Cover
Cover - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2022 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Transition Report | false | |||
Entity File Number | 001-36798 | |||
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 Shares, $0.0001 par value | |||
Trading Symbol | PANL | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
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 Public Float | $ 178.4 | |||
Entity Common Stock, Shares Outstanding | 46,475,790 | |||
Amendment Flag | false | |||
Entity Central Index Key | 0001606909 | |||
Document Fiscal Year Focus | 2022 | |||
Document Fiscal Period Focus | FY | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Entity Registrant Name | PANGAEA LOGISTICS SOLUTIONS, LTD. | |||
ICFR Auditor Attestation Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Boston, Massachusetts |
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 128,384,606 | $ 56,208,902 |
Accounts receivable (net of allowance of $4,367,848 and $1,990,459 at December 31, 2022 and 2021, respectively) | 36,755,149 | 54,259,265 |
Bunker inventory | 29,104,436 | 27,147,760 |
Advance hire, prepaid expenses and other current assets | 28,266,831 | 46,347,687 |
Total current assets | 222,511,022 | 183,963,614 |
Fixed assets, net | 476,524,752 | 471,912,810 |
Deposits Assets, Noncurrent | 0 | 1,990,000 |
Investment in newbuildings in-process | 1,990,000 | |
Vessels under finance lease | 43,921,569 | 45,195,759 |
Other Assets, Noncurrent | 5,284,127 | 3,961,823 |
Total assets | 748,241,470 | 707,024,006 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 38,554,131 | 49,154,439 |
Related party notes payable | 0 | 242,852 |
Deferred revenue | 20,883,958 | 32,205,312 |
Current portion of long-term debt | 15,782,530 | 15,443,115 |
Current portion of finance lease liabilities | 16,365,075 | 14,479,803 |
Dividends payable | 626,178 | 213,765 |
Total current liabilities | 92,211,872 | 111,739,286 |
Secured long-term debt, net | 98,819,739 | 105,836,797 |
Finance lease liabilities | 168,513,939 | 170,959,553 |
Long-term liabilities - other - Note 11 | 19,974,390 | 17,806,976 |
Commitments and contingencies - Note 12 | ||
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, 45,898,395 and 45,617,840 shares issued and outstanding at December 31, 2022 and 2021, respectively | 4,590 | 4,562 |
Additional paid-in capital | 162,894,080 | 161,534,280 |
Retained Earnings | 151,327,392 | 85,663,375 |
Total Pangaea Logistics Solutions Ltd. equity | 314,226,062 | 247,202,217 |
Non-controlling interests | 54,495,468 | 53,479,177 |
Total stockholders' equity | 368,721,530 | 300,681,394 |
Total liabilities and stockholders' equity | $ 748,241,470 | $ 707,024,006 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,367,848 | $ 1,990,459 |
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 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 45,898,395 | 45,617,840 |
Common stock, shares outstanding (in shares) | 45,898,395 | 45,617,840 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||||||||||
Revenues | $ 127,900,000 | $ 184,500,000 | $ 195,600,000 | $ 191,700,000 | $ 234,600,000 | $ 213,100,000 | $ 145,500,000 | $ 125,000,000 | $ 699,706,906 | $ 718,104,388 |
Operating expenses: | ||||||||||
Voyage expense | 54,200,000 | 74,700,000 | 67,900,000 | 65,300,000 | 65,300,000 | 60,400,000 | 46,100,000 | 47,800,000 | 262,088,555 | 219,623,127 |
Charter hire expense | 28,200,000 | 50,800,000 | 65,700,000 | 77,700,000 | 115,000,000 | 103,700,000 | 62,600,000 | 53,600,000 | 222,332,197 | 334,952,823 |
Vessel operating expenses | 15,400,000 | 15,400,000 | 12,900,000 | 13,200,000 | 12,700,000 | 11,800,000 | 9,800,000 | 8,500,000 | 56,859,340 | 42,715,496 |
General and administrative | 3,900,000 | 5,800,000 | 5,100,000 | 5,300,000 | 4,300,000 | 4,400,000 | 6,000,000 | 4,200,000 | 20,103,346 | 18,966,488 |
Depreciation and amortization | 7,500,000 | 7,400,000 | 7,300,000 | 7,300,000 | 6,500,000 | 7,200,000 | 4,900,000 | 4,400,000 | 29,489,810 | 22,974,249 |
Loss on impairment of vessels | 0 | 0 | 0 | 3,000,000 | 0 | 0 | 0 | 0 | 3,007,809 | 0 |
Loss on sale of vessels | 0 | 0 | 300,000 | 0 | 0 | 0 | 0 | 0 | 318,032 | 0 |
Total operating expenses | 109,200,000 | 154,100,000 | 159,200,000 | 171,800,000 | 203,800,000 | 187,500,000 | 129,400,000 | 118,500,000 | 594,199,089 | 639,232,183 |
Income from operations | 18,700,000 | 30,400,000 | 36,400,000 | 19,900,000 | 30,800,000 | 25,600,000 | 16,100,000 | 6,500,000 | 105,507,817 | 78,872,205 |
Other (expense) income: | ||||||||||
Interest expense, net | (3,600,000) | (4,100,000) | (3,600,000) | (3,400,000) | (3,300,000) | (2,400,000) | (2,600,000) | (2,000,000) | (14,772,164) | (10,329,397) |
Income attributable to Non-controlling interest recorded as long-term liability interest expense | (800,000) | (2,400,000) | (1,700,000) | (1,800,000) | (400,000) | (300,000) | (200,000) | (300,000) | (6,717,414) | (1,184,741) |
Unrealized gain on derivative instruments | 1,200,000 | (4,500,000) | (3,500,000) | 7,500,000 | (9,800,000) | 5,300,000 | 6,300,000 | 2,000,000 | 682,323 | 3,886,201 |
Other income | 300,000 | 300,000 | 100,000 | 100,000 | 300,000 | 600,000 | (100,000) | 300,000 | 807,142 | 1,129,436 |
Total other expense, net | (2,900,000) | (10,700,000) | (8,700,000) | 2,400,000 | (13,200,000) | 3,200,000 | 3,400,000 | 0 | (20,000,113) | (6,498,501) |
Net income | 15,800,000 | 19,700,000 | 27,700,000 | 22,300,000 | 17,600,000 | 28,800,000 | 19,500,000 | 6,500,000 | 85,507,704 | 72,373,704 |
Income attributable to noncontrolling interests | (300,000) | (1,000,000) | (2,500,000) | (2,300,000) | (2,400,000) | (1,700,000) | (300,000) | (700,000) | (6,016,291) | (5,146,871) |
Net income attributable to Pangaea Logistics Solutions Ltd. | $ 15,500,000 | $ 18,700,000 | $ 25,200,000 | $ 20,000,000 | $ 15,200,000 | $ 27,100,000 | $ 19,200,000 | $ 5,800,000 | $ 79,491,413 | $ 67,226,833 |
Earnings per common share: | ||||||||||
Basic (in dollars per share) | $ 0.35 | $ 0.42 | $ 0.56 | $ 0.45 | $ 0.34 | $ 0.61 | $ 0.44 | $ 0.13 | $ 1.79 | $ 1.53 |
Diluted (in dollars per share) | $ 0.34 | $ 0.42 | $ 0.56 | $ 0.45 | $ 0.34 | $ 0.60 | $ 0.43 | $ 0.13 | $ 1.76 | $ 1.50 |
Weighted average shares used to compute earnings per common share | ||||||||||
Basic (in shares) | 44,435,664 | 44,415,575 | 44,430,487 | 44,388,960 | 44,004,980 | 44,004,980 | 43,998,424 | 43,971,352 | 44,398,987 | 43,997,311 |
Diluted (in shares) | 44,985,969 | 44,640,278 | 45,070,533 | 45,192,983 | 44,689,309 | 44,927,456 | 44,688,602 | 44,549,286 | 45,059,587 | 44,848,997 |
Voyage revenue | ||||||||||
Revenues: | ||||||||||
Revenues | $ 117,300,000 | $ 173,200,000 | $ 173,200,000 | $ 176,300,000 | $ 202,500,000 | $ 186,400,000 | $ 117,400,000 | $ 108,200,000 | $ 640,033,668 | $ 614,482,101 |
Charter revenue | ||||||||||
Revenues: | ||||||||||
Revenues | $ 10,600,000 | $ 11,300,000 | $ 22,400,000 | $ 15,400,000 | $ 32,100,000 | $ 26,700,000 | $ 28,100,000 | $ 16,700,000 | $ 59,673,238 | $ 103,622,287 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Total Pangaea Logistics Solutions Ltd. Equity | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Non-Controlling Interest |
Balance (in shares) at Dec. 31, 2020 | 45,447,751 | |||||
Balance at Dec. 31, 2020 | $ 234,431,405 | $ 182,765,765 | $ 4,545 | $ 159,581,415 | $ 23,179,805 | $ 51,665,640 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,102,897 | 2,102,897 | 2,102,897 | |||
Issuance of restricted shares, net of forfeitures (in shares) | 170,089 | |||||
Issuance of restricted shares, net of forfeitures | (150,015) | (150,015) | $ 17 | (150,032) | ||
Distribution to Non-Controlling interests | (3,333,334) | (3,333,334) | ||||
Common Stock Dividend | (4,743,263) | (4,743,263) | (4,743,263) | |||
Net income | 72,373,704 | 67,226,833 | 67,226,833 | 5,146,871 | ||
Balance at Dec. 31, 2021 | 300,681,394 | 247,202,217 | $ 4,562 | 161,534,280 | 85,663,375 | 53,479,177 |
Balance (in shares) at Dec. 31, 2021 | 45,617,840 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 1,767,726 | 1,767,726 | 1,767,726 | |||
Issuance of restricted shares, net of forfeitures (in shares) | 280,555 | |||||
Issuance of restricted shares, net of forfeitures | (407,898) | (407,898) | $ 28 | (407,926) | ||
Distribution to Non-Controlling interests | (5,000,000) | (5,000,000) | ||||
Common Stock Dividend | (13,827,396) | (13,827,396) | (13,827,396) | |||
Net income | 85,507,704 | 79,491,413 | 79,491,413 | 6,016,291 | ||
Balance at Dec. 31, 2022 | $ 368,721,530 | $ 314,226,062 | $ 4,590 | $ 162,894,080 | $ 151,327,392 | $ 54,495,468 |
Balance (in shares) at Dec. 31, 2022 | 45,898,395 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net income | $ 85,507,704 | $ 72,373,704 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization expense | 29,489,810 | 22,974,249 |
Amortization of deferred financing costs | 1,005,487 | 920,995 |
Amortization of prepaid rent | 122,343 | 115,256 |
Unrealized gain on derivative instruments | (682,323) | (3,886,201) |
Income from equity method investee | (807,142) | (1,129,436) |
Earnings attributable to non-controlling interest recorded as interest expense | 6,717,414 | 1,184,741 |
Provision for doubtful accounts | 2,377,389 | 1,559,378 |
Loss on impairment of vessels | 3,007,809 | 0 |
Loss on sales of vessels | 318,032 | 0 |
Drydocking costs | (6,019,126) | (8,075,813) |
Share-based compensation | 1,767,726 | 2,102,897 |
Change in operating assets and liabilities: | ||
Accounts receivable | 15,126,727 | (26,666,490) |
Bunker inventory | (1,956,676) | (11,181,513) |
Advance hire, prepaid expenses and other current assets | 19,086,893 | (24,935,427) |
Accounts payable, accrued expenses and other current liabilities | (8,939,313) | 16,983,215 |
Deferred revenue | (11,321,354) | 19,405,751 |
Net cash provided by operating activities | 134,801,400 | 61,745,306 |
Investing activities | ||
Purchase of vessels and vessel improvements | (35,740,482) | (194,620,582) |
Proceeds from sale of vessels | 8,400,000 | 0 |
Advances for Vessel Purchases | 0 | (1,990,000) |
Purchase of equipment and internal use software | (653,452) | (42,963) |
Contribution Payments To Acquire Non-Controlling Interest | (515,162) | (1,138,835) |
Net cash used in investing activities | (28,509,096) | (197,792,380) |
Financing activities | ||
Proceeds from long-term debt | 8,500,000 | 79,150,000 |
Payments of financing and issuance costs | (466,544) | (2,046,450) |
Payments of long-term debt | (15,443,115) | (61,960,469) |
Proceeds from finance leases | 15,000,000 | 141,166,978 |
Payments on finance lease obligation | (15,834,059) | (9,919,514) |
Repayments of Other Long-term Debt | (5,000,000) | (2,500,000) |
Dividends paid to non-controlling interests | (5,000,000) | (3,333,334) |
Common stock accrued dividends paid | (13,414,984) | (5,535,261) |
Cash paid for incentive compensation shares relinquished | (407,898) | (150,015) |
Contributions from non-controlling interests | 0 | 9,182,423 |
Payments to non-controlling interest recorded as long-term liability | (2,050,000) | (195,598) |
Net cash (used in) provided by financing activities | (34,116,600) | 143,858,760 |
Net increase in cash and cash equivalents | 72,175,704 | 7,811,686 |
Cash and cash equivalents at beginning of period | 56,208,902 | 48,397,216 |
Cash and cash equivalents at end of period | 128,384,606 | 56,208,902 |
Disclosure of noncash items | ||
Cash paid for interest | $ 14,906,972 | $ 9,088,684 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information | GENERAL INFORMATION Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, the “Company” or “Pangaea”) provides seaborne drybulk logistics and transportation services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage planning, and technical vessel management. At December 31, 2022 the Company owned three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax vessels. The Company owns two-thirds of consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge. |
Nature of Organization
Nature of Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Organization | NATURE OF ORGANIZATION The consolidated financial statements include the operations of Pangaea Logistics Solutions Ltd. and its wholly-owned subsidiaries (collectively referred to as “the Company”), as well as other entities consolidated pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation . A summary of the Company’s consolidation policy is provided in Note 3. A summary of the Company’s variable interest entities is provided at Note 5. At December 31, 2022 and 2021, entities that are consolidated pursuant to ASC 810-10 include the following wholly-owned subsidiaries: • Bulk Partners (Bermuda) Ltd. (“Bulk Partners”) – a corporation that was duly organized under the laws of Bermuda. The primary purpose of this corporation is a holding company. • Phoenix Bulk Carriers (BVI) Limited (“PBC”) – a corporation that was duly organized under the laws of the British Virgin Islands. The primary purpose of this corporation is to provide logistics services to its customers, and to manage and operate ocean-going vessels. • Phoenix Bulk Management Bermuda Limited (“PBM”) – a corporation that was duly organized under the laws of Bermuda. Certain of the administrative management functions of PBC have been assigned to PBM. • Americas Bulk Transport (BVI) Limited – a corporation that was duly organized under the laws of the British Virgin Islands. The primary purpose of this corporation is to charter ships. • Bulk Ocean Shipping (Bermuda) Ltd. – a corporation that was duly organized under the laws of Bermuda. The primary purpose of this corporation is to manage the fuel procurement of the chartered vessels. • Phoenix Bulk Carriers (US) LLC – a corporation that duly organized under the laws of Delaware. The primary purpose of this corporation is to act as the U.S. administrative agent for the Company. • Allseas Logistics Bermuda Ltd. – a corporation that was duly organized under the laws of Bermuda. The primary purpose of this corporation is the Treasury Agent for the group of Companies. • Narragansett Bulk Carriers (US) Corp. - a corporation organized in July 2012 under the laws of Rhode Island. The primary purpose of this corporation is to manage and operate ocean-going vessels. • Bulk Pangaea Limited (“Bulk Pangaea”) – a corporation that was duly organized under the laws of Bermuda. Bulk Pangaea was established in September 2009 for the purpose of acquiring the m/v Bulk Pangaea. • Bulk Trident Ltd. (“Bulk Trident”) – a corporation that was duly organized under the laws of Bermuda. Bulk Trident was established in August 2012 for the purpose of acquiring the m/v Bulk Trident. • Bulk Phoenix Ltd. (“Bulk Phoenix”) – a corporation that was duly organized under the laws of Bermuda. Bulk Phoenix was established in July 2013 for the purpose of acquiring the m/v Bulk Newport. • 109 Long Wharf LLC (“Long Wharf”) – a limited liability company that was duly organized under the laws of Delaware for the objective and purpose of holding real estate located in Newport, Rhode Island. • Nordic Bulk Ventures (Cyprus) Limited (“NBV”) – a corporation that was duly organized in April 2009 under the laws of Cyprus. NBV is the holding company of Nordic Bulk Carriers AS (“NBC”). NBC specializes in ice trading, as well as the carriage of a wide range of commodities, including cement clinker, steel scrap, fertilizers, and grains. • Nordic Bulk Carriers Singapore Pte. Ltd. ("NBS") - a corporation that was duly organized in March 2014 under the laws of Singapore. NBS focuses on chartering and operating bulk carriers trading in a wide range of commodities; and is a wholly-owned subsidiary of NBC. • Nordic Bulk Ventures Holding Company Ltd. (“BVH”) – a corporation that was duly organized under the laws of Bermuda. BVH was established in August 2013 for the purpose of owning Bulk Nordic Five Ltd. (“Five”) and Bulk Nordic Six Ltd. (“Six”). Five and Six are corporations that were duly organized under the laws of Bermuda in November 2013 for the purpose of owning m/v Bulk Destiny and m/v Bulk Endurance, Ultramax newbuildings delivered in January 2017. The Company acquired its joint venture partner's 50% interest in January 2017 for $0.8 million after which BVH is a wholly-owned subsidiary of the Company. • Bulk Freedom Corp. (“Bulk Freedom”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Freedom was established in May 2017 for the purpose of acquiring the m/v Bulk Freedom. • Bulk Pride Corp. (“Bulk Pride”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Pride was established in October 2017 for the purpose of acquiring the m/v Bulk Pride. • Flintstone Ventures Limited ("FVL") - a corporation that was duly organized under the laws of the Province of Nova Scotia on March 17, 2017. FVL focuses on the carriage of specialized cargo. • Bulk PODS Ltd. (“Bulk PODS”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk PODS was established in April 2018 for the purpose of acquiring the m/v Bulk PODS. The vessel was renamed m/v Bulk Xaymaca in 2022. • Bulk Spirit Ltd. (“Bulk Spirit”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Spirit was established in October 2018 for the purpose of acquiring the m/v Bulk Spirit. • Bulk Independence Ltd. (“Bulk Independence”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Independence was established in May 2019 for the purpose of acquiring the m/v Bulk Independence. • Bulk Friendship Ltd. (“Bulk Friendship”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Friendship was established in September 2019 for the purpose of acquiring the m/v Bulk Friendship. • Bulk Courageous Corp. (“Bulk Courageous”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Courageous was established in January 2021 for the purpose of acquiring the m/v Bulk Courageous. • Bulk Valor Corp. (“Bulk Valor”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Valor was established in May 2021 for the purpose of acquiring the m/v Bulk Valor. • Bulk Promise Corp. (“Bulk Promise”) – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Promise was established in April 2021 for the purpose of acquiring the m/v Bulk Promise. • Phoenix Bulk 25 Corp. (“Phoenix Bulk 25”) – a corporation that was duly organized under the laws of the Marshall Islands. Phoenix Bulk 25 was established in November 2021 for the purpose of acquiring the m/v Bulk Concord. • Bulk Sachuest Corp. (“Bulk Sachuest") – a corporation that was duly organized under the laws of the Marshall Islands. Bulk Sachuest was established in August 2022 for the purpose of acquiring the m/v Bulk Sachuest. At December 31, 2022 and 2021, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following: • Nordic Bulk Holding Company Ltd. (“NBHC”) - a corporation that was duly organized under the laws of Bermuda. NBHC was established in October 2012, for the purpose of owning Bulk Nordic Odyssey Ltd. (“Bulk Odyssey”) and Bulk Nordic Orion Ltd. (“Bulk Orion”) and to invest in additional vessels through its wholly-owned subsidiaries. On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) from one of NBHC’s shareholders. The Company owns two-thirds equity interest of NBHC after the acquisition and the remainder one-third equity interest is owned by a third-party at December 31, 2022. The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct its activities through time charter arrangements with NBC covering all of its owned vessels. Accordingly, the Company has consolidated NBHC for the years ended December 31, 2022 and 2021. Bulk Odyssey, Bulk Orion, Bulk Nordic Oshima Ltd. (“Bulk Oshima”), Bulk Nordic Olympic Ltd. (“Bulk Olympic”), Bulk Nordic Odin Ltd. (“Bulk Odin”) and Bulk Nordic Oasis Ltd. (“Bulk Oasis”), corporations duly organized under the laws of Bermuda between March 2012 and February 2015, are owned by NBHC. These entities were established for the purpose of owning m/v Nordic Odyssey, m/v Nordic Orion, m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis, respectively. On December 23, 2020 NBHC formed two new wholly owned subsidiaries, Bulk Nordic Odyssey (MI) Corp., and Bulk Nordic Orion (MI) Corp. for the purpose of transferring ownership of the m/v Nordic Odyssey and m/v Nordic Orion to these companies respectively. On January 21, 2021 NBHC formed four new wholly owned subsidiaries, Bulk Nordic Oasis (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oshima (MI) Corp. for the purpose of transferring ownership of the m/v Nordic Oasis, m/v Nordic Odin, m/v Nordic Olympic and m/v Nordic Oshima to these companies respectively. • Venture Logistics NL Inc. ("VLNL") - a corporation that was duly organized m/v in Newfoundland and Labrador, Canada on October 19, 2018. VLNL was established for the purpose of owning and operating a deck barge. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company and its subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the preparation of the consolidated financial statements. Basis of Presentatio n The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity. All intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior periods to conform to current period presentation. Principles of Consolidation The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests. Amounts pertaining to the non-controlling interests and redeemable noncontrolling interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest and redeemable noncontrolling interests in the accompanying consolidated balance sheets. As part of the Company’s consolidation process, all intercompany balances and transactions are eliminated in the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for doubtful accounts and the estimate of salvage value used in determining vessel depreciation expense. Revenue Recognition Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage. Estimated losses under a voyage charter are provided for in full at the time such losses become probable. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. The voyage charter party generally has a “demurrage” or “despatch” clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The demurrage and despatch represent variable consideration which is estimated at contract inception. Voyage revenue recognized is presented net of address commissions. Charter revenues relate to a time charter arrangement under which 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, as the charters do not fall under the scope of ASC 606. Revenue is not earned when vessels are offhire. Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied. The contract fulfillment costs consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third party vessels that are chartered-in. The fuel consumption and any port expenses incurred prior to arrival at the load port during this period are capitalized and recorded in Bunker inventory and Advance hire, prepaid expenses and other current assets, respectively in the Consolidated Balance Sheets and are amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage expense. As of December 31, 2022 and 2021, the Company recognized $2.3 million and $3.7 million, respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred prior to commencement of loading. These costs are recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheet and are expensed as part of Voyage expense and Charter hire expense. Similarly, for any third party vessels that are chartered-in, the charter hire expenses during this period are capitalized and recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheets and are expensed as part of Charter hire expense. The performance obligations under our contracts are transportation services, which are received and consumed by our customers over time, as we perform the services. Revenues are recognized using the input method, proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. Under the ASC 606 revenue recognition standard, voyage revenue is recognized over the period between load port and discharge port. Costs to fulfill contracts for voyages for which loading has not commenced are recognized as assets and amortized pro rata over the period between load and discharge. Costs to obtain a contract are expensed as incurred, as provided by a practical expedient, since all such costs are expected to be amortized over less than one year. Assets and liabilities related to our voyage contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. Contract assets also include accounts receivable for amounts billed and currently due from customers, which are reported at their net estimated realizable value. The Company maintains reserves against its accounts receivable for potential credit losses, which were immaterial for the years ended December 31, 2022 and 2021, respectively. Other contract assets include accrued receivables which arise when revenue is recognized in advance of billing for certain voyage contracts and hire paid to ship-owners in advance. Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date. Deferred Revenue Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue. Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date. Voyage Expenses The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker 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 time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. Vessel Operating Expenses Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees. 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. These expenses are recognized as incurred. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant customers, and their relative financial stability. However, current economic conditions could impact the collectability of certain customers' trade receivables, which could have a material effect on the Company's results of operations. Derivative instruments are recorded at fair value. The Company does not have any off-balance sheet credit exposure related to its customers. At December 31, 2022, two customers accounted for 37% of the Company’s trade accounts receivable. At December 31, 2021, there were two customers that accounted for 28% of the Company’s trade accounts receivable. At December 31, 2022, fourteen customers in the United States, four customers in Canada, fifteen customers in the Singapore, one customer in Barbados accounted for 68% of accounts receivable. At December 31, 2021, thirteen customers in the United States, five customers in Canada and seven customers in the United Kingdom accounted for 56% of accounts receivable. For the year ended December 31, 2022, the Company had one country that accounted for at least 10% of revenue; the United States (twenty-seven representing 25%). For the year ended December 31, 2021, revenue from customers in each of the following countries accounted for at least 10% of total revenue; the United States (twenty-six representing 22%), Canada (seven representing 11%) and the United Kingdom (twelve representing 10%). For the year ended December 31, 2022 1 customer accounted for 10% or more of total revenue. For the year ended December 31, 2021, there were no customers accounting for 10% of total revenue. Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. Allowance for Doubtful Accounts The Company provides a specific reserve for significant outstanding accounts that are considered potentially uncollectible in whole or in part. In addition, the Company’s policy based on experience is to establish a reserve equal to approximately 25% of accounts receivable balances that are 30-180 days past due and approximately 50% of accounts receivable balances that are 180 or more days past due, and which are not otherwise reserved. The reserve estimates are adjusted as additional information becomes available, or as payments are made. At December 31, 2022 and 2021, the Company has provided an allowance for doubtful accounts of $4,367,848 and $1,990,459 respectively, for amounts that are not expected to be fully collected. The provision for doubtful accounts was $2,377,389 in 2022 and $1,559,378 in 2021. The Company had no write offs during 2022 and $1,464,957 during 2021, which amount was previously included in the allowance, because these amounts were determined to be uncollectible. Bunker Inventory Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel. Inventory is measured at the lower of cost under the first-in, first-out method or net realizable value. Advance Hire, Prepaid Expenses and Other Current Assets Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date. Hire is typically paid in advance for the following fifteen days, but intervals vary by time-charter contract. Prepaid expenses include advance funding to the technical manager for vessel operating expenses, lubricating oils and stores kept on board owned vessels, certain voyage expenses paid in advance and direct costs incurred to fulfill a COA ("Contract of Affreightment"). These specifically identified costs are used to satisfy the contract and are expected to be recovered over the term of the COA. Such costs are amortized on a straight-line basis and charged equally to each of the voyages under the contract. Accrued receivables include accrued demurrage and balance of freight receivable. Other assets include deposits held by counterparties to various derivative instruments and the fair value of derivative instruments when it exceeds the settlement price of the instrument. At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: 2022 2021 Advance hire $ 3,491,835 $ 12,014,451 Prepaid expenses 4,777,648 5,956,195 Accrued receivables 7,721,500 17,009,957 Margin Deposit 3,239,947 5,464,379 Other current assets 9,035,901 5,902,705 Total $ 28,266,831 $ 46,347,687 Other Non-current Assets At December 31, other non-current assets were comprised of the following: Name 2022 2021 Investment in Seamar Managements S.A. $ 598,725 $ 428,572 Investment in Pangaea Logistics Solutions (US) LLC 3,954,605 3,533,251 Investment in Narragansett Bulk Carriers (US) Corp 234,141 — Other investments 496,656 — Total $ 5,284,127 $ 3,961,823 Vessels and Depreciation Vessels are stated at cost, which includes contract price and acquisition costs. Significant improvements to vessels are capitalized; maintenance and repairs that do not improve or extend the lives of the vessels are expensed as incurred. Depreciation is provided using the straight-line method over the remaining estimated useful lives of the vessels (excluding the time a vessel is in dry dock), based on cost less salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of $300 per ton, which was determined by reference to quoted rates and is reviewed annually. The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of the current fleet are 11 - 24 years. The Company does not incur depreciation expense when vessels are taken out of service for dry docking. Vessels held for sale are carried at estimated fair value less cost to sell. No additional depreciation expense is recorded for vessels categorized as held for sale. Deferred Drydock Cost Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 year period until next dry docking for vessels older than 15 years at time of dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale. 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 significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be calculated. Measurement of the impairment loss is based on the fair value of the asset as provided by third parties. During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The impairment analysis did not indicate any impairment on the remaining fleet. Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing. The Company concluded that no triggering event had occurred during the twelve months ended December 31, 2021 which would require impairment testing. Financing Costs Qualifying expenses associated with commercial financing and fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets. The components of net debt issuance costs and bank fees, which are included in secured long-term debt on the consolidated balance sheets are as follows: December 31, 2022 2021 Debt issuance costs and bank fees paid to financial institutions $ 7,627,351 $ 7,160,807 Less: accumulated amortization (3,162,492) (2,157,005) Unamortized debt issuance costs and bank fees $ 4,464,859 $ 5,003,802 Amortization included in interest expense $ 1,005,487 $ 920,995 Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses are as follows: December 31, 2022 2021 Accounts payable $ 9,979,451 $ 7,029,861 Accrued expenses 11,795,973 16,254,253 Bunkers suppliers 6,526,725 9,260,262 Charter hire payable 9,337,941 14,060,856 Note Payable — 2,549,207 Other accrued liabilities 914,041 — Total $ 38,554,131 $ 49,154,439 Taxation The Company is not subject to corporate income taxes on its profits in Bermuda because Bermuda does not impose an income tax. NBC, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax. NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not determined based on taxable income, NBC’s tax expense of approximately $443,000 and $605,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2022 and 2021, respectively. Shipping income derived from sources outside the United States is not subject to any Unites States federal income tax. U.S. sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation can also be considered exempt from U.S. federal income taxation. The exemption requires a number of tests be met including qualifying income earned subject to an equivalent exemption in a qualified country and a qualified foreign corporation meeting the qualified foreign country, qualified income, stock ownership tests and substantiation requirements. The Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883. To the extent the Company is unable to qualify for the exemption, the Company would be subject to U.S. federal income taxation of 4% of its U.S. shipping income on a gross basis without deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to federal income tax of up to 21% and a 30% branch profits tax. The company believes that none of its U.S. source shipping income is effectively connected with the conduct of a U.S. trade or business. Since earnings from shipping operations of the Company are not subject to U.S. or foreign income taxation, the Company has not recorded income tax expense, deferred tax assets or liabilities for the years ended December 31, 2022 and 2021. Where required, the Company complies with income tax filings in its various jurisdictions of operations. As of December 31, 2022 and 2021, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2017. Restricted Common Share Awards Compensation cost of restricted share awards is measured using the grant date fair value of the Company's common shares, as quoted on the Nasdaq Capital Market, multiplied by the total number of shares granted with no forfeiture rate applied. Compensation cost is amortized according to the vesting period indicated in the grant agreement. Total compensation cost recognized during the years ended December 31, 2022 and 2021 is $1,767,726 and $2,102,897, respectively, which is included in general and administrative expenses in the consolidated statements of income. Dividends Dividends on common stock are recorded when declared by the Board of Directors. Refer to Note 14, "Stock Incentive Plans and Non-controlling interest" for additional information related to common stock dividends. Noncontrolling Interests Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Balance Sheets and, in the case of Redeemable noncontrolling interests, within the long-term liabilities section of the Consolidated Balance Sheets. Earnings per Common Share Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the treasury stock method. Under this method, the amount of unrecognized compensation cost related to future services by employees who were awarded restricted shares is assumed to be used to repurchase common stock at the average market price during the period. The incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS. The Company does not have any anti-Dilutive Securities. Foreign Exchange The Company conducts all of its business in U.S. dollars; the functional currency of the Company is the US dollar. Accordingly, transactions denominated in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the transactions. There are no foreign exchange transaction gains or losses reflected in the consolidated statements of income. Derivatives and Hedging Activities The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. The Company’s interest rate swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized and realized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income. Derivative instruments are measured at fair value and are recorded as assets or liabilities. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges. Segment Reporting Operating segments are components of a business that are evaluated regularly by the chief operating decision maker ("CODM") for the purpose of assessing performance and allocating resources. Based on the information that the CODM uses, including consideration of whether discrete financial information is available for the business activities, the Company has identified multiple operating segments which have been aggregated based on considerations such as the nature of its services, customers, operations and economic characteristics. The Company has determined that it operates under one reportable segment. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments. The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest rates associated with these related credit facilities. At December 31, 2022, the Company has five fully fixed rate debt facilities and one facility which is fixed in part. At December 31, 2021, the Company has three fully fixed rate debt facilities and one facility which was fixed in part. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: December 31, 2022 2021 Carrying amount of fixed rate long-term debt $ 113,589,539 $ 105,109,129 Fair value of fixed rate long-term debt $ 103,455,979 $ 107,624,096 Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820. Leases During time charter agreements, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company had identified that time charter agreements contain a lease. Accordingly, the Company accounts for amounts earned under these agreements in accordance with Topic 842. During time charter agreements, the Company is responsible for operating and maintaining the vessels. These costs are recorded as vessel operating expense in the Consolidated Statements of Income. At December 31, 2022, the Company had four vessels chartered to customers under time charters that contain leases. These four leases varied in original length from 20 days to 105 days. At December 31, 2022, lease payments due under these arrangements totaled approximately $2,789,000 and each of the time charters were due to be completed in one hundred five days or less. At December 31, 2021, the Company had thirteen vessels chartered to customers under time charters that contain leases. These thirteen leases varied in original length from 20 days to 105 days. At December 31, 2022, lease payments due under these arrangements totaled approximately $9,032,000 and each of the time charters were due to be completed in sixty-four days or less. The Company does not have any sales-type or direct financing leases. Adoption of the lessee provisions of this guidance did not have a material impact on the Company's consolidated financial statements because the Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected. Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard. In addition, the Company has two non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material. Recent 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 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES The Company has evaluated all of its wholly and partially-owned entities, as well as entities with common ownership or other relationships, pursuant to ASC 810. A summary of the Company’s consolidation policy is provided in Note 3. The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2022. The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2021. We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. The results of operations and financial position of these VIEs are included in our consolidated financial statements. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows: (Dollars in millions, figures may not foot due to rounding) December 31, 2022 Ship-owning (1) NBHC NBC Long Wharf VLNL NBP Total assets $ 116.6 $ 128.1 $ 62.3 $ 1.9 $ 0.5 $ 152.0 Total liabilities $ 123.4 $ 57.8 $ 30.2 $ 1.9 $ — $ 143.9 Total stockholders' (deficit)/equity $ (6.8) $ 70.3 $ 32.1 $ — $ 0.5 $ 8.1 Non-controlling interest (2) $ — $ 53.3 $ — $ — $ 1.2 $ — December 31, 2021 (Dollars in millions, figures may not foot due to rounding) Ship-owning (1) NBHC NBC Long Wharf VLNL NBP Total assets $ 129.4 $ 123.9 $ 72.9 $ 1.9 $ 0.9 $ 161.2 Total liabilities $ 135.6 $ 57.4 $ 50.6 $ 2.0 $ — $ 146.6 Total stockholders' (deficit)/equity $ (6.2) $ 66.5 $ 22.4 $ — $ 0.9 $ 14.6 Non-controlling interest (2) $ — $ 52.0 $ — $ — $ 1.4 $ — (1) Includes all wholly-owned subsidiaries, refer to Note 2 "Nature of Organization" for additional information. (2) Non-controlling interest is held by third parties. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS At December 31, fixed assets consisted of the following: 2022 2021 Vessels and vessel upgrades $ 565,107,408 $ 554,241,221 Capitalized dry docking 15,409,851 13,414,394 580,517,259 567,655,615 Accumulated depreciation and amortization (106,652,852) (97,943,561) Vessels, vessel upgrades and capitalized dry docking, net 473,864,407 469,712,054 Land and building 2,541,085 2,541,085 Computers, equipment and internal use software 2,311,076 1,975,603 Other fixed assets 4,852,161 4,516,688 Accumulated depreciation (2,191,816) (2,315,932) Other fixed assets, net 2,660,345 2,200,756 Total fixed assets, net $ 476,524,752 $ 471,912,810 Advances for vessel purchases $ — 1,990,000 At December 31, vessels under finance leases consisted of the following: 2022 2021 Vessels under finance lease $ 56,061,223 53,601,534 Accumulated depreciation and amortization (12,139,654) (8,405,775) Vessels under finance lease, net $ 43,921,569 $ 45,195,759 The net carrying value of the Company’s fleet consists of the following: December 31, 2022 2021 Owned vessels m/v BULK PANGAEA $ — $ 11,802,463 m/v NORDIC ODYSSEY (1) 20,685,092 22,456,407 m/v NORDIC ORION (1) 21,406,429 23,057,114 m/v NORDIC OSHIMA (1) 24,292,108 25,612,412 m/v NORDIC OLYMPIC (1) 24,627,857 25,982,802 m/v NORDIC ODIN (1) 24,726,033 26,073,841 m/v NORDIC OASIS (1) 26,232,723 27,650,350 m/v NORDIC NULUUJAAK (2) (4) 37,518,857 38,949,402 m/v NORDIC QINNGUA (2) (4) 37,428,322 38,838,142 m/v NORDIC SANNGIJUQ (2) (4) 37,000,230 38,377,457 m/v NORDIC SIKU (2) (4) 37,393,171 38,776,359 m/v BULK ENDURANCE 23,106,438 23,069,545 m/v BULK COURAGEOUS (4) 15,755,839 16,356,730 m/v BULK CONCORD (4) 19,394,966 — m/v BULK NEWPORT 10,211,578 11,566,639 m/v BULK FREEDOM 7,464,118 8,476,937 m/v BULK PRIDE 12,174,942 13,560,656 m/v BULK SPIRIT (4) 11,703,170 12,293,336 m/v BULK SACHUEST 17,188,278 — m/v BULK INDEPENDENCE 14,879,681 13,466,530 m/v BULK FRIENDSHIP (4) 13,680,578 14,526,423 m/v BULK VALOR 17,106,444 17,797,021 m/v BULK PROMISE 17,619,467 18,306,557 MISS NORA G. PEARL (3) 2,268,086 2,714,931 $ 473,864,407 $ 469,712,054 Other fixed assets, net 2,660,345 2,200,756 Total fixed assets, net $ 476,524,752 $ 471,912,810 Vessels under finance lease (4) m/v BULK XAYMACA (5) 13,082,596 12,661,804 m/v BULK DESTINY $ 19,814,777 $ 20,074,619 m/v BULK TRIDENT 11,024,196 12,459,336 $ 43,921,569 $ 45,195,759 Advances for vessel purchases m/v BULK CONCORD (6) $ — $ 1,990,000 (1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2022 and December 31, 2021. (2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at December 31, 2022 and 2021. (3) Barge is owned by a 50% owned consolidated subsidiary. (4) Refer to Note 10, "Finance Leases," of our Financial Statements for additional information related to the vessels under finance lease. (5) Formerly known as m/v Bulk PODS. (6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Panamax for $19.9 million, and placed a deposit of $2.0 million. The vessel was delivered in February 2022 and renamed the m/v Bulk Concord. |
Margin Accounts, Derivatives an
Margin Accounts, Derivatives and Fair Value Measures | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Margin Accounts, Derivatives and Fair Value Measures | MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES Margin Accounts During December 31, 2022 and 2021, the Company was party to forward freight agreements and fuel swap contracts in order to mitigate the risk associated with volatile freight rates and fuel prices. Under the terms of these contracts, the Company is required to deposit funds in margin accounts if the market value of the hedged item declines. The funds are required to remain in margin accounts as collateral until the market value of the items being hedged return to preset limits. The margin accounts are included in advance hire, prepaid expenses and other current assets in the consolidated balance sheets at December 31, 2022 and 2021. 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 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. In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $121.44 million as of December 31, 2022 at a cost of $628,000 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-building vessels. In the event that the three-month LIBOR rate rises above the applicable strike rate of 3.25%, the Company would receive quarterly payments related to the spread difference. These interest rate cap agreements do not qualify for hedge accounting treatment. 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 December 31, 2022 and December 31, 2021: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 12/31/2022 12/31/2021 Balance Sheet Location 12/31/2022 12/31/2021 Margin accounts (1) Other current assets $ 3,239,947 $ 5,464,379 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ — $ 2,119,581 Other current liabilities $ 164,787 Fuel swap contracts (2) Other current assets $ — $ 1,047,752 Other current liabilities $ 158,926 $ — Interest rate cap (2) Other current assets $ 4,892,144 $ 718,774 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 time deposit 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 twelve months ended December 31, 2022 and 2021: Unrealized gain (loss) on derivative instruments For the year ended December 31, Derivative instruments 2022 2021 Forward freight agreements $ (2,284,368) $ 2,282,916 Fuel Swap Contracts $ (1,206,679) $ 1,095,421 Interest rate cap $ 4,173,370 $ 507,864 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. Such quotes represent the estimated amounts the Company would receive to terminate the contracts. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Amounts and notes payable to related parties consist of the following: December 31, 2021 Activity December 31, 2022 Included in trade accounts receivable and voyage revenue on the consolidated balance sheets and statements of income, respectively: Trade receivables due from King George Slag (i) $ — $ — $ — Included in accounts payable and accrued expenses on the consolidated balance sheets: Trade payables due to Seamar (i) $ 2,847,910 $ (1,204,104) $ 1,643,806 Commissions payable (trade payables) (ii) 38,896 (38,896) — Included in current related party notes payable on the consolidated balance sheets: Interest payable – 2011 Founders Note 242,852 (242,852) — Total current related party notes payable $ 242,852 $ (242,852) $ — i. Seamar Management S.A. ("Seamar") Seamar Management S.A. ("Seamar") is a joint venture of which the Company owns 51% at December 31, 2022 and 2021 . ii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned company of a member of the Board of Directors |
Secured Long-term Debt
Secured Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Secured Long-term Debt | SECURED LONG-TERM DEBT Long-term debt consists of the following: December 31, 2022 December 31, 2021 Interest Rate (%) (1) Maturity Date Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) 14,395,409 16,224,189 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) (4) 44,600,000 49,400,000 3.38 % June 2027 The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (5) – Bulk Nordic Six Ltd. - Tranche A (2) 10,099,993 11,166,661 4.39 % May 2024 – Bulk Nordic Six Ltd. - Tranche B 2,070,000 2,330,000 6.03 % May 2024 – Bulk Pride - Tranche C (2) 3,000,000 4,100,000 5.39 % May 2024 – Bulk Independence - Tranche E (2) 10,500,000 11,500,000 3.54 % May 2024 Bulk Freedom Loan Agreement — 2,600,000 June 2022 Bulk Valor Corp. Loan and Security Agreement (2) 11,424,507 12,718,279 3.29 % June 2028 Bulk Promise Corp. (2) 11,069,630 12,453,926 5.45 % October 2027 Bulk Sachuest (2) $ 8,500,000 $ — 6.19 % October 2029 109 Long Wharf Commercial Term Loan 374,466 484,066 6.39 % April 2026 Total $ 116,034,005 $ 122,977,121 Less: unamortized bank fees (6) (1,431,736) (1,697,209) $ 114,602,269 $ 121,279,912 Less: current portion (15,782,530) (15,443,115) Secured long-term debt, net $ 98,819,739 $ 105,836,797 (1) As of December 31, 2022. (2) Interest rates on the loan facilities are fixed. (3) The borrowers under this facility are owned by NBHC. The Company has two-third's ownership interest and STST 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) On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders. The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1.2 million beginning on June 15, 2021 and a balloon payment of $24.2 million due in June 2027. (5) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company. (6) A portion of unamortized debt issuance costs were reclassified as a reduction of the finance leases liabilities. Refer to Note 10 "Finance Leases" for additional information. Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. And Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement The amended agreement advanced $21,750,000 in respect of each the m/v Nordic Odin and the m/v Nordic Olympic; $13,500,000 in respect of each the m/v Nordic Odyssey and the m/v Nordic Orion, and $21,000,000 in respect of the m/v Nordic Oshima. The agreement requires repayment of the advances as follows: In respect of the Odin and Olympic advances, repayment to be made in 28 equal quarterly installments of $375,000 per borrower (one of which was paid prior to the amendment by each borrower) and the loan was repaid in full on April 26, 2021. In respect of the Odyssey and Orion advances, repayment to be made in 20 quarterly installments of $375,000 per borrower and balloon payments of $5,677,203 due with each of the final installments in September 2020. In September 2020 the Company amended the facility to make an additional quarterly installment of $375,000 per borrower and extend the balloon payments to December 2020 which were paid in full on December 23, 2020. In respect of the Oshima advance, repayment to be made in 28 equal quarterly installments of $375,000 and the loan was repaid in full on April 26, 2021. The Bulk Nordic Oasis Ltd. - Loan Agreement - Dated December 11, 2015 The agreement advanced $21,500,000 in respect of the m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly installments of $375,000 beginning on March 28, 2016 and the loan was repaid in full on April 26, 2021. The Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility - Dated December 23, 2020. The agreement advanced $18,000,000 in respect of the m/v Nordic Odyssey and m/v Nordic Orion. The agreement requires repayment of the advance in 28 equal quarterly principal and interest installments of $571,821 beginning on March 23, 2021 and a balloon payment of $4,400,000 due with the final installment in December 2027. Interest on this advance is fixed at 2.95%. The loan is secured by a first preferred mortgage on the m/v Nordic Odyssey and m/v Nordic Orion, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants. Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oasis (MI) Corp. Facility Agreement dated April 26, 2021 On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders. The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1,200,000 beginning on June 15, 2021 and a balloon payment of $24,200,000 due in March 2027. Interest on this advance is fixed at 3.38% effective May 5, 2021. The Loan is secured by a first lien on m/v Nordic Bulk Oshima, m/v Nordic Bulk Odin, m/v Nordic Bulk Olympic and m/v Nordic Bulk Oasis. The Company used a portion of the proceeds of the loan to repay the outstanding balance of $51.5 million for the Nordic Oshima, Nordic Odin, Nordic Olympic and Nordic Oasis loan facilities which was set to mature on October 1, 2021. As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants. The Amended Senior Facility - Dated May 13, 2019 (previously identified as The Amended Senior Facility - Dated December 21, 2017) On May 13, 2019, the Company, through its wholly owned subsidiaries, Bulk Endurance, Bulk Pride and Bulk Independence entered into the Second Amendatory Agreement, (the "Second Amendment"), amending and supplementing the First Amendatory Agreement dated December 17, 2017. The Second Amendment advanced $14,000,000 under Tranche E in respect to the m/v Bulk Independence, extended maturity dates on Tranche A, B, and C to May 2024, and reduced applicable interest rate margin on Tranche A, B, and C to 1.70% for the first eight quarters following the drawdown of Tranche E, and 2.40% thereafter. Bulk Endurance Tranche A and B The amended agreement advanced $19,500,000 in respect of the m/v Bulk Endurance on January 7, 2017, in two tranches. The agreement requires repayment of Tranche A, totaling $16,000,000, in three equal quarterly installments of $100,000 beginning on April 7, 2017 and 27 equal quarterly installments of $266,667. A balloon payment of $8,766,658 is due with the final installment in May 2024. Interest on this advance was fixed at 3.69% through March 2021, fixed at 4.39% through December 2021, and fixed at 3.46% thereafter. The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,745,000 due with the final installment in May 2024. Interest on this advance is floating at LIBOR plus 1.70% (3.63% at December 31, 2022) through March 2021, and thereafter at LIBOR plus 2.4%. The loan was repaid in full on January 10, 2023. Bulk Pride Tranche C and D The amended agreement advanced $10,000,000 in respect of the m/v Bulk Pride on December 21, 2017, in two tranches. The agreement requires repayment of Tranche C, totaling $8,500,000, in 26 equal quarterly installments of $275,000 beginning in March 2018 and a balloon payment of $1,350,000 due with the final installment in May 2024. Interest on this advance was fixed at 4.69% through March 2021, fixed at 5.39% through December 2021, and fixed at 3.6% thereafter. The agreement also advanced $1,500,000 under Tranche D, which is payable in 4 equal quarterly installments of $375,000 beginning in September 2018. Tranche D was fully repaid in June 2019. Bulk Independence Tranche E The amended agreement advanced $14,000,000 under Tranche E in respect of the m/v Bulk Independence on May 13, 2019, which requires repayment of 20 equal quarterly installments of $250,000 beginning in September 2019 and a balloon payment of $9,000,000 due with the final installment in May 2024. Interest on this advance was fixed at 3.48% through March 31, 2020, fixed at 2.84% through December 31, 2021 and fixed at 3.54% thereafter. The loan is secured by first preferred mortgages on the m/v Bulk Endurance, the m/v Bulk Pride and the m/v Bulk Independence, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a minimum liquidity requirement, positive working capital of the borrower and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At December 31, 2022 and 2021, the Company was in compliance with these covenants. The Bulk Freedom Corp. Loan Agreement -- Dated June 14, 2017 The agreement advanced $5,500,000 in respect of the m/v Bulk Freedom on June 14, 2017. The agreement requires repayment of the loan in 8 quarterly installments of $175,000 and 12 quarterly installments of $150,000 beginning on September 14, 2017. A balloon payment of $2,300,000 is due on June 14, 2022 with the final installment. The loan was repaid in full on June 13, 2022. 109 Long Wharf Commercial Term Loan Initial amount of $1,096,000 entered into on May 27, 2016. The Long Wharf Construction to Term Loan was repaid from the proceeds of this new facility. The loan is payable in 120 equal monthly installments of $9,133. Interest is floating at the 30 day LIBOR plus 2.00% (2.09% at December 31, 2022). The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, and a corporate guarantee of the Company. The loan contains a maximum loan to value covenant and a debt service coverage ratio. The loan was repaid in full on January 25, 2023. At December 31, 2022 and 2021, the Company was in compliance with these covenants. The Bulk Valor Corp. Loan Agreement -- Dated June 17, 2021 The agreement advanced $13,350,000 in respect of the m/v Bulk Valor on June 17, 2021. The agreement requires repayment of the loan in 28 quarterly installments commencing on September 17, 2021. A balloon payment is due on June 17, 2028. Interest on this advance is fixed at 3.29%. The loan is secured by a first preferred mortgage on the m/v Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants. The Bulk Promise Corp. Loan Agreement -- Dated July 12, 2021 The agreement advanced $12,800,000 in respect of the m/v Bulk Promise on July 7, 2021. The agreement requires repayment of the loan in 24 quarterly installments of $346,074 commencing on October 15, 2021. A balloon payment of $4,494,224 is due on October 15, 2027. Interest on this advance was fixed at 5.45% on July 15, 2022 through maturity. Interest on this advance was floating at three-month LIBOR plus 2.30% prior to July 15, 2022. The loan is secured by a first preferred mortgage on the m/v Bulk Promise, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants. The Bulk Sachuest Corp. Loan Agreement -- Dated October 13, 2022 The agreement advanced $8,500,000 in respect of the m/v Bulk Sachuest on October 13, 2022. The agreement requires repayment of the loan in 27 quarterly installments commencing on January 13, 2023. A balloon payment is due on October 13, 2029. Interest on this advance is fixed at 6.19%. The loan is secured by a first preferred mortgage on the m/v Bulk Sachuest, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. As of December 31, 2022 the Company was in compliance with its financial covenants. The future minimum annual payments under the debt agreements are as follows: Years ending December 31, 2023 $ 15,782,530 2024 30,751,725 2025 10,476,019 2026 10,638,024 2027 39,955,014 Thereafter 8,430,693 $ 116,034,005 |
Common Stock and Non-Controllin
Common Stock and Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Common Stock and Non-Controlling Interest | Common stock The Company has 100,000,000 shares of common stock ($0.0001 par value) authorized, of which 45,898,395 were issued as of December 31, 2022. Restricted Securities On August 5, 2022, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 6, 2022. The PANGAEA LOGISTICS SOLUTIONS LTD. 2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 6, 2022), (the "Amended Plan"), increased the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 6,200,000. As of December 31, 2022, there were 1,930,227 common shares available for grants of awards under the 2014 Incentive Plan. At December 31, 2022, shares issued to employees under the Amended Plan totaled 3,109,063 after forfeitures. These restricted shares vest at the rate of one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date. Total non-cash compensation cost recognized during the years ended December 31, 2022 and 2021 is $1,767,726 and $2,102,897, respectively, which is included in general and administrative expenses in the consolidated statements of operations. A summary of activity related to outstanding restricted securities for fiscal years 2022 and 2021 is presented in the table below: Restricted Shares Weighted-Average Grant-Date Fair Value Per Share Unvested shares at December 31, 2020 1,825,426 $ 2.96 Granted 243,660 $ 3.43 Vested (428,626) $ 3.13 Forfeited (27,601) $ 2.84 Unvested shares at December 31, 2021 1,612,859 $ 2.91 Granted 460,045 $ 4.09 Vested (624,573) $ 3.42 Forfeited (81,021) $ 3.03 Unvested shares at December 31, 2022 1,367,310 $ 3.07 Fiscal Years Ended December 31, 2022 2021 Fair value of restricted shares vested $ 2,690,011 $ 1,340,119 Unrecognized compensation cost for restricted shares $ 2,585,307 $ 2,718,222 Weighted average remaining period to expense restricted shares (years) 2.92 2.98 Dividends Dividends payable consist of the following: Dividends payable (1) Balance at December 31, 2020 $ 1,005,763 Accrued dividend 114,901 Paid in cash (906,899) Balance at December 31, 2021 213,765 Accrued dividend 481,693 Paid in cash (69,280) Balance at December 31, 2022 $ 626,178 (1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan. Noncontrolling Interests Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $53,292,000 and $52,041,000 at December 31, 2022 and 2021, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | FINANCE LEASES At December 31, 2022, the Company's fleet includes three vessels (Bulk Xaymaca, formerly named Bulk PODS, Bulk Destiny, and Bulk Trident) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840, prior to adoption of ASC 842 on January 1, 2019. Bulk Spirit, Bulk Friendship, Bulk Courageous, Bulk Concord, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842. These leases are secured by the assignment of earnings and insurances and by guarantees of the Company. The Company will own these vessels at the end of lease term. Bulk Trident Bareboat Charter Agreement dated June 7, 2018 The selling price of the m/v Bulk Trident was $13.0 million and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% (6.48% including the margin, at December 31, 2022). The Company will own this vessel at the end of the lease term. Bulk PODS Bareboat Charter Agreement dated August 1, 2018 The selling price of the m/v Bulk PODS was $14.8 million and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% (6.45% including the margin, at December 31, 2022). The Company will own this vessel at the end of the lease term. The m/v Bulk Pods was renamed to m/v Bulk Xaymaca in February of 2022. Bulk Spirit Bareboat Charter Agreement dated March 7, 2019 In February 2019, the Company acquired the m/v Bulk Spirit for $13.0 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel. The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor. The lease is classified as finance lease in accordance with ASC 842, because the lease transfers ownership of the vessel to the Company by the end of the lease term. The minimum lease payments include interest at 5.10% for the first five years. Interest fluctuates based on the three-month LIBOR for the remaining three years of the eight-year lease term. The Company has the option to purchase the vessel at the end of the second year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. The Company is obligated to repurchase the vessel at the end of the lease term. A balloon payment of $3.9 million is due with the final lease payment in March 2027. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company. Bulk Friendship Bareboat Charter Agreement dated May 14, 2019 In September 2019, the Company acquired the m/v Bulk Friendship for $14.1 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel. The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor. The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term. The minimum lease payments include imputed interest at 5.29%. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. In the event the Company has not exercised any of the purchase options during the term of the charter then the Company shall have a final purchase option to purchase the vessel at the end of the fifth year at a fixed price of $7.8 million. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company. Bulk Nordic Five Ltd. Amendment and Restatement of Bareboat Charter Agreement dated July 1, 2021 On July 6, 2021, the Company, through its wholly owned subsidiary, Bulk Nordic Five Ltd., and the existing lender agreed to amend and restate the original Bareboat Charter dated October 27, 2016. The amended agreement extends the lease maturity date to April 2028 with a purchase obligation of $6.95 million. The Company also fixed the interest rate through maturity at 3.97%. The bareboat charter party is secured by a first preferred mortgage on the m/v Bulk Destiny, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. The Company will own this vessel at the end of the lease term. The lease contains a minimum liquidity requirement, positive working capital of the lessee and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At December 31, 2022 and 2021, the Company was in compliance with these covenants. Bulk Courageous Corp Bareboat Charter Agreement dated April 8, 2021 In April 2021, the Company took delivery of the m/v Bulk Courageous for $16.5 million and simultaneously entered into a failed sale and leaseback of the vessel. The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor. The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase obligation at the end of the lease term. The minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven-year lease term. Interest is floating at three-month LIBOR plus 2.75%. On July 8th, 2021, the company fixed interest on the lease at 3.93%. The Company has the option to purchase the vessel in the case of default by the lessor, at any time during the lease term. The purchase obligation at the end of the lease term is at a fixed price of $3.6 million. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company. Bulk Concord Bareboat Charter Agreement dated January 27, 2022 In February 2022, the Company acquired the m/v Bulk Concord for $19.9 million, which is the estimated fair value, and simultaneously entered into a failed sale and leaseback of the vessel. The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor. The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term. The minimum lease payments include imputed interest at 4.67%. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. In the event the Company has not exercised any of the purchase options during the term of the charter then the Company shall have a final purchase option to purchase the vessel at the end of the seventh year at a fixed price of $3.0 million. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company. Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC Bareboat Charter Agreements dated September 27, 2019 During 2021, the Company took delivery of four new post-Panamax dry bulk vessels and simultaneously entered into the failed sale and leasebacks of the vessels. These vessels are: 1) m/v Nordic Nuluujaak delivered on May of 2021 with a purchase price of $38.4 million, 2) m/v Nordic Qinngua delivered on June of 2021 with a purchase price of $38.4 million, 3) m/v Nordic Sanngijuq delivered on September of 2021 with a purchase price of $37.9 million, and 4) m/v Nordic Siku delivered on November of 2021 with a purchase price of $37.9 million. The Company determined that the transfers of these vessels to the lessor were not sales in accordance with ASC 606, because control of the vessels were not transferred to the lessor. These leases are classified as finance leases in accordance with ASC 842, because these leases include a fixed price purchase obligation at the end of the lease term. The lease agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $32 million or 85% of fair market value at closing. Following the sales, the Company was obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years from the date of delivery with a fixed purchase price of $2.5 million each at the end of lease term. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the fifteen-year lease term. Interest is floating at three-month LIBOR plus 4.73% for Bulk Nordic Eight and Bulk Nordic Ten and 4.76% for Bulk Nordic Seven and Bulk Nordic Nine. The Company has the option to purchase these vessels starting in year 5 at 101% of then outstanding principal. These leases are secured by the assignment of earnings and insurances and by a guarantee of the Company. Finance lease consists of the following as of December 31, 2022: December 31, 2022 December 31, 2021 Interest Rate (%) (1) Maturity Date (unaudited) Bulk PODS Ltd. $ 6,606,770 $ 8,450,521 6.45 % December 2027 Bulk Trident Ltd. 5,551,836 7,177,082 6.48 % June 2027 Bulk Spirit Ltd. 8,627,604 9,768,229 5.10 % February 2027 Bulk Nordic Five Ltd. (2) 13,142,885 14,633,229 3.97 % April 2028 Bulk Friendship Corp. (2) 9,507,875 10,491,481 5.29 % September 2024 Bulk Nordic Seven LLC (3) 30,100,318 31,673,199 8.31 % May 2036 Bulk Nordic Eight LLC (3) 30,088,514 31,660,789 8.31 % June 2036 Bulk Nordic Nine LLC (3) 30,163,750 31,692,105 8.31 % September 2036 Bulk Nordic Ten LLC (3) 30,276,595 31,799,563 8.31 % November 2036 Bulk Courageous Corp. (2) 10,200,000 11,400,000 3.93 % April 2028 Phoenix Bulk 25 Corp. (2) 13,645,990 — 4.67 % February 2029 Total $ 187,912,137 $ 188,746,198 Less: unamortized issuance costs, net (3,033,123) (3,306,842) $ 184,879,014 $ 185,439,356 Less: current portion (16,365,075) (14,479,803) Secured long-term debt, net $ 168,513,939 $ 170,959,553 (1) As of December 31, 2022 including the effect of interest rate cap if any. (2) Interest rates on the loan facilities are fixed. (3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25% Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2022 were: Year ending December 31, 2023 $ 29,909,933 2024 36,110,040 2025 26,423,462 2026 23,850,689 2027 24,067,121 Thereafter 140,097,525 Total minimum lease payments $ 280,458,770 Less amount representing interest 92,546,633 Present value of minimum lease payments 187,912,137 Less current portion (16,365,075) Less issuance costs $ (3,033,123) Long-term portion $ 168,513,939 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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 has committed to contribute additional funding during the construction phase, 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 during the second quarter through fourth quarters of 2021, the independent third party made additional contribution of $9.2 million which increased their ownership interest in NBP to 50% at December 31, 2021. As of December 31, 2022, the independent third party retains a 50% ownership interest in NBP. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest. On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary NBHC from its shareholders. The Company owned a one-third of equity interest of NBHC, a joint-venture formed in October 2012 for the purpose of owning Bulk Nordic Odyssey Ltd. (“Bulk Odyssey”) and Bulk Nordic Orion Ltd. (“Bulk Orion”) and to invest in additional vessels through its wholly-owned subsidiaries. The acquisition increases the Company’s equity interest in NBHC to 66.7%. The purchase price of the equity interest was $22.5 million, including a $15.0 million cash payment upon closing and $7.5 million of deferred consideration, at a six-month LIBOR plus 3.5%, in three equal installments of $2.5 million due on the first, second, and third anniversaries of September 28, 2020. The Company made the first installment of $2.5 million in September 2021 and paid off the note payable of $5.0 million in September of 2022. NBHC will continue to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements. |
Unaudited Quarterly Data
Unaudited Quarterly Data | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Data | UNAUDITED QUARTERLY DATA (Dollars in millions, except share and per share amounts. Figures may not foot due to rounding) 2022 2021 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues: Voyage revenue $ 176.3 $ 173.2 $ 173.2 $ 117.3 $ 108.2 $ 117.4 $ 186.4 $ 202.5 Charter revenue 15.4 22.4 11.3 10.6 16.7 28.1 26.7 32.1 191.7 195.6 184.5 127.9 125.0 145.5 213.1 234.6 Expenses: Voyage expense 65.3 67.9 74.7 54.2 47.8 46.1 60.4 65.3 Charter hire expense 77.7 65.7 50.8 28.2 53.6 62.6 103.7 115.0 Vessel operating expenses 13.2 12.9 15.4 15.4 8.5 9.8 11.8 12.7 General and administrative 5.3 5.1 5.8 3.9 4.2 6.0 4.4 4.3 Depreciation and amortization 7.3 7.3 7.4 7.5 4.4 4.9 7.2 6.5 Loss on impairment of vessels 3.0 — — — — — — — Loss on sale of vessel — 0.3 — — — — — — Total expenses 171.8 159.2 154.1 109.2 118.5 129.4 187.5 203.8 Income from operations 19.9 36.4 30.4 18.7 6.5 16.1 25.6 30.8 Other income (expense): Interest expense, net (3.4) (3.6) (4.1) (3.6) (2.0) (2.6) (2.4) (3.3) Income attributable to Non-controlling interest recorded as long-term liability interest expense (1.8) (1.7) (2.4) (0.8) (0.3) (0.2) (0.3) (0.4) Unrealized gain (loss) on derivative instruments 7.5 (3.5) (4.5) 1.2 2.0 6.3 5.3 (9.8) Other income (expense) 0.1 0.1 0.3 0.3 0.3 (0.1) 0.6 0.3 Total other income (expense), net 2.4 (8.7) (10.7) (2.9) — 3.4 3.2 (13.2) Net income 22.3 27.7 19.7 15.8 6.5 19.5 28.8 17.6 Income attributable to noncontrolling interests (2.3) (2.5) (1.0) (0.3) (0.7) (0.3) (1.7) (2.4) Net income attributable to Pangaea Logistics Solutions Ltd. $ 20.0 $ 25.2 $ 18.7 $ 15.5 $ 5.8 $ 19.2 $ 27.1 $ 15.2 Earnings (loss) per common share: Basic $ 0.45 $ 0.56 $ 0.42 $ 0.35 $ 0.13 $ 0.44 $ 0.61 $ 0.34 Diluted $ 0.45 $ 0.56 $ 0.42 $ 0.34 $ 0.13 $ 0.43 $ 0.60 $ 0.34 Weighted average shares used to compute earnings per common share Basic 44,388,960 44,430,487 44,415,575 44,435,664 43,971,352 43,998,424 44,004,980 44,004,980 Diluted 45,192,983 45,070,533 44,640,278 44,985,969 44,549,286 44,688,602 44,927,456 44,689,309 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSOn January 18, 2023 the Company entered into a memorandum of agreement to sell m/v Bulk Newport for $9.2 million. The vessel was delivered to the buyer on March 3, 2023.On February 15, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 15, 2023, to all shareholders of record as of March 1, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Basis of Presentatio n The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity. All intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior periods to conform to current period presentation. Principles of Consolidation The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests. Amounts pertaining to the non-controlling interests and redeemable noncontrolling interests held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest and redeemable noncontrolling interests in the accompanying consolidated balance sheets. As part of the Company’s consolidation process, all intercompany balances and transactions are eliminated in the consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for doubtful accounts and the estimate of salvage value used in determining vessel depreciation expense. |
Revenue Recognition | Revenue Recognition Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage. Estimated losses under a voyage charter are provided for in full at the time such losses become probable. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. The voyage charter party generally has a “demurrage” or “despatch” clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The demurrage and despatch represent variable consideration which is estimated at contract inception. Voyage revenue recognized is presented net of address commissions. Charter revenues relate to a time charter arrangement under which 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, as the charters do not fall under the scope of ASC 606. Revenue is not earned when vessels are offhire. Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied. The contract fulfillment costs consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third party vessels that are chartered-in. The fuel consumption and any port expenses incurred prior to arrival at the load port during this period are capitalized and recorded in Bunker inventory and Advance hire, prepaid expenses and other current assets, respectively in the Consolidated Balance Sheets and are amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage expense. As of December 31, 2022 and 2021, the Company recognized $2.3 million and $3.7 million, respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred prior to commencement of loading. These costs are recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheet and are expensed as part of Voyage expense and Charter hire expense. Similarly, for any third party vessels that are chartered-in, the charter hire expenses during this period are capitalized and recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheets and are expensed as part of Charter hire expense. The performance obligations under our contracts are transportation services, which are received and consumed by our customers over time, as we perform the services. Revenues are recognized using the input method, proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. Under the ASC 606 revenue recognition standard, voyage revenue is recognized over the period between load port and discharge port. Costs to fulfill contracts for voyages for which loading has not commenced are recognized as assets and amortized pro rata over the period between load and discharge. Costs to obtain a contract are expensed as incurred, as provided by a practical expedient, since all such costs are expected to be amortized over less than one year. Assets and liabilities related to our voyage contracts with customers are reported on a contract-by-contract basis at the end of each reporting period. Contract assets also include accounts receivable for amounts billed and currently due from customers, which are reported at their net estimated realizable value. The Company maintains reserves against its accounts receivable for potential credit losses, which were immaterial for the years ended December 31, 2022 and 2021, respectively. Other contract assets include accrued receivables which arise when revenue is recognized in advance of billing for certain voyage contracts and hire paid to ship-owners in advance. Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date. Deferred Revenue Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue. Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date. Vessel Operating Expenses |
Voyage Expenses | Voyage Expenses The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations, which are expensed as incurred. |
Charter Expenses | 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 time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant customers, and their relative financial stability. However, current economic conditions could impact the collectability of certain customers' trade receivables, which could have a material effect on the Company's results of operations. Derivative instruments are recorded at fair value. The Company does not have any off-balance sheet credit exposure related to its customers. |
Cash, Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Bulk Inventory | Bunker Inventory Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel. Inventory is measured at the lower of cost under the first-in, first-out method or net realizable value. |
Vessels Depreciation | Vessels and Depreciation Vessels are stated at cost, which includes contract price and acquisition costs. Significant improvements to vessels are capitalized; maintenance and repairs that do not improve or extend the lives of the vessels are expensed as incurred. Depreciation is provided using the straight-line method over the remaining estimated useful lives of the vessels (excluding the time a vessel is in dry dock), based on cost less salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of $300 per ton, which was determined by reference to quoted rates and is reviewed annually. The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of the current fleet are 11 - 24 years. The Company does not incur depreciation expense when vessels are taken out of service for dry docking. |
Dry Docking Expenses and Amortization | Deferred Drydock Cost Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 year period until next dry docking for vessels older than 15 years at time of dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale. |
Long-Lived Assets Impairment Considerations | 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 significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be calculated. Measurement of the impairment loss is based on the fair value of the asset as provided by third parties. During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The impairment analysis did not indicate any impairment on the remaining fleet. Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing. The Company concluded that no triggering event had occurred during the twelve months ended December 31, 2021 which would require impairment testing. |
Financing Costs | Financing Costs Qualifying expenses associated with commercial financing and fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets. |
Taxation | Taxation The Company is not subject to corporate income taxes on its profits in Bermuda because Bermuda does not impose an income tax. NBC, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax. NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not determined based on taxable income, NBC’s tax expense of approximately $443,000 and $605,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2022 and 2021, respectively. Shipping income derived from sources outside the United States is not subject to any Unites States federal income tax. U.S. sourced income from the international operation of ships that is considered qualified income and earned by a qualified foreign corporation can also be considered exempt from U.S. federal income taxation. The exemption requires a number of tests be met including qualifying income earned subject to an equivalent exemption in a qualified country and a qualified foreign corporation meeting the qualified foreign country, qualified income, stock ownership tests and substantiation requirements. The Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883. To the extent the Company is unable to qualify for the exemption, the Company would be subject to U.S. federal income taxation of 4% of its U.S. shipping income on a gross basis without deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to federal income tax of up to 21% and a 30% branch profits tax. The company believes that none of its U.S. source shipping income is effectively connected with the conduct of a U.S. trade or business. Since earnings from shipping operations of the Company are not subject to U.S. or foreign income taxation, the Company has not recorded income tax expense, deferred tax assets or liabilities for the years ended December 31, 2022 and 2021. Where required, the Company complies with income tax filings in its various jurisdictions of operations. As of December 31, 2022 and 2021, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2017. |
Restricted Common Share Awards | Restricted Common Share Awards Compensation cost of restricted share awards is measured using the grant date fair value of the Company's common shares, as quoted on the Nasdaq Capital Market, multiplied by the total number of shares granted with no forfeiture rate applied. Compensation cost is amortized according to the vesting period indicated in the grant agreement. Total compensation cost recognized during the years ended December 31, 2022 and 2021 is $1,767,726 and $2,102,897, respectively, which is included in general and administrative expenses in the consolidated statements of income. |
Dividends | Dividends |
Noncontrolling Interest | Noncontrolling Interests Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. The portion of equity not owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Balance Sheets and, in the case of Redeemable noncontrolling interests, within the long-term liabilities section of the Consolidated Balance Sheets. |
Earnings Per Common Share | Earnings per Common Share Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the treasury stock method. Under this method, the amount of unrecognized compensation cost related to future services by employees who were awarded restricted shares is assumed to be used to repurchase common stock at the average market price during the period. The incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS. The Company does not have any anti-Dilutive Securities. |
Foreign Exchange | Foreign Exchange The Company conducts all of its business in U.S. dollars; the functional currency of the Company is the US dollar. Accordingly, transactions denominated in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the transactions. There are no foreign exchange transaction gains or losses reflected in the consolidated statements of income. |
Derivatives and Hedging Activities | Derivatives and Hedging Activities The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. The Company’s interest rate swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized and realized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income. Derivative instruments are measured at fair value and are recorded as assets or liabilities. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges. |
Segment Reporting | Segment Reporting Operating segments are components of a business that are evaluated regularly by the chief operating decision maker ("CODM") for the purpose of assessing performance and allocating resources. Based on the information that the CODM uses, including consideration of whether discrete financial information is available for the business activities, the Company has identified multiple operating segments which have been aggregated based on considerations such as the nature of its services, customers, operations and economic characteristics. The Company has determined that it operates under one reportable segment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments. The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest rates associated with these related credit facilities. At December 31, 2022, the Company has five fully fixed rate debt facilities and one facility which is fixed in part. At December 31, 2021, the Company has three fully fixed rate debt facilities and one facility which was fixed in part. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: December 31, 2022 2021 Carrying amount of fixed rate long-term debt $ 113,589,539 $ 105,109,129 Fair value of fixed rate long-term debt $ 103,455,979 $ 107,624,096 Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820. |
Leases | Leases During time charter agreements, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company had identified that time charter agreements contain a lease. Accordingly, the Company accounts for amounts earned under these agreements in accordance with Topic 842. During time charter agreements, the Company is responsible for operating and maintaining the vessels. These costs are recorded as vessel operating expense in the Consolidated Statements of Income. |
Recent Accounting Pronouncements | Recent 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses. The new standard is effective for the Company at the beginning of 2023. Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently assessing the new guidance and its impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of 2023. The adoption of ASU 2016-13 is currently not expected to have a material impact on the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | 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: December 31, 2022 December 31, 2021 Money market accounts – cash equivalents $ 33,689,361 $ 35,193,025 Time deposit accounts - cash equivalents 46,000,000 — Cash (1) 48,695,245 21,015,877 Total cash and cash equivalents $ 128,384,606 $ 56,208,902 (1) Consists of cash deposits at various major banks. |
Advance Hire, Prepaid Expenses | At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: 2022 2021 Advance hire $ 3,491,835 $ 12,014,451 Prepaid expenses 4,777,648 5,956,195 Accrued receivables 7,721,500 17,009,957 Margin Deposit 3,239,947 5,464,379 Other current assets 9,035,901 5,902,705 Total $ 28,266,831 $ 46,347,687 |
Components of Net Debt Issuance Costs and Bank Fees | The components of net debt issuance costs and bank fees, which are included in secured long-term debt on the consolidated balance sheets are as follows: December 31, 2022 2021 Debt issuance costs and bank fees paid to financial institutions $ 7,627,351 $ 7,160,807 Less: accumulated amortization (3,162,492) (2,157,005) Unamortized debt issuance costs and bank fees $ 4,464,859 $ 5,003,802 Amortization included in interest expense $ 1,005,487 $ 920,995 |
Components of Accounts Payable and Accrued Expenses | The components of accounts payable and accrued expenses are as follows: December 31, 2022 2021 Accounts payable $ 9,979,451 $ 7,029,861 Accrued expenses 11,795,973 16,254,253 Bunkers suppliers 6,526,725 9,260,262 Charter hire payable 9,337,941 14,060,856 Note Payable — 2,549,207 Other accrued liabilities 914,041 — Total $ 38,554,131 $ 49,154,439 |
Summary of Fair Value, by Balance Sheet Grouping | The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: December 31, 2022 2021 Carrying amount of fixed rate long-term debt $ 113,589,539 $ 105,109,129 Fair value of fixed rate long-term debt $ 103,455,979 $ 107,624,096 |
Schedule of Other Assets, Noncurrent | At December 31, other non-current assets were comprised of the following: Name 2022 2021 Investment in Seamar Managements S.A. $ 598,725 $ 428,572 Investment in Pangaea Logistics Solutions (US) LLC 3,954,605 3,533,251 Investment in Narragansett Bulk Carriers (US) Corp 234,141 — Other investments 496,656 — Total $ 5,284,127 $ 3,961,823 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Schedule of Consolidated VIEs Balance Sheet | The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows: (Dollars in millions, figures may not foot due to rounding) December 31, 2022 Ship-owning (1) NBHC NBC Long Wharf VLNL NBP Total assets $ 116.6 $ 128.1 $ 62.3 $ 1.9 $ 0.5 $ 152.0 Total liabilities $ 123.4 $ 57.8 $ 30.2 $ 1.9 $ — $ 143.9 Total stockholders' (deficit)/equity $ (6.8) $ 70.3 $ 32.1 $ — $ 0.5 $ 8.1 Non-controlling interest (2) $ — $ 53.3 $ — $ — $ 1.2 $ — December 31, 2021 (Dollars in millions, figures may not foot due to rounding) Ship-owning (1) NBHC NBC Long Wharf VLNL NBP Total assets $ 129.4 $ 123.9 $ 72.9 $ 1.9 $ 0.9 $ 161.2 Total liabilities $ 135.6 $ 57.4 $ 50.6 $ 2.0 $ — $ 146.6 Total stockholders' (deficit)/equity $ (6.2) $ 66.5 $ 22.4 $ — $ 0.9 $ 14.6 Non-controlling interest (2) $ — $ 52.0 $ — $ — $ 1.4 $ — (1) Includes all wholly-owned subsidiaries, refer to Note 2 "Nature of Organization" for additional information. (2) Non-controlling interest is held by third parties. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | At December 31, fixed assets consisted of the following: 2022 2021 Vessels and vessel upgrades $ 565,107,408 $ 554,241,221 Capitalized dry docking 15,409,851 13,414,394 580,517,259 567,655,615 Accumulated depreciation and amortization (106,652,852) (97,943,561) Vessels, vessel upgrades and capitalized dry docking, net 473,864,407 469,712,054 Land and building 2,541,085 2,541,085 Computers, equipment and internal use software 2,311,076 1,975,603 Other fixed assets 4,852,161 4,516,688 Accumulated depreciation (2,191,816) (2,315,932) Other fixed assets, net 2,660,345 2,200,756 Total fixed assets, net $ 476,524,752 $ 471,912,810 Advances for vessel purchases $ — 1,990,000 At December 31, vessels under finance leases consisted of the following: 2022 2021 Vessels under finance lease $ 56,061,223 53,601,534 Accumulated depreciation and amortization (12,139,654) (8,405,775) Vessels under finance lease, net $ 43,921,569 $ 45,195,759 |
Property Plant and Equipment Schedule of Significant Acquisitions | The net carrying value of the Company’s fleet consists of the following: December 31, 2022 2021 Owned vessels m/v BULK PANGAEA $ — $ 11,802,463 m/v NORDIC ODYSSEY (1) 20,685,092 22,456,407 m/v NORDIC ORION (1) 21,406,429 23,057,114 m/v NORDIC OSHIMA (1) 24,292,108 25,612,412 m/v NORDIC OLYMPIC (1) 24,627,857 25,982,802 m/v NORDIC ODIN (1) 24,726,033 26,073,841 m/v NORDIC OASIS (1) 26,232,723 27,650,350 m/v NORDIC NULUUJAAK (2) (4) 37,518,857 38,949,402 m/v NORDIC QINNGUA (2) (4) 37,428,322 38,838,142 m/v NORDIC SANNGIJUQ (2) (4) 37,000,230 38,377,457 m/v NORDIC SIKU (2) (4) 37,393,171 38,776,359 m/v BULK ENDURANCE 23,106,438 23,069,545 m/v BULK COURAGEOUS (4) 15,755,839 16,356,730 m/v BULK CONCORD (4) 19,394,966 — m/v BULK NEWPORT 10,211,578 11,566,639 m/v BULK FREEDOM 7,464,118 8,476,937 m/v BULK PRIDE 12,174,942 13,560,656 m/v BULK SPIRIT (4) 11,703,170 12,293,336 m/v BULK SACHUEST 17,188,278 — m/v BULK INDEPENDENCE 14,879,681 13,466,530 m/v BULK FRIENDSHIP (4) 13,680,578 14,526,423 m/v BULK VALOR 17,106,444 17,797,021 m/v BULK PROMISE 17,619,467 18,306,557 MISS NORA G. PEARL (3) 2,268,086 2,714,931 $ 473,864,407 $ 469,712,054 Other fixed assets, net 2,660,345 2,200,756 Total fixed assets, net $ 476,524,752 $ 471,912,810 Vessels under finance lease (4) m/v BULK XAYMACA (5) 13,082,596 12,661,804 m/v BULK DESTINY $ 19,814,777 $ 20,074,619 m/v BULK TRIDENT 11,024,196 12,459,336 $ 43,921,569 $ 45,195,759 Advances for vessel purchases m/v BULK CONCORD (6) $ — $ 1,990,000 (1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2022 and December 31, 2021. (2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at December 31, 2022 and 2021. (3) Barge is owned by a 50% owned consolidated subsidiary. (4) Refer to Note 10, "Finance Leases," of our Financial Statements for additional information related to the vessels under finance lease. (5) Formerly known as m/v Bulk PODS. (6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Panamax for $19.9 million, and placed a deposit of $2.0 million. The vessel was delivered in February 2022 and renamed the m/v Bulk Concord. |
Margin Accounts, Derivatives _2
Margin Accounts, Derivatives and Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 12/31/2022 12/31/2021 Balance Sheet Location 12/31/2022 12/31/2021 Margin accounts (1) Other current assets $ 3,239,947 $ 5,464,379 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ — $ 2,119,581 Other current liabilities $ 164,787 Fuel swap contracts (2) Other current assets $ — $ 1,047,752 Other current liabilities $ 158,926 $ — Interest rate cap (2) Other current assets $ 4,892,144 $ 718,774 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. |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended December 31, 2022 and 2021: Unrealized gain (loss) on derivative instruments For the year ended December 31, Derivative instruments 2022 2021 Forward freight agreements $ (2,284,368) $ 2,282,916 Fuel Swap Contracts $ (1,206,679) $ 1,095,421 Interest rate cap $ 4,173,370 $ 507,864 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amounts and notes payable to related parties consist of the following: December 31, 2021 Activity December 31, 2022 Included in trade accounts receivable and voyage revenue on the consolidated balance sheets and statements of income, respectively: Trade receivables due from King George Slag (i) $ — $ — $ — Included in accounts payable and accrued expenses on the consolidated balance sheets: Trade payables due to Seamar (i) $ 2,847,910 $ (1,204,104) $ 1,643,806 Commissions payable (trade payables) (ii) 38,896 (38,896) — Included in current related party notes payable on the consolidated balance sheets: Interest payable – 2011 Founders Note 242,852 (242,852) — Total current related party notes payable $ 242,852 $ (242,852) $ — i. Seamar Management S.A. ("Seamar") Seamar Management S.A. ("Seamar") is a joint venture of which the Company owns 51% at December 31, 2022 and 2021 . ii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned company of a member of the Board of Directors |
Secured Long-term Debt (Tables)
Secured Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term debt consists of the following: December 31, 2022 December 31, 2021 Interest Rate (%) (1) Maturity Date Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) 14,395,409 16,224,189 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) (4) 44,600,000 49,400,000 3.38 % June 2027 The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (5) – Bulk Nordic Six Ltd. - Tranche A (2) 10,099,993 11,166,661 4.39 % May 2024 – Bulk Nordic Six Ltd. - Tranche B 2,070,000 2,330,000 6.03 % May 2024 – Bulk Pride - Tranche C (2) 3,000,000 4,100,000 5.39 % May 2024 – Bulk Independence - Tranche E (2) 10,500,000 11,500,000 3.54 % May 2024 Bulk Freedom Loan Agreement — 2,600,000 June 2022 Bulk Valor Corp. Loan and Security Agreement (2) 11,424,507 12,718,279 3.29 % June 2028 Bulk Promise Corp. (2) 11,069,630 12,453,926 5.45 % October 2027 Bulk Sachuest (2) $ 8,500,000 $ — 6.19 % October 2029 109 Long Wharf Commercial Term Loan 374,466 484,066 6.39 % April 2026 Total $ 116,034,005 $ 122,977,121 Less: unamortized bank fees (6) (1,431,736) (1,697,209) $ 114,602,269 $ 121,279,912 Less: current portion (15,782,530) (15,443,115) Secured long-term debt, net $ 98,819,739 $ 105,836,797 (1) As of December 31, 2022. (2) Interest rates on the loan facilities are fixed. (3) The borrowers under this facility are owned by NBHC. The Company has two-third's ownership interest and STST 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) On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders. The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1.2 million beginning on June 15, 2021 and a balloon payment of $24.2 million due in June 2027. (5) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company. (6) A portion of unamortized debt issuance costs were reclassified as a reduction of the finance leases liabilities. Refer to Note 10 "Finance Leases" for additional information. |
Schedule of Maturities of Long-Term Debt | The future minimum annual payments under the debt agreements are as follows: Years ending December 31, 2023 $ 15,782,530 2024 30,751,725 2025 10,476,019 2026 10,638,024 2027 39,955,014 Thereafter 8,430,693 $ 116,034,005 |
Common Stock and Non-Controll_2
Common Stock and Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of activity related to outstanding restricted securities for fiscal years 2022 and 2021 is presented in the table below: Restricted Shares Weighted-Average Grant-Date Fair Value Per Share Unvested shares at December 31, 2020 1,825,426 $ 2.96 Granted 243,660 $ 3.43 Vested (428,626) $ 3.13 Forfeited (27,601) $ 2.84 Unvested shares at December 31, 2021 1,612,859 $ 2.91 Granted 460,045 $ 4.09 Vested (624,573) $ 3.42 Forfeited (81,021) $ 3.03 Unvested shares at December 31, 2022 1,367,310 $ 3.07 Fiscal Years Ended December 31, 2022 2021 Fair value of restricted shares vested $ 2,690,011 $ 1,340,119 Unrecognized compensation cost for restricted shares $ 2,585,307 $ 2,718,222 Weighted average remaining period to expense restricted shares (years) 2.92 2.98 |
Schedule of Dividends Payable | Dividends payable consist of the following: Dividends payable (1) Balance at December 31, 2020 $ 1,005,763 Accrued dividend 114,901 Paid in cash (906,899) Balance at December 31, 2021 213,765 Accrued dividend 481,693 Paid in cash (69,280) Balance at December 31, 2022 $ 626,178 (1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2022 were: Year ending December 31, 2023 $ 29,909,933 2024 36,110,040 2025 26,423,462 2026 23,850,689 2027 24,067,121 Thereafter 140,097,525 Total minimum lease payments $ 280,458,770 Less amount representing interest 92,546,633 Present value of minimum lease payments 187,912,137 Less current portion (16,365,075) Less issuance costs $ (3,033,123) Long-term portion $ 168,513,939 |
Unaudited Quarterly Data (Table
Unaudited Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | (Dollars in millions, except share and per share amounts. Figures may not foot due to rounding) 2022 2021 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues: Voyage revenue $ 176.3 $ 173.2 $ 173.2 $ 117.3 $ 108.2 $ 117.4 $ 186.4 $ 202.5 Charter revenue 15.4 22.4 11.3 10.6 16.7 28.1 26.7 32.1 191.7 195.6 184.5 127.9 125.0 145.5 213.1 234.6 Expenses: Voyage expense 65.3 67.9 74.7 54.2 47.8 46.1 60.4 65.3 Charter hire expense 77.7 65.7 50.8 28.2 53.6 62.6 103.7 115.0 Vessel operating expenses 13.2 12.9 15.4 15.4 8.5 9.8 11.8 12.7 General and administrative 5.3 5.1 5.8 3.9 4.2 6.0 4.4 4.3 Depreciation and amortization 7.3 7.3 7.4 7.5 4.4 4.9 7.2 6.5 Loss on impairment of vessels 3.0 — — — — — — — Loss on sale of vessel — 0.3 — — — — — — Total expenses 171.8 159.2 154.1 109.2 118.5 129.4 187.5 203.8 Income from operations 19.9 36.4 30.4 18.7 6.5 16.1 25.6 30.8 Other income (expense): Interest expense, net (3.4) (3.6) (4.1) (3.6) (2.0) (2.6) (2.4) (3.3) Income attributable to Non-controlling interest recorded as long-term liability interest expense (1.8) (1.7) (2.4) (0.8) (0.3) (0.2) (0.3) (0.4) Unrealized gain (loss) on derivative instruments 7.5 (3.5) (4.5) 1.2 2.0 6.3 5.3 (9.8) Other income (expense) 0.1 0.1 0.3 0.3 0.3 (0.1) 0.6 0.3 Total other income (expense), net 2.4 (8.7) (10.7) (2.9) — 3.4 3.2 (13.2) Net income 22.3 27.7 19.7 15.8 6.5 19.5 28.8 17.6 Income attributable to noncontrolling interests (2.3) (2.5) (1.0) (0.3) (0.7) (0.3) (1.7) (2.4) Net income attributable to Pangaea Logistics Solutions Ltd. $ 20.0 $ 25.2 $ 18.7 $ 15.5 $ 5.8 $ 19.2 $ 27.1 $ 15.2 Earnings (loss) per common share: Basic $ 0.45 $ 0.56 $ 0.42 $ 0.35 $ 0.13 $ 0.44 $ 0.61 $ 0.34 Diluted $ 0.45 $ 0.56 $ 0.42 $ 0.34 $ 0.13 $ 0.43 $ 0.60 $ 0.34 Weighted average shares used to compute earnings per common share Basic 44,388,960 44,430,487 44,415,575 44,435,664 43,971,352 43,998,424 44,004,980 44,004,980 Diluted 45,192,983 45,070,533 44,640,278 44,985,969 44,549,286 44,688,602 44,927,456 44,689,309 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | 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: December 31, 2022 December 31, 2021 Money market accounts – cash equivalents $ 33,689,361 $ 35,193,025 Time deposit accounts - cash equivalents 46,000,000 — Cash (1) 48,695,245 21,015,877 Total cash and cash equivalents $ 128,384,606 $ 56,208,902 (1) Consists of cash deposits at various major banks. |
General Information General Inf
General Information General Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 USD ($) vessel numberOfVessel | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) vessel numberOfVessel | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment of vessels | $ | $ 0 | $ 0 | $ 0 | $ 3,000,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,007,809 | $ 0 |
Panamax | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of vessels | 3 | 3 | ||||||||
Ultramax Ice Class 1C | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of vessels | 2 | 2 | ||||||||
Supramax | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of vessels | 9 | 9 | ||||||||
Panamax Ice Class 1A | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Number of vessels | numberOfVessel | 6 | 6 | ||||||||
Nordic Bulk Ventures Holding Company Ltd. | Owner Of Deck Barge | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 50% | 50% |
Nature of Organization - (Detai
Nature of Organization - (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 187,912,137 | $ 188,746,198 | |
Finance Lease, Liability, Issuance Costs | (3,033,123) | (3,306,842) | |
Finance Lease, Liability, Net | 184,879,014 | 185,439,356 | |
Finance Lease, Liability, Current | (16,365,075) | (14,479,803) | |
Long-term portion | 168,513,939 | 170,959,553 | |
Bulk PODS Ltd., December 2027 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 6,606,770 | 8,450,521 | |
Lessee, Finance Lease, Discount Rate | 6.45% | ||
Bulk Trident Ltd., June 2027 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 5,551,836 | 7,177,082 | |
Lessee, Finance Lease, Discount Rate | 6.48% | ||
Bulk Spirit Ltd., February 2027 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 8,627,604 | 9,768,229 | |
Lessee, Finance Lease, Discount Rate | 5.10% | ||
Bulk Nordic Five Ltd., April 2028 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 13,142,885 | 14,633,229 | |
Lessee, Finance Lease, Discount Rate | 3.97% | ||
Bulk Friendship Corp., September 2024 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 9,507,875 | 10,491,481 | |
Lessee, Finance Lease, Discount Rate | 5.29% | ||
Bulk Nordic Seven LLC, May 2036 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 30,100,318 | 31,673,199 | |
Lessee, Finance Lease, Discount Rate | 8.31% | ||
Bulk Nordic Eight LLC, June 2036 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 30,088,514 | 31,660,789 | |
Lessee, Finance Lease, Discount Rate | 8.31% | ||
Bulk Nordic Nine LLC, September 2036 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 30,163,750 | 31,692,105 | |
Lessee, Finance Lease, Discount Rate | 8.31% | ||
Bulk Nordic Ten LLC, November 2036 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 30,276,595 | 31,799,563 | |
Lessee, Finance Lease, Discount Rate | 8.31% | ||
Bulk Courageous Corp., April 2028 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 10,200,000 | 11,400,000 | |
Lessee, Finance Lease, Discount Rate | 3.93% | ||
Bulk Courageous Corp., February 2029 | |||
Variable Interest Entity [Line Items] | |||
Finance Lease, Liability | $ 13,645,990 | $ 0 | |
Lessee, Finance Lease, Discount Rate | 4.67% | ||
Nordic Bulk Ventures Holding Company Ltd. | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50% | ||
Joint venture payment | $ 800,000 | ||
Nordic Bulk Partners LLC. | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Trade Accounts Receivable | Credit Concentration Risk | Two Customers | ||
Concentration Risk [Line Items] | ||
Percentage | 37% | |
Trade Accounts Receivable | Credit Concentration Risk | One Customer | ||
Concentration Risk [Line Items] | ||
Percentage | 28% | |
Accounts Receivable | Credit Concentration Risk | Twenty Five Customers | ||
Concentration Risk [Line Items] | ||
Percentage | 68% | |
Accounts Receivable | Credit Concentration Risk | Twenty Three Customers | ||
Concentration Risk [Line Items] | ||
Percentage | 56% | |
UNITED STATES | Sales Revenue, Net | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage | 25% | 22% |
CANADA | Sales Revenue, Net | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage | 11% | |
SWITZERLAND | Sales Revenue, Net | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivelants and Restricted Cash (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Money Market Funds, at Carrying Value | $ 35,193,025 | ||
Cash | 21,015,877 | ||
Cash and Cash Equivalents, at Carrying Value, Total | 128,384,606 | $ 56,208,902 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 128,384,606 | $ 56,208,902 | $ 48,397,216 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 4,367,848 | $ 1,990,459 |
Provision for doubtful accounts | $ 2,377,389 | 1,559,378 |
Allowance for doubtful accounts receivable, uncollectible | $ 1,464,957 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Advanced Hire, Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Advance hire | $ 3,491,835 | $ 12,014,451 |
Prepaid expenses | 4,777,648 | 5,956,195 |
Accrued receivables | 7,721,500 | 17,009,957 |
Margin Deposit | 3,239,947 | 5,464,379 |
Other current assets | 9,035,901 | 5,902,705 |
Total | $ 28,266,831 | $ 46,347,687 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Vessels and Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Vessels Salvage Value Per Lightweight Ton | $ 300 |
Vessels | Minimum | |
Property, Plant and Equipment [Line Items] | |
Vessels useful life | 25 years |
Vessels | Maximum | |
Property, Plant and Equipment [Line Items] | |
Vessels useful life | 30 years |
Current Fleet | Minimum | |
Property, Plant and Equipment [Line Items] | |
Vessels useful life | 11 years |
Current Fleet | Maximum | |
Property, Plant and Equipment [Line Items] | |
Vessels useful life | 24 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Long-lived Assets Impairment Considerations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Loss on impairment of vessels | $ 0 | $ 0 | $ 0 | $ 3,000,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,007,809 | $ 0 |
Loss on sales of vessels | $ 0 | $ 0 | $ 300,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 318,032 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Net Debt Issuance Costs and Bank Fees (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Debt issuance costs and bank fees paid to financial institutions | $ 7,627,351 | $ 7,160,807 |
Less: accumulated amortization | (3,162,492) | (2,157,005) |
Unamortized debt issuance costs and bank fees | 4,464,859 | 5,003,802 |
Amortization included in interest expense | $ 1,005,487 | $ 920,995 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Accounts Payable and Accrued Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Accounts payable | $ 9,979,451 | $ 7,029,861 |
Accrued expenses | 11,795,973 | 16,254,253 |
Payments to Suppliers | 6,526,725 | 9,260,262 |
Payments for Operating Activities | 9,337,941 | 14,060,856 |
Note Payable | 0 | 2,549,207 |
Other accrued liabilities | 914,041 | 0 |
Total | $ 38,554,131 | $ 49,154,439 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Taxation (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Income tax expense | $ 443 | $ 605 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Restricted Common Share Awards (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Recognized cost for restricted stock issued as compensation | $ 1,767,726 | $ 2,102,897 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Carrying amount of fixed rate long-term debt | $ 113,589,539 | $ 105,109,129 |
Fair value of fixed rate long-term debt | $ 103,455,979 | $ 107,624,096 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Leases (Details) | 12 Months Ended |
Dec. 31, 2022 vessel lease | |
Property, Plant and Equipment [Line Items] | |
Number of vessels chartered to customers | vessel | 13 |
Time charter, term to completion | 64 days |
Number of noncancelable office leases | lease | 2 |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Vessel lease term | 20 days |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Vessel lease term | 105 days |
Summary of Significant Accou_17
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | $ 5,284,127 | $ 3,961,823 |
Seamar Managements S.A. | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 598,725 | 428,572 |
Pangaea Logistics Solutions (US) LCC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 3,954,605 | 3,533,251 |
King George Slag LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 496,656 | 0 |
Bay Stevedoring LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | $ 234,141 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | Dec. 31, 2022 USD ($) vessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Variable Interest Entity [Line Items] | |||
Total assets | $ 748,241,470 | $ 707,024,006 | |
Total stockholders' equity | $ 368,721,530 | 300,681,394 | $ 234,431,405 |
NBP | |||
Variable Interest Entity [Line Items] | |||
Number of newbuilding vessels | vessel | 4 | ||
Variable Interest Entity | Ship-owning (1) | |||
Variable Interest Entity [Line Items] | |||
Total assets | $ 116,600,000 | 129,400,000 | |
Carrying amount, liabilities | 123,400,000 | 135,600,000 | |
Total stockholders' equity | (6,800,000) | (6,200,000) | |
Noncontrolling interest in variable interest entity | 0 | 0 | |
Variable Interest Entity | NBC | |||
Variable Interest Entity [Line Items] | |||
Total assets | 62,300,000 | 72,900,000 | |
Carrying amount, liabilities | 30,200,000 | 50,600,000 | |
Total stockholders' equity | 32,100,000 | 22,400,000 | |
Noncontrolling interest in variable interest entity | 0 | 0 | |
Variable Interest Entity | Long Wharf | |||
Variable Interest Entity [Line Items] | |||
Total assets | 1,900,000 | 1,900,000 | |
Carrying amount, liabilities | 1,900,000 | 2,000,000 | |
Total stockholders' equity | 0 | 0 | |
Noncontrolling interest in variable interest entity | 0 | 0 | |
Variable Interest Entity | VLNL | |||
Variable Interest Entity [Line Items] | |||
Total assets | 500,000 | 900,000 | |
Carrying amount, liabilities | 0 | 0 | |
Total stockholders' equity | 500,000 | 900,000 | |
Noncontrolling interest in variable interest entity | 1,200,000 | 1,400,000 | |
Variable Interest Entity | NBP | |||
Variable Interest Entity [Line Items] | |||
Total assets | 152,000,000 | 161,200,000 | |
Carrying amount, liabilities | 143,900,000 | 146,600,000 | |
Total stockholders' equity | 8,100,000 | 14,600,000 | |
Noncontrolling interest in variable interest entity | 0 | 0 | |
Variable Interest Entity | Nordic Bulk Holding Company Ltd. | |||
Variable Interest Entity [Line Items] | |||
Total assets | 128,100,000 | 123,900,000 | |
Carrying amount, liabilities | 57,800,000 | 57,400,000 | |
Total stockholders' equity | 70,300,000 | 66,500,000 | |
Noncontrolling interest in variable interest entity | $ 53,300,000 | $ 52,000,000 |
Fixed Assets - Schedule of fixe
Fixed Assets - Schedule of fixed assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Owned vessels | $ 580,517,259 | $ 567,655,615 |
Accumulated depreciation and amortization | (106,652,852) | (97,943,561) |
Vessels, vessel upgrades and capitalized dry docking, net | 473,864,407 | 469,712,054 |
Accumulated depreciation | (2,191,816) | (2,315,932) |
Other fixed assets, net | 2,660,345 | 2,200,756 |
Total fixed assets, net | 476,524,752 | 471,912,810 |
Advances for vessel purchases | 0 | 1,990,000 |
Vessels and vessel upgrades | ||
Property, Plant and Equipment [Line Items] | ||
Owned vessels | 565,107,408 | 554,241,221 |
Capitalized dry docking | ||
Property, Plant and Equipment [Line Items] | ||
Owned vessels | 15,409,851 | 13,414,394 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,541,085 | 2,541,085 |
Computers, equipment and internal use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,311,076 | 1,975,603 |
Other Fixed Assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,852,161 | 4,516,688 |
Other fixed assets, net | $ 2,660,345 | $ 2,200,756 |
Fixed Assets Fixed Assets - Ves
Fixed Assets Fixed Assets - Vessels Under Capital Leases (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Vessels under finance lease, net | $ 43,921,569 | $ 45,195,759 |
Vessels | ||
Property, Plant and Equipment [Line Items] | ||
Vessels under finance lease | 56,061,223 | 53,601,534 |
Accumulated depreciation and amortization | (12,139,654) | (8,405,775) |
Vessels under finance lease, net | $ 43,921,569 | $ 45,195,759 |
Fixed Assets - Net Carrying Val
Fixed Assets - Net Carrying Value (Details) - USD ($) | 12 Months Ended | ||
Jan. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Owned vessels | $ 580,517,259 | $ 567,655,615 | |
Owned vessels, net | 473,864,407 | 469,712,054 | |
Property, Plant and Equipment, Other, Net | 2,660,345 | 2,200,756 | |
Vessels under finance lease | 43,921,569 | 45,195,759 | |
Finance lease right of use assets, net | 45,195,759 | ||
Property, Plant and Equipment, Net | 476,524,752 | 471,912,810 | |
Purchase of vessels | 35,740,482 | 194,620,582 | |
m/v BULK SACHUEST | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 17,188,278 | 0 | |
m/v NORDIC ODYSSEY (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 20,685,092 | 22,456,407 | |
m/v NORDIC ORION (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 21,406,429 | 23,057,114 | |
m/v NORDIC OSHIMA (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 24,292,108 | 25,612,412 | |
m/v NORDIC OLYMPIC (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 24,627,857 | 26,073,841 | |
m/v NORDIC ODIN (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 24,726,033 | 25,982,802 | |
m/v NORDIC OASIS (1) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 26,232,723 | 27,650,350 | |
m/v BULK ENDURANCE | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 23,106,438 | 23,069,545 | |
m/v BULK NEWPORT | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 10,211,578 | 11,566,639 | |
m/v BULK FREEDOM | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 7,464,118 | 8,476,937 | |
m/v BULK PRIDE | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 12,174,942 | 13,560,656 | |
m/v BULK SPIRIT | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 11,703,170 | 12,293,336 | |
m/v BULK INDEPENDENCE | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 14,879,681 | 13,466,530 | |
m/v BULK FRIENDSHIP (4) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 13,680,578 | 14,526,423 | |
mv BULK FRIENDSHIP | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 17,106,444 | ||
Property, Plant and Equipment, Net | 17,797,021 | ||
MISS NORA G. PEARL (3) | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 2,268,086 | 2,714,931 | |
m/v BULK XAYMACA (5) | |||
Property, Plant and Equipment [Line Items] | |||
Vessels under finance lease | 13,082,596 | ||
Finance lease right of use assets, net | 12,661,804 | ||
m/v BULK DESTINY | |||
Property, Plant and Equipment [Line Items] | |||
Vessels under finance lease | 19,814,777 | ||
Finance lease right of use assets, net | 20,074,619 | ||
m/v BULK TRIDENT | |||
Property, Plant and Equipment [Line Items] | |||
Vessels under finance lease | 11,024,196 | ||
Finance lease right of use assets, net | 12,459,336 | ||
Other Capitalized Property Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 37,518,857 | 38,949,402 | |
mv BULK CONCORD | |||
Property, Plant and Equipment [Line Items] | |||
Vessels under finance lease | 0 | ||
Finance lease right of use assets, net | 1,990,000 | ||
Purchase of vessels | $ 19,900,000 | ||
mv NORDIC QINNGUA | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 37,428,322 | 38,838,142 | |
mv NORDIC SANNGIJUQ | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 37,000,230 | 38,377,457 | |
mv NORDIC SIKU | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 37,393,171 | 38,776,359 | |
mv BULK COURAGEOUS | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 15,755,839 | 16,356,730 | |
Purchase of vessels | $ 16,500,000 | ||
mv BULK PROMISE | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 17,619,467 | 18,306,557 | |
Other Fixed Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Other, Net | 2,660,345 | 2,200,756 | |
mv BULK PANGAEA | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | 0 | $ 11,802,463 | |
mv BULK Concord | |||
Property, Plant and Equipment [Line Items] | |||
Owned vessels | $ 19,394,966 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - vessel | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Number of capitalized vessels | 4 | 4 |
Margin Accounts, Derivatives _3
Margin Accounts, Derivatives and Fair Value Measures - Interest Rate Caps (Details) $ in Thousands | 1 Months Ended | |
Jan. 31, 2020 USD ($) numberOfVessel numberOfContract | Dec. 31, 2022 | |
London Interbank Offered Rate (LIBOR) Swap Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Variable rate | 3.25% | |
Interest Rate Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate cap contracts | numberOfContract | 4 | |
Purchase of derivative instrument | $ | $ 628 | |
Number of new building vessels | numberOfVessel | 4 |
Margin Accounts, Derivatives _4
Margin Accounts, Derivatives and Fair Value Measures - Schedule of Derivative Instruments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Margin accounts | Level 1 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | $ 3,239,947 | $ 5,464,379 |
Liability Derivative | 0 | 0 |
Forward freight agreements | Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 2,119,581 | |
Liability Derivative | ||
Fuel swap contracts | Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 1,047,752 | |
Interest Rate Cap | Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 4,892,144 | 718,774 |
Liability Derivative | $ 0 | $ 0 |
Margin Accounts, Derivatives _5
Margin Accounts, Derivatives and Fair Value Measures - Unrealized Gain (Loss) on Derivative Instruments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Unrealized gain on derivative instruments | $ 1,200,000 | $ (4,500,000) | $ (3,500,000) | $ 7,500,000 | $ (9,800,000) | $ 5,300,000 | $ 6,300,000 | $ 2,000,000 | $ 682,323 | $ 3,886,201 |
Forward freight agreements | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Unrealized gain on derivative instruments | (2,284,368) | 2,282,916 | ||||||||
Fuel swap contracts | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Unrealized gain on derivative instruments | (1,206,679) | 1,095,421 | ||||||||
Interest Rate Cap | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Unrealized gain on derivative instruments | $ 4,173,370 | $ 507,864 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Related party debt | $ 0 | $ 242,852 |
Current Related Party Debt | ||
Related Party Transaction [Line Items] | ||
Related party debt | 0 | 242,852 |
Activity | (242,852) | |
King George Slag | Accounts Receivable | ||
Related Party Transaction [Line Items] | ||
Trade receivables due from related party | 0 | 0 |
Activity | 0 | |
Seamar | Accounts Payable and Accrued Expenses | ||
Related Party Transaction [Line Items] | ||
Trade payables due to related party | 1,643,806 | 2,847,910 |
Activity | (1,204,104) | |
Interest payable – 2011 Founders Note | Current Related Party Debt | Loans Payable | ||
Related Party Transaction [Line Items] | ||
Related party debt | 0 | 242,852 |
Activity | (242,852) | |
Loan Payable To Founders [Member] | Current Related Party Debt | Loans Payable | ||
Related Party Transaction [Line Items] | ||
Related party debt | 0 | $ 38,896 |
Activity | $ (38,896) |
Related Party Transactions Narr
Related Party Transactions Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Technical management fees | $ 3,280,920 | $ 2,847,120 |
Accounts Payable and Accrued Expenses | Seamar | ||
Related Party Transaction [Line Items] | ||
Trade payables due to related party | $ 1,643,806 | $ 2,847,910 |
Secured Long-term Debt - Schedu
Secured Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Secured debt | $ 116,034,005 | |
Bulk Sachuest Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 6.19% | |
Bulk Valor Corp Loan Agreement | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.29% | |
Bulk Promise Corp Loan | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.45% | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 116,034,005 | $ 122,977,121 |
Less: unamortized bank fees (6) | (1,431,736) | (1,697,209) |
Long-term debt | 114,602,269 | 121,279,912 |
Less: current portion | (15,782,530) | (15,443,115) |
Secured long-term debt, net | 98,819,739 | 105,836,797 |
Secured Debt | Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 14,395,409 | 16,224,189 |
Interest rate, stated percentage | 2.95% | |
Secured Debt | Bulk Nordic Six Ltd, Tranche A | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 10,099,993 | 11,166,661 |
Secured Debt | Bulk Nordic Six Ltd, Tranche A | Interest Rate Period One | Tranche A | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.39% | |
Secured Debt | Bulk Nordic Six Ltd - Tranche B | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 2,070,000 | 2,330,000 |
Secured Debt | Bulk Nordic Six Ltd - Tranche B | Interest Rate Period One | Tranche B | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 6.03% | |
Secured Debt | Bulk Pride Tranche C | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 3,000,000 | 4,100,000 |
Secured Debt | Bulk Pride Tranche C | Interest Rate Period One | Tranche C | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.39% | |
Secured Debt | Bulk Independence - Tranche E | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 10,500,000 | 11,500,000 |
Secured Debt | Bulk Independence - Tranche E | Interest Rate Period One | Tranche E | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.54% | |
Secured Debt | Bulk Freedom Loan Agreement | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 0 | 2,600,000 |
Secured Debt | 109 Long Wharf Commercial Term Loan | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 374,466 | 484,066 |
Interest rate, stated percentage | 6.39% | |
Secured Debt | mv BULK FRIENDSHIP | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 11,424,507 | 12,718,279 |
Secured Debt | mv BULK Promise Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Secured debt | 11,069,630 | 12,453,926 |
Secured Debt | Bulk Sachuest Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Secured debt | 8,500,000 | 0 |
Secured Debt | Bulk Nordic Oshima, Bulk Nordic Odin, Nordic Olympic, Nordic Oasis | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 44,600,000 | $ 49,400,000 |
Interest rate, stated percentage | 3.38% |
Secured Long-term Debt - Narrat
Secured Long-term Debt - Narrative (Details) | Dec. 23, 2020 installment | May 13, 2019 installment | Dec. 21, 2017 installment | Jun. 14, 2017 installment | Jan. 07, 2017 installment tranche | May 27, 2016 installment | Dec. 11, 2015 installment | Sep. 28, 2015 installment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2017 | Jan. 31, 2017 |
Long-term Debt [Line Items] | ||||||||||||
Long-term debt, gross | $ | $ 116,034,005 | |||||||||||
Secured Debt | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Long-term debt, gross | $ | 116,034,005 | $ 122,977,121 | ||||||||||
Secured Debt | m/v NORDIC OASIS (1) | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 24 | |||||||||||
Secured Debt | Bulk Freedom Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Long-term debt, gross | $ | $ 0 | 2,600,000 | ||||||||||
Secured Debt | 109 Long Wharf Commercial Term Loan | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 120 | |||||||||||
Secured Debt | Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 28 | |||||||||||
Interest rate, stated percentage | 2.95% | |||||||||||
Long-term debt, gross | $ | $ 14,395,409 | $ 16,224,189 | ||||||||||
m/v Nordic Odin and m/v Nordic Olympic | Secured Debt | Bulk Nordic Odin, Bulk Nordic Olympic, Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 28 | |||||||||||
Odyssey and Orion | Secured Debt | Bulk Nordic Odin, Bulk Nordic Olympic, Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 20 | |||||||||||
Interest rate, portion fixed | 50% | |||||||||||
m/v NORDIC OSHIMA (1) | Secured Debt | Bulk Nordic Odin, Bulk Nordic Olympic, Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Interest rate, portion fixed | 50% | |||||||||||
Nordic Bulk Oshima | Secured Debt | Bulk Nordic Odin, Bulk Nordic Olympic, Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 28 | |||||||||||
Eight equal quarterly installments | Secured Debt | Bulk Freedom Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 8 | |||||||||||
Twelve equal quarterly installments | Secured Debt | Bulk Freedom Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 12 | |||||||||||
Tranche A | Secured Debt | Bulk Nordic Six Ltd. Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 27 | |||||||||||
Number of tranches | tranche | 2 | |||||||||||
Tranche B | Secured Debt | Bulk Nordic Six Ltd. Loan Agreement | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 28 | |||||||||||
Tranche C | Secured Debt | The Amended Senior Facility | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 26 | |||||||||||
Tranche D | Secured Debt | The Amended Senior Facility | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 4 | |||||||||||
Tranche E | Secured Debt | Bulk Independence | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Number of periodic payments | 20 |
Secured Long-term Debt- Future
Secured Long-term Debt- Future Minimum Annual Payments (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 15,782,530 |
2021 | 30,751,725 |
2022 | 10,476,019 |
2023 | 10,638,024 |
2024 | 39,955,014 |
Thereafter | 8,430,693 |
Long-term debt | $ 116,034,005 |
Common Stock and Non-Controll_3
Common Stock and Non-Controlling Interest - Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 12, 2016 | |
Class of Stock [Line Items] | |||
Shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, issued (in shares) | 45,898,395 | 45,617,840 | |
Number of shares authorized | 6,200,000 | ||
Total non-cash compensation cost recognized | $ 1,767,726 | $ 2,102,897 | |
Share Incentive Plan | Restricted Stock | |||
Class of Stock [Line Items] | |||
Issued for services | 3,109,063 | ||
Restricted stock units, vesting year 3 | 33.30% | ||
Restricted stock units, vesting year 4 | 33.30% | ||
Restricted stock units, vesting year 5 | 33.30% |
Common Stock and Non-Controll_4
Common Stock and Non-Controlling Interest - Restricted Stock Awards (Schedule of Activity) (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Shares | ||
Beginning balance (in shares) | 1,612,859 | 1,825,426 |
Granted (in shares) | 460,045 | 243,660 |
Vested (in shares) | (624,573) | (428,626) |
Forfeited (in shares) | (81,021) | (27,601) |
Ending balance (in shares) | 1,367,310 | 1,612,859 |
Weighted-Average Grant-Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 2.91 | $ 2.96 |
Granted (in dollars per share) | 4.09 | 3.43 |
Vested (in dollars per share) | 3.42 | 3.13 |
Forfeited (in dollars per share) | 3.03 | 2.84 |
Ending balance (in dollars per share) | $ 3.07 | $ 2.91 |
Common Stock and Non-Controll_5
Common Stock and Non-Controlling Interest - Schedule of Fair Value of Restricted Stock (Details) - Restricted Stock - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Fair value of restricted shares vested | $ 2,690,011 | $ 1,340,119 |
Unrecognized compensation cost for restricted shares | $ 2,585,307 | $ 2,718,222 |
Weighted average remaining period to expense restricted shares (years) | 2 years 11 months 1 day | 2 years 11 months 23 days |
Common Stock and Non-Controll_6
Common Stock and Non-Controlling Interest - Dividends Payable (Details) - Incentive Compensation Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends Payable [Roll Forward] | ||
Beginning balance | $ 213,765 | $ 1,005,763 |
Accrued dividend | 481,693 | 114,901 |
Paid in cash | (69,280) | (906,899) |
Ending balance | $ 626,178 | $ 213,765 |
Common Stock and Non-Controll_7
Common Stock and Non-Controlling Interest - Non-controlling Interest (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Noncontrolling Interest [Line Items] | ||
Retained Earnings | $ 151,327,392 | $ 85,663,375 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jan. 27, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | ||||||||||||
Loss on sales of vessels | $ 0 | $ 0 | $ 300,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 318,032 | $ 0 | ||
Purchase of vessels | $ 35,740,482 | 194,620,582 | ||||||||||
Contracted maximum selling price | $ 32,000,000 | |||||||||||
Time charter, term to completion | 64 days | |||||||||||
Investment in newbuildings in-process | $ 1,990,000 | $ 1,990,000 | ||||||||||
Minimum | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Vessel lease term | 20 days | 20 days | ||||||||||
Maximum | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Vessel lease term | 105 days | 105 days | ||||||||||
m/v BULK DESTINY | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Term of contract | 7 years | 7 years | ||||||||||
Balloon payment to be paid | $ 6,950,000 | $ 6,950,000 | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||||
Interest rate, effective percentage | 3.97% | 3.97% | ||||||||||
mv BULK COURAGEOUS | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Purchase of vessels | $ 16,500,000 | |||||||||||
mv BULK CONCORD | ||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||
Purchase of vessels | $ 19,900,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 29,909,933 | |
2021 | 36,110,040 | |
2022 | 26,423,462 | |
2023 | 23,850,689 | |
2024 | 24,067,121 | |
Thereafter | 140,097,525 | |
Total minimum lease payments | 280,458,770 | |
Less amount representing interest | 92,546,633 | |
Present value of minimum lease payments | 187,912,137 | $ 188,746,198 |
Less current portion | (16,365,075) | (14,479,803) |
Long-term portion | $ 168,513,939 | $ 170,959,553 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 28, 2020 USD ($) numberOfInstallment | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Variable Interest Entity [Line Items] | ||||||||||||
Earnings attributable to non-controlling interest recorded as interest expense | $ 6,717,414 | $ 1,184,741 | ||||||||||
Long-term liabilities - other - Note 11 | $ 19,974,390 | $ 17,806,976 | 19,974,390 | 17,806,976 | $ 10,135,409 | |||||||
Payments to non-controlling interest recorded as long-term liability | (2,050,000) | (195,598) | ||||||||||
Interest Expense, Related Party | $ 800,000 | $ 2,400,000 | $ 1,700,000 | $ 1,800,000 | $ 400,000 | $ 300,000 | $ 200,000 | $ 300,000 | 6,717,414 | 1,184,741 | ||
Contributions from non-controlling interests | 0 | 9,182,423 | ||||||||||
Repayments of Other Long-term Debt | $ (5,000,000) | $ (2,500,000) | ||||||||||
Nordic Bulk Holding Company Ltd. | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Number of installments | numberOfInstallment | 3 | |||||||||||
Consideration transferred | $ 22,500,000 | |||||||||||
Payments to acquire businesses, gross | 15,000,000 | |||||||||||
Consideration transferred, liabilities incurred | $ 7,500,000 | |||||||||||
Basis spread on variable rate | 3.50% | |||||||||||
Periodic payment | $ 2,500,000 | |||||||||||
Ownership percentage | 66.70% | |||||||||||
Nordic Bulk Partners LLC. | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Ownership percentage | 50% |
Unaudited Quarterly Data (Detai
Unaudited Quarterly Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 127,900,000 | $ 184,500,000 | $ 195,600,000 | $ 191,700,000 | $ 234,600,000 | $ 213,100,000 | $ 145,500,000 | $ 125,000,000 | $ 699,706,906 | $ 718,104,388 |
Voyage expense | 54,200,000 | 74,700,000 | 67,900,000 | 65,300,000 | 65,300,000 | 60,400,000 | 46,100,000 | 47,800,000 | 262,088,555 | 219,623,127 |
Charter hire expense | 28,200,000 | 50,800,000 | 65,700,000 | 77,700,000 | 115,000,000 | 103,700,000 | 62,600,000 | 53,600,000 | 222,332,197 | 334,952,823 |
Vessel operating expenses | 15,400,000 | 15,400,000 | 12,900,000 | 13,200,000 | 12,700,000 | 11,800,000 | 9,800,000 | 8,500,000 | 56,859,340 | 42,715,496 |
General and administrative | 3,900,000 | 5,800,000 | 5,100,000 | 5,300,000 | 4,300,000 | 4,400,000 | 6,000,000 | 4,200,000 | 20,103,346 | 18,966,488 |
Depreciation and amortization | 7,500,000 | 7,400,000 | 7,300,000 | 7,300,000 | 6,500,000 | 7,200,000 | 4,900,000 | 4,400,000 | 29,489,810 | 22,974,249 |
Loss on impairment of vessels | 0 | 0 | 0 | 3,000,000 | 0 | 0 | 0 | 0 | 3,007,809 | 0 |
Loss on sales of vessels | 0 | 0 | 300,000 | 0 | 0 | 0 | 0 | 0 | 318,032 | 0 |
Total operating expenses | 109,200,000 | 154,100,000 | 159,200,000 | 171,800,000 | 203,800,000 | 187,500,000 | 129,400,000 | 118,500,000 | 594,199,089 | 639,232,183 |
Income from operations | 18,700,000 | 30,400,000 | 36,400,000 | 19,900,000 | 30,800,000 | 25,600,000 | 16,100,000 | 6,500,000 | 105,507,817 | 78,872,205 |
Interest expense, net | (3,600,000) | (4,100,000) | (3,600,000) | (3,400,000) | (3,300,000) | (2,400,000) | (2,600,000) | (2,000,000) | (14,772,164) | (10,329,397) |
Income attributable to Non-controlling interest recorded as long-term liability interest expense | (800,000) | (2,400,000) | (1,700,000) | (1,800,000) | (400,000) | (300,000) | (200,000) | (300,000) | (6,717,414) | (1,184,741) |
Unrealized gain on derivative instruments | 1,200,000 | (4,500,000) | (3,500,000) | 7,500,000 | (9,800,000) | 5,300,000 | 6,300,000 | 2,000,000 | 682,323 | 3,886,201 |
Other income | 300,000 | 300,000 | 100,000 | 100,000 | 300,000 | 600,000 | (100,000) | 300,000 | 807,142 | 1,129,436 |
Total other expense, net | (2,900,000) | (10,700,000) | (8,700,000) | 2,400,000 | (13,200,000) | 3,200,000 | 3,400,000 | 0 | (20,000,113) | (6,498,501) |
Net income | 15,800,000 | 19,700,000 | 27,700,000 | 22,300,000 | 17,600,000 | 28,800,000 | 19,500,000 | 6,500,000 | 85,507,704 | 72,373,704 |
Income attributable to noncontrolling interests | (300,000) | (1,000,000) | (2,500,000) | (2,300,000) | (2,400,000) | (1,700,000) | (300,000) | (700,000) | (6,016,291) | (5,146,871) |
Net income attributable to Pangaea Logistics Solutions Ltd. | $ 15,500,000 | $ 18,700,000 | $ 25,200,000 | $ 20,000,000 | $ 15,200,000 | $ 27,100,000 | $ 19,200,000 | $ 5,800,000 | $ 79,491,413 | $ 67,226,833 |
Earnings per common share: | ||||||||||
Basic (in dollars per share) | $ 0.35 | $ 0.42 | $ 0.56 | $ 0.45 | $ 0.34 | $ 0.61 | $ 0.44 | $ 0.13 | $ 1.79 | $ 1.53 |
Diluted (in dollars per share) | $ 0.34 | $ 0.42 | $ 0.56 | $ 0.45 | $ 0.34 | $ 0.60 | $ 0.43 | $ 0.13 | $ 1.76 | $ 1.50 |
Weighted average shares used to compute earnings per common share | ||||||||||
Basic (in shares) | 44,435,664 | 44,415,575 | 44,430,487 | 44,388,960 | 44,004,980 | 44,004,980 | 43,998,424 | 43,971,352 | 44,398,987 | 43,997,311 |
Diluted (in shares) | 44,985,969 | 44,640,278 | 45,070,533 | 45,192,983 | 44,689,309 | 44,927,456 | 44,688,602 | 44,549,286 | 45,059,587 | 44,848,997 |
Voyage revenue | ||||||||||
Revenues | $ 117,300,000 | $ 173,200,000 | $ 173,200,000 | $ 176,300,000 | $ 202,500,000 | $ 186,400,000 | $ 117,400,000 | $ 108,200,000 | $ 640,033,668 | $ 614,482,101 |
Charter revenue | ||||||||||
Revenues | $ 10,600,000 | $ 11,300,000 | $ 22,400,000 | $ 15,400,000 | $ 32,100,000 | $ 26,700,000 | $ 28,100,000 | $ 16,700,000 | $ 59,673,238 | $ 103,622,287 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 08, 2021 USD ($) |
Ultramax | |
Subsequent Event [Line Items] | |
Purchase obligation | $ 9.2 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||||
Net Income (Loss) Attributable to Parent | $ 15,500,000 | $ 18,700,000 | $ 25,200,000 | $ 20,000,000 | $ 15,200,000 | $ 27,100,000 | $ 19,200,000 | $ 5,800,000 | $ 79,491,413 | $ 67,226,833 |
Weighted Average Number of Shares Outstanding, Diluted, Adjustment | 660,600 | 851,686 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 128,384,606 | $ 56,208,902 | $ 48,397,216 |