shares used to compute earnings per common share:
Basic45,276,791 44,775,438 45,245,655 44,744,039 
Diluted46,028,902 45,127,972 45,922,272 45,122,019 
 
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, 202446,839,591 $4,685 $165,993,186 $166,006,383 $332,004,254 $47,301,398 $379,305,652 
Share-based compensation— — 528,673 — 528,673 — 528,673 
Issuance of restricted shares, net of forfeitures62,500 7 (7)—  —  
Distribution to Non-Controlling Interests— — — — — (2,333,334)(2,333,334)
Common Stock Dividend— — — (4,685,249)(4,685,249)— (4,685,249)
Net Income— — — 3,682,775 3,682,775 310,725 3,993,500 
Balance at June 30, 2024
46,902,091 $4,692 $166,521,852 $165,003,909 $331,530,453 $45,278,789 $376,809,242 
Balance at December 31, 202346,466,622 $4,648 $164,854,546 $159,026,799 $323,885,993 $46,309,940 $370,195,933 
Share-based compensation1,667,3501,667,3501,667,350
Distribution to Non-Controlling Interests— — — — — (2,333,334)(2,333,334)
Issuance of restricted shares, net of forfeitures435,46944(44)
Common Stock Dividend— — — (9,379,841)(9,379,841)— (9,379,841)
Net Income— — — 15,356,95115,356,9511,302,18316,659,134
Balance at June 30, 202446,902,091 $4,692 $166,521,852 $165,003,909 $331,530,453 $45,278,789 $376,809,242 
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, 2023
46,466,622 $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 compensation— — 1,123,507 — 1,123,507 — 1,123,507 
Distribution to Non-Controlling Interests— — — — — (5,000,000)(5,000,000)
Issuance of restricted shares, net of forfeitures568,227 58 (127,341)— (127,283)(127,283)
Common Stock Dividend— — — (9,315,793)(9,315,793)— (9,315,793)
Net Income— — — 6,318,807 6,318,807 (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 

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,
 20242023
Operating activities
Net income$16,659,134 $6,169,770 
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense14,890,148 14,453,855 
Amortization of deferred financing costs399,259 471,582 
Amortization of prepaid rent60,933 60,564 
Unrealized (gain) loss on derivative instruments(4,156,836)1,771,853 
Income from equity method investee(678,172)(635,275)
Earnings attributable to non-controlling interest recorded as other long term liability695,152 760,600 
Provision for doubtful accounts837,063 1,129,270 
Loss on sale of vessel 1,172,196 
Drydocking costs(3,154,809)(3,361,280)
Share-based compensation1,667,350 1,123,507 
Change in operating assets and liabilities:
Accounts receivable5,722,145 (7,196,493)
Inventories(12,333,624)1,652,227 
Advance hire, prepaid expenses and other current assets(2,426,074)(3,503,097)
Accounts payable, accrued expenses and other current liabilities5,339,639 5,894,024 
Deferred revenue(5,565,789)(6,383,893)
Net cash provided by operating activities17,955,519 13,579,410 
Investing activities
Purchase of vessels and vessel improvements(498,982)(27,039,525)
Advances for vessel purchases(8,500,000) 
Purchase of fixed assets and equipment(140,018) 
Proceeds from sale of vessel 8,933,700 
Acquisitions, net of cash acquired (7,200,000)
Dividends received from equity method investments 1,627,500 
Net cash used in investing activities(9,139,000)(23,678,325)
Financing activities
Proceeds from long-term debt17,600,000  
Payments of financing fees and debt issuance costs(866,801) 
Payments of long-term debt(25,573,461)(9,096,390)
Payments of finance lease obligations(7,324,636)(8,133,049)
Dividends paid to non-controlling interests(2,333,334)(5,000,000)
Cash dividends paid(9,409,198)(9,133,109)
Cash paid for incentive compensation shares relinquished (127,283)
Payments to non-controlling interest recorded as long-term liability(2,000,000)(2,500,000)
Net cash used in financing activities(29,907,430)(33,989,831)
Net change in cash and cash equivalents(21,090,911)(44,088,746)
Cash and cash equivalents, beginning of year99,037,866 128,384,606 
Cash and cash equivalents, end of period$77,946,955 $84,295,860 

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, 2024, the Company owns three Panamax, two Ultramax Ice Class 1C, two Ultramax and seven 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 has a 50% interest in the owner of a deck barge. Additionally, the Company owns the port and terminal operations located in Fort Lauderdale, Florida, and Baltimore, Maryland.

On July 24, 2024, the Company took delivery of the m/v Bulk Brenton, a 2016 Tsuneishi Heavy Industries (CEBU) Inc 57,679 dwt dry bulk vessel.



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, 2023.

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.

Concentration of credit risk

The Company’s accounts receivable balance includes outstanding receivables from two significant customers. These balances comprise 30% and 13% of accounts receivable, respectively, as of June 30, 2024.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following: 
 June 30, 2024December 31, 2023
 (unaudited) 
Advance hire$3,095,835 $2,509,313 
Prepaid expenses6,084,609 7,072,634 
Accrued receivables11,444,395 5,777,596 
Cash margin on deposit2,015,301 3,751,257 
Derivative assets5,799,920 3,384,137 
Other current assets4,742,043 5,845,309 
 $33,182,103 $28,340,246 

8


Goodwill

We conducted our annual qualitative assessment of goodwill as of June 1, 2024, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of June 30, 2024, no events or changes in circumstances occurred that would necessitate a further impairment review.

Other non-current Assets

Other non-current assets were comprised of the following:

June 30, 2024December 31, 2023
(unaudited) 
Intangible Assets, net of accumulated amortization of $901,060 and $474,038 as of June 30, 2024 and December 31, 2023, respectively
$1,350,041 $1,777,063 
Investment in Seamar Management718,217 706,655 
Bay Stevedoring LLC2,435,164 1,667,093 
Investment in Narragansett Bulk Carriers (US) Corp519,975 519,975 
Other investments962,724 919,509 
 $5,986,121 $5,590,295 

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

 June 30, 2024December 31, 2023
 (unaudited) 
Accounts payable$12,020,777 $6,277,693 
Accrued expenses12,338,860 14,038,418 
Bunkers suppliers6,042,775 4,393,533 
Charter hire payable6,816,112 8,112,701 
Other accrued liabilities2,039,448 3,013,917 
 $39,257,972 $35,836,262 

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, 2024, 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.

9


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, 2024, the Company had two vessel chartered to customers under time charters that contained a lease. These two leases varied in original length from 31 days to 116 days. The lease payments due under these arrangements totaled approximately $2,627,000 and each of the time charters were due to be completed in 106 days or less.

At June 30, 2023, the Company had three vessels chartered to customers under time charters that included a lease. These three leases varied in original length from 31 days to 68 days. The lease payments due under this arrangement totaled approximately $1,497,000 and each time charter was due to be completed in 41 days or less.

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.

Ground Lease

The company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024. According to ASC 842, this lease will be accounted for as a right-of-use (ROU) asset and a lease liability on the balance sheet. The initial measurement of the ROU asset and lease liability will be based on the present value of the lease payments over the lease term.

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
10


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.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of this standard on its financial statement disclosures.
 

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, 2024December 31, 2023
(unaudited)
Money market accounts – cash equivalents$47,660,684 $38,556,005 
Time deposit accounts - cash equivalents 10,206,500 
Cash (1)
30,286,271 50,275,361 
Total cash and cash equivalents$77,946,955 $99,037,866 

(1) It consists of cash deposits at various major banks.

As of June 30, 2024 and December 31, 2023, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2024December 31, 2023
(unaudited)
Pangaea (1)
$63,312,265 $81,652,679 
NBHC (2)
10,108,330 11,948,547 
NBP and Deck Barge (3)
4,526,360 5,436,640 
Total cash and cash equivalents$77,946,955 $99,037,866 
11



(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


12


NOTE 4 - FIXED ASSETS

At June 30, 2024, the Company owned twenty-four dry bulk vessels including ten financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 June 30,December 31,
20242023
(unaudited) 
m/v NORDIC ODYSSEY (1)
$18,061,441 $18,949,524 
m/v NORDIC ORION (1)
18,962,946 19,789,942 
m/v NORDIC OSHIMA (1)
24,006,195 22,938,264 
m/v NORDIC OLYMPIC (1)
22,630,964 23,306,330 
m/v NORDIC ODIN (1)
22,738,376 23,411,836 
m/v NORDIC OASIS (1)
24,143,178 24,853,935 
m/v NORDIC NULUUJAAK (2) (4)
35,375,500 36,088,312 
m/v NORDIC QINNGUA (2) (4)
35,334,461 36,018,502 
m/v NORDIC SANNGIJUQ (2) (4)
34,954,762 35,623,004 
m/v NORDIC SIKU(2) (4)
35,338,838 36,009,984 
m/v BULK ENDURANCE21,235,308 21,859,034 
m/v BULK PRUDENCE26,014,033 26,533,530 
m/v BULK COURAGEOUS (4)
14,958,598 15,145,246 
m/v BULK CONCORD (4)
19,374,401 18,965,726 
m/v BULK FREEDOM7,784,090 8,150,075 
m/v BULK PRIDE10,937,446 11,194,335 
m/v BULK SPIRIT (4)
12,465,352 12,970,111 
m/v BULK SACHUEST16,082,520 16,487,253 
m/v BULK INDEPENDENCE13,187,391 13,752,517 
m/v BULK FRIENDSHIP (4)
12,381,777 12,810,712 
m/v BULK VALOR16,078,207 16,434,083 
m/v BULK PROMISE16,626,050 16,970,026 
MISS NORA G PEARL (3)
1,597,201 1,821,235 
460,269,035 470,083,516 
Other fixed assets, net4,078,745 4,181,655 
Total fixed assets, net$464,347,780 $474,265,171 
Right of Use Assets
m/v BULK XAYMACA$11,025,365 $11,623,719 
m/v BULK DESTINY18,247,547 18,770,104 
Other Right of Use Assets, net (4)
357,748  
$29,630,660 $30,393,823 
Advances for vessel purchases$8,500,000 $ 
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at June 30, 2024 and December 31, 2023, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2024 and December 31, 2023.
(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 Assets under finance lease.
13


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 first half of 2024, which would require impairment testing.

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.











14


NOTE 5 - DEBT

Long-term debt consists of the following: 
June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
11,549,454 12,512,080 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)
37,400,000 39,800,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017)
Bulk Nordic Six Ltd. - Tranche A 9,033,325 4.39 %May 2024
Bulk Pride - Tranche C 1,900,000 5.39 %May 2024
Bulk Independence - Tranche E 9,500,000 3.54 %May 2024
$50 Million Senior Secured Term Loan Facility - Dated May 16, 2024 (4)
17,600,000  7.83 %May 2029
Bulk Valor Corp. Loan and Security Agreement (2)
9,403,061 10,087,642 3.29 %June 2028
Bulk Promise Corp. (2)
8,993,186 9,685,334 5.45 %October 2027
Bulk Sachuest (2)
7,332,315 7,733,094 6.19 %October 2029
Total$92,278,016 $100,251,475 
Less: unamortized issuance costs, net(1,753,737)(1,053,440)
$90,524,279 $99,198,035 
Less: current portion(12,049,931)(30,751,726)
Secured long-term debt, net$78,474,348 $68,446,309 

(1)As of June 30, 2024.
(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 collateralized by the vessels m/v Bulk Endurance and is guaranteed by the Company.
15


$50 Million Senior Secured Term Loan Facility

On May 16, 2024, the Company entered into a new $50 million Senior Secured Term Loan facility with a new lender. The agreement commits up to $50 million in funding for vessel acquisitions. The company’s first drawdown was on May 17, 2024 by Bulk Endurance (MI) Corp., as initial borrower against the MV Bulk Endurance. The initial drawdown of $17.6 million is payable in quarterly installments of $413,145 along with a balloon payment of $9,337,089 with its final installment in May 2029. Interest on this advance is floating at the Secured Overnight Financing Rate ("SOFR") plus 2.5%. On July 19, 2024 a second drawdown was made by Bulk Brenton (MI) Corp., as an additional borrower, to finance the MV Bulk Brenton which the vessel took delivery of on July 26, 2024. The commitment fee on the remaining undrawn amount is 1%.

The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
(unaudited)
2024 (remainder of the year)$6,004,556 
202512,128,601 
202612,290,606 
202741,607,596 
20286,975,036 
Thereafter13,271,621 
$92,278,016 

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, 2024 and December 31, 2023.

NOTE 6 - FINANCE LEASES

The Bulk Destiny, Bulk Xaymaca, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq, 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, 2023, filed with the Securities and Exchange Commission on March 14, 2024 for additional information on these finance leases.

16


Finance lease consists of the following as of June 30, 2024: 

June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$3,841,145 $4,763,020 7.28 %December 2027
Bulk Spirit Ltd.6,916,667 7,486,979 7.30 %February 2027
Bulk Nordic Five Ltd. (2)
10,950,000 11,595,861 3.97 %April 2028
Bulk Friendship Corp. (2)
7,933,705 8,471,002 5.29 %September 2024
Bulk Nordic Seven LLC (3)
27,656,851 28,482,063 7.06 %May 2036
Bulk Nordic Eight LLC(3)
27,648,404 28,473,392 7.06 %June 2036
Bulk Nordic Nine LLC(3)
27,790,151 28,591,644 7.06 %September 2036
Bulk Nordic Ten LLC(3)
27,913,963 28,712,632 7.06 %November 2036
Bulk Courageous Corp. (2)
8,400,000 9,000,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
11,298,484 12,097,410 4.67 %February 2029
Other (4)
371,248  7.89 %March 2034
Total$160,720,618 $167,674,003 
Less: unamortized issuance costs, net(2,204,262)(2,437,102)
$158,516,356 $165,236,901 
Less: current portion(21,480,421)(21,970,124)
Long-term finance lease liabilities, net$137,035,935 $143,266,777 

(1)As of June 30, 2024 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 effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
(4)The company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.


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, 2024.

Year ending December 31,Amount
(unaudited)
2024 (remainder of the year)$21,064,592 
202525,475,246 
202623,984,683 
202724,820,942 
202829,448,617 
Thereafter115,106,414 
Total minimum lease payments$239,900,494 
Less imputed interest79,179,876 
Present value of minimum lease payments160,720,618 
Less current portion(21,480,421)
Less issuance costs(2,204,262)
Long-term portion$137,035,935 



17


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, 2024 and December 31, 2023:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202412/31/2023Balance Sheet Location6/30/202412/31/2023
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$2,015,301 $3,751,257 Other current liabilities$ $ 
Forward freight agreements (2)
Other current assets$591,046 $— Other current liabilities $1,217,820 
Fuel swap contracts (2)
Other current assets$1,587,999 $— Other current liabilities$ $523,233 
Interest rate cap (2)
Other current assets$3,620,875 $3,384,137 Other current liabilities$ $ 

(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). 

18


The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the six months ended June 30, 2024 and 2023:

Unrealized gain (loss) on derivative instruments
Three Months Ended Six Months Ended
Derivative instruments06/30/20246/30/202306/30/20246/30/2023
(unaudited)(unaudited)
Forward freight agreements$40,118 $(1,841,065)$1,808,866 $(1,678,501)
Fuel Swap Contracts(828,287)(726,590)$2,111,232 $(489,509)
Interest rate cap(139,334)1,219,371 $236,738 $396,157 
Total (loss) gain$(927,503)$(1,348,284)$4,156,836 $(1,771,853)





 








19


NOTE 8 - RELATED PARTY TRANSACTIONS

Amounts and notes payable to related parties consist of the following:
December 31, 2023ActivityJune 30, 2024
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,490,060 237,687 $1,727,747 
Commissions payable (trade payables) (ii)$ 119,827 $119,827 

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, 2024 and 2023, the Company incurred technical management fees of approximately $764,400 and $774,000, respectively, under this arrangement. During the six months ended June 30, 2024 and 2023, the Company incurred technical management fees of approximately $1,529,000 and $1,567,000, respectively, under this arrangement.


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, 2024, the remaining lease term is fourteen months.

For the three months ended June 30, 2024 and 2023, the Company recognized approximately $49,000 and $52,000, respectively, as lease expense for office leases in General and Administrative Expenses.

For the six months ended June 30, 2024 and 2023, the Company recognized approximately $98,000 and $104,000, respectively, as lease expense for 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.    

20


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

06/30/202412/31/2023
(unaudited)(audited)
Beginning Balance$17,936,540 $19,974,390 
Payments to non-controlling interest recorded as long-term liability(2,000,000)(2,500,000)
Earnings attributable to non-controlling interest recorded as other long term liability695,152 462,150 
Ending balance$16,631,692 $17,936,540 
21


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, 2024 and 2023. 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, 2024June 30, 2023June 30, 2024June 30, 2023
(unaudited)(unaudited)
Net income$3,682,775 $2,844,540 $15,356,951 $6,318,807 
Weighted Average Shares - Basic45,276,791 44,775,438 45,245,655 44,744,039 
Dilutive effect of restricted stock awards752,111 352,534 676,617 377,980 
Weighted Average Shares - Diluted46,028,902 45,127,972 45,922,272 45,122,019 
Basic net income per share$0.08 $0.06 $0.34 $0.14 
Diluted net income per share$0.08 $0.06 $0.33 $0.14 


        
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 final 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 July 17, 2024, the Company entered into a $15.2 million Senior Secured Term Loan facility with Bulk Prudence Corp., as the borrower, secured against the MV Bulk Prudence. The loan is structured to be repaid in quarterly installments of $347,000, with a balloon payment of $8,607,000 due in July 2029. The interest rate on the loan is floating, based on the SOFR plus 1.9%.

On July 19, 2024, Bulk Brenton (MI) Corp., as an additional borrower, made a second drawdown to finance the MV Bulk Brenton, which was delivered on July 26, 2024.

On August 8, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on September 16, 2024, to all shareholders of record as of September 2, 2024.


        
22




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.
23




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.
24



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,
 2024202320242023
Selected Financial Data(unaudited)(unaudited)
Voyage revenue$124,096 $110,466 $211,386 $218,416 
Charter revenue3,847 7,090 18,878 12,839 
Terminal & Stevedore Revenue3,555 520 5,982 520 
Total revenue131,498 118,076 236,246 231,775 
Voyage expense61,151 54,460 98,266 111,274 
Charter hire expense32,685 29,126 59,828 51,717 
Vessel operating expenses14,736 13,211 27,405 26,818 
Terminal Expenses2,828 375 4,908 375 
Total cost of transportation and service revenue111,400 97,171 190,406 190,183 
Vessel and Terminal Equipment depreciation and amortization7,426 7,100 14,835 14,399 
Gross Profit12,672 13,805 31,005 27,193 
Other operating expenses5,059 5,951 12,363 11,670 
Loss on sale of vessel —  1,172 
Income from operations7,614 7,855 18,642 14,351 
Total other expense, net(3,621)(5,088)(1,983)(8,181)
Net income3,994 2,767 16,659 6,170 
(Income) loss attributable to non-controlling interests(311)78 (1,302)149 
Net income attributable to Pangaea Logistics Solutions Ltd.$3,683 $2,845 $15,357 $6,319 
Net income from continuing operations per common share information
Basic net income per share$0.08 $0.06 $0.34 $0.14 
Diluted net income per share$0.08 $0.06 $0.33 $0.14 
Weighted-average common shares Outstanding - basic45,277 44,775 45,246 44,744 
Weighted-average common shares Outstanding - diluted46,029 45,128 45,922 45,122 
Adjusted EBITDA (1)
$15,931 $15,923 $35,878 $32,161 
Shipping Days (2)
  
Voyage days3,910 3,577 6,740 6,969 
Time charter days207 479 1,062 1,045 
Total shipping days4,117 4,056 7,802 8,014 
TCE Rates ($/day)$16,223 $15,558 $16,919 $14,971 
25



June 30, 2024December 31, 2023
Selected Data from the Consolidated Balance Sheets(unaudited)(audited)
Cash and cash equivalents$77,947 $99,038 
Total assets$692,921 $705,180 
Total secured debt, including finance leases liabilities$249,041 $264,435 
Total shareholders' equity$376,809 $370,196 
For the six months ended June 30,
20242023
(unaudited)
Selected Data from the Consolidated Statements of Cash Flows 
Net cash provided by operating activities$17,956 $13,579 
Net cash (used in) provided by investing activities$(9,139)$(23,678)
Net cash used in financing activities$(29,907)$(33,990)

(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).

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,
2024202320242023
Net Transportation and Service Revenue (3)
(unaudited)(unaudited)
Gross Profit (4)
$12,671 $13,805 $31,005 $27,193 
Add:
Vessel and Terminal Equipment Depreciation and Amortization7,426 7,100 14,835 14,399 
Net transportation and service revenue$20,098 $20,905 $45,840 $41,592 
Adjusted EBITDA
Net Income$3,994 $2,767 $16,659 $6,170 
Interest expense, net3,147 3,083 6,123 6,284 
Earnings attributable to non-controlling interest recorded as other long term liability(120)905 695 761 
Depreciation and amortization7,454 7,127 14,890 14,454 
EBITDA$14,475 $13,882 $38,368 $27,668 
Non-GAAP Adjustments
Loss on sale of vessels$ $— $ $1,172 
Share-based compensation529 267 1,667 1,124 
Unrealized (gain) loss on derivative instruments, net928 1,348 (4,157)1,772 
Other non-recurring items 426  426 
Adjusted EBITDA$15,931 $15,923 $35,878 $32,161 
26



 
(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 and terminal equipment depreciation.

27



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. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,853 for the second quarter of 2024, up approximately 53%, compared to an average of 1,215 for the same quarter of 2023. The average published market rates for Supramax and Panamax vessels, reflecting the composition of the company's fleet, also increased approximately 45%, from an average of $10,431 in the second quarter of 2023 to $15,104 in the same period of 2024. Quarter over quarter, the average published market rates for Supramax and Panamax vessels remained relatively stable at $15,104 for the second quarter of 2024, compared to $13,671 for the first quarter of 2024. However, there was volatility within the first quarter of 2024, with rates fluctuating between lows of approximately $11,000 and highs of approximately $18,000. 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

Inflation in the United States and many global markets is affecting various aspects of our Company's vessel operation costs, including crew travel, equipment transportation, and drydocking. While we expect crew payroll expenses to stabilize in the near and medium term, other inflated costs may increase our vessels' daily operating expenses. Typically, any fuel cost increases during voyages are managed through bunker hedging or through fuel cost pass-through arrangements in long-term contracts.

Furthermore, since a significant portion of our Company's long-term debt and finance leases have fixed or capped interest rates, the impact of rising interest rates on our earnings is limited.

Quarterly TCE Performance

For the three months ended June 30, 2024, the Company's TCE rates were up 4% to $16,223 from $15,558 for the three months ended June 30, 2023. 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, 2024. The Company's achieved TCE rate for the three months ended June 30, 2024 outperformed the average of the Baltic panamax and supramax market indexes and exceeded the average market rates by approximately 7% 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 $3.7 million for three months ended June 30, 2024 as compared to approximately $2.8 million for the same period of 2023.
Diluted net income per share was $0.08 for three months ended June 30, 2024, as compared to $0.06 for the same period in 2023.
Pangaea's TCE rates were $16,223 for the three months ended June 30, 2024 and $15,558 for the three months ended June 30, 2023.
Adjusted EBITDA was $15.9 million for the three months ended June 30, 2024 and 2023.
At the end of the quarter, Pangaea had $77.9 million in cash, and cash equivalents.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

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, 2024 was $131.5 million, compared to $118.1 million for the same period in 2023, an 11% increase. The increase in revenues was primarily driven by an increase in voyage days, which rose by 9% to 3,910 for the three months ended June 30, 2024, compared to 3,577 for the same period in 2023. The Company additionally had an increase in terminal and stevedore revenue resulting from the Company's acquisition of port and terminal operations in June 2023. However, this was offset by a significant decrease in charter revenue as a result of a decrease in time charter days of 57%.

Components of revenue are as follows:

Voyage revenues increased by 12% for the three months ended June 30, 2024 to $124.1 million compared to $110.5 million for the same period in 2023. The increase in voyage revenues was primarily due to a 9% increase in voyage days from 3,577 in the three months ended June 30, 2023 to 3,910 for the three months ended June 30, 2024. The increase is also attributable to higher average TCE rates earned as discussed above.
28




Charter revenues decreased to $3.8 million from $7.1 million, or 46%, for the three months ended June 30, 2024 compared to the same period in 2023. The decrease in charter revenues was due to a decrease in time charter days which were down 57% to 207 in the second quarter of 2024 from 479 for the same quarter in 2023. This was partially offset by increased charter hire rates earned which increased by approximately 26% from $14,809 per day to $18,593 per day in the second quarter of 2024. Our flexible chartering strategy enables the Company to selectively release excess ship days, if any, into the market under time charter arrangements rather than voyage days.

Terminal & Stevedore revenues increased by 584% for the three months ended June 30, 2024 to $3.6 million compared to $0.5 million for the same period in 2023. The increase in revenues were a result of the Company's acquisition of port and terminal operations in June 2023.

Voyage Expenses

Voyage expenses were $61.2 million for the three months ended June 30, 2024, compared to $54.5 million for the same period in 2023, an increase of approximately 12%. The increase was driven by a 9% increase in voyage days, leading to corresponding increases in bunkers consumed and port expenses incurred. The total average market price of bunkers consumed increased by 15.8% for the three months ended June 30, 2024, compared to the same period in 2023. Port expenses increased approximately 5% compared to the prior year as a result of the increase in voyage day activity.

Charter Hire Expenses

Charter hire expenses for the three months ended June 30, 2024 were $32.7 million, compared to $29.1 million for the same period in 2023, a 12% increase. The increase in charter hire expenses was predominantly driven by higher market rates for charter-in vessels, as well as an increase in chartered-in days. Specifically, the average published market rates for Supramax and Panamax vessels increased approximately 45% climbing from an average of $10,431 in the second quarter of 2023 to $15,104 in the same period of 2024. Chartered-in days increased 3% from 1,915 days in the three months ended June 30, 2023 to 1,971 days for the three months ended June 30, 2024. Charter hire expenses on a per day basis were $16,583 for the three months ended June 30, 2024 and $15,209 for the same period in 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, 2024 were $14.7 million, compared to $13.2 million for the same period in 2023, an increase of approximately 12%. The ownership days for the three months ended June 30, 2024 and 2023 were 2,184 and 2,200, respectively, marking a decrease of 1%. The Company owned and operated one fewer ship in the 2024 period. Excluding technical management fees, vessel operating expenses on a per day basis were $6,246 for the three months ended June 30, 2024, compared to $5,517 for the three months ended June 30, 2023. Technical management fees amounted to approximately $1.1 million for the three months ended June 30, 2024 and 2023.

Terminal & Stevedore Expenses

Terminal & Stevedore expenses increased by 655% for the three months ended June 30, 2024 to $2.8 million compared to $0.4 million for the same period in 2023. The increase in expenses were a result of the Company's acquisition of port and terminal operations in June 2023.

General and Administrative Expenses

General and administrative expenses amounted to $5.0 million for the three-month period ending June 30, 2024, compared to $5.9 million for the corresponding period in 2023. The decrease in the second quarter of 2024 was primarily attributed to the absence of non-recurring acquisition costs related to the port and terminal incurred in June 2023; as well as a decrease in compensation expenses, including incentive compensation costs and non-cash compensation associated with equity awards.

29



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 $0.8 million and a mark to market gain on forward freight agreements (FFAs) of approximately $40.1 thousand in the three months ended June 30, 2024. The fair value loss on interest rate derivative amounted to approximately $0.1 million for the three months ended June 30, 2024. The total loss resulted from changes in the fair value of the derivatives at the respective balance sheet dates.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Revenues

Pangaea’s revenues are derived predominately from voyage and time charters. Total revenue for the six months ended June 30, 2024 was $236.2 million, compared to $231.8 million for the same period in 2023, a 2% increase. The increase in revenues was primarily due to higher average TCE rates earned despite a 3% decrease in the total shipping days. The total shipping days decreased from 8,014 in the six months ended June 30, 2023 to 7,802 for the same period in 2024.
 
Components of revenue are as follows:

Voyage revenues decreased by 3% for the six months ended June 30, 2024 to $211.4 million compared to $218.4 million for the same period in 2023. This decrease was primarily due to a decreased in voyage days partially offset by higher average TCE rates. Voyage days totaled 6,740 for the six months ended June 30, 2024, compared to 6,969 for the same period in 2023.

Charter revenues increased to $18.9 million from $12.8 million, or 47%, for the six months ended June 30, 2024 compared to the same period in 2023. The increase in charter revenues was due to an increase in charter hire rates earned. The time charter revenue per day was $17,776 for the six months ended June 30, 2024 compared to $12,286 for the same period of 2023. Time charter days were up 2% to 1,062 in the six months ended June 30, 2024 from 1,045 in the six months ended June 30, 2023. The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charters arrangements.

Voyage Expenses

Voyage expenses were $98.3 million for the six months ended June 30, 2024, compared to $111.3 million for the same period in 2023, a decrease of 12%. The decrease was mainly attributable to a decrease in bunker costs, port expenses and canal fees. The number of voyage days decreased by 3% to 6,740 days in the six months ended June 30, 2024 compared to 6,969 days for the same period in 2023. Total costs of bunkers consumed decreased by 14% for the six months ended June 30, 2024 compared to the same period in 2023. Port expenses decreased 12% compared to the prior year primarily as a result of decreased canal fees incurred in the current year.

Charter Hire Expenses

Charter hire expenses for the six months ended June 30, 2024 were $59.8 million, compared to $51.7 million for the same period in 2023, a 16% increase. The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels. The average published market rates for Supramax and Panamax vessels increased approximately 43% from an average of $10,067 in the six months ended June 30, 2023 to $14,388 in the same period of 2024. This was offset by a decrease in chartered-in days of 5% from 3,693 days in the six months ended June 30, 2023 to 3,506 days for the six months ended June 30, 2024. The Company's flexible charter-in strategy allowing it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.

30



Vessel Operating Expenses 

Vessel operating expenses for the six months ended June 30, 2024 were $27.4 million, compared to $26.8 million for the same period in 2023, an increase of approximately 2%. Excluding technical management fees, vessel operating expenses on a per day basis were $5,773 for the six months ended June 30, 2024 and $5,575 for the same period in 2023. Technical management fees were approximately $2.2 million for the six months ended June 30, 2024 and 2023.

General and Administrative Expenses

General and administrative expenses were $12.3 million and $11.6 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to an increase in non-cash compensation associated with equity awards.

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 gains on bunker swaps of approximately $2.1 million and gains on forward freight agreements (FFAs) of approximately $1.8 million in the six months ended June 30, 2024. The fair value gain on interest rate derivatives was approximately $0.2 million for the six months ended June 30, 2024. These gains 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 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.

The Company concluded that no triggering event had occurred during the first half of 2024, which would require impairment testing.

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.
    
31



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, 2024 and December 31, 2023, the Company had working capital of $97.4 million and $86.5 million, respectively. The increase in working capital was mainly attributed to enhanced operating income generated during the six months ended June 30, 2024.

Cash Flows:

The table below summarizes our primary sources and uses of cash for the three months ended June 30, 2024 and 2023. 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, 2024June 30, 2023
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items$27.2 $23.1 
Changes in operating assets and liabilities, net(9.3)(9.5)
Operating activities18.013.6
Investing activities(9.1)(23.7)
Financing activities(29.9)(34.0)
Net change$(21.1)$(44.1)

Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2024 was $18.0 million compared to net cash provided by operating activities of $13.6 million for the six months ended June 30, 2023. The increase in cash flows from operating activities compared to the previous year was primarily due to improved income from operations.

Investing Activities

Net cash used in investing activities during the six months ended June 30, 2024, was $9.1 million compared to $23.7 million for the same period in 2023. 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 and (ii) paid $7.2 million for the 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, 2024, the Company paid $8.5 million for deposits on two vessels.

Financing Activities

Net cash used in financing activities during the six months ended June 30, 2024, and 2023 was $29.9 million and $34.0 million, respectively. During the six months ended June 30, 2024, the Company (i) received $17.6 million in long-term debt proceeds, (ii) repaid $25.6 million of long-term debt and $7.3 million of finance leases, (iii) paid $9.4 million in cash dividends to its shareholders and $2.3 million in cash dividends to non-controlling interest holders and (iv) paid $2.0 million as payment to non-controlling interest recorded as long-term liability. During the six months ended June 30, 2023, the Company (i) repaid $9.1 million of long term debt and $8.1 million of finance leases, (ii) paid $9.1 million in cash dividends to its shareholders and $5 million in cash dividends to non-controlling interest holders and (iii) paid $2.5 million as payment to non-controlling interest recorded as long-term liability.

32



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, 2024 includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); seven Supramax drybulk carriers, two Ultramax Ice Class 1C, two Ultramax drybulk carriers, 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 $3.2 million in the six months ended June 30, 2024 and 2023. The Company expensed drydocking costs of approximately $141,000 and $90,000, respectively, in the six months ended June 30, 2024 and 2023.

Off-Balance Sheet Arrangements
 
The Company does not have off-balance sheet arrangements at June 30, 2024 or December 31, 2023. 

33



ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
 
No significant changes to our market risk have occurred since December 31, 2023. 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, 2023.

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, 2024.
 
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.
 
34



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, 2023 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.
 
35



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

36



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 8, 2024.
 
 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)

37

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:August 8, 2024/s/ Mark L. Filanowski
Mark 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 8, 2024/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 September 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 8, 2024/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 September 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 8, 2024/s/ Gianni Del Signore
 Gianni Del Signore
 Chief Financial Officer
 (Principal Financial Officer)


v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 07, 2024
Document And Entity Information [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
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   46,902,091
Entity Central Index Key 0001606909  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 77,946,955 $ 99,037,866
Accounts receivable (net of allowance of $6,494,900 and $5,657,837 at June 30, 2024 and December 31, 2023, respectively) 41,332,293 47,891,501
Inventories 28,889,890 16,556,266
Advance hire, prepaid expenses and other current assets 33,182,103 28,340,246
Total current assets 181,351,241 191,825,879
Fixed assets, net 464,347,780 474,265,171
Investment In Vessels 8,500,000 0
Finance lease right of use assets, net 29,630,660 30,393,823
Goodwill 3,104,800 3,104,800
Other non-current assets 5,986,121 5,590,295
Total assets 692,920,602 705,179,968
Current liabilities    
Accounts payable, accrued expenses and other current liabilities 39,257,972 35,836,262
Deferred revenue 10,064,097 15,629,886
Current portion of secured long-term debt 12,049,931 30,751,726
Current portion of finance lease liabilities 21,480,421 21,970,124
Dividend payable 1,116,964 1,146,321
Total current liabilities 83,969,385 105,334,319
Secured long-term debt, net 78,474,348 68,446,309
Long-term portion 137,035,935 143,266,867
Long-term liabilities - other - Note 10 16,631,692 17,936,540
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; 46,902,091 shares issued and outstanding at June 30, 2024; 46,466,622 shares issued and outstanding at December 31, 2023 4,692 4,648
Additional paid-in capital 166,521,852 164,854,546
Retained earnings 165,003,909 159,026,799
Total Pangaea Logistics Solutions Ltd. equity 331,530,453 323,885,993
Non-controlling interests 45,278,789 46,309,940
Total stockholders' equity 376,809,242 370,195,933
Total liabilities and stockholders' equity $ 692,920,602 $ 705,179,968
v3.24.2.u1
Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts receivable $ 6,494,900 $ 5,657,837
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) 46,902,091 46,466,622
Common stock, shares outstanding (in shares) 46,902,091 46,466,622
v3.24.2.u1
Consolidated Statements of Income - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Revenue $ 131,497,852 $ 118,075,654 $ 236,246,405 $ 231,774,729
Expenses:        
Voyage expense 61,150,855 54,459,633 98,265,519 111,274,264
Charter hire expense 32,685,075 29,125,662 59,827,925 51,716,502
Vessel operating expense 14,735,927 13,210,851 27,405,184 26,817,666
Terminal & Stevedore Expenses 2,828,398 374,582 4,907,585 374,582
General and administrative 5,029,696 5,923,159 12,307,699 11,614,892
Depreciation and amortization 7,453,675 7,126,995 14,890,148 14,453,855
Loss on sale of vessel 0 0 0 1,172,196
Total expenses 123,883,626 110,220,882 217,604,060 217,423,957
Income from operations 7,614,226 7,854,772 18,642,345 14,350,772
Other income (expense):        
Interest and Other Income 665,362 1,042,564 1,540,446 2,092,410
Unrealized (loss) gain on derivative instruments, net (927,503) (1,348,284) 4,156,836 (1,771,853)
Other income 334,248 248,863 678,172 635,275
Total other expense, net (3,620,726) (5,087,914) (1,983,211) (8,181,002)
Net income 3,993,500 2,766,858 16,659,134 6,169,770
(Income) loss attributable to non-controlling interests (310,725) 77,682 (1,302,183) 149,037
Net income attributable to Pangaea Logistics Solutions Ltd. $ 3,682,775 $ 2,844,540 $ 15,356,951 $ 6,318,807
Earnings per common share:        
Basic (in dollars per share) $ 0.08 $ 0.06 $ 0.34 $ 0.14
Diluted (in dollars per share) $ 0.08 $ 0.06 $ 0.33 $ 0.14
Weighted average shares used to compute earnings per common share:        
Basic (in shares) 45,276,791 44,775,438 45,245,655 44,744,039
Diluted (in shares) 46,028,902 45,127,972 45,922,272 45,122,019
Nonrelated Party        
Other income (expense):        
Interest Revenue (Expense), Net $ (3,812,783) $ (4,125,720) $ (7,663,513) $ (8,376,234)
Related Party        
Other income (expense):        
Interest Revenue (Expense), Net 119,950 (905,337) (695,152) (760,600)
Voyage revenue        
Revenues:        
Revenue 124,095,728 110,465,557 211,386,291 218,415,680
Charter revenue        
Revenues:        
Revenue 3,846,797 7,090,440 18,877,824 12,839,392
Revenue Not from Contract with Customer        
Revenues:        
Revenue $ 3,555,327 $ 519,657 $ 5,982,290 $ 519,657
v3.24.2.u1
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, 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)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders (5,000,000)         (5,000,000)
Common Stock Dividend (9,315,793) (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)     (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
Beginning Balance (in shares) at Dec. 31, 2023     46,466,622      
Beginning Balance at Dec. 31, 2023 370,195,933 323,885,993 $ 4,648 164,854,546 159,026,799 46,309,940
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 1,667,350 1,667,350   1,667,350    
Issuance of restricted shares, net of forfeitures (in shares)     (435,469)      
Issuance of restricted shares, net of forfeitures 0 0 $ 44 (44)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders (2,333,334)         (2,333,334)
Common Stock Dividend   (9,379,841)     (9,379,841)  
Net Income 16,659,134 15,356,951     15,356,951 1,302,183
Ending Balance (in shares) at Jun. 30, 2024     46,902,091      
Ending Balance at Jun. 30, 2024 376,809,242 331,530,453 $ 4,692 166,521,852 165,003,909 45,278,789
Beginning Balance (in shares) at Mar. 31, 2024     46,839,591      
Beginning Balance at Mar. 31, 2024 379,305,652 332,004,254 $ 4,685 165,993,186 166,006,383 47,301,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 528,673 528,673   528,673    
Issuance of restricted shares, net of forfeitures (in shares)     62,500      
Issuance of restricted shares, net of forfeitures     $ 7 (7)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders (2,333,334)         (2,333,334)
Common Stock Dividend   (4,685,249)     (4,685,249)  
Net Income 3,993,500 3,682,775     3,682,775 310,725
Ending Balance (in shares) at Jun. 30, 2024     46,902,091      
Ending Balance at Jun. 30, 2024 $ 376,809,242 $ 331,530,453 $ 4,692 $ 166,521,852 $ 165,003,909 $ 45,278,789
v3.24.2.u1
Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities    
Net income $ 16,659,134 $ 6,169,770
Adjustments to reconcile net income to net cash provided by operations:    
Depreciation and amortization expense 14,890,148 14,453,855
Amortization of deferred financing costs 399,259 471,582
Amortization of prepaid rent 60,933 60,564
Unrealized (gain) loss on derivative instruments (4,156,836) 1,771,853
Income (Loss) from Equity Method Investments (678,172) (635,275)
Earnings attributable to non-controlling interest recorded as other long term liability 695,152 760,600
Accounts Receivable, Credit Loss Expense (Reversal) 837,063 1,129,270
Loss on sale of vessel 0 1,172,196
Drydocking costs (3,154,809) (3,361,280)
Share-based compensation 1,667,350 1,123,507
Change in operating assets and liabilities:    
Accounts receivable 5,722,145 (7,196,493)
Inventories (12,333,624) 1,652,227
Advance hire, prepaid expenses and other current assets (2,426,074) (3,503,097)
Accounts payable, accrued expenses and other current liabilities 5,339,639 5,894,024
Deferred revenue (5,565,789) (6,383,893)
Net cash provided by operating activities 17,955,519 13,579,410
Investing activities    
Purchase of vessels and vessel improvements (498,982) (27,039,525)
Advances for vessel purchases (8,500,000) 0
Purchase of fixed assets and equipment (140,018) 0
Proceeds from sale of vessel 0 8,933,700
Payments to Acquire Businesses, Net of Cash Acquired 0 7,200,000
Contributions to non-consolidated subsidiaries 0 1,627,500
Net cash used in investing activities (9,139,000) (23,678,325)
Financing activities    
Proceeds from long-term debt 17,600,000 0
Payments of financing fees and debt issuance costs (866,801) 0
Payments of long-term debt (25,573,461) (9,096,390)
Payments of finance lease obligations (7,324,636) (8,133,049)
Dividends paid to non-controlling interests (2,333,334) (5,000,000)
Cash dividends paid (9,409,198) (9,133,109)
Cash paid for incentive compensation shares relinquished 0 (127,283)
Payments to non-controlling interest recorded as long-term liability (2,000,000) (2,500,000)
Net cash used in financing activities (29,907,430) (33,989,831)
Net change in cash and cash equivalents (21,090,911) (44,088,746)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning Balance 99,037,866 128,384,606
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Ending Balance 77,946,955 84,295,860
Operating Expenses $ 217,604,060 $ 217,423,957
v3.24.2.u1
General Information and Recent Events
6 Months Ended
Jun. 30, 2024
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, 2024, the Company owns three Panamax, two Ultramax Ice Class 1C, two Ultramax and seven 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 has a 50% interest in the owner of a deck barge. Additionally, the Company owns the port and terminal operations located in Fort Lauderdale, Florida, and Baltimore, Maryland.

On July 24, 2024, the Company took delivery of the m/v Bulk Brenton, a 2016 Tsuneishi Heavy Industries (CEBU) Inc 57,679 dwt dry bulk vessel.
v3.24.2.u1
Basis of Presentation and Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
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, 2023.

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.

Concentration of credit risk

The Company’s accounts receivable balance includes outstanding receivables from two significant customers. These balances comprise 30% and 13% of accounts receivable, respectively, as of June 30, 2024.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following: 
 June 30, 2024December 31, 2023
 (unaudited) 
Advance hire$3,095,835 $2,509,313 
Prepaid expenses6,084,609 7,072,634 
Accrued receivables11,444,395 5,777,596 
Cash margin on deposit2,015,301 3,751,257 
Derivative assets5,799,920 3,384,137 
Other current assets4,742,043 5,845,309 
 $33,182,103 $28,340,246 
Goodwill

We conducted our annual qualitative assessment of goodwill as of June 1, 2024, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of June 30, 2024, no events or changes in circumstances occurred that would necessitate a further impairment review.

Other non-current Assets

Other non-current assets were comprised of the following:

June 30, 2024December 31, 2023
(unaudited) 
Intangible Assets, net of accumulated amortization of $901,060 and $474,038 as of June 30, 2024 and December 31, 2023, respectively
$1,350,041 $1,777,063 
Investment in Seamar Management718,217 706,655 
Bay Stevedoring LLC2,435,164 1,667,093 
Investment in Narragansett Bulk Carriers (US) Corp519,975 519,975 
Other investments962,724 919,509 
 $5,986,121 $5,590,295 

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

 June 30, 2024December 31, 2023
 (unaudited) 
Accounts payable$12,020,777 $6,277,693 
Accrued expenses12,338,860 14,038,418 
Bunkers suppliers6,042,775 4,393,533 
Charter hire payable6,816,112 8,112,701 
Other accrued liabilities2,039,448 3,013,917 
 $39,257,972 $35,836,262 

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, 2024, 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, 2024, the Company had two vessel chartered to customers under time charters that contained a lease. These two leases varied in original length from 31 days to 116 days. The lease payments due under these arrangements totaled approximately $2,627,000 and each of the time charters were due to be completed in 106 days or less.

At June 30, 2023, the Company had three vessels chartered to customers under time charters that included a lease. These three leases varied in original length from 31 days to 68 days. The lease payments due under this arrangement totaled approximately $1,497,000 and each time charter was due to be completed in 41 days or less.

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.

Ground Lease

The company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024. According to ASC 842, this lease will be accounted for as a right-of-use (ROU) asset and a lease liability on the balance sheet. The initial measurement of the ROU asset and lease liability will be based on the present value of the lease payments over the lease term.

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.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of this standard on its financial statement disclosures.
v3.24.2.u1
Cash and Cash Equivalents
6 Months Ended
Jun. 30, 2024
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, 2024December 31, 2023
(unaudited)
Money market accounts – cash equivalents$47,660,684 $38,556,005 
Time deposit accounts - cash equivalents 10,206,500 
Cash (1)
30,286,271 50,275,361 
Total cash and cash equivalents$77,946,955 $99,037,866 

(1) It consists of cash deposits at various major banks.

As of June 30, 2024 and December 31, 2023, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2024December 31, 2023
(unaudited)
Pangaea (1)
$63,312,265 $81,652,679 
NBHC (2)
10,108,330 11,948,547 
NBP and Deck Barge (3)
4,526,360 5,436,640 
Total cash and cash equivalents$77,946,955 $99,037,866 
(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
v3.24.2.u1
Fixed Assets
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Fixed Assets FIXED ASSETS
At June 30, 2024, the Company owned twenty-four dry bulk vessels including ten financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 June 30,December 31,
20242023
(unaudited) 
m/v NORDIC ODYSSEY (1)
$18,061,441 $18,949,524 
m/v NORDIC ORION (1)
18,962,946 19,789,942 
m/v NORDIC OSHIMA (1)
24,006,195 22,938,264 
m/v NORDIC OLYMPIC (1)
22,630,964 23,306,330 
m/v NORDIC ODIN (1)
22,738,376 23,411,836 
m/v NORDIC OASIS (1)
24,143,178 24,853,935 
m/v NORDIC NULUUJAAK (2) (4)
35,375,500 36,088,312 
m/v NORDIC QINNGUA (2) (4)
35,334,461 36,018,502 
m/v NORDIC SANNGIJUQ (2) (4)
34,954,762 35,623,004 
m/v NORDIC SIKU(2) (4)
35,338,838 36,009,984 
m/v BULK ENDURANCE21,235,308 21,859,034 
m/v BULK PRUDENCE26,014,033 26,533,530 
m/v BULK COURAGEOUS (4)
14,958,598 15,145,246 
m/v BULK CONCORD (4)
19,374,401 18,965,726 
m/v BULK FREEDOM7,784,090 8,150,075 
m/v BULK PRIDE10,937,446 11,194,335 
m/v BULK SPIRIT (4)
12,465,352 12,970,111 
m/v BULK SACHUEST16,082,520 16,487,253 
m/v BULK INDEPENDENCE13,187,391 13,752,517 
m/v BULK FRIENDSHIP (4)
12,381,777 12,810,712 
m/v BULK VALOR16,078,207 16,434,083 
m/v BULK PROMISE16,626,050 16,970,026 
MISS NORA G PEARL (3)
1,597,201 1,821,235 
460,269,035 470,083,516 
Other fixed assets, net4,078,745 4,181,655 
Total fixed assets, net$464,347,780 $474,265,171 
Right of Use Assets
m/v BULK XAYMACA$11,025,365 $11,623,719 
m/v BULK DESTINY18,247,547 18,770,104 
Other Right of Use Assets, net (4)
357,748 — 
$29,630,660 $30,393,823 
Advances for vessel purchases$8,500,000 $ 
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at June 30, 2024 and December 31, 2023, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2024 and December 31, 2023.
(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 Assets 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 first half of 2024, which would require impairment testing.

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.
v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt DEBT
Long-term debt consists of the following: 
June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
11,549,454 12,512,080 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)
37,400,000 39,800,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017)
Bulk Nordic Six Ltd. - Tranche A 9,033,325 4.39 %May 2024
Bulk Pride - Tranche C 1,900,000 5.39 %May 2024
Bulk Independence - Tranche E 9,500,000 3.54 %May 2024
$50 Million Senior Secured Term Loan Facility - Dated May 16, 2024 (4)
17,600,000 — 7.83 %May 2029
Bulk Valor Corp. Loan and Security Agreement (2)
9,403,061 10,087,642 3.29 %June 2028
Bulk Promise Corp. (2)
8,993,186 9,685,334 5.45 %October 2027
Bulk Sachuest (2)
7,332,315 7,733,094 6.19 %October 2029
Total$92,278,016 $100,251,475 
Less: unamortized issuance costs, net(1,753,737)(1,053,440)
$90,524,279 $99,198,035 
Less: current portion(12,049,931)(30,751,726)
Secured long-term debt, net$78,474,348 $68,446,309 

(1)As of June 30, 2024.
(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 collateralized by the vessels m/v Bulk Endurance and is guaranteed by the Company.
$50 Million Senior Secured Term Loan Facility

On May 16, 2024, the Company entered into a new $50 million Senior Secured Term Loan facility with a new lender. The agreement commits up to $50 million in funding for vessel acquisitions. The company’s first drawdown was on May 17, 2024 by Bulk Endurance (MI) Corp., as initial borrower against the MV Bulk Endurance. The initial drawdown of $17.6 million is payable in quarterly installments of $413,145 along with a balloon payment of $9,337,089 with its final installment in May 2029. Interest on this advance is floating at the Secured Overnight Financing Rate ("SOFR") plus 2.5%. On July 19, 2024 a second drawdown was made by Bulk Brenton (MI) Corp., as an additional borrower, to finance the MV Bulk Brenton which the vessel took delivery of on July 26, 2024. The commitment fee on the remaining undrawn amount is 1%.

The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
(unaudited)
2024 (remainder of the year)$6,004,556 
202512,128,601 
202612,290,606 
202741,607,596 
20286,975,036 
Thereafter13,271,621 
$92,278,016 

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, 2024 and December 31, 2023.
v3.24.2.u1
Finance Leases
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Finance Leases FINANCE LEASES
The Bulk Destiny, Bulk Xaymaca, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq, 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, 2023, filed with the Securities and Exchange Commission on March 14, 2024 for additional information on these finance leases.
Finance lease consists of the following as of June 30, 2024: 

June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$3,841,145 $4,763,020 7.28 %December 2027
Bulk Spirit Ltd.6,916,667 7,486,979 7.30 %February 2027
Bulk Nordic Five Ltd. (2)
10,950,000 11,595,861 3.97 %April 2028
Bulk Friendship Corp. (2)
7,933,705 8,471,002 5.29 %September 2024
Bulk Nordic Seven LLC (3)
27,656,851 28,482,063 7.06 %May 2036
Bulk Nordic Eight LLC(3)
27,648,404 28,473,392 7.06 %June 2036
Bulk Nordic Nine LLC(3)
27,790,151 28,591,644 7.06 %September 2036
Bulk Nordic Ten LLC(3)
27,913,963 28,712,632 7.06 %November 2036
Bulk Courageous Corp. (2)
8,400,000 9,000,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
11,298,484 12,097,410 4.67 %February 2029
Other (4)
371,248 — 7.89 %March 2034
Total$160,720,618 $167,674,003 
Less: unamortized issuance costs, net(2,204,262)(2,437,102)
$158,516,356 $165,236,901 
Less: current portion(21,480,421)(21,970,124)
Long-term finance lease liabilities, net$137,035,935 $143,266,777 

(1)As of June 30, 2024 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 effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
(4)The company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.


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, 2024.

Year ending December 31,Amount
(unaudited)
2024 (remainder of the year)$21,064,592 
202525,475,246 
202623,984,683 
202724,820,942 
202829,448,617 
Thereafter115,106,414 
Total minimum lease payments$239,900,494 
Less imputed interest79,179,876 
Present value of minimum lease payments160,720,618 
Less current portion(21,480,421)
Less issuance costs(2,204,262)
Long-term portion$137,035,935 
v3.24.2.u1
Derivative Instruments and Fair Value Measurements
6 Months Ended
Jun. 30, 2024
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, 2024 and December 31, 2023:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202412/31/2023Balance Sheet Location6/30/202412/31/2023
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$2,015,301 $3,751,257 Other current liabilities$— $— 
Forward freight agreements (2)
Other current assets$591,046 $— Other current liabilities $1,217,820 
Fuel swap contracts (2)
Other current assets$1,587,999 $— Other current liabilities$ $523,233 
Interest rate cap (2)
Other current assets$3,620,875 $3,384,137 Other current liabilities$— $— 

(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 six months ended June 30, 2024 and 2023:

Unrealized gain (loss) on derivative instruments
Three Months Ended Six Months Ended
Derivative instruments06/30/20246/30/202306/30/20246/30/2023
(unaudited)(unaudited)
Forward freight agreements$40,118 $(1,841,065)$1,808,866 $(1,678,501)
Fuel Swap Contracts(828,287)(726,590)$2,111,232 $(489,509)
Interest rate cap(139,334)1,219,371 $236,738 $396,157 
Total (loss) gain$(927,503)$(1,348,284)$4,156,836 $(1,771,853)
v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions RELATED PARTY TRANSACTIONS
Amounts and notes payable to related parties consist of the following:
December 31, 2023ActivityJune 30, 2024
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,490,060 237,687 $1,727,747 
Commissions payable (trade payables) (ii)$— 119,827 $119,827 

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, 2024 and 2023, the Company incurred technical management fees of approximately $764,400 and $774,000, respectively, under this arrangement. During the six months ended June 30, 2024 and 2023, the Company incurred technical management fees of approximately $1,529,000 and $1,567,000, respectively, under this arrangement.
v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
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, 2024, the remaining lease term is fourteen months.

For the three months ended June 30, 2024 and 2023, the Company recognized approximately $49,000 and $52,000, respectively, as lease expense for office leases in General and Administrative Expenses.

For the six months ended June 30, 2024 and 2023, the Company recognized approximately $98,000 and $104,000, respectively, as lease expense for 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.
v3.24.2.u1
Other Long-Term Liabilities
6 Months Ended
Jun. 30, 2024
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 roll-forward of Other Long-term Liabilities are as follows:

06/30/202412/31/2023
(unaudited)(audited)
Beginning Balance$17,936,540 $19,974,390 
Payments to non-controlling interest recorded as long-term liability(2,000,000)(2,500,000)
Earnings attributable to non-controlling interest recorded as other long term liability695,152 462,150 
Ending balance$16,631,692 $17,936,540 
v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 30, 2024
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, 2024 and 2023. 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, 2024June 30, 2023June 30, 2024June 30, 2023
(unaudited)(unaudited)
Net income$3,682,775 $2,844,540 $15,356,951 $6,318,807 
Weighted Average Shares - Basic45,276,791 44,775,438 45,245,655 44,744,039 
Dilutive effect of restricted stock awards752,111 352,534 676,617 377,980 
Weighted Average Shares - Diluted46,028,902 45,127,972 45,922,272 45,122,019 
Basic net income per share$0.08 $0.06 $0.34 $0.14 
Diluted net income per share$0.08 $0.06 $0.33 $0.14 
v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
On July 17, 2024, the Company entered into a $15.2 million Senior Secured Term Loan facility with Bulk Prudence Corp., as the borrower, secured against the MV Bulk Prudence. The loan is structured to be repaid in quarterly installments of $347,000, with a balloon payment of $8,607,000 due in July 2029. The interest rate on the loan is floating, based on the SOFR plus 1.9%.

On July 19, 2024, Bulk Brenton (MI) Corp., as an additional borrower, made a second drawdown to finance the MV Bulk Brenton, which was delivered on July 26, 2024.

On August 8, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on September 16, 2024, to all shareholders of record as of September 2, 2024.
v3.24.2.u1
Business Combinations and Asset Acquisitions
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 final 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 
v3.24.2.u1
Basis of Presentation and Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
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, 2024December 31, 2023
 (unaudited) 
Advance hire$3,095,835 $2,509,313 
Prepaid expenses6,084,609 7,072,634 
Accrued receivables11,444,395 5,777,596 
Cash margin on deposit2,015,301 3,751,257 
Derivative assets5,799,920 3,384,137 
Other current assets4,742,043 5,845,309 
 $33,182,103 $28,340,246 
Equity Method Investments
Other non-current assets were comprised of the following:

June 30, 2024December 31, 2023
(unaudited) 
Intangible Assets, net of accumulated amortization of $901,060 and $474,038 as of June 30, 2024 and December 31, 2023, respectively
$1,350,041 $1,777,063 
Investment in Seamar Management718,217 706,655 
Bay Stevedoring LLC2,435,164 1,667,093 
Investment in Narragansett Bulk Carriers (US) Corp519,975 519,975 
Other investments962,724 919,509 
 $5,986,121 $5,590,295 
Schedule of Accounts Payable and Accrued Liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:

 June 30, 2024December 31, 2023
 (unaudited) 
Accounts payable$12,020,777 $6,277,693 
Accrued expenses12,338,860 14,038,418 
Bunkers suppliers6,042,775 4,393,533 
Charter hire payable6,816,112 8,112,701 
Other accrued liabilities2,039,448 3,013,917 
 $39,257,972 $35,836,262 
v3.24.2.u1
Cash and Cash Equivalents (Tables)
6 Months Ended
Jun. 30, 2024
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, 2024December 31, 2023
(unaudited)
Money market accounts – cash equivalents$47,660,684 $38,556,005 
Time deposit accounts - cash equivalents 10,206,500 
Cash (1)
30,286,271 50,275,361 
Total cash and cash equivalents$77,946,955 $99,037,866 

(1) It consists of cash deposits at various major banks.

As of June 30, 2024 and December 31, 2023, the Company held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalentsJune 30, 2024December 31, 2023
(unaudited)
Pangaea (1)
$63,312,265 $81,652,679 
NBHC (2)
10,108,330 11,948,547 
NBP and Deck Barge (3)
4,526,360 5,436,640 
Total cash and cash equivalents$77,946,955 $99,037,866 
(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
v3.24.2.u1
Fixed Assets (Tables)
6 Months Ended
Jun. 30, 2024
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,
20242023
(unaudited) 
m/v NORDIC ODYSSEY (1)
$18,061,441 $18,949,524 
m/v NORDIC ORION (1)
18,962,946 19,789,942 
m/v NORDIC OSHIMA (1)
24,006,195 22,938,264 
m/v NORDIC OLYMPIC (1)
22,630,964 23,306,330 
m/v NORDIC ODIN (1)
22,738,376 23,411,836 
m/v NORDIC OASIS (1)
24,143,178 24,853,935 
m/v NORDIC NULUUJAAK (2) (4)
35,375,500 36,088,312 
m/v NORDIC QINNGUA (2) (4)
35,334,461 36,018,502 
m/v NORDIC SANNGIJUQ (2) (4)
34,954,762 35,623,004 
m/v NORDIC SIKU(2) (4)
35,338,838 36,009,984 
m/v BULK ENDURANCE21,235,308 21,859,034 
m/v BULK PRUDENCE26,014,033 26,533,530 
m/v BULK COURAGEOUS (4)
14,958,598 15,145,246 
m/v BULK CONCORD (4)
19,374,401 18,965,726 
m/v BULK FREEDOM7,784,090 8,150,075 
m/v BULK PRIDE10,937,446 11,194,335 
m/v BULK SPIRIT (4)
12,465,352 12,970,111 
m/v BULK SACHUEST16,082,520 16,487,253 
m/v BULK INDEPENDENCE13,187,391 13,752,517 
m/v BULK FRIENDSHIP (4)
12,381,777 12,810,712 
m/v BULK VALOR16,078,207 16,434,083 
m/v BULK PROMISE16,626,050 16,970,026 
MISS NORA G PEARL (3)
1,597,201 1,821,235 
460,269,035 470,083,516 
Other fixed assets, net4,078,745 4,181,655 
Total fixed assets, net$464,347,780 $474,265,171 
Right of Use Assets
m/v BULK XAYMACA$11,025,365 $11,623,719 
m/v BULK DESTINY18,247,547 18,770,104 
Other Right of Use Assets, net (4)
357,748 — 
$29,630,660 $30,393,823 
Advances for vessel purchases$8,500,000 $ 
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at June 30, 2024 and December 31, 2023, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at June 30, 2024 and December 31, 2023.
(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 Assets under finance lease.
v3.24.2.u1
Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt consists of the following: 
June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
11,549,454 12,512,080 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)
37,400,000 39,800,000 3.38 %June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017)
Bulk Nordic Six Ltd. - Tranche A 9,033,325 4.39 %May 2024
Bulk Pride - Tranche C 1,900,000 5.39 %May 2024
Bulk Independence - Tranche E 9,500,000 3.54 %May 2024
$50 Million Senior Secured Term Loan Facility - Dated May 16, 2024 (4)
17,600,000 — 7.83 %May 2029
Bulk Valor Corp. Loan and Security Agreement (2)
9,403,061 10,087,642 3.29 %June 2028
Bulk Promise Corp. (2)
8,993,186 9,685,334 5.45 %October 2027
Bulk Sachuest (2)
7,332,315 7,733,094 6.19 %October 2029
Total$92,278,016 $100,251,475 
Less: unamortized issuance costs, net(1,753,737)(1,053,440)
$90,524,279 $99,198,035 
Less: current portion(12,049,931)(30,751,726)
Secured long-term debt, net$78,474,348 $68,446,309 

(1)As of June 30, 2024.
(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 collateralized by the vessels m/v Bulk Endurance and is guaranteed by the Company.
Schedule of Maturities of Long-term Debt
Years ending December 31,
(unaudited)
2024 (remainder of the year)$6,004,556 
202512,128,601 
202612,290,606 
202741,607,596 
20286,975,036 
Thereafter13,271,621 
$92,278,016 
v3.24.2.u1
Finance Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule Of Finance Leases
Finance lease consists of the following as of June 30, 2024: 

June 30, 2024December 31, 2023
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk PODS Ltd.$3,841,145 $4,763,020 7.28 %December 2027
Bulk Spirit Ltd.6,916,667 7,486,979 7.30 %February 2027
Bulk Nordic Five Ltd. (2)
10,950,000 11,595,861 3.97 %April 2028
Bulk Friendship Corp. (2)
7,933,705 8,471,002 5.29 %September 2024
Bulk Nordic Seven LLC (3)
27,656,851 28,482,063 7.06 %May 2036
Bulk Nordic Eight LLC(3)
27,648,404 28,473,392 7.06 %June 2036
Bulk Nordic Nine LLC(3)
27,790,151 28,591,644 7.06 %September 2036
Bulk Nordic Ten LLC(3)
27,913,963 28,712,632 7.06 %November 2036
Bulk Courageous Corp. (2)
8,400,000 9,000,000 3.93 %April 2028
Phoenix Bulk 25 Corp. (2)
11,298,484 12,097,410 4.67 %February 2029
Other (4)
371,248 — 7.89 %March 2034
Total$160,720,618 $167,674,003 
Less: unamortized issuance costs, net(2,204,262)(2,437,102)
$158,516,356 $165,236,901 
Less: current portion(21,480,421)(21,970,124)
Long-term finance lease liabilities, net$137,035,935 $143,266,777 

(1)As of June 30, 2024 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 effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
(4)The company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.
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, 2024.

Year ending December 31,Amount
(unaudited)
2024 (remainder of the year)$21,064,592 
202525,475,246 
202623,984,683 
202724,820,942 
202829,448,617 
Thereafter115,106,414 
Total minimum lease payments$239,900,494 
Less imputed interest79,179,876 
Present value of minimum lease payments160,720,618 
Less current portion(21,480,421)
Less issuance costs(2,204,262)
Long-term portion$137,035,935 
v3.24.2.u1
Derivative Instruments and Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2024
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, 2024 and December 31, 2023:
Asset DerivativeLiability Derivative
Derivative instrumentsBalance Sheet Location06/30/202412/31/2023Balance Sheet Location6/30/202412/31/2023
(unaudited)(unaudited)
Margin accounts (1)
Other current assets$2,015,301 $3,751,257 Other current liabilities$— $— 
Forward freight agreements (2)
Other current assets$591,046 $— Other current liabilities $1,217,820 
Fuel swap contracts (2)
Other current assets$1,587,999 $— Other current liabilities$ $523,233 
Interest rate cap (2)
Other current assets$3,620,875 $3,384,137 Other current liabilities$— $— 

(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 six months ended June 30, 2024 and 2023:

Unrealized gain (loss) on derivative instruments
Three Months Ended Six Months Ended
Derivative instruments06/30/20246/30/202306/30/20246/30/2023
(unaudited)(unaudited)
Forward freight agreements$40,118 $(1,841,065)$1,808,866 $(1,678,501)
Fuel Swap Contracts(828,287)(726,590)$2,111,232 $(489,509)
Interest rate cap(139,334)1,219,371 $236,738 $396,157 
Total (loss) gain$(927,503)$(1,348,284)$4,156,836 $(1,771,853)
v3.24.2.u1
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
Amounts and notes payable to related parties consist of the following:
December 31, 2023ActivityJune 30, 2024
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:   
Affiliated companies (trade payables) (i)
$1,490,060 237,687 $1,727,747 
Commissions payable (trade payables) (ii)$— 119,827 $119,827 

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
v3.24.2.u1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2024
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, 2024.

Year ending December 31,Amount
(unaudited)
2024 (remainder of the year)$21,064,592 
202525,475,246 
202623,984,683 
202724,820,942 
202829,448,617 
Thereafter115,106,414 
Total minimum lease payments$239,900,494 
Less imputed interest79,179,876 
Present value of minimum lease payments160,720,618 
Less current portion(21,480,421)
Less issuance costs(2,204,262)
Long-term portion$137,035,935 
v3.24.2.u1
General Information and Recent Events (Details)
Jun. 30, 2024
numberOfVessel
NBHC  
Property, Plant and Equipment [Line Items]  
Ownership percentage 66.67%
NBHC | Owner of a deck barge  
Property, Plant and Equipment [Line Items]  
Ownership percentage 50.00%
NBHC | Nordic Bulk Partners LLC  
Property, Plant and Equipment [Line Items]  
Ownership percentage 50.00%
Panamax  
Property, Plant and Equipment [Line Items]  
Number of vessels 3
Ultramax Ice Class 1C  
Property, Plant and Equipment [Line Items]  
Number of vessels 2
Supramax  
Property, Plant and Equipment [Line Items]  
Number of vessels 7
Panamax Ice Class 1A  
Property, Plant and Equipment [Line Items]  
Number of vessels 6
v3.24.2.u1
Basis of Presentation and Significant Accounting Policies - Advance Hire, Prepaid Expenses and Other Current Assets (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Advance hire $ 3,095,835 $ 2,509,313
Prepaid expenses 6,084,609 7,072,634
Accrued receivables 11,444,395 5,777,596
Cash margin on deposit 2,015,301 3,751,257
Derivative assets 5,799,920 3,384,137
Other current assets 4,742,043 5,845,309
Advance hire, prepaid expenses and other current assets $ 33,182,103 $ 28,340,246
v3.24.2.u1
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accounts payable $ 12,020,777 $ 6,277,693
Accrued expenses 12,338,860 14,038,418
Bunkers suppliers 6,042,775 4,393,533
Accounts Payable, Other 6,816,112 8,112,701
Other accrued liabilities 2,039,448 3,013,917
Accounts payable accrued expenses and other current liabilities $ 39,257,972 $ 35,836,262
v3.24.2.u1
Basis of Presentation and Significant Accounting - Other Non-current Assets (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets $ 5,986,121 $ 5,590,295
Other Intangible Assets, Net 1,350,041 1,777,063
Other investments    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 962,724 919,509
Seamar Managements S.A.    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 718,217 706,655
Pangaea Logistics Solutions (US) LCC    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets 2,435,164 1,667,093
Bay Stevedoring LLC    
Schedule of Equity Method Investments [Line Items]    
Investments and Other Noncurrent Assets $ 519,975 $ 519,975
v3.24.2.u1
Basis of Presentation and Significant Accounting Policies - Additional Information (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
numberOfVessel
lease
Jun. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]    
Number of vessels chartered to customers | numberOfVessel 2  
Lease payments | $ $ 2,627 $ 1,497
Time charter, term to completion 106 days 41 days
Number of noncancelable office leases | lease 4  
Minimum    
Property, Plant and Equipment [Line Items]    
Vessel lease term 31 days  
Maximum    
Property, Plant and Equipment [Line Items]    
Vessel lease term 116 days  
v3.24.2.u1
Cash and Cash Equivalents (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]        
Money Market Funds, at Carrying Value $ 47,660,684 $ 38,556,005    
Time Deposits, at Carrying Value 0 10,206,500    
Cash 30,286,271 50,275,361    
Cash and cash equivalents 77,946,955 99,037,866    
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 77,946,955 99,037,866 $ 84,295,860 $ 128,384,606
Pangaea        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   81,652,679 63,312,265  
NBHC        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   11,948,547 10,108,330  
NBP        
Cash and Cash Equivalents [Line Items]        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   $ 5,436,640 $ 4,526,360  
v3.24.2.u1
Fixed Assets (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross $ 460,269,035   $ 470,083,516
Other fixed assets, net 4,078,745   4,181,655
Total fixed assets, net 464,347,780   474,265,171
Right of Use Assets 29,630,660   30,393,823
Proceeds from sale of vessel 0 $ 8,933,700  
Advances for vessel purchases (8,500,000) 0  
Advances for vessel purchases 8,500,000   0
Proceeds from long-term debt 17,600,000 $ 0  
mv NORDIC ODYSSEY      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 18,061,441   18,949,524
m/v NORDIC ORION      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 18,962,946   19,789,942
m/v NORDIC OSHIMA      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 24,006,195   22,938,264
m/v NORDIC OLYMPIC      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 22,630,964   23,306,330
m/v NORDIC ODIN      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 22,738,376   23,411,836
mv Nordic Bulk Oasis      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 24,143,178   24,853,935
Nordic Nuluujaak      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 35,375,500   36,088,312
Nordic Qinngua      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 35,334,461   36,018,502
NORDIC SANNGIJUQ      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 34,954,762   35,623,004
Nordic Nukilik      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 35,338,838   36,009,984
mv BULK ENDURANCE      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 21,235,308   21,859,034
mv BULK COURADEOUS      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 14,958,598   15,145,246
mv BULK Concord      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 19,374,401   18,965,726
m/v BULK FREEDOM      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 7,784,090   8,150,075
m/v BULK PRIDE      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 10,937,446   11,194,335
BULK Spirit      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 12,465,352   12,970,111
mv BULK SACHUEST      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 16,082,520   16,487,253
Mv BULK Independence      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 13,187,391   13,752,517
Bulk Friendship      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 12,381,777   12,810,712
Bulk Valor      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 16,078,207   16,434,083
mv BULK PROMISE      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 16,626,050   16,970,026
MISS NORA G PEARL      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross 1,597,201   1,821,235
m/v BULK XAYMACA      
Property, Plant and Equipment [Line Items]      
Right of Use Assets 11,025,365   11,623,719
m/v BULK DESTINY      
Property, Plant and Equipment [Line Items]      
Right of Use Assets 18,247,547   18,770,104
mv BULK TRIDENT      
Property, Plant and Equipment [Line Items]      
Right of Use Assets 357,748   0
m/v Bulk Prudence      
Property, Plant and Equipment [Line Items]      
Vessels and vessel improvements, gross $ 26,014,033   $ 26,533,530
v3.24.2.u1
Debt - Schedule of Debt (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt, gross $ 92,278,016 $ 100,251,475
Less: unamortized debt issuance and bank fees (1,753,737) (1,053,440)
Long-term Debt 90,524,279 99,198,035
Less: current portion (12,049,931) (30,751,726)
Secured long-term debt $ 78,474,348 68,446,309
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    
Debt Instrument [Line Items]    
Long-term debt, gross $ 0 9,033,325
Bulk Pride - Tranche C    
Debt Instrument [Line Items]    
Long-term debt, gross 0 1,900,000
Bulk Independence - Tranche E    
Debt Instrument [Line Items]    
Long-term debt, gross 0 9,500,000
Bulk Valor Corp Loan Agreement    
Debt Instrument [Line Items]    
Long-term debt, gross $ 9,403,061 10,087,642
Interest rate, stated percentage 3.29%  
Bulk Promise Corp Loan    
Debt Instrument [Line Items]    
Long-term debt, gross $ 8,993,186 9,685,334
Interest rate, stated percentage 5.45%  
Bulk Sachuest Loan and Security Agreement    
Debt Instrument [Line Items]    
Long-term debt, gross $ 7,332,315 7,733,094
Interest rate, stated percentage 6.19%  
$50 Million Senior Secured Term Loan Facility - Dated May 16, 2024 (4)    
Debt Instrument [Line Items]    
Long-term debt, gross $ 17,600,000 0
Period one | Tranche A | Bulk Nordic Six Ltd. - Tranche A    
Debt Instrument [Line Items]    
Interest rate, stated percentage 4.39%  
Period one | Tranche A | m/v BULK FREEDOM    
Debt Instrument [Line Items]    
Interest rate, stated percentage 7.83%  
Period one | Tranche C | Bulk Pride - Tranche C    
Debt Instrument [Line Items]    
Interest rate, stated percentage 5.39%  
Period one | Tranche E | Bulk Independence - Tranche E    
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 $ 11,549,454 12,512,080
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 $ 37,400,000 $ 39,800,000
Interest rate, stated percentage 3.38%  
v3.24.2.u1
Debt - Future Minimum Annual Payments (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Long-term Debt, Fiscal Year Maturity [Abstract]    
2024 (remainder of the year) $ 6,004,556  
Long-Term Debt, Maturity, Year One 12,128,601  
Long-Term Debt, Maturity, Year Two 12,290,606  
Long-Term Debt, Maturity, Year Three 41,607,596  
Long-Term Debt, Maturity, Year Four 6,975,036  
Thereafter 13,271,621  
Long-term Debt $ 92,278,016 $ 100,251,475
v3.24.2.u1
Finance Leases - Schedule Of Finance Leases (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Lessee, Lease, Description [Line Items]      
Total $ 160,720,618   $ 167,674,003
Less: unamortized issuance costs, net (2,204,262)   (2,437,102)
Total less unamortized issuance costs 158,516,356   165,236,901
Less: current portion (21,480,421) $ (21,970,124) (21,970,124)
Long-term finance lease liabilities, net $ 137,035,935 143,266,867 143,266,777
Interest rate cap      
Lessee, Lease, Description [Line Items]      
Interest rate cap 3.51%    
Bulk PODS Ltd., December 2027      
Lessee, Lease, Description [Line Items]      
Total $ 3,841,145   4,763,020
Interest Rate 7.28%    
Bulk Trident Ltd., June 2027      
Lessee, Lease, Description [Line Items]      
Interest Rate 7.89%    
Bulk Spirit Ltd., February 2027      
Lessee, Lease, Description [Line Items]      
Total $ 6,916,667   7,486,979
Interest Rate 7.30%    
Bulk Nordic Five Ltd., April 2028      
Lessee, Lease, Description [Line Items]      
Total $ 10,950,000   11,595,861
Interest Rate 3.97%    
Bulk Friendship Corp., September 2024      
Lessee, Lease, Description [Line Items]      
Total $ 7,933,705   8,471,002
Interest Rate 5.29%    
Bulk Nordic Seven LLC, May 2036      
Lessee, Lease, Description [Line Items]      
Total $ 27,656,851   28,482,063
Interest Rate 7.06%    
Bulk Nordic Eight LLC, June 2036      
Lessee, Lease, Description [Line Items]      
Total $ 27,648,404   28,473,392
Interest Rate 7.06%    
Bulk Nordic Nine LLC, September 2036      
Lessee, Lease, Description [Line Items]      
Total $ 27,790,151   28,591,644
Interest Rate 7.06%    
Bulk Nordic Ten LLC, November 2036      
Lessee, Lease, Description [Line Items]      
Total $ 27,913,963   28,712,632
Interest Rate 7.06%    
Bulk Courageous Corp., April 2028      
Lessee, Lease, Description [Line Items]      
Total $ 8,400,000   9,000,000
Interest Rate 3.93%    
Bulk Courageous Corp., February 2029      
Lessee, Lease, Description [Line Items]      
Total $ 11,298,484   $ 12,097,410
Interest Rate 4.67%    
Ground Lease., April 2034      
Lessee, Lease, Description [Line Items]      
Total $ 371,248 $ 0  
v3.24.2.u1
Finance Leases - Schedule of Future Minimum Lease Payments for Leases (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Leases [Abstract]      
2024 (remainder of the year) $ 21,064,592    
2025 25,475,246    
2026 23,984,683    
2027 24,820,942    
2028 29,448,617    
Thereafter 115,106,414    
Total minimum lease payments 239,900,494    
Less: unamortized issuance costs, net (79,179,876)    
Total 160,720,618   $ 167,674,003
Less: current portion (21,480,421) $ (21,970,124) (21,970,124)
Less issuance costs 2,204,262   2,437,102
Long-term portion $ 137,035,935 $ 143,266,867 $ 143,266,777
v3.24.2.u1
Derivative Instruments and Fair Value Measurements - Schedule of Derivative Instruments (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Derivatives, Fair Value [Line Items]    
Liability Derivative $ 6,042,775 $ 4,393,533
Margin accounts | Fair Value, Inputs, Level 1    
Derivatives, Fair Value [Line Items]    
Asset Derivative 2,015,301 3,751,257
Liability Derivative 0 0
Forward freight agreements | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 591,046  
Liability Derivative 1,217,820
Fuel swap contracts | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 1,587,999  
Interest rate cap | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Asset Derivative 3,620,875 3,384,137
Liability Derivative $ 0 0
Fuel | Fair Value, Inputs, Level 2    
Derivatives, Fair Value [Line Items]    
Liability Derivative   $ 523,233
v3.24.2.u1
Derivative Instruments and Fair Value Measurements - Unrealized Gain (Loss) on Derivative Instruments (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net $ (927,503) $ (1,348,284) $ 4,156,836 $ (1,771,853)
Forward freight agreements        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net 40,118 (1,841,065) 1,808,866 (1,678,501)
Fuel Swap Contracts        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net (828,287) (726,590) 2,111,232  
Derivative gain (loss)       (489,509)
Interest rate cap        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Unrealized (loss) gain on derivative instruments, net $ (139,334) $ 1,219,371 $ 236,738 $ 396,157
v3.24.2.u1
Related Party Transactions - Amounts and Notes Payable to Related Parties (Details) - Related Party
6 Months Ended
Jun. 30, 2024
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 $ 1,490,060
Activity 237,687
End of period 1,727,747
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 119,827
End of period $ 119,827
v3.24.2.u1
Related Party Transactions - Additional Information (Details)
3 Months Ended
Jun. 30, 2024
USD ($)
Related Party Transaction [Line Items]  
Technical management fees $ 764,400
v3.24.2.u1
Commitments and Contingencies - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
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 14 months   14 months
v3.24.2.u1
Other Long-Term Liabilities (Details) - USD ($)
1 Months Ended 6 Months Ended 9 Months Ended
Sep. 30, 2019
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Variable Interest Entity [Line Items]            
Other liabilities, noncurrent   $ 16,631,692     $ 17,936,540 $ 19,974,390
Payments to non-controlling interest recorded as long-term liability   (2,000,000) $ (2,500,000) $ (2,500,000)    
Earnings attributable to non-controlling interest recorded as other long term liability   695,152 $ 760,600 $ 462,150    
Other Liabilities, Noncurrent   $ 16,631,692        
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%          
v3.24.2.u1
Earnings Per Share (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]        
Net Income (Loss) Attributable to Parent $ 3,682,775 $ 2,844,540 $ 15,356,951 $ 6,318,807
Basic (in shares) 45,276,791 44,775,438 45,245,655 44,744,039
Weighted Average Number of Shares Outstanding, Diluted, Adjustment 752,111 352,534 676,617 377,980
Diluted (in shares) 46,028,902 45,127,972 45,922,272 45,122,019
Basic (in dollars per share) $ 0.08 $ 0.06 $ 0.34 $ 0.14
Diluted (in dollars per share) $ 0.08 $ 0.06 $ 0.33 $ 0.14
v3.24.2.u1
Subsequent Events (Details)
Aug. 07, 2024
$ / shares
Subsequent Event  
Subsequent Event [Line Items]  
Dividends Payable, Amount Per Share $ 0.10
v3.24.2.u1
Business Combinations and Asset Acquisitions (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]      
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment $ 1,844,100    
Goodwill 3,104,800 $ 3,104,800  
Other Intangible Assets, Net     $ 2,251,100
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    
Finite-Lived Intangible Assets, Accumulated Amortization $ 901,060    

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