Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2015 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Entity Registrant Name | Pangaea Logistics Solutions Ltd. |
Entity Central Index Key | 1,606,909 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 34,154,575 | $ 29,817,507 |
Restricted cash | 1,000,000 | 1,000,000 |
Accounts receivable (net of allowance of $4,542,781 at June 30,2015 and $4,029,669 at December 31,2014) | 21,004,625 | 27,362,216 |
Bunker inventory | 12,611,371 | 15,601,659 |
Advance hire, prepaid expenses and other current assets | 5,382,050 | 6,568,234 |
Vessels held for sale, net | 3,486,254 | 4,523,804 |
Total current assets | 77,638,875 | 84,873,420 |
Fixed assets, net | 265,713,887 | 207,667,613 |
Investments in newbuildings in-process | 15,381,477 | 38,471,430 |
Other noncurrent assets | 876,964 | 1,450,802 |
Total assets | 359,611,203 | 332,463,265 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 24,918,504 | 40,201,794 |
Related party debt | 60,618,225 | 59,102,077 |
Deferred revenue | 5,857,640 | 11,748,926 |
Current portion long-term debt | 22,204,172 | 17,807,674 |
Line of credit | 0 | 3,000,000 |
Dividend payable | 12,724,825 | 12,824,825 |
Total current liabilities | 126,323,366 | 144,685,296 |
Secured long-term debt, net | 118,047,085 | 87,430,416 |
Commitments and contingencies | 0 | 0 |
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 35,484,993 and 34,756,980 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 3,556 | 3,476 |
Additional paid-in capital | 134,261,190 | 133,955,445 |
Accumulated deficit | (24,483,234) | (36,142,727) |
Total Pangaea Logistics Solutions Ltd. equity | 109,781,512 | 97,816,194 |
Non-controlling interests | 5,459,240 | 2,531,359 |
Total stockholders' equity | 115,240,752 | 100,347,553 |
Total liabilities and stockholders' equity | $ 359,611,203 | $ 332,463,265 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,542,781 | $ 4,029,669 |
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) | 34,756,980 | 34,756,980 |
Common stock, shares outstanding (in shares) | 34,756,980 | 34,756,980 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Voyage revenue | $ 60,902,796 | $ 79,921,090 | $ 151,481,738 | $ 171,480,619 |
Charter revenue | 4,199,976 | 9,858,151 | 8,736,822 | 32,511,500 |
Revenues | 65,102,772 | 89,779,241 | 160,218,560 | 203,992,119 |
Expenses: | ||||
Voyage expense | 28,129,297 | 41,891,955 | 73,453,416 | 90,026,561 |
Charter hire expense | 15,195,199 | 33,984,808 | 39,854,594 | 77,955,869 |
Vessel operating expenses | 7,116,502 | 7,732,252 | 14,901,830 | 14,651,749 |
General and administrative | 3,916,119 | 2,352,591 | 8,234,811 | 4,928,876 |
Depreciation and amortization | 3,271,238 | 2,744,576 | 6,261,832 | 5,296,201 |
Loss (gain) on sale of vessels | 477,888 | (2,286,232) | 566,756 | (2,286,232) |
Total expenses | 58,106,243 | 86,419,950 | 143,273,239 | 190,573,024 |
Income from operations | 6,996,529 | 3,359,291 | 16,945,321 | 13,419,095 |
Other income (expense): | ||||
Interest expense, net | (1,279,933) | (1,474,773) | (2,690,704) | (2,990,652) |
Interest expense related party debt | (110,763) | (20,234) | (225,729) | (62,362) |
Imputed interest on related party long-term debt | 0 | 0 | 0 | (322,947) |
Unrealized gain (loss) on derivative instruments | 363,096 | (1,200,334) | 1,186,551 | (1,571,892) |
Other income (expense) | 60,935 | 74,227 | 144,084 | (75,773) |
Total other expense, net | (966,665) | (2,621,114) | (1,585,798) | (5,023,626) |
Net income | 6,029,864 | 738,177 | 15,359,523 | 8,395,469 |
(Income) loss attributable to noncontrolling interests | (569,227) | 491,748 | (2,298,957) | (572,259) |
Net income attributable to Pangaea Logistics Solutions Ltd. | $ 5,460,637 | $ 1,229,925 | $ 13,060,566 | $ 7,823,210 |
Earnings (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.15 | $ (0.04) | $ 0.37 | $ 0.15 |
Diluted (in dollars per share) | $ 0.15 | $ (0.04) | $ 0.37 | $ 0.15 |
Weighted average shares used to compute earnings per common share | ||||
Basic and diluted (in shares) | 35,240,373 | 13,421,955 | 35,000,012 | 13,421,955 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net income | $ 15,359,523 | $ 8,395,469 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization expense | 6,261,832 | 5,296,201 |
Amortization of deferred financing costs | 404,968 | 469,767 |
Unrealized (gain) loss on derivative instruments | (1,186,551) | 1,571,892 |
Gain from equity method investee | (61,357) | 0 |
Provision for doubtful accounts | 513,112 | (4,457) |
Loss (gain) on sales of vessels | 566,756 | (2,286,232) |
Write off unamortized financing costs of repaid debt | 25,557 | 241,522 |
Amortization of discount on related party long-term debt | 0 | 322,947 |
Share-based compensation | 305,825 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 5,844,479 | 18,077,202 |
Bunker inventory | 2,990,288 | (757,527) |
Advance hire, prepaid expenses and other current assets | 1,821,996 | 1,158,809 |
Accounts payable, accrued expenses and other current liabilities | (14,144,360) | (13,346,491) |
Deferred revenue | (5,891,286) | (9,389,418) |
Net cash provided by operating activities | 12,810,782 | 9,749,684 |
Investing activities | ||
Purchase of vessels | (44,770,740) | (15,051,116) |
Proceeds from sales of vessels | 4,523,804 | 12,400,609 |
Deposits on newbuildings in-process | (85,000) | (3,462,453) |
Drydocking costs | 0 | (287,416) |
Purchase of building and equipment | (52,936) | (228,754) |
Purchase of non-controlling interest | 250,000 | 0 |
Net cash used in investing activities | (40,634,872) | (6,629,130) |
Financing activities | ||
Proceeds of related party debt | 2,506,667 | 2,375,000 |
Payments on related party debt | (1,216,250) | (162,928) |
Proceeds from long-term debt | 45,000,000 | 13,000,000 |
Payments of financing and issuance costs | (729,866) | (137,579) |
Payments on long-term debt | (9,777,473) | (15,520,818) |
Payments on line of credit | (3,000,000) | 0 |
Common stock dividends paid | (100,000) | (100,000) |
Distribution to non-controlling interest | (521,920) | 0 |
Net cash provided by (used in) financing activities | 32,161,158 | (546,325) |
Net increase in cash and cash equivalents | 4,337,068 | 2,574,229 |
Cash and cash equivalents at beginning of period | 29,817,507 | 18,927,927 |
Cash and cash equivalents at end of period | 34,154,575 | 21,502,156 |
Disclosure of noncash items | ||
Dividends declared, not paid | 0 | 3,564,554 |
Modification of shareholder loan to on demand | 0 | 16,433,108 |
Imputed interest on related party long-term debt | 0 | 322,947 |
Cash paid for interest | $ 2,407,348 | $ 2,434,973 |
General Information
General Information | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information | General Information The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its wholly-owned subsidiaries (collectively, the “Company”, “we” or “our”). The Company is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership, chartering and operation of dry-bulk vessels. The Company's fleet is comprised of Panamax, Supramax and Handymax dry bulk carriers and the Company operates in one business segment. The Company is a holding company, incorporated under the laws of Bermuda as an exempted company on April 29, 2014 in connection with the mergers described below. Bulk Partners (Bermuda) Ltd. (“Bulk Partners”) a wholly owned subsidiary of the Company following the Mergers, is a holding company that was incorporated under the laws of Bermuda as an exempted company on June 17, 2008 by three individuals who are collectively referred to as the Founders. As of June 30, 2015 , the Company owned a fleet of 14 drybulk vessels comprised of five Panamax Ice Class 1A, three Panamax, four Supramax and two Handymax Ice Class 1A vessels with an average age of approximately 11 years . |
Completed Mergers
Completed Mergers | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Completed Mergers | Note 2 – Completed Mergers On April 30, 2014 the Company (formerly known as Quartet Holdco Ltd.) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Quartet Merger Corp. (“Quartet”), Quartet Merger Sub Ltd. (“Merger Sub”), Bulk Partners’ (at the time, Pangaea Logistics Solutions Ltd.), and the security holders of Bulk Partners (“Signing Holders”), which contemplated (i) Quartet merging with and into the Company, with the Company surviving such merger as the publicly-traded entity and (ii) Merger Sub merging with and into Bulk Partners with Bulk Partners surviving such merger as a wholly-owned subsidiary of the Company (collectively, the “Mergers”). On September 26, 2014, Bulk Partners’ Board of Directors, acting by unanimous written consent, approved the Merger Agreement and the Mergers. On September 29, 2014, Quartet held a special meeting in lieu of its annual meeting of stockholders, at which time the Quartet stockholders considered and adopted, among other matters, the Merger Agreement and the Mergers.On October 1, 2014, the parties consummated the Mergers. The Mergers were accounted for as a reverse acquisition in accordance with ASC 805-40-45-1. Under this method of accounting, Merger Sub was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Bulk Partners’ comprising the ongoing operations of the combined entity, Bulk Partners senior management comprising the senior management of the combined company, and the Bulk Partners common stockholders having a majority of the voting power of the combined entity. In accordance with guidance applicable to these circumstances, the Mergers were considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Mergers were treated as the equivalent of Bulk Partners issuing stock for the Company’s net assets, accompanied by a recapitalization. The Company’s assets were stated at their pre-combination carrying amounts, with no goodwill or other intangible assets recorded. Operations prior to the Mergers are those of Bulk Partners. The equity structure after the Mergers reflects the Company’s equity structure. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated balance sheets as of June 30, 2015 , the consolidated statements of income for the three and six months ended June 30, 2015 and 2014 and cash flows for the six months ended June 30, 2015 and 2014 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the three and six months ended June 30, 2015 and 2014 . The financial data and the other information disclosed in these notes to the consolidated financial statements related to these three and six month periods are unaudited. Certain information and disclosures included in the annual consolidated financial statements have been omitted for the interim periods disclosed pursuant to the rules and regulations of the SEC. The results of the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or other future year. 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 salvage value used in determining depreciation expense, the allowances for doubtful accounts and the discount on interest free loans. Advance hire, prepaid expenses and other current assets were comprised of the following: June 30, 2015 December 31, 2014 (unaudited) Advance hire $ 3,851,954 $ 4,345,959 Prepaid expenses 1,335,877 427,889 Other current assets 194,219 1,794,386 $ 5,382,050 $ 6,568,234 Accounts payable, accrued expenses and other current liabilities were comprised of the following: June 30, 2015 December 31, 2014 (unaudited) Accounts payable $ 16,348,655 $ 33,538,153 Accrued voyage expenses 6,762,532 4,651,503 Accrued interest 1,220,073 540,862 Other accrued liabilities 587,244 1,471,276 $ 24,918,504 $ 40,201,794 |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets At June 30, 2015 , the Company’s operating fleet consisted of 14 dry bulk vessels. The carrying amount of these vessels is as follows: June 30, December 31, Vessel 2015 2014 (unaudited) m/v BULK PANGAEA $ 20,368,405 $ 21,176,498 m/v BULK CAJUN (1) — 4,523,804 m/v BULK DISCOVERY (1) 3,486,254 3,741,375 m/v BULK PATRIOT 14,361,607 14,988,585 m/v BULK JULIANA 13,615,793 14,023,118 m/v NORDIC ODYSSEY 28,539,097 29,125,309 m/v NORDIC ORION 29,057,542 29,627,397 m/v BULK TRIDENT 16,063,979 16,430,154 m/v BULK BEOTHUK 12,940,876 13,228,238 m/v BULK NEWPORT 14,421,584 14,733,879 m/v NORDIC BARENTS 6,691,807 7,000,000 m/v NORDIC BOTHNIA 6,685,204 7,000,000 m/v NORDIC OSHIMA 33,132,711 33,615,314 m/v NORDIC OLYMPIC (2) 33,359,775 — m/v NORDIC ODIN (2) 33,555,872 — 266,280,506 209,213,671 Other fixed assets, net 2,919,635 2,977,746 Less: vessel held for sale (1) $ (3,486,254 ) $ (4,523,804 ) Total fixed assets, net $ 265,713,887 $ 207,667,613 (1) In February 2015, the Company sold the m/v Bulk Cajun for its scrap value of approximately $4,524,000 . On July 6, 2015, the Company entered into an agreement to sell the m/v Bulk Discovery. Accordingly, the net carrying value is included in current assets as vessels held for sale. (2) The m/v Nordic Olympic was delivered to the Company on February 6, 2015 and the m/v Nordic Odin was delivered to the Company on February 13, 2015. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consists of the following: June 30, 2015 December 31, 2014 (unaudited) Bulk Pangaea Secured Note (1) $ 2,428,125 $ 3,121,875 Bulk Discovery Secured Note (2) 3,068,000 3,780,000 Bulk Patriot Secured Note (1) 3,537,500 4,762,500 Bulk Cajun Secured Note (3) — 853,125 Bulk Trident Secured Note (1) 7,012,501 7,650,000 Bulk Juliana Secured Note (1) 4,394,270 5,070,312 Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement (4) 48,375,000 51,125,000 Bulk Atlantic Secured Note (2) 7,505,000 7,890,000 Bulk Phoenix Secured Note (1) 8,483,331 8,916,665 Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) 11,369,550 12,021,730 Long Wharf Construction to Term Loan 988,606 998,148 Senior Secured Term Loan Facility of $45,000,000 (Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd.) (4) 44,250,000 — Total 141,411,883 106,189,355 Less: current portion (22,204,172 ) (17,807,674 ) Less: unamortized bank fees (1,160,626 ) (951,265 ) Secured long-term debt $ 118,047,085 $ 87,430,416 (1) The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Juliana Secured Note, the Bulk Trident Secured Note and the Bulk Phoenix Secured Note are cross-collateralized by the vessels Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident and Bulk Newport and are guaranteed by the Company. (2) The Bulk Discovery Secured Note and the Bulk Atlantic Secured Note are cross-collateralized by the vessels m/v Bulk Discovery and m/v Bulk Beothuk and are guaranteed by the Company. The Bulk Discovery Secured Note was repaid on July 1, 2015. (3) The Bulk Cajun Secured Note was repaid on February 12, 2015 in conjunction with the sale of the m/v Bulk Cajun. (4) These facilities are to NBHC, of which each of the Company and its joint venture partners ST Shipping and Transport Ltd. (“STST”) and ASO 2020 Maritime S.A. ("ASO2020") own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. The Senior Secured Post-Delivery Term Loan Facility On April 15, 2013, the Company, through its wholly owned subsidiaries, Bulk Pangaea, Bulk Patriot, Bulk Juliana and Bulk Trident, entered into a $30.3 million Senior Secured Post-Delivery Term Loan Facility (the “Post-Delivery Facility”) to refinance the Bulk Pangaea Secured Term Loan Facility dated December 15, 2009, the Bulk Patriot Secured Term Loan Facility dated September 29, 2011, the Bulk Juliana Secured Term Loan Facility dated April 18, 2012, and the Bulk Trident Secured Term Loan Facility dated August 28, 2012, the proceeds of which were used to finance the acquisitions of the m/v Bulk Pangaea, the m/v Bulk Patriot, the m/v Bulk Juliana and the m/v Bulk Trident, respectively. The Post-Delivery Facility was subsequently amended on May 16, 2013 by the First Amendatory Agreement, to increase the facility by $8.0 million to finance the acquisition of the m/v Bulk Providence and again on August 28, 2013, by the Second Amendatory Facility, to increase the facility by $10.0 million to finance the acquisition of the m/v Bulk Newport. The m/v Bulk Providence was sold on May 27, 2014 on which date this tranche of the Post-Delivery Facility was repaid. The Post-Delivery Facility contains financial covenants that require the Company to maintain a minimum consolidated net worth, and require the Company to maintain a minimum EBITDA to fixed charges ratio tested annually, as defined. In addition, the facility contains other Company and vessel related covenants that, among other things, restrict changes in management and ownership of the vessel, declaration of dividends, further indebtedness and mortgaging of a vessel without the bank’s prior consent. It also requires minimum collateral maintenance, which is tested at the discretion of the lender. As of June 30, 2015 and December 31, 2014 , the Company was not in compliance with the consolidated debt service coverage ratio. Accordingly, the Company obtained a waiver from the Facility Agent. The Post-Delivery Facility is divided into six tranches, as follows: Bulk Pangaea Secured Note Initial amount of $12,250,000 , entered into in December 2009, for the acquisition of m/v Bulk Pangaea. The interest rate was fixed at 3.96% in April 2013, in conjunction with the post-delivery amendment discussed above. The amendment also modified the repayment schedule to 15 equal quarterly payments of $346,875 ending in January 2017. Bulk Patriot Secured Note Initial amount of $12,000,000 , entered into in September 2011, for the acquisition of the m/v Bulk Patriot. Loan requires repayment in 24 equal quarterly installments of $500,000 beginning in January 2012. The interest rate was fixed at 4.01% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Trident Secured Note Initial amount of $10,200,000 , entered into in April 2012, for the acquisition of the m/v Bulk Trident. Loan requires repayment in 24 equal quarterly installments of $318,750 beginning in December 2012 with a balloon payment of $2,550,000 together with the last quarterly installment. Interest was fixed at 4.29% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Juliana Secured Note Initial amount of $8,112,500 , entered into in April 2012, for the acquisition of the m/v Bulk Juliana. Loan requires repayment in 24 equal quarterly installments of $338,021 beginning in October 2012. Interest was fixed at 4.38% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Phoenix Secured Note Initial amount of $10,000,000 , entered into in May 2013, for the acquisition of m/v Bulk Newport. Loan requires repayment in 7 equal quarterly installments of $216,667 and 16 equal quarterly installments of $416,667 with a balloon payment of $1,816,659 due in July 2019. Interest is fixed at 5.09% . Other secured debt: Bulk Cajun Secured Note Initial amount of $4,550,000 , entered into in October 2011, for the acquisition of the m/v Bulk Cajun. Loan requires repayment in 16 equal quarterly installments of $284,375 beginning in January 2012 with a balloon payment of $2,000,000 together with the last quarterly installment. Interest is fixed at 6.51% . This note was repaid on February 12, 2015 in conjunction with the sale of the m/v Bulk Cajun on February 26, 2015. Bulk Discovery Secured Note Initial amount of $9,120,000 , entered into in February 2011, for the acquisition of the m/v Bulk Discovery. Loan requires repayment in 20 equal quarterly installments of $356,000 beginning in June 2011 with a balloon payment of $2,356,000 due in March 2016. Interest is fixed at a rate of 8.16% . This note was repaid on July 1, 2015. Bulk Atlantic Secured Note Initial amount of $8,520,000 , entered into on February 18, 2013, for the acquisition of m/v Bulk Beothuk. Loan requires repayment in 8 equal quarterly installments of $90,000 beginning in May 2013, 12 equal quarterly installments of $295,000 and a balloon payment of $4,260,000 due in February 2018. Interest is fixed at 6.46% . The other secured notes, as outlined above, also contain collateral maintenance ratio clauses. If the Company encountered a change in financial condition which, in the opinion of the lender, is likely to affect the Company’s ability to perform its obligations under the loan facility, the Company’s credit agreement could be cancelled at the lender’s sole discretion. The lender could then elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable, and proceed against any collateral securing such indebtedness. As of June 30, 2015 and December 31, 2014 , the Company was not in compliance with the minimum EBIDTA to fixed charges ratio. Accordingly, the Company obtained a waiver from the Facility Agent. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. And Bulk Nordic Oshima Ltd. – Dated September 17, 2014 Amended and Restated Loan Agreement Initial amount of $40,000,000 , entered into on August 6, 2012, for the acquisition of the m/v Nordic Odyssey and the m/v Nordic Orion. The agreement requires repayment in 20 quarterly installments of $1,000,000 beginning in October 2012, with an additional $1,000,000 installment payable on the 5th, 9th and 17th installment dates and a balloon payment of $17,000,000 due with the final installment. The amended agreement was entered into on September 17, 2014, to finance the purchase of the m/v Nordic Oshima, which was delivered to the Company on September 25, 2014. The amended agreement advanced $22,500,000 and requires repayment of this advance in 28 equal quarterly installments of $375,000 and a balloon payment of $12,000,000 due with the final installment. Interest on the advance related to m/v Nordic Odyssey and m/v Nordic Orion is floating at LIBOR plus 3.00% ( 3.27% at June 30, 2015 ). Interest on the advance related to m/v Nordic Oshima is floating at LIBOR plus 2.25% ( 2.52% at June 30, 2015 ). The amended loan is secured by first preferred mortgages on the m/v Nordic Odyssey, the m/v Nordic Orion and m/v Nordic Oshima, the assignment of earnings, insurances and requisite compensation of the three entities, and by guarantees of their shareholders. The amended agreement contains one financial covenant that requires the Company to maintain minimum liquidity and a collateral maintenance ratio clause which requires the aggregate fair market value of the vessel plus the net realizable value of any additional collateral provided to remain above defined ratios. As of June 30, 2015 and December 31, 2014 , the Company was in compliance with this covenant. Term Loan Facility of USD 13,100,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) Bulk Barents and Bulk Bothnia entered into a secured Term Loan Facility of $13,000,000 in two tranches of $6,500,000 which were drawn in conjunction with the delivery of the m/v Bulk Bothnia on January 23, 2014 and the m/v Bulk Barents on March 7, 2014. The loan is secured by mortgages on the m/v Nordic Bulk Barents and m/v Nordic Bulk Bothnia. The facility bears interest at LIBOR plus 2.5% ( 2.77% at June 30, 2015 ). The loan requires repayment in 22 equal quarterly installments of $163,045 (per borrower) beginning in June 2014, one installment of $163,010 (per borrower) and a balloon payment of $2,750,000 (per borrower) due in December 2019. In addition, any cash in excess of $750,000 per borrower on any repayment date shall be applied toward prepayment of the relevant loan in inverse order, so the balloon payment is prepaid first. The agreement also contains a profit split in respect of the proceeds from the sale of either vessel and a minimum value clause of not less than 100% of the outstanding indebtedness. As of June 30, 2015 , the Company was not in compliance with the minimum value clause. Accordingly, the Company deposited additional cash collateral of approximately $300,000 for each vessel on August 4, 2015. At December 31, 2014, the Company was in compliance with the minimum value clause. Senior Secured Term Loan Facility of USD 45,000,000 (Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd.) In January 2015, the Company entered into a loan agreement to finance the purchase of the m/v Nordic Odin and the m/v Nordic Olympic, which were delivered to the Company in February 2015. The agreement advanced $45,000,000 and requires repayment of this advance in 28 equal quarterly installments of $375,000 per borrower and a balloon payment of $12,000,000 per borrower due with the final installment. Interest on the facility is floating at LIBOR plus 2.0% ( 2.27% at June 30, 2015 ). The loan is secured by first preferred mortgages on the m/v Nordic Odin and the m/v Nordic Olympic, the assignment of earnings, insurances and requisite compensation of the two entities, and by guarantees of their shareholders. The agreement contains one financial covenant that requires the Company to maintain minimum liquidity and a collateral maintenance ratio clause which requires the aggregate fair market value of the vessel plus the net realizable value of any additional collateral provided to remain above defined ratios. As of June 30, 2015 the Company was in compliance with this covenant. Long Wharf Construction to Term Loan Initial amount of $1,048,000 entered into in January 2011. The loan is payable in monthly installments based on a 25 year amortization schedule with a final balloon payment of all unpaid principal and accrued interest due January 2021. Interest is floating at LIBOR plus 2.85% . The Company entered into an interest rate swap which matures January 2021 and fixes the interest rate at 6.63% . The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, as well as personal guarantees from the Founders and a corporate guarantee of the Company. The loan contains one financial covenant that requires the Company to maintain a minimum debt service coverage ratio, calculated on an annual basis. At December 31, 2014 , the Company was not in compliance with this covenant and obtained a waiver of compliance from the lender. The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: Years ending June 30, (unaudited) 2015 $ 22,204,172 2016 18,428,050 2017 33,266,539 2018 12,838,205 2019 10,678,753 Thereafter 43,996,164 $ 141,411,883 |
Derivative Instruments and Fair
Derivative Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Instruments and fair Value Measurements | Derivative Instruments and Fair Value Measurements Interest-Rate Swaps From time to time, the Company enters into interest rate swap agreements to mitigate the risk of interest rate fluctuations on its variable rate debt. At June 30, 2015 and December 31, 2014 , the Company was party to one interest rate swap, which was entered into in February 2011, as required by the 109 Long Wharf Construction Loan agreement. Under the terms of the swap agreement, the interest rate on this note is fixed at 6.63% . The Company did not elect to designate the swap as a hedge at inception, pursuant to ASC 815, Derivatives and Hedging. Accordingly, changes in the fair value are recorded in current earnings in the accompanying consolidated statements of income. The fair value of the interest rate swap agreements at June 30, 2015 and December 31, 2014 were liabilities of approximately $106,000 and $112,000 , which are included in other current liabilities on the consolidated balance sheets based on the instrument’s maturity date. The aggregate change in the fair value of the interest rate swap agreements for the six months ended June 30, 2015 and 2014 were a gain of $6,000 and a loss of $17,000 , respectively, which are reflected in the unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of income. 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). Such economic hedges do not always 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. The aggregate fair value of these FFAs was a liability of $31,500 at June 30, 2015. There were no open FFAs at December 31, 2014 . The change in the aggregate fair value of the FFAs during the six months ended June 30, 2015 and 2014 resulted in losses of $31,500 and $1,934,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of income. 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. During the six months ended June 30, 2015 and the year ended December 31, 2014 , the Company entered into various fuel swap contracts that were not designated for hedge accounting. The aggregate fair value of these fuel swaps at June 30, 2015 and December 31, 2014 are liabilities of approximately $180,000 and $1,391,000 , which are included in other current liabilities on the consolidated balance sheets. The change in the aggregate fair value of the fuel swaps during the six months ended June 30, 2015 and 2014 are gains of approximately $1,211,000 and $378,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of income. The three levels of the fair value hierarchy established by ASC 820, in order of priority are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivatives include cash, money-market accounts, restricted cash accounts and investment. Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Our Level 2 non-derivatives include our term loan account. Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 : Balance at June 30, 2015 Level 1 Level 2 Level 3 (unaudited) Margin accounts $ 100,675 $ 100,675 $ — $ — Interest rate swaps $ (105,539 ) $ — $ (105,539 ) $ — Fuel swap contracts $ (179,902 ) $ — $ (179,902 ) $ — Freight forward agreements $ (31,500 ) $ (31,500 ) Balance at December 31, 2014 Level 1 Level 2 Level 3 Margin accounts $ 439,578 $ 439,578 $ — $ — Interest rate swaps $ (112,124 ) $ — $ (112,124 ) $ — Fuel swap contracts $ (1,391,195 ) $ — $ (1,391,195 ) $ — The estimated fair values of the Company’s interest rate swap instruments, forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions December 31, 2014 Activity June 30, 2015 (unaudited) Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: To Founders $ 203,050 $ — $ 203,050 Affiliated companies (trade payables) 4,037,850 (3,098,241 ) 939,609 $ 4,240,900 $ (3,098,241 ) $ 1,142,659 Included in current related party debt on the consolidated balance sheets: Loan payable – 2011 Founders Note 4,325,000 — i $ 4,325,000 Interest payable in-kind 334,605 9,480 344,085 Loan payable to Founders 5,000,000 (1,000,000 ) 4,000,000 Loan payable – BVH shareholder (STST) 4,442,500 — ii 4,442,500 Loan payable to NBHC shareholder (STST) 22,500,000 1,253,334 ii 23,753,334 Loan payable to NBHC shareholder (ASO2020) 22,499,972 1,253,334 ii 23,753,306 Total current related party debt $ 59,102,077 $ 1,516,148 $ 60,618,225 i. Payable in cash ii Shareholder loans provided for purposes of funding the newbuilding projects In November 2014, the Company entered in to a $5 million Promissory Note (the “Note”) with Bulk Invest, Ltd., a company controlled by Founders. The Note is payable on demand and no later than January 1, 2016. Interest on the Note is 5% . The Company repaid $1,000,000 of the Note on May 22, 2015. During 2013, NBHC entered into contracts to purchase four 1A ice-class newbuildings. Shareholder loans totaling approximately $47,500,000 and $45,000,000 were made as of June 30, 2015 and December 31, 2014 , respectively, to fund the deposits on these vessels. On April 1, 2014, the non-interest bearing loans were amended to be payable on demand. BVH entered into an agreement for the construction of two new ultramax newbuildings in 2013. Shareholder loans totaling $4,447,500 at June 30, 2015 and December 31, 2014 were provided in order to make deposits on these contracts. The loans are payable on demand and do not bear interest. On October 1, 2011, the Company entered into a $10,000,000 loan agreement with the Founders, which was payable on demand at the request of the lenders (the 2011 Founders Note). The note bears interest at a rate of 5% . On January 1, 2012 the Company issued 5,675 shares of convertible redeemable preferred stock to the Founders, representing a partial repayment of the note the balance of which was $4,325,000 at June 30, 2015 and December 31, 2014 . 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 month periods ended June 30, 2015 and 2014 , the Company incurred technical management fees of approximately $655,000 and $615,000 , respectively under this arrangement. These fees are included in vessel operating expenses in the consolidated statements of income. On June 22, 2015, N.B.V. Nordic Bulk Ventures (Cyprus) Limited ("NBV"), a wholly-owned subsidiary of Pangaea Logistics Solutions Ltd. (the “Company"), acquired 24.5% of Nordic Bulk Holdings ApS (“NBH”) for $250,000 . Prior to the transaction, NBV owned 51% of NBH. This transaction follows the conversion of $4.0 million of intercompany debt held by NBV to additional share capital of Nordic Bulk Carriers AS ("NBC"). Prior to this transaction, NBC was a wholly-owned subsidiary of NBH. Following this transaction, NBV and NBH own 98% and 2% of NBC, respectively, and the Company's combined ownership of NBC is 99.5% . NBV is an entity that is consolidated pursuant to ASC 810-10 as a wholly-owned subsidiary. NBH and NBC are entities consolidated pursuant to ASC 810-10, but which are not wholly-owned. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings (Loss) Per Common Share Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) (unaudited) (unaudited) (unaudited) Numerator: Net income attributable to Pangaea Logistics Solutions Ltd. $ 5,460,637 $ 1,229,925 $ 13,060,566 $ 7,823,210 Less: dividends declared on convertible redeemable preferred stock — (1,782,277 ) — (3,564,554 ) Less: allocation of earnings to preferred shareholders — — — (2,244,089 ) Total earnings (loss) allocated to common stock $ 5,460,637 $ (552,352 ) $ 13,060,566 $ 2,014,567 Denominator: Weighted-average number of shares of common stock outstanding 35,240,373 13,421,955 (1) 35,000,012 13,421,955 (1) Basic and Diluted EPS - common stock $ 0.15 $ (0.04 ) $ 0.37 $ 0.15 (1) Bulk Partners historical weighted average number of shares outstanding multiplied by the exchange ratio established in the Merger Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is involved in legal proceedings and may become involved in other legal matters arising in the ordinary course of its business. The Company evaluates these legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows. Other In January 2013, the Company signed a shipbuilding contract for the construction of four Ice Class 1A panamax vessels at $32,600,000 each. The Company had a total of $6,520,000 and $29,786,000 on deposit at June 30, 2015 and December 31, 2014 , respectively. The first vessel was delivered on September 25, 2014. The second vessel was delivered on February 6, 2015 and the third vessel was delivered on February 13, 2015. The balance of payment due on these three vessels was financed with commercial facilities. The fourth vessel is expected to be delivered in 2016. The second installment on the last vessel, which is equal to 10% of the purchase price, becomes due and payable upon keel-laying of the vessel. The third installment of 10% is due and payable upon launching of the vessel and the balance is due upon delivery of the vessels. The Company expects to finance the final payment with a commercial facility. In December 2013, the Company entered into shipbuilding contracts for the construction of two ultramax vessels for $28,950,000 each. At June 30, 2015 and December 31, 2014 , the Company had $8,685,000 on deposit for these newbuildings. The third installments of 5% are due and payable upon keel laying of the vessels. The fourth installments of 10% are due and payable upon launching of the vessels and the balance is due upon delivery of the vessels. The Company expects to finance the final payments with commercial facilities. The total purchase obligations under the shipbuilding contracts are approximately $27,527,000 for the twelve months ending June 30, 2016 and approximately $47,767,000 for the twelve months ending June 30, 2017. 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 December 31, 2014 (unaudited) Advance hire $ 3,851,954 $ 4,345,959 Prepaid expenses 1,335,877 427,889 Other current assets 194,219 1,794,386 $ 5,382,050 $ 6,568,234 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable, accrued expenses and other current liabilities were comprised of the following: June 30, 2015 December 31, 2014 (unaudited) Accounts payable $ 16,348,655 $ 33,538,153 Accrued voyage expenses 6,762,532 4,651,503 Accrued interest 1,220,073 540,862 Other accrued liabilities 587,244 1,471,276 $ 24,918,504 $ 40,201,794 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment Schedule of Significant Acquisitions | At June 30, 2015 , the Company’s operating fleet consisted of 14 dry bulk vessels. The carrying amount of these vessels is as follows: June 30, December 31, Vessel 2015 2014 (unaudited) m/v BULK PANGAEA $ 20,368,405 $ 21,176,498 m/v BULK CAJUN (1) — 4,523,804 m/v BULK DISCOVERY (1) 3,486,254 3,741,375 m/v BULK PATRIOT 14,361,607 14,988,585 m/v BULK JULIANA 13,615,793 14,023,118 m/v NORDIC ODYSSEY 28,539,097 29,125,309 m/v NORDIC ORION 29,057,542 29,627,397 m/v BULK TRIDENT 16,063,979 16,430,154 m/v BULK BEOTHUK 12,940,876 13,228,238 m/v BULK NEWPORT 14,421,584 14,733,879 m/v NORDIC BARENTS 6,691,807 7,000,000 m/v NORDIC BOTHNIA 6,685,204 7,000,000 m/v NORDIC OSHIMA 33,132,711 33,615,314 m/v NORDIC OLYMPIC (2) 33,359,775 — m/v NORDIC ODIN (2) 33,555,872 — 266,280,506 209,213,671 Other fixed assets, net 2,919,635 2,977,746 Less: vessel held for sale (1) $ (3,486,254 ) $ (4,523,804 ) Total fixed assets, net $ 265,713,887 $ 207,667,613 (1) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: June 30, 2015 December 31, 2014 (unaudited) Bulk Pangaea Secured Note (1) $ 2,428,125 $ 3,121,875 Bulk Discovery Secured Note (2) 3,068,000 3,780,000 Bulk Patriot Secured Note (1) 3,537,500 4,762,500 Bulk Cajun Secured Note (3) — 853,125 Bulk Trident Secured Note (1) 7,012,501 7,650,000 Bulk Juliana Secured Note (1) 4,394,270 5,070,312 Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement (4) 48,375,000 51,125,000 Bulk Atlantic Secured Note (2) 7,505,000 7,890,000 Bulk Phoenix Secured Note (1) 8,483,331 8,916,665 Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) 11,369,550 12,021,730 Long Wharf Construction to Term Loan 988,606 998,148 Senior Secured Term Loan Facility of $45,000,000 (Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd.) (4) 44,250,000 — Total 141,411,883 106,189,355 Less: current portion (22,204,172 ) (17,807,674 ) Less: unamortized bank fees (1,160,626 ) (951,265 ) Secured long-term debt $ 118,047,085 $ 87,430,416 (1) The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Juliana Secured Note, the Bulk Trident Secured Note and the Bulk Phoenix Secured Note are cross-collateralized by the vessels Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident and Bulk Newport and are guaranteed by the Company. (2) The Bulk Discovery Secured Note and the Bulk Atlantic Secured Note are cross-collateralized by the vessels m/v Bulk Discovery and m/v Bulk Beothuk and are guaranteed by the Company. The Bulk Discovery Secured Note was repaid on July 1, 2015. (3) The Bulk Cajun Secured Note was repaid on February 12, 2015 in conjunction with the sale of the m/v Bulk Cajun. (4) These facilities are to NBHC, of which each of the Company and its joint venture partners ST Shipping and Transport Ltd. (“STST”) and ASO 2020 Maritime S.A. ("ASO2020") own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. |
Schedule of Maturities of Long-term Debt | The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: Years ending June 30, (unaudited) 2015 $ 22,204,172 2016 18,428,050 2017 33,266,539 2018 12,838,205 2019 10,678,753 Thereafter 43,996,164 $ 141,411,883 |
Derivative Instruments and Fa18
Derivative Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 : Balance at June 30, 2015 Level 1 Level 2 Level 3 (unaudited) Margin accounts $ 100,675 $ 100,675 $ — $ — Interest rate swaps $ (105,539 ) $ — $ (105,539 ) $ — Fuel swap contracts $ (179,902 ) $ — $ (179,902 ) $ — Freight forward agreements $ (31,500 ) $ (31,500 ) Balance at December 31, 2014 Level 1 Level 2 Level 3 Margin accounts $ 439,578 $ 439,578 $ — $ — Interest rate swaps $ (112,124 ) $ — $ (112,124 ) $ — Fuel swap contracts $ (1,391,195 ) $ — $ (1,391,195 ) $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | December 31, 2014 Activity June 30, 2015 (unaudited) Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: To Founders $ 203,050 $ — $ 203,050 Affiliated companies (trade payables) 4,037,850 (3,098,241 ) 939,609 $ 4,240,900 $ (3,098,241 ) $ 1,142,659 Included in current related party debt on the consolidated balance sheets: Loan payable – 2011 Founders Note 4,325,000 — i $ 4,325,000 Interest payable in-kind 334,605 9,480 344,085 Loan payable to Founders 5,000,000 (1,000,000 ) 4,000,000 Loan payable – BVH shareholder (STST) 4,442,500 — ii 4,442,500 Loan payable to NBHC shareholder (STST) 22,500,000 1,253,334 ii 23,753,334 Loan payable to NBHC shareholder (ASO2020) 22,499,972 1,253,334 ii 23,753,306 Total current related party debt $ 59,102,077 $ 1,516,148 $ 60,618,225 i. Payable in cash ii Shareholder loans provided for purposes of funding the newbuilding projects |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) (unaudited) (unaudited) (unaudited) Numerator: Net income attributable to Pangaea Logistics Solutions Ltd. $ 5,460,637 $ 1,229,925 $ 13,060,566 $ 7,823,210 Less: dividends declared on convertible redeemable preferred stock — (1,782,277 ) — (3,564,554 ) Less: allocation of earnings to preferred shareholders — — — (2,244,089 ) Total earnings (loss) allocated to common stock $ 5,460,637 $ (552,352 ) $ 13,060,566 $ 2,014,567 Denominator: Weighted-average number of shares of common stock outstanding 35,240,373 13,421,955 (1) 35,000,012 13,421,955 (1) Basic and Diluted EPS - common stock $ 0.15 $ (0.04 ) $ 0.37 $ 0.15 (1) Bulk Partners historical weighted average number of shares outstanding multiplied by the exchange ratio established in the Merger Agreement. |
General Information (Details Te
General Information (Details Textual) | 6 Months Ended |
Jun. 30, 2015vessel | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 14 |
Vessels Member | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment,useful life | 11 years |
Panamax Ice Class 1A [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 5 |
Panamax [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 3 |
Supramax [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 4 |
Handymax Ice Class 1A [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 2 |
Completed Mergers (Details Text
Completed Mergers (Details Textual) - Merger Agreement [Member] | Apr. 30, 2014 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||
Date of acquisition agreement | Apr. 30, 2014 | |
Name of acquired entity | Quartet Merger Corp. | |
Description of acquired entity | Quartet Merger Corp. (''Quartet''), Quartet Merger Sub Ltd. (''Merger Sub''), Bulk Partners' (at the time, Pangaea Logistics Solutions Ltd.), and the security holders of Bulk Partners (''Signing Holders''), which contemplated (i) Quartet merging with and into the Company, with the Company surviving such merger as the publicly-traded entity and (ii) Merger Sub merging with and into Bulk Partners with Bulk Partners surviving such merger as a wholly-owned subsidiary of the Company (collectively, the ''Merger''). |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advance hire | $ 3,851,954 | $ 4,345,959 |
Prepaid expenses | 1,335,877 | 427,889 |
Other current assets | 194,219 | 1,794,386 |
Advance hire, prepaid expenses and other current assets | $ 5,382,050 | $ 6,568,234 |
Basis of Presentation (Details
Basis of Presentation (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 16,348,655 | $ 33,538,153 |
Accrued voyage expenses | 6,762,532 | 4,651,503 |
Accrued interest | 1,220,073 | 540,862 |
Other accrued liabilities | 587,244 | 1,471,276 |
Accounts payable accrued expenses and other current liabilities | $ 24,918,504 | $ 40,201,794 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Vessels, net | $ 266,280,506 | $ 209,213,671 |
Other fixed assets, net | 2,919,635 | 2,977,746 |
Less: vessel held for sale | (3,486,254) | (4,523,804) |
Total fixed assets, net | 265,713,887 | 207,667,613 |
mv BULK PANGAEA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 20,368,405 | 21,176,498 |
mv BULK CAJUN [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 0 | 4,523,804 |
mv BULK DISCOVERY [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 3,486,254 | 3,741,375 |
mv BULK PATRIOT [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 14,361,607 | 14,988,585 |
mv BULK JULIANA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 13,615,793 | 14,023,118 |
mv NORDIC ODYSSEY [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 28,539,097 | 29,125,309 |
mv NORDIC ORION [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 29,057,542 | 29,627,397 |
mv BULK TRIDENT [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 16,063,979 | 16,430,154 |
mv BULK BEOTHUK [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 12,940,876 | 13,228,238 |
mv BULK NEWPORT [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 14,421,584 | 14,733,879 |
mv NORDIC BARENTS [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 6,691,807 | 7,000,000 |
mv NORDIC BOTHNIA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 6,685,204 | 7,000,000 |
mv NORDIC OSHIMA [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 33,132,711 | 33,615,314 |
mv NORDIC OLYMPIC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | 33,359,775 | 0 |
mv NORDIC ODIN [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Vessels, net | $ 33,555,872 | $ 0 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) $ in Thousands | Jun. 30, 2015 | Feb. 28, 2015USD ($) |
Property, Plant and Equipment [Line Items] | ||
Dry bulk vessels | 14 | |
mv BULK CAJUN [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, salvage value | $ 4,524 |
Debt (Details)
Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | $ 141,411,883 | $ 106,189,355 |
Less: current portion | (22,204,172) | (17,807,674) |
Less: unamortized bank fees | (1,160,626) | (951,265) |
Secured long-term debt | $ 118,047,085 | 87,430,416 |
Primary Beneficiary | ||
Debt Instrument [Line Items] | ||
Ownership Percentage | 33.33% | |
Not Primary Beneficiary | ST Shipping and Transport Ltd. (STST) [Member] | ||
Debt Instrument [Line Items] | ||
Ownership Percentage | 33.33% | |
Not Primary Beneficiary | ASO 2020 Maritime S.A. (ASO2020) [Member] | ||
Debt Instrument [Line Items] | ||
Ownership Percentage | 33.33% | |
Bulk Pangaea Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | $ 2,428,125 | 3,121,875 |
Bulk Discovery Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 3,068,000 | 3,780,000 |
Bulk Patriot Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 3,537,500 | 4,762,500 |
Bulk Cajun Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 0 | 853,125 |
Bulk Trident Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 7,012,501 | 7,650,000 |
Bulk Juliana Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 4,394,270 | 5,070,312 |
Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 48,375,000 | 51,125,000 |
Bulk Atlantic Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 7,505,000 | 7,890,000 |
Bulk Phoenix Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 8,483,331 | 8,916,665 |
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd. [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 13,000,000 | 13,000,000 |
Secured long-term debt, gross | 11,369,550 | 12,021,730 |
Long Wharf Construction to Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Secured long-term debt, gross | 988,606 | 998,148 |
Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd. [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 45,000,000 | 45,000,000 |
Secured long-term debt, gross | $ 44,250,000 | $ 0 |
Debt (Details 1)
Debt (Details 1) | Jun. 30, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,015 | $ 22,204,172 |
2,016 | 18,428,050 |
2,017 | 33,266,539 |
2,018 | 12,838,205 |
2,019 | 10,678,753 |
Thereafter | 43,996,164 |
Long-term Debt | $ 141,411,883 |
Debt (Details Textual)
Debt (Details Textual) | Jun. 30, 2015USD ($) | May. 16, 2015USD ($) | Sep. 17, 2014USD ($)installment | Aug. 28, 2013USD ($) | May. 31, 2013USD ($)installment | Apr. 30, 2013USD ($)installment | Feb. 18, 2013USD ($)installment | Aug. 06, 2012USD ($)installment | Apr. 30, 2012USD ($)installment | Oct. 31, 2011USD ($)installment | Sep. 30, 2011USD ($)installment | Feb. 28, 2011USD ($)installment | Jan. 31, 2015USD ($)installment | Dec. 31, 2012installment | Jun. 30, 2015USD ($)trancheinstallment | Jun. 30, 2014USD ($) | Feb. 18, 2015USD ($)installment | Dec. 31, 2014USD ($) | Mar. 07, 2014USD ($) | Jan. 23, 2014USD ($) | Apr. 15, 2013USD ($) | Jan. 31, 2011USD ($) | Dec. 31, 2009USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||
Minimum value cause, percent of outstanding indebtedness | 100.00% | ||||||||||||||||||||||
Number of tranches | tranche | 6 | ||||||||||||||||||||||
Cash collateral posted | $ 300,000 | ||||||||||||||||||||||
Bulk Phoenix Secured Note [Member] | Sixteen Equal Quarterly Installments [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 16 | ||||||||||||||||||||||
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | 13,000,000 | $ 13,000,000 | $ 13,000,000 | ||||||||||||||||||||
Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd. [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 45,000,000 | $ 45,000,000 | $ 45,000,000 | ||||||||||||||||||||
Secured Debt [Member] | Senior Secured Post-Delivery Term Loan Facility [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 30,300,000 | ||||||||||||||||||||||
Proceeds from issuance of debt | $ 8,000,000 | $ 10,000,000 | |||||||||||||||||||||
Secured Debt [Member] | Bulk Pangaea Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 12,250,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 3.96% | ||||||||||||||||||||||
Number of periodic payments | installment | 15 | ||||||||||||||||||||||
Periodic payment, principal | $ 346,875 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Patriot Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 12,000,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 4.01% | ||||||||||||||||||||||
Number of periodic payments | installment | 24 | ||||||||||||||||||||||
Periodic payment, principal | $ 500,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Trident Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 10,200,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 4.29% | ||||||||||||||||||||||
Number of periodic payments | installment | 24 | ||||||||||||||||||||||
Periodic payment, principal | $ 318,750 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | 2,550,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Juliana Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 8,112,500 | ||||||||||||||||||||||
Interest rate, stated percentage | 4.38% | ||||||||||||||||||||||
Number of periodic payments | installment | 24 | ||||||||||||||||||||||
Periodic payment, principal | $ 338,021 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 10,000,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 5.09% | 5.09% | |||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 1,816,659 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | Seven Equal Quarterly Installments [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 7 | ||||||||||||||||||||||
Periodic payment, principal | $ 216,667 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | Sixteen Equal Quarterly Installments [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Periodic payment, principal | $ 416,667 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Cajun Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 4,550,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 6.51% | ||||||||||||||||||||||
Number of periodic payments | installment | 16 | ||||||||||||||||||||||
Periodic payment, principal | $ 284,375 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||
Secured Debt [Member] | Bulk Discovery Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 9,120,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 8.16% | ||||||||||||||||||||||
Number of periodic payments | installment | 20 | ||||||||||||||||||||||
Periodic payment, principal | $ 356,000 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 2,356,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Atlantic Secured Note [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 8,520,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 6.46% | ||||||||||||||||||||||
Number of periodic payments | installment | 8 | ||||||||||||||||||||||
Periodic payment, principal | $ 90,000 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 4,260,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Atlantic Secured Note [Member] | Twelve Equal Quarterly Installments [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 12 | ||||||||||||||||||||||
Periodic payment, principal | $ 295,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 40,000,000 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 17,000,000 | ||||||||||||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||||||||||||
Interest rate, effective percentage | 3.27% | 3.27% | |||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | Twenty Quarterly Installments [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 20 | ||||||||||||||||||||||
Periodic payment, principal | $ 1,000,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | Additional Installment Payable on Three installment dates [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Periodic payment, principal | $ 1,000,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Debt Agreement [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 22,500,000 | ||||||||||||||||||||||
Number of periodic payments | installment | 28 | ||||||||||||||||||||||
Periodic payment, principal | $ 375,000 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 12,000,000 | ||||||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||||||
Interest rate, effective percentage | 2.52% | 2.52% | |||||||||||||||||||||
Secured Debt [Member] | Long Wharf Construction to Term Debt [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 1,048,000 | ||||||||||||||||||||||
Interest rate, stated percentage | 6.63% | 6.63% | |||||||||||||||||||||
Number of periodic payments | installment | 25 | ||||||||||||||||||||||
Basis spread on variable rate | 2.85% | ||||||||||||||||||||||
Secured Debt [Member] | Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 13,100,000 | $ 13,100,000 | $ 13,000,000 | ||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 2,750,000 | $ 2,750,000 | |||||||||||||||||||||
Debt payment terms | In addition, any cash in excess of $750,000 per borrower on any repayment date shall be applied toward prepayment of the relevant loan in inverse order, so the balloon payment is prepaid first. | ||||||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||||||
Interest rate, effective percentage | 2.77% | 2.77% | |||||||||||||||||||||
Number of tranches | tranche | 2 | ||||||||||||||||||||||
Payment terms | $ 750,000 | ||||||||||||||||||||||
Secured Debt [Member] | Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | Twenty Two Equal Quarterly Installments Per Borrower [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 22 | ||||||||||||||||||||||
Periodic payment, principal | $ 163,045 | ||||||||||||||||||||||
Secured Debt [Member] | Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | One Installment Per Borrower [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Periodic payment, principal | 163,010 | ||||||||||||||||||||||
Secured Debt [Member] | Nordic Bulk Bothina Ltd. [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Long-term line of credit | $ 6,500,000 | ||||||||||||||||||||||
Secured Debt [Member] | Nordic Bulk Barents Ltd. [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Long-term line of credit | $ 6,500,000 | ||||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd. [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Face amount | $ 45,000,000 | $ 45,000,000 | $ 45,000,000 | ||||||||||||||||||||
Periodic payment, principal | $ 12,000,000 | ||||||||||||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||||||||||||
Interest rate, effective percentage | 2.27% | 2.27% | |||||||||||||||||||||
Secured Debt [Member] | Bulk Nordic Odin Ltd. and Bulk Nordic Olympic Ltd. [Member] | Twenty Eight Equal Quarterly Installments Per Borrower [Member] | |||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||
Number of periodic payments | installment | 28 | ||||||||||||||||||||||
Periodic payment terms, balloon payment to be Paid | $ 375,000 |
Derivative Instruments and Fa30
Derivative Instruments and Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Margin Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | $ 100,675 | $ 439,578 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (105,539) | (112,124) |
Forward Freight Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (31,500) | |
Fuel Swap Contracts [Member] | Fuel [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (179,902) | (1,391,195) |
Fair Value, Inputs, Level 1 [Member] | Margin Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 100,675 | 439,578 |
Fair Value, Inputs, Level 1 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fuel Swap Contracts [Member] | Fuel [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Margin Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (105,539) | (112,124) |
Fair Value, Inputs, Level 2 [Member] | Forward Freight Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (31,500) | |
Fair Value, Inputs, Level 2 [Member] | Fuel Swap Contracts [Member] | Fuel [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | (179,902) | (1,391,195) |
Fair Value, Inputs, Level 3 [Member] | Margin Accounts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fuel Swap Contracts [Member] | Fuel [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, net asset (liability) | $ 0 | $ 0 |
Derivative Instruments and Fa31
Derivative Instruments and Fair Value Measurements (Details Textual) | 6 Months Ended | ||
Jun. 30, 2015USD ($)swap | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Number of Instruments Held | 1 | 1 | |
Interest Rate Swap [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Interest Rate | 6.63% | 6.63% | |
Liability | $ 106,000 | $ 112,000 | |
Derivative gain (loss) | 6,000 | $ (17,000) | |
Forward Contracts [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Liability | 31,500 | ||
Derivative gain (loss) | (31,500) | (1,934,000) | |
Swap [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Liability | 180,000 | $ 1,391,000 | |
Derivative gain (loss) | $ 1,211,000 | $ 378,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Schedule of Related Party Payables | |
December 31 2014 | $ 59,102,077 |
June 30, 2015 | 60,618,225 |
Accounts Payable and Accrued Liabilities [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 4,240,900 |
Activity | (3,098,241) |
June 30, 2015 | 1,142,659 |
Related Party Debt Current [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 59,102,077 |
Activity | 1,516,148 |
June 30, 2015 | 60,618,225 |
Founders [Member] | Accounts Payable and Accrued Liabilities [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 203,050 |
Activity | 0 |
June 30, 2015 | 203,050 |
Affiliated Companies [Member] | Accounts Payable and Accrued Liabilities [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 4,037,850 |
Activity | (3,098,241) |
June 30, 2015 | 939,609 |
Loan Payable 2011 Founders Note [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 4,325,000 |
Activity | 0 |
June 30, 2015 | 4,325,000 |
Interest payable in-kind [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 334,605 |
Activity | 9,480 |
June 30, 2015 | 344,085 |
Loan Payable To Founders [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 5,000,000 |
Activity | (1,000,000) |
June 30, 2015 | 4,000,000 |
Loan Payable BVH shareholder STST [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 4,442,500 |
Activity | 0 |
June 30, 2015 | 4,442,500 |
Loan payable to NBHC shareholder STST [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 22,500,000 |
Activity | 1,253,334 |
June 30, 2015 | 23,753,334 |
Loan payable to NBHC shareholder ASO2020 [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | |
Schedule of Related Party Payables | |
December 31 2014 | 22,499,972 |
Activity | 1,253,334 |
June 30, 2015 | $ 23,753,306 |
Related Party Transactions (D33
Related Party Transactions (Details Textual) | Jun. 22, 2015USD ($) | May. 22, 2015USD ($) | Jan. 01, 2012shares | Oct. 01, 2011USD ($) | Jan. 31, 2013vessel | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2013vessel | Dec. 31, 2014USD ($) | Nov. 30, 2014USD ($) |
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties, current | $ 60,618,225 | $ 60,618,225 | $ 59,102,077 | |||||||||
Proceeds from related party debt | 2,506,667 | $ 2,375,000 | ||||||||||
Technical management fees | 655,000 | $ 615,000 | ||||||||||
Four Ice Class One A Panamax Vessels [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase obligation, number of vessels | vessel | 4 | 4 | ||||||||||
Shareholder Loans To Fund Deposits On Vessels [Member] | Four Ice Class One A Panamax Vessels [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties | 47,500,000 | 47,500,000 | 45,000,000 | |||||||||
Shareholder Loans To Fund Deposits On Vessels [Member] | Two Ultramax Vessels [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties, current | 4,447,500 | 4,447,500 | 4,447,500 | |||||||||
Founder [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate, stated percentage | 5.00% | |||||||||||
Proceeds from related party debt | $ 10,000,000 | |||||||||||
Notes payable, related parties, current | $ 4,325,000 | $ 4,325,000 | $ 4,325,000 | |||||||||
Redeemable Convertible Preferred Stock [Member] | Founder [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Stock issued during period, shares, new issues | shares | 5,675 | |||||||||||
Construction Of Two New ultramax newbuildings [Member] | Two Ultramax Vessels [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Purchase obligation, number of vessels | vessel | 2 | |||||||||||
Bulk Invest, Ltd. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Face amount | $ 5,000,000 | |||||||||||
Repayments of notes payable | $ 1,000,000 | |||||||||||
Interest rate, stated percentage | 5.00% | |||||||||||
Nordic Bulk Carriers AS (NBC) [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Ownership percentage by parent (as percent) | 99.50% | 99.50% | ||||||||||
Nordic Bulk Ventures (Cyprus) Limited (NBV) [Member] | Nordic Bulk Holdings ApS (NBH) [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Business acquisition, percentage of voting interests acquired | 24.50% | |||||||||||
Business combination consideration transferred | $ 250,000 | |||||||||||
Ownership percentage prior to transaction | 51.00% | 51.00% | ||||||||||
Nordic Bulk Ventures (Cyprus) Limited (NBV) [Member] | Conversion of Intercompany Debt to Additional Shares is Subsidiary of Acquiree [Member] | Nordic Bulk Holdings ApS (NBH) [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of intercompany debt to additional capital | $ 4,000,000 | |||||||||||
Nordic Bulk Ventures (Cyprus) Limited (NBV) [Member] | Nordic Bulk Carriers AS (NBC) [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Ownership percentage by parent (as percent) | 98.00% | 98.00% | ||||||||||
Ownership percentage by noncontrolling owners (as percent) | 2.00% | 2.00% |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income attributable to Pangaea Logistics Solutions Ltd. | $ 5,460,637 | $ 1,229,925 | $ 13,060,566 | $ 7,823,210 |
Less: dividends declared on convertible redeemable preferred stock | 0 | (1,782,277) | 0 | (3,564,554) |
Less: allocation of earnings to preferred shareholders | 0 | 0 | 0 | (2,244,089) |
Total earnings (loss) allocated to common stock | $ 5,460,637 | $ (552,352) | $ 13,060,566 | $ 2,014,567 |
Denominator: | ||||
Weighted-average number of shares of common stock outstanding (in shares) | 35,240,373 | 13,421,955 | 35,000,012 | 13,421,955 |
Basic and Diluted EPS - common stock (in dollars per share) | $ 0.15 | $ (0.04) | $ 0.37 | $ 0.15 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2013USD ($)vessel | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2013USD ($)vessel | Dec. 31, 2014USD ($) | |
Commitments and Contingencies [Line Items] | |||||
Time deposits | $ 6,520,000 | $ 6,520,000 | $ 29,786,000 | ||
Second Installement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase price due and payable percentage of vessels | 10.00% | ||||
Third Installement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase price due and payable percentage of vessels | 10.00% | 5.00% | |||
Fourth Installement [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase price due and payable percentage of vessels | 10.00% | ||||
Shipbuilding Contracts [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Due in next twelve months | $ 27,527,000 | $ 27,527,000 | |||
Due in second year | 47,767,000 | 47,767,000 | |||
Four Ice Class 1A Panamax Vessels [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase obligation, number of vessels | vessel | 4 | 4 | |||
Contractual obligation | $ 32,600,000 | ||||
Two Ultramax Vessels [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Contractual obligation | $ 28,950,000 | ||||
Time deposits | $ 8,685,000 | $ 8,685,000 | $ 8,685,000 | ||
Construction Of Two New ultramax newbuildings [Member] | Two Ultramax Vessels [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Purchase obligation, number of vessels | vessel | 2 |