UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 

FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2018
 
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
 
Commission File Number: 001-36139
 
PANGAEA LOGISTICS SOLUTIONS LTD.
 
(Exact name of Registrant as specified in its charter)
Bermuda
 
98-1205464
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf
Newport, RI 02840
 
(Address of principal executive offices)(Zip Code)
 
Registrant’s telephone number, including area code: (401) 846-7790
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES    x                  NO   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES   x                   NO ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated Filer  ¨  
Accelerated Filer ¨  
Non-accelerated Filer ¨  
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES       ¨               NO     x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.01 per share, 44,048,541 shares outstanding as of November 8, 2018 .

 



TABLE OF CONTENTS
 
 
 
Page
PART I
FINANCIAL INFORMATION
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Signatures
 


2





Pangaea Logistics Solutions Ltd. Consolidated Balance Sheets

September 30, 2018

December 31, 2017

(unaudited)

 
Assets
 

 
Current assets
 


 

Cash and cash equivalents
$
50,765,165


$
34,531,812

Accounts receivable (net of allowance of $1,974,989 at
September 30, 2018 and $2,135,877 December 31, 2017)
26,826,310


21,089,425

Bunker inventory
20,863,555


15,356,712

Advance hire, prepaid expenses and other current assets
14,101,854


12,032,272

Total current assets
112,556,884


83,010,221





 
Restricted cash
2,500,000

 
4,000,000

Fixed assets, net
282,643,142


306,292,655

Vessels under capital lease
56,146,928

 
29,994,212

Total assets
$
453,846,954


$
423,297,088





 
Liabilities and stockholders' equity
 


 

Current liabilities
 

 
Accounts payable, accrued expenses and other current liabilities
$
30,058,749


$
29,181,276

Related party debt
3,701,332


7,009,597

Deferred revenue
11,013,013


5,815,924

Current portion of secured long-term debt
17,785,860


18,979,335

Current portion of capital lease obligations
5,336,417

 
1,785,620

Dividend payable
5,198,598


7,238,401

Total current liabilities
73,093,969


70,010,153





 
Secured long-term debt, net
101,765,760

 
117,615,634

Obligations under capital lease
47,036,903

 
25,015,659





 
Commitments and contingencies (Note 7)



 




 
Stockholders' equity:
 


 

Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding
—

 
—

Common stock, $0.0001 par value, 100,000,000 shares authorized; 44,048,541 shares issued and outstanding at September 30, 2018; 43,794,526 shares issued and outstanding at December 31, 2017
4,405

 
4,379

Additional paid-in capital
155,856,330

 
154,943,728

Accumulated deficit
6,355,147

 
(9,596,785
)
Total Pangaea Logistics Solutions Ltd. equity
162,215,882

 
145,351,322

Non-controlling interests
69,734,440

 
65,304,320

Total stockholders' equity
231,950,322

 
210,655,642

Total liabilities and stockholders' equity
$
453,846,954

 
$
423,297,088

 
The accompanying notes are an integral part of these consolidated financial statements

3



Pangaea Logistics Solutions Ltd.
Consolidated Statements of Income
(unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Voyage revenue
$
81,812,543

 
$
93,688,834

 
$
233,979,386

 
$
251,608,298

Charter revenue
13,532,296

 
13,334,202

 
37,161,948

 
31,293,637

 
95,344,839

 
107,023,036

 
271,141,334

 
282,901,935

Expenses:
 
 
 
 
 
 
 
Voyage expense
36,684,994

 
44,305,446

 
104,880,511

 
124,174,513

Charter hire expense
28,532,774

 
34,764,942

 
81,912,601

 
91,140,160

Vessel operating expense
9,863,944

 
9,144,472

 
29,759,818

 
26,810,071

General and administrative
3,704,360

 
4,762,860

 
12,211,329

 
11,418,900

Depreciation and amortization
4,410,977

 
3,950,661

 
13,140,234

 
11,604,168

Loss on sale and leaseback of vessels
—

 
70,000

 
860,426

 
9,275,042

Total expenses
83,197,049

 
96,998,381

 
242,764,919

 
274,422,854


 
 
 
 
 
 
 
Income from operations
12,147,790

 
10,024,655

 
28,376,415

 
8,479,081


 
 
 
 
 
 
 
Other (expense) income:
 
 
 

 
 
 
 
Interest expense, net
(2,231,589
)
 
(2,106,139
)
 
(6,384,314
)
 
(5,981,237
)
Interest expense on related party debt
(43,961
)
 
(79,713
)
 
(161,334
)
 
(236,538
)
Unrealized gain (loss) on derivative instruments, net
486,412

 
(59,138
)
 
477,508

 
430,869

Other income
38,481

 
977,795

 
496,813

 
1,885,801

Total other expense, net
(1,750,657
)
 
(1,267,195
)
 
(5,571,327
)
 
(3,901,105
)

 
 
 
 
 
 
 
Net income
10,397,133

 
8,757,460

 
22,805,088

 
4,577,976

Income attributable to non-controlling interests
(2,120,182
)
 
(1,576,209
)
 
(4,430,120
)
 
(787,063
)
Net income attributable to Pangaea Logistics Solutions Ltd.
$
8,276,951

 
$
7,181,251

 
$
18,374,968

 
$
3,790,913


 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.20

 
$
0.18

 
$
0.44

 
$
0.10

Diluted
$
0.19

 
$
0.17

 
$
0.43

 
$
0.10


 
 
 
 
 
 
 
Weighted average shares used to compute earnings per common share:
 
 
 
 
 
 
 
Basic
42,348,175

 
40,796,867

 
42,208,038

 
37,225,825

Diluted
42,878,449

 
41,074,592

 
42,727,481

 
37,647,123

 
The accompanying notes are an integral part of these consolidated financial statements
 


4
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)

 
Nine Months Ended September 30,
 
2018
 
2017
Operating activities
 

 
 

Net income
$
22,805,088

 
$
4,577,976

Adjustments to reconcile net income to net cash provided by operations:
 

 
 
Depreciation and amortization expense
13,140,234

 
11,604,168

Amortization of deferred financing costs
517,085

 
527,348

Amortization of prepaid rent
91,453

 
91,453

Unrealized loss (gain) on derivative instruments
(477,508
)
 
(430,869
)
Gain from equity method investee
(90,000
)
 
(282,362
)
Provision for doubtful accounts
(104,288
)
 
(10,356
)
Loss on sale of vessel
860,426

 
9,134,908

Drydocking costs
(1,497,979
)
 
(1,043,164
)
Recognized cost for restricted stock issued as compensation
1,064,520

 
878,759

Change in operating assets and liabilities:
 
 
 
Accounts receivable
(5,632,597
)
 
(10,428,305
)
Bunker inventory
(5,506,843
)
 
(3,267,454
)
Advance hire, prepaid expenses and other current assets
713,646

 
(7,118,526
)
Accounts payable, accrued expenses and other current liabilities
873,337

 
8,021,053

Deferred revenue
468,333

 
1,490,536

Net cash provided by operating activities
27,224,907

 
13,745,165

 
 
 
 
Investing activities
 

 
 

Purchase of vessels and vessel improvements
(14,695,391
)
 
(47,328,517
)
Purchase of building and equipment
(341,439
)
 
—

Proceeds from sale of equipment
31,594

 
—

Purchase of non-controlling interest in consolidated subsidiary
—

 
(832,572
)
Net cash used in investing activities
(15,005,236
)
 
(48,161,089
)
 
 
 
 
Financing activities
 

 
 

Proceeds from long-term debt
—

 
25,000,000

Payments of related party debt
(3,308,265
)
 
—

Payments of financing fees and issuance costs
(702,666
)
 
(896,175
)
Payments of long-term debt
(16,855,738
)
 
(20,635,670
)
Proceeds from sale and leaseback of vessel
27,750,000

 
28,000,000

Dividends paid to non-controlling interests
(904,803
)
 
—

Payments of capital lease obligations
(2,177,959
)
 
(768,599
)
Cash paid for incentive compensation shares relinquished
(101,075
)
 
—

Proceeds from private placement of common stock, net of issuance costs
(50,812
)
 
9,631,530

Accrued common stock dividends paid
(1,135,000
)
 
(1,001,424
)
Net cash provided by financing activities
2,513,682

 
39,329,662

 
 
 
 
Net increase in cash, cash equivalents and restricted cash
14,733,353

 
4,913,738

Cash, cash equivalents and restricted cash at beginning of period
38,531,812

 
28,422,949

Cash, cash equivalents and restricted cash at end of period
$
53,265,165

 
$
33,336,687

 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements


5
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)

Supplemental cash flow information and disclosure of noncash items
 
 
 
Cash paid for interest
$
5,959,189

 
$
5,052,102

Conversion of dividend to common stock
$
—

 
$
4,385,000

Conversion of related party debt to noncontrolling interest
$
—

 
$
9,278,800

 
 
 
 
Cash and cash equivalents
$
50,765,165

 
$
33,336,687

Restricted cash
2,500,000

 
4,000,000

 
$
53,265,165

 
$
33,336,687

The accompanying notes are an integral part of these consolidated financial statements

6


Note 1. General Information

The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.

The Company owns three Panamax, two Ultramax Ice Class 1C, six Supramax, and two Handymax Ice Class 1A drybulk vessels. The Company also owns one-third of Nordic Bulk Holding Company Ltd. (“NBHC”), a consolidated joint venture with a fleet of six Panamax Ice Class 1A drybulk vessels and has a 50% interest in the owner of a deck barge.

Note 2. Basis of Presentation and Significant Accounting Policies

The accompanying consolidated balance sheets as of September 30, 2018 and 2017 , the consolidated statements of income for the three and nine months ended September 30, 2018 and 2017 and the consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2018 and December 31, 2017 , and its results of operations and cash flows for the three and nine months ended September 30, 2018 and 2017 . The financial data and the other information disclosed in these notes to the consolidated financial statements related to these three and nine month periods are unaudited. Certain information and disclosures included in the annual consolidated financial statements have been omitted for the interim periods pursuant to the rules and regulations of the SEC. The results for three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results for the year ending December 31, 2018 or for any other interim period or future years.
 
 The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are the estimated fair value used in determining loss on sale and leaseback of vessel, the estimated future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense and the allowances for doubtful accounts.

Advance hire, prepaid expenses and other current assets were comprised of the following: 
 
 
 
September 30, 2018
 
December 31, 2017
 
 
(unaudited)
 
 
Advance hire
 
$
6,770,721

 
$
3,628,417

Prepaid expenses
 
511,984

 
460,445

Unbilled receivables
 
4,265,182

 
6,153,212

Other current assets
 
2,553,967

 
1,790,198

 
 
$
14,101,854

 
$
12,032,272

 

7

Accounts payable, accrued expenses and other current liabilities were comprised of the following:

 
 
September 30, 2018
 
December 31, 2017
 
 
(unaudited)
 
 
Accounts payable
 
$
18,692,321

 
$
15,686,235

Accrued voyage expenses
 
10,103,609

 
11,923,445

Accrued interest
 
528,163

 
611,406

Other accrued liabilities
 
734,656

 
960,190

 
 
$
30,058,749

 
$
29,181,276



Significant Accounting Policies Update      

Our significant accounting policies are included in Note 3 of our Annual Report on Form 10-K for the year ended December 31, 2017.  On January 1, 2018, the Company adopted ASU No. 2014-09,  Revenue from Contracts with Customers (ASC 606).   The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As the Company’s performance obligations are transportation services which are received and consumed by its customers as it performs such services, revenues are recognized over time using the input method, proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The Company believes that this method provides a faithful depiction of the satisfaction of its performance obligation. After analyzing its contracts with customers for each significant revenue stream, the Company determined that revenue from vessels operating on time charter will not change significantly from previous practice, which is to recognize revenue ratably over the periods of such charters. Payment on time charters is made in advance. Under the new standard, voyage revenue is recognized over the period between load port and discharge port. In addition, certain costs to fulfill contracts for voyages for which loading has not commenced are recognized as assets and amortized pro rata over the period between load and discharge. The payment terms on voyage charters is within five days of cargo loading. Costs to obtain a contract are expensed as incurred, as provided by a practical expedient, since all such costs are expected to be amortized over less than one year. The Company adopted ASC 606 using the modified retrospective transition method applied to voyage contracts that were not substantially complete at the end of 2017.  The Company recorded a $2.4 million adjustment to decrease retained earnings at the beginning of 2018, which reflects the cumulative impact of adopting this standard. Comparative financial statements have not been restated and are reported under the accounting standards in effect for those periods. 


8


A reconciliation as of and for the nine months ended September 30, 2018 under ASC 606 to the prior accounting standards, for each of the financial statement line items impacted, is provided below:
 
 
As of September 30, 2018
Consolidated Balance Sheets
 
As Reported
 
Effect of ASC 606 Adoption
 
Under Prior Accounting
Advance hire, prepaid expenses and other current assets
 
14,101,854

 
2,724,360

 
11,377,494

Total current assets
 
112,556,884

 
2,724,360

 
109,832,524

Total assets
 
453,846,954

 
2,724,360

 
451,122,594

Deferred revenue
 
11,013,013

 
3,676,640

 
7,336,373

Total current liabilities
 
73,093,969

 
3,676,640

 
69,417,329

Accumulated deficit
 
6,355,147

 
(952,280
)
 
7,307,427

Total liabilities and stockholders' equity
 
453,846,954

 
2,724,360

 
451,122,594

 
 
 
 
 
 
 
 
 
For the Nine Months Ended September 30, 2018
Consolidated Statements of Cash Flows
 
As Reported
 
Effect of ASC 606 Adoption
 
Under Prior Accounting
Net Income
 
22,805,088

 
1,470,754

 
21,334,334

Change in operating assets and liabilities:
 
 
 
 
 
 
Advance hire, prepaid expenses and other current assets
 
713,646

 
(418,639
)
 
1,132,285

Deferred Revenue
 
468,333

 
(1,052,115
)
 
1,520,448


 
 
For the Three Months Ended September 30, 2018
 
For the Nine Months Ended September 30, 2018
Consolidated Statements of Operations
 
As Reported
 
Effect of ASC 606 Adoption
 
Under Prior Accounting
 
As Reported
 
Effect of ASC 606 Adoption
 
Under Prior Accounting
Voyage revenue
 
$
81,812,543

 
$
(1,650,096
)
 
$
83,462,639

 
$
233,979,386

 
$
1,052,115

 
$
232,927,271

Total revenues
 
95,344,839

 
(1,650,096
)
 
96,994,935

 
271,141,334

 
1,052,115

 
270,089,219

Voyage expense
 
36,684,994

 
(519,726
)
 
37,204,720

 
104,880,511

 
(433,493
)
 
105,314,004

Charter hire expense
 
28,532,774

 
(536,038
)
 
29,068,812

 
81,912,601

 
14,854

 
81,897,747

Total Expenses
 
83,197,049

 
(1,055,764
)
 
84,252,813

 
242,764,919

 
(418,639
)
 
243,183,558

Income from Operations
 
12,147,790

 
(594,332
)
 
12,742,122

 
28,376,415

 
1,470,754

 
26,905,661

Net Income
 
10,397,133

 
(594,332
)
 
10,991,465

 
22,805,088

 
1,470,754

 
21,334,334

Net income attributable to Pangaea Logistics Solutions Ltd.
 
$
8,276,951

 
$
(594,332
)
 
$
8,871,283

 
$
18,374,968

 
$
1,470,754

 
$
16,904,214

Earnings per common share, basic
 
$
0.20

 
$
(0.01
)
 
$
0.21

 
$
0.44

 
$
0.03

 
$
0.41

Earnings per common share, diluted
 
$
0.19

 
$
(0.02
)
 
$
0.21

 
$
0.43

 
$
0.03

 
$
0.40

    
Assets and liabilities related to our voyage contracts with customers are reported on a contract-by-contract basis at the end of each reporting period.  Contract assets include accounts receivable for amounts billed and currently due from customers which are reported at their net estimated realizable value. The Company maintains reserves against its accounts receivable for potential credit losses, which were immaterial for the three and nine month periods ended September 30, 2018 and 2017, respectively. Other contract assets include unbilled revenue which arises when revenue is recognized in advance of billing for certain voyage contracts and hire paid to shipowners in advance. Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition.

ASC 606 requires the recognition of an asset for costs to fulfill contracts that: (1) relate directly to the contract; (2) are expected to generate resources that will be used to satisfy our performance obligation under the contract; and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are expensed to voyage expenses as we satisfy our performance obligations. These costs consist primarily of bunker and charter hire costs incurred prior to loading and

9

are amortized pro rata over the period between load and discharge.  At September 30, 2018 and January 1, 2018 deferred contract fulfillment costs amounted to $2.7 million and $2.3 million , respectively, and are included in advance hire, prepaid expenses and other current assets on the consolidated balance sheets.  For the three and nine month periods ended September 30, 2018 , we recognized expense of $1.7 million and $5.3 million , respectively, associated with the amortization of deferred contract costs.    

Under ASC 606, deferred revenue represents the consideration received for undelivered performance obligations. The Company recorded an additional $4.7 million  and $3.7 million of deferred revenue on voyages in progress as of January 1, 2018 and September 30, 2018 , respectively, due to the adoption of ASC 606 because this revenue can no longer be recognized until the vessel arrives in the load port.

All voyages that were not substantially complete on June 30, 2018 were completed during the three months ended September 30, 2018, therefore, all related voyage contract liabilities were recognized as revenue in the quarter.

On January 1, 2018, the Company adopted ASU No. 2016-18,  Statement of Cash Flows (ASC 230).  The amendments in this update provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows, thereby reducing the diversity in practice. Specifically, this update addresses how to classify and present changes in restricted cash or restricted cash equivalents that occur when there are transfers between cash, cash equivalents, and restricted cash or restricted cash equivalents and when there are direct cash receipts into restricted cash or restricted cash equivalents or direct cash payments made from restricted cash or restricted cash equivalents. The new standard became effective for the Company on January 1, 2018. The amendments in this update were applied using a retrospective transition method to each period presented.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows:
 
September 30, 2018
 
December 31, 2017
Cash and cash equivalents
$
50,765,165

 
$
34,531,812

Restricted cash
2,500,000

 
4,000,000

Total cash, cash equivalents and restricted cash
$
53,265,165

 
$
38,531,812


Cash and cash equivalents include short-term deposits with an original maturity of less than three months. Restricted cash at September 30, 2018 and December 31, 2017 consists of $2.5 million held by the facility agent as required by the Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement and an additional $1.5 million at December 31, 2017 held by the facility agent as required by the The Senior Secured Post-Delivery Term Loan Facility.

Recently Issued Accounting Pronouncements
    
In February 2016, the FASB issued an ASU 2016-02, Accounting Standards Update for Leases. The update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. As allowed by a practical expedient under ASC 842, a lessee is permitted to make an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company does not expect the adoption of this guidance pertaining to leases to have a material impact on its consolidated financial statements because the Company rarely charters-in vessels (lessee) for longer than one year and the Company intends to apply the practical expedient. Although the Company is continuing to evaluate the applicability of the lessor guidance to its contracts, the adoption of the lessor provisions under ASC 842 are not expected to have a material impact on the Company’s financial statements. The Company expects to complete its evaluation of ASC 842 and its impact on the financial statements during the fourth quarter 2018. The Company will implement the new guidance effective January 1, 2019.

In July 2018, the Financial Accounting Standards Board issued ASU 2018-11 to amend ASU 2016-02 and provided an additional (and optional) transition method to adopt the new lease standard. This transition method allows entities to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption instead of using the original modified retrospective transition method of adoption which required the restatement of all prior period financial statements. Under this new transition method, the comparative periods presented in the

10

financial statements will continue to be in accordance with current GAAP (Topic 840, Leases). Management will adopt the new lease standard using this new transition method under ASU 2018-11.

In August 2017, the FASB issued an ASU 2017-12 Accounting Standards Update for Derivatives and Hedging. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted in any interim period after issuance of the update. All transition requirements and elections should be applied to hedging relationships existing on the date of adoption. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this update. The amended presentation and disclosure guidance is required only prospectively. The Company does not expect adoption of this guidance to have a material impact on its financial statements.


11

Note 3. Fixed Assets

At September 30, 2018 , the Company owned nineteen dry bulk vessels including four financed under capital leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
 
September 30,
 
December 31,
 
2018
 
2017
Owned vessels
(unaudited)
 
 
m/v BULK PANGAEA
$
15,313,987

 
$16,398,650
m/v BULK PATRIOT
10,147,727

 
11,111,437

m/v BULK JULIANA
10,815,532

 
11,411,052

m/v NORDIC ODYSSEY
24,621,308

 
25,634,743

m/v NORDIC ORION
25,438,584

 
26,467,928

m/v BULK TRIDENT
—

 
14,195,098

m/v BULK NEWPORT
14,222,621

 
13,139,242

m/v NORDIC BARENTS
4,491,134

 
4,846,522

m/v NORDIC BOTHNIA
4,441,211

 
4,787,388

m/v NORDIC OSHIMA
29,203,992

 
30,122,172

m/v NORDIC ODIN
29,628,308

 
30,548,435

m/v NORDIC OLYMPIC
29,456,468

 
30,371,285

m/v NORDIC OASIS
30,687,684

 
31,608,785

m/v BULK ENDURANCE
26,273,108

 
27,030,918

m/v BULK FREEDOM
8,558,980

 
8,834,746

m/v BULK PRIDE
13,669,143

 
14,007,731

MISS NORA G PEARL
2,527,793

 
2,695,145

 
279,497,580

 
303,211,277

Other fixed assets, net
3,145,562

 
3,081,378

Total fixed assets, net
$
282,643,142

 
$
306,292,655

 
 
 
 
Vessels under capital lease
 
 
 
m/v BULK DESTINY
$
22,519,238

 
$
23,153,850

m/v BULK BEOTHUK
6,606,826

 
6,840,362

m/v BULK TRIDENT
12,813,213

 
—

m/v BULK PODS (1)
$
14,207,651

 
$
—

 
$
56,146,928

 
$
29,994,212


(1) The Company acquired the 2006 built Panamax (m/v Bulk PODS) on August 1, 2018. The m/v Bulk PODS was sold on August 21, 2018 and simultaneously chartered back under a bareboat charter accounted for as a capital lease, the terms of which are discussed in Note 7.

The Company also operated two dry bulk vessels under bareboat charters accounted for as operating leases, as discussed in Note 7.
 
Long-lived Assets Impairment Considerations. The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the pricing of new vessels, which tend to be cyclical. The carrying value of each group of vessels classified as held and used are reviewed for potential impairment when events or changes in circumstances indicate that the carrying value of a particular group may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the group and its eventual disposition is less than its carrying value. This assessment is made at the group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.


12

The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be recognized.
 
At June 30, 2018 and 2017, the Company identified potential triggering events that resulted from sale and leaseback financing arrangements transacted in those periods. As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. The estimated undiscounted future cash flows were higher than the carrying amount of the vessels in the Company's fleet and as such, no loss on impairment was recognized.

The Company did not identify, and therefore did not test for, recoverability, as of September 30, 2018 , March 31, 2018 or December 31, 2017 .

Note 4. Debt

Long-term debt consists of the following: 
 
 
September 30, 2018
 
December 31, 2017
 
 
(unaudited)
 
 
Bulk Trident Secured Note
 
$
—

 
$
3,452,500

Bulk Juliana Secured Note (1)
 
—

 
1,521,095

Bulk Phoenix Secured Note (1)
 
3,145,232

 
4,473,805

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)
 
64,200,000

 
69,825,000

Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.)
 
4,815,190

 
5,793,460

Bulk Nordic Oasis Ltd. Loan Agreement (2)
 
17,375,000

 
18,500,000

The Amended Senior Facility (formerly Bulk Nordic Six Ltd. - Loan Agreement)
 
26,608,332

 
28,803,333

Bulk Freedom Loan Agreement
 
4,625,000

 
5,150,000

109 Long Wharf Commercial Term Loan
 
840,266

 
922,466

Phoenix Bulk Carriers (US) LLC Automobile Loan
 
—

 
23,090

Total
 
121,609,020

 
138,464,749

Less: unamortized bank fees
 
(2,057,401
)
 
(1,869,780
)
 
 
119,551,619

 
136,594,969

Less: current portion
 
(17,785,859
)
 
(18,979,335
)
Secured long-term debt, net
 
$
101,765,760

 
$
117,615,634


(1)  
The Bulk Phoenix Secured Note is collateralized by the m/v Bulk Newport and is 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 Accounting Standards Codification ("ASC") 810, Consolidation , 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.


13

The Senior Secured Post-Delivery Term Loan Facility
 
On April 14, 2017, the Company, through its wholly owned subsidiaries, Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident and Bulk Phoenix, entered into the Fourth Amendatory Agreement, (the "Fourth Amendment"), amending and supplementing the Loan Agreement dated April 15, 2013, as amended by a First Amendatory Agreement dated May 16, 2013, the Second Amendatory Agreement dated August 28, 2013 and the Third Amendatory Agreement dated July 14, 2016. The Fourth Amendment advanced the final repayment dates for Bulk Pangaea and Bulk Patriot, which have since been repaid, and extended the final maturity date and modified the repayment schedules, as follows: 

Bulk Trident Secured Note

Initial amount of $10,200,000 , entered into in April 2012, for the acquisition of the m/v Bulk Trident. The Fourth Amendment extends the final maturity date and modifies the repayment schedule. The first and second quarterly installments following the amendment were increased to $650,000 and the third and fourth installments were increased to $435,000 . These are followed by two installments of $327,500 and three of $300,000 . A balloon payment of $1,462,500 is payable on July 19, 2019. The interest rate was fixed at 4.29% through April 19, 2017 and was floating at LIBOR plus 3.50% since April 19, 2017.

On June 7, 2018, the Company sold the m/v Bulk Trident and simultaneously leased the vessel back under a bareboat charter for a period of eight years (see Note 7). Approximately $2,700,000 of proceeds from the sale were used to repay the Bulk Trident Secured Note.

Bulk Juliana Secured Note

Initial amount of $8,112,500 , entered into in April 2012, for the acquisition of the m/v Bulk Juliana. The Fourth Amendment did not change this tranche, the balance of which was payable in six quarterly installments of $507,031 . The final payment was made on July 19, 2018. The interest rate was fixed at 4.38% .
 
Bulk Phoenix Secured Note

Initial amount of $10,000,000 , entered into in May 2013, for the acquisition of m/v Bulk Newport. The Fourth Amendment did not change this tranche, the balance of which is payable in two installments of $700,000 and seven installments of $442,858 . A balloon payment of $1,816,659 is payable on July 19, 2019. The interest rate is fixed at 5.09% .

The agreement contains financial covenants that require the Company to maintain a minimum net worth and minimum liquidity, on a consolidated basis. The facility also contains a consolidated leverage ratio and a consolidated debt service coverage ratio. In addition, the facility contains other Company and vessel related covenants that, among other things, restrict changes in management and ownership of the vessel, declaration of dividends, further indebtedness and mortgaging of a vessel without the bank’s prior consent. It also requires minimum collateral maintenance, which is tested at the discretion of the lender. As of September 30, 2018 and December 31, 2017 , the Company was in compliance with these covenants.

Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. And Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement
 
The amended agreement advanced $21,750,000 in respect of each the m/v Nordic Odin and the m/v Nordic Olympic; $13,500,000 in respect of each the m/v Nordic Odyssey and the m/v Nordic Orion, and $21,000,000 in respect of the m/v Nordic Oshima.

The agreement requires repayment of the advances as follows:

In respect of the Odin and Olympic advances, repayment to be made in 28 equal quarterly installments of $375,000 per borrower (one of which was paid prior to the amendment by each borrower) and balloon payments of $11,233,150 due with each of the final installments in January 2022.

In respect of the Odyssey and Orion advances, repayment to be made in 20 quarterly installments of $375,000 per borrower and balloon payments of $5,677,203 due with each of the final installments in September 2020.

In respect of the Oshima advance, repayment to be made in 28 equal quarterly installments of $375,000 and a balloon payment of $11,254,295 due with the final installment in September 2021.

14

 
Interest on 50% of the advances to Odyssey and Orion was fixed at 4.24% in March 2017. Interest on the remaining advances to Odyssey and Orion is floating at LIBOR plus 2.40% ( 4.80% at September 30, 2018 ). Interest on 50% of the advances to Odin and Olympic was fixed at 3.95% in January 2017. Interest on the remaining advances to Odin and Olympic was floating at LIBOR plus 2.0% and was fixed at 4.07% on April 27, 2017. Interest on 50% of the advance to Oshima was fixed at 4.16% in January 2017. Interest on the remaining advance to Oshima is floating at LIBOR plus 2.25% ( 4.65% at September 30, 2018 ).

The amended loan is secured by first preferred mortgages on the m/v Nordic Odin, m/v Nordic Olympic, m/v Nordic Odyssey, m/v Nordic Orion and m/v Nordic Oshima, the assignment of earnings, insurances and requisite compensation of the five entities, and by guarantees of their shareholders.

The amended agreement contains one financial covenant that requires the Company to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios. At September 30, 2018 and December 31, 2017 , the Company was in compliance with this covenant.

The Bulk Nordic Oasis Ltd. - Loan Agreement - Dated December 11, 2015

The agreement advanced $21,500,000 in respect of the m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly installments of $375,000 beginning on March 28, 2016 and a balloon payment of $12,500,000 due with the final installment in March 2022. Interest on this advance is fixed at 4.30% .

The loan is secured by a first preferred mortgage on the m/v Nordic Oasis, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. As of September 30, 2018 and December 31, 2017 , the Company was in compliance with this covenant.
 
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.)
 
Barents and Bothnia entered into a secured Term Loan Facility of $13,000,000 in two tranches of $6,500,000 which were drawn in conjunction with the delivery of the m/v Bulk Bothnia on January 23, 2014 and the m/v Bulk Barents on March 7, 2014. The loan is secured by mortgages on the m/v Nordic Bulk Barents and m/v Nordic Bulk Bothnia and is guaranteed by the Company.
 
The facility bears interest at LIBOR plus 2.50% ( 4.90% at September 30, 2018 ). The loan requires repayment in 22 equal quarterly installments of $163,045 (per borrower) beginning in June 2014, one installment of $163,010 (per borrower) and a balloon payment of $1,755,415 (per borrower) due in December 2019. In addition, any cash in excess of $750,000 per borrower on any repayment date shall be applied toward prepayment of the relevant loan in inverse order, so the balloon payment is prepaid first. The agreement also contains a profit split in respect of the proceeds from the sale of either vessel and a minimum value clause ("MVC"). The Company was in compliance with this covenant at September 30, 2018 and December 31, 2017 .

The Amended Senior Facility - Dated December 21, 2017 (previously identified as Bulk Nordic Six Ltd. - Loan Agreement - Dated December 21, 2016)

The agreement advanced $19,500,000 in respect of the m/v Bulk Endurance on January 7, 2017, in two tranches. The agreement requires repayment of Tranche A, totaling $16,000,000 , in three equal quarterly installments of $100,000 beginning on April 7, 2017 and, thereafter, 17 equal quarterly installments of $266,667 and a balloon payment of $11,667,667 due with the final installment in March 2022. Interest on this advance was fixed at 4.74% on March 27, 2017. The agreement also advanced $3,500,000 under Tranche B, which is payable in 18 equal quarterly installments of $65,000 beginning on October 7, 2017, and a balloon payment of $2,330,000 due with the final installment in March 2022. Interest on this advance is floating at LIBOR plus 6.00% ( 8.40% at September 30, 2018 ).

The amended agreement advanced $10,000,000 in respect of the m/v Bulk Pride on December 21, 2017, in two tranches. The agreement requires repayment of Tranche C, totaling $8,500,000 , in 16 equal quarterly installments of $275,000 beginning in March 2018 and a balloon payment of $4,100,000 due with the final installment in December 2021. Interest on this advance was fixed at 5.74% as of May 2018. The agreement also advanced $1,500,000 under Tranche D, which is payable in 4 equal

15

quarterly installments of $375,000 beginning on August 21, 2018. Interest on this advance is floating at LIBOR plus 6.00% ( 8.40% at September 30, 2018 ).

The loan is secured by a first preferred mortgages on the m/v Bulk Endurance and the m/v Bulk Pride, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a minimum liquidity requirement, positive working capital of the borrower and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At September 30, 2018 and December 31, 2017 , the Company was in compliance with these covenants.

The Bulk Freedom Corp. Loan Agreement -- Dated June 14, 2017

The agreement advanced $5,500,000 in respect of the m/v Bulk Freedom on June 14, 2017. The agreement requires repayment of the loan in 8 quarterly installments of $175,000 and 12 quarterly installments of $150,000 beginning on September 14, 2017. A balloon payment of $2,300,000 is due with the final installment. The facility bears interest at LIBOR plus a margin of 3.75% . On June 14, 2018, the Company elected to fix rates for the following four quarterly periods. The rate at September 30, 2018 is 6.09% , increasing quarterly to 6.51% for the installment due June 14, 2019.

The loan is secured by a first preferred mortgage on the m/v Bulk Freedom, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At September 30, 2018 and December 31, 2017 , the Company was in compliance with these covenants.

109 Long Wharf Commercial Term Loan
 
Initial amount of $1,096,000 entered into on May 27, 2016. The Long Wharf Construction to Term Loan was repaid from the proceeds of this new facility. The loan is payable in 120 equal monthly installments of $9,133 . Interest is floating at the 30 day LIBOR plus 2.0% ( 4.40% at September 30, 2018 ). The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, and a corporate guarantee of the Company. The loan contains a maximum loan to value covenant and a debt service coverage ratio. At September 30, 2018 and December 31, 2017 , the Company was in compliance with these covenants.

Phoenix Bulk Carriers (US) LLC Automobile Loan

The Company purchased a commercial vehicle for use at the site of its port project on the United States' East Coast. The total loan amount of $29,435 is payable in 60 equal monthly installments of $539 . Interest is fixed at 3.74% . The vehicle was sold in January 2018 and the loan was repaid.

The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows:
 
 
Years ending
 
September 30,
 
(unaudited)
2019
$
17,785,859

2020
26,251,504

2021
20,015,563

2022
57,154,228

2023
109,600

Thereafter
292,266

 
$
121,609,020




16

Note 5. Derivative Instruments and Fair Value Measurements
 
Forward freight agreements
 
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. The aggregate fair value of FFAs at September 30, 2018 and December 31, 2017 were assets of approximately $3,000 and $266,000 , which are included in other current assets on the consolidated balance sheets. The change in the aggregate fair value of the FFAs during the three months ended September 30, 2018 and 2017 are gains of approximately $9,000 and losses of approximately $379,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of operations. The change in the aggregate fair value of the FFAs during the nine months ended September 30, 2018 and 2017 are a loss of approximately $263,000 and a gain of approximately $1,075,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of operations.

Fuel Swap Contracts

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. During 2018 and 2017, the Company entered into fuel swap contracts that were not designated for hedge accounting. The aggregate fair value of these fuel swaps at September 30, 2018 and December 31, 2017 are assets of approximately $1,118,000 and $377,000 , respectively, which are included in other current assets on the consolidated balance sheets. The change in the aggregate fair value of the fuel swaps during the three months ended September 30, 2018 and 2017 are gains of approximately $495,000 and $319,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of operations. The change in the aggregate fair value of the fuel swaps during the nine months ended September 30, 2018 and 2017 are gains of approximately $740,000 and losses of approximately $265,000 , respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of operations.

The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures , in order of priority are as follows:
 
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
 
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
 
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). 

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2018 and December 31, 2017 :
 
Balance at
 
 
 
 
 
 
 
September 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
(unaudited)
 
 
 
 
 
 
Margin accounts
$
384,168

 
$
384,168

 
$
—

 
$
—

Fuel swaps
$
1,117,609

 
$
—

 
$
1,117,609

 
$
—

Freight forward agreements
$
2,940

 
$
—

 
$
2,940

 
$
—

 
 
Balance at
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
Margin accounts
$
912,981

 
$
912,981

 
$
—

 
$
—

Fuel swaps
$
377,273

 
$
—

 
$
377,273

 
$
—

Freight forward agreements
$
265,768

 
$
—

 
$
265,768

 
$
—

 

17

The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indexes. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts.

Note 6. Related Party Transactions
 
December 31, 2017
 
Activity
 
September 30, 2018
 
 
 
 
 
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:
 

 
 

 
 

Affiliated companies (trade payables)
$
1,421,920

 
261,684

 
$
1,683,604

 
 
 
 
 
 
Included in current related party debt on the consolidated balance sheets:
 

 
 

 
 

Loan payable – 2011 Founders Note
$
4,325,000

 
(865,000
)
 
$
3,460,000

Interest payable in-kind - 2011 Founders Note
684,597

 
(443,265
)
 
241,332

Promissory Note to Bulk Invest, Ltd.
2,000,000

 
(2,000,000
)
 
—

Total current related party debt
$
7,009,597

 
$
(3,308,265
)
 
$
3,701,332

 

 In November 2014, the Company entered into a $5,000,000 Promissory Note (the “Note”) with Bulk Invest, Ltd., a company controlled by the Founders. The $2,000,000 outstanding balance on the Note was repaid on February 6, 2018.
 
On October 1, 2011, the Company entered into a $10,000,000 loan agreement with the Founders, which was payable on demand at the request of the lenders (the 2011 Founders Note). The note bears interest at a rate of 5% . The balance of the 2011 Founders Note was $3,460,000 and $4,325,000 at September 30, 2018 and December 31, 2017 , respectively.

Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels and the two vessels operating under bareboat charters. During the three months ended September 30, 2018 and 2017 , the Company incurred technical management fees of approximately $777,600 and $717,600 , respectively, under this arrangement. During the nine -month periods ended September 30, 2018 and 2017 , the Company incurred technical management fees of approximately $2,298,000 and $2,022,000 , respectively, under this arrangement. These fees are included in vessel operating expenses in the consolidated statements of income. The total amounts payable to Seamar at September 30, 2018 and December 31, 2017 were approximately $1,684,000 and $1,422,000 , respectively.
    
Dividends payable consist of the following, all of which are payable to related parties:

 
 
2013
common
stock
dividend
 
2013
Odyssey
and Orion
dividend (1)
 
Total
Balance at December 31, 2017
 
6,333,598

 
904,803

 
7,238,401

Payments
 
(1,135,000
)
 
(904,803
)
 
(2,039,803
)
Balance at September 30, 2018
 
$
5,198,598

 
$
—

 
$
5,198,598

(1) Paid on February 13, 2018



18

Note 7. Commitments and Contingencies

Vessel Sales and Leasebacks Accounted for as Capital Leases

The Company's fleet includes four vessels financed under sale and leaseback financing arrangements accounted for as capital leases. The selling price of the m/v Bulk Destiny to the new owner (lessor) was $21.0 million and the fair value of the vessel at the inception of the lease was $24.0 million . The difference between the selling price and the fair value of the vessel was recorded as prepaid rent and is being amortized over the 25 year estimated useful life of the vessel. Prepaid rent is included in vessel under capital lease on the consolidated balance sheet at September 30, 2018 . Minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven year lease term , with a purchase obligation of $11,200,000 due with the final lease payment in January 2024. Interest is floating at LIBOR plus 2.75% ( 5.06% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term.

The selling price of the m/v Bulk Beothuk was $7,000,000 and the fair value was estimated to be the same. The lease is payable at $3,500 per day every fifteen days over the five year lease term , and a balloon payment of $4,000,000 is due with the final lease payment in June 2022. Interest is fixed at 11.83% . The Company will own this vessel at the end of the lease term.

The selling price of the m/v Bulk Trident was $13,000,000 and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% ( 4.02% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term.

The selling price of the m/v Bulk PODS was $14,750,000 and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% ( 4.02% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term.

Long-term Contracts Accounted for as Operating Leases

On July 5, 2016, the Company entered into five-year bareboat charter agreements with the owner of two vessels (which were then renamed the m/v Bulk Power and the m/v Bulk Progress). Under a bareboat charter, the charterer is responsible for all of the vessel operating expenses in addition to the charter hire. The agreement also contains a profit sharing arrangement. Scheduled increases in charter hire are included in minimum rental payments and recognized on a straight-line basis over the lease term. Profit sharing is excluded from minimum lease payments and recognized as incurred. The rent expense under these bareboat charters (which are classified as operating leases) totals approximately $365,000 per annum. The vessels' owner sold the m/v Bulk Progress on August 22, 2018 and the m/v Bulk Power on September 17, 2018. The Company agreed to release the owner from its commitment under the bareboat charters and has been compensated in the form of commission for the sales.

The Company leases office space for its Copenhagen operations. The lease can be terminated with six months prior notice after June 30, 2018.

19


Future minimum lease payments under capital leases and operating leases with initial or remaining terms in excess of one year at September 30, 2018 were:
 
Capital Lease
 
Operating Leases
2019
$
8,392,312

 
$
110,136

2020
8,223,004

 
—

2021
8,237,265

 
—

2022
11,610,676

 
—

2023
6,577,371

 
—

Thereafter
22,773,669

 
—

Total minimum lease payments
$
65,814,297

 
$
110,136

Less amount representing interest
13,440,977

 
 
Present value of minimum lease payments
52,373,320

 
 
Less current portion
5,336,417

 
 
Long-term portion
$
47,036,903

 
 
            

The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.    

Note 8. Subsequent Events

On October 26, 2018, the Company, through a wholly-owned subsidiary, signed a Memorandum of Agreement to purchase a Supramax bulk carrier built in 2009 for approximately  $13 million . The vessel is expected to be delivered in the first quarter of 2019.



ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
 
Forward Looking Statements
 
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
 

20



Important Financial and Operational Terms and Concepts
 
The Company uses a variety of financial and operational terms and concepts when analyzing its performance.

These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:

Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded.

Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day.
 
Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred.

Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores.

Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts.

Net Revenue. Net revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses.

Fleet Data. The Company believes that the measures for analyzing future trends in its results of operations consist of the following:

Shipping days. The Company defines shipping days 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 a time charter (time charter days).

Daily vessel operating expenses. The Company defines daily vessel operating expenses as vessel operating expenses divided by ownership days for the period. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees.

Chartered in days. The Company defines chartered in days as the aggregate number of days in a period during which it chartered in vessels from third party vessel owners.

Time Charter Equivalent ‘‘TCE’’ rates . The Company defines 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 per-day amounts.

21



Selected Financial Information

(in thousands, except shipping days data)
(figures may not foot due to rounding)
As of and for the
three months ended September 30,
 
As of and for the
nine months ended September 30,
 
2018
 
2017
 
2018
 
2017
Selected Data from the Consolidated Statements of Operations
 
 
 
 
 
Voyage revenue
$
81,813

 
$
93,689

 
$
233,979

 
$
251,608

Charter revenue
13,532

 
13,334

 
37,162

 
31,294

Total revenue
95,345

 
107,023

 
271,141

 
282,902

Voyage expense
36,685

 
44,305

 
104,881

 
124,175

Charter expense
28,533

 
34,765

 
81,913

 
91,140

Vessel operating expenses
9,864

 
9,144

 
29,760

 
26,810

Total cost of transportation and service revenue
75,082

 
88,215

 
216,553

 
242,125

Net revenue (1)
20,263

 
18,808

 
54,588

 
40,777

Other operating expenses
8,115

 
8,714

 
25,352

 
23,023

Loss on sale and leaseback of vessels
—

 
70

 
860

 
9,275

Income from operations
12,148

 
10,025

 
28,376

 
8,479

Total other expense, net
(1,751
)
 
(1,267
)
 
(5,571
)
 
(3,901
)
Net income
10,397

 
8,757

 
22,805

 
4,578

Income attributable to noncontrolling interests
(2,120
)
 
(1,576
)
 
(4,430
)
 
(787
)
Net income attributable to Pangaea Logistics Solutions Ltd.
$
8,277

 
$
7,181

 
$
18,375

 
$
3,791

 
 
 
 
 
 
 
 
Adjusted EBITDA (2)
16,559

 
14,045

 
42,377

 
29,358

 
 
 
 
 
 
 
 
Shipping Days (3)
 

 
 

 
 
 
 
Voyage days
3,276

 
4,133

 
9,449

 
11,519

Time charter days
964

 
1,172

 
2,598

 
2,790

Total shipping days
4,240

 
5,305

 
12,047

 
14,309

 
 
 
 
 
 
 
 
TCE Rates ($/day) (4)
$
13,835

 
$
11,822

 
$
13,801

 
$
11,093


 
September 30, 2018
 
December 31, 2017
Selected Data from the Consolidated Balance Sheets
 

 
 

Cash, restricted cash and cash equivalents
$
53,265

 
$
38,532

Total assets
$
453,847

 
$
423,297

Total secured debt, including obligations under capital leases
$
171,925

 
$
163,396

Total liabilities and stockholders' equity
$
453,847

 
$
423,297

 
 
 
 
 
For the nine months ended September 30,
 
2018
 
2017
Selected Data from the Consolidated Statements of Cash Flows
 
 
 
Net cash provided by operating activities
$
27,225

 
$
13,745

Net cash used in investing activities
$
(15,005
)
 
$
(48,161
)
Net cash (used in) provided by financing activities
$
2,514

 
$
39,330

 
 
 
 

22



(1)
Net revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses. Net revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net revenue 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 net revenue used here may not be comparable to an operating measure used by other companies.

(2)
Adjusted EBITDA represents operating earnings before interest expense, income taxes, depreciation and amortization, loss on sale and leaseback 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.

The reconciliation of income (loss) from operations to net revenue and adjusted EBITDA is as follows:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net Revenue
 
 
 
 
 
 
 
 
Income from operations
 
$
12,147,790

 
$
10,024,655

 
$
28,376,415

 
$
8,479,081

General and administrative
 
3,704,360

 
4,762,860

 
12,211,329

 
11,418,900

Depreciation and amortization
 
4,410,977

 
3,950,661

 
13,140,234

 
11,604,168

Loss on sale and leaseback of vessels
 
—

 
70,000

 
860,426

 
9,275,042

Net Revenue
 
$
20,263,127

 
$
18,808,176

 
$
54,588,404

 
$
40,777,191

 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
 
 
 
 
 
 
 
Income from operations
 
$
12,147,790

 
$
10,024,655

 
$
28,376,415

 
$
8,479,081

Depreciation and amortization
 
4,410,977

 
3,950,661

 
13,140,234

 
11,604,168

Loss on sale and leaseback of vessel
 
—

 
70,000

 
860,426

 
9,275,042

Adjusted EBITDA
 
$
16,558,767

 
$
14,045,316

 
$
42,377,075

 
$
29,358,291

 
(3) 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).

(4) 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.


23



Industry Overview

The seaborne drybulk transportation industry is cyclical and can be volatile, however strong demand from China and fewer newbuilding deliveries have lead to higher rates, after several difficult years. The rising protectionism and uncertain trade war over tariffs may dampen growth in demand for some products, but analysts predict volumes will not change and may increase tonne-miles by disrupting historical trade patterns. Average published market rates have increased 22% quarter to quarter and the Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,627 for the third quarter of 2018, up from an average of 1,162 for the comparable quarter of 2017. The Company's TCE rates have climbed consistently since the third quarter of 2017 and have exceeded average published market rates by an average of 20% over this period.

3rd Quarter 2018 Highlights     

•
Income from operations of $12.1 million for the three months ended September 30, 2018 , compared to $10.0 million for the same period of 2017 .
•
Net income attributable to Pangaea Logistics Solutions Ltd. of $8.3 million as compared to $7.2 million for the three months ended September 30, 2017 .
•
Pangaea's TCE rates increased 17% to $13,835 from $11,822 in the third quarter of 2017 while the market average for the third quarter was approximately $11,395 , giving the Company an overall average premium over market rates of approximately $2,440 or 21% .
•
The Company completed two long-term COAs during 2017 and as a result, total shipping days decreased in the third quarter as compared to the third quarter of 2017. However, this decrease was met with higher TCE rates, resulting in an increase in revenue and in net revenue, the latter of which increased 8% to $20.3 million for the three months ended September 30, 2018 , up from $18.8 million for the three months ended September 30, 2017 .
•
At the end of the quarter, Pangaea had $53.3 million in cash, restricted cash and cash equivalents.

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
 
Revenues
 
Pangaea’s revenues are derived predominately from voyage and time charters, which are discussed below. Total revenue for the three months ended September 30, 2018 was $95.3 million , compared to $107.0 million for the same period in 2017 , an 11% decrease. The total number of shipping days decreased 20% to 4,240 in the three months ended September 30, 2018 , compared to 5,305 for the same period in 2017 .
 
Components of revenue are as follows:
 
Voyage revenues decreased by 13% for the three months ended September 30, 2018 to $81.8 million compared to $93.7 million for the same period in 2017 . The decrease in voyage revenues was predominantly driven by a 21% decrease in the number of voyage days, which were 3,276 in the third quarter of 2018 as compared to 4,133 in the third quarter of 2017 . The decrease in voyage days was due in large part to COAs that began in 2017 and were completed prior to the first quarter of 2018 . However, market improvement from the three months ended September 30, 2017 to the three months ended September 30, 2018 translated into higher voyage revenues for the current period, as highlighted above.

Charter revenues increased to $13.5 million from $13.3 million , or 1% , for the three months ended September 30, 2018 compared to the same period in 2017 . The increase in charter revenues was due to improvement in drybulk market rates offset by a decrease in time charter days which were down 10% to 964 in the third quarter of 2018 from 1,172 in the third quarter of 2017 .
 
Voyage Expenses
 
Voyage expenses for the three months ended September 30, 2018 were $36.7 million , compared to $44.3 million for the same period in 2017 , a decrease of approximately 17% . The decrease in voyage expense was due to the decrease in voyage days, as discussed above the effect of which was offset by an increase in the average cost of bunkers, quarter to quarter. The bunker cost per day increased 13% from the three months ended September 30, 2018 to the three months ended September 30, 2017 .
 

24



Charter Hire Expenses
 
Charter hire expenses for the three months ended September 30, 2018 were $28.5 million , compared to $34.8 million for the same period in 2017 . The number of chartered-in days decreased 33% from 3,762 days in the three months ended September 30, 2017 to 2,537 days for the three months ended September 30, 2018 . However, the improving dry bulk market pushed average charter-hire rates paid by the Company up 22% for the three months ended September 30, 2018 as compared to the same period of 2017 . Charter hire expense as a percentage of total revenue dropped to 30% in the three months ended September 30, 2018 compared to 32% in the three months ended September 30, 2017 , mostly due to the increase in owned days, which is discussed below.
 
Vessel Operating Expenses
 
Vessel operating expenses for the three months ended September 30, 2018 were $9.9 million , compared to $9.1 million in the comparable period in 2017 , an increase of approximately 8% . The increase in vessel operating expenses is due to the 6% increase in owned and bareboat charter days, which were 1,848 in the three months ended September 30, 2018 as compared to 1,748 in the three months ended September 30, 2017 . This increase is due to the addition of vessels acquired on December 2017 and August 2018. Vessel operating expenses per day, including technical management fees, were $5,338 for the three months ended September 30, 2018 and $5,231 for the three months ended September 30, 2017 .

General and Administrative Expenses

General and administrative expenses decreased from $4.8 million in the three months ended September 30, 2017 to $3.7 million in the three months ended September 30, 2018 . This is due to timing of recognition of incentive compensation resulting in a decrease in accrued bonus compensation of $1million.

Depreciation and amortization

The increase in depreciation and amortization is due to the increase in the number of vessels owned and operated under bareboat charters. Ownership days increased 6% due to acquisitions in December of 2017 and August 2018, as noted above. In addition, there were capitalized drydock expenses for three of the Company's owned vessels since the third quarter of 2017, which increased the amortization expense by approximately $155,000.

Loss on sale and leaseback of vessels

The Company incurred a loss of $0.1 million on the sale and subsequent leaseback of the m/v Bulk Beothuk in the three months ended September 30, 2017 .

Income from Operations

The Company had income from operations of $12.1 million for the three months ended September 30, 2018 as compared to income from operations of $10.0 million for the three months ended September 30, 2017 . This is primarily due to the improving market fundamentals demonstrated by the 8% increase in net revenue.

Unrealized (loss) gain on derivative instruments

The Company incurred gains on FFAs of approximately $9,000 and $495,000 on bunker swaps in the three months ended September 30, 2018 as compared to losses on FFAs of approximately $379,000 and gains on bunker swaps of approximately $319,000 in the three months ended September 30, 2017 . These result from changes in the fair value of the derivatives at the respective balance sheet dates.

Other Income (Expense)
In the three months ended September 30, 2017 the Company recognized other income of $0.9 million from a non-performance settlement that had not previously been recognized.


25



Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
 
Revenues

Total revenue for the nine months ended September 30, 2018 was $271.1 million , compared to $282.9 million for the same period in 2017. The total number of shipping days decreased 16% to 12,047 in the three months ended September 30, 2018, compared to 14,309 for the same period in 2017, however the average TCE rate increased 24% to $13,801 per day for the nine months ended September 30, 2018 , compared to $11,093 per day for same period in 2017.
 
Components of revenue are as follows:
 
Voyage revenues were $234.0 million for the nine months ended September 30, 2018 compared to $251.6 million for the same period in 2017. The decrease in voyage revenues was predominantly driven by the 18% decrease in the number of voyage days, which were 9,449 in the nine months ended September 30, 2018 as compared to 11,519 in the nine months ended September 30, 2017 . The decrease in voyage days was due in large part to COAs that began in the nine months ended September 30, 2017 and were completed within the year. However, market improvement from the nine months ended September 30, 2017 to the nine months ended September 30, 2018 translated into better net results for the current period, as highlighted above. Voyage revenues were also impacted by the adoption of ASC 606 which resulted in a net increase of approximately $1.1 million or $87 per day of TCE revenue for the nine months ended September 30, 2018 .

Charter revenues increased to $37.2 million from $31.3 million , or 19% , for the nine months ended September 30, 2018 compared to the same period in 2017. The increase in charter revenues was due to improvement in drybulk market rates which are discussed above, offset by a slight reduction in time charter days which were down slightly to 2,598 in the nine months ended September 30, 2018 from 2,790 in the nine months ended September 30, 2017 .
 
Voyage Expenses
 
Voyage expenses for the nine months ended September 30, 2018 were $104.9 million , compared to $124.2 million for the same period in 2017, a decrease of approximately 16% . The decrease in voyage expense was due to the 18% decrease in voyage days, as discussed above.
 
Charter Hire Expenses
 
Charter hire expenses for the nine months ended September 30, 2018 were $81.9 million , compared to $91.1 million for the same period in 2017. The number of chartered-in days decreased 28% from 9,932 days in the nine months ended September 30, 2017 to 7,176 days for the nine months ended September 30, 2018 due in part to the increase in owned days. However, the improving dry bulk market pushed average charter-hire rates paid by the Company up 24% for the nine months ended September 30, 2018 as compared to the same period of 2017. Charter hire expense as a percentage of total revenue remained fairly consistent at 32% in the nine months ended September 30, 2017 compared to 30% in the nine months ended September 30, 2018 . The Company continues to operate under its successful strategy of chartering-in primarily for committed contracts.
 
Vessel Operating Expenses
 
Vessel operating expenses for the nine months ended September 30, 2018 were $29.8 million , compared to $26.8 million in the comparable period in 2017, an increase of approximately 11% . The increase in vessel operating expenses is due to the 9% increase in owned and bareboat charter days, which were 5,468 in the nine months ended September 30, 2018 as compared to 5,008 in the nine months ended September 30, 2017 . This increase is due to the addition of two vessels acquired in December 2017 and August 2018. Vessel operating expenses per day, including technical management fees, were $5,443 for the nine months ended September 30, 2018 and $5,353 for the nine months ended September 30, 2017 .

General and Administrative Expenses

General and administrative expenses increased from $11.4 million in the nine months ended September 30, 2017 to $12.2 million in the nine months ended September 30, 2018 . This is due to an increase non cash stock based compensation, salary related expenses and other expenses of $0.2 million , $0.3 million and $0.3 million , respectively.


26





Depreciation and amortization

The increase in depreciation and amortization is due to the increase in the number of owned vessels after acquisitions in December of 2017 and August of 2018, as noted above and to an increase in amortization of capitalized drydocking expenses incurred in 2018 compared to 2017.

Loss on sale and leaseback of vessels

The Company incurred losses of $9.3 million on the sales and subsequent leasebacks of the m/v Bulk Destiny and the m/v Bulk Beothuk in the nine months ended September 30, 2017 and $0.9 million of loss on the sale and leaseback of the m/v Bulk Trident in the nine months ended September 30, 2018 .

Income from Operations

The Company had income from operations of $28.4 million for the nine months ended September 30, 2018 as compared to income from operations of $8.5 million for the nine months ended September 30, 2017 . The change reflects the 34% increase in net revenue resulting from improvement in market fundamentals and the losses on sale and leaseback transactions incurred in the nine months ended September 30, 2017 , discussed above.

Unrealized (loss) gain on derivative instruments

The Company incurred losses on FFAs of approximately $0.3 million and gains on bunker swaps of approximately $0.7 million in the nine months ended September 30, 2018 as compared to a gain on FFAs of approximately $0.7 million and a loss on bunker swaps of approximately $0.3 million in the nine months ended September 30, 2017 . These result from changes in the fair value of the derivatives at the respective balance sheet dates.

Other Income (Expense)

Other income represents a recovery $0.4 million of expenses reserved for claims that have been fully settled, and to income from an unconsolidated subsidiary of $0.1 million for the nine months ended September 30, 2018. For the nine months ended September 30, 2017 other income represents $0.9 million settlement of a non-performance claim that had not previously been recognized, to the recovery of $0.5 million of expenses incurred in a litigation action that was indemnified by third parties, and to income from an unconsolidated subsidiary of $0.3 million.


Significant accounting estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are the estimated fair value used in determining loss on sale and leaseback of vessel, the estimated future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense and the allowances for doubtful accounts.

Long-lived Assets Impairment Considerations

The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the pricing of new vessels. Historically, both charter rates and vessel values tend to be cyclical. The carrying value of each group of vessels (allocated by size, age and major characteristic or trade), which are classified as held and used by the Company, are reviewed for potential impairment when events or changes in circumstances indicate that the carrying value of a particular group may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the group and its eventual disposition is less than its carrying value. This assessment is made at the group level, which represents the lowest level for which identifiable cash flows are largely

27



independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future TCE rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be recognized.

At June 30, 2018 and 2017, and , the Company identified potential triggering events that resulted from sale and leaseback financing arrangements transacted in those periods. As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. The estimated undiscounted future cash flows were higher than the carrying amount of the vessels in the Company's fleet and as such, no loss on impairment was recognized.

    
Liquidity and Capital Resources

Liquidity and Cash Needs

The Company has historically financed its capital requirements with cash flow from operations, proceeds from related party debt, proceeds from long-term debt and capital leases, and, in June 2017, through a private placement of common stock. The Company may consider additional debt and equity financing alternatives in the future. However, if market conditions are negative, the Company may be unable to raise additional debt or equity financing on acceptable terms or at all. As a result, the Company may be unable to pursue opportunities to expand its business.
 
At September 30, 2018 and December 31, 2017 , the Company had working capital of $39.5 million and $13.0 million , respectively.
 
Considerations made by management in assessing the Company’s ability to continue as a going concern are its ability to consistently generate positive cash flows from operations, which were approximately $27.2 million and $13.7 million in the nine months ended September 30, 2018 and 2017, respectively; $29.2 million in 2017 and $19.2 million in 2016; and its ability to procure long-term fixed contract employment (COAs) with new and longstanding customers. In addition, the Company has demonstrated its unique ability to adapt to changing market conditions by changing the chartered-in profile to meet its cargo commitments. For more information on the results of operations, see ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations.

Capital Expenditures
 
The Company’s capital expenditures relate to the purchase and lease of interests in vessels, and capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels. The Company’s owned and leased fleet includes two Panamax drybulk carriers, six Supramax drybulk carriers, two Ultramax Ice-Class 1C, two Handymax drybulk carriers (both of which are Ice-Class 1A) and one barge. The Company also has a one-third interest in a consolidated joint venture which owns six Panamax Ice-Class 1A drybulk carriers. A Memorandum of Agreement for the purchase of a third Panamax drybulk carrier was signed in April 2018.
 

28



In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $289,000 in the three months ended September 30, 2017 and expensed drydocking costs of approximately $29,000 and $20,000 in the three months ended September 30, 2018 and 2017 , respectively. The Company capitalized drydocking costs totaling approximately $1.5 million and $1.0 million and expensed drydocking costs of approximately $71,000 and $787,000 in the nine months ended September 30, 2018 and 2017, respectively.
 
Off-Balance Sheet Arrangements
 
The Company does not have off-balance sheet arrangements at September 30, 2018 or December 31, 2017 .  


29



ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
 
Interest Rate Risk    
 
The international shipping industry is capital intensive, requiring significant amounts of investment provided in the form of long-term debt. Certain of the Company’s outstanding debt contain floating interest rates that fluctuate with changes in the financial markets and in particular changes in LIBOR. Increasing interest rates could increase the Company’s interest expense and adversely impact its future earnings. The Company’s net effective exposure to floating interest rate fluctuations on its outstanding debt was $83.6 million and $66.5 million, respectively, at September 30, 2018 and December 31, 2017 .
 
The Company’s interest expense is affected by changes in the general level of interest rates, particularly LIBOR. As an indication of the extent of the Company’s sensitivity to interest rate changes, an increase in LIBOR of 1% would have decreased the Company’s net income and cash flows during each of the three month periods ended September 30, 2018 and 2017 by approximately $0.2 million, based on the debt levels at the beginning of each period. The Company expects its sensitivity to interest rate changes to increase in the future if the Company enters into additional floating rate debt agreements in connection with its acquisition of additional vessels.
 
Forward Freight Agreements
 
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). Such economic hedges do not always qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. The aggregate fair value of FFAs at September 30, 2018 was an asset of $3,000 . The aggregate fair value of FFAs at December 31, 2017 was an asset of $266,000 .
 
Fuel Swap Contracts  

The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. During the nine months ended September 30, 2018 and the year ended December 31, 2017 , the Company entered into various fuel swap contracts that were not designated for hedge accounting. The aggregate fair value of these fuel swaps at September 30, 2018 and December 31, 2017 were assets of $1,118,000 and $377,000 , respectively.
 
ITEM 4. Controls and Procedures
 
Management’s Evaluation of Disclosure Controls and Procedures.
 
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for the nine months ended September 30, 2018 .
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 

30



PART II: OTHER INFORMATION
 
Item 1 - Legal Proceedings
 
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
 
Item 1A – Risk Factors
 
There have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K, filed with the SEC on March 21, 2018.
 
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
Item 3 - Defaults Upon Senior Securities
 
None.
 
Item 4 – Mine Safety Disclosures
 
None.
 
Item 5 - Other Information  
 
None.
 

31



Item 6 – Exhibits 
Exhibit no.
Description
Incorporated By Reference
Filed herewith
 
 
Form
Date
Exhibit
 
 
 
 
 
 
 
10.43
 
 
 
X
 
 
 
 
 
 
31.1
 
 
 
X
 
 
 
 
 
 
31.2
 
 
 
X
 
 
 
 
 
 
32.1
 
 
 
X
 
 
 
 
 
 
32.2
 
 
 
X
 
 
 
 
 
 
EX-101.INS
 
 
 
X
 
 
 
 
 
 
EX-101.SCH
 
 
 
X
 
 
 
 
 
 
EX-101.CAL
 
 
 
X
 
 
 
 
 
 
EX-101.DEF
 
 
 
X
 
 
 
 
 
 
EX-101.LAB
 
 
 
X
 
 
 
 
 
 
EX-101.PRE
 
 
 
X
 

32



SIGNATURES
 
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 8, 2018 .
 
 
PANGAEA LOGISTICS SOLUTIONS LTD.
 
 
 
By:
/s/ Edward Coll
 
Edward Coll
 
Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
By:
/s/ Gianni Del Signore
 
Gianni Del Signore
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)


33




Rider Clauses 32 to 45
to be deemed incorporated to the
Bareboat Charter Party
Dated 2 nd August 2018
(the "Charter")
Between

BULK PODS LTD., as Charterers
and

S K TRANSPORTATION S.A., as Owners
in respect of the vessel

MV BULK PODS

 
32.      Delivery
(a)      The Charterers shall take delivery of the Vessel under this Charter simultaneously with delivery by the Charterers as sellers to the Owners as buyers under the MOA, and the Owners shall deliver the Vessel to the Charterers under this Charter in the same moment as the Owners take delivery of the Vessel under the MOA.

In the event that the Vessel is not delivered under the MOA or the MOA is cancelled, terminated or rescinded for any reason, this Charter shall automatically terminate without any liability between the parties hereunder.

(b)      For the avoidance of doubt, it is acknowledged that the Charterer, at the time of delivery of the Vessel under this Clause 32, owns any bunkers, unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and unused stores and provisions (hereinafter referred to as the "Bunkers") remaining on board the Vessel on the delivery date and as a result the Owner and the Charterer will not settle the Bunkers at the time of delivery of the Vessel under this Charter.

33.
Conditions for delivery
Prior to delivery of the Vessel under this Charter, the parties shall exchange the following documents:

(i)
One (1) original Certificate of Good Standing or Secretarial Certificate, stating all Directors;

(ii)
certified copies of the corporate resolutions of the Owners and the Charterers approving the contents of and the entering into of the Charter and MOA;

(iii)
original, notarised and apostilled Power of Attorney granted by the Owners and the Charterers with respect to the representative(s) at closing and the persons signing this Charter and the MOA;

(iv)
Such other documents as each of the Owner and Charterer may reasonably require.


34.      Vessel’s condition on delivery
The Vessel shall be delivered under this Charter in the same condition and with the same equipment, inventory and spare parts as she is delivered to the Owners under the MOA. The Charterers know the Vessel’s condition




at the time of delivery, and expressly agree that the Vessel's condition as delivered under the MOA is acceptable and in accordance with the provisions of this Charter. The Vessel shall be delivered to the Charterers under the Charter strictly "as is/where is", and the Charterers, throughout the Charter period, shall have no claim against the Owners under this Charter or otherwise as a result of the Vessel’s physical condition.
    
35.
Inspection on re-delivery of the Vessel (see also clauses 7)
In connection with the redelivery of the Vessel under the Charter, the Vessel shall not be dry-docked unless required by the Classification Society.

In lieu of dry-docking, Owners shall have the right to appoint a diver acceptable to the Classification Society to undertake an underwater inspection at a convenient port with due consultation between Owners and Charterers. Such divers’ inspection shall be carried out at Owners’ expense (unless damage affecting the class is found, in which case the Charterers shall bear the cost) and without interference to the Vessel’s normal operation.

Should such underwater inspection reveal damages that affect the class of the Vessel whereby such damage repairs cannot be made to the Vessel without dry-docking and the Classification Society will not grant an extension, then Vessel is to be dry-docked as soon as possible by Charterers to repair such damages to the Classification Society’s satisfaction at Charterers’ time and expense.

If in the opinion of the Classification Society the damages do not necessitate immediate dry-docking, then the Classification Society shall issue a certificate showing the extent and place of damage and Charterers shall repair same to the satisfaction of the Classification Society at next dry-docking, provided that such dry-docking is within the Charter Period. If the next Classification Society dry-docking is after the re-delivery of the Vessel under this Charter, the Charterers shall in their option (i) repair such damages before redelivery of the Vessel hereunder or (ii) provide the Owners with an agreed lump sum, (the Charterers and the Owners shall each select a reputable shipyard in the redelivery range and obtain from such shipyard a quotation for the cost of repairs of the damage. The estimated cost of repairs shall be refined as the average of the two quotations obtained from the two shipyards), a first class bank guarantee or sum a cash deposit to be provided, in the Charterers’ option, covering the expected costs of such repairs.

This Clause 35 shall not apply if the Charterers exercise their purchase option as set out in Clause 39.

The Vessel with everything belonging to her shall be at the Charterers’ risk and expense until she is redelivered to the Owners, but subject to the terms and conditions of this Agreement she shall be redelivered and taken over as she was at the time of joint surveys in accordance with clause 7 in this agreement, fair wear and tear excepted.
 
36.      Familiarisation
The Owners shall have a right to place two representatives on board the Vessel for familiarisation purposes twenty one (21) days prior to the redelivery of the Vessel to Owners under this charter. These representatives shall sign the Charterers’ usual indemnity form.

This Clause 36 shall not apply if the Charterers exercise their purchase option as set out in Clause 39.

37.      Owners’ Assignment, Performance Guarantee and Quiet Enjoyment Letter
The Owners shall have the right to assign to any and all mortgagees of the Vessel who are banks financing the Vessel any and all of the rights, benefits and interest of the Owners in and to this Charter, including but not limited to assignments of earnings and assignment of this Charter.

The Charterers is entitled to require a quiet enjoyment letter from the financiers of the Owners, in customary form for these transactions, and the Owners shall also agree to issue a quiet enjoyment letter to the Charterers.





Provided no event of default has occurred and is continuing under this Charter, the Owner undertakes that it will not interfere with the quiet use, operation, possession or enjoyment of the Vessel.

The performance of the Chartereres hereunder shall be guaranteed by Pangaea Logistics Solutions Ltd., whereas the performance of the Owners shall be guaranteed by Esuke Unyu. Ltd. The guarantees shall be in the format attached hereto as appendix B.

38.      Transfer of the Vessel
(a)
Any change of ownership of the Vessel or of the ownership of the Owners during the Charter Period shall require the Charterers' prior written approval which Charterers shall be at full discretion whether to grant of decline.

(b)
Each of the Owners and Charterers shall during the Charter Period be entitled to assign their position under the Charter to another third party entity. Such right shall be subject to (i) the prior written consent of each of the Parties respectively, such consent not be unreasonable withheld, and (ii) that the guarantees granted by Pangaea Logistics Solutions Ltd. and Esuke Unyu. Ltd. shall continue to remain in full force and effect irrespective of the said assignment(s) under the Charter. Each Party shall bear their own costs related to such assignment.

If, as a result of a change in law relating specifically to the circumstances of the Charterers and/or the Owners after the date of this Charter there would be material adverse economic consequences to the Charterers of them continuing to perform their obligations under the Charter the Charterers shall have the option, to novate this Charter to an Affiliate provided always that, notwithstanding such novation, this Charter would continue on identical terms (save for logical, consequential or mutually agreed amendments) and the Charter Guarantor shall remain jointly and severally liable with such Affiliate to the Owners for performance of all obligations by such Affiliate pursuant to this Charter after such novation.
    
The Charterers agree and undertake to enter into (and procure that such Affiliate and the Charter Guarantor enter into) or deliver to the Owners any such documents as the Owners (at its sole discretion) shall require in connection with such novation, including but not limited to such additional Security Documents and legal opinions as the Owners may require. Any documented costs or expenses whatsoever (including but not limited to legal costs) arising in relation to such novation and any conditions imposed by the Owners in giving their consent shall be borne by the Charterers.

39.      Charterers’ Purchase Option
Charterers’ option to purchase the Vessel at any time during the Charter, starting from end of 3rd year, or in case of a default hereunder by the Owners or Charterers, at any time during the Charter at following prices or pro rata of the current year:
    
The Purchase Option Price to be paid to the Owners upon delivery of the Vessel:
The Purchase Option Price = A - [ (A-B) / 365 x C]

Example purchase options after 5 years and 1 month (31 days):
    
USD 6,100,000 - [(6,100,000-4,200,000)/365 x 31) = USD 5,938,630
    
Where:
A: the amount indicted below for the end of the year immediately prior to the applicable delivery date;
B: the amount indicted below for the end of the year of such delivery date; and
C: the actual number of days from the beginning of the year to which the delivery date belongs:

(i)
at a price of USD 14,750,000 at the date of this Charter;




(ii)
at a price of USD 12,906,250 at the end of year 1 of this Charter;
(iii)
at a price of USD 11,062,500 at the end of year 2 of this Charter;
(iv)
at a price of USD 9,900,000 at the end of year 3 of this Charter;
(v)
at a price of USD 8,000,000 at the end of year 4 of this Charter;
(vi)
at a price of USD 6,100,000 at the end of year 5 of this Charter;
(vii)
at a price of USD 4,200,000 at the end of year 6 of this Charter;
(viii)
at a price of USD 2,300,000 at the end of year 7 of this Charter;
(ix)
at a price of USD 400,000 at the end of year 8 of this Charter;

In the Event a Default by Owners occurs, and is continuing according to the terms and conditions of this Charter, then the Charterers may exercise its Purchase Option earlier than 36 months after commence of the Charter.

The Charterers must give a minimum of 90 (ninety) days’ notice of their intention to buy the Vessel. The purchase price to be paid to the Owners upon delivery of the Vessel as per Clause 3 of the Memorandum of Agreement attached hereto as Appendix A. The Vessel shall be delivered as soon as possible after expiry of the 90 (ninety) days notice and Owners undertake to render the necessary assistance in order to achieve this. Once the purchase option has been exercised by Charterers, they may not withdraw same.

The Charterers shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall, take such steps to obtain and furnish such documents and take such other actions as the Charterers may reasonably request in order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.

With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances whatsoever and that the Owners have not committed any act or omission which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs, losses, liabilities and expenses whatsoever resulting from any breach of such warranty.

The terms and conditions of the form of the Memorandum of Agreement attached hereto as Appendix A shall govern the purchase of the Vessel as set out in this Clause 39.

Upon completion of such purchase of the Vessel as set out in this Clause 39, the Charter and all further rights and obligations of the parties hereunder (except for indemnities and other obligations that by their nature should survive the termination of this Charter) shall terminate.


40.
Insurance
(a)　 For the purposes of this Charter, the term "Total Loss" shall mean any actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a requisition for hire.

(b) The Charterers undertake with the Owners that throughout the Charter Period:-

(i) without prejudice to their obligations under Clause 13 hereof, they will keep the Vessel insured on the basis of the Institute Time Clauses (Hull) (or on such other terms as shall be reasonably acceptable to the Owners and their Mortgagee) with such insurers (including P&I and war risks associations) as shall be reasonably acceptable to the Owners with deductibles reasonably acceptable to the Owners and that any P&I association which is a member of the International Group of P&I Clubs and H&M underwriters with security rating A. The Charterers to provide such rating sheet annually to the owners. Charterers’ current H&M underwriters shall be deemed to be pre-approved (it being agreed and understood by the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners);

(ii) the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, be endorsed to the effect that payment of a




claim for a Total Loss will be made to the Owners (or the Mortgagees as assignees thereof) (who shall upon the receipt thereof apply the same in the manner described in Clause 40(e) hereof);

(iii) the Charterers shall procure that duplicates of all cover notes, policies and certificates of entry shall be furnished to the Owners for their custody, upon request;

(iv) the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall:
          
(A) furnish the Owners and Mortgagee with a letter or letter of undertaking in such form as may from time to time be reasonably required by the Owners, and
  
(B) supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require; and

(v) the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners not less than ten (10) days prior written notification of any amendment, suspension, cancellation or termination of the insurances, unless subject to any automatic termination/cancellation of cover provisions in the relevant insurances, in which event, if such insurances are automatically terminated/cancelled, Owners shall be advised promptly and Charterers shall immediately procure re-instatement or replacement insurances of those terminated/cancelled insurances.

(c) Notwithstanding anything to the contrary contained in Clauses 13 and 40 (b) hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis for not less than the total insured value (H&M value, Hull Interest and freight interest) specified in column (b) in the table set out below in respect of the one-yearly period during the Charter Period specified in column (a) (on the assumption that the first such period commenced on the delivery date) against such amount (hereinafter referred to as the "Minimum Insured Value");
          
(a) (b)
Year      Minimum Insured Value
1
USD 16,225,000
2
USD 14,196,876
3
USD 12,168,750
4
USD 10,140,625
5
USD 8,112,500
6
USD 6,000,000
7
USD 4,200,000
8
USD 2,300,000

or the market value of the Vessel as between a willing seller and a willing buyer in charter-free condition (the "Market Value"), whichever is the higher. The following shall apply with respect to the Market Value: If Owners consider the Market Value to be higher than the Minimum Insured Value set out in table (b) above, but Charterers have not increased the insurance value compared to the Minimum Insured Value, Owners may, unless the parties agree on the Market Value, request Charterers to obtain a valuation of the Vessel's Market Value from Clarksons Shipbrokers or another reputable shipbroker agreed upon by Owners and Charterers. If the Market Value as determined by the appointed shipbrokers is lower or equal to the Minimum Insured Value at the material time, the costs of valuation to be borne by the Owners. If the Market Value as determined by the appointed shipbrokers is higher than the Minimum Insured Value at the material time, the costs of valuation to be borne by the Charterers, who shall also arrange for the necessary amendment of relevant insurances. Owners may request a valuation no more than once per 12 month period.





(d) If the Vessel becomes a Total Loss or becomes subject to Compulsory Acquisition, the chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:-
 
(i) immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid as at up to the date on which the Total Loss or Compulsory Acquisition occurred as described below (the "Date of Loss") together with interest thereon as set out in Clause 11 (f) and shall cease to be under any liability to pay any hire, but not any other amounts, thereafter becoming due and payable under this Charter. All hire and any other amounts prepaid by the Charterers relating to the period after the Date of Loss shall be forthwith refunded by the Owners and any hire paid in advance to be adjusted/reimbursed:

　 (ii) For the purpose of ascertaining the Date of Loss:-
    
(A) an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred;

(B) a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or the date and time adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total lose but prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; and
   
(C) Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25(b) hereof.

(e)
All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 40, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagees as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagees):
 
FIRSTLY, in payment of all the Owners’ or the Charterers’ costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the Purchase Option Price as per the table in clause 39 immediately above, for the year in which the Date of Loss occurs and which shall be calculated pro rata per diem,

THIRDLY, the Owners, towards the payment of outstanding amount, if any, of that certain Loan Agreement entered into by and between The Yamaguchi Bank, Ltd. and the Owners, and

FORTHLY, in payment of any surplus to the Charterers by way of compensation for early termination.

(f) In respect of partial losses, any payment by Underwriters not exceeding USD 500,000 shall be paid directly to the Charterers who shall apply the same to effect the repairs in respect of which payment is made. Any moneys in excess of USD 500,000 payable under such insurance other than Total Loss shall be paid to the Charterers subject to the prior written consent of the Owners or the Owners’ bank but such consent shall not be unreasonably withheld. In the absence of such prior written consent the money shall be paid to the Owners or the Owners’ bank.





(g) The provisions of Clauses 13 and 40 hereof shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and / or the Charterers for their own account and benefit.


41.
Inconsistency

In case of any inconsistency between (i) the standard terms of this Charter and (ii) the amendments and Rider Clauses 32 - 45, the latter shall prevail.

42.          Charterers' Down Payment
In  consideration  of  achieving reduced monthly charter hire payments for the  duration  of  the Charter Period (eight (8) years), the Charterers shall, at the time of delivery of  the  Vessel,  pay to the Owners as prepayment  of  hire  the  sum  of  USD  2,000,000  (the "Charterers' Down Payment").
 
The Charterers' Down Payment shall be set off against the Purchase Price of the Vessel under the MOA and payment is subject to the delivery of the Vessel to the Owners as "buyers" from the Charterers as "sellers" under the MOA and also delivery of the vessel by the Owners to the Charterers under the Charter.
 
The Charterers' Down Payment shall be non-refundable except when there is an event of default by Owners  leading  to  Charterers being permanently deprived of the usage of the Vessel (irrespective of whether the Charter is formally terminated or not), in which case the Owners shall refund to the Charterers the amount of USD 20,833.33 per calendar month for each month, counting from the date of Charterers being deprived of the Vessel’s use of the Vessel up to what would have been, but for the deprivation, the end of the 8 th year of the charter. Such refund shall be without prejudice to any right or claim the Charterers may have against the Owners as a result of such deprivation of use and/or default or termination.
The Charterers’ Down Payment is subordinated to the first priority mortgage.

43.          Loan Outstanding for Interest Portion
In the charter hire structure set out in Box 22, the Interest Portion shall be calculated by Owner’s Loan Outstanding in the table set out below, times (1.7% + 3-month USD LIBOR) times Number of days during next hire divided by 360days.
The 3-month USD LIBOR to be used is the one published by ICE LIBOR five (5) banking days prior to the hire payment due date.
Should the 3-month USD LIBOR published by ICE LIBOR turn negative, then zero (0) to be applied in calculation of hire payment.

 
 
 
 
 
 
 
 
 
 
 
 
1st Year
1st Month
14,750,000
 
2nd Year
13th Month
12,906,250
1st Year
2nd Month
14,596,354
 
2nd Year
14th Month
12,752,604
1st Year
3rd Month
14,442,708
 
2nd Year
15th Month
12,598,958
1st Year
4th Month
14,289,063
 
2nd Year
16th Month
12,445,313
1st Year
5th Month
14,135,417
 
2nd Year
17th Month
12,291,667
1st Year
6th Month
13,981,771
 
2nd Year
18th Month
12,138,021
1st Year
7th Month
13,828,125
 
2nd Year
19th Month
11,984,375
1st Year
8th Month
13,674,479
 
2nd Year
20th Month
11,830,729
1st Year
9th Month
13,520,833
 
2nd Year
21st Month
11,677,083
1st Year
10th Month
13,367,188
 
2nd Year
22nd Month
11,523,438
1st Year
11th Month
13,213,542
 
2nd Year
23rd Month
11,369,792
1st Year
12th Month
13,059,896
 
2nd Year
24th Month
11,216,146




3rd Year
25th Month
11,062,500
 
4th Year
37th Month
9,218,750
3rd Year
26th Month
10,908,854
 
4th Year
38th Month
9,065,104
3rd Year
27th Month
10,755,208
 
4th Year
39th Month
8,911,458
3rd Year
28th Month
10,601,563
 
4th Year
40th Month
8,757,812
3rd Year
29th Month
10,447,917
 
4th Year
41st Month
8,604,167
3rd Year
30th Month
10,294,271
 
4th Year
42nd Month
8,450,521
3rd Year
31st Month
10,140,625
 
4th Year
43rd Month
8,296,875
3rd Year
32nd Month
9,986,979
 
4th Year
44th Month
8,143,229
3rd Year
33rd Month
9,833,333
 
4th Year
45th Month
7,989,583
3rd Year
34th Month
9,679,687
 
4th Year
46th Month
7,835,937
3rd Year
35th Month
9,526,042
 
4th Year
47th Month
7,682,292
3rd Year
36th Month
9,372,396
 
4th Year
48th Month
7,528,646
5th Year
49th Month
7,375,000
 
6th Year
61st Month
5,531,250
5th Year
50th Month
7,221,354
 
6th Year
62nd Month
5,377,604
5th Year
51st Month
7,067,708
 
6th Year
63rd Month
5,223,958
5th Year
52nd Month
6,914,062
 
6th Year
64th Month
5,070,312
5th Year
53rd Month
6,760,417
 
6th Year
65th Month
4,916,667
5th Year
54th Month
6,606,771
 
6th Year
66th Month
4,763,021
5th Year
55th Month
6,453,125
 
6th Year
67th Month
4,609,375
5th Year
56th Month
6,299,479
 
6th Year
68th Month
4,455,729
5th Year
57th Month
6,145,833
 
6th Year
69th Month
4,302,083
5th Year
58th Month
5,992,187
 
6th Year
70th Month
4,148,437
5th Year
59th Month
5,838,542
 
6th Year
71st Month
3,994,792
5th Year
60th Month
5,684,896
 
6th Year
72nd Month
3,841,146
7th Year
73rd Month
3,687,500
 
8th Year
85th Month
1,843,750
7th Year
74th Month
3,533,854
 
8th Year
86th Month
1,690,104
7th Year
75th Month
3,380,208
 
8th Year
87th Month
1,536,458
7th Year
76th Month
3,226,562
 
8th Year
88th Month
1,382,812
7th Year
77th Month
3,072,917
 
8th Year
89th Month
1,229,167
7th Year
78th Month
2,919,271
 
8th Year
90th Month
1,075,521
7th Year
79th Month
2,765,625
 
8th Year
91st Month
921,875
7th Year
80th Month
2,611,979
 
8th Year
92nd Month
768,229
7th Year
81st Month
2,458,333
 
8th Year
93rd Month
614,583
7th Year
82nd Month
2,304,687
 
8th Year
94th Month
460,937
7th Year
83rd Month
2,151,042
 
8th Year
95th Month
307,292
7th Year
84th Month
1,997,396
 
8th Year
96th Month
153,646






44.          Charterers’ disclosure
Upon Owners and/or Financiers request, Performance Guarantor to provide audit report every year until charter expire.






45.          Confidentiality
The parties shall keep the negotiations and contents of this Charter and any information they may have received at any time in relation to the business, strategies or financial affairs of the other party in the strictest confidence (collectively, ”Confidential Information”). The parties may nevertheless disclose such Confidential Information (i) when required by law, regulatory rules and regulations, governmental authorities, accounting principles (U.S. GAAP) or relevant stock exchange rules, or (ii) to professional advisers (including, without limitation, legal, accounting and tax advisers) of the parties. This Clause 45 shall survive the termination or expiry of this Charter.



IN WITNESS HEREOF the Owners and the Charterers have signed and executed TWO COPIES of this Agreement the day and year first written.






S K TRANSPORTATION S.A.                  BULK PODS LTD.
For the Owners:                   For the Charterers:




/s/Tokiharu Shinokawa ________              /s/Gianni Del Signore ________________
                



List of Appendices:

Appendix A:      Memorandum of Agreement for purchase option
Appendix B:      Form of performance guarantees





Exhibit 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Edward Coll, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, of Pangaea Logistics Solutions Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
November 8, 2018
/s/ Edward Coll
 
 
Edward Coll
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)





Exhibit 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Gianni DelSignore, certify that:
 
1.
I have reviewed this quarterly report on Form 10-Q for the three and nine months ended September 30, 2018, of Pangaea Logistics Solutions Ltd.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:
November 8, 2018
/s/ Gianni DelSignore
 
 
Gianni DelSignore
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)





Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward Coll, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
November 8, 2018
/s/ Edward Coll
 
 
Edward Coll
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)





Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gianni DelSignore, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:
November 8, 2018
/s/ Gianni DelSignore
 
 
Gianni DelSignore
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)