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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pangaea Logistics Solutions Ltd | NASDAQ:PANL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.04 | 0.54% | 7.40 | 6.30 | 8.56 | 7.50 | 7.25 | 7.43 | 285,724 | 05:00:11 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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BERMUDA
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98-1205464
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Shares, $0.0001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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our ability to charter-in vessels and to enter into COAs, voyage charters, time charters and forward freight agreements and the performance of our counterparties in such contracts
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our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
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our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives;
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competition in the drybulk shipping industry;
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our business strategy and expected capital spending or operating expenses, including drydocking and insurance costs;
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global and regional economic and political conditions, including piracy; and
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statements about shipping market trends, including charter rates and factors affecting supply and demand.
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters;
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potential liability from future litigation and potential costs due to environmental damage and vessel collisions;
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the length and number of off-hire periods; and
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other factors discussed under the “Risk Factors” section of this Form 10-K.
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Focus on increasing strategic COAs.
The Company intends to increase its COA business, in particular, COAs for cargo discharge in traditional loading areas, by leveraging its relationships with existing customers and attracting new customers. The Company believes that its dedication to solving its customer’s transportation problems, and its reputation and experience in carrying a wide range of cargoes and transiting less common routes and ports, increases its likelihood of securing strategic COAs.
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Expand capacity and flexibility by increasing its owned fleet.
The Company is continually looking to acquire additional high-quality vessels suited for its business strategy, the needs of its customers and growth opportunities the Company identifies. The Company believes that its experience as a reliable and serious counterparty in the purchase and sale market for second-hand vessels positions it as a candidate for acquisition of high quality vessels. The Company currently controls (owns or has an ownership interest in) a fleet of 16 bulk carriers. This current fleet includes four Ice-Class 1A Panamax newbuildings and two Ice-Class 1C Ultramax newbuildings which were delivered between September 2014 and January 2017. The Company also controls two additional Ice-Class 1A Panamax bulk carriers, two Panamax bulk carriers, four Supramax bulk carriers, two Handymax Ice-Class 1A bulk carriers and two Supramax bulk carriers through bareboat charters.
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Expertise in niche markets and routes.
The Company has developed expertise and a major presence in selected niche markets and less commoditized routes, especially the Baltic Sea in winter, the Northern Sea Route between Europe and Asia in summer, and the trade route between Jamaica and the United States, as well as selected ports, particularly in Newfoundland and Baffin Island. The Company believes that there is less competition to carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less commoditized routes. The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and routes. The Company believes it operates assets well suited to certain of these routes, including its Japanese built Ice-Class 1A Panamax and Ice-Class 1C Utramax vessels and its Korean built Ice-Class 1A Handymax vessels. The majority of its fleet is chartered in and the Company selects these vessels to match the cargo and port characteristics of their nominated voyages. The Company has experience operating in all regularly operating dry bulk loading and discharge ports globally.
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Enhanced vessel utilization and profitability through strategic backhaul and triangulation methods.
The Company enhances vessel utilization and profitability through selecting COAs and other contracts to carry cargo on what would normally be backhaul or ballast legs. In contrast to the typical practice of incurring charter hire and bunker costs to position an empty vessel in a port or area where cargo is normally loaded, the Company instead actively works with its customers to secure cargoes for discharge in loading areas. This practice allows the Company to position vessels for loading at lower costs than it would bear if it positioned such vessels by traveling unladen or if the Company chartered in vessels in a loading area. The Company believes that this focus on backhaul cargoes permits them to benefit from ballast bonuses that are paid to position vessels for fronthaul cargoes or, alternatively, to earn a premium for delivering ships that are in position for fronthaul cargoes.
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Strong relationships with major industrial customers.
The Company has developed strong commercial relationships with a number of major industrial customers. These customer relationships are based upon the Company’s reputation and specific history of service to these customers. The Company believes that these relationships help it generate recurring business with such customers which, in some cases, are formalized through contracts for repeat business (COAs). The Company also believes that these relationships can help create new opportunities. Although many of these relationships have extended over a period of years, there is no assurance that such relationships or business will continue in the future.
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Strong Alignment and Transparency.
The Company observes that many publicly traded shipping companies rely on service providers affiliated with senior management or dominant shareholders for fundamental activities. Beyond the operational benefits to its customers of integrated commercial and technical management, the Company believes that its shareholders are benefited by its strategy of performing many of those activities in-house. Related to these efforts to maximize alignment of interest, the Company believes that the associated transparency of ownership and authority will be attractive to current and prospective shareholders. Consistent with the foregoing, the Company’s only related party transactions with senior management are principal and interest obligations for cash loaned to the Company by management, on terms approved by the independent members of the Board of Directors.
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Experienced management team.
The day-to-day operations of a transportation logistics services company requires close coordination among customers, land-based transportation providers and port authorities around the world. Its efficient operation depends on the experience and expertise of management at all levels, from vessel acquisition and financing strategy to oversight of vessel technical operations and cargo loading and discharge. The Company has a management team of senior executive officers and key employees with extensive experience and relationships in the commercial, technical, and financial areas of the drybulk shipping industry.
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Risk-management discipline.
The Company believes its risk management strategy allows it to reduce the sensitivity of its earnings to market changes and lower the risk of losses. The Company manages its risks primarily through short-term charter-in agreements of less than nine months, on average, through the use of forward freight agreements ("FFAs") and fuel hedges, and through modest leverage. The Company believes that shorter-term charters permit it to adjust its variable costs to match demand more rapidly than if it chartered in those vessels for longer periods. The Company may choose to manage the risks of higher rates for certain future voyages by purchasing and selling FFAs to limit the impact of changes in chartering rates. Similarly, the Company may choose to manage the risks of increasing fuel costs through bunker hedging transactions in order to limit the impact of changes in fuel prices on voyage results. Finally, the Company believes that its expected income related to COAs is sufficient to satisfy obligations related to its owned fleet.
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Vessel Name
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Type
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DWT
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Year Built
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Yard
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Type of
Employment
Charter
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m/v Bulk Endurance
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Ultramax (Ice Class 1C)
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59,450
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2017
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Oshima Shipbuilding
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PBC(2)
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m/v Bulk Destiny
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Ultramax (Ice Class 1C)
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59,450
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2017
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Oshima Shipbuilding
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PBC(2)
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m/v Nordic Oasis
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Panamax (Ice Class 1A)
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76,180
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2016
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Oshima Shipbuilding
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NBC(1)
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m/v Nordic Olympic
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Panamax (Ice Class 1A)
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76,180
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2015
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Oshima Shipbuilding
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NBC(1)
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m/v Nordic Odin
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Panamax (Ice Class 1A)
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76,180
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2015
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Oshima Shipbuilding
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NBC(1)
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m/v Nordic Oshima
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Panamax (Ice Class 1A)
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76,180
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2014
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Oshima Shipbuilding
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NBC(1)
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m/v Nordic Orion
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Panamax (Ice Class 1A)
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75,603
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2011
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Oshima Shipbuilding
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NBC(1)
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m/v Nordic Odyssey
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Panamax (Ice Class 1A)
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75,603
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2010
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Oshima Shipbuilding
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NBC(1)
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m/v Bulk Trident
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Supramax
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52,514
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2006
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Tsuneishi Heavy Industries (Cebu)
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PBC(2)
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m/v Bulk Newport
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Supramax
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52,587
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2003
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Shin Kurushima Toyohashi
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PBC(2)
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m/v Bulk Beothuk
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Supramax
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50,992
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2002
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Oshima Shipbuilding
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PBC(2)
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m/v Bulk Juliana
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Supramax
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52,510
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2001
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Shin Kurushima Toyohashi
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PBC(2)
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m/v Bulk Power
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Supramax
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56,940
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2010
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COSCO (Zhoushan) Shipyard Co., Ltd.
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PBC(2)
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m/v Bulk Progress
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Supramax
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56,943
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2010
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COSCO (Zhoushan) Shipyard Co., Ltd.
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PBC(2)
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m/v Bulk Pangaea
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Panamax
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70,165
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1996
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Sumitomo Shipbuilding
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PBC(2)
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m/v Bulk Patriot
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Panamax
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73,700
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1999
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Sumitomo Shipbuilding
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PBC(2)
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m/v Nordic Bothnia
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Handymax (Ice Class 1A)
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43,706
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1995
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Daewoo
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NBC(1)
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m/v Nordic Barents
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Handymax (Ice Class 1A)
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43,702
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1995
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Daewoo
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NBC(1)
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(1)
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This vessel is time-chartered to NBC, a wholly-owned subsidiary of Nordic Bulk Holding ApS (“NBH”).
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(2)
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This vessel is operated by the Company's wholly-owned subsidiary, Phoenix Bulk Carriers (BVI) Ltd. (“PBC”).
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Company Name
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Country of Organization
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Proportion of
Ownership Interest
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Phoenix Bulk Carriers (BVI) Limited (“PBC”)
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British Virgin Islands
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100
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%
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(A)
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Phoenix Bulk Management Bermuda Limited
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Bermuda
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100
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%
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(B)
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Americas Bulk Transport (BVI) Limited
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British Virgin Islands
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100
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%
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(C)
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Bulk Ocean Shipping (Bermuda) Ltd.
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Bermuda
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100
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%
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(D)
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Phoenix Bulk Carriers (US) LLC
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Delaware
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100
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%
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(E)
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Allseas Logistics Bermuda Ltd.
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Bermuda
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100
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%
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(F)
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Bulk Patriot Ltd. (“Bulk Patriot”)
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Bermuda
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100
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%
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(G)
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Bulk Juliana Ltd. (“Bulk Juliana”)
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Bermuda
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100
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%
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(G)
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Bulk Trident Ltd. (“Bulk Trident”)
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Bermuda
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100
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%
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(G)
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Bulk Atlantic Ltd. (“Bulk Beothuk”)
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Bermuda
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100
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%
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(G)
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Nordic Bulk Barents Ltd. (“Bulk Barents”)
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Bermuda
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100
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%
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(G)
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Nordic Bulk Bothnia Ltd. (“Bulk Bothnia”)
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Bermuda
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100
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%
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(G)
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Nordic Bulk Carriers A/S (“NBC”)
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Denmark
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100
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%
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(H)
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Nordic Bulk Holding ApS (“NBH”)
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Denmark
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100
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%
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(H)
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109 Long Wharf LLC (“Long Wharf”)
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Delaware
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100
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%
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(I)
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Bulk Nordic Odyssey Ltd. (“Bulk Odyssey”)
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Bermuda
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33
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%
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(G)
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Bulk Nordic Orion Ltd. (“Bulk Orion”)
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Bermuda
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33
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%
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(G)
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Bulk Nordic Oshima Ltd. (“Bulk Oshima”)
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Bermuda
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33
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%
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(G)
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Bulk Nordic Odin Ltd. (“Bulk Odin”)
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Bermuda
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33
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%
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(G)
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Bulk Nordic Olympic Ltd. (“Bulk Olympic”)
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Bermuda
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33
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%
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(G)
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Bulk Nordic Oasis Ltd. (“Bulk Oasis”)
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Bermuda
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33
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%
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(G)
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Nordic Bulk Holding Company Ltd. (“NBHC”)
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Bermuda
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33
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%
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(J)
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Bulk Nordic Five Ltd. (“Five”)
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Bermuda
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50
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%
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(G)
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Bulk Nordic Six Ltd. (“Six”)
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Bermuda
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50
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%
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(G)
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Nordic Bulk Ventures Holding Company Ltd. (“BVH”)
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Bermuda
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50
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%
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(K)
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(A)
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The primary purpose of this corporation is to manage and operate ocean going vessels.
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(B)
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The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC.
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(C)
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The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships.
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(D)
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The primary purpose of this corporation is to manage the fuel procurement of the chartered vessels.
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(E)
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The primary purpose of this corporation is to act as the U.S. administrative agent for the Company.
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(F)
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The primary purpose of this corporation is to act as the treasury agent for the Company.
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(G)
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The primary purpose of these entities is owning bulk carriers. The Company owns 100% of Five and Six as of January 23, 2017.
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(H)
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The primary purpose of NBC is to provide logistics services to customers by chartering, managing and operating ships. NBH is the holding company of NBC.
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(I)
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Long Wharf is a limited liability company duly organized under the laws of Delaware for the purpose of holding real estate located in Newport, Rhode Island.
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(J)
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The primary purpose of this entity is to own bulk carriers through wholly-owned subsidiaries. The Company’s interest in Odyssey, Orion, Oshima, Olympic, Odin and Oasis is through its interest in NBHC.
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(K)
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The primary purpose of this entity is owning bulk carriers through wholly-owned subsidiaries. The Company’s interest in Five and Six is through its interest in BVH. The Company owns 100% of Five, Six and BVH as of January 23, 2017.
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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
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injury to, or economic losses resulting from, the destruction of real and personal property;
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net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
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loss of subsistence use of natural resources that are injured, destroyed or lost;
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lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
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net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
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on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;
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on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
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the development of vessel security plans;
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ship identification number to be permanently marked on a vessel’s hull;
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a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
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compliance with flag state security certification requirements.
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Annual Surveys:
For seagoing ships, annual surveys are conducted within three months, before or after each anniversary of the class period indicated in the certificate.
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Intermediate Surveys:
Extended surveys are referred to as intermediate surveys and are typically conducted two and one-half years after commissioning, and two and one-half years after each class renewal. Intermediate surveys are to be carried out at or between the occasion of the second or third annual survey.
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Class Renewal Surveys:
Class renewal surveys, also known as special surveys, are carried out at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. If the steel thickness is found to be less than class requirements, the classification society would prescribe steel renewals which require drydocking of the vessel. The classification society may grant a one-year grace period for completion of the special survey. Substantial costs may be incurred for steel renewal in order to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or
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Ship Owner or Registered Owner — Generally, this is an entity retaining the legal title of ownership over a vessel.
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Ship Operator — Generally, this is an entity seeking to generate profit either through the chartering of ships (owned or chartered-in) to others, or from the transportation of cargoes. Entities focusing on the transportation of cargoes may engage in chartering of ships to other entities, but those companies focusing on chartering ships to other entities rarely act to carry cargoes for customers.
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Shipmanager/Commercial Manager — This is an entity designated to be responsible for the day to day commercial management of the ship and the best contact for the ship regarding commercial matters, including post fixture responsibilities, such as laytime, demurrage, insurance and charter clauses. These companies undertake the activities of ship operators but, unlike a ship operator, they do not own or charter-in the vessels at their own risk.
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Technical Manager — This is an entity specifically responsible for the technical operation and technical superintendence of a ship. This company may also be responsible for hiring, training and supervising ship officers and crew, and for all aspects of the day to day operation of the fleet, including repair work, spare parts inventory, re-engineering, surveys and dry-docking.
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Cargo Owner — This is normally a producer (e.g., a miner), consumer (e.g., a steel mill) or trading house who requires transportation of cargo by a cargo focused ship operator.
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Time Charter.
A charter under which the vessel owner or operator is paid charterhire on a per-day basis for a specified period of time. Typically, the shipowner receives semi-monthly charterhire payments on a U.S. dollar-per-day basis and is responsible for providing the crew and paying vessel operating expenses, while the charterer is responsible for paying the voyage expenses and additional voyage insurance. The ship owner is also responsible for the vessel’s intermediate and special survey (heavy mandatory maintenance) costs. Under time charters, including trip time charters, the charterer pays all voyage expenses including port, canal and bunker (fuel) costs.
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Trip Charter.
A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate.
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Voyage Charter
. A charter to carry a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms. Most of these charters are of a single voyage nature, as trading patterns do not encourage round trip voyage trading. The ship operator receives payment based on a price per ton of cargo loaded on board the vessel. The ship operator is responsible for the payment of all voyage expenses, as well as the costs of owning or hiring the vessel.
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Spot Charter.
A spot charter generally refers to a voyage charter or a trip charter, which generally last from 10 days to three months.
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Contract of Affreightment.
A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the service provider to nominate different vessels to perform the individual voyages. Essentially, it constitutes a series of voyage charters to carry a specified amount of cargo during the term of the CoA, which usually spans a number of months or years. Freight normally is agreed on a U.S. dollar-per-ton carried basis with bunker cost escalation or de-escalation adjustments.
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Bareboat Charter.
A bareboat charter involves the use of a vessel, usually over longer periods of time (several years). In this case, all voyage expenses and vessel operating expenses, including maintenance, crewing and insurance, are for paid by the charterer. The owner of the vessel receives monthly charterhire payments on a U.S. dollar per day basis and is responsible only for the payment of capital costs related to the vessel. A bareboat charter is also known as a “demise charter” or a “time charter by demise.”
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supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
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changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products;
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the location of regional and global exploration, production and manufacturing facilities;
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the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;
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the globalization of production and manufacturing;
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global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes;
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natural disasters and other disruptions in international trade;
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developments in international trade;
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changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
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environmental and other regulatory developments;
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currency exchange rates;
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bunker (fuel) prices; and
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weather.
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the number of newbuilding deliveries;
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port and canal congestion;
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the scrapping rate of older vessels;
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vessel casualties;
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the number of vessels that are out of service.
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prevailing level of charter and freight rates;
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general economic and market conditions affecting the shipping industry;
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types and sizes of vessels;
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supply of and demand for vessels;
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other modes of transportation;
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cost of newbuildings;
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governmental and other regulations; and
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technological advances.
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marine disaster;
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environmental accidents;
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cargo and property losses or damage;
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business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and
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piracy.
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the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise; or
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the customer terminates the charter because we do not perform in accordance with such charter and do not cure such failures within a specified period.
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a consolidated leverage ratio of not more than 200%;
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a consolidated debt service coverage ratio of not less than 120%;
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Minimum consolidated net worth of $45 million plus, with respect to any vessel purchased or leased by the Guarantor or its subsidiaries, for so long as such vessels are legally or economically owned, 25% of the purchase price or (finance) lease amount of such vessels;
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consolidated minimum liquidity of not less than $16 million plus $1 million for each additional vessel we acquire
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effect changes in management of our vessels;
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sell or dispose of any of our assets, including our vessels;
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declare and pay dividends;
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incur additional indebtedness;
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mortgage our vessels; and
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incur and pay management fees or commissions.
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enter into new contracts for the transportation of cargoes;
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locate and acquire suitable vessels for acquisitions at attractive prices;
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obtain required financing for our existing and new operations;
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integrate any acquired vessels successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire;
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enhance our customer base;
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hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
|
•
|
identify additional new markets; and
|
•
|
improve our operating, financial and accounting systems and controls.
|
2016
|
High
|
Low
|
Fourth Quarter
|
$3.53
|
$2.46
|
Third Quarter
|
$2.74
|
$2.29
|
Second Quarter
|
$2.92
|
$2.25
|
First Quarter
|
$2.69
|
$2.12
|
2015
|
High
|
Low
|
Fourth Quarter
|
$3.65
|
$2.57
|
Third Quarter
|
$3.68
|
$2.72
|
Second Quarter
|
$3.77
|
$2.22
|
First Quarter
|
$4.70
|
$2.70
|
(in thousands, except shipping days data)
|
As of and for the years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Selected Data from the Consolidated Statements of Operations
|
|
||||||
Voyage revenue
|
$
|
222,116
|
|
|
$
|
266,673
|
|
Charter revenue
|
15,900
|
|
|
20,660
|
|
||
Total revenue
|
238,016
|
|
|
287,333
|
|
||
Expenses:
|
|
|
|
|
|
||
Charter expense
|
103,647
|
|
|
125,635
|
|
||
Voyage expense
|
63,692
|
|
|
75,922
|
|
||
Vessel operating expenses
|
30,904
|
|
|
31,560
|
|
||
General and administrative
|
12,774
|
|
|
14,966
|
|
||
Depreciation and amortization
|
14,108
|
|
|
12,731
|
|
||
Loss on impairment of vessels
|
—
|
|
|
5,354
|
|
||
Loss (gain) on sale of vessels
|
—
|
|
|
639
|
|
||
Total expenses
|
225,125
|
|
|
266,807
|
|
||
Income from operations
|
12,892
|
|
|
20,526
|
|
||
Total other expense, net
|
(3,733
|
)
|
|
(7,159
|
)
|
||
Net income
|
9,159
|
|
|
13,367
|
|
||
Income attributable to noncontrolling interests
|
(1,702
|
)
|
|
(2,091
|
)
|
||
Net income (loss) attributable to Pangaea Logistics Solutions Ltd.
|
$
|
7,457
|
|
|
$
|
11,276
|
|
|
|
|
|
||||
Selected Data from the Consolidated Balance Sheets
|
|
|
|
|
|
||
Cash
|
$
|
22,323
|
|
|
$
|
37,520
|
|
Total assets
|
$
|
362,194
|
|
|
$
|
366,963
|
|
Total third-party debt (current and long-term)
|
$
|
127,266
|
|
|
$
|
148,995
|
|
Total shareholders' equity
|
$
|
176,677
|
|
|
$
|
165,316
|
|
|
|
|
|
||||
Selected Data from the Consolidated Statements of Cash Flows
|
|
|
|
|
|||
Net cash provided by operating activities
|
$
|
19,214
|
|
|
$
|
26,009
|
|
Net cash used in investing activities
|
$
|
(10,254
|
)
|
|
$
|
(64,049
|
)
|
Net cash provided by financing activities
|
$
|
(24,157
|
)
|
|
$
|
45,742
|
|
Adjusted EBITDA
(1)
|
$
|
27,000
|
|
|
$
|
38,611
|
|
|
|
|
|
||||
Shipping Days
(2)
|
|
|
|
|
|
||
Voyage days
|
11,912
|
|
|
11,671
|
|
||
Time charter days
|
2,033
|
|
|
2,423
|
|
||
Total shipping days
|
13,945
|
|
|
14,094
|
|
||
|
|
|
|
||||
TCE Rates ($/day)
(3)
|
$
|
9,636
|
|
|
$
|
11,473
|
|
(1)
|
Adjusted EBITDA represents operating earnings before interest expense, income taxes, depreciation and amortization, loss on impairment of vessels and other non-operating income and/or expense, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.
|
Income from operations
|
|
$
|
12,892
|
|
|
$
|
20,526
|
|
Depreciation and amortization
|
|
14,108
|
|
|
12,731
|
|
||
Loss on impairment of vessels
|
|
—
|
|
|
5,354
|
|
||
Adjusted EBITDA
|
|
$
|
27,000
|
|
|
$
|
38,611
|
|
(2)
|
Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
|
(3)
|
Pangaea defines time charter equivalent, or “TCE,” rates as total revenues less voyage expenses divided by the length of the voyage, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in such amounts.
|
Vessel Name
|
|
Date Acquired
|
|
Size
|
|
Purchase Price
|
|
Carrying
Value
|
||||
m/v Nordic Orion
|
|
April 2012
|
|
PMX-1A
|
|
$
|
32,363
|
|
|
$
|
27,875
|
|
m/v Nordic Odyssey
|
|
April 2012
|
|
PMX-1A
|
|
32,691
|
|
|
27,021
|
|
||
m/v Nordic Oshima
|
|
September 2014
|
|
PMX-1A
|
|
33,709
|
|
|
31,346
|
|
||
m/v Nordic Odin
|
|
February 2015
|
|
PMX-1A
|
|
32,625
|
|
|
31,742
|
|
||
m/v Nordic Olympic
|
|
February 2015
|
|
PMX-1A
|
|
32,600
|
|
|
31,561
|
|
||
m/v Nordic Oasis
|
|
January 2016
|
|
PMX-1A
|
|
32,600
|
|
|
32,835
|
|
||
m/v Bulk Pangaea
|
|
December 2009
|
|
PMX
|
|
26,500
|
|
|
17,879
|
|
||
m/v Bulk Patriot
|
|
October 2011
|
|
PMX
|
|
15,350
|
|
|
12,392
|
|
||
m/v Bulk Juliana
|
|
April 2012
|
|
SMX
|
|
14,750
|
|
|
12,253
|
|
||
m/v Bulk Trident
|
|
September 2012
|
|
SMX
|
|
17,010
|
|
|
14,962
|
|
||
m/v Bulk Beothuk
|
|
February 2013
|
|
SMX
|
|
14,197
|
|
|
12,006
|
|
||
m/v Bulk Newport
|
|
September 2013
|
|
SMX
|
|
15,546
|
|
|
13,473
|
|
||
m/v Nordic Bothnia
|
|
January 2014
|
|
HMX-1A
|
|
7,640
|
|
|
3,517
|
|
||
m/v Nordic Barents
|
|
March 2014
|
|
HMX-1A
|
|
7,640
|
|
|
3,521
|
|
||
Total
|
|
|
|
|
|
$
|
315,221
|
|
|
$
|
272,383
|
|
Vessel Name
|
|
Date Acquired
|
|
Size
|
|
Total Purchase Price
|
|
Carrying
Value
|
|||
m/v Bulk Destiny
|
|
January 7, 2017
|
|
UMX-1C
|
|
28,950
|
|
|
—
|
|
|
m/v Bulk Endurance
|
|
January 7, 2017
|
|
UMX-1C
|
|
28,950
|
|
|
—
|
|
|
Total
|
|
|
|
|
|
$
|
57,900
|
|
|
N/A
|
|
a.
|
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
|
b.
|
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
|
c.
|
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.
|
•
|
Net income of
$7.5 million
for a year being characterized as one of the worst in dry bulk shipping history.
|
•
|
Income from operations of
$12.9 million
, which highlights the Company's unique ability to remain profitable during a weak market by minimizing excess vessel capacity through short-term charter-in commitments.
|
•
|
Cash flow from operations of
$19.2 million
.
|
•
|
Cash and cash equivalents totaling
$22.3 million
at December 31, 2016.
|
(In millions of U.S. dollars)
|
|
2016
|
|
2015
|
||
Net cash provided by operating activities
|
|
19.2
|
|
|
26.0
|
|
Net cash used in investing activities
|
|
(10.3
|
)
|
|
(64.0
|
)
|
Net cash provided by financing activities
|
|
(24.2
|
)
|
|
45.7
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Bulk Pangaea Secured Note
(1)
|
|
$
|
1,040,625
|
|
|
$
|
1,734,375
|
|
Bulk Patriot Secured Note
(1)
|
|
1,087,500
|
|
|
2,312,500
|
|
||
Bulk Trident Secured Note
(1)
|
|
5,737,500
|
|
|
6,375,000
|
|
||
Bulk Juliana Secured Note
(1)
|
|
3,042,186
|
|
|
3,718,229
|
|
||
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement
(2)
|
|
77,325,001
|
|
|
89,625,000
|
|
||
Bulk Atlantic Secured Note
|
|
5,350,000
|
|
|
6,530,000
|
|
||
Bulk Phoenix Secured Note
(1)
|
|
6,816,685
|
|
|
7,649,997
|
|
||
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.)
|
|
7,097,820
|
|
|
10,717,370
|
|
||
Bulk Nordic Oasis Ltd. Loan Agreement
(2)
|
|
20,000,000
|
|
|
21,500,000
|
|
||
109 Long Wharf Commercial Term Loan
|
|
1,032,067
|
|
|
978,210
|
|
||
Phoenix Bulk Carriers (US) LLC Automobile Loan
|
|
28,582
|
|
|
—
|
|
||
Phoenix Bulk Carriers (US) LLC Master Loan
|
|
236,242
|
|
|
—
|
|
||
Total
|
|
128,794,208
|
|
|
151,140,681
|
|
||
Less: current portion
|
|
(19,627,846
|
)
|
|
(19,499,262
|
)
|
||
Less: unamortized bank fees
|
|
(1,528,511
|
)
|
|
(2,145,266
|
)
|
||
Secured long-term debt
|
|
$
|
107,637,851
|
|
|
$
|
129,496,153
|
|
(1)
|
The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Trident Secured Note, the Bulk Juliana Secured Note, and the Bulk Phoenix Secured Note are cross-collateralized by the vessels m/v Bulk Juliana, m/v Bulk Patriot, m/v Bulk Trident, m/v Bulk Pangaea, and m/v Bulk Newport and are guaranteed by the Company.
|
(2)
|
The borrower under this facility is NBHC, of which the Company and its joint venture partners, STST and ASO2020, each own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
|
|
Years ending December 31,
|
||
|
|
|
|
2017
|
$
|
19,627,846
|
|
2018
|
21,704,371
|
|
|
2019
|
16,371,749
|
|
|
2020
|
19,021,179
|
|
|
2021
|
16,618,718
|
|
|
Thereafter
|
35,450,345
|
|
|
|
$
|
128,794,208
|
|
•
|
a consolidated leverage ratio of at least 200%;
|
•
|
a consolidated debt service ratio of at least 120%;
|
•
|
a minimum consolidated net worth of $45 million; plus 25% of the purchase price or (finance) lease amount of such vessels; and
|
•
|
a consolidated minimum liquidity of not less than $15.0 million plus $1 million for each additional vessel the Company acquires.
|
•
|
effect changes in management of the Company’s vessels;
|
•
|
sell or dispose of any of the Company’s assets, including its vessels;
|
•
|
declare and pay dividends;
|
•
|
incur additional indebtedness;
|
•
|
mortgage the Company’s vessels; and
|
•
|
incur and pay management fees or commissions.
|
|
|
December 31, 2015
|
|
Activity
|
|
December 31, 2016
|
||||||
Included in accounts payable and accrued expenses on the consolidated balance sheets:
|
|
|
|
|
|
|
||||||
Affiliated companies (trade payables)
|
|
$
|
1,254,985
|
|
|
$
|
(145,415
|
)
|
|
$
|
1,109,570
|
|
|
|
|
|
|
|
|
||||||
Included in current related party debt on the consolidated balance sheets:
|
|
|
|
|
|
|
||||||
Loan payable – 2011 Founders Note
|
|
$
|
4,325,000
|
|
|
$
|
—
|
|
|
$
|
4,325,000
|
|
Interest payable in-kind – 2011 Founders Note
(i)
|
|
553,919
|
|
|
(185,572
|
)
|
|
368,347
|
|
|||
Promissory Note
|
|
4,000,000
|
|
|
(2,000,000
|
)
|
|
2,000,000
|
|
|||
Loan payable – BVH shareholder (STST)
(ii)
|
|
4,442,500
|
|
|
4,836,300
|
|
|
9,278,800
|
|
|||
Total current related party debt
|
|
$
|
13,321,419
|
|
|
$
|
2,650,728
|
|
|
$
|
15,972,147
|
|
i.
|
Paid in cash
|
ii.
|
ST Shipping and Transport Pte. Ltd. ("STST")
|
(USD in millions)
|
|
Total
|
|
Less than
One Year
|
|
One to
Three
Years
|
|
Three to
Five Years
|
|
More than
Five Years
|
||||||||||
|
|
|
||||||||||||||||||
Long-Term Debt
|
|
$
|
128.8
|
|
|
19.6
|
|
|
$
|
38.1
|
|
|
$
|
35.6
|
|
|
$
|
35.5
|
|
|
Purchase Obligations
|
|
$
|
39.5
|
|
|
$
|
39.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
168.3
|
|
|
$
|
59.1
|
|
|
$
|
38.1
|
|
|
$
|
35.6
|
|
|
$
|
35.5
|
|
Name
|
Age
|
Position
|
Edward Coll
|
60
|
Chairman of the Board and Chief Executive Officer
|
Carl Claus Boggild
|
60
|
President and Director
|
Anthony Laura
|
64
|
Chief Financial Officer, Secretary and Director
|
Richard T. du Moulin
|
70
|
Director
|
Mark L. Filanowski
|
62
|
Director
|
Paul Hong
|
47
|
Director
|
Peter M. Yu
|
55
|
Director
|
Eric S. Rosenfeld
|
59
|
Director
|
David D. Sgro
|
40
|
Director
|
•
|
appoint and retain the independent auditor and approve the independent auditor’s compensation. The Committee shall have the sole authority to terminate the independent auditor;
|
•
|
pre-approve all audit services and permitted non-audit services to be performed for the Company by the independent auditor. The Committee may delegate authority to pre-approve audit services, other than the audit of the Company’s annual financial statements, and permitted non-audit services to one or more members, provided that decisions made pursuant to such delegated authority shall be presented to the full Committee at its next scheduled meeting;
|
•
|
evaluate the independent auditor’s qualification, performance and independence on an annual basis;
|
•
|
review with management and the independent auditor the audited financial statements to be included in the Company’s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission;
|
•
|
review with the independent auditor any difficulties the auditor encountered in the course of the audit work, including any restrictions on the scope of the independent auditor’s activities and any significant disagreements with management and management’s response;
|
•
|
recommend to the full Board, based on the Committee’s review and discussion with management and the independent auditor, that the audited financial statements be included in the Company’s Form 10-K;
|
•
|
review the interim financial statements with management and the independent auditor prior to the filing of the Company’s Quarterly Report on Form 10 Q;
|
•
|
discuss with management the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
|
•
|
prior to the filing of each quarterly report, the Committee shall discuss with management and the independent auditor the quality and adequacy of the Company’s (1) internal controls for financial reporting, including any audit steps adopted in light of internal control deficiencies and (2) disclosure controls and procedures;
|
•
|
discuss with the independent auditor the auditor’s judgment about the quality, not just the acceptability, of the Company’s accounting principles, as applied in its financial statements and as selected by management;
|
•
|
monitor the Company’s assessment and plan to manage any key enterprise risks assigned to the Committee by the Board from time to time and discuss the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures;
|
•
|
establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
|
•
|
review no less than annually management’s programs governing codes of business conduct and ethics, conflicts of interest, legal, and environmental compliance and obtain reports from management regarding compliance with law and the Company’s code of business conduct and ethics;
|
•
|
discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
|
•
|
review analyses prepared by management setting forth significant financial reporting issues and judgments made in connection with the preparation of financial statements, including the effects of alternative GAAP measures and off-balance sheet structures, if any, on the Company’s financial statements; and
|
•
|
review and approve all changes in the selection or application of accounting principles other than those changes in accounting principles mandated by newly-adopted authoritative accounting pronouncements.
|
•
|
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.
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
All Other
Compensation
(1)
|
|
Total
|
||||||||
Edward Coll
|
|
2016
|
|
$
|
250,000
|
|
|
$
|
450,000
|
|
|
$
|
6,000
|
|
|
$
|
706,000
|
|
Chief Executive Officer
|
|
2015
|
|
$
|
250,000
|
|
|
$
|
425,000
|
|
|
$
|
6,000
|
|
|
$
|
681,000
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Carl Claus Boggild
|
|
2016
|
|
$
|
200,000
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
President – Brazil
|
|
2015
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anthony Laura
|
|
2016
|
|
$
|
200,000
|
|
|
$
|
150,000
|
|
|
$
|
6,000
|
|
|
$
|
356,000
|
|
Chief Financial Officer
|
|
2015
|
|
$
|
200,000
|
|
|
$
|
150,000
|
|
|
$
|
6,000
|
|
|
$
|
356,000
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
All other compensation includes employer matching contribution to the 401(k) plan.
|
Name
(1)
|
|
Fees Earned or
Paid in Cash
|
|
Stock
Awards
(2)
|
|
Total
|
||||||
Mark Filanowski
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
Richard DuMoulin
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
Peter Yu
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
Paul Hong
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
Eric Rosenfeld
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
David Sgro
|
|
$
|
25,000
|
|
|
$
|
62,502
|
|
|
$
|
87,502
|
|
(1)
|
Information for Messrs. Coll, Boggild and Laura, who served as a members of our board of directors in 2016, is not included in this table because they did not receive additional compensation for services rendered as members of our board of directors.
|
(2)
|
This column represents the grant date fair value of 10,000, 8,353 and 5,041 restricted shares of our common stock made to each of our non-employee directors on May 9, 2016, August 9, 2016 and November 7, 2016, respectively. The grant date fair value was determined under FASB ASC Topic 718 utilizing the assumptions contained in Note 10 of our financial statements contained herein, excluding the effect of service-based forfeitures. As of December 31, 2016 Messrs. Filanowski, Du Moulin, Rosenfeld and Sgro each were granted a total of 52,090 restricted shares of our common stock of which 19,348 have vested. Messrs. Yu and Hong entered into transfer agreements through which shares issued to them were transferred to Pangaea One Acquisition Holdings XIV, LLC.
|
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
|
|
—
|
|
|
—
|
|
|
1,506,563
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
1,506,563
|
|
Name and Address of Beneficial Owner (1)
|
Amount and
Nature of
Beneficial
Ownership
|
Approximate
Percentage of
Beneficial
Ownership (2)
|
||
Directors and Executive Officers
:
|
|
|
|
|
Edward Coll (3)
|
7,507,077
|
|
20.52
|
%
|
Carl Claus Boggild (4)
|
7,417,105
|
|
20.27
|
%
|
Anthony Laura
|
2,335,382
|
|
6.38
|
%
|
Richard T. du Moulin*
52 Elm Avenue
Larchmont, NY 10538
|
52,090
|
|
0.16
|
%
|
Mark L. Filanowski*
71 Arrowhead Way
Darien, CT 06820-5507
|
57,590
|
|
0.14
|
%
|
Paul Hong
c/o Cartesian Capital Group, LLC
505 Fifth Avenue, 15th Floor
New York, NY 10017
|
—
|
|
—
|
%
|
Eric S. Rosenfeld
777 Third Ave, 37th Floor
New York, NY 10017
|
408,666
|
|
1.12
|
%
|
David D. Sgro*
777 Third Ave, 37th Floor
New York, NY 10017
|
133,632
|
|
0.37
|
%
|
Peter Yu (4)
c/o Cartesian Capital Group, LLC
505 Fifth Avenue, 15th Floor
New York, NY 10017
|
14,045,397
|
|
38.39
|
%
|
All Directors and Officers as a Group
|
31,956,939
|
|
87.35
|
%
|
|
|
|
||
Five Percent Holders
:
|
|
|
|
|
Edward Coll
|
7,507,077
|
|
20.57
|
%
|
Lagoa Investments (4)
|
7,417,105
|
|
20.32
|
%
|
Anthony Laura
|
2,335,382
|
|
6.40
|
%
|
Peter Yu (5)
|
14,045,397
|
|
38.39
|
%
|
Pangaea One (Cayman), L.P.
c/o Cartesian Capital Group, LLC
505 Fifth Avenue, 15th Floor
New York, NY 10017
|
3,297,254
|
|
9.01
|
%
|
Pangaea One Parallel Fund, L.P.
c/o Cartesian Capital Group, LLC
505 Fifth Avenue, 15th Floor
New York, NY 10017
|
3,081,156
|
|
8.42
|
%
|
(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
36,590,417
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 Edward Coll include 120,000 common shares held by three irrevocable trusts for the benefit of his children as well as 25,204 open market purchases, all as to which Mr. Coll has sole or shared voting power or investment power. Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Coll may be deemed to be the beneficial owner of these shares.
|
(4)
|
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.
|
(5)
|
Mr. Yu is a principal officer or director of the entity directly or indirectly controlling the general partner of each of Pangaea One Acquisition Holdings XIV, LLC., Pangaea One (Cayman), L.P., Pangaea One Parallel Fund, L.P., Pangaea One Parallel Fund (B), L.P., Leggonly, L.P., Malemod, L.P., Imfinno, L.P., and Nypsun, L.P. (collectively, the “Pangaea One Entities”). Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Yu may be deemed to be the beneficial owner of the shares held by the Pangaea One Entities.
|
|
Page
|
|
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
22,322,949
|
|
|
$
|
37,520,240
|
|
Restricted cash
|
6,100,000
|
|
|
2,003,341
|
|
||
Accounts receivable (net of allowance of $4,752,265 at December 31, 2016 and $5,067,194 at December 31, 2015)
|
20,476,797
|
|
|
19,617,943
|
|
||
Bunker inventory
|
13,202,937
|
|
|
7,490,590
|
|
||
Advance hire, prepaid expenses and other current assets
|
6,441,583
|
|
|
2,679,292
|
|
||
Total current assets
|
68,544,266
|
|
|
69,311,406
|
|
||
|
|
|
|
||||
Fixed assets, net
|
275,265,672
|
|
|
255,145,807
|
|
||
Investment in newbuildings in-process
|
18,383,964
|
|
|
42,505,783
|
|
||
Total assets
|
$
|
362,193,902
|
|
|
$
|
366,962,996
|
|
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
$
|
23,231,179
|
|
|
$
|
22,156,202
|
|
Related party debt
|
15,972,147
|
|
|
13,321,419
|
|
||
Deferred revenue
|
6,422,982
|
|
|
4,448,795
|
|
||
Current portion of long-term debt
|
19,627,846
|
|
|
19,499,262
|
|
||
Dividends payable
|
12,624,825
|
|
|
12,724,825
|
|
||
Total current liabilities
|
77,878,979
|
|
|
72,150,503
|
|
||
|
|
|
|
||||
Secured long-term debt, net
|
107,637,851
|
|
|
129,496,153
|
|
||
|
|
|
|
||||
Commitments and contingencies - Note 11
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no share issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, 100,000,000 shares authorized 36,590,417 and 36,503,837 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
3,659
|
|
|
3,650
|
|
||
Additional paid-in capital
|
133,677,321
|
|
|
133,075,409
|
|
||
Accumulated deficit
|
(17,409,579
|
)
|
|
(24,866,534
|
)
|
||
Total Pangaea Logistics Solutions Ltd. equity
|
116,271,401
|
|
|
108,212,525
|
|
||
Non-controlling interests
|
60,405,671
|
|
|
57,103,815
|
|
||
Total stockholders' equity
|
176,677,072
|
|
|
165,316,340
|
|
||
Total liabilities and stockholders' equity
|
$
|
362,193,902
|
|
|
$
|
366,962,996
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
|
||
Voyage revenue
|
$
|
222,116,152
|
|
|
$
|
266,673,105
|
|
Charter revenue
|
15,900,346
|
|
|
20,660,136
|
|
||
Total revenue
|
238,016,498
|
|
|
287,333,241
|
|
||
|
|
|
|
||||
Expenses:
|
|
|
|
|
|
||
Voyage expense
|
103,647,127
|
|
|
125,634,706
|
|
||
Charter hire expense
|
63,691,892
|
|
|
75,922,447
|
|
||
Vessel operating expenses
|
30,904,039
|
|
|
31,559,662
|
|
||
General and administrative
|
12,773,781
|
|
|
14,966,463
|
|
||
Depreciation and amortization
|
14,107,822
|
|
|
12,730,872
|
|
||
Loss on impairment of vessels
|
—
|
|
|
5,354,023
|
|
||
Loss on sale of vessels
|
—
|
|
|
638,638
|
|
||
Total expenses
|
225,124,661
|
|
|
266,806,811
|
|
||
|
|
|
|
||||
Income from operations
|
12,891,837
|
|
|
20,526,430
|
|
||
|
|
|
|
||||
Other (expense) income:
|
|
|
|
|
|
||
Interest expense, net
|
(5,423,057
|
)
|
|
(5,419,755
|
)
|
||
Interest expense, related party
|
(314,925
|
)
|
|
(435,565
|
)
|
||
Unrealized gain (loss) on derivative instruments
|
2,163,484
|
|
|
(377,264
|
)
|
||
Other expense
|
(158,528
|
)
|
|
(926,759
|
)
|
||
Total other expense, net
|
(3,733,026
|
)
|
|
(7,159,343
|
)
|
||
|
|
|
|
||||
Net income
|
9,158,811
|
|
|
13,367,087
|
|
||
Income attributable to noncontrolling interests
|
(1,701,856
|
)
|
|
(2,090,894
|
)
|
||
Net income attributable to Pangaea Logistics Solutions Ltd.
|
$
|
7,456,955
|
|
|
$
|
11,276,193
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
|
|
||
Basic
|
$
|
0.21
|
|
|
$
|
0.32
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.32
|
|
|
|
|
|
||||
Weighted average shares used to compute earnings per common share
|
|
|
|
|
|
||
Basic
|
35,158,917
|
|
|
34,784,733
|
|
||
Diluted
|
35,376,950
|
|
|
34,957,542
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Pangaea Logistics Solutions Ltd. (Deficit) Equity
|
|
Non-Controlling Interest
|
|
Total Stockholders' Equity
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
34,756,980
|
|
|
$
|
3,476
|
|
|
$
|
133,955,445
|
|
|
$
|
(36,142,727
|
)
|
|
$
|
97,816,194
|
|
|
$
|
2,531,359
|
|
|
$
|
100,347,553
|
|
Recognized cost for restricted stock issued as compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
457,068
|
|
|
—
|
|
|
457,068
|
|
|
—
|
|
|
457,068
|
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
400,000
|
|
|
40
|
|
|
(1,336,970
|
)
|
|
—
|
|
|
(1,336,930
|
)
|
|
1,132,463
|
|
|
(204,467
|
)
|
|||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504,210
|
)
|
|
(504,210
|
)
|
|||||||
Conversion of related party long-term debt to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,853,309
|
|
|
51,853,309
|
|
|||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
1,346,857
|
|
|
134
|
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,276,193
|
|
|
11,276,193
|
|
|
2,090,894
|
|
|
13,367,087
|
|
|||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
36,503,837
|
|
|
$
|
3,650
|
|
|
$
|
133,075,409
|
|
|
$
|
(24,866,534
|
)
|
|
$
|
108,212,525
|
|
|
$
|
57,103,815
|
|
|
$
|
165,316,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recognized cost for restricted stock issued as compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601,921
|
|
|
—
|
|
|
601,921
|
|
|
—
|
|
|
601,921
|
|
|||||||
Issuance of restricted shares, net of forfeitures
|
—
|
|
|
—
|
|
|
86,580
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Contribution from noncontrolling interest - Note 9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600,000
|
|
|
1,600,000
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,456,955
|
|
|
7,456,955
|
|
|
1,701,856
|
|
|
9,158,811
|
|
|||||||
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
36,590,417
|
|
|
$
|
3,659
|
|
|
$
|
133,677,321
|
|
|
$
|
(17,409,579
|
)
|
|
$
|
116,271,401
|
|
|
$
|
60,405,671
|
|
|
$
|
176,677,072
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
|
||
Net income
|
$
|
9,158,811
|
|
|
$
|
13,367,087
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||
Depreciation and amortization expense
|
14,107,822
|
|
|
12,730,872
|
|
||
Amortization of deferred financing costs
|
662,724
|
|
|
745,522
|
|
||
Unrealized (gain) loss on derivative instruments
|
(2,163,484
|
)
|
|
377,264
|
|
||
Loss from equity method investee
|
—
|
|
|
100,861
|
|
||
Provision for doubtful accounts
|
922,414
|
|
|
974,952
|
|
||
Loss on sales of vessels
|
—
|
|
|
638,638
|
|
||
Loss on impairment of vessels
|
—
|
|
|
5,354,023
|
|
||
Drydocking costs
|
(42,478
|
)
|
|
(1,393,160
|
)
|
||
Write off unamortized financing costs of repaid debt
|
—
|
|
|
72,968
|
|
||
Recognized cost for restricted stock issued as compensation
|
601,921
|
|
|
457,068
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Restricted cash
|
1,503,341
|
|
|
(1,003,341
|
)
|
||
Accounts receivable
|
(1,781,268
|
)
|
|
6,769,321
|
|
||
Bunker inventory
|
(5,712,347
|
)
|
|
8,111,069
|
|
||
Advance hire, prepaid expenses and other current assets
|
(3,708,549
|
)
|
|
3,852,662
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
3,690,569
|
|
|
(17,846,557
|
)
|
||
Deferred revenue
|
1,974,187
|
|
|
(7,300,131
|
)
|
||
Net cash provided by operating activities
|
19,213,663
|
|
|
26,009,118
|
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
|
|
||
Purchase of vessels
|
(319,433
|
)
|
|
(44,799,563
|
)
|
||
Proceeds from sales of vessels
|
—
|
|
|
8,265,179
|
|
||
Deposits on newbuildings in-process
|
(9,618,964
|
)
|
|
(27,209,306
|
)
|
||
Purchase of building and equipment
|
(315,918
|
)
|
|
(55,128
|
)
|
||
Acquisition of noncontrolling interest in consolidated subsidiary
|
—
|
|
|
(250,000
|
)
|
||
Net cash used in investing activities
|
(10,254,315
|
)
|
|
(64,048,818
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
|
|
||
Proceeds of related party debt
|
4,836,300
|
|
|
6,853,336
|
|
||
Payments on related party debt
|
(2,500,497
|
)
|
|
(1,216,250
|
)
|
||
Proceeds from long-term debt
|
1,375,971
|
|
|
67,500,000
|
|
||
Payments of financing and issuance costs
|
(45,755
|
)
|
|
(1,178,310
|
)
|
||
Payments on long-term debt
|
(23,722,658
|
)
|
|
(22,548,460
|
)
|
||
Payment of line of credit
|
—
|
|
|
(3,000,000
|
)
|
||
Common stock accrued dividends paid
|
(100,000
|
)
|
|
(100,000
|
)
|
||
Increase in restricted cash
|
(5,600,000
|
)
|
|
—
|
|
||
Contributions from noncontrolling interests
|
1,600,000
|
|
|
—
|
|
||
Distributions to non-controlling interest
|
—
|
|
|
(567,883
|
)
|
||
Net cash (used in) provided by financing activities
|
(24,156,639
|
)
|
|
45,742,433
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(15,197,291
|
)
|
|
7,702,733
|
|
||
Cash and cash equivalents at beginning of period
|
37,520,240
|
|
|
29,817,507
|
|
||
Cash and cash equivalents at end of period
|
$
|
22,322,949
|
|
|
$
|
37,520,240
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Disclosure of noncash items
|
|
|
|
|
|
||
Issuance of subsidiary common shares as settlement of related party debt - NOTE 8
|
$
|
—
|
|
|
$
|
51,853,310
|
|
Cash paid for interest
|
$
|
4,659,015
|
|
|
$
|
5,407,613
|
|
•
|
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 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.
|
•
|
Bulk Pangaea Limited (“Bulk Pangaea”) – a corporation that was duly organized under the laws of Bermuda. Bulk Pangaea was established in September 2009 for the purpose of acquiring the m/v Bulk Pangaea.
|
•
|
Bulk Patriot Ltd. (“Bulk Patriot”) – a corporation that was duly organized under the laws of Bermuda. Bulk Patriot was established in September 2011 for the purpose of acquiring the m/v Bulk Patriot.
|
•
|
Bulk Juliana Ltd. (“Bulk Juliana”) – a corporation that was duly organized under the laws of Bermuda. Bulk Juliana was established in March 2012 for the purpose of acquiring the m/v Bulk Juliana.
|
•
|
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 Atlantic Ltd. (“Bulk Beothuk”) – a corporation that was duly organized under the laws of Bermuda. Bulk Atlantic was established in February 2013 for the purpose of acquiring the m/v Bulk Beothuk.
|
•
|
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.
|
•
|
Nordic Bulk Barents Ltd. (“Bulk Barents”) – a corporation that was duly organized under the laws of Bermuda. Bulk Barents was established in November 2013 for the purpose of acquiring the m/v Nordic Barents.
|
•
|
Nordic Bulk Bothnia Ltd. (“Bulk Bothnia”) – a corporation that was duly organized under the laws of Bermuda. Bulk Bothnia was established in November 2013 for the purpose of acquiring the m/v Nordic Bothnia.
|
•
|
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 Holding ApS (“NBH”) – a corporation that was duly organized in March 2009 under the laws of Denmark. The primary purpose of this corporation is to manage and operate vessels through its wholly owned subsidiary 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 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. At
December 31, 2016
and
2015
the Company had one-third ownership interest in NBHC, the remainder of which is owned by third-parties. The operating results of NBHC are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated NBHC for the years ended
December 31, 2016 and 2015
. Bulk 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.
|
•
|
Nordic Bulk Ventures Holding Company Ltd. (“BVH”) – a corporation that was duly organized under the laws of Bermuda. BVH was established in August 2013, together with a third-party, 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, new ultramax newbuildings delivered in January 2017. At
December 31, 2016
and
2015
, the Company had a
50%
ownership interest in BVH, the remainder of which was owned by a third-party until January 2017 as discussed in Note12. The operating results of BVH are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated BVH for the years ended
December 31, 2016
and
2015
.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Money market accounts – cash equivalents
|
|
$
|
6,540,489
|
|
|
$
|
28,491,872
|
|
Cash
(1)
|
|
15,782,460
|
|
|
9,028,368
|
|
||
Total
|
|
$
|
22,322,949
|
|
|
$
|
37,520,240
|
|
|
|
2016
|
|
2015
|
||||
Advance hire
|
|
$
|
2,232,444
|
|
|
$
|
1,138,300
|
|
Prepaid expenses
|
|
1,844,522
|
|
|
537,192
|
|
||
Other current assets
|
|
2,364,617
|
|
|
1,003,800
|
|
||
Total
|
|
$
|
6,441,583
|
|
|
$
|
2,679,292
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Debt issuance costs and bank fees paid to financial institutions
|
|
$
|
5,321,206
|
|
|
$
|
5,275,238
|
|
Less: accumulated amortization
|
|
(3,792,695
|
)
|
|
(3,129,972
|
)
|
||
Unamortized debt issuance costs and bank fees
|
|
$
|
1,528,511
|
|
|
$
|
2,145,266
|
|
|
|
|
|
|
||||
Amortization included in interest expense
|
|
$
|
662,724
|
|
|
$
|
745,522
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Accounts payable
|
|
$
|
15,435,179
|
|
|
$
|
14,064,870
|
|
Accrued expenses
|
|
6,955,389
|
|
|
5,232,864
|
|
||
Accrued interest
|
|
412,984
|
|
|
455,818
|
|
||
Other accrued liabilities
|
|
427,627
|
|
|
2,402,650
|
|
||
Total
|
|
$
|
23,231,179
|
|
|
$
|
22,156,202
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Carrying amount of long-term debt
|
|
$
|
82,001,821
|
|
|
$
|
28,320,101
|
|
Fair value of long-term debt
|
|
$
|
82,224,170
|
|
|
$
|
28,960,879
|
|
a.
|
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
|
b.
|
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
|
c.
|
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.
|
|
|
2016
|
|
2015
|
||||
Vessels and vessel upgrades
|
|
$
|
313,102,479
|
|
|
$
|
279,042,265
|
|
Capitalized dry docking
|
|
7,142,445
|
|
|
7,238,119
|
|
||
|
|
320,244,924
|
|
|
286,280,384
|
|
||
Accumulated depreciation and amortization
|
|
(47,862,126
|
)
|
|
(33,963,405
|
)
|
||
Vessels, vessel upgrades and capitalized dry docking, net
|
|
272,382,798
|
|
|
252,316,979
|
|
||
|
|
|
|
|
||||
Land and building
|
|
2,541,085
|
|
|
2,541,085
|
|
||
Internal use software
|
|
268,313
|
|
|
268,313
|
|
||
Computers and equipment
|
|
1,250,096
|
|
|
934,178
|
|
||
|
|
4,059,494
|
|
|
3,743,576
|
|
||
Accumulated depreciation
|
|
(1,176,620
|
)
|
|
(914,748
|
)
|
||
Other fixed assets, net
|
|
2,882,874
|
|
|
2,828,828
|
|
||
|
|
|
|
|
||||
Total fixed assets, net
|
|
$
|
275,265,672
|
|
|
$
|
255,145,807
|
|
|
|
December 31,
|
||||||
Vessel
|
|
2016
|
|
2015
|
||||
m/v BULK PANGAEA
|
|
$
|
17,879,380
|
|
|
$
|
19,555,658
|
|
m/v BULK PATRIOT
|
|
12,391,724
|
|
|
13,732,984
|
|
||
m/v BULK JULIANA
|
|
12,252,733
|
|
|
13,096,232
|
|
||
m/v NORDIC ODYSSEY
|
|
27,021,211
|
|
|
28,537,024
|
|
||
m/v NORDIC ORION
|
|
27,874,584
|
|
|
29,242,572
|
|
||
m/v BULK TRIDENT
|
|
14,962,163
|
|
|
15,696,689
|
|
||
m/v BULK BEOTHUK
|
|
12,006,270
|
|
|
12,653,475
|
|
||
m/v BULK NEWPORT
|
|
13,473,429
|
|
|
14,109,300
|
|
||
m/v NORDIC BOTHNIA
|
|
3,517,151
|
|
|
3,700,000
|
|
||
m/v NORDIC BARENTS
|
|
3,520,616
|
|
|
3,700,000
|
|
||
m/v NORDIC OSHIMA
|
|
31,346,414
|
|
|
32,540,468
|
|
||
m/v NORDIC OLYMPIC
|
|
31,560,965
|
|
|
32,780,722
|
|
||
m/v NORDIC ODIN
|
|
31,741,658
|
|
|
32,971,855
|
|
||
m/v NORDIC OASIS
(1)
|
|
32,834,500
|
|
|
—
|
|
||
|
|
$
|
272,382,798
|
|
|
$
|
252,316,979
|
|
(1)
|
The m/v Nordic Oasis was delivered to the Company on January 5, 2016.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Interest rate swap agreement on:
|
|
|
|
|
|
|
||
Long Wharf Construction to Term Loan:
|
|
|
|
|
|
|
||
Notional amount
|
|
$
|
—
|
|
|
$
|
976,500
|
|
Effective dates
|
|
|
|
2/1/11-1/24/21
|
|
|||
Fair value at year-end
|
|
—
|
|
|
(103,783
|
)
|
|
|
Balance at December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Margin accounts
|
|
$
|
488,084
|
|
|
$
|
488,084
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel swap contracts
|
|
$
|
303,675
|
|
|
$
|
—
|
|
|
$
|
303,675
|
|
|
$
|
—
|
|
Forward freight agreements
|
|
$
|
(20,950
|
)
|
|
$
|
—
|
|
|
$
|
(20,950
|
)
|
|
$
|
—
|
|
|
|
Balance at December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Margin accounts
|
|
$
|
433,000
|
|
|
$
|
433,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
$
|
(103,783
|
)
|
|
—
|
|
|
$
|
(103,783
|
)
|
|
—
|
|
||
Fuel swap contracts
|
|
$
|
(1,776,975
|
)
|
|
—
|
|
|
$
|
(1,776,975
|
)
|
|
—
|
|
|
|
December 31, 2015
|
|
Activity
|
|
December 31, 2016
|
||||||
Included in accounts payable and accrued expenses on the consolidated balance sheets:
|
|
|
|
|
|
|
||||||
Affiliated companies (trade payables)
|
|
$
|
1,254,985
|
|
|
$
|
(145,415
|
)
|
|
$
|
1,109,570
|
|
|
|
|
|
|
|
|
||||||
Included in current related party debt on the consolidated balance sheets:
|
|
|
|
|
|
|
||||||
Loan payable – 2011 Founders Note
|
|
$
|
4,325,000
|
|
|
$
|
—
|
|
|
$
|
4,325,000
|
|
Interest payable – 2011 Founders Note
(i)
|
|
553,919
|
|
|
(185,572
|
)
|
|
368,347
|
|
|||
Promissory Note
|
|
4,000,000
|
|
|
(2,000,000
|
)
|
|
2,000,000
|
|
|||
Loan payable – BVH shareholder (STST)
(ii)
|
|
4,442,500
|
|
|
4,836,300
|
|
|
9,278,800
|
|
|||
Total current related party debt
|
|
$
|
13,321,419
|
|
|
$
|
2,650,728
|
|
|
$
|
15,972,147
|
|
i.
|
Paid in cash
|
ii.
|
ST Shipping and Transport Pte. Ltd. ("STST")
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Bulk Pangaea Secured Note
(1)
|
|
$
|
1,040,625
|
|
|
$
|
1,734,375
|
|
Bulk Patriot Secured Note
(1)
|
|
1,087,500
|
|
|
2,312,500
|
|
||
Bulk Trident Secured Note
(1)
|
|
5,737,500
|
|
|
6,375,000
|
|
||
Bulk Juliana Secured Note
(1)
|
|
3,042,186
|
|
|
3,718,229
|
|
||
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement
(2)
|
|
77,325,001
|
|
|
89,625,000
|
|
||
Bulk Atlantic Secured Note
|
|
5,350,000
|
|
|
6,530,000
|
|
||
Bulk Phoenix Secured Note
(1)
|
|
6,816,685
|
|
|
7,649,997
|
|
||
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.)
|
|
7,097,820
|
|
|
10,717,370
|
|
||
Bulk Nordic Oasis Ltd. Loan Agreement
(2)
|
|
20,000,000
|
|
|
21,500,000
|
|
||
109 Long Wharf Commercial Term Loan
|
|
1,032,067
|
|
|
978,210
|
|
||
Phoenix Bulk Carriers (US) LLC Automobile Loan
|
|
28,582
|
|
|
—
|
|
||
Phoenix Bulk Carriers (US) LLC Master Loan
|
|
236,242
|
|
|
—
|
|
||
Total
|
|
128,794,208
|
|
|
151,140,681
|
|
||
Less: current portion
|
|
(19,627,846
|
)
|
|
(19,499,262
|
)
|
||
Less: unamortized bank fees
|
|
(1,528,511
|
)
|
|
(2,145,266
|
)
|
||
Secured long-term debt
|
|
$
|
107,637,851
|
|
|
$
|
129,496,153
|
|
(1)
|
The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Trident Secured Note, the Bulk Juliana Secured Note, and the Bulk Phoenix Secured Note are cross-collateralized by the vessels m/v Bulk Pangaea, m/v Bulk Patriot, m/v Bulk Trident, m/v Bulk Juliana, and m/v Bulk Newport and are guaranteed by the Company.
|
(2)
|
The borrower under this facility is NBHC, of which the Company and its joint venture partners, STST and ASO2020, each own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
|
|
Years ending December 31,
|
||
|
|
|
|
2017
|
$
|
19,627,846
|
|
2018
|
21,704,371
|
|
|
2019
|
16,371,749
|
|
|
2020
|
19,021,179
|
|
|
2021
|
16,618,718
|
|
|
Thereafter
|
35,450,345
|
|
|
|
$
|
128,794,208
|
|
|
|
Restricted share awards pursuant to the Amended Plan
|
|||||
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|||
Nonvested shares at December 31, 2015
|
|
1,376,857
|
|
|
$
|
2.45
|
|
Granted
|
|
146,364
|
|
|
2.66
|
|
|
Vested
|
|
(102,088
|
)
|
|
3.29
|
|
|
Forfeited
|
|
(59,784
|
)
|
|
2.39
|
|
|
|
|
|
|
|
|||
Nonvested at December 31, 2016
|
|
1,361,349
|
|
|
$
|
2.46
|
|
|
|
Fiscal Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Fair value of restricted shares vested
|
|
$
|
336,364
|
|
|
$
|
142,500
|
|
Unrecognized compensation cost for restricted shares
|
|
$
|
2,768,484
|
|
|
$
|
3,120,082
|
|
Weighted average remaining period to expense for restricted shares (years)
|
|
3.30
|
|
|
3.33
|
|
|
|
2008
common
stock
dividend
|
|
2012
common
stock
special
dividend
|
|
2013
common
stock
dividend
|
|
2013
Odyssey
and Orion
dividend
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
2,574,125
|
|
|
$
|
2,934,357
|
|
|
$
|
6,411,540
|
|
|
$
|
904,803
|
|
|
$
|
12,824,825
|
|
Paid in cash
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Balance at December 31, 2015
|
|
2,474,125
|
|
|
2,934,357
|
|
|
6,411,540
|
|
|
904,803
|
|
|
12,724,825
|
|
|||||
Paid in cash
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||||
Balance at December 31, 2016
|
|
$
|
2,374,125
|
|
|
$
|
2,934,357
|
|
|
$
|
6,411,540
|
|
|
$
|
904,803
|
|
|
$
|
12,624,825
|
|
(Unaudited)
|
2016
|
2015
|
||||||||||||||||||||||
(Dollars in millions, except per share amounts. Figures may not foot due to rounding)
|
Q1
|
Q2
|
Q3
|
Q4
|
Q1
|
Q2
|
Q3
|
Q4
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Voyage revenue
|
$
|
42.0
|
|
$
|
53.5
|
|
$
|
66.0
|
|
$
|
60.6
|
|
$
|
90.6
|
|
$
|
60.9
|
|
$
|
64.6
|
|
$
|
50.6
|
|
Charter revenue
|
2.0
|
|
3.4
|
|
4.8
|
|
5.7
|
|
4.5
|
|
4.2
|
|
6.6
|
|
5.3
|
|
||||||||
|
43.9
|
|
57.0
|
|
70.8
|
|
66.3
|
|
95.1
|
|
65.1
|
|
71.2
|
|
55.9
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Voyage expense
|
18.5
|
|
26.8
|
|
29.2
|
|
29.2
|
|
45.3
|
|
28.1
|
|
30.4
|
|
21.8
|
|
||||||||
Charter hire expense
|
8.5
|
|
15.0
|
|
19.7
|
|
20.5
|
|
24.7
|
|
15.2
|
|
20.6
|
|
15.5
|
|
||||||||
Vessel operating expenses
|
6.9
|
|
7.9
|
|
7.5
|
|
8.6
|
|
7.8
|
|
7.1
|
|
8.5
|
|
8.2
|
|
||||||||
General and administrative
|
3.0
|
|
2.9
|
|
3.2
|
|
3.6
|
|
4.3
|
|
3.9
|
|
3.6
|
|
3.1
|
|
||||||||
Depreciation and amortization
|
3.5
|
|
3.5
|
|
3.5
|
|
3.5
|
|
3.0
|
|
3.3
|
|
3.2
|
|
3.3
|
|
||||||||
Loss on impairment of vessels
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.4
|
|
||||||||
Loss on sale of vessels
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
0.5
|
|
0.1
|
|
—
|
|
||||||||
Total expenses
|
40.4
|
|
56.2
|
|
63.0
|
|
65.5
|
|
85.2
|
|
58.1
|
|
66.3
|
|
57.2
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from operations
|
3.5
|
|
0.8
|
|
7.8
|
|
0.8
|
|
9.9
|
|
7.0
|
|
4.9
|
|
(1.3
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(1.4
|
)
|
(1.5
|
)
|
(1.3
|
)
|
(1.3
|
)
|
(1.4
|
)
|
(1.3
|
)
|
(1.5
|
)
|
(1.2
|
)
|
||||||||
Interest expense related party debt
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
||||||||
Unrealized (loss) gain on derivative instruments
|
(0.3
|
)
|
1.4
|
|
0.2
|
|
1.0
|
|
0.8
|
|
0.4
|
|
(0.5
|
)
|
(1.1
|
)
|
||||||||
Other expense
|
(0.1
|
)
|
0.1
|
|
—
|
|
(0.1
|
)
|
0.1
|
|
0.1
|
|
—
|
|
(1.1
|
)
|
||||||||
Total other expense, net
|
(1.9
|
)
|
(0.2
|
)
|
(1.2
|
)
|
(0.5
|
)
|
(0.6
|
)
|
(1.0
|
)
|
(2.1
|
)
|
(3.5
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss)
|
1.6
|
|
0.6
|
|
6.6
|
|
0.3
|
|
9.3
|
|
6.0
|
|
2.8
|
|
(4.8
|
)
|
||||||||
(Income) loss attributable to noncontrolling interests
|
(0.4
|
)
|
(0.5
|
)
|
(0.5
|
)
|
(0.3
|
)
|
(1.7
|
)
|
(0.6
|
)
|
0.2
|
|
—
|
|
||||||||
Net income (loss) attributable to Pangaea Logistics Solutions Ltd.
|
$
|
1.2
|
|
$
|
0.1
|
|
$
|
6.1
|
|
$
|
0.1
|
|
$
|
7.6
|
|
$
|
5.5
|
|
$
|
3.0
|
|
$
|
(4.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Quarterly Data (continued)
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
(Unaudited)
|
2016
|
2015
|
||||||||||||||||||||||
(Dollars in millions, except per share amounts)
|
Q1
|
Q2
|
Q3
|
Q4
|
Q1
|
Q2
|
Q3
|
Q4
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
0.03
|
|
$
|
—
|
|
$
|
0.17
|
|
$
|
0.002
|
|
$
|
0.22
|
|
$
|
0.16
|
|
$
|
0.09
|
|
$
|
(0.14
|
)
|
Diluted
|
$
|
0.03
|
|
$
|
—
|
|
$
|
0.17
|
|
$
|
0.002
|
|
$
|
0.22
|
|
$
|
0.16
|
|
$
|
0.09
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average shares used to compute earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
35,130,211
|
|
35,150,453
|
|
35,165,532
|
|
35,189,068
|
|
34,696,980
|
|
34,696,980
|
|
34,696,980
|
|
35,045,132
|
|
||||||||
Diluted
|
35,201,307
|
|
35,337,290
|
|
35,347,403
|
|
35,581,897
|
|
34,695,930
|
|
34,887,177
|
|
35,004,808
|
|
35,382,734
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common Stock Information:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Price Range:
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
3.53
|
|
2.74
|
|
2.92
|
|
2.69
|
|
4.70
|
|
3.77
|
|
3.68
|
|
3.65
|
|
||||||||
Low
|
2.46
|
|
2.29
|
|
2.25
|
|
2.12
|
|
2.70
|
|
2.22
|
|
2.72
|
|
2.57
|
|
||||||||
|
|
PANGAEA LOGISTICS SOLUTIONS LTD.
|
|
|
|
|
|
By:
|
/s/ Edward Coll
|
|
Edward Coll
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By:
|
/s/ Anthony Laura
|
|
Anthony Laura
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Edward Coll
|
|
Chairman of the Board and Chief
|
|
March 23, 2017
|
Edward Coll
|
|
Executive Officer
|
|
|
|
|
|
|
|
/s/ Carl Claus Boggild
|
|
President (Brazil) and Director
|
|
March 23, 2017
|
Carl Claus Boggild
|
|
|
|
|
|
|
|
|
|
/s/ Anthony Laura
|
|
Chief Financial Officer, Principal
|
|
March 23, 2017
|
Anthony Laura
|
|
Accounting Officer and Director
|
|
|
|
|
|
|
|
/s/ Peter M. Yu
|
|
Director
|
|
March 23, 2017
|
Peter M. Yu
|
|
|
|
|
|
|
|
|
|
/s/ Paul Hong
|
|
Director
|
|
March 23, 2017
|
Paul Hong
|
|
|
|
|
|
|
|
|
|
/s/ Richard T. du Moulin
|
|
Director
|
|
March 23, 2017
|
Richard T. du Moulin
|
|
|
|
|
|
|
|
|
|
/s/ Mark L. Filanowski
|
|
Director
|
|
March 23, 2017
|
Mark L. Filanowski
|
|
|
|
|
|
|
|
|
|
/s/ Eric S. Rosenfeld
|
|
Director
|
|
March 23, 2017
|
Eric S. Rosenfeld
|
|
|
|
|
|
|
|
|
|
/s/ David D. Sgro
|
|
Director
|
|
March 23, 2017
|
David D. Sgro
|
|
|
|
|
Exhibit no.
|
Description
|
Incorporated By Reference
|
Filed herewith
|
||
|
|
Form
|
Date
|
|
|
2.1
|
|
Agreement and Plan of Reorganization, dated as of April 30, 2014, by and among Quartet Merger Corp., Quartet Holdco Ltd., Quartet Merger Sub Ltd., Pangaea Logistics Solutions, Ltd., and the securityholders of Pangaea Logistics Solutions, Ltd.
|
S-1
|
2/4/2015
|
|
3.1
|
|
Certificate of Incorporation of the Company, as amended
|
S-1
|
2/4/2015
|
|
3.2
|
|
Bye-laws of Company
|
S-1
|
2/4/2015
|
|
10.1
|
|
Form of Escrow Agreement among Quartet Holdco Ltd., the Representative (as described in the Agreement and Plan of Reorganization), the securityholders of Pangaea Logistics Solutions, Ltd., and Continental Stock Transfer & Trust Company, as Escrow Agent.
|
S-1
|
2/4/2015
|
|
10.2
|
|
Form of Lock-Up Agreement.
|
S-1
|
2/4/2015
|
|
10.3
|
|
Form of Registration Rights Agreement between Quartet Holdco Ltd. and certain holders identified therein.
|
S-1
|
2/4/2015
|
|
10.4
|
|
$1.048 Million Secured Construction Loan Agreement
|
S-1
|
2/4/2015
|
|
10.5
|
|
$9.12 Million Secured Term Loan
|
S-1
|
2/4/2015
|
|
10.6
|
|
$4.55 Million Secured Term Loan
|
S-1
|
2/4/2015
|
|
10.7
|
|
$40.0 Million Secured Loan Facility
|
S-1
|
2/4/2015
|
|
10.8
|
|
$8.52 Million Term Loan
|
S-1
|
2/4/2015
|
|
10.9
|
|
$5.685 Million Secured Loan Facility
|
S-1
|
2/4/2015
|
|
10.10
|
|
Post-Delivery Facility
|
S-1
|
2/4/2015
|
|
10.11
|
|
$10.0 Million Loan from Shareholder
|
S-1
|
2/4/2015
|
|
10.12
|
|
January 10, 2013 Related Party Loan with ASO 2020 Maritime S.A.
|
S-1
|
2/4/2015
|
|
10.13
|
|
March 18, 2013 Related Party Loan with ASO 2020 Maritime S.A.
|
S-1
|
2/4/2015
|
|
10.14
|
|
June 18, 2013 Related Party Loan with ASO 2020 Maritime S.A.
|
S-1
|
2/4/2015
|
|
10.15
|
|
Related Party Loan with ST Shipping and Transport Pte. Ltd.
|
S-1
|
2/4/2015
|
|
10.16
|
|
$5.0 million Loan Agreement from Bulk Partners (Bermuda) Ltd. to Nordic Bulk Carriers AS
|
S-1
|
2/4/2015
|
|
10.17
|
|
Lease of 109 Long Wharf, Newport, RI 02840
|
S-1
|
2/4/2015
|
|
10.18
|
|
$13.0 Million Term Loan
|
S-1
|
2/4/2015
|
|
10.19
|
|
Nordic Bulk Holding Company Ltd. Shareholders Agreement
|
S-1
|
2/4/2015
|
|
10.20
|
|
Nordic Bulk Ventures Holding Company Shareholders Agreement
|
S-1
|
2/4/2015
|
|
10.25
|
|
Loan Agreement (Revolving Line of Credit) by and between Phoenix Bulk Carriers (US) LLC and Rockland Trust Company
|
S-4
|
5/13/2014
|
|
10.26
|
|
Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on August 7, 2015)
|
S-1/A
|
9/16/2015
|
|
10.27
|
|
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd., Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement
|
10-Q
|
11/13/2015
|
|
10.28
|
|
Bulk Nordic Oasis Ltd. Loan Agreement
|
10-K
|
3/23/2016
|
|
10.29
|
|
Amendment No. 2 to Shareholders Agreement dated January 10, 2013, as amended by Amendment No. 1 dated July 31, 2013 regarding Nordic Bulk Holding Company Ltd.
|
10-K
|
3/23/2016
|
|
10.30
|
|
THIRD AMENDATORY AGREEMENT
|
10-Q
|
8/15/2016
|
|
10.31
|
|
Purchase Agreement by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016
|
|
|
X
|
10.32
|
|
Bareboat Charter Party by and between Nicole Navigation S.A and Bulk Nordic Five Ltd. dated October 27, 2016
|
|
|
X
|
10.33
|
|
Nordic Bulk Six Ltd. Loan Agreement
|
|
|
X
|
10.34
|
|
Stock Purchase Agreement Nordic Bulk Ventures Holding Company Ltd. by and between Bulk Fleet Bermuda Holding Company Ltd. and ST Shipping and Transport Pte. Ltd.
|
|
|
X
|
10.35
|
|
Purchase Agreement Addendum by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016
|
|
|
X
|
14.1
|
|
Code of Ethics
|
8-K
|
10/8/2014
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
X
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
X
|
31.2
|
|
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
X
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
X
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
X
|
EX-101.INS
|
XBRL Instance Document
|
|
|
X
|
|
EX-101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
X
|
|
EX-101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
X
|
|
EX-101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
X
|
|
EX-101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
X
|
|
EX-101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
X
|
1 Year Pangaea Logistics Soluti... Chart |
1 Month Pangaea Logistics Soluti... Chart |
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