Pangaea Logistics Solutions Ltd. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management 60 recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Changes in Internal Controls over Financial Reporting There were no changes in our internal control over financial reporting during the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Cybersecurity The Company utilizes information technology for internal and external communications with brokers, customers, banks, technical managers and its vessels. It also uses customized software as part of its management and reporting systems. Loss, disruption or compromise of these systems could significantly impact operations and results. The Company is not aware of any material cybersecurity violation or occurrence. We believe our efforts toward prevention of such violation or occurrence, including system design, user training and monitoring of system access, limit, but may not prevent unauthorized access to our systems. Other than temporary disruption to operations that may be caused by a cybersecurity breach, the Company considers cash transactions to be the primary risk for potential loss. The Company and its financial institutions take steps to minimize the risk by requiring multiple levels of authorization, encryption and other controls. Management's Report on Internal Control Over Financial Reporting Management of Pangaea Logistic Solutions Ltd. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management, Board of Directors, and shareholders regarding the preparation and fair presentation of the Company’s published financial statements in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Company; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013. Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, has concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective. 61 Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting The Company’s internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein. ITEM 9B. OTHER INFORMATION. None. 62 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Our current directors and executive officers are as follows: Name Age Position Mark L. Filanowski 67 Chief Executive Officer and Director Gianni Del Signore 39 Chief Financial Officer Carl Claus Boggild 65 Lead Independent Director Anthony Laura 69 Director Richard T. du Moulin 75 Chairman of the Board, Director Eric S. Rosenfeld 64 Director David D. Sgro 45 Director Class I Directors with Terms Expiring in 2024 Eric S. Rosenfeld. Mr. Rosenfeld serves as a director of the Company. Eric Rosenfeld, 64, of New York, New York, U.S.A., has been the President and Chief Executive Officer of Crescendo Partners, L.P., a New York based investment firm, since its formation in November 1998. Prior to forming Crescendo Partners, he held the position of Managing Director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. for 14 years. Mr. Rosenfeld currently serves as lead independent director for Primo Water Corp, a water delivery and filtration company, and CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts. He is also on the board at Aecon Group, Inc., a construction company, and Algoma Steel, Inc., a fully integrated producer of hot and cold rolled steel products. Mr. Rosenfeld has also served as Chairman and CEO for Arpeggio Acquisition Corporation, Rhapsody Acquisition Corporation, Trio Merger Corp, Quartet Merger Corp and Harmony Merger Corp., all blank check corporations that later merged with Hill International, Primoris Services Corporation, SAExploration Holdings, Pangaea Logistics Solutions Ltd and NextDecade Corporation respectively. Mr. Rosenfeld is also the Chief SPAC Officer of Legato Merger Corp II., a blank check corporation. Mr. Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp, a blank check corporation that later merged with Algoma Steel, Inc. Mr. Rosenfeld is also currently the CEO of Allegro Merger Corp, a non-listed shell company. He was also a director of Canaccord Genuity Group, a full-service financial services company, NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc. a company that provides industrial intelligence solutions, DALSA Corp., a digital imaging and semiconductor firm, HIP Interactive, a video game company, GEAC Computer, a software company, Computer Horizons Corp. (Chairman), an IT services company, Pivotal Corp, a cloud software firm, Call-Net Enterprises, a telecommunication firm Primoris Services Corporation, a specialty construction company, and SAExploration Holdings, a seismic exploration company. Mr. Rosenfeld is a regular guest lecturer at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization, and the Value Investing Congress. He is a senior faculty member at the Director’s College. He is a guest lecturer at Tulane Law School. He has also been a regular guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School. The board nominated Mr. Rosenfeld to be a director because he has extensive experience serving on the boards of multinational public companies and in capital markets and mergers and acquisitions transactions. Mr. Rosenfeld also has valuable experience in the operation of a worldwide business faced with a myriad of international business issues. Mr. Rosenfeld’s leadership and consensus-building skills, together with his experience as senior independent director of all boards on which he currently serves, make him an effective board member. Mark L. Filanowski. Mr. Filanowski was appointed to the position of Chief Executive Officer of the Company in December 2021. He served as Pangaea’s Chief Operating Officer from 2016 until his appointment as CEO, was a consultant to the Company from 2014 to 2016, and he has been a board member of the Company since 2014. Mr. Filanowski formed Intrepid Shipping LLC with another board member, Richard du Moulin, in 2002. From 1989 to 2002, he served as Chief Financial Officer and Senior Vice President at Marine Transport Corporation. Mr. Filanowski was Vice President and Controller at Armtek Corporation from 1984 to 1988. Mr. Filanowski started his career at Ernst & Young and worked as a Certified Public Accountant at EY from 1976 to 1984. He has served as the Chairman of the Board at Arvak and at Shoreline Mutual (Bermuda) Ltd., both marine insurance companies. He earned a BS from the University of Connecticut and an MBA from New York 63 University. Mr. Filanowski’s experience in many aspects of the shipping industry, his participation as a director on other independent company boards, and his financial background, qualifications, and experience, make him a valuable part of the Company’s board. Anthony Laura. Mr. Laura is a founder of Pangaea and served as its Chief Financial Officer from the Company's inception until his retirement in April 2017. Prior to co-founding Bulk Partners Ltd., the predecessor to Pangaea, in 1996, Mr. Laura spent 10 years as CFO of Commodity Ocean Transport Corporation (COTCO). Mr. Laura also served as Chief Financial Officer at Navinvest Marine Services from 1986 to 2002. Mr. Laura is a graduate of Fordham University. Class II Directors with Terms Expiring in 2022 Carl Claus Boggild. Mr. Boggild is a founder of Pangaea and served as its President (Brazil) from the Company's inception until his retirement in 2016. Prior to co-founding Bulk Partners Ltd., the predecessor company to Pangaea, in 1996, Mr. Boggild was Director of Chartering and Operations at the Korf Group of Germany. He also was a partner at Trasafra Ltd., a Brazilian agent for the largest independent grain parcel operator from Argentina and Brazil to Europe. He worked for Hudson Trading and Chartering where he was responsible for Brazilian related transportation services. As President of COTCO, he was responsible for the operations of its affiliate Handy Bulk Carriers Corporation. Prior to becoming President of COTCO, Mr. Boggild was an Executive Vice President and was responsible for its Latin American operations. Mr. Boggild holds a diploma in International Maritime Law. Mr. Boggild’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry. David D. Sgro . Mr. Sgro serves as a director of the Company. Mr. Sgro served as Quartet’s chief financial officer, secretary, and a member of its Board of Directors. He has been the Head of Research of Jamarant Capital Mgmt. since its inception in 2015. From 2005 through 2021, Mr. Sgro was an employee of Crescendo Partners, where he completed his tenure as a Senior Managing Director of the firm. Mr. Sgro presently serves or has served on the board of directors of Legato Merger Corp. II, Algoma Steel, Inc., Legato Merger Corp., Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris Services Corporation, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd. Mr. Sgro attended Columbia Business School and prior to that, Mr. Sgro worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate. Mr. Sgro received a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School. In 2001, he became a Chartered Financial Analyst (CFA®) Charterholder. Mr. Sgro is an adjunct faculty member at the College of New Jersey and a regular guest lecturer at Columbia Business School. Class III Directors with Terms Expiring in 2023 Richard T. du Moulin. Mr. du Moulin is currently the President of Intrepid Shipping LLC, a position he has held since he founded Intrepid in 2002. From 1974, he spent 15 years with OMI Corporation, where he served as Executive Vice President, Chief Operating Officer, and as a member of the company's Board of Directors. From 1998 to 2002, Mr. du Moulin served as Chairman and Chief Executive Officer of Marine Transport Corporation. From 1989 to 1998, Mr. du Moulin served as Chairman and CEO of Marine Transport Lines. Mr. du Moulin is a member of the Board Trustees of the Seamens Church Institute of New York and New Jersey. He currently serves as a Director of Teekay Tankers and an advisor to Hudson Structured Capital Management. Mr. du Moulin served as Chairman of Intertanko, the leading trade organization for the tanker industry, from 1996 to 1999. Mr. du Moulin served in the US Navy and is a recipient of the US Coast Guard's Distinguished Service Medal. He received a BA from Dartmouth College and an MBA from Harvard University. Mr. du Moulin’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that our directors and executive officers file initial reports of ownership and reports of changes in ownership with the SEC. Directors and executive officers are required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to us and written representations from our directors and executive officers, all Section 16(a) filing requirements were met for the fiscal year ended December 31, 2021, except for one Form 5 filed by Mr. Coll's Irrevocable Trust on February 15, 2022, which was delinquent with respect to three transfer transactions, and two Form 4s filed by Mr. Filanowski on December 13, 2021 and December 21, 2021 which were delinquent with respect to four transfer transactions. 64 Code of Ethics In October 2014, our board of directors adopted a code of ethics that applies to directors, officers, and employees of ours and of any subsidiaries we may have in the future (including our principal executive officer, our principal financial officer, our principal accounting officer or controller, and persons performing similar functions). We will provide, without charge, upon request, copies of our code of ethics. Requests for copies of our code of ethics should be sent in writing to Phoenix Bulk Carriers (US) LLC, 109 Long Wharf, Newport, RI 02840. Corporate Governance Audit Committee The Company’s Audit Committee is comprised of David Sgro, Eric Rosenfeld and Anthony Laura, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules. The Board of Directors has determined that David Sgro is an audit committee “financial expert” as such term is defined in applicable SEC rules, and that he has the requisite financial management expertise within the meaning of Nasdaq rules and regulations. The Audit Committee is responsible for, among other duties, appointing and overseeing the work of, and relationship with, the independent auditors, including reviewing their formal written statement describing the Company’s internal quality-control procedures and any material issues raised by the internal quality-control review or peer review of the Company or any inquiry or investigation by governmental or professional authorities and their formal written statement regarding auditor independence; reading and discussing with management and the independent auditors the annual audited financial statements and quarterly financial statements, and preparing annually a report to be included in the Company’s proxy statement; providing oversight of the Company’s accounting and financial reporting principles, policies, controls, procedures and practices; and discussing with management polices with respect to risk assessment and risk management. In addition, the Board of Directors has tasked the Audit Committee with reviewing transactions with related parties. Nominating and Corporate Governance Committee The Company’s Nominating and Governance Committee is comprised of Richard du Moulin, Eric Rosenfeld and Carl Claus Boggild, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules. The Nominating and Governance Committee, among other duties, assists the Board of Directors in identifying and evaluating qualified individuals to become members of the Board of Directors, and proposing nominees for election to the Board of Directors and to fill vacancies; considers nominees duly recommended by shareholders for election to the Board of Directors; and evaluates annually the independence of each member of the Board of Directors under applicable Nasdaq listing requirements and SEC rules. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in our Nominating and Corporate Governance Committee Charter, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and Corporate Governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and Corporate Governance committee does not distinguish among nominees recommended by stockholders and other persons. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors. 65 Compensation Committee The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld and David Sgro. The Compensation Committee reviews and approves compensation paid to the Company’s officers and directors and administers the Company’s incentive compensation plans, including authority to make and modify awards under such plans. The Compensation Committee Charter is available on the Company’s website at www.pangaeals.com . Compensation Committee Interlocks and Insider Participations As of December 31, 2021, none of the members of our compensation committee will be, or will have at any time during the past year been, one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. ITEM 11. EXECUTIVE COMPENSATION The Company’s senior executives are generally awarded merit increases and annual incentive compensation in December of each year, following completion of annual performance review cycle. The Company does not have employment agreements with any of its senior executives, including its executive officers, with the exception of the Managing Director of NBC. Summary Compensation Table of the Company’s Named Executive Officers Smaller reporting companies meet the Regulation S-K Item 402 disclosure requirements by providing the shorter disclosures required under the Securities Act of 1934, specifically, the total compensation of the Company’s named executive officer’s which consists of (i) the Company’s Chief Executive Officer, (ii) each of the Company’s next two most highly compensated executive officers, other than its Chief Executive Officer, who served as an executive officer at December 31, 2021 and whose total compensation exceeded $100,000, and (iii) two individuals for whom disclosure would have been required but who were not serving as executive officers of the Company at December 31, 2021. The following table sets forth the total compensation for the fiscal years ended December 31, 2021 and 2020: Name and Principal Position Year Salary and Compensation Cash Bonus All Other Compensation (1) Total Edward Coll (2) 2021 $ 250,000 $ 1,100,000 $ 6,125 $ 1,356,125 Former Chief Executive Officer 2020 $ 250,000 $ 940,000 $ 6,125 $ 1,196,125 Mark L. Filanowski (3) 2021 $ 200,000 $ 750,000 $ 45,080 $ 995,080 Chief Executive Officer 2020 $ 200,000 $ 300,000 $ 28,571 $ 528,571 (Principal Executive Officer) Gianni Del Signore 2021 $ 200,000 $ 350,000 $ 31,304 $ 581,304 Chief Financial Officer 2020 $ 200,000 $ 150,000 $ 51,065 $ 401,065 (Principal Financial Officer) (1) All other compensation includes employer matching contribution to the 401(k) plan and vesting of restricted share grants. (2) Edward Coll, longtime Chief Executive Officer, died on December 14, 2021. (3) On December 14, 2021, the Board of Directors appointed Mark Filanowski as Chief Executive Officer. 66 Narrative Disclosure to Summary Compensation Table The Company does not have employment agreements with any of its named executive officers. Bonuses paid to our named executive officers are purely discretionary, as determined by our Compensation Committee, and may be paid in the year following the calendar year to which they relate. The Company maintains, and the named executive officers participate in, a 401(k) retirement savings plan. Each participant who is a United States employee may contribute to the 401(k) plan, through payroll deductions, up to 90% of his or her salary limited to the maximum allowed by the Internal Revenue Service regulations. All amounts contributed by employee participants and earnings on these contributions are fully vested at all times and are not taxable to participants until withdrawn. Employee participants may elect to invest their contributions in various established funds. The Company also makes matching contributions to the accounts of all plan participants. Except as set forth above, the Company’s named executive officers generally participate in the same programs as its other employees. Outstanding Equity Awards at Fiscal Year-End As of December 31, 2021, the Company’s named executive officers held the following outstanding equity or equity-based awards, all of which are earned: Stock Award Grant Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Mark Filanowski 12/28/20 50,000 $ 132,500 Chief Executive Officer 12/31/19 50,000 $ 147,500 01/02/19 45,000 $ 126,450 03/15/18 10,550 $ 32,705 01/06/17 7,508 $ 25,002 163,058 464,157 Gianni DelSignore 12/28/20 55,000 $ 145,750 Chief Financial Officer 12/31/19 55,000 $ 162,250 01/02/19 50,000 $ 140,500 03/15/18 6,334 $ 19,635 01/06/17 5,667 $ 18,871 172,001 $ 487,007 Retirement Benefits, Termination, Severance and Change in Control Payments As of December 31, 2021, none of the Company’s officers, including its named executive officers, have any retirement benefits (other than their right to participate in the Company’s 401(k) retirement plan, as described above) or have any rights to severance payments. Compensation of Non-Employee Directors. Under the compensation program for our non-employee directors, non-employee directors received a combination of cash compensation and restricted shares of our common stock, pursuant to the 2014 Long-Term Incentive Plan (the "2014 Plan"), as payment for services rendered as such members. See ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS - Equity Compensation Plan Information for additional information on the 2014 Plan. Our director compensation policy provides that each director elected or appointed to the Board is granted a RSU award with a grant-date fair value of approximately $100,000 calculated in accordance with ASC 718. The Company offers to our non- 67 independent directors a RSU award with a grant-date fair value of approximately $50,000. Refer to Note 9, "Common Stock and Non-Controlling Interest", to our financial statements contained herein. The following table sets forth compensation paid to or earned by our non-employee directors during 2021: Name (1) Fees Earned or Paid in Cash Stock Awards (2) Total Richard DuMoulin $ 50,000 $ 100,000 $ 150,000 Eric Rosenfeld $ 50,000 $ 100,000 $ 150,000 David Sgro $ 50,000 $ 100,000 $ 150,000 Paul Hong (3) $ 12,500 $ 100,000 $ 112,500 Nam Trinh (3) $ 12,500 $ 100,000 $ 112,500 Anthony Laura $ 43,750 $ 100,000 $ 143,750 Claus Boggild $ 25,000 $ 50,000 $ 75,000 (1) Information for Messrs. Coll and Filanowski, who served as a member of our board of directors in 2021 , are not included in this table because they did not receive additional compensation for services rendered as members of our board of directors. (2) Represents the grant-date fair value calculated in accordance with ASC 718. Refer to Note 9, "Common Stock and Non-Controlling Interest" for additional information. (3) At the grant date, Messrs. Trinh and Hong transferred their shares to Pangaea One Acquisition Holdings XIV, LLC ("POAH") through the transfer agreements. We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings or performing other services for us in their capacities as directors. 68 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS Equity Compensation Plan Information Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b) Weighted-average exercise price of outstanding options, warrants, and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by shareholders — — 510,782 Equity compensation plans not approved by shareholders — — — Total — — 510,782 During 2014, the Company adopted, and our shareholders approved, the 2014 Share Incentive Plan (the “2014 Plan”). The purpose of the 2014 Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of the Company and its affiliates and promoting the creation of long-term value for our shareholders by closely aligning the interests of such individuals with those of such shareholders. The 2014 Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. On August 12, 2019, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 14, 2019. The PANGAEA LOGISTICS SOLUTIONS LTD. 2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 14, 2019), (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 4,500,000. There are 510,782 shares available for future issuance under the equity compensation plans as of December 31, 2021. Security Ownership of Certain Beneficial Owners The following table sets forth information regarding the beneficial ownership of our common stock as of March 16, 2022 by: • each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; • each of our officers and directors; and • all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. 69 Name and Address of Beneficial Owner (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Beneficial Ownership (2) Directors and Executive Officers : Lagoa Investments (3) c/o Phoenix Bulk Carriers (US) LLC 109 Long Wharf Newport, RI 02840 8,290,437 18.13 % Gianni DelSignore* 109 Long Wharf Newport, RI 02840 282,555 0.62 % Richard T. du Moulin* 52 Elm Avenue Larchmont, NY 10538 191,285 0.42 % Mark L. Filanowski (4) * 109 Long Wharf Newport, RI 02840 324,382 0.71 % Eric S. Rosenfeld (5) 777 Third Ave, 37th Floor New York, NY 10017 903,417 1.98 % David D. Sgro* (6) 777 Third Ave, 37th Floor New York, NY 10017 339,494 0.74 % All Directors and Officers as a Group 10,331,570 22.59 % Five Percent Holders : Lagoa Investments 8,290,437 18.13 % *Less than 1%. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Phoenix Bulk Carriers (US) LLC, 109 Long Wharf, Newport, Rhode Island 02840. (2) The beneficial ownership of the common shares by the shareholders set forth in the table is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any common shares as to which the shareholder has sole or shared voting power or investment power and also any common shares that the shareholder has the right to acquire within 60 days. The percentage of beneficial ownership is calculated based on 45,726,680 outstanding common shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them. (3) Shares owned by Lagoa Investments. Mr. Boggild is the Managing Director of Lagoa Investments and solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Boggild may be deemed to be the beneficial owner of the shares held by Lagoa Investments. (4) Shares owned by Mark Filanowski include 50,507 common shares held by his family members. (5) Shares owned by Eric Rosenfeld include 355,556 shares owned by Crescendo Partners III, L.P. Mr. Rosenfeld is the Managing Member of Crescendo Investments III, LLC which is the General Partner of Crescendo Partners III, L.P. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Rosenfeld may be deemed to be the beneficial owner of the shares held by Crescendo Partners III, L.P. (6) Shares owned by David Sgro include 66,667 shares owned by Jamarant Capital L.P. of which Mr. Sgro is the Managing Member. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Sgro may be deemed to be the beneficial owner of the shares held by Jamarant Capital L.P. ITEM 13. CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our 70 audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction with unaffiliated third parties. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Related Party Transactions For more information, please read “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Related Party Transactions .” Director Independence We have determined that Richard du Moulin, Eric Rosenfeld, David Sgro and Anthony Laura are “independent directors” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of Grant Thornton LLP acts as our independent registered public accounting firm. The following is a summary of fees paid to Grant Thornton LLP for services rendered. Audit Fees Audit fees consist of the fees and expenses for professional services rendered in connection with the audit of the Company’s consolidated financial statements, reviews of the consolidated financial statements included in each of the Company’s Quarterly Reports on Form 10-Q and fees for services related to the Company’s registration statements, consents, and assistance with and review of documents filed with the SEC. During the years ended December 31, 2021 and 2020, the Company incurred an aggregate of $804,648 and $551,100 in audit fees, respectively. Audit-related fees During each of the years ended December 31, 2021 and 2020, the Company incurred audit-related fees of $52,000 and $52,000, respectively, consisting of the fees and expenses for the audit of Nordic Bulk Holding Company Ltd., a subsidiary of the Company. Tax Fees During the years ended December 31, 2021 and 2020, our independent registered public accounting firm did not render any tax services to us. All Other Fees 71 During the years ended December 31, 2021 and 2020, there were no fees billed for services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval of Audit and Non-Audit Services Our Audit Committee charter provides that all audit services and non-audit services must be pre-approved by the Audit Committee. The Audit Committee may delegate authority to grant pre-approvals of audit and permitted non-audit services to a subcommittee consisting of one or more members of the Audit Committee, provided that any pre-approvals granted by any such subcommittee must be presented to the full Audit Committee at its next scheduled meeting. From time to time, the Audit Committee has delegated to the Chairman of the committee the authority to pre-approve audit, audit-related and permitted non-audit services. All non-audit services were reviewed with the Audit Committee or the Chairman, which concluded that the provision of such services by Grant Thornton LLP were compatible with the maintenance of such firm's independence in the conduct of their respective auditing functions. 72 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F- 2 Consolidated Financial Statements: Consolidated Balance Sheets F- 4 Consolidated Statements of Income F- 5 Consolidated Statements of Changes in Stockholders' Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Pangaea Logistic Solutions Ltd. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Pangaea Logistics Solutions Ltd. (a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2022 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2013 . Hartford, Connecticut March 16, 2022 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Pangaea Logistic Solutions Ltd. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd. (a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated March 16, 2022 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Hartford, Connecticut March 16, 2022 F-3 Pangaea Logistics Solutions Ltd. Consolidated Balance Sheets December 31, 2021 December 31, 2020 Assets Current Assets Cash and cash equivalents $ 56,208,902 $ 46,897,216 Restricted cash — 1,500,000 Accounts receivable (net of allowance of $ 1,990,459 and $ 1,896,038 at December 31, 2021 and 2020, respectively) 54,259,265 29,152,153 Bunker inventory 27,147,760 15,966,247 Advance hire, prepaid expenses and other current assets 46,347,687 17,826,153 Total current assets 183,963,614 111,341,769 Fixed assets, net 471,912,810 276,741,751 Advances for vessel purchases 1,990,000 — Investment in newbuildings in-process — 15,390,635 Finance lease right of use assets, net 45,195,759 45,240,198 Other Non-current Assets 3,961,823 1,689,792 Total assets $ 707,024,006 $ 450,404,145 Liabilities and stockholders' equity Current liabilities Accounts payable, accrued expenses and other current liabilities $ 49,154,439 $ 32,400,288 Related party notes payable 242,852 242,852 Deferred revenue 32,205,312 12,799,561 Current portion of long-term debt 15,443,115 57,382,674 Current portion of finance lease liabilities 14,479,803 6,978,192 Dividends payable 213,765 1,005,763 Total current liabilities 111,739,286 110,809,330 Secured long-term debt, net 105,836,797 44,507,708 Finance lease liabilities 170,959,553 50,520,294 Long-term liabilities - other - Note 11 17,806,976 10,135,408 Commitments and contingencies - Note 10 Stockholders' equity: Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding — — Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 45,617,840 and 45,447,751 shares issued and outstanding at December 31, 2021 and 2020, respectively 4,562 4,545 Additional paid-in capital 161,534,280 159,581,415 Retained Earnings 85,663,375 23,179,805 Total Pangaea Logistics Solutions Ltd. equity 247,202,217 182,765,765 Non-controlling interests 53,479,177 51,665,640 Total stockholders' equity 300,681,394 234,431,405 Total liabilities and stockholders' equity $ 707,024,006 $ 450,404,145 The accompanying notes are an integral part of these consolidated financial statements F-4 Pangaea Logistics Solutions Ltd. Consolidated Statements of Income Years ended December 31, 2021 2020 Revenues: Voyage revenue $ 614,482,101 $ 349,738,153 Charter revenue 103,622,287 33,157,838 Total revenue 718,104,388 382,895,991 Operating expenses: Voyage expense 219,623,127 161,881,133 Charter hire expense 334,952,823 127,769,042 Vessel operating expenses 42,715,496 38,047,308 General and administrative 18,966,488 15,915,035 Depreciation and amortization 22,974,249 17,055,271 Loss on impairment of vessels — 1,801,039 Loss on sale of vessels — 730,065 Total operating expenses 639,232,183 363,198,893 Income from operations 78,872,205 19,697,098 Other (expense) income: Interest expense, net ( 10,329,397 ) ( 7,653,512 ) Interest expense, non-controlling interest ( 1,184,741 ) ( 177,802 ) Unrealized gain (loss) gain on derivative instruments 3,886,201 ( 156,019 ) Other income 1,129,436 982,345 Total other expense, net ( 6,498,501 ) ( 7,004,988 ) Net income 72,373,704 12,692,110 Income attributable to noncontrolling interests ( 5,146,871 ) ( 1,339,930 ) Net income attributable to Pangaea Logistics Solutions Ltd. $ 67,226,833 $ 11,352,180 Earnings per common share: Basic $ 1.53 $ 0.26 Diluted $ 1.50 $ 0.26 Weighted average shares used to compute earnings per common share Basic 43,997,311 43,417,879 Diluted 44,848,997 43,817,348 The accompanying notes are an integral part of these consolidated financial statements F-5 Pangaea Logistics Solutions Ltd. Consolidated Statements of Changes in Stockholders' Equity Common Stock Additional Paid-in Capital Retained Earnings Total Pangaea Logistics Solutions Ltd. Equity Non-Controlling Interest Total Stockholders' Equity Shares Amount Balance at December 31, 2019 44,886,122 $ 4,489 $ 157,504,895 $ 12,736,580 $ 170,245,964 $ 72,825,710 $ 243,071,674 Share-based compensation — — 2,314,940 — 2,314,940 — 2,314,940 Acquisition of noncontrolling interest ( 22,500,000 ) ( 22,500,000 ) Issuance of restricted shares, net of forfeitures 561,629 56 ( 238,420 ) — ( 238,364 ) — ( 238,364 ) Common Stock Dividend — — — ( 908,955 ) ( 908,955 ) — ( 908,955 ) Net income — — — 11,352,180 11,352,180 1,339,930 12,692,110 Balance at December 31, 2020 45,447,751 $ 4,545 $ 159,581,415 $ 23,179,805 $ 182,765,765 $ 51,665,640 $ 234,431,405 Share-based compensation — — 2,102,897 — 2,102,897 — 2,102,897 Issuance of restricted shares, net of forfeitures 170,089 17 ( 150,032 ) — ( 150,015 ) — ( 150,015 ) 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 — — — 67,226,833 67,226,833 5,146,871 72,373,704 Balance at December 31, 2021 45,617,840 $ 4,562 $ 161,534,280 $ 85,663,375 $ 247,202,217 $ 53,479,177 $ 300,681,394 The accompanying notes are an integral part of these consolidated financial statements F-6 Pangaea Logistics Solutions, Ltd. Consolidated Statements of Cash Flows Years ended December 31, 2021 2020 Operating activities Net income $ 72,373,704 $ 12,692,110 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization expense 22,974,249 17,055,271 Amortization of deferred financing costs 920,995 662,440 Amortization of prepaid rent 115,256 122,272 Unrealized (gain) loss on derivative instruments ( 3,886,201 ) 156,019 Income from equity method investee ( 1,129,436 ) ( 1,083,142 ) Earnings attributable to non-controlling interest recorded as interest expense 1,184,741 177,802 Provision for doubtful accounts 1,559,378 152,416 Loss on impairment of vessels — 1,801,039 Loss on sales of vessels — 730,065 Drydocking costs ( 8,075,813 ) ( 5,858,960 ) Share-based compensation 2,102,897 2,314,940 Change in operating assets and liabilities: Accounts receivable ( 26,666,490 ) ( 995,167 ) Bunker inventory ( 11,181,513 ) 5,034,763 Advance hire, prepaid expenses and other current assets ( 24,935,427 ) 338,022 Accounts payable, accrued expenses and other current liabilities 16,983,215 ( 10,887,555 ) Deferred revenue 19,405,751 ( 1,576,833 ) Net cash provided by operating activities 61,745,306 20,835,502 Investing activities Purchase of vessels and vessel improvements ( 194,620,582 ) ( 2,892,776 ) Proceeds from sale of vessels — 11,666,507 Acquisition of non-controlling interest — ( 15,000,000 ) Advances for Vessel Purchases / Investment in newbuildings in-process ( 1,990,000 ) ( 33,446 ) Purchase of equipment and internal use software ( 42,963 ) — Contribution to non-consolidated subsidiaries ( 1,138,835 ) — Purchase of derivative instrument — ( 628,000 ) Net cash used in investing activities ( 197,792,380 ) ( 6,887,715 ) Financing activities Proceeds from long-term debt 79,150,000 18,000,000 Payments of financing and issuance costs ( 2,046,450 ) ( 421,775 ) Payments of long-term debt ( 61,960,469 ) ( 22,990,674 ) Proceeds from finance leases 141,166,978 — Payments on finance lease obligation ( 9,919,514 ) ( 12,548,938 ) Payments on other long-term liability ( 2,500,000 ) — Dividends paid to non-controlling interests ( 3,333,334 ) — Common stock accrued dividends paid ( 5,535,261 ) ( 535,153 ) Cash paid for incentive compensation shares relinquished ( 150,015 ) ( 238,364 ) Contributions from non-controlling interests 9,182,423 322,750 Payments to non-controlling interest recorded as long-term liability ( 195,598 ) ( 193,508 ) Net cash provided by (used in) financing activities 143,858,760 ( 18,605,662 ) Net increase (decrease) in cash, cash equivalents and restricted cash 7,811,686 ( 4,657,875 ) Cash, cash equivalents and restricted cash at beginning of period $ 48,397,216 $ 53,055,091 Cash, cash equivalents and restricted cash at end of period $ 56,208,902 $ 48,397,216 F-7 Pangaea Logistics Solutions, Ltd. Consolidated Statements of Cash Flows (continued) Supplemental cash flow items: Cash paid for interest $ 9,088,684 7,149,210 Supplemental non-cash investing and financing Information: Deferred consideration related to acquisition of non-controlling interest $ — $ 7,500,000 The accompanying notes are an integral part of these consolidated financial statements F-8 NOTE 1 - 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, 2021 the Company owned three Panamax, three Ultramax (two Ultramax Ice Class 1C and one Ultramax), and eight Supramax vessels. 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 of NBHC after the acquisition. NBHC owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50 % interest in the owner of a deck barge. On November 5, 2021, the Company entered in to a memorandum of agreement to purchase a 2009 Imabari-built 76,600 dwt dry bulk vessel to add to its operating fleet. The vessel was delivered February 17, 2022 and renamed the m/v Bulk Concord. NOTE 2 – 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 4. At December 31, 2021 and 2020, 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. F-9 • 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. F-10 • 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. At December 31, 2021 and 2020, 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, 2021. 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, 2021 and 2020. 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. • Nordic Bulk Partners LLC. (“NBP”) – a corporation that was duly organized under the laws of the Marshall Island. NBP was established in September 2019 for the purpose of providing funding to Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten for the construction of four newbuilding vessels and subsequently at completion and delivery of the newbuilding vessels owning Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten. Bulk Seven, Bulk Eight, Bulk Nine and Bulk Ten are corporations that were duly organized under the laws of the Marshall Islands in September 2019 for the purpose of constructing and owning Post-Panamax newbuilding vessels named m/v Nordic Nuluujaak, m/v Nordic Qinngua, m/v Nordic Sanngijuq and m/v Nordic Siku, respectively, the four newbuilding vessels were delivered in 2021. At December 31, 2021 the Company had a 50 % ownership interest in NBP with the other 50 % ownership interest owned by the independent third-party. NOTE 3 - 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 F-11 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, 2021 and 2020, the Company recognized $3.7 million and $1.8 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 F-12 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, 2021 and 2020, 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, 2021, two customers accounted for 28 % of the Company’s trade accounts receivable. At December 31, 2020, there was one customers that accounted for 26 % of the Company’s trade accounts receivable. F-13 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. At December 31, 2020, seventeen customers in the United States, seven customers in Brazil and seven customers in the United Emirates accounted for 59 % of accounts receivable. 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, 2020, revenue from customers in each of the following countries accounted for at least 10% of total revenue; the United States (twenty-seven representing 28 %) Switzerland (twenty-one representing 14 %) and Canada (seven representing 12 %). For the year ended December 31, 2021 there were no customers accounting for 10% or more of total revenue. For the year ended December 31, 2020, one customer accounted for 10% of total revenue. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows: December 31, 2021 2020 Money market accounts – cash equivalents $ 35,193,025 $ 18,443,443 Cash (1) 21,015,877 28,453,773 Total cash and cash equivalents $ 56,208,902 $ 46,897,216 Restricted cash — 1,500,000 Total cash, cash equivalents and restricted cash $ 56,208,902 $ 48,397,216 (1) Consists of cash deposits at various major banks. Restricted cash at December 31, 2020 consists of $ 1.5 million held by the facility agent as required by the Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. and Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement (See Note 8). 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, 2021 and 2020, the Company has provided an allowance for doubtful accounts of $ 1,990,459 and $ 1,896,038 respectively, for amounts that are not expected to be fully collected. The provision for doubtful accounts was $ 1,559,378 in 2021 and $ 152,416 in 2020. The Company wrote off $ 1,464,957 and $ 165,219 during 2021 and 2020, respectively, which amounts were 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. Advanced 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"). F-14 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: 2021 2020 Advance hire $ 12,014,451 $ 5,026,953 Prepaid expenses 5,956,195 3,706,396 Accrued receivables 17,009,957 6,823,409 Margin Deposit 5,464,379 814,062 Other current assets 5,902,705 1,455,333 Total $ 46,347,687 $ 17,826,153 Other Non-current Assets At December 31, other non-current assets were comprised of the following: Name 2021 2020 Investment in Seamar Managements S.A. $ 428,572 $ 200,004 Investment in Pangaea Logistics Solutions (US) LLC 507,270 381,137 Investment in King George Slag LLC — 200,000 Investment in Bay Stevedoring LLC 3,025,981 908,651 Total $ 3,961,823 $ 1,689,792 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 8 - 30 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 F-15 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. The Company concluded that no triggering event had occurred during the twelve months ended December 31, 2021 which would require impairment testing. The Company concluded that no triggering event had occurred during the first, third and fourth quarter of 2020 which would require impairment testing. During the second quarter of 2020, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. A loss on impairment of $ 1.8 million was recorded in the second quarter of 2020 when the Memorandum of Agreement was signed. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amount and as such, no additional loss on impairment was recognized. 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, 2021 2020 Debt issuance costs and bank fees paid to financial institutions $ 7,160,807 $ 6,547,299 Less: accumulated amortization ( 2,157,005 ) ( 2,650,091 ) Unamortized debt issuance costs and bank fees $ 5,003,802 $ 3,897,208 Amortization included in interest expense $ 920,995 $ 662,440 Accounts Payable and Accrued Expenses The components of accounts payable and accrued expenses are as follows: F-16 December 31, 2021 2020 Accounts payable $ 21,090,717 $ 18,678,099 Accrued expenses 16,254,253 6,686,602 Bunkers suppliers 9,260,262 3,967,755 Note Payable - Note 11 2,549,207 2,500,000 Other accrued liabilities — 567,832 Total $ 49,154,439 $ 32,400,288 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 $ 605,000 and $ 578,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2021 and 2020, 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, 2021 and 2020. Where required, the Company complies with income tax filings in its various jurisdictions of operations. As of December 31, 2021 and 2020, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2016. 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, 2021 and 2020 is $ 2,102,897 and $ 2,314,940 , 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 9, "Common Stock 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. F-17 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, 2021, the Company has three fully fixed rate debt facilities and one facility which is fixed in part. At December 31, 2020, the Company has seven fully fixed rate debt facilities. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: December 31, 2021 2020 Carrying amount of fixed rate long-term debt $ 105,109,129 $ 93,401,776 Fair value of fixed rate long-term debt $ 107,624,096 $ 95,434,525 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. F-18 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, 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, 2021, 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. At December 31, 2020, the Company had twelve vessels chartered to customers under time charters that contain leases. These twelve leases varied in original length from 20 days to 83 days. At December 31, 2021, lease payments due under these arrangements totaled approximately $ 2,404,000 and each of the time charters were due to be completed in thirty 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 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Companies can apply the ASU immediately, however the guidance will only be available until December 31, 2022. 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. NOTE 4 - 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, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2021. The Company has concluded that Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Atlantic, Bulk Trident, Bulk Phoenix, Bulk Barents, Bulk Bothnia, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2020. 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. F-19 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, 2021 Ship-owning (1) NBHC NBC Long Wharf VLNL NBP (3) 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' equity $ ( 6.2 ) $ 66.5 $ 22.4 $ — $ 0.9 $ 14.6 Non-controlling interest (2) $ — $ 52.0 $ — $ — $ 1.4 $ — December 31, 2020 (Dollars in millions, figures may not foot due to rounding) Ship-owning (1) NBHC NBC Long Wharf VLNL NBP (3) Total assets $ 100.9 $ 129.3 $ 37.2 $ 2.0 $ 1.3 $ 19.7 Total liabilities $ 100.8 $ 68.7 $ 24.5 $ 2.1 $ 0.1 $ 5.1 Total stockholders' (deficit)/equity $ — $ 60.6 $ 12.7 $ ( 0.1 ) $ 1.3 $ 14.6 Non-controlling interest (2) $ — $ 50.1 $ — $ — $ 1.6 $ — (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. (3) NBP was established in September 2019 for the purpose of providing funding to Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten for the construction of four newbuilding vessels and subsequently at completion and delivery of the newbuilding vessels owning Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten. F-20 NOTE 5 - FIXED ASSETS At December 31, fixed assets consisted of the following: 2021 2020 Vessels and vessel upgrades $ 554,241,221 $ 344,212,881 Capitalized dry docking 13,414,394 12,716,442 567,655,615 356,929,323 Accumulated depreciation and amortization ( 97,943,561 ) ( 82,887,697 ) Vessels, vessel upgrades and capitalized dry docking, net 469,712,054 274,041,626 Land and building 2,541,085 2,541,085 Computers, equipment and internal use software 1,975,603 2,318,247 Other fixed assets 4,516,688 4,859,332 Accumulated depreciation ( 2,315,932 ) ( 2,159,207 ) Other fixed assets, net 2,200,756 2,700,125 Total fixed assets, net $ 471,912,810 $ 276,741,751 Advances for vessel purchases $ 1,990,000 — Investment in newbuildings in-process — $ 15,390,635 At December 31, vessels under finance leases consisted of the following: 2021 2020 Vessels under finance lease $ 53,601,534 51,229,372 Accumulated depreciation and amortization ( 8,405,775 ) ( 5,989,174 ) Vessels under finance lease, net $ 45,195,759 $ 45,240,198 F-21 The net carrying value of the Company’s fleet consists of the following: December 31, 2021 2020 Owned vessels m/v BULK PANGAEA $ 11,802,463 $ 13,636,241 m/v NORDIC ODYSSEY (1) 22,456,407 24,481,390 m/v NORDIC ORION (1) 23,057,114 22,625,141 m/v NORDIC OSHIMA (1) 25,612,412 26,966,257 m/v NORDIC OLYMPIC (1) 25,982,802 27,421,649 m/v NORDIC ODIN (1) 26,073,841 27,341,460 m/v NORDIC OASIS (1) 27,650,350 28,029,024 m/v NORDIC NULUUJAAK (2) (4) 38,949,402 — m/v NORDIC QINNGUA (2) (4) 38,838,142 — m/v NORDIC SANNGIJUQ (2) (4) 38,377,457 — m/v NORDIC SIKU (2) (4) 38,776,359 — m/v BULK ENDURANCE 23,069,545 24,024,593 m/v BULK COURAGEOUS (4) 16,356,730 — m/v BULK NEWPORT 11,566,639 11,966,186 m/v BULK FREEDOM 8,476,937 9,457,640 m/v BULK PRIDE 13,560,656 14,628,727 m/v BULK SPIRIT (4) 12,293,336 12,849,322 m/v BULK INDEPENDENCE 13,466,530 14,020,964 m/v BULK FRIENDSHIP (4) 14,526,423 13,431,253 m/v BULK VALOR 17,797,021 — m/v BULK PROMISE 18,306,557 — MISS NORA G. PEARL (3) 2,714,931 3,161,779 $ 469,712,054 $ 274,041,626 Other fixed assets, net 2,200,756 2,699,836 Total fixed assets, net $ 471,912,810 $ 276,741,462 Vessels under finance lease (4) m/v BULK XAYMACA (5) 12,661,804 13,095,023 m/v BULK DESTINY $ 20,074,619 $ 20,636,264 m/v BULK TRIDENT 12,459,336 11,508,911 $ 45,195,759 $ 45,240,198 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, 2021 and December 31, 2020. (2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% and 75% ownership interest at December 31, 2021 and 2020, respectively. (3) Barge is owned by a 50% owned consolidated subsidiary. (4) Refer to Note 10, "Commitments and Contingencies," of our Financial Statements for additional information related to the vessels under finance lease. F-22 (5) Formerly known as m/v Bulk PODS. (6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Supramax 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. The Company capitalized dry-docking costs on five vessels in 2021 and three vessels in 2020. The amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking. The Company capitalized drydocking costs totaling $8.1 million and $5.9 million in the twelve months ended December 31, 2021 and 2020, respectively. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets. F-23 NOTE 6 - MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES Margin Accounts During December 31, 2021 and 2020, 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, 2021 and 2020. 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 $ 22.8 million 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, 2021 and December 31, 2020: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 12/31/2021 12/31/2020 Balance Sheet Location 12/31/2021 12/31/2020 Margin accounts (1) Other current assets $ 5,464,379 $ 814,062 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ 2,119,581 $ — Other current liabilities $ — $ 163,335 Fuel swap contracts (2) Other current assets $ 1,047,752 $ — Other current liabilities $ — $ 47,667 Interest rate cap (2) Other current assets $ 718,774 $ 210,910 Other current liabilities $ — $ — F-24 (1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy. (2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy. The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures , in order of priority are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts. Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended December 31, 2021 and 2020: Unrealized gain (loss) on derivative instruments For the year ended December 31, Derivative instruments 2021 2020 Forward freight agreements $ 2,282,916 $ ( 13,575 ) Fuel Swap Contracts $ 1,095,421 $ 274,646 Interest rate cap $ 507,864 $ ( 417,090 ) 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. F-25 NOTE 7 - RELATED PARTY TRANSACTIONS Amounts and notes payable to related parties consist of the following: December 31, 2020 Activity December 31, 2021 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) $ 106,959 $ ( 106,959 ) $ — Included in accounts payable and accrued expenses on the consolidated balance sheets: Trade payables due to Seamar (ii) $ 4,151,192 $ ( 1,303,282 ) $ 2,847,910 Commissions payable (trade payables) (iii) — 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. King George Slag LLC is a joint venture of which the Company owns 25 % at December 31, 2021 and 2020. ii. Seamar Management S.A. ("Seamar") Seamar Management S.A. ("Seamar") is a joint venture of which the Company owns 51% at December 31, 2021 and 2020 . iii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned company of a member of the Board of Directors Under the terms of a technical management agreement between the Company and Seamar Management S.A. (Seamar), an equity method investee, Seamar is responsible for the day-to-day operation of some of the Company’s owned vessels. During the years ended December 31, 2021 and 2020, the Company incurred technical management fees of $ 2,847,120 and $ 2,761,800 under this arrangement, which is included in vessel operating expenses in the consolidated statements of income. The total amounts payable to Seamar at December 31, 2021 and 2020, (including amounts due for vessel operating expenses), were $ 2,847,910 and $ 4,151,192 , respectively. F-26 NOTE 8 - SECURED LONG-TERM DEBT Long-term debt consists of the following: December 31, 2021 December 31, 2020 Interest Rate (%) (1) Maturity Date Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Loan Agreement $ — $ 25,466,300 Not applicable Bulk Nordic Oasis Ltd. Loan Agreement — 14,000,000 Not applicable Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement — 12,004,295 Not applicable Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) 16,224,189 18,000,000 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) 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) 11,166,661 12,233,329 4.39 % May 2024 – Bulk Nordic Six Ltd. - Tranche B 2,330,000 2,590,000 2.53 % May 2024 – Bulk Pride - Tranche C (2) 4,100,000 5,200,000 5.39 % May 2024 – Bulk Independence - Tranche E (2) 11,500,000 12,500,000 3.54 % May 2024 Bulk Freedom Loan Agreement 2,600,000 3,200,000 3.95 % June 2022 Bulk Valor Corp. Loan and Security Agreement (2) 12,718,279 — 3.29 % June 2028 Bulk Promise Corp. 12,453,926 — 2.43 % October 2027 109 Long Wharf Commercial Term Loan 484,066 593,666 2.09 % April 2026 Total $ 122,977,121 $ 105,787,590 Less: unamortized bank fees (6) ( 1,697,209 ) ( 643,018 ) $ 121,279,912 $ 105,144,572 Less: current portion ( 15,443,115 ) ( 57,382,674 ) Secured long-term debt, net $ 105,836,797 $ 47,761,898 (1) As of December 31, 2021. (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 "Commitments and Contingencies" 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. F-27 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, 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, 2021 the Company was in compliance with this covenant. 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. F-28 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% (2.55% at December 31, 2020) through March 2021, and thereafter at LIBOR plus 2.4%. 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, 2021 and December 31, 2020, 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 facility bears interest at LIBOR plus a margin of 3.75% (3.95% at December 31, 2021). The loan is secured by a first preferred mortgage on the m/v Bulk Freedom, 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. At December 31, 2021 and December 31, 2020, the Company was in compliance with these covenants. 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, 2021). 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. At December 31, 2021 and December 31, 2020, 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 F-29 Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. As of December 31, 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 is floating at three-month LIBOR plus 2.30%. 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, 2021 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, 2022 $ 15,443,115 2023 12,940,758 2024 31,857,187 2025 9,718,626 2026 9,761,812 Thereafter 43,255,623 $ 122,977,121 NOTE 9 - 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 45,617,840 were issued as of December 31, 2021. Restricted Securities On August 12, 2019, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 14, 2019. The PANGAEA LOGISTICS SOLUTIONS LTD. 2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 14, 2019), (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 4,500,000 . At December 31, 2021, shares issued to employees under the Amended Plan totaled 2,949,554 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, 2021 and 2020 is $ 2,102,897 and $ 2,314,940 , 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 2021 and 2020 is presented in the table below: F-30 Restricted Shares Weighted-Average Grant-Date Fair Value Per Share Unvested shares at December 31, 2019 1,915,818 $ 2.97 Granted 662,301 $ 2.78 Vested ( 748,026 ) $ 2.84 Forfeited ( 4,667 ) $ 3.20 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 Fiscal Years Ended December 31, 2021 2020 Fair value of restricted shares vested $ 1,340,119 $ 2,076,287 Unrecognized compensation cost for restricted shares $ 2,718,222 $ 4,048,729 Weighted average remaining period to expense restricted shares (years) 2.98 3.41 Dividends Dividends on common stock are recorded when declared by the Board of Directors. Dividends were declared and paid quarterly commencing in May 2019. In March 2020 the Company suspended its dividend due to the uncertainty caused by COVID-19 global pandemic, and resume its quarterly cash dividends payment in December 2020. Dividends payable consist of the following: 2013 common stock dividend (2) Dividends payable on issued and outstanding common stock (1) Total Balance at December 31, 2019 $ 478,359 $ 153,602 $ 631,961 Accrued dividend — 908,955 908,955 Paid in cash ( 478,359 ) ( 56,794 ) ( 535,153 ) Balance at December 31, 2020 — 1,005,763 1,005,763 Accrued dividend — 4,743,263 4,743,263 Paid in cash — ( 5,535,261 ) ( 5,535,261 ) Balance at December 31, 2021 $ — $ 213,765 $ 213,765 (1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan. (2) Payable to related parties. 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 $52,041,000 and $ 50,067,000 at December 31, 2021 and 2020, respectively. Non-controlling interest attributable to VLNL was approximately $ 1,439,000 and $ 1,598,000 at December 31, 2021 and 2020, respectively. F-31 NOTE 10 - COMMITMENTS AND CONTINGENCIES At December 31, 2021, 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, 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% (1.93% including the margin, at December 31, 2021). 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% (1.94% including the margin, at December 31, 2021). 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 F-32 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, 2021 and 2020, 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 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 3.55%. 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. The Company has also entered into a LLC agreement with the non-controlling interest holder of NBP which includes certain obligations as described in Note 11. Legal Proceedings and Claims The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows. Long-term Contracts Accounted for as Operating Leases The Company leases office space for its Copenhagen operations. Since December 31, 2018, this lease continues on a month to month basis. The non-cancelable period is six months . The Company leases office space for its Singapore operations. At December 31, 2021, the remaining lease term is twenty months . F-33 For the twelve months ended December 31, 2021 and 2020, the Company recognized approximately $ 0.2 million as lease expense for office leases in General and Administrative Expenses. Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2021 were: Year ending December 31, 2022 $ 22,035,541 2023 21,837,288 2024 28,471,145 2025 19,279,316 2026 17,175,193 Thereafter 132,475,870 Total minimum lease payments $ 241,274,353 Less amount representing interest 52,528,155 Present value of minimum lease payments 188,746,198 Less current portion ( 14,479,803 ) Less issuance costs $ (3,306,842) Long-term portion $ 170,959,553 NOTE 11 - 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 Suki 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. 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. The deferred consideration is recorded in "Other current liabilities" for $2.5 million plus accrued interest and "Long-term liabilities - other" on the Company's Consolidated Balance Sheet as of December 31, 2021. 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. F-34 The components of Other Long-term Liabilities are as follows: (Dollars in thousands, figures may not foot due to rounding) 12/31/2021 12/31/2020 Beginning Balance $ 10,135 $ 4,828 Payments to non-controlling interest recorded as long-term liability (196) (194) Contributions from non-controlling interests 9,182 323 Earnings attributable to non-controlling interest recorded as interest expense 1,185 178 Deferred consideration related to acquisition of non-controlling interest — 5,000 Payments on other long-term liability (2,500) — Ending balance $ 17,807 $ 10,135 F-35 NOTE 12 - UNAUDITED QUARTERLY DATA (Dollars in millions, except share and per share amounts. Figures may not foot due to rounding) 2021 2020 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Revenues: Voyage revenue $ 108.2 $ 117.4 $ 186.4 $ 202.5 $ 86.5 $ 66.9 $ 98.1 $ 98.2 Charter revenue 16.7 28.1 26.7 32.1 9.4 3.5 5.6 14.6 125.0 145.5 213.0 234.6 95.9 70.4 103.8 112.9 Expenses: Voyage expense 47.8 46.1 60.4 65.3 47.8 31.8 40.7 41.6 Charter hire expense 53.6 62.6 103.7 115.0 32.3 15.2 35.0 45.3 Vessel operating expenses 8.5 9.8 11.8 12.7 9.9 9.3 9.7 9.1 General and administrative 4.2 6.0 4.4 4.3 4.0 3.9 3.7 4.4 Depreciation and amortization 4.4 4.9 7.2 6.5 4.2 4.3 4.2 4.2 Loss on impairment of vessels — — — — — 1.8 — — (Gain) loss on sale of vessel — — — — ( 0.1 ) 0.3 0.5 — Total expenses 118.6 129.4 187.5 203.8 98.2 66.6 93.8 104.6 Income/(loss) from operations 6.4 16.1 25.5 30.8 ( 2.3 ) 3.8 10.0 8.3 Other income (expense): Interest expense, net ( 2.0 ) ( 2.6 ) ( 2.4 ) ( 3.3 ) ( 2.1 ) ( 2.0 ) ( 2.0 ) ( 1.8 ) Interest expense related party notes payable ( 0.3 ) ( 0.2 ) ( 0.3 ) ( 0.4 ) — ( 0.1 ) — — Unrealized (loss) gain on derivative instruments 2.0 6.3 5.3 ( 9.8 ) ( 2.9 ) 1.4 — 1.4 Other income 0.3 ( 0.1 ) 0.6 0.3 0.6 0.1 0.3 — Total other income (expense), net 0.1 3.4 3.2 ( 13.2 ) ( 4.5 ) ( 0.6 ) ( 1.7 ) ( 0.4 ) Net income (loss) 6.5 19.5 28.7 17.6 ( 6.8 ) 3.3 8.3 7.9 Income attributable to noncontrolling interests ( 0.7 ) ( 0.3 ) ( 1.7 ) ( 2.4 ) — ( 0.3 ) ( 0.7 ) ( 0.3 ) Net income (loss) attributable to Pangaea Logistics Solutions Ltd. $ 5.8 $ 19.2 $ 27.0 $ 15.2 $ ( 6.8 ) $ 3.0 $ 7.6 $ 7.6 Earnings (loss) per common share: Basic $ 0.13 $ 0.44 $ 0.61 $ 0.34 $ ( 0.16 ) $ 0.07 $ 0.17 $ 0.17 Diluted $ 0.13 $ 0.43 $ 0.60 $ 0.34 $ ( 0.16 ) $ 0.07 $ 0.17 $ 0.17 Weighted average shares used to compute earnings per common share Basic 43,971,352 43,998,424 44,004,980 44,004,980 43,341,005 43,445,789 43,488,241 43,489,698 Diluted 44,549,286 44,688,602 44,927,456 44,689,309 43,341,005 43,445,789 43,510,961 44,337,242 F-36 NOTE 13 - SUBSEQUENT EVENTS In November 2021 the Company entered into a memorandum of agreement to purchase an Panamax vessel to add to its operating fleet for $ 19.9 million. The vessel was delivered to the Company on February 17, 2022 and renamed the m/v Bulk Concord. On February 16, 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, to be paid on March 15, 2022, to all shareholders of record as of March 1, 2022. F-37 SIGNATURES Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 16, 2022. PANGAEA LOGISTICS SOLUTIONS LTD. By: /s/ Mark L. Filanowski Mark L. Filanowski Chief Executive Officer (Principal Executive Officer) By: /s/ Gianni Del Signore Gianni Del Signore Chief Financial Officer (Principal Financial and Accounting Officer) 1 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Mark L. Filanowski and Gianni DelSignore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this annual report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Mark L. Filanowski Chief Executive Officer March 16, 2022 Mark L. Filanowski /s/ Gianni DelSignore Chief Financial Officer, Principal March 16, 2022 Gianni DelSignore Accounting Officer /s/ Carl Claus Boggild Director March 16, 2022 Carl Claus Boggild /s/ Richard T. du Moulin Chairman of the Board, Director March 16, 2022 Richard T. du Moulin /s/ Anthony Laura Director March 16, 2022 Anthony Laura /s/ Eric S. Rosenfeld Director March 16, 2022 Eric S. Rosenfeld /s/ David D. Sgro Director March 16, 2022 David D. Sgro 2 Exhibit no. Description 3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form S-1 filed on February 4, 2015). 3.2 Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form S-1 filed on February 4, 2015.) 10.1 Purchase Agreement by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016 (incorporated by reference to Exhibit 10.30 of the Registrant's Current Report on Form 10-K filed on March 22, 2017). 10.2 Nordic Bulk Six Ltd. Loan Agreement (incorporated by reference to Exhibit 10.32 of the Registrant's Current Report on Form 10-K filed on March 22, 2017). 10.3 Purchase Agreement Addendum by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016 (incorporated by reference to Exhibit 10.34 of the Registrant's Current Report on Form 10-K filed on March 22, 2017). 10.4 Bulk Freedom Corp. Loan Agreement dated 14 June 2017 (incorporated by reference to Exhibit 10.39 of the Registrant's Current Report on Form 10-Q filed on August 14, 2017). 10.5 Americas Bulk Transport (BVI) Limited Barecon dated 6 June 2017 (incorporated by reference to Exhibit 10.40 of the Registrant's Current Report on Form 10-Q filed on August 14, 2017). 10.6 Americas Bulk Transport (BVI) Limited Barecon Riders dated 6 June 2017 (incorporated by reference to Exhibit 10.41 of the Registrant's Current Report on Form 10-Q filed on August 14, 2017). 10.7 Bareboat Charter Party Dated June 6, 2017 (incorporated by reference to Exhibit 10.41 of the Registrant's Current Report on Form 10-Q filed on August 14, 2017). 10.8 Bareboat Charter Party Dated May 23, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on August 7, 2018). 10.9 Bareboat Charter Party Dated August 2, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on November 8, 2018). 10.10 Bareboat Charter Party Dated February 21, 2019 (incorporated by reference to Exhibit 10.44 of the Registrant's Current Report on Form 10-Q filed on May 15, 2019). 10.11 The Amended Senior Facility - Dated May 13, 2019 (incorporated by reference to Exhibit 10.45 of the Registrant's Current Report on Form 10-Q filed on August 12, 2019). 10.12 Bulk Friendship Bareboat Charter Party Dated September 10th 2019 (incorporated by reference to Exhibit 10.46 of the Registrant's Current Report on Form 10-Q filed on November 7, 2019). 10.13 Limited Liability Company Agreement of Nordic Bulk Partners LLC. (incorporated by reference to Exhibit 10.18 of the Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.14 Bareboat Charter Party Dated September 27, 2019 (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.15 ASO 2020 Share Transfer Agreement (incorporated by reference to Exhibit 10.1 8 of Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.16 Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020). 10.17 Bulk Courageous Bareboat Charter dated March 27, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10- Q filed on August 10 , 202 1 ). 10.18 Bulk Valor Corp. Loan and Security Agreement dated as of June 17, 2021 (incorporated by reference to Exhibit 10. 2 of Registrant's Current Report on Form 10-Q filed on August 10, 2021). 10.19 Bulk Nordic Five Ltd. Amendment and Restatement Agreement of Bareboat Charter dated July 1, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10-Q filed on November 9 , 2021). 10.20 Bulk Promise Corp. Loan and Security Agreement dated as of July 7, 2021 (incorporated by reference to Exhibit 10. 2 of Registrant's Current Report on Form 10-Q filed on November 9, 2021). 23.1 Consent of Grant Thornton LLP.* 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema* 101.CAL XBRL Taxonomy Extension Calculation Linkbase* 101.DEF XBRL Taxonomy Extension Definition Linkbase* 101.LAB XBRL Taxonomy Extension Label Linkbase* 101.PRE XBRL Taxonomy Extension Presentation Linkbase* 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith 3