What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-15 compared with 2022-03-16 · 335 added, 222 removed, 1331 unchanged (30% of the section changed)

5 unchanged sentences

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.

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.

Management 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, 2022, 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.

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Sgro 46 Director

Beachy 51 Director

Class I Directors with Terms Expiring in 2024

3 unchanged sentences

for 14 years.

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.

Rosenfeld currently serves as lead independent director for Primo Water Corp, a water delivery and filtration company.

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.

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.

Rosenfeld is also the Chief SPAC Officer of Legato Merger Corp II., a blank check corporation.

Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp, a blank check corporation that later merged with Algoma Steel, Inc.

Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp and Legato Merger Corp II., blank check corporations that later merged with Algoma Steel, Inc.

and Southland Holdings, respectively.

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.

He was also a director of CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, 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.

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Filanowski was Vice President and Controller at Armtek Corporation from 1984 to 1988.

Filanowski started his career at Ernst & Young and worked as a Certified Public Accountant at EY from 1976 to 1984.

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

He earned a BS from the University of Connecticut and an MBA from New York University.

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.

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du Moulin served as Chairman and CEO of Marine Transport Lines.

du Moulin is a member of the Board Trustees of the Seamens Church Institute of New York and New Jersey.

du Moulin is a member of the Board Trustees of the Seamen's 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.

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du Moulin’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Beachy serves as a director of Oceaneering International (NYSE:

OII), a global provider of engineered services and products for the offshore energy, defense, aerospace, and entertainment industries.

Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021 and joined The Alliance Risk Group in January 2022.

The Alliance Risk Group is comprised of senior, experienced energy professionals that help energy leaders develop and enhance their integrated risk management and smart, clean resilient grid solutions.

Prior to starting her consulting firm, Ms.

Beachy served as the Senior Vice President of Growth and Strategy at Black Hills Corporation, an investor-owned electric and gas utility in the Midwest, where she was responsible for corporate planning, business development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization.

Beachy began her tenure at Black Hills in Rapid City, South Dakota in 2014 as the Director of Supply Chain and was promoted to Vice President of Supply Chain in 2016.

She was responsible for sourcing, procurement, fleet, and materials management.

Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from

2010 to 2014 where Ms.

Beachy led the gas operations division in Ohio and worked in supply chain.

From 1995 to 2008, Ms.

Beachy worked at Louisville Gas and Electric/Kentucky Utilities, an electric and gas utility in Kentucky and Western Virginia, where she held several positions in corporate development, products and services, electric operations, and supplier diversity.

Beachy completed an expatriate assignment in Germany with E.ON, a European electric utility, where she served as a project manager in the global liquified natural gas procurement group.

Throughout her career, Ms.

Beachy has served on several non-profit Boards with a focus on supporting and growing young people and entrepreneurs in the communities where she lived and worked.

Beachy holds a bachelor’s degree in political science and a master’s degree in management from Purdue University.

Delinquent Section 16(a) Reports

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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, 2022, except for one Form 3 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.

Petersen on December 14, 2022, which was delinquent Regarding the initial disclosure of his ownership of the company's securities, and one Form 4 filed by Mr.

Filanowski on January 30, 2023 which was delinquent with respect to two transfer transactions.

Code of Ethics

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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 Company’s Audit Committee is comprised of David Sgro, Anthony Laura and Karen Beachy, 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.

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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 Company’s Nominating and Governance Committee is comprised of Richard du Moulin, Eric Rosenfeld, Carl Claus Boggild and Karen Beachy, 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;

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Compensation Committee

The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld and David Sgro.

The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld, David Sgro and Karen Beachy.

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.

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(Principal Financial Officer)

Mads Rosenberg Boye Petersen (4)

2022 $ 223,770 $ 600,000 $ 116,833 $ 940,603

Chief Operating Officer

(1) All other compensation includes employer matching contribution to the 401(k) plan and vesting of restricted share grants.

1 unchanged sentence

(3) On December 14, 2021, the Board of Directors appointed Mark Filanowski as Chief Executive Officer.

(4) On February 22, 2022, Mads Rosenberg Boye Petersen was appointed as Chief Operating Officer, effective on April 1, 2022.

The information in above table represents the period from January 1, 2022 to December 31, 2022.

Narrative Disclosure to Summary Compensation Table

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153,609 331,488

Gianni DelSignore 12/28/20 55,000 $ 145,750

Gianni Del Signore 01/02/22 30,000 $ 115,500

Chief Financial Officer 12/28/20 55,000 $ 145,750

3 unchanged sentences

158,168 $ 472,904

Mads Rosenberg Boye Petersen 01/02/22 30,000 $ 115,500

Chief Operating Officer 12/15/20 30,000 $ 78,000

12/15/19 20,000 $ 59,000

01/02/19 13,334 $ 37,469

01/02/18 4,234 $ 14,269

97,568 $ 304,237

Retirement Benefits, Termination, Severance and Change in Control Payments

4 unchanged sentences

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-

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.

Refer to Note 14, "Stock Incentive Plans 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 2022:

4 unchanged sentences

David Sgro $ 97,500 $ 100,000 $ 197,500

Paul Hong (3)

$ 12,500 $ 100,000 $ 112,500

Nam Trinh (3)

$ 12,500 $ 100,000 $ 112,500

Anthony Laura $ 82,500 $ 100,000 $ 182,500

Claus Boggild $ 82,500 $ 100,000 $ 182,500

Karen H Beachy (3)

$ 67,500 $ 75,000 $ 142,500

(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.

Filanowski, who served as a member of our board of directors in 2022 , are not included in this table because he did not receive additional compensation for his services rendered as a member 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.

Refer to Note 13, "Stock Incentive Plans and Non-Controlling Interest" for additional information.

(3) Karen Beachy was appointed to serve as a director on the Company's board effective March 28, 2022.

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.

3 unchanged sentences

Equity compensation plans approved by shareholders — — 1,930,227

Equity compensation plans not approved by shareholders — — —

Total — — 1,930,227

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405,683 0.87 %

Mads Rosenberg Boye Petersen *

109 Long Wharf

Newport, RI 02840 583,676 1.26 %

Rosenfeld (5)

5 unchanged sentences

377,149 0.81 %

4579 Thorpe Ct

Sparks, NV 89436 30,492 0.07 %

All Directors and Officers as a Group 11,228,472 24.16 %

1 unchanged sentence

Lagoa Investments 8,328,092 17.92 %

VR Global Partners, L.P.

2,642,761 5.69 %

Wellington Group Holdings LLP 2,979,457 6.41 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Andrew Coll (7)

2,362,620 5.08 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of James Coll 2,347,620 5.05 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Aidan Coll 2,347,620 5.05 %

*Less than 1%.

8 unchanged sentences

(4) Shares owned by Mark Filanowski include 56,507 common shares held by his family members.

(5) Shares owned by Eric Rosenfeld include 355,556 shares owned by Crescendo Partners III, L.P.

(5) Shares owned by Eric Rosenfeld includes 355,556 shares owned by Crescendo Partners III, L.P.

Rosenfeld is the Managing Member of Crescendo Investments III, LLC which is the General Partner of Crescendo Partners III, L.P.

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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.

(6) Shares owned by David Sgro includes 66,667 shares owned by Jamarant Capital L.P.

Sgro is the Managing Member.

1 unchanged sentence

Sgro may be deemed to be the beneficial owner of the shares held by Jamarant Capital L.P.

(7) Shares owned by the Trust includes 15,000 restricted shares issued pursuant to the Pangaea Logistics Solutions Ltd.

2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 6, 2022).

CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

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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

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.

We will not enter into any such transaction unless our 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

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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.

We have determined that Richard du Moulin, Eric Rosenfeld, David Sgro, Anthony Laura, Carl Claus Boggild and Karen Beachy 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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

4 unchanged sentences

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.

During the years ended December 31, 2021 and 2020, our independent registered public accounting firm did not render any tax services to us.

During each of the years ended December 31, 2022 and 2021, the Company incurred audit-related fees o f $62,500 and $52,000, respectively, consisting of the fees and expenses for the audit of Nordic Bulk Holding Company Ltd., a subsidiary of the Company.

During the year ended December 31, 2022, the Company incurred tax related fees of $40,000.

During the year ended December 31, 2021, our independent registered public accounting firm did not render any tax services to us.

All Other Fees

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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.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Vessel Impairment Analysis

As described further in Note 3 to the financial statements, the Company identified a triggering event which required management to evaluate each vessel asset group for impairment.

As a result, an impairment analysis was performed for each vessel asset group to determine whether the estimated undiscounted future cash flows exceed the vessel asset group’s carrying amount.

We identified the Company’s vessel impairment analysis as a critical audit matter.

The principal consideration for our determination that the Company’s vessel impairment analysis is a critical audit matter is that the impairment analysis for each vessel asset group requires management to make significant estimates and assumptions related to forecasts of future cash flows, including but not limited to revenue growth rates, projected expenses, drydocking costs and estimated vessel salvage values.

Evaluating the reasonableness of these estimates and projections require significant auditor judgment.

Our audit procedures related to the Company's vessel impairment analysis included the following, among others.

• We tested the design and operating effectiveness of internal controls over the Company's vessel impairment analysis.

• We evaluated the reasonableness of the revenue growth rates and projected expenses, including drydocking costs, used in management's undiscounted cash flow analysis for each vessel asset group for consistency with historical data and changes in the business.

• We agreed the inputs included in management's estimated salvage value calculation to third-party sources.

• We performed sensitivity analyses on the projected revenue, expenses, and useful lives used in the impairment analysis to evaluate the impact on the conclusions reached.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013 .

Hartford, Connecticut

Boston, Massachusetts

March 15, 2023

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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.

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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.

2 unchanged sentences

/s/ GRANT THORNTON LLP

Hartford, Connecticut

Boston, Massachusetts

March 15, 2023

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Cash and cash equivalents $ 128,384,606 $ 56,208,902

Restricted cash — 1,500,000

Accounts receivable (net of allowance of $ 4,367,848 and $ 1,990,459 at December 31, 2022 and 2021, respectively)

5 unchanged sentences

Advances for vessel purchases — 1,990,000

Investment in newbuildings in-process — 15,390,635

Finance lease right of use assets, net 43,921,569 45,195,759

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Interest expense, net ( 14,772,164 ) ( 10,329,397 )

Interest expense, non-controlling interest ( 1,184,741 ) ( 177,802 )

Unrealized gain (loss) gain on derivative instruments 3,886,201 ( 156,019 )

Income attributable to Non-controlling interest recorded as long-term liability interest expense ( 6,717,414 ) ( 1,184,741 )

Unrealized gain on derivative instruments 682,323 3,886,201

Other income 807,142 1,129,436

18 unchanged sentences

Share-based compensation — — 2,102,897 — 2,102,897 — 2,102,897

Acquisition of noncontrolling interest ( 22,500,000 ) ( 22,500,000 )

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 )

17 unchanged sentences

Amortization of prepaid rent 122,343 115,256

Unrealized (gain) loss on derivative instruments ( 3,886,201 ) 156,019

Unrealized gain on derivative instruments ( 682,323 ) ( 3,886,201 )

Income from equity method investee ( 807,142 ) ( 1,129,436 )

15 unchanged sentences

Proceeds from sale of vessels 8,400,000 —

Acquisition of non-controlling interest — ( 15,000,000 )

Advances for Vessel Purchases / Investment in newbuildings in-process ( 1,990,000 ) ( 33,446 )

Advances for Vessel Purchases — ( 1,990,000 )

Purchase of equipment and internal use software ( 653,452 ) ( 42,963 )

Contribution to non-consolidated subsidiaries ( 1,138,835 ) —

Purchase of derivative instrument — ( 628,000 )

Contribution to non-consolidated subsidiaries and other investments ( 515,162 ) ( 1,138,835 )

Net cash used in investing activities ( 28,509,096 ) ( 197,792,380 )

11 unchanged sentences

Payments to non-controlling interest recorded as long-term liability ( 2,050,000 ) ( 195,598 )

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

Pangaea Logistics Solutions, Ltd.

Consolidated Statements of Cash Flows (continued)

Net cash (used in) provided by financing activities ( 34,116,600 ) 143,858,760

Net increase in cash and cash equivalents 72,175,704 7,811,686

Cash and cash equivalents at beginning of period $ 56,208,902 $ 48,397,216

Cash and cash equivalents at end of period $ 128,384,606 $ 56,208,902

Supplemental cash flow items:

Cash paid for interest $ 14,906,972 9,088,684

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

4 unchanged sentences

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.

At December 31, 2022 the Company owned three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax vessels.

The Company owns two-thirds of consolidated subsidiary Nordic Bulk Holding Company Ltd.

(“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.

The Company owns 50% of Nordic Bulk Partners LLC.

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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

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Phoenix Bulk 25 was established in November 2021 for the purpose of acquiring the m/v Bulk Concord.

• Bulk Sachuest Corp.

(“Bulk Sachuest") – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Sachuest was established in August 2022 for the purpose of acquiring the m/v Bulk Sachuest.

At December 31, 2022 and 2021, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:

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At December 31, 2022, two customers accounted for 37 % 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.

At December 31, 2021, there were two customers that accounted for 28 % of the Company’s trade accounts receivable.

At December 31, 2022, fourteen customers in the United States, four customers in Canada, fifteen customers in the Singapore, one customer in Barbados accounted for 68 % of accounts receivable.

At December 31, 2021, thirteen customers in the United States, five customers in Canada and seven customers in the United Kingdom accounted for 56 % of accounts receivable.

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, 2022, the Company had one country that accounted for at least 10% of revenue;

the United States (twenty-seven representing 25 %).

For the year ended December 31, 2021, revenue from customers in each of the following countries accounted for at least 10% of total revenue;

the United States (twenty-six representing 22 %), Canada (seven representing 11 %) and the United Kingdom (twelve representing 10 %).

For the year ended December 31, 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:

Money market accounts – cash equivalents $ 35,193,025 $ 18,443,443

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).

For the year ended December 31, 2022 1 customer accounted for 10% or more of total revenue.

For the year ended December 31, 2021, there were no customers accounting for 10% of total revenue.

Cash and Cash Equivalents

Cash comprises cash on hand.

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less.

Allowance for Doubtful Accounts

4 unchanged sentences

The provision for doubtful accounts was $ 2,377,389 in 2022 and $ 1,559,378 in 2021.

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.

The Company had no write offs during 2022 and $ 1,464,957 during 2021, which amount was previously included in the allowance, because these amounts were determined to be uncollectible.

Bunker Inventory

1 unchanged sentence

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, Prepaid Expenses and Other Current Assets

Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date.

18 unchanged sentences

Investment in Pangaea Logistics Solutions (US) LLC 3,954,605 3,533,251

Investment in King George Slag LLC — 200,000

Investment in Bay Stevedoring LLC 3,025,981 908,651

Investment in Narragansett Bulk Carriers (US) Corp 234,141 —

Other investments 496,656 —

Total $ 5,284,127 $ 3,961,823

29 unchanged sentences

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.

these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows.

If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be calculated.

Measurement of the impairment loss is based on the fair value of the asset as provided by third parties.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value.

On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions.

As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022.

The impairment analysis did not indicate any impairment on the remaining fleet.

Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing.

The Company concluded that no triggering event had occurred during the twelve months ended December 31, 2021 which would require impairment testing.

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

11 unchanged sentences

Bunkers suppliers 6,526,725 9,260,262

Note Payable - Note 11 2,549,207 2,500,000

Charter hire payable 9,337,941 14,060,856

Note Payable — 2,549,207

Other accrued liabilities 914,041 —

27 unchanged sentences

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.

Refer to Note 14, "Stock Incentive Plans and Non-controlling interest" for additional information related to common stock dividends.

Noncontrolling Interests

14 unchanged sentences

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.

The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its

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.

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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.

At December 31, 2022, the Company has five fully fixed rate debt facilities and one facility which is fixed in part.

At December 31, 2021, the Company has three fully fixed rate debt facilities and one facility which was fixed in part.

The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows:

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These costs are recorded as vessel operating expense in the Consolidated Statements of Income.

At December 31, 2022, the Company had four vessels chartered to customers under time charters that contain leases.

These four leases varied in original length from 20 days to 105 days.

At December 31, 2022, lease payments due under these arrangements totaled approximately $2,789,000 and each of the time charters were due to be completed in one hundred five days or less.

At December 31, 2021, the Company had thirteen vessels chartered to customers under time charters that contain leases.

1 unchanged sentence

At December 31, 2022, lease payments due under these arrangements totaled approximately $9,032,000 and each of the time charters were due to be completed in sixty-four days or less.

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.

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.

In March 2020, the FASB issued ASU No.

2020-04, “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

In January 2021, the FASB issued ASU No.

2021-01, “Reference Rate Reform (Topic 848):

Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform.

In December 2022, the FASB issued ASU No.

2022-06, "Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848.

The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.

5 unchanged sentences

The Company is currently assessing the new guidance and its impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of 2023.

The adoption of ASU 2016-13 is currently not expected to have a material impact on the Company's consolidated financial statements.

NOTE 4 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents include short-term deposits with an original maturity of less than three months.

The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:

December 31, 2022 December 31, 2021

Money market accounts – cash equivalents $ 33,689,361 $ 35,193,025

Time deposit accounts - cash equivalents 46,000,000 —

48,695,245 21,015,877

Total cash and cash equivalents $ 128,384,606 $ 56,208,902

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

As of December 31, 2022 and December 31, 2021, we held cash and cash equivalents in the following subsidiaries:

Cash and cash equivalents December 31, 2022 December 31, 2021

$ 85,398,332 $ 29,486,488

34,718,529 21,329,407

NBP and Deck Barge (3)

8,267,745 5,393,007

Total cash and cash equivalents $ 128,384,606 $ 56,208,902

(1) Held by 100% owned Pangaea consolidated subsidiaries

(2) Held by a 67% owned Pangaea consolidated subsidiary

(3) Held by a 50% owned Pangaea consolidated subsidiary

NOTE 5 - VARIABLE INTEREST ENTITIES

1 unchanged sentence

A summary of the Company’s consolidation policy is provided in Note 3.

The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2022.

The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2021.

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.

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Total liabilities $ 123.4 $ 57.8 $ 30.2 $ 1.9 $ — $ 143.9

Total stockholders' equity $ ( 6.2 ) $ 66.5 $ 22.4 $ — $ 0.9 $ 14.6

Total stockholders' (deficit)/equity $ ( 6.8 ) $ 70.3 $ 32.1 $ — $ 0.5 $ 8.1

Non-controlling interest (2)

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(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.

NOTE 6 - FIXED ASSETS

12 unchanged sentences

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:

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m/v NORDIC NULUUJAAK (2) (4)

37,518,857 38,949,402

m/v NORDIC QINNGUA (2) (4)

37,428,322 38,838,142

m/v NORDIC SANNGIJUQ (2) (4)

37,000,230 38,377,457

m/v NORDIC SIKU (2) (4)

37,393,171 38,776,359

m/v BULK ENDURANCE 23,106,438 23,069,545

m/v BULK COURAGEOUS (4)

15,755,839 16,356,730

m/v BULK CONCORD (4)

m/v BULK NEWPORT 10,211,578 11,566,639

3 unchanged sentences

11,703,170 12,293,336

m/v BULK SACHUEST 17,188,278 —

m/v BULK INDEPENDENCE 14,879,681 13,466,530

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(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2022 and December 31, 2021.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% and 75% ownership interest at December 31, 2021 and 2020, respectively.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at December 31, 2022 and 2021.

(3) Barge is owned by a 50% owned consolidated subsidiary.

(4) Refer to Note 10, "Commitments and Contingencies," of our Financial Statements for additional information related to the vessels under finance lease.

(4) Refer to Note 10, "Finance Leases," of our Financial Statements for additional information related to the vessels under finance lease.

(5) Formerly known as m/v Bulk PODS.

(6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Supramax for $19.9 million, and placed a deposit of $2.0 million.

(6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Panamax for $19.9 million, and placed a deposit of $2.0 million.

The vessel was delivered in February 2022 and renamed the m/v Bulk Concord.

The Company capitalized dry-docking costs on five vessels in 2021 and three vessels in 2020.

The Company capitalized dry-docking costs on four vessels in 2022 and five vessels in 2021.

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.

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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 January 2020, the Company entered into four interest rate cap contracts with total notional amount of $121.44 million as of December 31, 2022 at a cost of $ 628,000 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-building vessels.

In the event that the three-month LIBOR rate rises above the applicable strike rate of 3.25 %, the Company would receive quarterly payments related to the spread difference.

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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.

Our Level 1 fair value measurements include cash, money-market accounts and time deposit accounts.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

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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)

Trade payables due to Seamar (i)

$ 2,847,910 $ ( 1,204,104 ) $ 1,643,806

Commissions payable (trade payables) (iii)

Commissions payable (trade payables) (ii)

38,896 ( 38,896 ) —

2 unchanged sentences

Total current related party notes payable $ 242,852 $ ( 242,852 ) $ —

King George Slag LLC is a joint venture of which the Company owns 25 % at December 31, 2021 and 2020.

Seamar Management S.A.

11 unchanged sentences

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.

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11,069,630 12,453,926 5.45 % October 2027

Bulk Sachuest (2)

$ 8,500,000 $ — 6.19 % October 2029

109 Long Wharf Commercial Term Loan 374,466 484,066 6.39 % April 2026

15 unchanged sentences

(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.

Refer to Note 10 "Finance Leases" for additional information.

Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd.

20 unchanged sentences

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.

As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants.

Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oasis (MI) Corp.

6 unchanged sentences

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.

As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants.

The Amended Senior Facility - Dated May 13, 2019 (previously identified as The Amended Senior Facility - Dated December 21, 2017)

6 unchanged sentences

Interest on this advance was fixed at 3.69% through March 2021, fixed at 4.39% through December 2021, and fixed at 3.46% thereafter.

The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,745,000 due with the final installment in May 2024.

The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly

installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,745,000 due with the final installment in May 2024.

Interest on this advance is floating at LIBOR plus 1.70% (3.63% at December 31, 2022) through March 2021, and thereafter at LIBOR plus 2.4%.

The loan was repaid in full on January 10, 2023.

Bulk Pride Tranche C and D

9 unchanged sentences

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.

At December 31, 2022 and 2021, the Company was in compliance with these covenants.

The Bulk Freedom Corp.

3 unchanged sentences

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.

At December 31, 2021 and December 31, 2020, the Company was in compliance with these covenants.

The loan was repaid in full on June 13, 2022.

109 Long Wharf Commercial Term Loan

5 unchanged sentences

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 loan was repaid in full on January 25, 2023.

At December 31, 2022 and 2021, the Company was in compliance with these covenants.

The Bulk Valor Corp.

4 unchanged sentences

Interest on this advance is fixed at 3.29%.

The loan is secured by a first preferred mortgage on the m/v

Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2021 the Company was in compliance with its financial covenants.

The loan is secured by a first preferred mortgage on the m/v Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants.

The Bulk Promise Corp.

2 unchanged sentences

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%.

A balloon payment

of $4,494,224 is due on October 15, 2027.

Interest on this advance was fixed at 5.45% on July 15, 2022 through maturity.

Interest on this advance was floating at three-month LIBOR plus 2.30% prior to July 15, 2022.

The loan is secured by a first preferred mortgage on the m/v Bulk Promise, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2022 and 2021 the Company was in compliance with its financial covenants.

The Bulk Sachuest Corp.

Loan Agreement -- Dated October 13, 2022

The agreement advanced $8,500,000 in respect of the m/v Bulk Sachuest on October 13, 2022.

The agreement requires repayment of the loan in 27 quarterly installments commencing on January 13, 2023.

A balloon payment is due on October 13, 2029.

Interest on this advance is fixed at 6.19%.

The loan is secured by a first preferred mortgage on the m/v Bulk Sachuest, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2022 the Company was in compliance with its financial covenants.

8 unchanged sentences

$ 116,034,005

NOTE 9 - COMMON STOCK AND NON-CONTROLLING INTEREST

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:

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,

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 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)

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.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

NOTE 10 - FINANCE LEASES

At December 31, 2022, the Company's fleet includes three vessels (Bulk Xaymaca, formerly named Bulk PODS, Bulk Destiny, and Bulk Trident) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840, prior to adoption of ASC 842 on January 1, 2019.

Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842.

Bulk Spirit, Bulk Friendship, Bulk Courageous, Bulk Concord, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842.

These leases are secured by the assignment of earnings and insurances and by guarantees of the Company.

52 unchanged sentences

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Concord Bareboat Charter Agreement dated January 27, 2022

In February 2022, the Company acquired the m/v Bulk Concord for $ 19.9 million, which is the estimated fair value, and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term.

The minimum lease payments include imputed interest at 4.67%.

The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term.

In the event the Company has not exercised any of the purchase options during the term of the charter then the Company shall have a final purchase option to purchase the vessel at the end of the seventh year at a fixed price of $3.0 million.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC Bareboat Charter Agreements dated September 27, 2019

7 unchanged sentences

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%.

Interest is floating at three-month LIBOR plus 4.73% for Bulk Nordic Eight and Bulk Nordic Ten and 4.76% for Bulk Nordic Seven and Bulk Nordic Nine.

The Company has the option to purchase these vessels starting in year 5 at 101% of then outstanding principal.

These leases are secured by the assignment of earnings and insurances and by a guarantee of the Company.

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 .

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.

Finance lease consists of the following as of December 31, 2022:

December 31, 2022 December 31, 2021 Interest Rate (%) (1)

Maturity Date

Bulk PODS Ltd.

$ 6,606,770 $ 8,450,521 6.45 % December 2027

Bulk Trident Ltd.

5,551,836 7,177,082 6.48 % June 2027

Bulk Spirit Ltd.

8,627,604 9,768,229 5.10 % February 2027

Bulk Nordic Five Ltd.

13,142,885 14,633,229 3.97 % April 2028

Bulk Friendship Corp.

9,507,875 10,491,481 5.29 % September 2024

Bulk Nordic Seven LLC (3)

30,100,318 31,673,199 8.31 % May 2036

Bulk Nordic Eight LLC (3)

30,088,514 31,660,789 8.31 % June 2036

Bulk Nordic Nine LLC (3)

30,163,750 31,692,105 8.31 % September 2036

Bulk Nordic Ten LLC (3)

30,276,595 31,799,563 8.31 % November 2036

Bulk Courageous Corp.

10,200,000 11,400,000 3.93 % April 2028

Phoenix Bulk 25 Corp.

13,645,990 — 4.67 % February 2029

Total $ 187,912,137 $ 188,746,198

unamortized issuance costs, net ( 3,033,123 ) ( 3,306,842 )

$ 184,879,014 $ 185,439,356

current portion ( 16,365,075 ) ( 14,479,803 )

Secured long-term debt, net $ 168,513,939 $ 170,959,553

(1) As of December 31, 2022 including the effect of interest rate cap if any.

(2) Interest rates on the loan facilities are fixed.

(3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%

Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2022 were:

21 unchanged sentences

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.

The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of 2021, the independent third party made additional contribution of $9.2 million which increased their ownership interest in NBP to 50% at December 31, 2021.

As of December 31, 2022, the independent third party retains a 50% ownership interest in NBP.

Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest.

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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.

The Company made the first installment of $2.5 million in September 2021 and paid off the note payable of $5.0 million in September of 2022.

NBHC will continue to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10.

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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

12/31/2022 12/31/2021

Beginning Balance $ 17,806,976 $ 10,135,409

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Earnings attributable to non-controlling interest recorded as interest expense 6,717,414 1,184,741

Deferred consideration related to acquisition of non-controlling interest

Reclassification of deferred consideration related to acquisition of non-controlling interest

Payments on other long-term liability ( 5,000,000 ) ( 2,500,000 )

Ending balance $ 19,974,390 $ 17,806,976

NOTE 12 - COMMITMENTS AND CONTINGENCIES

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.

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, 2022, the remaining lease term is eight months.

For the twelve months ended December 31, 2022 and 2021, the Company recognized approximately $0.2 million as lease expense for office leases in General and Administrative Expenses.

Legal Proceedings and Claims

The Company is subject to certain asserted claims arising in the ordinary course of business.

The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims.

NOTE 13 - NET INCOME PER COMMON SHARE

The computation of basic net income per share is based on the weighted average number of common stock outstanding for the year ended December 31, 2022 and 2021.

Diluted net income per share gives effect to restricted stock awards.

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

For the Years Ended

December 31, 2022 December 31, 2021

Net income $ 79,491,413 $ 67,226,833

Weighted Average Shares - Basic 44,398,987 43,997,311

Dilutive effect of restricted stock awards 660,600 851,686

Weighted Average Shares - Diluted 45,059,587 44,848,997

Basic net income per share $ 1.79 $ 1.53

Diluted net income per share $ 1.76 $ 1.50

NOTE 14 - STOCK INCENTIVE PLANS AND NON-CONTROLLING INTEREST

The Company has 100,000,000 shares of common stock ($ 0.0001 par value) authorized, of which 45,898,395 were issued as of December 31, 2022.

Restricted Securities

On August 5, 2022, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 6, 2022.

The PANGAEA LOGISTICS SOLUTIONS LTD.

2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 6, 2022), (the "Amended Plan"), increased the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 6,200,000 .

As of December 31, 2022, there were 1,930,227 common shares available for grants of awards under the 2014 Incentive Plan.

At December 31, 2022, shares issued to employees under the Amended Plan totaled 3,109,063 after forfeitures.

These restricted shares vest at the rate of one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date.

Total non-cash compensation cost recognized during the years ended December 31, 2022 and 2021 is $ 1,767,726 and $ 2,102,897 , respectively, which is included in general and administrative expenses in the consolidated statements of operations.

A summary of activity related to outstanding restricted securities for fiscal years 2022 and 2021 is presented in the table below:

Restricted Shares Weighted-Average Grant-Date Fair Value Per Share

Unvested shares at December 31, 2020 1,825,426 $ 2.96

Granted 243,660 $ 3.43

Vested ( 428,626 ) $ 3.13

Forfeited ( 27,601 ) $ 2.84

Unvested shares at December 31, 2021 1,612,859 $ 2.91

Granted 460,045 $ 4.09

Vested ( 624,573 ) $ 3.42

Forfeited ( 81,021 ) $ 3.03

Unvested shares at December 31, 2022 1,367,310 $ 3.07

Fiscal Years Ended December 31,

Fair value of restricted shares vested $ 2,690,011 $ 1,340,119

Unrecognized compensation cost for restricted shares $ 2,585,307 $ 2,718,222

Weighted average remaining period to expense restricted shares (years) 2.92 2.98

Dividends payable consist of the following:

Dividends payable (1)

Balance at December 31, 2020 $ 1,005,763

Accrued dividend 114,901

Paid in cash ( 906,899 )

Balance at December 31, 2021 213,765

Accrued dividend 481,693

Paid in cash ( 69,280 )

Balance at December 31, 2022 $ 626,178

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

Noncontrolling Interests

The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $53,292,000 and $52,041,000 at December 31, 2022 and 2021, respectively.

Non-controlling interest attributable to VLNL was approximately $1,203,000 and $1,439,000 at December 31, 2022 and 2021, respectively.

NOTE 15 - UNAUDITED QUARTERLY DATA

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Loss on impairment of vessels 3.0 — — — — — — —

(Gain) loss on sale of vessel — — — — ( 0.1 ) 0.3 0.5 —

Loss on sale of vessel — 0.3 — — — — — —

Total expenses 171.8 159.2 154.1 109.2 118.5 129.4 187.5 203.8

Income/(loss) from operations 6.4 16.1 25.5 30.8 ( 2.3 ) 3.8 10.0 8.3

Income from operations 19.9 36.4 30.4 18.7 6.5 16.1 25.6 30.8

Other income (expense):

Interest expense, net ( 3.4 ) ( 3.6 ) ( 4.1 ) ( 3.6 ) ( 2.0 ) ( 2.6 ) ( 2.4 ) ( 3.3 )

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 —

Income attributable to Non-controlling interest recorded as long-term liability interest expense ( 1.8 ) ( 1.7 ) ( 2.4 ) ( 0.8 ) ( 0.3 ) ( 0.2 ) ( 0.3 ) ( 0.4 )

Unrealized gain (loss) on derivative instruments 7.5 ( 3.5 ) ( 4.5 ) 1.2 2.0 6.3 5.3 ( 9.8 )

Other income (expense) 0.1 0.1 0.3 0.3 0.3 ( 0.1 ) 0.6 0.3

Total other income (expense), net 2.4 ( 8.7 ) ( 10.7 ) ( 2.9 ) — 3.4 3.2 ( 13.2 )

Net income (loss) 6.5 19.5 28.7 17.6 ( 6.8 ) 3.3 8.3 7.9

Net income 22.3 27.7 19.7 15.8 6.5 19.5 28.8 17.6

Income attributable to noncontrolling interests ( 2.3 ) ( 2.5 ) ( 1.0 ) ( 0.3 ) ( 0.7 ) ( 0.3 ) ( 1.7 ) ( 2.4 )

Net income (loss) attributable to Pangaea Logistics Solutions Ltd.

Net income attributable to Pangaea Logistics Solutions Ltd.

$ 20.0 $ 25.2 $ 18.7 $ 15.5 $ 5.8 $ 19.2 $ 27.1 $ 15.2

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NOTE 16 - 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 January 18, 2023 the Company entered into a memorandum of agreement to sell m/v Bulk Newport for $ 9.2 million.

The vessel was delivered to the buyer on March 3, 2023.

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

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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).

10.4 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).

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10.10 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).

10.11 Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

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10.13 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).

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).

10.14 Bulk Nordic Five Ltd.

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10.15 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).

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).

10.16 Bareboat Charter Party by and between Phoenix Bulk 25 Corp.

and Delta Partner Ltd Dated January 27, 2022 (incorporated by reference to Exhibit 10.1of Registrant's Current Report on Form 10-Q filed on May 10, 2022).

10.17 Bulk Sachuest Corp.

Loan and Security Agreement dated as of October 13, 2022 *

23.1 Consent of Grant Thornton LLP.*

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures