UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-36798
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 Number)
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, RI 02840
(401) 846-7790
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, $0.0001 par value
PANL
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition
of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer
☐
Accelerated Filer
☒
Non-accelerated Filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant's Common Stock held by non-affiliates at June 30, 2024 was approximately $243.73 million based on the Nasdaq closing price for such shares on that
date. The registrant has no non-voting common equity.
As of March 12, 2025, 65,628,437 shares of Common Shares, $0.0001 par value per share were outstanding.
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TABLE OF CONTENTS
PART I
5
ITEM 1.
BUSINESS
5
ITEM 1A.
RISK FACTORS
34
ITEM 1B.
UNRESOLVED STAFF COMMENTS
59
ITEM 1C.
CYBERSECURITY
59
ITEM 2.
PROPERTIES
60
ITEM 3.
LEGAL PROCEEDINGS
60
ITEM 4.
MINE SAFETY DISCLOSURES
60
PART II
61
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
61
ITEM 6.
SELECTED FINANCIAL DATA
61
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
62
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
74
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
74
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
74
ITEM 9A.
CONTROLS AND PROCEDURES
74
ITEM 9B.
OTHER INFORMATION
79
ITEM 9C.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
80
PART III
81
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
81
ITEM 11.
EXECUTIVE COMPENSATION
81
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
82
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
82
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
82
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
F-1
3
In this Annual Report on Form 10-K (this “Form 10-K”), references to “the Company,” “we,” “us” and “our” refer to Pangaea Logistics Solutions Ltd
and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Annual Report on Form 10-K pertaining to our operations, cash flows and financial position, including, in particular, the
likelihood of our success in developing and expanding our business, include forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “may,” “should” and similar expressions are forward-looking
statements.
All statements in this Form 10-K that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements
include, but are not limited to, such matters as:
•
our future operating or financial results;
•
our ability to charter-in vessels and to enter into COAs ("Contract of Affreightment"), voyage charters, time charters and forward freight
agreements, and the performance of our counterparties in such contracts;
•
our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other
general corporate activities;
•
our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives;
•
competition in the drybulk shipping industry;
•
our business strategy and expected capital spending or operating expenses, including drydocking and insurance costs and the ability to expand our
presence in logistics trades and custom supply chain management;
•
global and regional economic and political conditions and sanctions, including war and piracy; and
•
statements about shipping market trends, including charter rates and factors affecting supply and demand.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and
uncertainties that are described more fully under the “Risk Factors” section of this Form 10-K. Any of these factors or a combination of these factors could
materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ
include, but are not limited to, the following:
•
changes in governmental rules and regulations or actions taken by regulatory authorities;
•
cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption;
•
changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to
perform under existing time charters;
•
potential liability from future litigation and potential costs due to environmental damage and vessel collisions;
•
the impact of sanctions on movement of commodities and demand for supply of drybulk vessels;
•
the length and number of off-hire periods; and
•
other factors discussed under the “Risk Factors” section of this Form 10-K.
You should not place undue reliance on forward-looking statements contained in this Annual Report on Form 10-K because they are statements about events
that are not certain to occur as described or at all. All forward-looking statements in this Form 10-K are qualified in their entirety by the cautionary
statements contained in this Form 10-K. These forward-looking statements
4
are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking
statements.
Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events.
PART I.
ITEM 1. BUSINESS
Introduction
Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provide seaborne drybulk logistics and transportation
services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the
transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite
and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo
loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management.
Business overview and Recent Developments
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handymax, Supramax,
Ultramax and Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a
short-term basis. Following the Company’s acquisition of 15 handy size dry bulk carries on December 30, 2024 pursuant to its acquisition of Renaissance
Holdings LLC, a wholly owned subsidiary of Strategic Shipping Inc. (“SSI”), the Company owned 41 vessels as of December 31, 2024 which were wholly-
owned or partially-owned through joint ventures. The Company uses this fleet to transport approximately 22 million tons of cargo annually to nearly 225
ports around the world, averaging approximately 48 vessels in service daily in 2024 and 46 during 2023.
The Company’s port, projects, and logistics services include cargo loading, cargo discharge, and port and terminal services to vessel and cargo owners. Our
logistics capabilities provide a wide array of services which allow our customers to extend their own services, to more efficiently transport their cargo, and
to extend relationships with their own suppliers and customers. For some customers, the Company acts as their ocean logistics department, providing
scheduling, terminal operations, port services, and marketing functions. The Company has worked with other customers on design, construction, and
operation of loading and discharge facilities.
In addition, the Company focuses on fixing cargo and cargo contracts for transportation on backhaul routes. Backhaul routes position vessels for cargo
discharge in typical loading areas. Backhaul routes allow us to reduce ballast days and instead earn revenues at times and on routes that are typically
traveled without paying cargo.
The Company is a leader in the high ice class sector, supported by its operation of the world's largest fleet of dry bulk vessels over 60,000 dwt with Ice-
Class 1A designation. High ice class trading includes service in ice-restricted areas in the Northern Hemisphere during both the winter (Baltic Sea and Gulf
of St. Lawrence) and summer (Arctic Ocean). Trading during the ice seasons have historically provided superior profit margins, rewarding the Company for
its investment in the specialized ships and the expertise it has developed working in these harsh environments.
The Company derives substantially all of its revenue from contracts of affreightment, “COAs”, voyage charters, and time charters. The Company transports
a wide range of fundamental global commodities including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite,
limestone, and other minor bulk cargo.
The Company’s COAs typically extend for a period of one to five years, although some extend for longer periods. A voyage charter is a contract for the
carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. COAs and voyage charters
provide voyage revenue to the Company. A time charter is a contract under which the Company is paid to provide a vessel on a per day basis for a specified
period of time. Time charters provide charter revenues to the Company.
Active risk management is an important part of our business model. The Company believes its active risk management allows it to reduce the sensitivity of
its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative
5
volatility of earnings. We manage market risk by chartering in vessels for periods of less than nine months on average and through a portfolio approach
based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters. The Company tries to identify routes and ports for efficient
bunkering to minimize its fuel expense. The Company also seeks to hedge a portion of its exposure to changes in the price of marine fuels, or bunkers,
through fuel swaps; and to fluctuating future freight rates through forward freight agreements. The Company has also entered into interest rate agreements
to fix a portion of our interest rate exposure.
The Company employs the technical management services of Seamar Management S.A. which is 51% owned by the Company, and Bernard Schulte Ship
Managment, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet.
Business Strategy
The Company’s principal business objectives are to profitably grow its business and increase shareholder value. The Company expects to achieve these
objectives through the following strategies:
•
Focus on increasing strategic COAs. COA is an agreement providing for the transportation between specified points for a specific quantity of cargo
over a specific time period but without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel
designation is required. COAs can either have a fixed rate or a market-related rate. The Company intends to increase our COA business, in
particular, COAs for cargo discharge in traditional loading areas (backhaul), by leveraging its relationships with existing customers and attracting
new customers. The Company believes that its dedication to solving its customer’s logistics problems, and its reputation and experience in carrying
a wide range of cargoes and transiting less common routes and ports, increases its likelihood of securing strategic COAs. COA’s provide a consistent
cargo base and revenue for our transportation services, around which we attempt to structure other logistics offerings.
•
Expand capacity and flexibility by renewing its owned fleet.. The Company is continually looking to acquire additional high-quality vessels suited
for its business strategy, the needs of its customers and growth opportunities the Company identifies. The Company believes that its experience as a
reliable and serious counterparty in the purchase and sale market for second-hand vessels positions it as a candidate for acquisition of high quality
vessels. The Company currently controls (owns or has an ownership interest in) a fleet of 41 bulk carriers as of March 17, 2025. The current fleet
includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax
drybulk vessels and fifteen Handysize vessels.
•
Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency. The Company continues to focus on
backhaul cargoes, including backhaul cargoes associated with COAs, to reduce ballast days and increase expected earnings for well-positioned
vessels. In addition, the Company intends to continue to charter in vessels for periods of less than nine months, on average, to permit it to match its
variable costs to demand. The Company believes that increased vessel utilization and positioning efficiency will enhance its profitability. The
Company demonstrated its commitment to remain the leader in high ice class large bulk carriers by taking delivery of its four newbuilding Post
Panamax Ice Class vessels in 2021.
•
Focus on customized and complete logistics solutions within targeted dry bulk trades. The Company intends to leverage its experience in
designing custom loading and discharging systems in critical ports and optimizing vessel operations in ports to provide complete logistics solutions
to its clients. The Company continues to look for opportunities to transport cargo for clients from, or to, rarely used or underdeveloped port facilities
to expand its operations. The Company believes this operational expertise and complete logistics solutions will enhance the services offered,
strengthen our client relationships and generate increased operating margins for the Company.
Competitive Strengths
The Company believes that it possesses a number of competitive strengths in its industry, including:
•
Expertise in certain niche markets and routes. The Company has developed expertise and a major presence in selected niche markets and less
commoditized routes, especially the Baltic Sea in winter, ice laden northern atlantic ports in the summer, and the trade route between Jamaica and
the United States, as well as selected ports, particularly in Newfoundland and Baffin Island. The Company believes that there is less competition to
carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less commoditized routes. The
Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of
securing higher rates and margins than those available for more commoditized cargoes and
6
routes. The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax, Post Panamax Ice Class
1A and Ice-Class 1C Ultramax vessels. The ice-class fleet has historically produced margins that are superior to the average market rate.
•
Enhanced vessel utilization and profitability through strategic backhaul and triangulation methods. The Company enhances vessel utilization and
profitability through selecting COAs and other contracts to carry cargo on what would normally be backhaul or ballast legs. In contrast to the typical
practice of incurring charter hire and bunker costs to position an empty vessel in a port or area where cargo is normally loaded, the Company instead
actively works with its customers to secure cargoes for discharge in traditional loading areas (backhaul). This practice allows the Company to
position vessels for loading at lower costs than it would bear if it positioned such vessels by traveling unladen or if the Company chartered in vessels
in a loading area. The Company believes that this focus on backhaul cargoes permits them to benefit from ballast bonuses that are paid to position
vessels for fronthaul cargoes or, alternatively, to earn a premium for delivering ships that are in position for fronthaul cargoes.
•
Strong relationships with major industrial customers. The Company has developed strong commercial relationships with a number of major
industrial customers. These customer relationships are based upon the Company’s reputation and specific history of service to these customers. The
Company believes that these relationships help it generate recurring business with such customers which, in some cases, are formalized through
contracts for repeat business (COAs). The Company also believes that these relationships can help create new opportunities. Although many of
these relationships have extended over a period of years, there is no assurance that such relationships or business will continue in the future. The
Company believes that its familiarity with local regulations and market conditions at its routinely serviced ports, particularly in Newfoundland,
Baffin Island and Jamaica, provides it with a strong competitive advantage and allows it to attract new customers and secure recurring business.
•
Logistics approach to commodity business. The Company seeks employment for its vessels in a way that utilizes its expertise in enhancing
productivity of clients' supply chains. The Company focuses on movements of cargo beyond loading and discharge berths and looks for
opportunities to add value in clients' supply chains. The Company believes its additional efforts in providing complete logistics provides a
competitive advantage and allows it to maintain strong client relationships and generate increased operating margins for the Company.
•
Experienced management team. The day-to-day operations of a logistics and transportation services company requires close coordination among
customers, land-based transportation providers and port authorities around the world. Its efficient operation depends on the experience and expertise
of management at all levels, from vessel acquisition and financing strategy to oversight of vessel technical operations and cargo loading and
discharge. The Company has a management team of senior executive officers and key employees with extensive experience and relationships in the
commercial, technical, and financial areas of the drybulk shipping industry.
•
Strong Alignment and Transparency. The Company observes that many publicly traded shipping companies rely on service providers affiliated
with senior management or dominant shareholders for fundamental activities. Beyond the operational benefits to its customers of integrated
commercial and technical management, the Company believes that its shareholders are benefited by its strategy of performing many of those
activities in-house. Related to these efforts to maximize alignment of interest, the Company believes that the associated transparency of ownership
and authority will be attractive to current and prospective shareholders.
•
Risk-management discipline. The Company believes its risk management strategy allows it to reduce the sensitivity of its earnings to market
changes and lower the risk of losses. The Company manages its risks primarily through short-term charter-in agreements of less than nine months,
on average, through the use of forward freight agreements ("FFAs") and fuel hedges, and through modest leverage. The Company believes that
shorter-term charters permit it to adjust its variable costs to match demand more rapidly than if it chartered in those vessels for longer periods. The
Company may choose to manage the risks of higher rates for certain future voyages by purchasing and selling FFAs to limit the impact of changes in
chartering rates. Similarly, the Company may choose to manage the risks of increasing fuel costs through bunker hedging transactions in order to
limit the impact of changes in fuel prices on voyage results.
Management
The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical,
management and financial areas of the logistics and shipping industries. The Company’s Chief Executive Officer, Mark Filanowski, has over 30 years of
experience in the shipping industry. Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience
in the shipping industry. The
7
Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has
developed strong commercial relationships with industrial customers and lenders. The Company believes that the experience, reputation and background of
its management team will continue to be key factors in its success.
The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark,
South Port, Connecticut, and Singapore. Logistics services and commercial management include identifying cargo for transportation, voyage planning,
managing relationships, identifying vessels to charter in, and operating such vessels.
The technical management of the Company’s non ice class Panamax vessels as well as our Supramax and Ultramax vessels are performed in-house by our
51% owned joint venture, Seamar Management, S.A.. The Company’s technical management personnel have experience in the complexities of oceangoing
vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing. The technical management for the Company’s
chartered-in vessels is performed by each respective third party ship owner.
Operations and Assets
The Company is a service business and our customers use the services we provide because they believe the Company adds and creates value for them. To
add value, the Company offers a wide range of logistics services beyond the traditional loading, carriage and discharge of cargoes. The Company works
with certain customers to review their contractual delivery terms and conditions, permitting those customers to reduce costs and certain risks. Another
example of value-added services is the formation of a new port in Newfoundland, Canada to load aggregate cargo for export and a temporary port used in
Greenland to load the northernmost dry bulk cargo ever carried. As a result of efforts such as these, in some cases the Company is the de facto logistics
department for certain clients.
The Company’s core offering is the safe, reliable, and timely loading, carriage, and discharge of cargoes for customers. This offering requires identifying
customers, agreeing on the terms of service, selecting a vessel to undertake the voyage, working with port personnel to load and discharge cargo, and
documenting the transfers of title upon loading or discharge of the cargo. As a result, the Company spends significant time and resources to identify and
retain customers and source potential cargoes in its areas of operation. To further expand its customer base and potential cargoes, the Company has
developed expertise in servicing ports and routes subject to severe ice conditions.
8
As of March 17, 2025, the Company operates its fleet of 41 owned or partially owned vessels, which are described in the table below:
Vessel Name
Type
DWT
Year Built
Yard
m/v Bulk Endurance
Ultramax (Ice Class 1C)
59,450
2017
Oshima Shipbuilding
m/v Bulk Destiny
Ultramax (Ice Class 1C)
59,450
2017
Oshima Shipbuilding
m/v Nordic Oasis
Panamax (Ice Class 1A)
76,180
2016
Oshima Shipbuilding
m/v Nordic Olympic
Panamax (Ice Class 1A)
76,180
2015
Oshima Shipbuilding
m/v Nordic Odin
Panamax (Ice Class 1A)
76,180
2015
Oshima Shipbuilding
m/v Nordic Oshima
Panamax (Ice Class 1A)
76,180
2014
Oshima Shipbuilding
m/v Nordic Orion
Panamax (Ice Class 1A)
75,603
2011
Oshima Shipbuilding
m/v Nordic Odyssey
Panamax (Ice Class 1A)
75,603
2010
Oshima Shipbuilding
m/v Bulk Valor
Supramax
58,105
2013
Tsuneishi Heavy Industries (Cebu)
m/v Bulk Friendship
Supramax
58,738
2011
Nantong Cosco Kawasaki HI
m/v Bulk Brenton
Supramax
57,676
2016
Tsuneishi (Cebu)
m/v Bulk Friendship
Supramax
57,676
2016
Tsuneishi (Cebu)
m/v Bulk Sachuest
Supramax
55,618
2010
Hyundai Vinashin
m/v Bulk Spirit
Supramax
52,950
2009
Oshima Shipbuilding
m/v Bulk Independence
Supramax
56,548
2008
Yokohama
m/v Bulk Pride
Supramax
58,749
2008
Tsuneishi Group (Zhoushan) Shipbuilding Inc.
m/v Bulk Freedom
Supramax
52,454
2005
Tsuneishi Shipbuilding Co. Ltd.
m/v Bulk Prudence
Ultramax
61,330
2014
Imabari Shipbuilding
m/v Bulk Courageous
Ultramax
61,393
2013
Imabari Shipbuilding Company Limited (Imabari)
m/v Bulk Promise
Panamax
78,228
2013
Shin Kurushima Toyohashi Shipbuilding Company Limited
m/v Bulk Concord
Panamax
76,600
2009
Shin Kasado Dockyard Co. Ltd
m/v Bulk Xaymaca
Panamax
76,561
2006
Imabari SB Marugame
m/v Nordic Nuluujaak
Post Panamax (Ice Class 1A)
95,000
2021
Guangzhou Shipyard International Company Limited
m/v Nordic Qinngua
Post Panamax (Ice Class 1A)
95,000
2021
Guangzhou Shipyard International Company Limited
m/v Nordic Sanngijuq
Post Panamax (Ice Class 1A)
95,000
2021
Guangzhou Shipyard International Company Limited
m/v Nordic Siku
Post Panamax (Ice Class 1A)
95,000
2021
Guangzhou Shipyard International Company Limited
m/v Strategic fortitude
Handysize
37,829
2016
Imabari Shipyard, Japan
m/v Strategic resolve
Handysize
38,872
2015
CSIC: Shanhaiguan Shipyard, China
m/v Strategic explorer
Handysize
39,879
2015
CSIC: Tianjin Xingang SB, China
m/v Strategic entity
Handysize
39,880
2015
CSIC: Tianjin Xingang SB, China
m/v Strategic synergy
Handysize
39,865
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic alliance
Handysize
39,848
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic unity
Handysize
39,820
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic harmony
Handysize
39,879
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic equity
Handysize
39,839
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic venture
Handysize
39,784
2014
CSIC: Tianjin Xingang SB, China
m/v Strategic savannah
Handysize
35,542
2013
Taizhou Maple Leaf, China
m/v Strategic spirit
Handysize
37,190
2012
Hyundai Mipo, Korea
m/v Strategic vision
Handysize
37,186
2012
Hyundai Mipo, Korea
m/v Strategic tenacity
Handysize
36,851
2012
Hyundai Vinashin, Vietnam
m/v Strategic endeavor
Handysize
33,013
2010
Zhejiang Zhenghe Shipbuilding, China
Formerly known as m/v Bulk PODS
The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company
consolidates as variable interest entities in its consolidated financial statements.
On September 23, 2024, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Shipping Inc.
(“SSI”), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of
the Company (“Merger Sub”), pursuant to which Renaissance merged with and into Merger Sub, after which the separate existence of Merger Sub ceased
and Renaissance became a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, on December 30, 2024, the Company
acquired fifteen handy-size dry bulk vessels from SSI. Prior to the consummation of the Merger, the Company and SSI entered into an Investor and
Registration Rights Agreement (the “Investor Agreement”) pursuant to which the Company registered the
(1)
(1)
9
Common Shares issued to SSI in the Merger, together with other common shares held by SSI that were acquired after the Merger in open market
transactions, for resale pursuant to a registration statement under the Securities Act which was declared effective on January 30, 2025. The Investor
Agreement also provides SSI with certain pre-emptive rights and the right to designate up to two members to the Company’s board of directors. In
connection with the Transaction and in accordance with the Merger Agreement, the Company issued to SSI an aggregate of 18,059,342 shares of its
common stock.
For more information, please see our Merger Agreement filed as exhibit 10.16 hereto, and our Investor Agreement attached hereto as exhibit 10.17 to this
annual report.
In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an
independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post-Panamax vessels. The Company
took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of 2021. The
independent third party made additional contribution which increased their ownership interest in NBP to 50% at December 31, 2023. On October 3, 2024,
Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from HS Nordic
LLC for $19.18 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This
acquisition grants Pangaea 100% control over Nordic Bulk Partners.
The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax,
Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 48 vessels at any
one time during 2024 and 46 in 2023. In 2024, the Company owned interests in 41 vessels and chartered in another 216 for one or more voyages. In 2023,
the Company owned interests in 26 vessels and chartered in another 185 for one or more voyages. The Company generally charters in third-party vessels for
periods of less than nine months and, in most cases, less than six months. Chartered-in contracts are negotiated through third-party brokers, who are paid
commission on a percentage of charter cost. The Company believes that shorter-term charters afford it flexibility to match its variable costs to its customers’
service requirements and to respond quickly to market volatility. The Company also believes that this combination of owned and chartered-in vessels helps
it to more efficiently match its customer demand than the Company could with only owned vessels or an entirely chartered-in fleet.
Corporate Structure
The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014. The Company’s principal
executives operate from the offices of its wholly-owned subsidiary Phoenix Bulk Carriers (US) LLC, which is located at 109 Long Wharf, Newport, Rhode
Island 02840.The phone number at that address is (401) 846-7790. The Company also has offices in Copenhagen, Denmark, Athens, Greece and Singapore.
The Company’s corporate website address is http://www.pangaeals.com.
As of March 17, 2025, the Company’s significant subsidiaries are as follows:
Company Name
Country of Organization
Proportion of Ownership
Interest
Footnote
Americas Bulk Transport (BVI) Limited
British Virgin Islands
100%
(A)
Phoenix Bulk Management Bermuda Limited
Bermuda
100%
(B)
Pangaea Logistics Solutions (BVI) Limited (“Pangaea BVI”)
British Virgin Islands
100%
(C)
Bulk Ocean Shipping Company (Bermuda) Ltd.
Bermuda
100%
(D)
Phoenix Bulk Carriers (US) LLC
Delaware
100%
(E)
Allseas Logistics Bermuda Ltd.
Bermuda
100%
(F)
Bulk Trident Ltd. (“Bulk Trident”)
Bermuda
100%
(G)
Pangaea Logistics Solutions Denmark A/S. ("Pangaea Denmark") (formerly known
as Nordic Bulk Carriers A/S)
Denmark
100%
(H)
Nordic Bulk Ventures (Cyprus) Limited ("NBV")
Cyprus
100%
(H)
109 Long Wharf LLC (“Long Wharf”)
Delaware
100%
(I)
Bulk Nordic Oshima (MI) Corp. (“Bulk Oshima”)
Marshall Islands
67%
(J)
Bulk Nordic Odin (MI) Corp. (“Bulk Odin”)
Marshall Islands
67%
(J)
Bulk Nordic Olympic (MI) Corp. (“Bulk Olympic”)
Marshall Islands
67%
(J)
Bulk Nordic Oasis (MI) Corp.. (“Bulk Oasis”)
Marshall Islands
67%
(J)
Bulk Nordic Odyssey Corp. (MI) ("Bulk Odyssey")
Marshall Islands
67%
(J)
Bulk Nordic Orion Corp. (MI) ("Bulk Orion")
Marshall Islands
67%
(J)
Nordic Bulk Holding Company Ltd. (“NBHC”)
Bermuda
67%
(L)
10
Company Name
Country of Organization
Proportion of Ownership
Interest
Footnote
Bulk Courageous Corp. ("Bulk Courageous")
Marshall Islands
100%
(G)
Bulk Phoenix Ltd. ("Bulk Newport")
Bermuda
100%
(G)
Bulk Valor Corp. ("Bulk Valor")
Marshall Islands
100%
(G)
Bulk Promise Corp. ("Bulk Promise")
Marshall Islands
100%
(G)
Bulk Nordic Five Ltd. (“Five”)
Bermuda
100%
(G)
Bulk Nordic Seven LLC (“Seven”)
Marshall Islands
100%
(G)
Bulk Nordic Eight LLC (“Eight”)
Marshall Islands
100%
(G)
Bulk Nordic Nine LLC (“Nine”)
Marshall Islands
100%
(G)
Bulk Nordic Ten LLC (“Ten”)
Marshall Islands
100%
(G)
Nordic Bulk Partners LLC (“NBP”)
Marshall Islands
100%
(M)
Nordic Bulk Ventures Holding Company Ltd. (“BVH”)
Bermuda
100%
(K)
Bulk Freedom Corp. ("Bulk Freedom")
Marshall Islands
100%
(G)
Bulk Pride Corp. ("Bulk Pride")
Marshall Islands
100%
(G)
Bulk Independence Corp. ("Bulk Independence")
Marshall Islands
100%
(G)
Bulk Friendship Corp. ("Bulk Friendship")
Marshall Islands
100%
(G)
Phoenix Bulk 25 Corp. ("Phoenix Bulk 25")
Marshall Islands
100%
(G)
Bulk Endurance (MI) Corp. (“Bulk Endurance")
Marshall Islands
100%
(G)
Bulk Brenton (MI) Corp. (“Bulk Brenton")
Marshall Islands
100%
(G)
Bulk Patience (MI) Corp. (“Bulk Patience")
Marshall Islands
100%
(G)
Bulk Sachuest Corp. ("Bulk Sachuest")
Marshall Islands
100%
(G)
Bulk Prudence Corp. ("Bulk Prudence")
Marshall Islands
100%
(G)
Venture Logistics NL Inc. ("VLNL")
Canada
50%
(N)
Flintstone Ventures Limited ("FVL")
Newfoundland and Labrador
100%
(O)
Seamar Management S.A.
Greece
51%
(P)
Bulk PODS Ltd. ("Bulk PODS")
Marshall Islands
100%
(G)
Bulk Spirit Ltd. ("Bulk Spirit")
Marshall Islands
100%
(G)
Pangaea Logistics Solutions Singapore Pte. Ltd.
Singapore
100%
(H)
Narragansett Bulk Carriers (US) Corp.
Rhode Island
100%
(H)
Patriot Stevedoring & Logistics, LLC
Massachusetts
50%
(Q)
Bay Stevedoring LLC
Delaware
100%
(R)
Pangaea Logistics Solutions (US) LLC ("PANL US")
Delaware
100%
(S)
Pangaea Baltimore LLC
Delaware
100%
(R)
Pangaea Port Everglades LLC
Delaware
100%
(R)
Pangaea Florida LLC
Delaware
100%
(R)
Pangaea Texas LLC
Texas
100%
(R)
Renaissance Holdings LLC
Marshall Islands
100%
(A)
RHI Alliance Pte. Ltd. (“SBC Alliance”)
Singapore
100%
(G)
RHI Synergy Pte. Ltd. (“SBC Synergy”)
Singapore
100%
(G)
RHI Unity Pte. Ltd. (“SBC Unity”)
Singapore
100%
(G)
RHI Fortitude Pte. Ltd. (“SBC Fortitude”)
Singapore
100%
(G)
RHI Savannah Pte. Ltd. (“SBC Savannah”)
Singapore
100%
(G)
RHI Tenacity Pte. Ltd. (“SBC Tenacity”)
Singapore
100%
(G)
SBC Endeavor LLC ("SBC Endeavor")
Marshall Islands
100%
(G)
SBC Endeavor Pte. Ltd. ("SBC Endeavor")
Singapore
100%
(G)
SBC Resolve LLC ("SBC Resolve")
Marshall Islands
100%
(G)
SBC Resolve Pte. Ltd. ("SBC Resolve")
Singapore
100%
(G)
SBC Vision LLC ("SBC Vision")
Marshall Islands
100%
(G)
SBC Vision Pte. Ltd. ("SBC Vision")
Singapore
100%
(G)
SBC Explorer LLC ("SBC Explorer")
Marshall Islands
100%
(G)
SBC Explorer Pte. Ltd. ("SBC Explorer")
Singapore
100%
(G)
SBC Entity LLC ("SBC Entity")
Marshall Islands
100%
(G)
SBC Entity Pte. Ltd. ("SBC Entity")
Singapore
100%
(G)
SBC Spirit LLC ("SBC Spirit")
Marshall Islands
100%
(G)
11
Company Name
Country of Organization
Proportion of Ownership
Interest
Footnote
SBC Spirit Pte. Ltd. ("SBC Spirit")
Singapore
100%
(G)
SBC Venture Pte. Ltd. ("SBC Venture")
Singapore
100%
(G)
SBC Equity Pte. Ltd. ("SBC Equity")
Singapore
100%
(G)
SBC Harmony Pte. Ltd. ("SBC Harmony")
Singapore
100%
(G)
(A) The primary purpose of this corporation is to manage and operate ocean going vessels.
(B) The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC.
(C) The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships. Formerly known as Phoenix Bulk
Carriers (BVI) Limited.
(D) The primary purpose of this corporation is to manage the fuel procurement for all vessels.
(E) The primary purpose of this corporation is to act as the U.S. administrative agent for the Company.
(F) The primary purpose of this corporation is to act as the treasury agent for the Company.
(G) The primary purpose of these entities is owning bulk carriers.
(H) The primary purpose of these entities is to provide logistics services to customers by chartering, managing and operating ships. NBV is the holding company of Pangaea
Denmark. Formerly known as Nordic Bulk Carriers A/S.
(I)
Long Wharf is a limited liability company duly organized under the laws of Delaware for the purpose of holding real estate located in Newport, Rhode Island.
(J)
The primary purpose of these entities is owning bulk carriers. These companies are wholly-owned by NBHC, which is two-third owned by the Company.
(K) The primary purpose of this entity is to hold the Company's interest in vessel owning companies.
(L) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries. The Company’s interest in Bulk Odyssey, Bulk Orion, Bulk
Oshima, Bulk Olympic, Bulk Odin and Bulk Oasis is through its interest in NBHC.
(M) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries.
(N) The primary purpose of VLNL is to own and operate the deck barge Miss Nora G. Pearl.
(O) The primary purpose of FVL is the carriage of specialized cargo.
(P) This entity is the technical manager of 16 vessels owned and operated by the Company.
(Q) The primary purpose of the company is to manage and operate the Brayton Point Commerce Center Marine Terminal.
(R) The primary purpose of the company is to manage and operate port terminals.
(S) The primary purpose of the company is to manage U.S.-based business activities.
Crewing and Employees
Each of our vessels is crewed with 20-25 independently contracted officers and crew members and, on certain vessels, directly contracted officers. Our
technical managers are responsible for locating, contracting and retaining qualified officers for its vessels. The crewing agencies handle each crew
member’s training, travel and payroll, and ensure that all the crew members on its vessels have the qualifications and licenses required to comply with
international regulations and shipping conventions. The Company typically has more crew members on board than are required by the country of the
vessel’s flag in order to allow for the performance of routine maintenance duties.
The Company employs approximately 170 shore-based personnel and has approximately 900 independently contracted seagoing personnel on its owned
vessels. The shore-based personnel are employed in the United States, Athens, Copenhagen and Singapore.
Competition
The Company operates in markets that are highly competitive and based primarily on supply and demand for ocean transport of drybulk commodities. The
Company competes for COAs on the basis of service, price, route history, size, age and condition of the vessel and for charters on the basis of service, price,
vessel availability, size, age and condition of the vessel, as well as on its reputation as an owner and operator. The Company principally competes with
owners and operators of Panamax, Supramax, Ultramax, Handymax and Handysize bulk carriers. The Company attempts to differentiate itself from other
owners and operators by extending its services to support more of its customers' supply chains and concentrates on established niche markets.
Seasonality
Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-
to-quarter volatility in the Company's operating results. The dry bulk carrier market is typically stronger in the fall months in anticipation of increased
consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in
the Northern and Southern
12
Atlantic trades. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. The
Company may earn higher margins on ice-class business in winter and during severe ice trading.
Permits and Authorizations
The Company is required by various governmental and quasi-governmental agencies to obtain certain permits and certificates with respect to its vessels.
The kinds of permits and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates,
the nationality of the vessel’s crew and the age of the vessel. The Company has been able to obtain all permits and certificates currently required to permit
its vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase
the cost of doing business.
Environmental and Other Regulations
Government regulation and laws significantly affect the ownership and operation of the Company's vessels. The Company is subject to international
conventions and treaties, national, state and local laws and regulations in force in the countries in which its vessels may operate or are registered. These
regulations relate to safety, health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and
non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and
other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.
A variety of government and private entities subject the Company’s vessels to both scheduled and unscheduled inspections. These entities include the local
port authorities (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administrations (countries of registry),
charterers and terminal operators. Certain of these entities require them to obtain permits, certificates or approvals for the operation of its vessels. Failure to
maintain necessary permits, certificates or approvals could require it to incur substantial costs or temporarily suspend the operation of one or more of its
vessels.
Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. The Company is required to
maintain operating standards for all of its vessels that emphasize operational safety, quality maintenance, continuous training of its officers and crews and
compliance with United States and international regulations. The Company believes that the operation of its vessels is in substantial compliance with
applicable environmental laws and regulations and that its vessels have all material permits, certificates or other approvals necessary for the conduct of its
operations as of the date of this Form 10-K. However, because such laws and regulations are frequently changed and may impose increasingly strict
requirements, the Company cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value
or useful lives of its vessels. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse
environmental impact could result in additional legislation or regulation that could negatively affect the Company’s profitability.
As a global logistics provider, headquartered in the United States, we recognize the impacts of our actions and are focused on establishing safe, responsible,
and sustainable policies and practices that will enhance our business for the long term. Transparency is an important step toward sustainability in our
industry and we were pleased to present our third concise Environmental, Social and Governance (ESG) report based on the Marine Transportation
framework developed by the Sustainability Accounting Standards Board (SASB) during 2023. More specifically over the past several years we have taken
steps to integrate ESG into operations, including:
1.
Renewed our owned fleet with modern second hand and newbuilding vessels with lower overall fuel consumption than
older vessels in order to reduce our fleet’s greenhouse gas emissions. The Company took delivery of four Post Panamax vessels in 2021, which has
significantly improved the fleet's emissions profile. The improvement is measured by fuel consumption per deadweight ton.
2.
We utilize performance monitoring and weather routing services on both our owned and our chartered fleet. Using
sophisticated forecasting algorithms and machine learning, we optimize the speed of our vessels by considering
commercial and environmental concerns while reducing the amount of fuel consumed when the ships encounter adverse
weather and/or currents;
3.
We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels.
Through the SEEMP, we ensure that all our ships are operated efficiently by:
a.
Optimizing the speed of the vessels;
13
b.
Making course changes to avoid higher fuel consumption caused by rough weather;
c.
Hull cleaning in dry dock to improve speed and reduce fuel consumption;
4.
For our chartered-in fleet we seek to employ the most fuel efficient designs available;
5.
Ballast water treatment systems are currently installed on all vessels;
6.
Use of environmental consultants to assess and improve terminal operations. As the Company expands its operations to ports and terminals, it
becomes more exposed to environmental requirements and regulations ashore.
International Maritime Organization
The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution
from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the
International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL
Convention"). MARPOL entered into force on October 2, 1983 and establishes environmental standards related to oil leakage or spilling, air emissions,
garbage management, sewage, and handling and disposal of noxious liquids, including harmful substances in packaged form. It has been adopted by over
150 nations, including many of the jurisdictions in which the Company's vessels operate. MARPOL sets forth pollution-prevention requirements applicable
to drybulk carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil
leakage or spilling; Annexes II and III relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; and Annexes IV and V relate
to sewage and garbage management, respectively. Annex VI, separately adopted by the IMO in September of 1997, relates to air emissions. New
emissions standards, titled IMO-2020, took effect on January 1, 2020.
In 2013, the IMO's Marine Environmental Protection Committee, or the "MEPC," adopted a resolution amending MARPOL Annex I Condition Assessment
Scheme, or "CAS." These amendments became effective on October 1, 2014 and require compliance with the 2011 International Code on the Enhanced
Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or "ESP Code," which provides for enhanced inspection programs. The
Company may need to make certain financial expenditures to comply with these amendments in the future, which could be significant.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur
oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of “ozone depleting substances,” defined to
include certain halons and chlorofluorocarbons. Deliberate emissions are not limited to times when the ship is at sea; they can for example include
discharges occurring in the course of the ship’s repair and maintenance. Emissions of “volatile organic compounds” from certain tankers, and the shipboard
incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited. Annex
VI also includes a global cap on the sulfur content of fuel oil (see below).
The IMO’s Marine Environment Protection Committee, or MEPC, adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide,
particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The Amended Annex VI seeks to further reduce air pollution
by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard ships. On October 27, 2016,
MEPC 70 agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be
met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are now required to obtain bunker delivery notes
and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to
Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted
with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent
emissions controls, and may cause us to incur substantial costs, including those related to the purchase, installation and operation of scrubbers and the
purchase of compliant fuel oil.
Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA
were not permitted to use fuel with sulfur content in excess of 0.1% m/m. The amended Annex VI establishes procedures for designating new ECAs.
Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American
area and United States Caribbean area. The
14
Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations will begin May 1, 2025. Ocean-going vessels in these areas will be subject
to stringent emission controls and may cause us to incur additional costs. Certain ports in which our vessels call, including China and Singapore, are
currently or may become subject to local regulations that impose stricter emission controls. In July 2023, MEPC 80 announced three new ECA proposals,
including the Canadian Arctic waters and the North-East Atlantic Ocean, which were adopted in draft amendments to Annex IV that will enter into force in
March 2026. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port
operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations
could entail significant capital expenditures or otherwise increase the costs of our operations. Refer to “Capital Expenditures” in Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations and “We are subject to regulation and liability under environmental and
operational safety laws that could require significant expenditures or subject us to increased liability” in Item 1A. Risk Factors for further details of our plan
for compliance and potential costs.
The amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of
installation. Tier III Nitrogen Oxide (NOx) standards were designed for the control of NOx produced by vessels and apply to ships that operate in the North
American and U.S. Caribbean Sea ECAs with marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply
to additional areas designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for
nitrogen oxide for ships built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010 and we
are compliant with the Tier I and Tier II requirements for NOx emissions under the EPA standards and Annex VI. We do not currently own any vessels
subject to the Tier III requirements, although we may acquire such vessels in the future. As a result of these designations or similar future designations, we
may be required to incur additional operating or other costs.
At MEPC 70, Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and
report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO used
such data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and
implement Ship Energy Efficiency Management Plans (“SEEMP”), and new ships must be designed in compliance with minimum energy efficiency levels
per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy
efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3”
requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.
Additionally, in 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce
requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of
international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship
Index (“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”). The attained
EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With
respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved
against a determined required annual operational CII. All ships above 400 gross tonnage must also have an approved SEEMP on board. For ships above
5,000 gross tonnage, the SEEMP needs to include certain mandatory content. That same year, MEPC 75 amended MARPOL Annex I to prohibit the use and
carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. In 2021, MEPC 77 adopted a non-binding resolution
which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships
and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for
existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. MEPC 79 also revised the EEDI calculation
guidelines to include a CO2 conversion factor for ethane, a reference to
15
the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be
used when determining the deadweight. The amendments entered into force on May 1, 2024. In July 2023, MEPC 80 approved the plan for reviewing CII
regulations and guidelines, which must be completed at the latest by January 1, 2026. This review commenced at MEPC 82 in Fall 2024, and there will be
no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the
installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. The
Company plans to continue to invest in its existing fleet to improve fuel efficiency and comply with these revised standards through its comprehensive IMO
2023 plan.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for
Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that
our vessels are in substantial compliance with SOLAS and LLMC standards.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention
(the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of
a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy
setting forth instructions and procedures for operating its vessels safely and for responding to emergencies. We rely upon the safety management system that
we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply
with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a
denial of access to, or detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a
vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its
manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. GSSM has valid documents of compliance for our
offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety
management certificate are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength,
integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012,
with July 1, 2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction
standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length
and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional
requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the
International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) the provisions for radioactive
material, reflecting the latest provisions from the International Atomic Energy Agency, (2) marking, packing and classification requirements for dangerous
goods, and (3) mandatory training requirements. Amendments that took effect on January 1, 2020, also reflect the latest material from the UN
Recommendations on the Transport of Dangerous Goods, including (1) provisions regarding IMO type 9 tank, (2) abbreviations for segregation groups, and
(3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force
on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for
medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation
provisions. The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February
2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW
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certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW
requirements into their class rules, to undertake surveys to confirm compliance.
The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water
(the “Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and
rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures
regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017,
and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or
renewal survey.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime
industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are
encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their first annual Document of Compliance
audit after January 1, 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system.
This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital
expenditures. The impact of future regulations is hard to predict at this time.
In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe
mooring operations, (2) the Global Maritime Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-
isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new requirements may impact the cost of our
operations.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to
such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the
“BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their
ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and
sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be
replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water
management certificate.
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the
entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date
“existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention
(IOPP) renewal survey following entry into force of the convention.
The MEPC maintainsguidelines for approval of ballast water management systems (G8). At MEPC 72, amendments were adopted to extend the date
existing vessels are subject to certain ballast water standards. Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the
exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed
to be discharged, and compliance dates vary depending on the IOPP renewal dates. The standards have been in force since 2019, and for most ships,
compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water management
systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical
characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). Since September 8, 2024, all ships have been
required to meet the D-2 standard. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted
amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when
performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM
Convention. These amendments entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for
temporary storage of treated sewage and grey water. MEPC 79 also
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established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be
used as a last resort.
In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development
of a package of amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning
the form of the Ballast Water Record Book, which are expected to enter into force in February 2025. A protocol for ballast water compliance monitoring
devices and unified interpretation of the form of the BWM Convention certificate were also adopted. In March 2024, MEPC 81 adopted amendments to the
BWM Convention concerning the use of Ballast Water Record Books in electronic form, which are expected to enter into force in October 2025. Pursuant to
the ongoing review, in Fall 2024, MEPC 82 approved the 2024 Guidance on ballast water record keeping and reporting and the 2024 Guidance for
Administrations on the type approval process for ballast water management systems to support harmonized evaluation by Administrations.
Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for
ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels
from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its
waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting
requirements. The system specification requirements for trading in the U.S. have been formalized and we have been installing ballast water treatment
systems on our vessels as their special survey deadlines come due. These ballast water treatment systems range in cost from $0.5 million to $0.7 million
each, primarily dependent on the size of the vessel. Refer to “Capital Expenditures” section for further information.
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and
1992, and amended in 2000 (the “CLC”). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol
to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of
persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency
unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit
liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol where the spill is caused by the
shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000
tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have
protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards”
to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance
coverage is in force.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability
on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states
caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution
damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated
in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is
determined by the national or other domestic laws in the jurisdiction where the events or damages occur.
Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States
where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the
basis of fault or on a strict-liability basis.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The
Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of
mollusks and other sea life to the hulls of vessels. The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of
September 17, 2008, either not contain
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the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds. Vessels of over
400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an
International Anti-fouling System Certificate, or the “IAFS Certificate,” is issued for the first time; and subsequent surveys when the anti-fouling systems
are altered or replaced. Vessels of 24 meters in length or more but less than 400 gross tonnage engaged in international voyages will have to carry a
Declaration on Anti-fouling Systems signed by the owner or authorized agent.
In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which
would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that
date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been updated to address
compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS
Certificate no later than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not
contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at
MEPC 76 in June 2021, and entered into force on January 1, 2023.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases
in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union
authorities prohibit vessels not in compliance with the ISM Code by applicable deadlines from trading in U.S. and European Union ports, respectively. As
of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the
future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the
IMO and what effect, if any, such regulations might have on our operations.
International Code for Ships Operating in Polar Waters
The IMO in November 2014 adopted the International Code for Ships Operating in Polar Waters (the “Polar Code”), and related amendments to the
International Convention for the Safety of Life at Sea (“SOLAS”) to make it mandatory. The Polar Code, which entered into force on January 1, 2017,
covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in
the waters surrounding the two poles.
The Polar Code is mandatory under both SOLAS and MARPOL because it contains both safety and environment related provisions. The MEPC adopted the
Polar Code and associated MARPOL amendments in May 2015.
The U.S. Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act
The Oil Pollution Act of 1990, ("OPA"), established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil
spills. OPA affects all “owners and operators” whose vessels trade or operate within the United States, its territories and possessions or whose vessels
operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.
The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the
discharge of hazardous substances other than oil, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as
any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact the Company’s operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or
omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened
discharges of oil from their vessels. OPA defines these other damages broadly to include:
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•
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
•
injury to, or economic losses resulting from, the destruction of real and personal property;
•
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
•
loss of subsistence use of natural resources that are injured, destroyed or lost;
•
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
•
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety
or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 31, 2015, the U.S. Coast Guard
adjusted the limits of OPA liability for non-tank vessels (e.g. drybulk) to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for
inflation). Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels,
to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).
These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating
regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence
or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law
where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal
activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on
the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages
for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health
effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act
of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the
greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of
response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of
the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the
responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel
is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and
operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the maximum amount of
liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by
providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee.
Incidents such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico may result in additional regulatory initiatives or statutes, including the raising
of liability caps under OPA (which were raised on December 31, 2015). Compliance with any new requirements of OPA may substantially impact the
Company’s cost of operations or require it to incur additional expenses to comply with any new regulatory initiatives or statutes. Additional legislation or
regulations applicable to the operation of its vessels that may be implemented in the future could adversely affect its business.
The Company currently maintains pollution liability coverage insurance in the amount of $1.0 billion per incident for each of the Company’s vessels. If the
damages from a catastrophic spill were to exceed the Company’s insurance coverage it could have an adverse effect on its business and results of operation.
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OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries,
provided they accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for
oil spills, and many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for
removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. Moreover, some states have enacted legislation providing
for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted such legislation have not yet issued
implementing regulations defining vessel owners’ responsibilities under these laws. These laws may be more stringent than U.S. federal law. The Company
intends to comply with all applicable state regulations in the ports where its vessels call. The Company believes that it is in substantial compliance with all
applicable existing state requirements. In addition, the Company intends to comply with all future applicable state regulations in the ports where its vessels
call.
Other United States Environmental Initiatives
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a
duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial
liability for the costs of removal, remediation and damages, and complements the remedies available under OPA and CERCLA.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our
vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial
costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental
to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law
on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial
vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for
exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management
regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved
USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the
regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within
two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s
promulgation of standards. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that
the USCG must now develop corresponding regulations regarding ballast water within two years of that date. Under VIDA, all provisions of the 2013 VGP
and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-
military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice
of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with
the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of
other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including
minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of
the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of
vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for
pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the
Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from
maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions
annually, which may cause us to incur additional expenses.
The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as
determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on
substandard ships and enacted a minimum ban period and a definitive ban for
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repeated offenses. The regulations also provided the European Union with greater authority and control over classification societies, by imposing more
requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has
implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending
Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a
0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so-called “SOx-Emission
Control Area”). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with
a 0.5% maximum sulfur content.
On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon
market, the EU Emissions Trading System (“EU ETS”) as part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030
as compared to 1990 levels. This will require shipowners to buy permits to cover these emissions. On December 18, 2022, the Environmental Council and
European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping
companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for
2026. Most large vessels will be included in the scope of the EU ETS from the start. Big offshore vessels of 5,000 gross tonnage and above will be included
in the 'MRV' on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027.
General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU
ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional
greenhouse gases: nitrous oxide and methane. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to
properly incorporate the provisions of the Directive into our business routines. A
Additionally, on July 25, 2023, the European Council of the European Union adopted the Maritime Fuel Regulation under the Fuel EU Initiative of its “Fit-
for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, the
Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional
reductions contemplated every five years (up to 80% from January 1, 2050).
Additional EU regulations which are part of the EU’s "Fit-for-55," could also affect our financial position in terms of compliance and administration costs
when they take effect.
Greenhouse Gas Regulation
Our industry currently is heavily dependent on the consumption of fossil fuels, which has been linked by certain experts to greenhouse gas emissions and
the warming of the global climate system. We are committed to working to reduce our carbon footprint, including by transitioning to low-carbon fuels while
continuing to deliver for our customers. Our governance, strategy, risk management and performance monitoring efforts with respect to managing this
challenge continue to evolve.
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol of the United Nations Framework
Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national
programs to reduce greenhouse gas emissions. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions
on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen
Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris
resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S.
initially entered into the agreement, but on June 1, 2017, the Trump administration announced that the United States intended to withdraw from the Paris
Agreement, and the withdrawal became effective on November 4, 2020. On January 20, 2021, the Biden administration issued an executive order to rejoin
the Paris Agreement, which the U.S. officially rejoined on February 19, 2021. In January 2025, President Trump signed an executive order to begin the
withdrawal of the United States from the Paris Agreement.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse
gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce
greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reduce greenhouse gas emissions, and notes that technological
innovation, alternative fuels and/or energy
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sources for international shipping will be integral to achieve the ambitions. At MEPC 77, the Member States agreed to initiate the revision of the Initial
IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the “levels of ambition.” In July 2023, MEPC 80 adopted the
2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition. The revised levels of ambition
include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international
shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources; and (4) achieving net zero GHG. Furthermore, the
following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: i) reduce the total annual greenhouse
gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and ii). reduce the total annual greenhouse
gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels. In March 2024, MEPC 81 further developed
the goal-based marine fuel standard regulating the phased reduction of marine fuel's GHG intensity as part of its mid-term measures. In Fall 2024, MEPC 82
made further progress on the development of these mid-term measures, and the Committee is expected to approve amendments at MEPC 83 (Spring 2025)
for adoption in October 2025. These regulations could cause us to incur additional substantial expenses.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also
committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000
gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate
Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package. As part of this
initiative, the European Union’s carbon market, EU ETS has been extended to cover CO2 emissions from all large ships entering EU ports starting January
2024..
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas
emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017,
the Trump administration issued an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and on August 13,
2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. In early
2021, the Biden administration directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. The resulting final rule
was issued in December 2023. Such rules may be subject to revision or revocation following the change in federal administration beginning in 2025. The
EPA or individual states could enact these or other environmental regulations that could affect our operations.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty
adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make
significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may
be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.
International Labor Organization
The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”).
A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are
500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in
another country. We believe that all of our vessels are in substantial compliance with and are certified to meet MLC 2006.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the
U.S. Maritime Transportation Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, the USCG issued regulations requiring the
implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and
facilities, some of which are regulated by the EPA.
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Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the
International Ship and Port Facility Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against
terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved
by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The
various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to
provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information
on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but
only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a
continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on
which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s)
and their registered address; and compliance with flag state security certification requirements.
The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures,
provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS
Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures addressed by
MTSA, the SOLAS Convention and the ISPS Code.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of
Somalia, including the Gulf of Aden and Arabian Sea area, as well as off the coast of Western Africa. Substantial loss of revenue and other costs may be
incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are
incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5
industry standard.
Inspection by Classification Societies
Every oceangoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the
vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international
conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting
on behalf of the authorities concerned.
The classification society also undertakes, as requested, other surveys that may be required by the vessel's flag state. These surveys are subject to
agreements made with the vessel owner and/or to the regulations of the country concerned.
For maintenance of the class certification, annual, intermediate and special surveys of hull and machinery, including the electrical plant, and any special
equipment, are required to be performed as follows:
•
Annual Surveys: For seagoing ships, annual surveys are conducted within three months, before or after each anniversary of the class period indicated
in the certificate.
•
Intermediate Surveys: Extended surveys are referred to as intermediate surveys and are typically conducted two and one-half years after
commissioning, and two and one-half years after each class renewal. Intermediate surveys are to be carried out at or between the occasion of the
second or third annual survey.
•
Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out at the intervals indicated by the character of
classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel
structures. If the steel thickness is found to be less than class requirements, the classification society would prescribe steel renewals which require
drydocking of the vessel. The classification society may grant a one-year grace period for completion of the special survey. Substantial costs may be
incurred for steel renewal in order to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or
five years, depending on whether a grace period was granted, a shipowner has the option of arranging with the classification society for the vessel’s
hull or machinery to be on a continuous survey cycle, in which case every part of the vessel would be surveyed on a continuous five-year cycle. This
process is referred to as continuous class renewal.
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All areas subject to survey, as defined by the classification society, are required to be surveyed at least once per class period unless shorter intervals between
surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
Most vessels undergo regulatory inspection of the underwater parts every 30 to 36 months. If any defects are found, the classification surveyor will issue a
recommendation which must be rectified by the ship owner within prescribed time limits.
The Company expects to perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million. The Company expects to perform
four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and
related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member
of the International Association of Classification Societies. All of the Company’s vessels are certified by Det Norske Veritas, Nippon Kaiji Kiokai or Bureau
Veritas. All new and second-hand vessels that the Company purchases must be certified prior to delivery under its standard purchase contracts, referred to as
the memorandum of agreement or ship building contracts. Certification of second-hand vessels must be verified by a Class Maintenance Certificate issued
within 72 hours prior to delivery. If the vessel is not certified on the date of closing, the Company has the option to cancel the agreement on the basis of
Seller’s default, and not take delivery of the vessel.
Risk of Loss and Insurance
General
The operation of any dry bulk vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage, and business interruption due
to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is an inherent possibility of marine disaster, including oil spills
(e.g. fuel oil) and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes
virtually unlimited liability for certain oil pollution accidents upon owners, operators and demise charterers of vessels trading in the United States exclusive
economic zone, has made liability insurance more expensive for ship owners and operators trading in the U.S. market.
The Company maintains hull and machinery insurance, war risks insurance, protection and indemnity cover and freight, demurrage and defense cover for its
owned fleet at amounts it believes address the normal risks of its operations. The Company may not be able to maintain this level of coverage throughout a
vessel’s useful life. Furthermore, while the Company believes that its current insurance coverage is adequate, not all risks can be insured, and there can be
no guarantee that any specific claim will be paid, or that the Company will always be able to obtain adequate insurance coverage at reasonable rates.
Hull & Machinery and War Risks Insurance
The Company maintains marine hull and machinery and war risks insurances, which cover the risk of actual or constructive total loss, for all of its vessels.
Vessels are insured for their fair market value, at a minimum, with a deductible of $100,000 per vessel per incident.
Protection and Indemnity Insurance
Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual protection and indemnity associations, or P&I
Associations, which insure the Company’s third party liabilities in connection with its shipping activities. This includes third-party liability and other related
expenses resulting from the injury, illness or death of crew, passengers and other third parties, the loss or damage to cargo, claims arising from collisions
with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including
wreck removal. Subject to the “capping” discussed below, the Company’s coverage, except for pollution, is unlimited.
The Company’s current protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The 12 P&I Associations that
comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each
association’s liabilities. As a member of a P&I Association, which is a member of the International Group, the Company is subject to calls payable to the
associations based on the group’s claim records as well as the claim records of all other members of the individual associations and members of the pool of
P&I Associations comprising the International Group.
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Exchange Controls
The Company is an exempted company organized under the Bermuda Companies Act. The Bermuda Companies Act differs in some material respects from
laws generally applicable to United States companies and their stockholders. However, a general permission issued by the Bermuda Monetary Authority,
("BMA"), results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda. Each
shareholder, whether a resident or non-resident of Bermuda, is entitled to one vote for each share of stock held by the shareholder.
Although the Company is incorporated in Bermuda, the Company is classified as a non-resident of Bermuda for exchange control purposes by the BMA.
Other than transferring Bermuda Dollars out of Bermuda, there are no restrictions on its ability to transfer funds into and out of Bermuda or to pay
dividends in currency other than Bermuda Dollars to U.S. residents (or other non-residents of Bermuda) who are holders of its common shares.
In accordance with Bermuda law, share certificates may be issued only in the names of corporations, individuals or legal persons. In the case of an applicant
acting in a special capacity (for example, as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the
applicant is acting. Notwithstanding the recording of any such special capacity, the Company is not bound to investigate or incur any responsibility in
respect of the proper administration of any such estate or trust.
The Company will take no notice of any trust applicable to any of its shares or other securities whether or not the Company had notice of such trust.
INDUSTRY AND MARKET CONDITIONS
Market Overview
Ocean going vessels represent the most efficient and often the only means of transporting large volumes of dry cargo over long distances. Dry bulk cargo
includes both major and minor commodities such as coal, iron ore, grain, bauxite, cement clinker, and limestone. Dry bulk trade is influenced by the
underlying demand for the dry bulk commodities which in turn is influenced by the level of global economic activity.
The world’s fleet of vessels dedicated to carrying dry bulk cargoes is traditionally divided into six major categories, based on a vessel’s cargo carrying
capacity. These categories are: Handysize, Supramax, Ultramax, Panamax, Capesize and Very Large Ore Carrier. Certain routes and geographies are less
accessible to certain vessel sizes. For example, Panamax and Supramax vessels are the main dry bulk vessel types deployed in the Baltic due to draft
restrictions.
Dry bulk vessels are employed through a number of different chartering options. The most common are time charters, spot charters, and voyage charters.
Historically, charter rates have been volatile as they are driven by the underlying balance between vessel supply and demand. Ice class vessels, when
operating in ice-bound areas, usually command a rate premium to conventional trades.
Dry Bulk Shipping — the Main Participants
In the dry bulk shipping industry there are multiple functions, with individual parties carrying out one or more of such functions. In general, the principal
functions within dry bulk shipping are as follows:
•
Ship Owner or Registered Owner — Generally, this is an entity retaining the legal title of ownership over a vessel.
•
Ship Operator — Generally, this is an entity seeking to generate profit either through the chartering of ships (owned or chartered-in) to others, or from
the transportation of cargoes. Entities focusing on the transportation of cargoes may engage in chartering of ships to other entities, but those
companies focusing on chartering ships to other entities rarely act to carry cargoes for customers.
•
Shipmanager/Commercial Manager — This is an entity designated to be responsible for the day to day commercial management of the ship and the
best contact for the ship regarding commercial matters, including post fixture responsibilities, such as laytime, demurrage, insurance and charter
clauses. These companies undertake the activities of ship operators but, unlike a ship operator, they do not own or charter-in the vessels at their own
risk.
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•
Technical Manager — This is an entity specifically responsible for the technical operation and technical superintendence of a ship. This company may
also be responsible for hiring, training and supervising ship officers and crew, and for all aspects of the day to day operation of the fleet, including
repair work, spare parts inventory, re-engineering, surveys and dry-docking.
•
Cargo Owner — This is normally a producer (e.g., a miner), consumer (e.g., a steel mill) or trading house who requires transportation of cargo by a
cargo focused ship operator.
The Company participates in each of these capacities with the exception of cargo owner, although at rare opportunistic times the Company may purchase
cargo for resale after completion of a voyage.
The Freight Market
Dry bulk vessels are employed in the market through a number of different chartering options. The general terms typically found in these types of contracts
are described below.
•
Time Charter. A charter under which the vessel owner or operator is paid charterhire on a per-day basis for a specified period of time. Typically, the
shipowner receives semi-monthly charterhire payments on a U.S. dollar-per-day basis and is responsible for providing the crew and paying vessel
operating expenses, while the charterer is responsible for paying the voyage expenses and additional voyage insurance. The ship owner is also
responsible for the vessel’s intermediate and special survey (heavy mandatory maintenance) costs. Under time charters, including trip charters, the
charterer pays all voyage expenses including port, canal and bunker (fuel) costs.
•
Trip Charter. A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate.
•
Voyage Charter. A charter to carry a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms.
Most of these charters are of a single voyage nature, as trading patterns do not encourage round trip voyage trading. The ship operator receives
payment based on a price per ton of cargo loaded on board the vessel. The ship operator is responsible for the payment of all voyage expenses, as well
as the costs of owning or hiring the vessel.
•
Contract of Affreightment. A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the
service provider to nominate different vessels to perform the individual voyages. Essentially, it constitutes a series of voyage charters to carry a
specified amount of cargo during the term of the CoA, which usually spans a number of months or years. Freight normally is agreed on a U.S. dollar-
per-ton carried basis with bunker cost escalation or de-escalation adjustments.
•
Bareboat Charter. A bareboat charter involves the use of a vessel, usually over longer periods of time (several years). In this case, all voyage
expenses and vessel operating expenses, including maintenance, crewing and insurance, are paid for by the charterer. The owner of the vessel receives
monthly charterhire payments on a U.S. dollar per day basis and is responsible only for the payment of capital costs related to the vessel. A bareboat
charter is also known as a “demise charter” or a “time charter by demise.”
The Company primarily employs its vessels under voyage charters together with COAs and time charters.
Rates
In the time charter (period) market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed, size and fuel
consumption. In the voyage charter market, rates are influenced by cargo size, commodity, port dues, bunker prices, and canal transit fees, as well as
delivery and redelivery regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals
generally command higher rates. Voyages loading from a port where vessels usually discharge cargo, or discharging at a port where vessels usually load
cargo, are generally quoted at lower rates. These voyages are known as “backhaul” voyages.
In some cases, charters will include an additional payment known as a ballast bonus. A ballast bonus is a lump sum payment made to a shipowner or
operator (by the charterer) as compensation for delivering a ship in a particular loading region of the world. For a ship to enter a loading region, an empty
(ballast) leg may be required because there are no inbound cargoes. The ballast bonus should reflect the cost of the empty ballast in terms of time and fuel.
A typical fixture that involves a ballast bonus might be expressed as “freight hire of $10,000 per day, plus a ballast bonus of $100,000 lump sum”.
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Within the dry bulk shipping industry, the freight rate indices issued by the Baltic Exchange in London are the references most likely to be monitored. These
references are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic
Exchange by a panel of major shipbrokers. The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other
shipping players, provides daily independent shipping market information and has created freight rate indices reflecting the average freight rates for the
major bulk vessel trading routes. The Baltic Dry Index ("BDI"), is a composite of the Capesize, Panamax and Supramax timecharter averages. It is
considered a proxy for dry bulk shipping stocks as well as a general shipping market bellwether.
Dry Bulk Trades Requiring Ice Class Tonnage
Ice class vessels are required to serve ports accessed by routes crossing seasonal or year-round ice-covered oceans, lakes, seas or rivers. Ice class vessels are
mainly deployed in the Baltic Sea, the Northern Sea Route (NSR) and the Great Lakes/St. Lawrence Seaway. These regions have experienced strong trade
growth in dry bulk cargoes, driven in particular by increased mining activities supported by strong commodity demand in Asia, decreased level of ice, and
technology advancement in shipping. The Company's ice class vessels also serve a long term customers requirement in the Canadian Arctic.
TAXATION
U.S. Taxation
The following discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing and proposed U.S.
Treasury Department regulations, or the Treasury Regulations, administrative rulings and pronouncements and judicial decisions, all as of the date of this
annual report. Unless otherwise noted, references to the “Company” include the Company’s Subsidiaries. This discussion assumes that we do not have an
office or other fixed place of business in the United States.
Taxation of the Company’s Shipping Income: In General
The Company anticipates that it will derive a significant portion of its gross income from the use and operation of vessels in international commerce and
that this income will principally consist of freights from the transportation of cargoes, hire or lease from time or voyage charters and the performance of
services directly related thereto, which the Company refers to as “shipping income”. Shipping income that is attributable to transportation that begins or
ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping
income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United
States. The Company is not permitted by law to engage in transportation that gives rise to 100% U.S. source income.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United States will not be subject to U.S. federal income tax.
Based upon the Company’s anticipated shipping operations, the Company’s vessels will operate in various parts of the world, including to or from U.S.
ports. Unless exempt from U.S. federal income taxation under Section 883 of the Code, the Company will be subject to U.S. federal income taxation, in the
manner discussed below, to the extent its shipping income is considered derived from sources within the United States.
Application of Section 883 of the Code
Under the relevant provisions of Section 883 of the Code, or Section 883, the Company will be exempt from U.S. federal income taxation on its U.S. source
shipping income if:
(i) It is organized in a “qualified foreign country,” which is one that grants an equivalent exemption from tax to corporations organized in the
United States in respect of the shipping income for which exemption is being claimed under Section 883, and which the Company refers to as the
Country of Organization Requirement; and
(ii) It can satisfy any one of the following two stock ownership requirements for more than half the days during the taxable year:
•
the Company’s stock is “primarily and regularly traded on an established securities market” located in the United States or a “qualified foreign
country,” which the Company refers to as the Publicly-Traded Test; or
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•
more than 50% of the Company’s stock, in terms of value, is beneficially owned by any combination of one or more individuals who are residents
of a “qualified foreign country” or foreign corporations that satisfy the Country of Organization Requirement and the Publicly-Traded Test, which
the Company refers to as the 50% Ownership Test.
The U.S. Treasury Department has recognized Bermuda, the country of incorporation of the Company and certain of its subsidiaries, as a “qualified foreign
country”. In addition, the U.S. Treasury Department has recognized Denmark, Canada, Greece, the Marshall Islands, Singapore, British Virgin Islands and
Cyprus, the countries of incorporation of certain of the Company’s vessel-owning subsidiaries, as “qualified foreign countries”. Accordingly, the Company
and its vessel-owning subsidiaries satisfy the Country of Organization Requirement. Therefore, the Company’s eligibility to qualify for exemption under
Section 883 is wholly dependent upon being able to satisfy one of the stock ownership requirements.
As discussed below, for the 2023 taxable year we believe the Company satisfied the Publicly-Traded Test, since on more than half the days in the taxable
year we believe the Company’s common shares were primarily and regularly traded on Nasdaq, an established securities market in the United States.
As to the Publicly-Traded Test, the Treasury Regulations under Section 883 provide, in pertinent part, that stock of a foreign corporation will be considered
to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock that is traded during any taxable year
on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities
markets in any other single country.
The Publicly-Traded Test also requires our common shares be “regularly traded” on an established securities market. Under the Treasury Regulations, our
common shares are considered to be “regularly traded” on an established securities market if shares representing more than 50% of our outstanding common
shares, by both total combined voting power of all classes of stock entitled to vote and total value, are listed on the market, referred to as the “listing
threshold”. The Treasury Regulations further require that with respect to each class of stock relied upon to meet the listing threshold (i) such class of stock is
traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, which is referred
to as the “trading frequency test”, and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least
10% of the average number of shares of such class of stock outstanding during such year (as appropriately adjusted in the case of a short taxable year),
which is referred to as the “trading volume test”. Even if we do not satisfy both the trading frequency and trading volume tests, the Treasury Regulations
provide that the trading frequency and trading volume tests will be deemed satisfied if our common shares are traded on an established securities market in
the United States and such stock is regularly quoted by dealers making a market in our common shares, such the Nasdaq Capital Market, on which our
common shares are listed.
Notwithstanding the foregoing, our common shares will not be considered to be regularly traded on an established securities market for any taxable year in
which 50% or more of the vote and value of the outstanding common shares are owned, actually or constructively under certain stock attribution rules, on
more than half the days during the taxable year by persons who each own 5% or more of the value of our common shares, which we refer to as the 5 Percent
Override Rule.
In order to determine the persons who actually or constructively own 5% or more of our common shares, or 5% Shareholders, we are permitted to rely on
those persons that are identified on Schedule 13G and Schedule 13D filings with the U.S. Securities and Exchange Commission as having a 5% or more
beneficial interest in our common shares. In addition, an investment company identified on a Schedule 13G or Schedule 13D filing which is registered
under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
For our 2023 taxable year, we do not believe that we were subject to the 5 Percent Override Rule and, therefore, we believe that we satisfied the Publicly-
Traded Test. There are, however, factual circumstances beyond our control that could cause the Company to lose the benefit of the Section 883 exemption
and thereby become subject to U.S. federal income tax on its U.S. source shipping income. There is, therefore, a risk that the Company could no longer
qualify for exemption under Section 883 for a particular taxable year if 5% Shareholders were to own 50% or more of the outstanding common shares of the
Company on more than half the days during the taxable year. Due to the factual nature of the issues involved, there can be no assurances as to the tax-
exempt status of the Company or any of its subsidiaries.
In the event the 5 Percent Override Rule is triggered, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held
group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be “qualified shareholders” for purposes of Section 883 to preclude
non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the
taxable year.
In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can
nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the
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exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test. In either case, certain substantiation and reporting
requirements regarding the identity of our shareholders must be satisfied in order to qualify for the Section 883 exemption. These requirements are onerous
and there is no assurance that we would be able to satisfy them.
Taxation in Absence of the Section 883 Exemption To the extent the benefits of Section 883 are unavailable with respect to any item of U.S. source income,
the Company’s U.S. source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as
described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as
the “4% gross basis tax regime”. Since, under the sourcing rules described above, no more than 50% of the Company’s shipping income would be treated as
being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on the Company’s shipping income, to the extent not considered to
be “effectively connected” with the conduct of a U.S. trade or business, would never exceed 2% under the 4% gross basis tax regime.
To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source shipping income is considered to be “effectively connected”
with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S. source shipping income, net of applicable
deductions, would be subject to the U.S. federal corporate income tax imposed at rate of 21%. In addition, we may be subject to the 30% “branch profits”
tax on earnings “effectively connected” with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on
certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business. Our U.S. source shipping income would be considered
“effectively connected” with the conduct of a U.S. trade or business only if:
•
we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income;
and
•
substantially all of our U.S. source shipping income were attributable to regularly scheduled transportation, such as the operation of a
vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the
United States, or, in the case of income from the chartering of a vessel, were attributable to a fixed place of business in the United States.
We do not have, nor will we permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis.
Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source shipping income
is or will be “effectively connected” with the conduct of a U.S. trade or business.
Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income taxation with respect to gain realized on a
sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel
will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer
outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
Taxation of U.S. Holders
The following is a discussion of the material U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder, as defined below,
with respect to our common shares. This discussion does not purport to deal with the tax consequences of owning our common shares to all categories of
investors, some of which may be subject to special rules. You are encouraged to consult your own tax advisors concerning the overall tax consequences
arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our common shares.
As used herein, the term U.S. Holder means a beneficial owner of our common shares that (i) is a U.S. citizen or resident, a U.S. corporation or other U.S.
entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (a) a court
within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax
purposes, (ii) owns our common shares as a capital asset, generally, for investment purposes, and (iii) owns less than 10% of our common shares for U.S.
federal income tax purposes.
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If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your own tax advisor regarding this issue.
Distributions
Subject to the discussion below of passive foreign investment companies, or PFICs, any distributions made by us with respect to our common shares to a
U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below,
to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our
earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common shares on a dollar-for-
dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a
dividends-received deduction with respect to any distributions they receive from us.
Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate, which we refer to as a U.S. Individual Holder, will generally be
treated as “qualified dividend income” that is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) the common shares are
readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market, on which our common shares are listed); (2) we
are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see discussion below); and (3) the U.S.
Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common
shares become ex-dividend.
There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder.
Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.
Sale, Exchange or other Disposition of Common Shares
Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other
disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other
disposition and the U.S. Holder’s tax basis in such common shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s
holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. Otherwise, it will be treated as short-term
capital gain or loss. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax
purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either
at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in
the active conduct of a rental business), or at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are
held for the production of, “passive income”. For purposes of determining whether we are a PFIC, we will be treated as earning and owning our
proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the
subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By
contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active
conduct of a trade or business.
Although there is no legal authority directly on point, we believe that, for purposes of determining whether we are a PFIC, the gross income we derive or are
deemed to derive from the time chartering activities of our wholly-owned subsidiaries more likely than not constitutes services income, rather than rental
income. Correspondingly, we believe that such income does not constitute “passive income”, and the assets that we or our wholly-owned subsidiaries own
and operate in connection with the production of such income, in particular, the vessels, do not constitute passive assets for purposes of determining whether
we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service, or IRS,
pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. This
position is principally based upon the positions that our time charter income will constitute services income, rather than rental income for other tax
purposes. Based on our current and anticipated chartering activities, we do not believe that we will be treated as a PFIC for the current or future taxable
years, although no assurance can be given in this regard. We intend to take the position that we were not treated as a PFIC for our 2023 taxable year.
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We note that there is no direct legal authority under the PFIC rules addressing our current and proposed method of operation. In addition, although we
intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our
operations will not change in the future. Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a
significant risk that the IRS or a court of law could determine that we are a PFIC.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending
on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund”, which election we refer to as a QEF Election. As an alternative to
making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common shares, as discussed below, and
which election we refer to as a Mark-to-Market Election.
Taxation of U.S. Holders Making a Timely QEF Election
If we were to be treated as a PFIC for any taxable year and a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an Electing
Holder, the Electing Holder must report each year for U.S. federal income tax purposes its pro rata share of our ordinary earnings and our net capital gain, if
any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by
the Electing Holder. The Electing Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits.
Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares
and will not be taxed again once distributed. A U.S. Holder would make a QEF Election with respect to any taxable year that we are a PFIC by filing one
copy of IRS Form 8621 with its U.S. federal income tax return. To make a QEF Election, a U.S. Holder must receive annually certain tax information from
us. There can be no assurances that we will be able to provide such information annually. An Electing Holder would generally recognize capital gain or loss
on the sale, exchange or other disposition of our common shares.
Taxation of U.S. Holders Making a Mark-to-Market Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our common shares are treated as “marketable stock”, a U.S.
Holder would be permitted to make a Mark-to-Market Election with respect to our common shares, provided the U.S. Holder completes and files IRS Form
8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as
ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder’s
adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s
adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included
in income as a result of the Mark-to-Market Election. A U.S. Holder’s tax basis in its common shares would be adjusted to reflect any such income or loss
amount. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the
sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-
market gains previously included in income by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election for
that year, whom we refer to as a Non-Electing Holder, would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any
distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by
the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any
gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:
•
the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares;
•
the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and
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•
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer
for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable
year.
These penalties would not apply to a pension or profit-sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage
in connection with its acquisition of our common shares. If we were a PFIC, and a Non-Electing Holder who is an individual died while owning our
common shares, such holder’s successor generally would not receive a step-up in tax basis with respect to such common shares.
Taxation of Non-U.S. Holders
A beneficial owner of common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a Non-U.S. Holder.
Dividends on Common Shares
Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares,
unless that dividend is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is
entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable, or taxable at the full rate, only if it is attributable
to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Shares
Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition
of our common shares, unless:
•
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if the Non-U.S. Holder is
entitled to the benefits of an income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S.
Holder in the United States); or
•
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other
conditions are met.
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including
dividends and the gain from the sale, exchange or other disposition of the common shares, that is effectively connected with the conduct of that trade or
business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S.
Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, subject to
certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax
treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements.
Such payments will also be subject to “backup withholding” if you are a non-corporate U.S. Holder and you:
•
fail to provide an accurate taxpayer identification number;
•
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your
U.S. federal income tax returns; or
•
in certain circumstances, fail to comply with applicable certification requirements.
•
Non-U.S. Holders may be required to establish their exemption from information reporting and backup
withholding by certifying their status on an applicable IRS Form W-8.
If you are a Non-U.S. Holder and you sell your common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S.
backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or otherwise establish an
exemption. If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States,
then information reporting and
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backup withholding generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of
sales proceeds, including a payment made to you outside the United States, if you sell your common shares through a non-U.S. office of a broker that is a
U.S. person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has
documentary evidence that you are a non-U.S. person and certain other conditions are met, or you otherwise establish an exemption.
Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that
exceed your income tax liability by filing a refund claim with the IRS.
Other U.S. Information Reporting Obligations
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain
U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information
relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on
the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would
include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial
penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect.
Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S.
entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes
of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S.
entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.
Changes in Global Tax Laws
Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a
result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements,
mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development, including the imposition of a minimum
global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two). As these and
other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could
be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is difficult to assess whether the overall
effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely affect our
financial results.
On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on
companies with revenues of at least €750 million effective from 2024. Various countries have either adopted implementing legislation or are in the process
of drafting such legislation. Any new tax law in a jurisdiction where we conduct business or pay tax could have a negative effect on our company.
ITEM 1A. RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully the material risks described below, which we believe represent
the material risks related to our business and our securities, together with the other information contained in this Form 10-K, before making a decision to
invest in our securities. This Form 10-K also contains forward-looking statements that involve risks and uncertainties. In connection with such forward
looking statements, you should also carefully review the cautionary statements referred to under “Special Note Regarding Forward Looking Statements.”
Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks
described below.
Summary of Risk Factors
•
The cyclical and volatile nature of the seaborne drybulk transportation industry may lead to significant decreases in charter and freight rates, which
may have an adverse effect on our revenues, earnings and profitability and our ability to comply with our loan covenants.
•
Further increases in interest rates could adversely affect our cash flow and financial condition.
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•
Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our
profitability.
•
The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have
adversely impact global economic conditions and contribute to inflation and volatility in commodity prices.
•
The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain
covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value.
•
The state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable
terms and otherwise negatively impact our business.
•
Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material
adverse effect on our business, financial condition and results of operations.
•
Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and
pandemic diseases and continuing governmental responses in certain jurisdictions, including China.
•
Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.
•
If our vessels call on ports located in countries or territories or carry cargo that is the subject of sanctions or embargoes imposed by the U.S., the
European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our
reputation and the market for our securities.
•
We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of
doing business.
•
Changes in fuel prices, that may result from increased oil prices, may adversely affect our profitability.
•
In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel
employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
•
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and
Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.
•
We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could
adversely affect our financial performance.
•
We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to
suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements, which could impose operating
and financial restrictions on us.
•
Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs
as a result of being a public company.
•
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and
accurate financial statements or comply with applicable laws and regulations could be adversely impacted.
•
If our remediation efforts are not effective, or if we identify additional material weaknesses in the future, we may experience delays or inaccuracies
in financial reporting, increased risk of fraud, loss of investor confidence, higher compliance costs, and adverse impacts on the trading price of our
common stock.
•
Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings
and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.
•
Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our
charter contracts and the creditworthiness of our contract counterparties.
•
We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services
would have a material adverse effect on our business, results and financial condition.
•
Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.
•
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax
consequences to U.S. holders.
•
We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect
our business and results of operations, including on our vessels. Additionally, if these systems fail or become unavailable for any significant period
of time, our business could be harmed.
•
Volatility in the broader securities markets and trading volume of our common shares could adversely impact the trading price of our common
shares.
•
The imposition of trade tariffs or retaliatory tariffs on key commodities may significantly impact global shipping demand. For example, tariffs
imposed by major economies on dry bulk commodities such as coal, iron ore, and grains
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may reduce trade volumes, decreasing demand for Capesize, Panamax, and Supramax vessels and leading to lower fleet utilization and reduced
revenues.
•
Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have, and it may not be
possible for our investors to enforce U.S. judgments against us.
Risks Relating to our Industry
The seaborne drybulk transportation industry is cyclical and volatile, and this may lead to reductions in our charter hire rates, vessel values and results
of operations.
The international seaborne drybulk transportation industry is cyclical and volatile, and a lengthy downturn in the drybulk charter market could severely
affect the entire drybulk shipping industry. The degree of charter and freight rate volatility for vessels has varied widely and is due to various factors,
including changing crude oil prices, economic activity in the largest economies, including China, a strong U.S. Dollar and the associated weakening of other
world currencies and the supply of available tonnage. A worsening of current global economic conditions may cause dry bulk charter rates to decline and
thereby adversely affect our ability to charter or re-charter our vessels and any renewal or replacement charters that we enter into, may not be sufficient to
allow us to operate our vessels profitably. In addition, the conflict in Ukraine has continued disrupting energy production grain exports and trade patterns,
including shipping in the Black Sea and elsewhere, and its impact on such markets remains uncertain. Fluctuations in charter hire rates result from changes
in the supply of and demand for vessel capacity and changes in the supply of and demand for energy resources, commodities, semi-finished and finished
consumer and industrial products internationally carried at sea. If we enter into a charter when charter hire rates are low, our revenues and earnings will be
adversely affected. In addition, a decline in charter hire rates is likely to cause the market value of our vessels to decline. We cannot assure you that we will
be able to successfully charter our vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably, meet
our obligations or pay dividends to our shareholders. The factors affecting the supply and demand for vessels are outside of our control, and the nature,
timing and degree of changes in industry conditions are unpredictable.
Although our operating fleet is primarily chartered-in on a short-term basis and lower charter rates result in lower charter hire costs, changes in charter and
freight rates in the drybulk market affect vessel values and earnings on our owned fleet, and may affect our cash flows, liquidity and ability to comply with
the financial covenants in our loan agreements. An extended downturn in the drybulk carrier market may have adverse consequences. The value of our
common shares could be substantially reduced under these circumstances.
We employ our vessels under a mix of voyage charters and time charters and COA’s which typically extend for varying lengths of time, from one month to
ten years. As a result, we are exposed to changes in market rates for drybulk carriers and such changes may affect our earnings and the value of our owned
drybulk carriers at any given time. A COA relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different
vessels to perform individual voyages. We may not be able to successfully employ our vessels in the future or renew existing contracts at rates sufficient to
allow us to meet our obligations. We are also exposed to volatility in the market rates we pay to charter-in vessels. Fluctuations in charter and freight rates
result from changes in the supply of and demand for vessel capacity and changes in the demand for seaborne carriage of commodities. Because the factors
affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in
industry conditions are also unpredictable.
Factors that influence demand for vessel capacity include:
•
supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
•
changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products;
•
the location of regional and global exploration, production and manufacturing facilities;
•
the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;
•
the globalization of production and manufacturing;
•
global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes and strikes;
•
natural disasters and other disruptions in international trade;
•
disruptions and developments in international trade;
•
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
•
environmental and other regulatory developments;
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•
currency exchange rates;
•
international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the
ongoing Ukrainian-Russian and Israeli-Hamas conflicts;
•
economic slowdowns caused by public health pandemics;
•
bunker (fuel) prices; and
•
weather.
Demand for our vessels is dependent upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in the capacity of
the global drybulk fleet and the sources and supply of drybulk cargo transported by sea. Although the current newbuilding orderbook (as a percentage of the
on-the-water fleet) is at a historically low level, a pickup in new ordering could increase global capacity and there can be no assurance that economic growth
will continue in order to absorb this higher supply. Adverse economic, political, social or other developments could have a material adverse effect on our
business and operating results.
The factors that influence the supply of vessel capacity include:
•
the number and size of newbuilding orders and deliveries;
•
port and canal congestion, including as the result of restrictions or reductions in the capacity of the Panama and Suez Canals due to environmental
or geopolitical factors,
•
bunker prices;
•
the scrapping rate of older vessels;
•
vessel casualties;
•
speed of vessels being operated;
•
the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire;
•
availability of financing for new vessels;
•
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of
tonnage; and
•
changes in environmental and other regulations that may limit the useful lives of vessels or requires technological developments not yet perfected
for commercialization.
Furthermore, the conflict in Ukraine combined with inflationary pressures and/or supply chain disruptions across most major economies have negatively
impacted certain of the countries in which we operate in and may lead to a global economic slowdown, which might in turn adversely affect demand for our
vessels. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has continued to disrupt energy production and trade
patterns, including shipping in the Black Sea and elsewhere, and has impacted the price of certain dry bulk goods, such as grain, as well as energy and fuel
prices. Notably, various jurisdictions have imposed sanctions against Russia directly targeting the maritime transport of goods originating from Russia, such
as of oil products and agricultural commodities such as potash. Such measures, and the response of targeted jurisdictions to them, have disrupted trade
patterns of certain of the goods which we transport and have correspondingly impacted charter rates for the transport of such goods.
The ongoing conflict between Israel and Hamas, which commenced in October 2023, has resulted in a surge in acts of piracy and assaults on vessels in the
Red Sea. According to reports from the U.S. military, three commercial vessels have been targeted in international waters in the southern Red Sea. Yemen's
Houthi group has claimed responsibility for drone and missile strikes on two vessels near the Cape of Good Hope in southern Africa. These incidents have
significantly extended the duration and expenses of voyages from east to west. While we cannot currently determine the immediate consequences of this
conflict, the continued occurrence of attacks or piracy attempts, as well as the response from the United States, Great Britain, and other governments, or the
continued diversion of vessels from the Suez Canal, may have an adverse impact on our business, financial condition, and operational outcomes.
In addition to the prevailing and anticipated charter and freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include
newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunker fuels and other operating costs, costs associated with classification
society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing drybulk fleet in the market and government and
industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of
and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry
conditions.
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We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its
associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and
supply of drybulk cargoes to be transported by sea.
Global economic conditions may continue to negatively impact the drybulk shipping industry.
Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States, the European Union and worldwide
may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.
Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade. Accordingly, our financial
condition and results of operations, as well as our future prospects, would likely be hindered by an economic downturn in any of these countries or
geographic regions. In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any
economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and
our results of operations. Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic
growth in Asia.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and the surge in inflation and related
actions by central banks and geopolitical conditions, could result in a significant risk of recession in many parts of the world in the near term. In particular,
an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market.
Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
Our credit facilities use variable interest rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest
rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our profitability
and cash available for servicing our indebtedness would decrease.
We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative
reference rates.
In 2017, the U.K. Financial Conduct Authority announced that it intended to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either
cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of one-week and two-month U.S.
Dollar settings, and immediately after June 30, 2023, in the case of the remaining U.S. Dollar settings. The Federal Reserve also has advised banks to cease
entering into new contracts that use U.S. Dollar LIBOR as a reference rate. The Alternative Refinance Rate Committee, a committee convened by the
Federal Reserve that includes major market participants, has identified SOFR, an index calculated by short-term repurchase agreements, backed by U.S.
Treasury securities, as its preferred alternative rate for LIBOR in the U.S.
Although SOFR appears to be the preferred replacement rate for U.S. Dollar LIBOR and has been adopted as the benchmark interest rate for our debt
arrangements, it is unclear if other benchmarks may emerge. The consequences of these developments cannot be entirely predicted, and there can be no
assurance that they will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a
shortage of available debt financing, any of which could have an adverse effect on our business, financial position and results of operations, and our ability
to pay dividends.
Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply
chain constraints.
Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation,
interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial
markets. For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating
costs. Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our operations. If inflation or interest rates
were to significantly increase, our business operations may be negatively affected. Interest rates, the liquidity of the credit markets and the volatility of the
capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations.
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The invasion of Ukraine by Russia and resulting sanctions by the United States, European Union and other countries have contributed to inflation,
market disruptions and increased volatility in commodity prices in the United States and a slowdown in global economic growth.
The invasion by Russia and resulting sanctions have had a broad range of adverse impacts on global business and financial markets some of which have had
and may continue to have adverse impacts on our business. These include increased inflation, significant market disruptions and increased volatility in
commodity prices such as corn, oil and natural gas. Although the duration and extent of the ongoing military conflict is highly unpredictable, and the
magnitude of the potential economic impact is currently unknown, Russian military actions and resulting sanctions could have a negative effect on our
financial condition and operating results.
The ongoing conflict between Russia and Ukraine poses a risk for global economic growth. Major economic sanctions against Russia are having a
considerable impact on oil and gas prices, given the dependence of the EU on oil and gas exports out of Russia combined with limited spare capacity of
such commodities globally. Energy prices have increased significantly, leading to major inflationary pressures in the major developed countries that rely
heavily on oil and gas exports out of Russia. In addition, the combined Russia/Ukraine region account for approximately one quarter of global grain
production, one of the main cargoes transported by dry bulk vessels, while coal and iron ore exports out of the region have also been reduced. The above
factors can have a material negative impact on demand for dry bulk transportation, while slower economic growth could also negatively affect demand for
dry bulk commodities in the rest of the world, leading to lower dry bulk freight rates.
Moreover, the conflict between Russia and Ukraine is having a profound impact on global commodities prices including grain and coal, two of the most
important commodities for dry bulk shipping. Given the importance of the region in export volumes for both grains and coal, a prolonged stoppage could
lead to significantly lower freight rates and thus a decline in freight futures prices. Although coal supplies could potentially be sourced from elsewhere
partly mitigating the negative impact of the lost volumes, global grain production capacity is limited, and thus the impact of the lost volumes could not be
easily mitigated. In addition, the recent geopolitical turmoil has led to an increase in government protectionism when it comes to commodities, and if such a
trend continues, it could lead to lower bulk commodities trading globally over the long term. The impact of such a scenario on dry bulk shipping will be
negative, leading to lower spot rates and as a result lower freight futures prices.
Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability.
The global drybulk fleet has increased significantly over the past 10 years as a result of the large number of newbuilding orders placed throughout this
period. Scrapping of older ships has helped curtail some of this new supply growth, but it has not been enough to materially offset the large net growth in
the fleet. Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have been placed.
The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain
covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value.
The fair market values of our owned dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels to
fluctuate depending on a number of factors including:
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prevailing level of charter and freight rates;
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general economic and market conditions affecting the shipping industry;
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the balance between the supply of and demand for ships of a certain type;
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competition from other shipping companies;
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types and sizes of vessels;
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supply of and demand for vessels;
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the availability and cost of other modes of transportation;
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cost of newbuildings;
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shipyard capacity;
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governmental and other regulations, including those that may limit the useful life of vessels;
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the prevailing level of charter rates;
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the need to upgrade secondhand and previously owned vessels as a result of environmental, safety, regulatory or charterer requirements; and
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technological advances.
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In addition, as vessels grow older, they generally decline in value. If the market values of our owned vessels decrease, we may not be in compliance with
certain covenants in our credit facilities secured by mortgages on our drybulk vessels unless we provide additional collateral or prepay a portion of the loan
to a level where we are again in compliance with our loan covenants. We were in compliance with all covenants for the years ended December 31, 2024 and
2023.
If we sell one or more of our vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our consolidated
financial statements, the sale proceeds may be less than the vessel’s carrying amount, resulting in a loss and a reduction in earnings. Conversely, if vessel
values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could adversely affect our business,
results of operations, cash flow and financial condition.
The carrying amounts of vessels held and used by us are reviewed for potential impairment when events or changes in circumstances indicate that the
carrying amount of a particular vessel 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 vessel and its eventual disposition is less than the vessel’s carrying amount. This
assessment is made at the asset group level which represents the lowest level for which identifiable cash flows are largely independent of other groups of
assets. The asset groups are defined by vessel size and classification.
The current state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable
terms and otherwise negatively impact our business.
Global financial markets can be volatile and contraction in available credit may occur as economic conditions change. In recent years, operating businesses
in the global economy have faced weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets which
lead to a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry. As the shipping
industry is highly dependent on the availability of credit to finance and expand operations, it may be negatively affected by such changes and volatility.
Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the cost of obtaining money
from the credit markets may increase if lenders increase interest rates, enact tighter lending standards, refuse to refinance existing debt at all or on terms
similar to current debt, and reduce, or cease to provide funding to borrowers. Due to these factors, additional financing may not be available to the extent
required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to
expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or
otherwise take advantage of business opportunities as they arise.
Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk
that the U.S. federal government and state governments and European authorities continue to implement a broad variety of governmental action and/or new
regulation of the financial markets. Global financial markets and economic conditions have been, and continue to be, disrupted and volatile. We face risks
attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among
other factors which may have a material adverse effect on our results of operations and financial condition and may cause the price of our common shares to
decline.
As of December 31, 2024, our total outstanding indebtedness amounted to $358.8 million across our credit facilities and financing obligations, with an
additional 13.3 million in finance lease liabilities.
World events could affect our operations and financial results.
Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may
affect our business, operating results and financial condition. Continuing conflicts, instability and other recent developments in Ukraine, the Middle East
and elsewhere, and the presence and continuing military actions of U.S. or other armed forces in these regions may lead to additional acts of terrorism and
armed conflict around the world, which may contribute to further economic instability in the global financial markets. Any of these occurrences could have
a material adverse impact on our business, financial condition and results of operations.
We face risks attendant to changes in economic and regulatory conditions around the world.
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We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central
governments, instability in the banking and securities markets and trade regulations around the world, among other factors. Major market disruptions and
adverse changes in market conditions and regulatory climate in China, the United States and worldwide may adversely affect our business or impair our
ability to borrow amounts under any future financial arrangements.
Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade. Accordingly, our financial
condition and results of operations, as well as our future prospects, would likely be hindered by an economic downturn in any of these countries or
geographic regions. In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any
economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and
our results of operations. Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic
growth in Asia.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, the recent surge in inflation and related actions by central banks
and geopolitical conditions, with a significant risk of recession in many parts of the world in the near term. In particular, an adverse change in economic
conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market. While global economic activity
levels, led by China, generally stabilized towards the last quarter of 2023, the outlook for China and the rest of the world remains uncertain and dependent
on inflation and present geopolitical instability, including the continuing trade tensions between the United States and China, which could derail recovery
from impacts of COVID-19 and the ongoing conflicts between Ukraine and Russia and Israel and Hamas.
Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material
adverse effect on our business, financial condition and results of operations.
The Chinese economy differs from the economies of western countries in such respects as structure, government involvement, level of development, growth
rate, capital reinvestment, allocation of resources, bank regulation, currency and monetary policy, rate of inflation and balance of payments position. Prior to
1978, the Chinese economy was a “planned economy”. Since 1978, increasing emphasis has been placed on the utilization of market forces in the
development of the Chinese economy. Annual and five-year State Plans are adopted by the Chinese government in connection with the development of the
economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is
reducing the level of direct control that it exercises over the economy through State Plans and other measures. There is an increasing level of freedom and
autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and
enterprise reform. Limited price reforms were undertaken with the result that prices for certain commodities are principally determined by market forces. In
addition, economic reforms may include reforms to the banking and credit sector and may produce a shift away from the export-driven growth model that
has characterized the Chinese economy over the past few decades. Many of the reforms are unprecedented or experimental and may be subject to revision,
change or abolition based upon the outcome of such experiments. The level of imports to and exports from China could be adversely affected by the failure
to continue market reforms or changes to existing pro-export economic policies. The level of imports to and exports from China may also be adversely
affected by changes in political, economic and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese
government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in
trade policies and territorial or trade disputes. A decrease in the level of imports to and exports from China could adversely affect our business, operating
results and financial condition.
In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including
significant tariff increases, between these countries. A decrease in the level of imports to and exports from China could adversely affect our business,
operating results and financial condition.
In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that
carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on nonrenewable energy sources, generally
lacks energy efficiency, and has a rapidly growing energy demand. Depending on how China attempts to achieve carbon neutrality by 2060, including
through the reduction in the use of coal, an overall increase in the use of nonrenewable energy as part of the energy consumption mix and through other
means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of
operations.
We may not be able to obtain financing on acceptable terms, which may negatively impact our planned growth.
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As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the ability to obtain money from the
credit markets has become more difficult as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt
at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain
that financing will be available if needed and to the extent required, on acceptable terms. If financing is not available when needed, or is available only on
unfavorable terms, we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business
opportunities as they arise.
Acts of piracy on ocean-going vessels could adversely affect our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf
of Aden off the coast of Somalia and, in particular, the Gulf of Guinea region off Nigeria, which experienced increased incidents of piracy in recent years.
Sea piracy incidents continue to occur, increasingly in the Sulu Sea and the Gulf of Guinea, with drybulk vessels particularly vulnerable to such attacks. In
the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping particularly in the
Arabian Gulf region and most recently in the Black Sea in connection with the ongoing Ukraine-Russia conflict and in the Red Sea in connection with
Israeli-Hamas conflict. Commercial vessels have been attacked in international waters in the southern Red Sea, according to statements by the U.S. military,
with Yemen’s Houthi group claiming drone and missile attacks on two Israeli vessels in the area, in response to the ongoing conflict in the region. The
perception that our vessels are a potential piracy or terrorist target could have a material adverse impact on our business, financial condition and results of
operations.
Further, if these piracy attacks occur in regions in which our vessels are deployed that insurers characterize as “war risk” zones or by the Joint War
Committee as “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more
difficult to obtain, if available at all. In addition, crew costs, including costs that may be incurred to the extent we employ on-board security guards, could
increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In
addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could
have a material adverse impact on our business, results of operations, cash flows and financial condition, and this may result in loss of revenues, increased
costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
We expect that our vessels will call in ports in areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge
of crew members. To the extent our vessels are found with contraband or stowaways, whether inside or attached to the hull of our vessel and whether with
or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business,
results of operations, cash flows and financial condition.
Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilities and global
public health concerns, which may affect the seaborne transportation industry and adversely affect our business.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay
dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our
vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political
conflicts, including the current political instability in Ukraine, in the Middle East and the South China Sea region and other geographic countries and areas,
geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran
or North Korea. Terrorist attacks as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and
others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and
may affect our business, operating results and financial condition. As a result of the above, insurers have increased premiums and reduced or restricted
coverage for losses caused by terrorist acts generally. These uncertainties could also adversely affect our ability to obtain additional financing on terms
acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.
Beginning in February of 2022, the United States, the United Kingdom and the European Union, among other countries, announced various economic
sanctions against Russia in connection with the conflict in Ukraine. The ongoing conflict could
42
result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia. While in general
much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s
business, financial condition, operating results and cash flows.
The United States has issued several Executive Orders that prohibit certain transactions relating to Russia, including prohibitions on the importation of
certain Russian energy products into the United States, (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new
investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of
sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among others.
Increased restrictions on these sectors, or the expansion of sanctions to new sectors, may pose additional risks that could adversely affect our business and
operations.
Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified
services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering,
financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. An exception exists to permit such
services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a
recordkeeping and attestation process that requires each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been
purchased at or below the price cap. Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by
U.S. persons to persons located in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the
provision of services for products purchased at or below the aforementioned price caps. Violations of the petroleum services or the price cap policy,
including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose
additional risks adversely affecting our business.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities between the United
States or other countries and countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures,
including as a result of ongoing tensions involving Russia, Iran, and China and the current conflicts in the Middle East.
In addition, public health threats, such as highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of
the world in which we operate could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment
system installation projects, as well as the operations of our customers.
Any of these occurrences could have a material adverse impact on our future performance, results of operations, cash flows and financial position.
Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, financial performance, and our
results of operations, including the ability to obtain charters and financing.
Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks and government responses thereto. COVID-19,
which was initially declared a pandemic by the World Health Organization on March 11, 2020 and was declared no longer a global health emergency on
May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods.
The extent to which our business, results of operations and financial condition may be negatively affected by the COVID-19 pandemic or future pandemics,
epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but
not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow
disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) volatility in the demand
for and price of oil and gas; (v) shortages or reductions in the supply of essential goods, services or labor; and (vi) fluctuations in general economic or
financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that
an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, results of
operations and financial condition, which could be material and adverse.
Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.
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We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates. This
seasonality may result in quarter-to-quarter volatility in our operating results, which could affect our ability to pay dividends, if any, in the future. The
drybulk carrier market is typically stronger in the fall and winter months due to demand increases arising from agricultural harvest and increased coal
demand in preparation for winter in the Northern Hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling
and supplies of certain commodities. This seasonality may adversely affect our operating results and our ability to pay dividends, if any, in the future.
Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and the price of
our common shares.
The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:
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a marine accident or disaster;
•
environmental accidents and pollution;
•
cargo and property losses or damage;
•
damage to the environment, including through spillage of fuel, lubricants or other chemicals and substances used in operations;
•
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse
weather conditions; and
•
piracy.
These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates,
damage to our customer relationships and market disruptions, delay or rerouting, any of which may subject us to litigation. As a result, we could be exposed
to substantial liabilities not recoverable under our insurances. Further, the involvement of our vessels in an environmental disaster may harm our reputation
as a safe and reliable vessel owner and operator. Any of these circumstances or events could increase our costs or lower our revenues.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial.
We may have to pay drydocking costs that our insurance does not cover at all or in full. The loss of revenues while these vessels are being repaired and
repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities
is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our
vessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels' positions. The loss of earnings while these
vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition.
The operation of drybulk carriers entails certain unique operational risks.
The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the ship
can be a risk factor. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers
are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small
bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to
breach at sea. Furthermore, any defects or flaws in the design of a drybulk carrier may contribute to vessel damage. Hull breaches in drybulk carriers may
lead to the flooding of the vessels holds. If a drybulk carrier suffers flooding in its holds, the bulk cargo may become so dense and waterlogged that its
pressure may buckle the vessel's bulkheads, leading to the loss of the vessel. If we are unable to adequately maintain our vessels, we may be unable to
prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, results of operations and our ability to
pay dividends, if any, in the future. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the United States, the United
Kingdom, the European Union, the United Nations, or other governmental authorities, or engage in other transactions or dealings that would be
violative of applicable sanctions laws, it could lead to monetary fines or other penalties and may adversely affect our reputation and the market for our
securities.
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Although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to
mitigate such risk, it is possible that, in the future, our vessels may call on ports located in sanctioned countries or territories, or engage in other such
transactions or dealings that would be violative of applicable sanctions, on our charterers’ instructions and/or without our consent. If such activities result in
a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our
common shares could be adversely affected.
U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We
could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our
conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.
The applicable sanctions and embargo laws and regulations vary in their application, and by jurisdiction, as they do not all apply to the same covered
persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time. In addition, the
sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists
of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned
or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S., U.K., and EU have enacted new sanctions programs
in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in
the future will, become the target of sanctions. These require us to be diligent in ensuring our compliance with sanctions laws. Further, the U.S. has
increased its focus on sanctions enforcement with respect to the shipping sector.
Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes
imposed by the U.S., U.K., EU, and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to
which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected
or we may suffer reputational harm. The Company, or its respective counterparty, have cancelled certain voyages due to countries around the world
imposing sanctions against Russia over its invasion of Ukraine. The Company might be subject to litigation regarding canceled voyages. Although the
current market remains strong, and the Company expects to deploy vessels on other voyage and time charter arrangements, the rates achieved may not be at
the same levels as the cancelled voyages.
As a result of Russia’s actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together with numerous other
countries, have imposed significant economic sanctions which may adversely affect our ability to operate in these regions and also restrict parties whose
cargo we may carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the
importation of certain Russian energy products and other goods, and new investments in the Russian Federation. These sanctions further limit the scope of
permissible operations and cargo we may carry.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such
compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be
subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could negatively impact our ability to access
U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.
In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have
contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest
from, our securities may adversely affect the price at which our securities trade. Additionally, some investors may decide to divest their interest, or not to
invest, in our company simply because we do business with companies that do business in sanctioned countries or territories. Moreover, our charterers may
violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn
negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other
activities, such as lawfully entering into charters with individuals or entities that are not controlled by the governments of countries or territories that are the
subject of certain U.S. sanctions or embargo laws, or engaging in operations associated with those countries or territories pursuant to contracts with third
parties that are unrelated to those countries or territories or entities controlled by their governments. Investor perception of the value of our common shares
may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in the countries or territories that we
operate in.
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We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely
affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International
Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners and ship managers to
develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth
instructions and procedures for safe operation for dealing with emergencies. The failure of a shipowner to comply with the ISM Code may subject it to
increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to,
or detention in, certain ports. Each of the vessels owned or operated by us is ISM Code-certified.
In addition, vessel classification societies impose significant safety and other requirements on our vessels. In complying with current and future
environmental requirements, vessel owners and operators may incur significant additional costs for maintenance and inspection requirements, in developing
contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and
environmental protection requirements, can be expected to become stricter in the future and may require us to incur significant capital expenditures to keep
our vessels in compliance.
On July 14, 2021, the European Commission formally proposed its plan to gradually include the maritime sector in the EU Emissions Trading System (“EU
ETS”) from 2024 by phasing the sector into the EU ETS requirements over a three-year period. Effective January 1, 2024, the scope of ETS has been
expanded to include maritime transport emissions, with a two-year phase-in period. This will require shipowners to buy permits to cover greenhouse gas
emissions and is expected to affect our vessels from January 1, 2024. The European Commission’s plan will permit vessel owners to pass the costs of
compliance with the EU ETS onto charterers for vessel emissions during on-hire periods. If we are unable to pass on these additional costs to our customers
during on-hire periods, this could have a material adverse effect on our financial position. During off-hire periods, we will need to develop a strategy for
purchasing EU ETS allocations at favorable rates. If we are unable to obtain favorable rates or are unable to implement adequate processes to manage the
purchasing and surrendering of EU ETS allocations, it could have a material adverse effect on the Company’s financial position.
We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing
business.
Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national
and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership cost and
operation of our vessels. These requirements include, but are not limited to, European Union Regulations, the International Convention for the Prevention of
Pollution from Ships of 1975, the International Maritime Organization, or IMO, International Convention for the Prevention of Marine Pollution of 1973,
the IMO International Convention for the Safety of Life at Sea of 1974, the International Convention on Load Lines of 1966, the U.S. Oil Pollution Act of
1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, U.S.
Clean Water Act, the U.S. Marine Transportation Security Act of 2002 and the International Code for Ships Operating in Polar Waters.
Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect
the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations,
including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection,
development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents.
These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with
applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.
Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability
without regard to whether we were negligent or at fault.
We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents.
Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such
risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to
pay dividends.
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Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
The UN International Maritime Organization has imposed updated guidelines for ballast water management systems specifying the maximum amount of
viable organisms allowed to be discharged from a vessel’s ballast water. The standards have been in force since 2019, and for most ships, compliance with
the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms. Since September 8, 2024, D-2 standards and
the costs of compliance may be substantial and adversely affect our revenues and profitability.
Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S. National Invasive
Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which
was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to
those found in the VGP within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge
National Standards of Performance under VIDA. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of
Performance. USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years. The
new regulations could require the installation of new equipment, which may cause us to incur substantial costs.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
International shipping is subject to various security and customs inspections and related procedures in countries of origin, destination and trans-shipment
points. Inspection procedures may result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery of our vessels and the
levying of customs duties, fines or other penalties against us.
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could
also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or
impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.
Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure
proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the
arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the
vessel which is subject to the claimant's maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants
could attempt to assert “sister ship” liability against a vessel in our fleet for claims relating to another of our vessels.
Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.
A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and
becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter
rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances.
Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be
uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the
future.
Changes in fuel prices may adversely affect profits.
Fuel, or bunkers, is typically the largest expense of our operating business and therefore, changes in the price of fuel may adversely affect our profitability.
When we operate vessels under COAs or voyage charters, we are responsible for all voyage costs, including bunkers. The price and supply of fuel can be
unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict between Russia and
Ukraine and between Israel and Hamas, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC,
and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability.
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In addition, the entry into force, on January 1, 2020, of the 0.5% global sulfur cap in marine fuels used by vessels that are not equipped with sulfur oxide
("SOx") exhaust gas cleaning systems ("scrubbers") under the International Convention for Prevention of Pollution from Ships ("MARPOL") Annex VI
may lead to changes in the production quantities and prices of different grades of marine fuel by refineries and introduces an additional element of
uncertainty in fuel markets, which could result in additional costs and adversely affect our cash flows, earnings and results from operations.
Furthermore, since the implementation of the IMO’s sulfur oxide emission limits on January 1, 2020, we have been using compliant low sulfur fuels for
some of our vessels that have not yet been retrofitted with scrubbers or that are trading in regions where the use of scrubbers is not permitted, the price of
which has increased as a result of increased demand. Fuel may continue to become much more expensive in the future, which may adversely affect the
competitiveness of our business compared to other forms of transportation and reduce our profitability.
In addition, if the recent sharp increase in crude oil prices and widening of the spread between the prices of high sulfur fuel and low sulfur fuel resulting
from conflict between Russia and Ukraine and Israel and Hamas continues, this might lead to a decrease in the economic viability of older vessels that lack
fuel efficiency and a reduction of useful lives of these vessels.
Upon redelivery of vessels at the end of a period time or trip time charter, we may be obligated to repurchase bunkers on board at prevailing market prices,
which could be materially higher than fuel prices at the inception of the charter period. We may also be obligated to value our bunkers inventories on board
at the end of a period time or trip time charter, at a lower value than the acquisition value, if prevailing market prices are significantly lower at the time of
the vessel redelivery from the charterer.
We continually monitor the market volatility associated with bunker prices and seek to hedge our exposure to changes in the price of marine fuels with our
bunker hedging program. Please see “The Company’s Management and Discussion Analysis of Financial Condition and Results of Operations -
Quantitative and Qualitative Disclosures about Market Risks - Fuel Swap Contracts.”
In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment
and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
We charter-in and employ vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other
vessel owners and operators, some of whom have substantially greater resources than we do. Competition for seaborne transportation of drybulk cargo by
sea is intense and depends on the charter or freight rate and on the location, size, age, condition and acceptability of a vessel and its operators. Due to the
highly fragmented market, competitors with greater resources are able to operate larger fleets and may be able to offer lower charter or freight rates and
higher quality vessels than we are able to offer. If we are unable to successfully compete with other drybulk shipping operators, we may be unable to retain
customers or attract new customers, which would have an adverse impact on our results of operations.
Labor interruptions could disrupt our business.
Our vessels are manned by masters, officers and crews that are contracted by our technical managers. If not resolved in a timely and cost-effective manner,
industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our
business, financial condition, results of operations and cash flows, and on our ability to pay dividends.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and
Governance ("ESG") policies may impose additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors,
investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on
the implications and social cost of their investments.
In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related
disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement
(the “Task Force”). The Task Force’s goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance
on climate and ESG-related disclosure and investment. To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the
first enforcement action taking place in May 2022, and proposed new rules. On March 21, 2022, the SEC proposed that all public companies are to include
extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second
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set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to
rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development
companies.
The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital
or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or
other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing
concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial
condition, and/or stock price of such a company could be materially and adversely affected.
We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize
sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG
procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the
highly focused and specific trade of drybulk transportation in which we are engaged. If we do not meet these standards, our business and/or our ability to
access capital could be harmed.
These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and
debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be
unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our
ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with
wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.
Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the seaborne
transportation industry.
We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery
insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risks insurance. However, we may not be adequately
insured to cover all of our potential losses, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims,
and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with the
applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our
business, financial condition, results of operations and cash flows and our ability to pay dividends. In addition, we may not be able to obtain adequate
insurance coverage at reasonable rates in the future during adverse insurance market conditions.
In addition, we do not carry loss-of-hire insurance, which covers the loss of revenues during extended vessel off-hire periods, such as those that occur
during an unscheduled drydocking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended vessel off-hire, due to an
accident or otherwise, could have a material adverse effect on our business, financial condition, results of operations and our ability to pay dividends.
The logistics industry has its own set of risks, including infrastructure issues, operational efficiencies, lack of digital culture and training, labor
relations and operational costs. We may not be able to provide logistics solutions to our customers in the face of obstacles created as a result of one of
these factors.
The Company has dedicated resources to developing logistics solutions for our customers. These solutions may depend on infrastructure quality and
improvement, the ability to hire qualified personnel, the ability to coordinate operations, development of digital integration and collaboration with suppliers
and customers, and the ability to contain costs. If we are unable to facilitate these solutions due to any of these factors, we will not be able to continue
developing such solutions.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, charter terminations and an adverse effect on
our business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing
business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full
compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended
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(the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may
take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions,
civil and/or criminal penalties and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or
financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating
and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
Risks Relating to Our Company
Our business strategy includes chartering-in vessels, and we may not be able to charter-in suitable vessels.
Our business strategy depends, in large part, on our ability to charter-in vessels. If we are not able to find suitable vessels to charter-in, or to charter-in
vessels at what we deem to be a reasonable rate, we may not be able to operate profitably or perform our contractual obligations. As a result, we may need
to adjust our business strategy, and we may experience material adverse effects on our business, financial condition and results of operations. In addition, if
we charter-in a vessel and shipping rates subsequently decrease, or we are unable to secure employment for such a vessel, our obligation under the charter
may adversely affect our financial condition and results of operations.
We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could
adversely affect our financial performance.
We expect to derive a significant part of our revenue and cash flow from a relatively small number of repeat customers. For the year ended December 31,
2024, one customer accounted for more than 10% of total revenue and all of our top ten customers, representing 47% of total revenue, are repeat customers.
If one or more of our significant customers is unable to perform under one or more charters or COAs and we are not able to find a replacement charter or
COA; or if a customer exercises certain rights to terminate the charter or COA, we could suffer a loss of revenues that could materially adversely affect our
business, financial condition, results of operations and cash available for distribution as dividends to our shareholders.
We could lose a customer or the benefits of a charter or COA if, among other things:
•
the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise; or
•
the customer terminates the charter because we do not perform in accordance with such charter and do not cure such failures within a specified
period.
If we lose a key customer, we may be unable to obtain replacement charters or COAs on comparable terms or at all. The loss of any of our customers,
COAs, charters or vessels, or a decline in payments under our agreements, could have a material adverse effect on our business, results of operations and
financial condition and our ability to pay dividends to our shareholders.
We are a holding company, and depend on the ability of our subsidiaries, through which we operate our business, to distribute funds to us in order to
satisfy our financial obligations or to make dividend payments.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. The equity interests in our vessel-owning
subsidiaries represent a significant portion of our operating assets. As a result, our ability to satisfy our financial obligations and to pay dividends to our
shareholders depends on the ability of our subsidiaries to generate profits available for distribution to us and, to the extent that they are unable to generate
profits, we will be unable to pay dividends to our shareholders.
We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer
losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements.
We enter into various contracts that are material to the operation of our business, including COAs, time charters and voyage charters under which we
employ our vessels, and charter agreements under which we charter-in vessels. We also enter into loan agreements and hedging agreements, such as bunker
swap agreements and forward freight agreements, or FFAs. Such agreements subject us to counterparty risks. The ability and willingness of each of our
counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control, including, among other
things, general economic conditions, the condition of the drybulk shipping industry, the overall financial condition of our counterparty, prevailing prices for
drybulk cargoes, rates received for specific types of vessels and voyages, and various expenses. In addition, in depressed market conditions, our customers
may no longer need us to carry a cargo that is currently under contract
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or may be able to obtain carriage at a lower rate. If our customers fail to meet their obligations to us or attempt to renegotiate our agreements, it may be
difficult to secure suitable substitute employment for the vessel, and any new charter arrangements we secure may be at lower rates or, if our counterparties
fail to deliver a vessel we have agreed to charter-in, or if a counterparty otherwise fails to honor its obligations to us under a contract, we could sustain
significant losses, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends
to holders of our common shares in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.
Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities and/or uncertain industry conditions. In
depressed market conditions, charterers may have incentive to renegotiate their charters or default on their obligations under charters. Should a charterer in
the future fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter
arrangements we secure on the spot market or on charters may be at lower rates, depending on the then existing charter rate levels, compared to the rates
currently being charged for our vessels. In addition, if the charterer of a vessel in our fleet that is used as collateral under one or more of our loan
agreements defaults on its charter obligations to us, such default may constitute an event of default under our loan agreements, which may allow the bank to
exercise remedies under our loan agreements.
Although we assess the creditworthiness of our counterparties, a prolonged period of difficult industry conditions could lead to changes in a counterparty’s
liquidity and increase our exposure to credit risk and bad debts. In addition, we may offer extended payment terms to our customers in order to secure
contracts, which may lead to more frequent collection issues and adversely affect our financial results and liquidity.
Additionally, we are subject to certain risks as a result of using our vessels as collateral. If we are in breach of financial covenants contained in our loan
agreements, we may not be successful in obtaining waivers and amendments. If our indebtedness is accelerated, it may be difficult in the current financing
environment for us to refinance our debt or obtain additional financing and we could lose our vessels if our lenders foreclose on their liens.
We may be unable to comply with covenants in our credit facilities or any financial obligations that impose operating and financial restrictions on us.
Our credit facilities, financing obligations and finance leases, which are secured by mortgages on our vessels, impose certain operating and financial
restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage
of the outstanding amount of the loan, which we refer to as the collateral maintenance or loan to value ratio. In addition, certain of our credit facilities
include other financial covenants, which require us to, among other things, maintain:
•
a consolidated leverage ratio of not more than 200%;
•
a consolidated debt service coverage ratio of not less than 120%;
•
Minimum consolidated net worth of $45 million plus, with respect to any vessel purchased or leased by the Guarantor or its subsidiaries, for so
long as such vessels are legally or economically owned, 25% of the purchase price or (finance) lease amount of such vessels;
•
consolidated minimum liquidity of not less than $18 million.
In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:
•
effect changes in management of our vessels;
•
sell or dispose of any of our assets, including our vessels;
•
declare and pay dividends;
•
incur additional indebtedness;
•
mortgage our vessels; and
•
incur and pay management fees or commissions.
Therefore, we will need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours
and we may not be able to obtain our lenders’ permission when needed. This may limit our ability to pay dividends to our shareholders if we determine to
do so in the future, finance our future operations or capital requirements, make acquisitions or pursue business opportunities.
Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our
credit facilities, which, unless cured within the grace period set forth under the applicable credit
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facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional
collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in
our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing
the credit facilities, which would impair our ability to continue to conduct our business. As of December 31, 2024, we are in compliance with covenants
contained in our debt agreements. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources - Borrowing Activities.”
Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A
cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions
in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our
indebtedness being accelerated. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment
for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose
their liens, which would adversely affect our ability to conduct our business.
We may be unable to effectively manage our growth strategy.
Our primary strategy is to expand capacity by increasing our owned fleet as demand for our services grows. This strategy depends on factors such as:
- Securing new cargo transportation contracts
- Developing logistics solutions for dry bulk trades
- Acquiring vessels at attractive prices
- Obtaining necessary financing
- Integrating new vessels into our operations
- Expanding our customer base
- Hiring and retaining qualified personnel
- Identifying new markets
- Improving our systems and controls
We recently acquired fifteen handy-size dry bulk vessels which enhances our operational scale and revenue potential but also presents integration
challenges. Successful integration requires coordination across various areas, and failure to do so may lead to unexpected costs and operational disruptions.
Future growth may require additional financing, and failure to effectively manage acquisitions could negatively impact our business and financial condition.
Our current systems and personnel may not be sufficient to support fleet expansion, and we may need to hire more employees and improve systems.
Acquisitions may also require issuing equity or debt, affecting our financial flexibility.
Business growth involves risks such as obtaining qualified personnel and managing customer and supplier relationships. Expanding our fleet, including
through acquisitions like SSI, may increase responsibilities for management and staff. We cannot guarantee successful execution of our growth plans
without incurring significant expenses and losses.
Investment in forward freight agreements and other derivative instruments could result in losses.
We manage our market exposure using forward freight agreements, or FFAs, and other derivative instruments, such as bunker hedging contracts. FFAs are
cash-settled derivative contracts based on future freight delivery rates and other derivative instruments. FFAs may be used to hedge exposure to the
changing rates by providing for the purchase or sale of a contracted charter rate along a specified route or combination of routes and over a specified period
of time. Upon settlement, if the contracted charter rate is less than the settlement rate, the seller of the FFA is required to pay the buyer an amount equal to
the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period. Conversely, if the contracted rate
is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs and do not correctly anticipate rate
movements for the specified vessel route or routes and relevant time period or our assumptions regarding the relative relationships of certain vessels’
earnings, routes and other factors relevant to the FFA markets are incorrect, we could suffer losses in settling or terminating our FFAs. In addition, we
normally do not designate our FFAs for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of
operations.
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We also seek to manage our exposure to volatility in the market price of bunkers by entering into bunker hedging contracts. There can be no assurance that
we will be able to successfully limit our risks, leaving us exposed to unprofitable contracts and we may suffer significant losses from these hedging
activities.
Our long-term COAs, single charter bookings and time-charter agreements may result in significant fluctuations in our quarterly results, which may
adversely affect our liquidity, as well as our ability to satisfy our financial obligations.
As part of our business strategy, we enter into long-term COAs, single charter bookings and time-charter agreements. We evaluate entering into long-term
positions based on the expected return over the full term of the contract. However, long-term contracts that we believe provide attractive returns over their
full term may produce losses over portions of the contract period. We may be required to provide additional margin collateral in connection with FFA
positions that are settled through clearinghouses, depending upon movements in the FFA markets. These interim losses, fluctuations in our quarterly results
or incremental collateral requirements may adversely affect our financial liquidity, as well as our ability to satisfy our financial obligations.
We depend on COAs, which could require us to operate at unfavorable rates for a certain amount of time or subject us to other operating risks.
A significant portion of our revenues are derived from COAs. While COAs provide a relatively stable and predictable source of revenue, they typically fix
the rate we are paid for our drybulk shipping services. Once we have entered into a COA, if we have not correctly anticipated vessel rates, location and
availability for our owned or chartered-in fleet to fulfill the COA, we could suffer losses. Moreover, factors beyond our control may cause a COA to become
unprofitable. Nevertheless, we would be obligated to continue to perform for the term of the COA. In addition, factors beyond our control, such as vessel
availability, port delays, changes in government or industry rules or regulation, industrial actions or acts of terrorism or war, could affect our ability to
perform our obligations under our COAs, which could result in breach of contract or other claims by our COA counterparties. Any of these occurrences
could have a material adverse effect on our business, financial condition and results of operations and financial condition.
We are a “smaller reporting company” and an "accelerated filer" and we cannot be certain if the reduced disclosure requirements applicable to smaller
reporting companies will make our common shares less attractive to investors.
We are a “smaller reporting company,” as defined in the Securities Act of 1934, and may choose to rely on scaled disclosure requirements available to
smaller reporting companies. On June 28, 2018, the Commission adopted amendments to the definition of “smaller reporting company” that became
effective on September 10, 2018. Under the new definition, generally, a company qualifies as a “smaller reporting company” if it has public float of less
than $250 million; or it has less than $100 million in annual revenues and no public float or public float of less than $700 million.
The scaled disclosure requirements for smaller reporting companies permit us to include less extensive narrative disclosure than required of other reporting
companies, particularly in the description of executive compensation and to provide audited financial statements for two fiscal years, in contrast to other
reporting companies, which must provide audited financial statements for three fiscal years.
Investors may find our common shares and the price of our common shares less attractive because we rely, or may rely, on these exemptions. If some
investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common
shares may be more volatile.
Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as
a result of being a public company.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the
SEC, including Sarbanes-Oxley, and requirements of the NASDAQ Global Select Market. These requirements and rules may place a strain on our systems
and resources. For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition
and Sarbanes-Oxley requires that we document and maintain effective disclosure controls and procedures and internal control over financial reporting.
These reporting and other obligations place significant demands on our management, administrative, operational and accounting resources and we incur
significant legal, accounting and other expenses as a result. The expenses incurred by public companies, generally, for reporting and corporate governance
purposes have been increasing and the costs we incur for such purposes may strain our resources. We may implement additional financial and management
controls and procedures, reporting and business intelligence systems, create or outsource an internal audit function, or hire additional accounting and
finance staff. If we are
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unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that
apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these
reporting and other requirements while focusing on executing our business strategy. Our incremental general and administrative expenses as a publicly
traded corporation include costs associated with preparing reports to shareholders, tax returns, investor relations, registrar and transfer agent’s fees,
incremental director and officer liability insurance costs and director compensation. Any failure to maintain effective internal control over financial
reporting could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. Furthermore, if we are
unable to satisfy our obligations as a public company, we could be subject to delisting of our common shares, fines, sanctions and other regulatory action.
A failure to pass inspection by classification societies could result in vessels being unemployable until they pass inspection, resulting in a loss of
revenues from such vessels for that period.
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification
society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the
United Nations Safety of Life at Sea Convention. Our owned fleet is currently enrolled with DNV GL Group (DNV), and Nippon Kaiji Kyokai (NK).
A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous
survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull
inspection and continuous survey cycles for machinery inspection. Every vessel must undergo regulatory surveys of its underwater parts every 30 to 60
months.
If a vessel fails any annual survey, intermediate survey or special survey, the vessel may be unable to trade between ports and, therefore, would be
unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.
Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and,
as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.
As part of our current business strategy to increase our owned fleet, we may acquire new and secondhand vessels. While we rigorously inspect previously
owned or secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition and cost of any required (or
anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Generally, we do not receive the benefit of
warranties from the builders for the secondhand vessels that we acquire. Accordingly, we may not discover defects or other problems with secondhand
vessels prior to purchasing or chartering-in, or may incur costs to terminate a purchase agreement. Any such hidden defects or problems may require us to
put a vessel into drydock, which would reduce our fleet utilization and increase our operating costs. If a hidden defect or problem is not detected, it may
result in accidents or other incidents for which we may become liable to third parties. The market prices of secondhand vessels also tend to fluctuate with
changes in charter rates and the cost of newbuild vessels, and if we sell the vessels, the sales prices may not equal and could be less than their carrying
values at that time.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than
more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels
less desirable to charterers. As of the date of this annual report, our fleet consists of 41 owned vessels having a combined carrying capacity of 2.4 million
dead weight tons, or dwt, and a weighted average age of 11 years.
Furthermore, governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the
addition of new equipment and may restrict the type of activities in which the vessel may engage. As our vessels age, market conditions may not justify
those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. As a result, regulations and standards could have
a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.
Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their
useful lives.
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We estimate the useful life of our vessels to be 25 or 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of our
vessels range from 8 to 22 years, depending on the age and type of vessel. The average age of our owned drybulk carriers at the time of this filing is
approximately 11 years. A portion of our cash flows and income are dependent on the revenues earned by employing our vessels. If we are unable to replace
the vessels in our fleet at the end of their useful lives, our business, results of operations, financial condition and ability to pay dividends could be materially
and adversely affected. We currently do not maintain reserves for vessel replacements. We intend to finance vessel replacements from internally generated
cash flow, borrowings under our credit facilities or additional equity or debt offerings.
Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our COAs
and charters, and the creditworthiness of our contract counterparties.
The performance and length of our COAs and charters and the actual or perceived credit quality of our contract counterparties, and any defaults by them,
may materially affect our ability to obtain the additional capital resources required to purchase additional vessels or may significantly increase our costs of
obtaining such capital. Our inability to obtain additional financing on acceptable terms or at all may materially affect our results of operations and our
ability to implement our business strategy.
We have and may continue to partially finance the acquisition of vessels with borrowings drawn under credit facilities, financing obligations or finance
leases. While we may refinance amounts drawn under our credit facilities with the net proceeds of future debt and equity offerings, we cannot assure you
that we will be able to do so at interest rates and on terms that are acceptable to us or at all. If we are not able to refinance these amounts with the net
proceeds of debt and equity offerings at an interest rate or on terms acceptable to us or at all, we will have to dedicate a larger portion of our cash flow from
operations to pay the principal and interest of this indebtedness. If we are not able to satisfy these obligations, we may have to undertake alternative
financing plans or sell vessels. The actual or perceived credit quality of our contract counterparties, any defaults by them and the market value of our fleet,
among other things, may materially affect our ability to obtain alternative financing. In addition, debt service payments under our credit facilities, financing
obligations and finance leases or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of
dividends and other purposes. If we are unable to meet our debt obligations, or if we otherwise default under our credit facilities or alternative financing
arrangements, our lenders could declare the debt, together with accrued interest and fees, to be immediately due and payable and foreclose on our fleet,
which could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by
other lenders.
We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services
would have a material adverse effect on our business, results and financial condition.
We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Mark Filanowski, our Chief Financial Officer,
Gianni Del Signore, our Chief Operating Officer, Mads Boye Petersen and other key employees. Accordingly, our success will depend on the continued
service of these individuals. We do not have employment agreements with our executive officers or employees. We may experience departures of senior
executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial
objectives. The loss of the services of any of them could have a material adverse effect on our business, results of operations and financial condition.
Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results.
We may generate our revenues and incur some of our operating expenses and general and administrative expenses in currencies other than the U.S. dollar.
This difference could lead to fluctuations in our revenues and vessel operating expenses, which would affect our financial results. Expenses incurred in
foreign currencies increase when the value of the U.S. dollar falls, which would reduce our profitability. Our operating results could suffer as a result.
We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business
We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise. These matters may include,
among other things, contract disputes, personal injury claims, environmental matters, governmental claims for taxes or duties, securities, or maritime
matters. The potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of
potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these
matters.
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax
consequences to U.S. holders
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A foreign corporation will be treated as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes if either (1) at
least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's
assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest,
and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties
in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not
constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to
the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their
shares in the PFIC.
Based on our proposed method of operation, we do not expect that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the
gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe
that our income from our time chartering activities does not constitute “passive income,” and the assets that we own and operate in connection with the
production of that income do not constitute assets that produce, or are held for the production of, passive income for purposes of determining whether the
Company is a PFIC.
There is, however, no direct legal authority under the PFIC rules addressing our proposed characterization of income for United States federal income tax
purposes. Accordingly, in the absence of any legal authority specifically relating to the United States Internal Revenue Code of 1986, as amended, or the
“Code,” provisions governing PFICs, the IRS or a court could disagree with our position. Moreover, although we intend to conduct our operations in such a
manner as to avoid being classified as a PFIC, there can be no assurance that we would not constitute a PFIC for any future taxable year if there were to be
changes in the nature and extent of our operations.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse United States tax
consequences. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse
consequences for such shareholders, such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on
ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain
had been recognized ratably over the shareholder’s holding period of our common shares.
Based on our current and expected composition of assets and income, it is not anticipated that we will be treated as a PFIC. Actual PFIC status for any
taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurances regarding our status as a
PFIC for the current taxable year or any future taxable year. United States Shareholders are urged to consult with their own tax advisors regarding the
possible application of the PFIC rules.
We may have to pay tax on United States source income, which would reduce our earnings.
Under sections 863(c)(3) and 887(a) of the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our
subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4%
United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under section 883 of the Code
and the applicable Treasury Regulations promulgated thereunder.
If we or our subsidiaries are not entitled to exemption under section 883 for any taxable year, we or our subsidiaries could be subject for those years to an
effective 2% United States federal income tax on the shipping income these companies derive during the year that are attributable to the transport of cargoes
to or from the United States. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available
for distribution to our shareholders.
Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.
We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by
tax and other initiatives around the world. For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put
forth by the Organisation for Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project. In October 2021,
members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and
(ii)
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Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in
each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate
income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the
digitalization of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD member countries. It is
possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance,
the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations
and financial results.
Information technology failures and data security breaches, including as a result of cybersecurity attacks, could negatively impact our results of
operations and financial condition, subject us to increased operating costs, and expose us to litigation.
We rely on our computer systems and network infrastructure across our operations, including on our vessels. The safety and security of our vessels and
efficient operation of our business, including processing, transmitting and storing electronic and financial information, are dependent on computer hardware
and software systems. Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services,
propulsion, machinery management, power control, communications and cargo management. Despite our implementation of security and back-up measures,
all of our technology systems are vulnerable to damage, disability or failures due to physical theft, fire, power loss, telecommunications failure, operational
error, or other catastrophic events. Our technology systems are also subject to cybersecurity attacks including malware, other malicious software, phishing
email attacks, attempts to gain unauthorized access to our data, the unauthorized release, corruption or loss of our data, loss or damage to our data delivery
systems, and other electronic security breaches. In addition, as we continue to grow the volume of transactions in our businesses, our existing IT systems
infrastructure, applications and related functionality may be unable to effectively support a larger scale operation, which can cause the information being
processed to be unreliable and impact our decision-making or damage our reputation with customers.
Despite our efforts to ensure the integrity of our systems and prevent future cybersecurity attacks, it is possible that our business, financial and other systems
could be compromised, especially because such attacks can originate from a wide variety of sources including persons involved in organized crime or
associated with external service providers. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to
disclose sensitive information in order to gain access to our data or use electronic means to induce the company to enter into fraudulent transactions. A
successful cyber-attack could materially disrupt our operations, including the safety of our vessel operations. We do not maintain cyber-liability insurance at
this time to cover such losses. Past and future occurrences of such attacks could damage our reputation and our ability to conduct our business, impact our
credit and risk exposure decisions, cause us to lose customers or revenues, subject us to litigation and require us to incur significant expense to address and
remediate or otherwise resolve these issues, which could have a material adverse effect on our business, financial condition, results of operations and cash
flows.
Cyber-attacks could lead to potential unauthorized access and disclosure of confidential information and data loss and corruption. Further, data protection
laws apply to us in certain countries in which we do business. Specifically, the EU General Data Protection Regulation, or GDPR, which was applicable
beginning May 2018, increases penalties up to a maximum of 4% of global annual turnover for breach of the regulation. The GDPR requires mandatory
breach notification, the standard for which is also followed outside the EU (particularly in Asia). Non-compliance with data protection laws could expose us
to regulatory investigations, which could result in fines and penalties. In addition to imposing fines, regulators may also issue orders to stop processing
personal data, which could disrupt operations. We could also be subject to litigation from persons or corporations allegedly affected by data protection
violations. Violation of data protection laws is a criminal offense in some countries, and individuals can be imprisoned or fined. Any violation of these laws
or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.
Moreover, our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of the ongoing conflicts between Russia
and Ukraine and the Israel-Hamas conflict. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such
developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the likelihood of such threat
and any potential impact.
Further, in July 2023, the SEC adopted amendments to its rules on cybersecurity risk management, strategy, governance, and incident disclosure. The
amendments require us to report material cybersecurity incidents involving our information systems and periodic reporting regarding our policies and
procedures to identify and manage cybersecurity risks, amongst other disclosures. As of the date of this annual report we have not experienced any material
cybersecurity incident which would be disclosable under SEC guidelines.
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For more information on our cybersecurity policies and procedures, please see Item 1C “Cybersecurity.”
Risks Related To Our Common Shares
Future sales of our common shares could cause the market price of our common shares to decline.
The market price of our common shares could decline due to sales of a large number of shares in the market, including sales of shares by our large
shareholders, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell equity securities in the
future at a time and price that we deem appropriate to raise funds through future offerings of common shares.
We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common shares
or adversely affect its market price.
We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet
unexpected liquidity needs caused by industry volatility or uncertainty and reduce our outstanding indebtedness under our existing facilities. To the extent
that our existing capital and borrowing capabilities are insufficient to meet these requirements and cover any losses, we will need to raise additional funds
through debt or equity financings, including offerings of our common shares, securities convertible into our common shares, or rights to acquire our
common shares, or curtail our growth and reduce our assets or restructure arrangements with existing security holders. Any equity or debt financing, or
additional borrowings, if available at all, may be on terms that are not favorable to us. Equity financings could result in dilution to our shareholders, as
described further below, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of our common
shares. If our need for capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to raise the necessary
capital. If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or
respond to competitive pressures or unanticipated requirements.
Future issuances of our common shares could dilute our shareholders’ interests in our company.
We may, from time to time, issue additional common shares to support our growth strategy, reduce debt or provide us with capital for other purposes that
our Board of Directors believes to be in our best interest. To the extent that an existing shareholder does not purchase additional shares that we issue, that
shareholder’s interest in our company will be diluted, which means that its percentage of ownership in our company will be reduced. Following such a
reduction, that shareholder’s common shares would represent a smaller percentage of the vote in our Board of Directors’ elections and other shareholder
decisions.
Volatility in the market price and trading volume of our common shares could adversely impact the trading price of our common shares.
The stock market in recent years has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of companies like us. These broad market factors may materially reduce the market price of our common shares, regardless of our
operating performance. The market price of our common shares, which has experienced significant price fluctuations in the past twelve months, could
continue to fluctuate significantly for many reasons, including in response to the risks described herein or for reasons unrelated to our operations, such as
reports by industry analysts, investor perceptions or negative announcements by our competitors or suppliers regarding their own performance, as well as
industry conditions and general financial, economic and political instability.
Classified Board of Directors.
Our Board of Directors is divided into three classes serving staggered, three-year terms. This classified board provision could discourage a third party from
making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our Board of
Directors from removing a majority of our Board of Directors for up to two years.
We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.
We are incorporated in Bermuda and substantially all of our assets are located outside the United States. In addition, one of our directors is a non-resident of
the United States, and all or a substantial portion of such director’s assets are located outside the
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United States. As a result, it may be difficult or impossible for U.S. investors to serve process within the United States, upon us or our directors and
executive officers, or to enforce a judgment against us for civil liabilities in United States courts.
In addition, you should not assume that courts in the countries in which we are incorporated or where our assets are located would enforce judgments of
United States courts obtained in actions against us based upon the civil liability provisions of applicable United States federal and state securities laws or
would enforce, in original actions, liabilities against us based on those laws.
Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.
We are a Bermuda exempted company. Our memorandum of association and bye-laws and the Companies Act, 1981 of Bermuda, or the Companies Act,
govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial
precedent in some United States jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by
the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a
statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can
establish that our affairs are being conducted, or have been conducted, in a manner oppressive or prejudicial to the interests of some part of the shareholders,
including such shareholder. However, you may not have the same rights that a shareholder in a United States corporation may have.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Our Board of Directors oversees our risk management process, including risks from cybersecurity threats. Our Board of Directors reviews strategic risk
exposure, and members of our management are responsible for addressing the material risks we face on a day-to-day basis. Our Board of Directors
administers its cybersecurity risk oversight function directly as a whole as well as through our Audit Committee. Our Board and our Audit Committee
receive updates from time to time from our management as appropriate on cybersecurity.
Our Chief Financial Officer and our Information Technology department are primarily responsible to assess and manage material risks from cybersecurity
threats and oversee key cybersecurity policies and processes. They are informed about policies and processes to monitor the prevention, detection,
mitigation, and remediation of cybersecurity incidents. Our Global IT Director has 20 years of experience in the design, implementation, and support of
information technology infrastructures.
Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary
and personal information about our charterers, personnel, and vendors. To protect our data, we have employed cybersecurity protocols which are designed to
work in tandem with internal controls to safeguard our information technology environment. Our information technology infrastructure is designed with
commercial flexibility, data integrity, and safety in mind. We utilize a layered approach of systems and policies intended to provide a secure operating
environment and promote business continuity. Our hardware and software systems are equipped with technology intended to offer access and intrusion
protection, software and communications systems protections, and mitigate cybersecurity threats.
We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these
processes into our overall risk management systems and processes. We routinely assess material risks from cybersecurity threats, including any potential
unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability
of our information systems or any information maintained in them.
We utilize industry standard software packages such as RSA and Cisco Firepower to secure our networks. We conduct regular risk assessments to identify
cybersecurity threats. These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of occurrence
and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in
place to manage such risks. As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity
threats.
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For example, we perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold online cybersecurity
training for our employees. Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers.
Following these risk assessments, we design, implement, and maintain safeguards intended to minimize the identified risks; address any identified gaps in
existing safeguards; update existing safeguards as necessary; and monitor the effectiveness of our safeguards.
While we develop and maintain protocols, controls, and systems, that seek to prevent cybersecurity incidents from occurring, we must constantly monitor
and update these protocols, controls, and systems in the face of sophisticated and rapidly evolving attempts to overcome them. The occurrence of
cybersecurity incidents could cause a variety of material adverse impacts on our business, although no such incident has had any such impact to date. For
additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially
affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer
to Item 1A, “Risk Factors,” in this report, including the risk factor entitled “Security breaches and other disruptions to our information technology
infrastructure could interfere with our operations and expose us to liability.” and Item 1, “Business – Environmental and Other Regulations - Safety
Management System Requirements” in this report.
ITEM 2. PROPERTIES
Phoenix Bulk Carriers (US) LLC, the administrative agent for the Company, maintains office space at 109 Long Wharf, Newport, Rhode Island 02840. The
building is owned by 109 Long Wharf LLC (“Long Wharf”), a wholly-owned subsidiary of the Company since September 1, 2014. The property at 109
Long Wharf is owned free of any encumbrances. The Company leases office space in Copenhagen, Athens, Singapore, Port Everglades, FL, and
Connecticut.
ITEM 3. LEGAL PROCEEDINGS
We have not been involved in any legal proceedings which we believe are likely to have, or have had a significant effect on our business, financial position,
results of operations or cash flows, nor are we aware of any proceedings that are pending or threatened which we believe are likely to have a significant
effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the
ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to
customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Market Information
Our common shares have been traded on The Nasdaq Capital Market under the symbol PANL since our common shares began public trading on October 3,
2014. The Company's internet address is www.pangaeals.com.
Holders of Record
As of the close of business on March 13, 2025, there were approximately 15 stockholders of record of our common stock. The actual number of
stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by
brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividends
Under our By-laws, our board of directors may declare dividends or distributions out of contributed surplus and may also pay interim dividends to be paid in
cash, shares of the Company’s stock or any combination thereof. Our board of directors’ objective is to generate competitive returns for our shareholders.
Any dividends declared will be in the sole discretion of the board of directors and will depend upon earnings, restrictions in our debt agreements described
later in this prospectus, market prospects, current capital expenditure programs and investment opportunities, the provisions of Bermuda law affecting the
payment of distributions to shareholders and other factors. Under Bermuda law, the board of directors has no discretion to declare or pay a dividend if there
are reasonable grounds for believing that the Company is, or would after the payment be, unable to pay its liabilities as they become due or the realizable
value of the Company’s assets would thereby be less than its liabilities.
In addition, since we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our
ability to pay dividends will depend on our subsidiaries’ distributing to us their earnings and cash flows. The Company paid a quarterly cash dividend
ranging from $0.035 to $0.10 per common share commencing in May 2019. We cannot assure you that we will be able to pay regular quarterly dividends,
and our ability to pay dividends will be subject to the limitations set forth above and in the section of this Form 10-K titled “Risk Factors.” The Company
has dividends payable of $1.2 million at December 31, 2024. On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of
$0.10 per common share, to be paid on March 13, 2025, to all shareholders of record as of February 28, 2025.
Use of Proceeds
Not applicable
Purchases of Equity Securities by Issuer and Affiliates
Not applicable
Securities Authorized for Issuance Under Equity Compensation Plan
See Part III, Item 12 for information regarding securities authorized for issuance under our equity compensation plan.
ITEM 6. (Reserved)
61
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
The MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year
comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on
March 14, 2024.
Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation
services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the
transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite
and limestone.
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handysize, Handymax,
Supramax, Ultramax and Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or
chartered-in on a short-term basis. For the twelve months ended December 31, 2024, the Company operated on average a total fleet of 48 vessels. At
December 31, 2024, 41 vessels were wholly-owned or partially-owned through joint ventures, following the acquisition of 15 Handysize vessels on
December 30, 2024.
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2024.
62
(In thousands of U.S. dollars)
Vessel Name
Date Acquired
Size
Year Build
Purchase Price
Net Carrying
Amount
m/v Bulk Endurance
January 2017
Ultramax 1C
2017
$
28,000 $
20,616
m/v Bulk Destiny
January 2017
Ultramax 1C
2017
24,000
17,729
m/v Bulk Prudence
June 2023
Ultramax
2014
26,650
26,744
m/v Bulk Courageous
April 2021
Ultramax
2013
16,798
16,028
m/v Nordic Oasis
January 2016
Panamax 1A
2016
32,600
23,436
m/v Nordic Olympic
February 2015
Panamax 1A
2015
32,600
22,089
m/v Nordic Odin
February 2015
Panamax 1A
2015
32,625
21,980
m/v Nordic Oshima
September 2014
Panamax 1A
2014
33,709
23,106
m/v Nordic Orion
April 2012
Panamax 1A
2011
32,363
18,144
m/v Nordic Odyssey
April 2012
Panamax 1A
2010
32,691
17,181
m/v Bulk Valor
June 2021
Supramax
2013
18,182
15,726
m/v Bulk Friendship
September 2019
Supramax
2011
14,447
11,957
m/v Bulk Sachuest
October 2022
Supramax
2010
17,364
15,678
m/v Bulk Brenton
July 2024
Supramax
2016
28,762
28,256
m/v Bulk Patience
August 2024
Supramax
2016
28,663
28,240
m/v Bulk Independence
May 2019
Supramax
2008
14,393
12,622
m/v Bulk Pride
December 2017
Supramax
2008
14,023
10,678
m/v Bulk Freedom
June 2017
Supramax
2005
9,016
7,326
m/v Bulk Spirit
February 2019
Supramax
2009
13,000
11,961
m/v Bulk Xaymaca
August 2018
Panamax
2006
14,010
11,042
m/v Bulk Concord
February 2022
Panamax
2009
19,900
18,511
m/v Bulk Promise
July 2021
Panamax
2013
18,633
16,344
m/v Nordic Nuluujaak
May 2021
Post Panamax 1A
2021
38,424
34,667
m/v Nordic Qinngua
June 2021
Post Panamax 1A
2021
38,471
34,655
m/v Nordic Sanngijuq
September 2021
Post Panamax 1A
2021
37,920
34,291
m/v Nordic Siku
November 2021
Post Panamax 1A
2021
37,935
34,672
m/v Strategic Fortitude
December 2024
Handysize
2016
16,874
16,874
m/v Strategic Resolve
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Explorer
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Entity
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Synergy
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Alliance
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Unity
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Harmony
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Equity
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Venture
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Savannah
December 2024
Handysize
2013
11,431
11,431
m/v Strategic Spirit
December 2024
Handysize
2012
11,068
11,068
m/v Strategic Vision
December 2024
Handysize
2012
11,068
11,068
m/v Strategic Tenacity
December 2024
Handysize
2012
10,705
10,705
m/v Strategic Endeavor
December 2024
Handysize
2010
7,711
7,711
Miss Nora G. Pearl
November 2017
Deck Barge
1979
3,833
1,597
Total
$
856,061 $
732,325
63
Recent Accounting Pronouncements
On January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial
instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of
financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial
statements.
The Company adopted ASU No. 2020-04, ASU No. 2021-01, and ASU No. 2022-06 related to Reference Rate Reform (Topic 848). The adoption did not
have a material impact on the Company’s consolidated financial statements or related disclosures."
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures. This update expands the disclosure requirements for reportable segments by enhancing disclosures
related to significant segment expenses, interim segment profit or loss, and segment assets. It also clarifies how the Chief Operating Decision Maker
("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources. The Company adopted ASU 2023-07
effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements.
For additional details on the adoption effects of ASU 2023-07, refer to Note 16.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of
incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure
requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is
permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding
specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim
periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for
reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently
assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
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 credit losses, vessels and depreciation and long-lived assets impairment considerations,
as defined above as well as the following:
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.
64
Terminal & Stevedore Expenses. Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal &
Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment,
trucking, and other direct miscellaneous 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.
65
Selected Financial Data
(in thousands, except shipping days data)
December 31, 2024
December 31, 2023
Selected Data from the Consolidated Statements of Income
Voyage revenue
$
494,107
$
468,581
Charter revenue
30,326
23,716
Terminal & stevedore revenue
12,103
6,971
Total revenue
536,536
499,268
Voyage expense
237,479
227,435
Charter hire expense
130,764
111,034
Vessel operating expenses
55,544
55,784
Terminal Expenses
9,299
5,809
Total cost of transportation and service revenue
433,085
400,061
Transportation and service depreciation and amortization
30,266
29,960
Gross Profit
73,185
69,247
Other operating expenses
24,736
22,891
Loss on sale of vessels
—
1,739
Income from operations
48,449
44,617
Total other expense, net
(16,679)
(16,079)
Net income
31,769
28,538
Income attributable to noncontrolling interests
(2,866)
(2,214)
Net income attributable to Pangaea Logistics Solutions Ltd.
$
28,903
$
26,322
Net income from continuing operations per common share information
Basic income per share
$
0.64
$
0.59
Diluted income per share
$
0.63
$
0.58
Weighted-average common shares Outstanding - basic
45,392
44,774
Weighted-average common shares Outstanding - diluted
46,046
45,475
Cash dividends declared per share
$
0.40
$
0.40
Adjusted EBITDA
83,040
79,724
Shipping Days
Voyage days
15,669
14,922
Time charter days
1,738
1,789
Total shipping days
17,407
16,711
TCE Rates ($/day)
$
16,485
$
15,849
Selected Data from the Consolidated Balance Sheets
Cash and cash equivalents
$
86,805
$
99,038
Total assets
$
936,457
$
705,180
Total secured debt, financing obligations, and finance leases
$
397,372
$
264,435
Total shareholders' equity
$
474,664
$
370,196
Selected Data from the Consolidated Statements of Cash Flows
Net cash provided by operating activities
$
65,691
$
53,787
Net cash used in investing activities
$
(67,694)
$
(15,982)
Net cash used in by financing activities
$
(10,230)
$
(67,152)
Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
(1)
(2)
66
Adjusted EBITDA represents operating earnings before interest expense, interest income, income taxes, depreciation and amortization, loss on sale of vessels, share-
based compensation and other non-operating income and/or expense, and other non-recurring items, 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.
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).
The reconciliation of gross profit to net transportation and service revenue and income from operations to Adjusted EBITDA is as follows:
(in thousands)
Years Ended December 31,
2024
2023
Net Transportation and Service Revenue
Gross Profit
$
73,185 $
69,247
Add:
Transportation and service depreciation and amortization
30,266
29,960
Net transportation and service revenue
$
103,451 $
99,207
Adjusted EBITDA
Net Income
$
31,769 $
28,538
Interest expense, net
17,154
13,916
Depreciation and amortization
30,376
30,070
EBITDA
$
79,299 $
72,524
Loss on sale of vessel
—
1,739
Share-based compensation
2,788
2,088
Unrealized loss on derivative instruments, net
953
2,925
Other non-recurring items
—
448
Adjusted EBITDA
$
83,040 $
79,724
Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel
operating expenses, and terminal & stevedore expenses. Net transportation and service revenue is included because it is used by management and certain investors to
measure performance by comparison to other logistic service providers. Net transportation and service 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 transportation and service revenue used here may not be
comparable to an operating measure used by other companies.
Gross profit represents total revenue less total cost of transportation and service revenue and less transportation related depreciation and amortization.
Industry Overview
The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for
transportation of dry bulk commodities. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,754 for 2024, compared to an
average of 1,426 for 2023, up approximately 23%. More specifically, and reflecting the composition of the Company's fleet, the average published market
rates for Supramax and Panamax vessels rose approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024. We have historically experienced
fluctuations in our results of operations on a quarterly and annual basis due to the volatility of the dry bulk sector. We expect to experience continued
fluctuations in our operating results in the foreseeable future due to a variety of factors, including cargo demand for vessels, supply of vessels, competition,
and seasonality.
(1)
(2)
(3)
(4)
(3)
(4)
67
TCE Performance
For the year ended December 31, 2024, the Company's TCE rate increased by 4% to $16,485 from $15,849 in 2023, while dry bulk market rates for
Panamax and Supramax vessels rose by approximately 17%. The Company's TCE rate outperformed the average of the Baltic Panamax and Supramax
market indexes, exceeding average market rates by approximately 24%. This outperformance was driven by the Company's long-term contracts of
affreightment (COAs), specialized fleet, and cargo-focused strategy.
2024 Highlights
•
Net income attributable to Pangaea Logistics Solutions Ltd. was $28.9 million for twelve months ended December 31, 2024 as compared to $26.3
million for the same period of 2023.
•
Diluted net income per share was $0.63 for twelve months ended December 31, 2024, as compared to $0.58 for the same period of 2023.
•
Time Charter Equivalent ("TCE") rates earned by Pangaea was $16,485 per day for twelve months ended December 31, 2024 and $15,849 per day
for the same period of 2023.
•
Adjusted EBITDA was $83.0 million for twelve months ended December 31, 2024, as compared to $79.3 million for the same period of 2023.
•
At the end of the year, Pangaea had $86.8 million in cash, and cash equivalents.
Results of Operations
Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023
Revenues
Pangaea’s revenues are derived predominantly from voyage charters and time charters. Total revenue for the fiscal year ended December 31, 2024, was
$536.5 million compared to $499.3 million, for the same period in 2023, a 7% increase. The number of shipping days increased 4% to 17,407 in the fiscal
year ended December 31, 2024, from 16,711 for the same period in 2023. The revenue increase was primarily due to a 4% increase in the average TCE rate,
which was $16,485 per day for the twelve months ended December 31, 2024, compared to $15,849 per day for the same period in 2023.
Components of revenue are as follows:
Voyage revenues increased by 5% for the fiscal year ended December 31, 2024 to $494.1 million from $468.6 million for the same period in 2023. The
increase was primarily driven by higher average TCE rates in 2024 due to stronger market conditions. The number of voyage days increased 5% to
15,669 for the twelve months ended December 31, 2024 from 14,922 for the same period in 2023.
Charter revenues increased to $30.3 million from $23.7 million, or 28%, for the year ended December 31, 2024 compared to the same period in 2023.
The increase in charter revenues was due to an increase in charter hire rates evidenced by the increase in index rates for Panamax and Supramax vessels
of approximately 17% compared to the same period of 2023 and partially offset by a decrease in time charter days. The time charter days were down 3%
to 1,738 in the twelve months ended December 31, 2024 from 1,789 in the twelve months ended December 31, 2023. The time charter revenue per day
was $17,450 for the twelve months ended December 31, 2024 compared to $13,258 for the same period of 2023. The optionality of our chartering
strategy, in which the Company charters vessels in on short term periods with market available days during the charter period, allows the Company to
selectively release excess ship days, if any, into the market under time charter arrangements.
Terminal & Stevedore revenues increased by 74% to $12.1 million from $7.0 million for the twelve months ended December 31, 2024 compared to the
same period in 2023. This revenue increase is mainly due to the acquisition of port operations in June 2023, which contributed to a full year of
operations in the current year.
Voyage Expenses
Voyage expenses for the fiscal year ended December 31, 2024, were $237.5 million, a 4% increase from $227.4 million for the year ended December 31,
2023. This increase was primarily driven by a 5% rise in voyage days.
68
Charter Hire Expenses
The Company charters in vessels, typically on a short-term basis, from other shipowners to supplement its owned fleet. Charter hire expenses paid to third-
party shipowners were $130.8 million for the year ended December 31, 2024, compared to $111.0 million for the year ended December 31, 2023, an 18%
increase. The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels and a rise in the number of chartered-in
days from 7,933 in 2023 to 8,523 in 2024.
Per-day charter hire expenses were $15,342 for the twelve months ended December 31, 2024, compared to $13,996 for the same period in 2023. The
average published market rates for Supramax and Panamax vessels increased approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024.
The Company's flexible charter-in strategy allows it to supplement its owned fleet with short-term chartered-in tonnage at prevailing market prices when
needed to meet cargo demand.
Vessel Operating Expenses
Vessel operating expenses for the year ended December 31, 2024, totaled $55.5 million, slightly lower than the $55.8 million recorded for the same period
in 2023. Ownership days for the twelve months ended December 31, 2024, and 2023 were 8,741 and 8,230, respectively. Excluding technical management
fees, vessel operating expenses per day were $5,820 in 2024, down from $6,256 in 2023. Technical management fees amounted to $4.7 million in 2024,
compared to $4.3 million in 2023.
Terminal & Stevedore Expenses
Terminal and stevedore expenses increased to $9.3 million for the twelve months ended December 31, 2024, up from $5.8 million for the same period in
2023. This increase was primarily driven by the acquisition of port operations in June 2023, resulting in a full year of operational contributions in 2024.
General and Administrative Expenses
The increase in general and administrative expenses from $22.8 million to $24.6 million for the year ending December 31, 2024, was primarily driven by
higher compensation related expenses.
Depreciation and Amortization
We depreciate our vessels on a straight-line basis over their expected useful life, which ranges from 25 to 30 years from the date of initial delivery from the
shipyard to the original owner. Depreciation is calculated based on the vessel's cost, less its estimated residual value. The residual value is determined using
a scrap rate of $300 per lightweight ton (lwt).
Depreciation and amortization expense increased by $0.3 million, or 1%, primarily due to an increase in ownership days, which rose to 8,741 days in 2024
from 8,230 days in 2023 as a result of vessel acquisitions. Additionally, the increase in depreciation and amortization expense was driven by higher
drydocking amortization, with four drydockings completed in 2024 compared to three in 2023.
Loss on sale of vessels
In the year ended December 31, 2023, the Company recorded a $1.7 million loss on the sale of the M/V Bulk Trident and M/V Bulk Newport. No vessel
sale gains or losses were recorded in 2024.
Unrealized (Loss) Gain on Derivative Instruments
The Company evaluates risks related to fluctuating future freight rates and bunker prices and, when appropriate, actively hedges identified economic risks
that may impact the operating income of long-term cargo contracts through forward freight agreements or bunker swaps. The use of these derivatives may
result in period-to-period fluctuations in the Company's reported operating results.
In the year ended December 31, 2024, the Company recorded an unrealized loss on derivative instruments of $1.0 million, compared to an unrealized loss of
$2.9 million in the year ended December 31, 2023. For further details, refer to Note 7, Margin Account, Derivatives, and Fair Value Measures, in the
consolidated financial statements.
69
Liquidity and Capital Resources
Liquidity and Cash Needs
The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-
controlling interests, and proceeds from long-term debt, financing obligations and finance leases. The Company has used its capital primarily to fund
operations, vessel acquisitions, and the repayment of debt and the associated interest expense. The Company may consider debt or additional equity
financing alternatives from time to time. However, if market conditions deteriorate, 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 December 31, 2024 and 2023, the Company had working capital of $82.9 million and $86.5 million, respectively. The decrease in working capital was
primarily driven by the increase in bunker inventory, partially offset by a rise in accounts payable.
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 $65.7 million in 2024, and $53.8 million in 2024; its excess of cash and cash restricted by facility agents
over the current portion of secured long-term debt, financing obligations and finance leases, and its focus on contract employment (COAs). In addition, the
Company has demonstrated its ability to adapt to changing market conditions by changing the chartered-in profile to meet its cargo commitments and react
to volatile market rates. The Company believes that future operating cash flows together with cash on hand, availability of borrowings, and contributions
from non-controlling interests will be sufficient to meet our future operating and capital expenditure cash requirements for the next 12 months and the
foreseeable future. For more information on the results of operations, see Part II. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations.
The table below summarizes our primary sources and uses of cash for the fiscal years ended December 31, 2024 and 2023. We have derived these
summarized statements of cash flows from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Amounts in the
table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
(in millions)
2024
2023
Net cash provided by/(used in):
Operating activities:
Net income adjusted for non-cash items
$
64.1
$
65.0
Changes in operating assets and liabilities, net
1.6
(11.2)
Operating activities
65.7
53.8
Investing activities
(67.7)
(16.0)
Financing activities
(10.2)
(67.2)
Net change
$
(12.2)
$
(29.3)
Operating Activities
Net cash provided by operating activities during the year ended December 31, 2024 was $65.7 million, compared to net cash provided by operating
activities of $53.8 million during the year ended December 31, 2023. The cash flows from operating activities increased compared to the same period in the
prior year primarily due to the increase in income from operations, and timing of customer receipts and supplier payments.
Investing Activities
Net cash used in investing activities for the twelve months ended December 31, 2024, was $67.7 million, compared to $16.0 million for the same period in
2023. In 2024, the Company spent $69.3 million on purchasing two vessels and vessel improvements and $0.0 million as a partial cash allocation for the
SSI asset acquisition. These outflows were partially offset by $1.9 million in dividends received from equity method investments.
70
In 2023, net cash used in investing activities totaled $16.0 million, primarily due to $27.3 million spent on vessel acquisitions and $7.2 million on port and
terminal operations acquisitions, partially offset by the proceeds from the sale of two vessels for $17.3 million.
Financing Activities
Net cash used in financing activities in 2024 was $10.2 million compared to net cash used in financing activities of $67.2 million for the same period of
2023. During the twelve months ended December 31, 2024, the Company repaid $33.1 million of long term debt, $19.2 million of financing obligations and
$3.0 million finance leases. Additionally, the Company distributed $18.7 million in cash dividends to common stockholders and made payments totaling
$21.0 million, including $19.0 million for the acquisition of the remaining 50% equity ownership of Nordic Bulk Partners LLC from HS Nordic LLC and
$2.0 million for payments to non-controlling interests recorded as a long-term liability. The Company also paid $2.3 million in cash dividends to non-
controlling interests, offset by new borrowing of 89million.
Net cash used in financing activities for 2023 totaled $67.2 million. Over the twelve months ended December 31, 2023, the Company repaid $15.8 million
in long-term debt, $11.3 million in financing obligations, and $8.9 million in finance leases. Additionally, the Company distributed $18.1 million in cash
dividends to common stockholders and $10.4 million in cash dividends to non-controlling interests. The Company also made a $2.5 million payment to non-
controlling interests, recorded as a long-term liability.
Capital Expenditures
The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, and to capital improvements to its vessels which are expected
to enhance the revenue earning capabilities and safety of these vessels. The Company’s owned or partially owned and controlled fleet at December 31, 2024
includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); nine Supramax drybulk carriers, two Ultramax Ice-Class IC, two Ultramax, four
Post Panamax Ice Class 1A drybulk vessels, and 15 Handysize vessels acquired through the Strategic Shipping Inc. merger.
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. This includes installation of BWTS required under new regulations, the cost of which will be $0.5 million to $0.7
million per vessel. The Company has some flexibility regarding the timing of drydocking, but the total cost is unpredictable. The Company expects to
perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million. The Company expects to perform four intermediate surveys
in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and related repair work is ten to
twenty days per vessel, depending on the size and condition of the vessel. Funding of these requirements is anticipated to 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.
71
Critical Accounting Policies and Estimates
As discussed in Note 3, "Summary of Significant Accounting Policies," of our Financial Statements, which describes our significant accounting policies, the
preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise judgment in the process of applying our accounting
policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial
statements and accompanying notes. The accounting policies and estimates that we believe are most critical to the portrayal of our financial condition and
results of operations are listed below. We believe these policies require the most difficult, subjective, and complex judgments in estimating the effect of
inherent uncertainties.
Revenue Recognition: Revenues are generated from time charters and voyage charters. Time charter revenues are recognized on a straight-line basis over
the term of the respective time charter agreements as service is provided. Voyage revenues represent revenues earned by the Company, principally from
providing transportation services under voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port to
discharge port basis, subject to various cargo handling terms. Under a voyage charter, the service revenues are earned and recognized ratably over the
duration of the voyage. A contract is accounted for when it has approval and commitment from both parties, the rights and payment terms are identified, the
contract has commercial substance and collectability of consideration is probable.
Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the
stipulated time in the voyage charter. Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances
under which demurrage revenues arise. Demurrage revenue is included in the calculation of voyage revenue and recognized ratably over the duration of the
voyage to which it pertains. Voyage revenue recognized is presented net of address commissions.
Charter revenues relate to a time charter arrangement under which the Company is paid to provide transportation services on a per day basis for a specified
period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the charters do not fall under
the scope of ASC 606. Revenue is not earned when vessels are offhire.
Terminal & Stevedore Revenue: Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company
operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled.
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 assets group level, which represents the lowest level for which identifiable cash
flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or
trade.
The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time
charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated
TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of
the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is
contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company
prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and
address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of
drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate.
The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash
flows do not exceed the carrying value of the asset group, an impairment charge would be calculated. Measurement of the impairment loss is based on the
fair value of the asset as provided by third parties.
The Company concluded that no triggering event occurred during the twelve months ended December 31, 2024, which would require impairment testing.
72
In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded
their fair value. On January 18, 2023, the Company entered into a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net
consideration after brokerage commissions, resulting in a recorded loss on sale of $1.2 million in the first quarter of 2023. Similarly, on October 17, 2023,
the Company signed a memorandum of agreement to sell the m/v Bulk Trident for $9.5 million in net consideration after brokerage commissions, resulting
in a loss on sale of $0.6 million in the fourth quarter of 2023.
The Company conducted an impairment analysis on each asset group and determined that the estimated undiscounted future cash flows exceeded their
carrying amounts. Therefore, no additional loss on impairment was recognized. Also the Company concluded that no other triggering event had occurred
during the remaining period of the 2023 which would require impairment testing.
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2024.
Vessel Name
Date Acquired
Size
Year Build
Purchase Price
($000)
Net Carrying
Amount ($000)
m/v Bulk Endurance
January 2017
Ultramax 1C
2017
$
28,000
$
20,616
m/v Bulk Destiny
January 2017
Ultramax 1C
2017
24,000
17,729
m/v Bulk Prudence
June 2023
Ultramax
2014
26,650
26,744
m/v Bulk Courageous
April 2021
Ultramax
2013
16,798
16,028
m/v Nordic Oasis
January 2016
Panamax 1A
2016
32,600
23,436
m/v Nordic Olympic
February 2015
Panamax 1A
2015
32,600
22,089
m/v Nordic Odin
February 2015
Panamax 1A
2015
32,625
21,980
m/v Nordic Oshima
September 2014
Panamax 1A
2014
33,709
23,106
m/v Nordic Orion
April 2012
Panamax 1A
2011
32,363
18,144
m/v Nordic Odyssey
April 2012
Panamax 1A
2010
32,691
17,181
m/v Bulk Valor
June 2021
Supramax
2013
18,182
15,726
m/v Bulk Friendship
September 2019
Supramax
2011
14,447
11,957
m/v Bulk Sachuest
October 2022
Supramax
2010
17,364
15,678
m/v Bulk Brenton
July 2024
Supramax
2016
28,762
28,256
m/v Bulk Patience
August 2024
Supramax
2016
28,663
28,240
m/v Bulk Independence
May 2019
Supramax
2008
14,393
12,622
m/v Bulk Pride
December 2017
Supramax
2008
14,023
10,678
m/v Bulk Freedom
June 2017
Supramax
2005
9,016
7,326
m/v Bulk Spirit
February 2019
Supramax
2009
13,000
11,961
m/v Bulk Xaymaca
August 2018
Panamax
2006
14,010
11,042
m/v Bulk Concord
February 2022
Panamax
2009
19,900
18,511
m/v Bulk Promise
July 2021
Panamax
2013
18,633
16,344
m/v Nordic Nuluujaak
May 2021
Post Panamax 1A
2021
38,424
34,667
m/v Nordic Qinngua
June 2021
Post Panamax 1A
2021
38,471
34,655
m/v Nordic Sanngijuq
September 2021
Post Panamax 1A
2021
37,920
34,291
m/v Nordic Siku
November 2021
Post Panamax 1A
2021
37,935
34,672
m/v Strategic Fortitude
December 2024
Handysize
2016
16,874
16,874
m/v Strategic Resolve
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Explorer
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Entity
December 2024
Handysize
2015
14,606
14,606
m/v Strategic Synergy
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Alliance
December 2024
Handysize
2014
14,062
14,062
73
Vessel Name
Date Acquired
Size
Year Build
Purchase Price
($000)
Net Carrying
Amount ($000)
m/v Strategic Unity
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Harmony
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Equity
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Venture
December 2024
Handysize
2014
14,062
14,062
m/v Strategic Savannah
December 2024
Handysize
2013
11,431
11,431
m/v Strategic Spirit
December 2024
Handysize
2012
11,068
11,068
m/v Strategic Vision
December 2024
Handysize
2012
11,068
11,068
m/v Strategic Tenacity
December 2024
Handysize
2012
10,705
10,705
m/v Strategic Endeavor
December 2024
Handysize
2010
7,711
7,711
Miss Nora G. Pearl
November 2017
Deck Barge
1979
3,833
1,597
Total
$
856,061
$
732,325
Borrowing Activities
As of December 31, 2024 and 2023 the Company’s borrowing activities primarily consisted of:
•
Long-term secured debt, refer to "Note 9, Secured long-term debt" for detail information
•
Financing obligations, refer to "Note 9, Secured long-term debt" for detail information
•
Finance leases, refer to "Note 10, Finance leases" for detail information
Related Party Transactions
Refer to "Note 8, Related party transactions"
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as of December 31, 2024 or 2023.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
Not applicable for a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information appears following Item 15 of this Report and is included herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with accountants on accounting or financial disclosure during 2024 or 2023.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls
74
and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Based on the evaluation performed as of December 31, 2024, as a result of the material weakness in internal
control over financial reporting that is described below in Management's Report on Internal Control Over Financial Reporting, our Chief Executive Officer
and Chief Financial Officer determined that the Company's disclosure controls and procedures were not effective as of such date.
Notwithstanding our material weakness described below, we have concluded that the consolidated financial statements and other financial information
included in this Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in
conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP").
Inherent Limitations over Internal Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our
internal control over financial reporting will prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there
is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
Management's Report on Internal Controls Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f) and 15d-15(f). Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation,
management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 due to the
material weakness described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
As of December 31, 2024, management identified a material weakness regarding the application of ASC 606, Revenue from Contracts with Customers
(“ASC 606”), as it relates to certain reimbursements received from its customers for expenses incurred in servicing customer contracts. Consequently, this
error resulted in an understatement, in identical amounts, of both voyage and charter revenue and voyage expenses. Management determined that review
controls over the application of ASC 606 were not designed and implemented appropriately during the current year. Therefore, we concluded that the
deficiency represents a material weakness in the Company’s internal control over financial reporting, and our internal control over financial reporting was
not effective as of December 31, 2024.
Notwithstanding our material weakness described above, there were no material misstatements of the consolidated financial statements and other financial
information included in this Form 10-K and it fairly presents in all material respects our financial condition, results of operations and cash flows for the
periods presented in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP") for all periods presented and it did not require any
changes to previously issued financial results.
Remediation Efforts
Management is committed to remediating the material weakness described above. The Company has initiated efforts to design and implement effective
internal controls to enhance financial reporting. These remediation efforts include:
•
Enhancing review and approval procedures for revenue recognition, including the implementation of additional validation controls within the
voyage accounting system.
•
Strengthening supervisory review processes to ensure revenue transactions are properly classified in compliance with ASC 606.
75
•
Implementing controls to align general ledger account mapping with the presentation of amounts in the consolidated financial statements.
The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting
and will address the identified material weakness. We plan to fully implement and operate the redesigned processes and procedures in the upcoming fiscal
year. The material weaknesses will not be considered formally remediated until these controls have operated effectively for a sufficient period of time and
management has concluded, through testing, that the controls are operating effectively.
Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting
The Company’s internal control over financial reporting as of December 31, 2024 has been audited by Grant Thornton LLP, an independent registered
public accounting firm. As stated in their report, which is included herein, the firm issued an adverse opinion.
Changes in Internal Control over Financial Reporting
Other than the material weakness and on-going remediation efforts described above, there have been no changes in the Company's internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the year ended December 31, 2024, that have materially
affected, or are reasonably likely to materially affect our internal control over financial reporting.
76
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Pangaea Logistics Solutions Ltd.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd. (a Bermuda corporation) and subsidiaries (the “Company”)
as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs
on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of
December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The
following material weakness has been identified and included in management’s assessment.
The Company did not design and maintain sufficient controls to ensure the appropriate classification of revenue transactions with certain expense
reimbursements received from customers.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated
financial statements of the Company as of and for the year ended December 31, 2024. The material weakness identified above was considered in
determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our
report dated March 17, 2025, which expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
77
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Other information
We do not express an opinion or any other form of assurance on the remediation efforts described in the Management’s Report on Internal Control Over
Financial Reporting.
/s/ GRANT THORNTON LLP
Boston, Massachusetts
March 17, 2025
78
ITEM 9B. OTHER INFORMATION.
None.
79
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
80
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required to be disclosed under this Item 10 is incorporated herein by reference to the Company’s definitive proxy statement, which will be
filed with the Commission pursuant to Regulation 14A within 120 days following the end of the Company’s most recent fiscal year (the “2025 Proxy
Statement”).
Information relating to our Code of Ethics and our Insider Trading Policy and Procedures is included as Exhibit 19.1 to this Report.
We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of the Code of Ethics
for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions by posting
such information on our website, https://www.pangaeals.com.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding compensation of our executive officers is incorporated by reference to the text set forth in the 2025 Proxy Statement under the
heading “Executive Compensation.”
81
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER
MATTERS
Information regarding the beneficial ownership of shares of our common stock by certain persons is incorporated by reference to the text set forth in the
2025 Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”
ITEM 13. CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information regarding certain of our transactions and director independence is incorporated by reference to the text set forth in the 2025 Proxy Statement
under the heading “Certain Relationships and Related Transactions” and “Director Independence.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding our accountant fees and services is incorporated by reference to the text set forth in the 2025 Proxy Statement under the heading
“Ratification of Appointment of Independent Auditors.”
82
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Contents
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)
F-2
Consolidated Financial Statements:
Consolidated Balance Sheets
F-4
Consolidated Statements of Income
F-5
Consolidated Statements of Changes in Stockholders' Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to Consolidated Financial Statements
F-8
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Pangaea Logistic Solutions Ltd.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Pangaea Logistics Solutions Ltd. (a Bermuda corporation) and subsidiaries (the
“Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of
the two years in the period ended December 31, 2024, and the related notes collectively referred to as the “consolidated financial statements”). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and
2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s
internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 17, 2025 expressed an adverse
opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relate.
Valuation of a Customer Receivable
As described further in Note 3 to the financial statements, the Company had a significant customer who accounted for 35% of the accounts receivable
balance as of December 31, 2024. We identified the analysis of the allowance for credit losses on this customer’s accounts receivable balance as a critical
audit matter.
The principal considerations for our determination that the analysis of the allowance for credit losses of the customer receivable is a critical audit matter is
that there is a high degree of estimation uncertainty resulting from management's judgments around the customer’s ability to meet its remaining payment
obligation under the contract. Auditing these judgements and estimates requires a high degree of auditor judgment and an increased extent of effort to assess
the appropriateness of management’s estimates and assumptions used.
F-2
Our audit procedures related to the recoverability of the customer receivable included the following, among others.
•
We tested the design and operating effectiveness of the Company’s internal controls over the recoverability of the customer receivable.
•
Evaluated management’s assessment on the expected recoverability.
•
Confirmed the outstanding balance and the completeness of the agreements with the customer.
•
Evaluated the financial statements and forecasts provided by the customer, analyzing the forecast in comparison to historical performance and
industry outlook trends.
•
Inspected the application of cash collections during and subsequent to the year ended December 31, 2024.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2013.
Boston, Massachusetts
March 17, 2025
F-3
Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
December 31, 2024
December 31, 2023
Assets
Current Assets
Cash and cash equivalents
$
86,805,470
$
99,037,866
Accounts receivable (net of allowance of $5,492,901 and $5,657,837 at December 31, 2024 and 2023,
respectively)
42,370,830
47,891,501
Inventories
32,848,241
16,556,266
Advance hire, prepaid expenses and other current assets
29,969,352
28,340,246
Total current assets
191,993,893
191,825,879
Fixed assets, at cost, net of accumulated depreciation of $151,951,990 and $127,015,253, at December 31,
2024 and 2023, respectively
707,826,328
474,265,171
Finance lease right of use assets, at cost, net of accumulated depreciation of $10,697,881 and $10,539,384
at December 31, 2024 and 2023, respectively
28,771,531
30,393,823
Goodwill
3,104,800
3,104,800
Other Non-current Assets
4,760,529
5,590,295
Total assets
$
936,457,081
$
705,179,968
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities
$
46,581,567
$
34,346,202
Related party payable
1,181,015
1,490,060
Deferred revenue
15,447,488
15,629,886
Current portion of long-term debt
16,576,195
30,751,726
Current portion of financing obligations
25,267,105
18,980,512
Current portion of finance lease liabilities
2,843,750
2,989,612
Dividends payable
1,210,991
1,146,321
Total current liabilities
109,108,111
105,334,319
Secured long-term debt, net
112,720,545
68,446,309
Financing Obligations, net
229,529,792
130,037,711
Finance lease liabilities, net
10,434,298
13,229,156
Long-term liabilities - other - Note 11
—
17,936,540
Commitments and contingencies - Note 12
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, 64,961,433 and 46,466,622 shares
issued and outstanding at December 31, 2024 and 2023, respectively
6,498
4,648
Additional paid-in capital
258,659,972
164,854,546
Retained Earnings
169,155,149
159,026,799
Total Pangaea Logistics Solutions Ltd. equity
427,821,619
323,885,993
Non-controlling interests
46,842,716
46,309,940
Total stockholders' equity
474,664,335
370,195,933
Total liabilities and stockholders' equity
$
936,457,081
$
705,179,968
The accompanying notes are an integral part of these consolidated financial statements
4
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Income
Years ended December 31,
2024
2023
Revenues:
Voyage revenue
$
494,106,763 $
468,580,914
Charter revenue
30,326,291
23,715,895
Terminal & stevedore revenue
12,103,192
6,971,025
Total revenue
536,536,246
499,267,834
Operating expenses:
Voyage expense
237,478,669
227,434,670
Charter hire expense
130,763,801
111,033,537
Terminal & stevedore expenses
9,299,425
5,809,025
Vessel operating expenses
55,543,547
55,783,562
General and administrative
24,626,469
22,780,937
Depreciation and amortization
30,375,721
30,070,395
Loss on sale of vessels
—
1,738,511
Total operating expenses
488,087,632
454,650,637
Income from operations
48,448,614
44,617,197
Other (expense) income:
Interest expense
(17,073,184)
(17,025,547)
Interest income
3,022,593
3,572,134
Income attributable to Non-controlling interest recorded as long-term liability interest expense
(3,103,018)
(462,150)
Unrealized (loss) gain on derivative instruments
(953,042)
(2,925,347)
Other income
1,427,530
761,485
Total other expense, net
(16,679,121)
(16,079,425)
Net income
31,769,493
28,537,772
Income attributable to noncontrolling interests
(2,866,110)
(2,214,472)
Net income attributable to Pangaea Logistics Solutions Ltd.
$
28,903,383 $
26,323,300
Earnings per common share:
Basic
$
0.64 $
0.59
Diluted
$
0.63 $
0.58
Weighted average shares used to compute earnings per common share
Basic
45,391,855
44,773,899
Diluted
46,046,044
45,475,453
The accompanying notes are an integral part of these consolidated financial statements
5
Pangaea Logistics Solutions Ltd. Consolidated Statements of Changes in Stockholders' Equity
Common Stock
Additional Paid-
in Capital
Retained
Earnings
Total Pangaea
Logistics
Solutions Ltd.
Equity
Non-
Controlling
Interest
Total
Stockholders'
Equity
Shares
Amount
Balance at December 31, 2022
45,898,395
$
4,590
$
162,894,080
$
151,327,392
$
314,226,062
$
54,495,468
$
368,721,530
Share-based compensation
—
—
2,087,807
—
2,087,807
—
2,087,807
Issuance of restricted shares, net of
forfeitures
568,227
58
(127,341)
—
(127,283)
—
(127,283)
Distribution to Non-Controlling Interests
—
—
—
—
—
(10,400,000)
(10,400,000)
Common Stock Dividend
—
—
—
(18,623,893)
(18,623,893)
—
(18,623,893)
Net income
—
—
—
26,323,300
26,323,300
2,214,472
28,537,772
Balance at December 31, 2023
46,466,622
$
4,648
$
164,854,546
$
159,026,799
$
323,885,993
$
46,309,940
$
370,195,933
Share-based compensation
—
—
2,788,190
—
2,788,190
—
2,788,190
Equity Consideration for Strategic
Shipping Inc. Acquisition
18,059,342
1,806
91,017,280
—
91,019,086
—
91,019,086
Issuance of restricted shares, net of
forfeitures
435,469
44
(44)
—
—
—
—
Distribution to Non-Controlling
interests
—
—
—
—
—
(2,333,334)
(2,333,334)
Common Stock Dividend
—
—
—
(18,775,033)
(18,775,033)
—
(18,775,033)
Net income
—
—
—
28,903,383
28,903,383
2,866,110
31,769,493
Balance at December 31, 2024
64,961,433
$
6,498
$
258,659,972
$
169,155,149
$
427,821,619
$
46,842,716
$
474,664,335
The accompanying notes are an integral part of these consolidated financial statements
6
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
Years ended December 31,
2024
2023
Operating activities
Net income
$
31,769,493
$
28,537,772
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense
30,375,721
30,070,395
Amortization of deferred financing costs
1,033,735
946,593
Amortization of prepaid rent
121,865
121,532
Unrealized loss on derivative instruments
953,042
2,925,347
Income from equity method investee
(1,709,593)
(684,470)
Earnings attributable to non-controlling interest recorded as interest expense
3,103,018
462,150
Provision for doubtful accounts
1,835,064
2,938,879
Loss on sales of vessels
—
1,738,511
Drydocking costs
(6,202,093)
(4,154,283)
Share-based compensation
2,788,190
2,087,807
Change in operating assets and liabilities:
Accounts receivable
3,685,607
(14,075,231)
Inventories
(11,030,458)
12,548,170
Advance hire, prepaid expenses and other current assets
(2,688,870)
(342,776)
Accounts payable, accrued expenses, other current liabilities and related party payable
11,839,070
(4,079,047)
Deferred revenue
(182,398)
(5,254,072)
Net cash provided by operating activities
65,691,393
53,787,277
Investing activities
Purchase of vessels and vessel improvements
(69,264,985)
(27,264,044)
Proceeds from sale of vessels
—
17,271,489
Acquisitions, net of cash acquired
—
(7,200,000)
Purchase of equipment and internal use software
(167,481)
—
Contribution to non-consolidated subsidiaries and other investments
(171,699)
(427,270)
Dividends received from equity method investments
1,910,000
1,637,500
Net cash used in investing activities
(67,694,165)
(15,982,325)
Financing activities
Proceeds from long-term debt
64,150,000
—
Payments of financing and issuance costs
(2,043,785)
—
Payments of long-term debt
(33,082,460)
(15,782,528)
Proceeds from financing obligations
25,000,000
—
Payments on financing obligations
(19,180,510)
(11,295,522)
Payments of finance leases
(2,989,613)
(8,942,609)
Dividends paid to non-controlling interests
(2,333,334)
(10,400,000)
Common stock accrued dividends paid
(18,710,364)
(18,103,750)
Cash paid for incentive compensation shares relinquished
—
(127,283)
Payments to non-controlling interest recorded as long-term liability
(21,039,558)
(2,500,000)
Net cash used in financing activities
(10,229,624)
(67,151,692)
Net (decrease) increase in cash and cash equivalents
(12,232,396)
(29,346,740)
Cash and cash equivalents at beginning of period
$
99,037,866
$
128,384,606
Cash and cash equivalents at end of period
$
86,805,470
$
99,037,866
Supplemental cash flow items:
Cash paid for interest
$
17,983,252
$
18,850,078
Acquisition of Strategic Shipping Inc. through issuance of 18,059,342 shares of common stock, with a value of
$91,019,086, as non-cash consideration.
$
91,019,086
$
—
Fair value of loans and lease liabilities (ASC 842) assumed
$
100,049,292
$
—
The accompanying notes are an integral part of these consolidated financial statements
F-7
NOTE 1 - GENERAL INFORMATION
Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, the “Company” or “Pangaea”) provides seaborne drybulk logistics and transportation
services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk
cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics
needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage
planning, and technical vessel management.
As of December 31, 2024, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax and nine Supramax vessels. The Company owns
two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.
The Company owned 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. On November 6,
2024, Pangaea Logistics Solutions Ltd. completed the acquisition of the remaining 50% equity ownership in Nordic Bulk Partners LLC from HS Nordic
LLC for $19.0 million in cash, thereby securing full ownership of Nordic Bulk Partners. Refer to "Note 11, Other Long-Term Liabilities". The Company
owns fifteen Handysize vessels acquired through the Strategic Shipping Inc. merger. The Company also has a 50% interest in the owner of a deck barge.
Additionally, the Company owns port and terminal operations located in Fort Lauderdale, Florida, and Baltimore, Maryland.
NOTE 2 – NATURE OF ORGANIZATION
The consolidated financial statements include the operations of Pangaea Logistics Solutions Ltd. and its wholly-owned subsidiaries (collectively referred to
as “the Company”), as well as other entities consolidated pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation. A summary of the
Company’s consolidation policy is provided in Note 3. A summary of the Company’s variable interest entities is provided at Note 5.
At December 31, 2024 and 2023, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:
•
Nordic Bulk Holding Company Ltd. (“NBHC”) - a corporation that was duly organized under the laws of Bermuda. NBHC was established in
October 2012, for the purpose of owning Bulk Nordic Odyssey Ltd. (“Bulk Odyssey”) and Bulk Nordic Orion Ltd. (“Bulk Orion”) and to invest
in additional vessels through its wholly-owned subsidiaries. On September 28, 2020, the Company acquired an additional one-third equity
interest in its partially-owned consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) from one of NBHC’s shareholders. The
Company owns two-thirds equity interest of NBHC after the acquisition and the remainder one-third equity interest is owned by a third-party at
December 31, 2024. The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct
its activities through time charter arrangements with Pangaea Denmark covering all of its owned vessels. Accordingly, the Company has
consolidated NBHC for the years ended December 31, 2024 and 2023. Bulk Odyssey, Bulk Orion, Bulk Nordic Oshima Ltd. (“Bulk Oshima”),
Bulk Nordic Olympic Ltd. (“Bulk Olympic”), Bulk Nordic Odin Ltd. (“Bulk Odin”) and Bulk Nordic Oasis Ltd. (“Bulk Oasis”), corporations
duly organized under the laws of Bermuda between March 2012 and February 2015, are owned by NBHC. These entities were established for
the purpose of owning m/v Nordic Odyssey, m/v Nordic Orion, m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic
Oasis, respectively. On December 23, 2020 NBHC formed two new wholly owned subsidiaries, Bulk Nordic Odyssey (MI) Corp., and Bulk
Nordic Orion (MI) Corp. for the purpose of transferring ownership of the m/v Nordic Odyssey and m/v Nordic Orion to these companies
respectively. On January 21, 2021 NBHC formed four new wholly owned subsidiaries, Bulk Nordic Oasis (MI) Corp., Bulk Nordic Odin (MI)
Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oshima (MI) Corp. for the purpose of transferring ownership of the m/v Nordic
Oasis, m/v Nordic Odin, m/v Nordic Olympic and m/v Nordic Oshima to these companies respectively.
•
Venture Logistics NL Inc. ("VLNL") - a corporation that was duly organized m/v in Newfoundland and Labrador, Canada on October 19, 2018.
VLNL was established for the purpose of owning and operating a deck barge. At December 31, 2024 the Company had a 50% ownership
interest in VLNL with the other 50% ownership interest owned by the independent third-party.
8
•
Nordic Bulk Partners LLC. (“NBP”) – a corporation that was duly organized under the laws of the Marshall Island. NBP was established in
September 2019 for the purpose of providing funding to Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten for the construction of four
newbuilding vessels and subsequently at completion and delivery of the newbuilding vessels owning Bulk Seven, Bulk Eight, Bulk Nine, and
Bulk Ten. Bulk Seven, Bulk Eight, Bulk Nine and Bulk Ten are corporations that were duly organized under the laws of the Marshall Islands in
September 2019 for the purpose of constructing and owning Post-Panamax newbuilding vessels named m/v Nordic Nuluujaak, m/v Nordic
Qinngua, m/v Nordic Sanngijuq and m/v Nordic Siku, respectively, the four newbuilding vessels were delivered in 2021. On November 6, 2024,
Pangaea Logistics Solutions Ltd. completed the purchase of the 50% equity ownership of Nordic Bulk Partners LLC from HS Nordic LLC for
$19.0 million in cash, resulting in Pangaea owning 100% of Nordic Bulk Partners. At December 31, 2024 the Company had a 100% ownership
interest in NBP.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company and its subsidiaries is presented to assist in understanding the Company’s consolidated
financial statements. These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the
preparation of the consolidated financial statements.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in
shareholders’ equity.
All intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior periods to conform to current period
presentation.
Principles of Consolidation
The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the
group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential
consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable
Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its
outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests.
Amounts pertaining to the non-controlling interests and redeemable noncontrolling interests held by third parties in the financial position and operating
results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest and redeemable noncontrolling interests in the
accompanying consolidated balance sheets.
As part of the Company’s consolidation process, all intercompany balances and transactions are eliminated in the consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include:
•
The fair value of assets and liabilities acquired in business combinations, including assumptions used in purchase price allocations.
•
The assessment of long-lived assets for impairment under ASC 360, which involves assumptions about future cash flows, discount rates, and other
relevant factors.
•
The percentage completion of spot voyages.
•
The establishment of the allowance for credit losses.
•
The estimate of salvage value used in determining vessel depreciation expense.
9
Management reviews these estimates periodically and reflects the effects of revisions in the period in which they are determined.
Revenue Recognition
Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters. A voyage charter
involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Under a voyage
charter, the service revenues are earned and recognized ratably over the duration of the voyage. The voyage contract generally has standard payment terms
of 95% freight paid within three days after completion of loading. The Company acts as the principal in these contracts.
Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the
stipulated time in the voyage charter. The voyage charter party generally has a “demurrage” or “despatch” clause. As per this clause, the charterer
reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as
demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch
resulting in a reduction in revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.
The demurrage and despatch represent variable consideration which is estimated at contract inception. Such estimates are updated and constrained. Voyage
revenue recognized is presented net of address commissions.
Charter revenues relate to a time charter arrangement under which the Company is paid to provide transportation services on a per day basis for a specified
period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the charters do not fall under
the scope of ASC 606. Revenue is not earned when vessels are offhire. The Company acts as the principal in these contracts.
Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied.
The contract fulfillment costs consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel
employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any
charter hire expenses for third party vessels that are chartered-in. The fuel consumption and any port expenses incurred prior to arrival at the load port
during this period are capitalized and recorded in Bunker inventory and Advance hire, prepaid expenses and other current assets, respectively in the
Consolidated Balance Sheets and are amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from
the discharge port and expensed as part of Voyage expense. As of December 31, 2024 and 2023, the Company recognized $2.2 million and $2.3 million,
respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred prior to commencement of loading. These costs are
recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheet and are expensed as part of Voyage expense and
Charter hire expense. Similarly, for any third party vessels that are chartered-in, the charter hire expenses during this period are capitalized and recorded in
Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheets and are expensed as part of Charter hire expense.
The performance obligations under our contracts are transportation services, which are received and consumed by our customers over time, as we perform
the services. Revenues are recognized using the input method, proportionate to the days elapsed since the service commencement compared to the total days
anticipated to complete the service. Under the ASC 606 revenue recognition standard, voyage revenue is recognized over the period between load port and
discharge port. Costs to fulfill contracts for voyages for which loading has not commenced are recognized as assets and amortized pro rata over the period
between load and discharge. Costs to obtain a contract are expensed as incurred, as provided by a practical expedient, since all such costs are expected to be
amortized over less than one year.
Assets and liabilities related to our voyage contracts with customers are reported on a contract-by-contract basis at the end of each reporting
period. Contract assets also include accounts receivable for amounts billed and currently due from customers, which are reported at their net estimated
realizable value. The Company maintains reserves against its accounts receivable for potential credit losses, which were immaterial for the years ended
December 31, 2024 and 2023, respectively. Other contract assets include accrued receivables which arise when revenue is recognized in advance of billing
for certain voyage contracts and hire paid to ship-owners in advance. Contract liabilities consist of deferred revenue which arises when amounts are billed to
or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date.
The Company’s revenue recognition includes variable consideration in certain contracts, which is assessed based on the terms of each agreement.
10
•
In a stevedoring service contract the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The
consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. The
contract transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is
satisfied. The Company allocates the transaction price to each obligation at contract inception based on expected cost plus margin.
•
In a terminal service contract the Company is paid to perform a broad range of activities at port terminals. This includes labor, storage, handling,
and transfer of cargo within the terminal area. We recognize revenue over time or at a point in time, depending on the nature of the performance
obligation contained in the respective contract with our customer. The Company acts as an agent in certain performance obligations.
The Company evaluates variable consideration at contract inception and updates estimates as necessary, ensuring that recognized revenue reflects the
expected amount, subject to constraints to avoid significant reversals. The transaction price is allocated based on the relative stand-alone selling price of
each performance obligation.
As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance
obligations for our contracts that had an original expected duration of less than one year.
Deferred Revenue
Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue. Deferred revenue recognized in the
accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date. Deferred revenue as of December 31,
2022 was $20.9 million. All deferred revenue recorded on the consolidated balance sheets as of December 31, 2023 and December 31, 2022 was recognized
during 2024 and 2023, respectively.
Voyage Expenses
The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations,
which are expensed as incurred.
Charter Expenses
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters
with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire
payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under
time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores.
Vessel Operating Expenses
Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of
insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees.
Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society
compliance, arranging the hire of crew and purchasing stores, supplies and spare parts. These expenses are recognized as incurred.
Terminal & Stevedore Expenses
Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor
and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous
expenses.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative
instruments. The Company has certain domestic and foreign cash balance that exceed the insured limits set by the Federal Deposit Insurance Corporation
(FDIC) in the United States and equivalent regulatory agencies in countries. The Company maintains its cash accounts with various high-quality financial
institutions in the United States,
11
Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not
believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced
amount, and do not bear interest. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral.
Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant
customers, and their relative financial stability. However, current economic conditions could impact the collectability of certain customers' trade receivables,
which could have a material effect on the Company's results of operations. Derivative instruments are recorded at fair value. The Company does not have
any off-balance sheet credit exposure related to its customers.
At December 31, 2024, two customers collectively represented 49% of the Company’s trade accounts receivable, one accounted for 35% and the other
accounted for 14%. At December 31, 2023, there were two customers that accounted for 57% of the Company’s trade accounts receivable, one accounted
for 35% and the other accounted for 22%.
At December 31, 2024, the United States and Canada accounted for 67% of accounts receivable. At December 31, 2023, the United States and Canada
accounted for 70% of accounts receivable.
For the year ended December 31, 2024, the Company had two countries that accounted for at least 10% of revenue; the United States represents 32% and
Canada represents 14%. For the year ended December 31, 2023, the Company had three countries that accounted for at least 10% of revenue; the United
States represents 29%, Canada represents 15%, and The United Kingdom represents 12%.
For the year ended December 31, 2024, one customer accounted for 10% or more of total revenue. For the year ended December 31, 2023, two customers
accounted for 10% or more of total revenue.
Cash and Cash Equivalents
Cash comprises cash on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject
to an insignificant risk of change in value, and have original maturities of three months or less.
Allowance for Credit Losses
The Company maintains a specific reserve for outstanding accounts that are considered partially or fully uncollectible. Additionally, reserves for accounts
receivable are established based on account aging and historical collection trends. These reserves are adjusted as new information becomes available or
payments are received.
At December 31, 2022, the allowance for credit losses was $4,367,848. At December 31, 2024, and 2023, the Company provided an allowance for credit
losses of $5,492,901 and $5,657,837 respectively, for amounts that are not expected to be fully collected. The provision for credit losses was $1,835,064 in
2024 and $2,938,879 in 2023. Write-offs totaled $2,000,000 in 2024 and $1,648,890 in 2023, reflecting amounts determined to be uncollectible.
Bunker Inventory
Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel. Inventory is measured at the lower of cost under the first-in, first-out
method or net realizable value.
Advance Hire, Prepaid Expenses and Other Current Assets
Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date. Hire is typically paid in advance for the
following fifteen days, but intervals vary by time-charter contract. Prepaid expenses include advance funding to the technical manager for vessel operating
expenses, lubricating oils and stores kept on board owned vessels, certain voyage expenses paid in advance and direct costs incurred to fulfill a COA
("Contract of Affreightment"). These specifically identified costs are used to satisfy the contract and are expected to be recovered over the term of the COA.
Such costs are amortized on a straight-line basis and charged equally to each of the voyages under the contract. Accrued receivables include accrued
demurrage and balance of freight receivable. Other assets include deposits held by counterparties to various derivative instruments and the fair value of
derivative instruments when it exceeds the settlement price of the instrument.
12
At December 31, advance hire, prepaid expenses and other current assets were comprised of the following:
2024
2023
Advance hire
$
3,348,104
$
2,509,313
Prepaid expenses
9,517,482
7,072,634
Accrued receivables
7,352,376
5,777,596
Cash margin on deposit
3,268,455
3,751,257
Derivative assets
2,047,196
3,384,137
Other current assets
4,435,739
5,845,309
Total
$
29,969,352
$
28,340,246
Other Non-current Assets
At December 31, other non-current assets were comprised of the following:
Name
2024
2023
Intangible Assets, net - Note 15: Acquisitions
$
1,008,669
$
1,777,063
Investment in Seamar Managements S.A.
236,219
706,655
Investment in Bay Stevedoring
1,894,927
1,667,093
Investment in Narragansett Bulk Carriers (US) Corp
519,975
519,975
Other investments
1,100,739
919,509
Total
$
4,760,529
$
5,590,295
Intangible assets represent acquired assets, including licenses, contracts, and other rights, net of accumulated amortization totaling $1,242,431.
Vessels and Depreciation
Vessels are stated at cost, which includes contract price and acquisition costs. Significant improvements to vessels are capitalized; maintenance and repairs
that do not improve or extend the lives of the vessels are expensed as incurred. Depreciation is provided using the straight-line method over the remaining
estimated useful lives of the vessels (excluding the time a vessel is in dry dock), based on cost less salvage value. Each vessel’s salvage value is equal to the
product of its lightweight tonnage and an estimated scrap rate of $300 per ton, which was determined by reference to quoted rates and is reviewed annually.
The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated
useful lives of the current fleet are 8 - 22 years. The Company does not incur depreciation expense when vessels are taken out of service for dry docking.
Vessels held for sale are carried at estimated fair value less cost to sell. No additional depreciation expense is recorded for vessels categorized as held for
sale.
Deferred Drydock Cost
Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until
the next dry docking for vessels younger than 15 years, and over the 2.5 years period until next dry docking for vessels older than 15 years at time of dry
docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that
increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting
and painting. These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets. Expenditures for
normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that
are sold are written off and included in the calculation of the resulting gain or loss on sale.
(1)
(1)
13
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived
Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform
an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group
level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by
the Company are defined by vessel size and major characteristic or trade.
The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time
charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated
TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of
the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is
contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company
prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and
address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of
drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate.
The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash
flows do not exceed the carrying value of the asset group, an impairment charge would be calculated. Measurement of the impairment loss is based on the
fair value of the asset as provided by third parties.
The Company concluded that no triggering event occurred during the twelve months ended December 31, 2024, which would require impairment testing.
In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded
their fair value. On January 18, 2023, the Company entered into a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net
consideration after brokerage commissions, resulting in a recorded loss on sale of $1.2 million in the first quarter of 2023. Similarly, on October 17, 2023,
the Company signed a memorandum of agreement to sell the m/v Bulk Trident for $9.5 million in net consideration after brokerage commissions, resulting
in a loss on sale of $0.6 million in the fourth quarter of 2023.
The Company conducted an impairment analysis on each asset group and determined that the estimated undiscounted future cash flows exceeded their
carrying amounts. Therefore, no additional loss on impairment was recognized. Also the Company concluded that no other triggering event had occurred
during the remaining period of 2023 which would require impairment testing.
Financing Costs
Qualifying expenses associated with commercial financing and fees paid to financial institutions to obtain financing are carried as a reduction of the
outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of
secured long-term debt on the consolidated balance sheets.
The components of net debt issuance costs and bank fees, which are included in secured long-term debt on the consolidated balance sheets are as follows:
December 31,
2024
2023
Debt issuance costs and bank fees paid to financial institutions
$
7,599,543 $
7,599,543
Additional debt issuance costs
2,043,785
—
Less: accumulated amortization
(5,142,820)
(4,109,086)
Unamortized debt issuance costs and bank fees
$
4,500,508 $
3,490,457
Amortization included in interest expense
$
1,033,735 $
946,593
14
Accounts Payable and Accrued Expenses
The components of accounts payable and accrued expenses are as follows:
December 31,
2024
2023
Accounts payable
$
14,817,287
$
6,277,693
Accrued expenses
11,530,275
14,038,418
Bunkers suppliers
7,700,506
4,393,533
Charter hire payable
10,420,101
8,112,701
Other accrued liabilities
2,916,393
3,013,917
Total
$
47,384,562
$
35,836,262
Taxation
Changes to Bermuda tax policies may impact our financial position. Under current Bermuda law, we are not subject to tax on income, profits, withholding,
capital gains or capital transfers. Furthermore, we obtained from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act
1966 (as amended) (the “EUTP Act”) an assurance that, in the event Bermuda enacts legislation imposing tax computed on profits, income, any capital
asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of the tax will not be applicable to us or our
operations or to our ordinary shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any
taxes payable by us in respect of real property owned or leased by us in Bermuda until March 31, 2035. As a result of changes made to the EUTP Act by the
CIT Act (as defined below), this assurance has been made subject to the application of any taxes pursuant to the CIT Act, as described further below.
In the 2023 Budget, the Bermuda government announced the formation of an International Tax Working Group consisting of specialists in international tax
matters and representatives of various bodies whose members may be directly impacted by such to examine how Bermuda can appropriately implement the
Global Minimum Tax initiative. The Working Group reported its findings and provided recommendations to the Bermuda Government in July 2023. The
Bermuda Government subsequently issued three public consultation papers as part of its considerations on the introduction of a corporate income tax in
Bermuda, on August 8, 2023, October 5, 2023 and November 10, 2023. On December 15, 2023, the Bermuda House of Assembly passed the Corporate
Income Tax Act, 2023 (the “CIT Act”) which was also passed by the Senate on December 18, 2023 and will become fully operative with respect to the
imposition of corporate income tax on January 1, 2025.
Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to
Bermuda entities that are part of MNE groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately
preceding the fiscal year in question (“Bermuda Constituent Entity Group”). Where corporate income tax is chargeable to a Bermuda Constituent Entity
Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group
less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed. The CIT Act introduces certain
“qualified refundable tax credits” which are set to be developed during 2024 to incentivize companies to support Bermuda residents through investments in
key areas such as education, healthcare, housing, and other projects to help develop Bermuda’s workforce. Bermuda will continue to monitor further
developments around the world as other jurisdictions address the OECD’s standards.
The imposition of a Bermuda corporate income tax could, if applicable to the Company (or any Bermuda incorporated subsidiary of the Company), have a
material adverse effect on the Company’s financial condition and results of operations.
Pangaea Denmark, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax. Pangaea Denmark is not taxed on the basis of their actual
income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not
determined based on taxable income, Pangaea Denmark’s tax expense of approximately $389,000 and $417,000 is included within voyage expenses in the
accompanying consolidated statements of income as of December 31, 2024 and 2023, respectively.
Shipping income derived from sources outside the United States is not subject to any United States federal income tax. U.S. sourced income from the
international operation of ships that is considered qualified income and earned by a qualified foreign corporation can also be considered exempt from U.S.
federal income taxation. The exemption requires a number of tests be met including qualifying income earned subject to an equivalent exemption in a
qualified country and a qualified foreign corporation meeting the qualified foreign country, qualified income, stock ownership tests and substantiation
requirements. The
15
Company believes it meets all of the tests to qualify for an exemption from income under Internal Revenue Code section 883. To the extent the Company is
unable to qualify for the exemption, the Company would be subject to U.S. federal income taxation of 4% of its U.S. shipping income on a gross basis
without deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be
subject to federal income tax of up to 21% and a 30% branch profits tax. The company believes that none of its U.S. source shipping income is effectively
connected with the conduct of a U.S. trade or business.
The earnings from shipping operations of the Company are not subject to U.S. or foreign income taxation. However, due to the U.S. based terminal
acquisitions that occurred in June 2023, the company's operations within these terminals is subjected to U.S. income taxation from its US-based operations.
On June 1, 2023, the Company acquired two port terminal operations, one in Baltimore, Maryland and the other in Ft. Lauderdale, Florida. These
acquisitions expanded the Company's income that is subject to United States taxes on fully consolidated companies. Consequently, the Company continues
to record income tax benefit or expense and deferred tax assets or liabilities for the year ended December 31, 2024 and December 31, 2023, which were
immaterial for both periods.
Where required, the Company complies with income tax filings in its various jurisdictions of operations. As of December 31, 2024 and 2023, the Company
is not subject to U.S. federal or foreign examinations by tax authorities for years before 2019.
Restricted Common Share Awards
Compensation cost of restricted share awards is measured using the grant date fair value of the Company's common shares, as quoted on the Nasdaq Capital
Market, multiplied by the total number of shares granted with no forfeiture rate applied. Compensation cost is amortized according to the vesting period
indicated in the grant agreement. Total compensation cost recognized during the years ended December 31, 2024 and 2023 is $2,788,190 and $2,087,807,
respectively, which is included in general and administrative expenses in the consolidated statements of income.
Dividends
Dividends on common stock are recorded when declared by the Board of Directors. While there are no specific restrictions at the parent company level,
certain subsidiaries are subject to restrictions under credit agreements that may limit their ability to declare and distribute dividends to the parent company.
For more information on common stock dividends, refer to Note 14, "Stock Incentive Plans and Non-controlling interest."
Noncontrolling Interests
Noncontrolling interests represent ownership interests attributable to third parties in certain consolidated subsidiaries and VIEs. The portion of equity not
owned by us in such entities is reflected as Noncontrolling interests within the equity section of the Consolidated Balance Sheets and, in the case
of Redeemable noncontrolling interests, within the long-term liabilities section of the Consolidated Balance Sheets.
Earnings per Common Share
Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares
outstanding during the period.
Diluted EPS is computed using the treasury stock method. Under this method, the amount of unrecognized compensation cost related to future services by
employees who were awarded restricted shares is assumed to be used to repurchase common stock at the average market price during the period. The
incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS. The Company does not have any anti-Dilutive Securities.
Foreign Exchange
The Company conducts all of its business in U.S. dollars; the functional currency of the Company is the US dollar. Accordingly, transactions denominated
in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the
transactions. There are no foreign exchange transaction gains or losses reflected in the consolidated statements of income.
16
Derivatives and Hedging Activities
The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to
reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward
freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. The Company’s interest rate
swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized gains or losses are
recognized as a component of Other expense in the Consolidated Statements of Income. Derivative instruments are measured at fair value and are recorded
as assets or liabilities.
The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker
hedges.
Segment Reporting
Operating segments are components of a business that engage in revenue-generating activities and incur expenses. Additionally, discrete financial
information must be available for these segments. Their operating results are regularly reviewed by the chief operating decision maker ("CODM") to
allocate resources and assess performance. Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker
("CODM"), manages our segments, evaluates financial results, and makes key operating decisions.
In accordance with ASC 280, the Company identified the following operating segments: one shipping operating segment and six terminal and stevedoring
operating segments. The Company shipping segment is inclusive of ship owning and commercial management companies. The Company evaluated whether
aggregation of identified operating segments was appropriate based on the nature of services provided, the type of customers served, methods of service
delivery, and economic characteristics. Based on criteria, the Companies operating segments do not qualify for aggregations.
Based on the reportable segment criteria in ASC 280, the Company determined the shipping operating segment is reportable. All other operating segments
do not meet the quantitative thresholds for determining reportable segments. We have one reportable operating segment: the shipping segment.
The Company believes this approach aligns with the objective and principles of segment reporting under ASC 280, ensuring that the reportable segment
structure reflects how the business is managed and how financial performance is assessed.
The Company will continue to monitor its operating segments and the criteria for aggregation to ensure compliance with ASC 280 and the appropriateness
of its segment reporting.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term
maturities of these instruments. The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest
rates associated with these related credit facilities.
At December 31, 2024, the Company has eight fully fixed rate debt facilities. At December 31, 2023, the Company has nine fully fixed rate debt
facilities.The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows:
December 31, 2024
December 31, 2023
Carrying amount of fixed rate long-term debt, financing obligations, and finance leases
$
120,026,549
$
111,847,339
Fair value of fixed rate long-term debt
$
113,339,208
$
103,119,658
Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining
maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820.
17
Leases
During time charter agreements, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the
Company had identified that time charter agreements contain a lease. Accordingly, the Company accounts for amounts earned under these agreements in
accordance with Topic 842. During time charter agreements, the Company is responsible for operating and maintaining the vessels. These costs are recorded
as vessel operating expense in the Consolidated Statements of Income. The Company has elected the practical expedient that allows the Company to
combine lease and non-lease components under ASC 842 as the timing and pattern of recognizing revenues for operating the vessel is the same as the
timing and pattern of recognizing vessel leasing revenue; and the lease component, if accounted for separately, would be classified as an operating lease.
At December 31, 2024, the Company had six vessels chartered to customers under time charters that contain leases. These six leases varied in original
length from 35 days to 165 days . At December 31, 2024, lease payments due under these arrangements totaled approximately $2,389,000 and each of the
time charters were due to be completed in one hundred four days or less. The company does not have any options to extend or terminate the leases.
At December 31, 2023, the Company had ten vessels chartered to customers under time charters that contain leases. These ten leases varied in original
length from 21 days to 180 days . At December 31, 2023, lease payments due under these arrangements totaled approximately $12,525,000 and each of the
time charters were due to be completed in one hundred eighty days or less.
The Company does not have any sales-type or direct financing leases.
The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of
12 months or less was elected. Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under
finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard. In
addition, the Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
Recent Accounting Standards
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the
“FASB”). ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated
financial statements.
Recently Adopted Accounting Standards
As of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current
financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain
types of financial instruments, including trade receivables. The adoption of the accounting standard, did not have any material impact on our consolidated
financial statements.
The Company adopted ASU No. 2020-04, ASU No. 2021-01, and ASU No. 2022-06 related to Reference Rate Reform (Topic 848). The adoption did not
have a material impact on the Company’s consolidated financial statements or related disclosures."
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures. This update expands the disclosure requirements for reportable segments by enhancing disclosures
related to significant segment expenses, interim segment profit or loss, and segment assets. It also clarifies how the Chief Operating Decision Maker
("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources. The Company adopted ASU 2023-07
effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements.
For additional details on the adoption effects of ASU 2023-07, refer to Note 16.
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of
incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure
requirements. The update is effective for annual periods beginning
18
after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-
09 on its disclosures within its consolidated financial statements.
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding
specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim
periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for
reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently
assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
NOTE 4 - CASH AND CASH EQUIVALENTS
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of
cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of
cash flows:
December 31, 2024
December 31, 2023
Money market accounts – cash equivalents
$
33,239,201 $
38,556,005
Time deposit accounts - cash equivalents
10,204,382
10,206,500
Cash
43,361,887
50,275,361
Total cash and cash equivalents
$
86,805,470 $
99,037,866
It consists of cash deposits at various major banks.
As of December 31, 2024 and December 31, 2023, we held cash and cash equivalents in the following subsidiaries:
Cash and cash equivalents
December 31, 2024
December 31, 2023
Pangaea
$
73,909,070 $
81,652,679
NBHC
12,063,063
11,948,547
Deck Barge
833,337
5,436,640
Total cash and cash equivalents
$
86,805,470 $
99,037,866
Held by 100% owned Pangaea consolidated subsidiaries
Held by a 67% owned Pangaea consolidated subsidiary
Held by a 50% owned Pangaea consolidated subsidiary in 2024, the cash balance included $5,178,409 held by NBP, a subsidiary in which Pangaea had a 50% equity
ownership at December 31, 2023.
NOTE 5 - VARIABLE INTEREST ENTITIES
In compliance with ASC 810, the Company has assessed all its wholly and partially owned entities, in addition to those with common ownership or other
connections. Note 3 outlines a brief of the Company's consolidation policy.
As of December 31, 2024, the Company has identified the following variable interest entities (VIEs): Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit,
Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk Sachuest, Bulk Prudence, Bulk Brenton, Bulk
Patience, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, Pangaea Logistics Solutions (US) LLC, Renaissance Holdings LLC, Strategic
Alliance, Strategic Equity, Strategic Explorer, Strategic Fortitude, Strategic Harmony, Strategic Synergy, Strategic Tenacity, Strategic Unity, Strategic
Venture, Strategic Endeavor, Strategic Resolve, Strategic Vision, Strategic Entity, Strategic Spirit, and Strategic Savannah.
Similarly, as of December 31, 2023, the identified VIEs are Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk
Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, Bulk
(1)
(1)
(1)
(1)
(2)
(3)
(1)
(2)
(3)
19
Sachuest, Bulk Prudence, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN, and Pangaea Logistics Solutions (US) LLC.
The Company consolidates a VIE when it holds a variable interest in the entity and is the primary beneficiary. This means the Company has (i) the authority
to direct the activities that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits
that could be significant to the VIE. The financial position and operating results of these VIEs are included in the consolidated financial statements.
After eliminating any intercompany transactions and balances, the aggregate carrying values of the VIEs’ assets and liabilities in the consolidated balance
sheets were as follows:
(Dollars in millions, figures may not foot due to
rounding)
December 31, 2024
Ship-owning
NBHC
NBV
Long Wharf
VLNL
PANL US
Total assets
$
373.5 $
89.9 $
42.9 $
1.9 $
0.9 $
6.0
Total liabilities
$
365.7 $
42.7 $
23.6 $
1.9 $
— $
3.1
Total stockholders' (deficit)/equity
$
7.7 $
47.2 $
19.3 $
— $
0.9 $
2.9
Non-controlling interest
$
— $
45.6 $
— $
— $
1.2 $
—
December 31, 2023
(Dollars in millions, figures may not foot due to
rounding)
Ship-owning
NBHC
NBV
Long Wharf
VLNL
NBP
PANL US
Total assets
$
100.3 $
96.5 $
53.3 $
1.9 $
0.6 $
144.1 $
3.2
Total liabilities
$
101.6 $
50.4 $
22.9 $
1.9 $
0.1 $
135.6 $
1.1
Total stockholders' (deficit)/equity
$
(1.3) $
46.2 $
30.3 $
— $
0.6 $
8.5 $
2.2
Non-controlling interest
$
— $
45.3 $
— $
— $
1.1 $
— $
—
Includes all wholly-owned subsidiaries, refer to Note 2 "Nature of Organization" for additional information.
Non-controlling interest is held by third parties.
(1)
(2)
(1)
(2)
(1)
(2)
20
NOTE 6 - FIXED ASSETS
At December 31, fixed assets consisted of the following:
2024
2023
Vessels and vessel upgrades
$
830,920,933 $
576,153,211
Capitalized dry docking
21,547,305
18,408,282
852,468,238
594,561,493
Accumulated depreciation and amortization
(148,914,935)
(124,477,977)
Vessels, vessel upgrades and capitalized dry docking, net
703,553,303
470,083,516
Land and building
3,002,503
2,571,585
Computers, equipment and internal use software
4,307,577
4,147,346
Other fixed assets
7,310,080
6,718,931
Accumulated depreciation
(3,037,055)
(2,537,276)
Other fixed assets, net
4,273,025
4,181,655
Total fixed assets, net
$
707,826,328 $
474,265,171
At December 31, vessels under finance leases consisted of the following:
2024
2023
Vessels under finance lease
$
39,469,412
40,933,207
Accumulated depreciation and amortization
(10,697,881)
(10,539,384)
Vessels under finance lease, net
$
28,771,531 $
30,393,823
The net carrying value of the Company’s fleet consists of the following:
December 31,
2024
2023
Owned vessels
m/v NORDIC ODYSSEY
17,181,472
18,949,524
m/v NORDIC ORION
18,144,065
19,789,942
m/v NORDIC OSHIMA
23,105,684
22,938,264
m/v NORDIC OLYMPIC
22,089,187
23,306,330
m/v NORDIC ODIN
21,979,872
23,411,836
m/v NORDIC OASIS
23,436,017
24,853,935
m/v NORDIC NULUUJAAK
34,667,055
36,088,312
m/v NORDIC QINNGUA
34,654,787
36,018,502
m/v NORDIC SANNGIJUQ
34,290,887
35,623,004
m/v NORDIC SIKU
34,672,061
36,009,984
m/v BULK ENDURANCE
20,616,061
21,859,034
m/v BULK PRUDENCE
26,743,876
26,533,530
m/v BULK COURAGEOUS
16,027,958
15,145,246
m/v BULK CONCORD
18,510,983
18,965,726
m/v BULK FREEDOM
7,325,595
8,150,075
m/v BULK PRIDE
10,677,950
11,194,335
(1)
(1)
(1)
(1)
(1)
(1)
(2)
(2)
(2)
(2)
21
December 31,
2024
2023
Owned vessels
m/v BULK SPIRIT
11,960,593
12,970,111
m/v BULK PATIENCE
28,239,587
—
m/v BRENTON
28,256,449
—
m/v BULK SACHUEST
15,677,788
16,487,253
m/v BULK INDEPENDENCE
12,622,265
13,752,517
m/v BULK FRIENDSHIP
11,956,736
12,810,712
m/v BULK VALOR
15,726,225
16,434,083
m/v BULK PROMISE
16,344,110
16,970,026
m/v STRATEGIC FORTITUDE
16,874,348
—
m/v STRATEGIC RESOLVE
14,606,291
—
m/v STRATEGIC EXPLORER
14,606,291
—
m/v STRATEGIC ENTITY
14,606,291
—
m/v STRATEGIC SYNERGY
14,061,957
—
m/v STRATEGIC ALLIANCE
14,061,957
—
m/v STRATEGIC UNITY
14,061,957
—
m/v STRATEGIC HARMONY
14,061,957
—
m/v STRATEGIC EQUITY
14,061,957
—
m/v STRATEGIC VENTURE
14,061,957
—
m/v STRATEGIC SAVANNAH
11,431,010
—
m/v STRATEGIC SPIRIT
11,068,121
—
m/v STRATEGIC VISION
11,068,121
—
m/v STRATEGIC TENACITY
10,705,232
—
m/v STRATEGIC ENDEAVOUR
7,711,396
—
MISS NORA G. PEARL
1,597,197
1,821,235
$
703,553,303
$
470,083,516
Other fixed assets, net
4,273,025
4,181,655
Total fixed assets, net
$
707,826,328
$
474,265,171
Right of Use Assets
Finance lease right of use assets:
m/v BULK XAYMACA
11,042,061
11,623,719
m/v BULK DESTINY
$
17,729,470
$
18,770,104
$
28,771,531
$
30,393,823
Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2024 and December 31,
2023.
Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at December 31, 2023. On November 6, 2024, the
Company acquired the remaining 50% interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels
at December 31, 2024.
Barge is owned by a 50% owned consolidated subsidiary.
The Company capitalized dry-docking costs on five vessels in 2024 and three vessels in 2023. The amortization period of the capitalized dry docking costs
is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking. The
(3)
(1)
(2)
(3)
22
Company capitalized drydocking costs totaling $6.2 million and $4.2 million in the twelve months ended December 31, 2024 and 2023, respectively. These
costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets.
23
NOTE 7 - MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES
Margin Accounts
During December 31, 2024 and 2023, the Company was party to forward freight agreements and fuel swap contracts in order to mitigate the risk associated
with volatile freight rates and fuel prices. Under the terms of these contracts, the Company is required to deposit funds in margin accounts if the market
value of the hedged item declines. The funds are required to remain in margin accounts as collateral until the market value of the items being hedged return
to preset limits. The margin accounts are included in advance hire, prepaid expenses and other current assets in the consolidated balance sheets at
December 31, 2024 and 2023.
Forward Freight Agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate
derivative instruments, specifically FFAs. These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of
such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel Derivatives
The Company continuously monitors the market volatility associated with fuel prices and seeks to reduce the risk of such volatility through a fuel hedging
program. The Company enters into fuel derivatives that are not designated for hedge accounting under ASC 815 and, as such, the usage of such derivatives
can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To
accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy.
Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the
contract. In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $108.42 million as of December 31, 2024
at a cost of $628,000 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-
building vessels. In the event that the three-month SOFR rate rises above the applicable strike rate of 3.51%, the Company would receive quarterly
payments related to the spread difference. These interest rate cap agreements do not qualify for hedge accounting treatment.
The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent
third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the
contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable
inputs, representing Level 2 assets.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2024 and December 31, 2023:
Asset Derivative
Liability Derivative
Derivative instruments
Balance Sheet
Location
12/31/2024
12/31/2023
Balance Sheet
Location
12/31/2024
12/31/2023
Margin accounts
Other current assets
$
3,268,455
$
3,239,947
Other current
liabilities
$
—
$
—
Forward freight agreements
Other current assets
$
—
$
—
Other current
liabilities
$
1,045,395
$
1,217,820
Fuel derivatives
Other current assets
$
—
$
—
Other current
liabilities
$
137,992
$
523,233
Interest rate cap
Other current assets
$
1,873,430
$
3,384,137
Other current
liabilities
$
—
$
—
(1)
(2)
(2)
(2)
F-24
The fair value measurements were all categorized within Level 1 of the fair value hierarchy.
These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and
time deposit accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
Fair Value Measurements on a Recurring Basis as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Derivative Instruments
Total Fair
Value
Level 1
Level 2
Level 3
Total Fair
Value
Level 1
Level 2
Level 3
Asset Derivative:
Margin accounts
$
3,268,455
$
3,268,455
$
—
$
—
$
3,239,947
$
3,239,947
$
—
$
—
Forward freight agreements
—
—
—
—
—
—
—
—
Fuel derivatives
—
—
—
—
—
—
—
—
Interest rate cap
1,873,430
—
1,873,430
—
3,384,137
—
3,384,137
—
Total Asset Derivatives
5,141,885
3,268,455
1,873,430
—
6,624,084
3,239,947
3,384,137
—
Liability Derivative:
Forward freight agreements
1,045,395
—
1,045,395
—
1,217,820
—
1,217,820
—
Fuel derivatives
137,992
—
137,992
—
523,233
—
523,233
—
Interest rate cap
—
—
—
—
—
—
—
—
Total Liability Derivatives
$
1,183,387
$
—
$
1,183,387
$
—
$
1,741,053
$
—
$
1,741,053
$
—
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the twelve months ended
December 31, 2024 and 2023:
Unrealized gain (loss) on derivative instruments
For the year ended December 31,
Derivative instruments
2024
2023
Forward freight agreements
$
172,425 $
(1,053,033)
Fuel derivatives
385,240
(364,307)
Interest rate cap
(1,510,707)
(1,508,007)
Total loss
$
(953,042) $
(2,925,347)
The estimated fair values of the Company’s forward freight agreements and fuel derivatives are based on market prices obtained from an independent third-
party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts.
(1)
(2)
25
NOTE 8 - RELATED PARTY TRANSACTIONS
Amounts and notes payable to related parties consist of the following:
December 31, 2023
Activity
December 31, 2024
Included in Advance hire, prepaid expenses and other current assets on the
consolidated balance sheets and statements of income, respectively:
MTM Ship Management (“MTM”)
$
—
$
3,789,859
$
3,789,859
Included in accounts payable and accrued expenses on the consolidated
balance sheets:
Trade payables due to Seamar
$
1,490,060
$
(309,045) $
1,181,015
i.
Seamar Management S.A. ("Seamar") Seamar Management S.A. ("Seamar") is a joint venture of which the Company owns 51% at December 31, 2024 and 2023.
ii.
A member of the Board of Directors has partial ownership in MTM Ship Management.
Under the terms of a technical management agreement between the Company and Seamar Management S.A. (Seamar), an equity method investee, Seamar
is responsible for the day-to-day operation of some of the Company’s owned vessels. During the years ended December 31, 2024 and 2023, the Company
incurred technical management fees of $3,250,200 and $3,093,000 under this arrangement, which is included in vessel operating expenses in the
consolidated statements of income. The total amounts payable to Seamar at December 31, 2024 and 2023, (including amounts due for vessel operating
expenses), were $1,181,015 and $1,490,060, respectively.
On December 30, 2024, the Company completed its merger with Strategic Shipping Inc. (SSI), a wholly owned subsidiary of Renaissance Holdings LLC.
As part of the transaction, the Company entered into a Technical Management Agreement with MTM Ship Management (“MTM”), establishing MTM as
the technical manager for certain vessels within the merged entity’s fleet. Under the agreement, MTM Ship Management provides technical management
services, including vessel maintenance, crew management, procurement, and regulatory compliance.
As of December 31, 2024, the Company had a prepaid balance amounting to $3,789,859 for continuous vessel management services rendered by MTM Ship
Management. This sum is recorded under Prepaid Expenses on the consolidated balance sheet.
(ii)
(i)
26
NOTE 9 - SECURED LONG-TERM DEBT AND FINANCING OBLIGATIONS
As of December 31, 2024, the Company’s outstanding long-term debt consists of the following:
December 31, 2024
December 31, 2023
Interest Rate (%)
Maturity Date
Long-Term Debt
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior
Secured Term Loan Facility
$
10,572,576
$
12,512,080
2.95 %
December 2027
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic
Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan
Facility
35,000,000
39,800,000
3.38 %
June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended
Senior Facility - Dated December 21, 2017)
–
Bulk Nordic Six Ltd. - Tranche A
—
9,033,325
N/A
May 2024
–
Bulk Pride - Tranche C
—
1,900,000
N/A
May 2024
–
Bulk Independence - Tranche E
—
9,500,000
N/A
May 2024
$50 Million Senior Secured Term Loan Facility - Dated August 14, 2024
46,966,266
—
6.99 %
May 2029
Bulk Valor Corp. Loan and Security Agreement
8,707,180
10,087,642
3.29 %
June 2028
Bulk Promise Corp.
8,301,038
9,685,334
5.45 %
October 2027
Bulk Sachuest
6,918,957
7,733,094
6.19 %
October 2029
Bulk Prudence
14,853,000
—
6.53 %
July 2029
Total Long-Term Debt
$
131,319,017
$
100,251,475
Less: Unamortized Debt Issuance Costs
(2,022,277)
$
(1,053,440)
$
129,296,740
$
99,198,035
Less: current portion
(16,576,195)
(30,751,726)
Secured long-term debt, net
$
112,720,545
$
68,446,309
As of December 31, 2024.
Interest rates on the loan facilities are fixed.
The borrowers under this facility are owned by NBHC. The Company has two-third's ownership interest and STST has one-third ownership interest in NBHC.
NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial
position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.
All the loan terms and key financial covenants for all outstanding debt as of December 31, 2023, remain unchanged as of December 31, 2024. The
Company was in compliance with all financial covenants as of December 31, 2024 and 2023. All outstanding loans are secured by the respective underlying
assets.
New Long-Term Debt Issued in 2024
During the year ended December 31, 2024, the Company entered into the following new long-term debt arrangements. Borrowings made prior to January 1,
2024, that remain outstanding as of December 31, 2024, including their terms, covenants, and repayment schedules.
$50 Million Senior Secured Term Loan Facility
On May 16, 2024, the Company entered into a $50 million Senior Secured Term Loan facility with a lender, providing committed funding for vessel
acquisitions. The following drawdowns have been made under this facility, each with a maturity date of May 2029:
(1)
(2) (3)
(2) (3)
(4)
(2)
(2)
(2)
(4)
(2)
(2)
(2)
(1)
(2)
(3)
(4)
27
Initial Drawdown: On May 17, 2024, Bulk Endurance (MI) Corp., as the initial borrower, drew $17.6 million against the MV Bulk Endurance. The loan is
repayable in quarterly installments of $413,145, with a balloon payment of $9,337,089 due at maturity in May 2029. Interest is floating at the Secured
Overnight Financing Rate (SOFR) plus 2.5%.
Second Drawdown: On July 19, 2024, Bulk Brenton (MI) Corp. drew $15.7 million to finance the MV Bulk Brenton, which was delivered on July 26, 2024.
Repayment is structured in quarterly installments of $392,545, with a final balloon payment of $8,216,654 due in May 2029. The interest rate is SOFR plus
2.5%, consistent with the initial drawdown.
Third Drawdown: On August 14, 2024, Bulk Patience (MI) Corp. drew $15.7 million for the MV Bulk Patience, delivered on August 20, 2024. This tranche
is repayable in quarterly installments of $372,354, with a balloon payment of $8,972,626, also due in May 2029. The interest rate aligns with the prior
tranches at SOFR plus 2.5%.
Following the third drawdown, the Company canceled the remaining undrawn amount under the facility.
Key Financial Covenants:
•
Leverage Ratio: Maximum of 200% consolidated leverage.
•
Debt Service Coverage Ratio: Minimum of 115% on a rolling four-quarter basis.
•
Minimum Liquidity: At least $18 million in consolidated liquidity.
•
Net Worth: Minimum consolidated net worth of $52.25 million.
•
Borrower Liquidity: Minimum of $375,000 per vessel in the Borrower’s account at DNB Bank ASA.
As of December 31, 2024, the Company is in compliance with all the financial covenants.
$15.2 million Senior Secured Term Loan Facility
On July 17, 2024, the Company entered into a $15.2 million Senior Secured Term Loan facility to finance the MV Bulk Prudence, an Ultramax Bulk
Carrier. The loan is structured with quarterly installments of $347,000 and a final balloon payment of $8,607,000 due in July 2029. Interest on the loan is
based on a floating rate at SOFR plus 1.90%. Bulk Prudence Corp., a wholly-owned subsidiary of Pangaea Logistics Solutions Ltd., is the borrower, with
Pangaea and affiliated entities acting as guarantors.
Key Financial Covenants:
•
Leverage Ratio: Maximum of 200% consolidated leverage.
•
Debt Service Coverage Ratio: Minimum of 115% on a rolling four-quarter basis.
•
Minimum Liquidity: At least $18 million in consolidated liquidity.
•
Net Worth: Minimum consolidated net worth of $52.25 million.
As of December 31, 2024, the Company is in compliance with all the financial covenants.
Debt Repayments in 2024
Loans that matured and were fully repaid during the year are reflected in the maturity date of the table above.
28
The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
2025
$
16,576,196
2026
16,738,201
2027
46,055,191
2028
11,422,630
2029
40,526,799
Total
$
131,319,017
Less: Unamortized Debt Issuance Costs
$
(2,022,277)
$
129,296,740
Less: current portion
$
(16,576,195)
Secured long-term debt, net
$
112,720,545
Financing Obligations Recognized in Failed Sale Leaseback Transactions
The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not
qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.
As of December 31, 2024, the Company’s financing obligation consists of the following:
29
December 31, 2024
December 31, 2023
Interest Rate (%)
Maturity Date
Bulk Spirit Ltd.
6,346,354
7,486,979
5.10 %
February 2027
Bulk Friendship Corp. - Bareboat Charter Agreement
dated May 14, 2019
—
8,471,002
N/A
September 2024
Bulk Friendship Corp. - Bareboat Charter Party dated
September 30, 2024
7,800,000
—
6.90 %
August 2029
Bulk Nordic Seven LLC
26,821,468
28,482,063
7.06 %
May 2036
Bulk Nordic Eight LLC
26,813,297
28,473,392
7.06 %
June 2036
Bulk Nordic Nine LLC
26,978,978
28,591,644
7.06 %
September 2036
Bulk Nordic Ten LLC
27,105,743
28,712,632
7.06 %
November 2036
Bulk Courageous Corp.
7,800,000
9,000,000
3.93 %
April 2028
Phoenix Bulk 25 Corp.
10,468,772
12,097,410
4.67 %
February 2029
Bulk Independence
8,500,000
—
6.85 %
December 2028
Bulk Pride
8,500,000
—
6.85 %
December 2028
Tripartite Agreement (m/v Strategic Alliance, m/v
Strategic Synergy, Strategic Unity)
30,640,920
—
5.54 %
June 2029
SBC Entity LLC
10,441,619
—
5.49 %
August 2031
SBC Explorer LLC
9,354,155
—
5.49 %
March 2030
RHI Fortitude Pte. Ltd.
10,600,000
—
5.49 %
January 2031
SBC Harmony Pte. Ltd.
10,960,000
—
5.49 %
August 2031
RHI Savannah Pte. Ltd.
9,390,000
—
5.49 %
September 2029
RHI Tenacity Pte. Ltd.
9,438,688
—
2.31 %
April 2027
SBC Venture Pte. Ltd.
9,223,910
—
5.49 %
July 2031
Total
$
257,183,904 $
151,315,122
Less: unamortized issuance costs, net
(2,387,007)
(2,296,899)
254,796,897
149,018,223
Less: current portion
(25,267,105)
(18,980,512)
Financing Obligations, net
$
229,529,792 $
130,037,711
As of December 31, 2024 including the effect of interest rate cap if any.
Interest rates on the loan facilities are fixed.
The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners LLC from
HS Nordic LLC for $19.18 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk Partners. This
acquisition grants Pangaea 100% control over Nordic Bulk Partners, which previously held interests in the financing obligations for these vessels.
All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2023, remain unchanged as of December 31,
2024. The Company was in compliance with all financial covenants as of December 31, 2024 and 2023. All outstanding financing obligations are secured
by the respective underlying assets.
New Financing Obligations in 2024
During the year ended December 31, 2024, the Company entered into the following new financing obligations. Financing obligations recognized prior to
January 1, 2024, that remain outstanding as of December 31, 2024, including their terms, payment schedules.
(1)
(3) (4)
(3) (4)
(3) (4)
(3) (4)
(2)
(2)
(2)
(2)
(1)
(2)
(3)
(4)
30
Bulk Friendship Corp. Bareboat Charter Party dated September 30, 2024
In September 2024, Bulk Friendship Corp. entered into a sale and leaseback arrangement for $8.0 million. Under ASC 606, the transaction did not qualify
as a sale, as control of the vessel was not transferred to the counterparty. Consequently, the transaction is classified as a financing obligation in accordance
with ASC 842, due to the inclusion of a fixed-price purchase option, which the Company expects to exercise. The minimum payments consist of a fixed
component of $50,000 per month and a floating component based on one-month SOFR plus a margin of 1.9%. The Company has the option to purchase the
vessel after the 18th month or at any point upon counterparty default. If not exercised earlier, a final purchase option allows the Company to acquire the
vessel at the end of the five-year term for $5.0 million.
Bulk Independence Corp. Bareboat Charter Party dated December 2024
In December 2024, Bulk Independence Corp. entered into a sale and leaseback transaction for the m.v. Bulk Independence as part of an $8.5 million
financing arrangement with a lender. Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor. As
such, the transaction is not accounted for as a lease under ASC 842. Instead, it is classified as a financing obligation due to the inclusion of a fixed-price
purchase option that the Company intends to exercise.
The financing arrangement includes a bareboat charter agreement, which grants the Company full operational control of the vessel. The minimum payments
consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85% margin. The Company has the option to purchase
the vessel at specified intervals during the term, including an early purchase option after a defined period and a final purchase option of $2.5 million at the
conclusion of the term.
Additionally, the agreement comprises a Mortgage, Bareboat Charter and Guarantee Assignment, and Insurance Assignment, under which the Owner has
assigned all rights under the Bareboat Charter to the lender.
Bulk Pride Corp. Bareboat Charter Party dated December 2024
In December 2024, Bulk Pride Corp. entered into a sale and leaseback transaction for the m.v. Bulk Pride as part of an $8.5 million financing arrangement
with a lender. Under ASC 606, the transaction did not qualify as a sale since control of the vessel was not transferred to the lessor. As such, the transaction
is not accounted as a lease under ASC 842. Instead, it is classified as a financing obligation due to the inclusion of a fixed-price purchase option that the
Company intends to exercise.
The financing arrangement includes a bareboat charter agreement, granting the Company full operational control of the vessel. The minimum payments
consist of a fixed monthly amount and a floating component based on the one-month SOFR plus a 1.85% margin. The Company has the option to purchase
the vessel at predetermined intervals throughout the financing arrangement, including an early purchase option after a defined period and a final purchase
option of $2.5 million at the conclusion of the financing term.
Additionally, the agreement comprises a Mortgage, Bareboat Charter and Guarantee Assignment, and Insurance Assignment, under which the Owner has
assigned all rights under the Bareboat Charter to the lender.
Renaissance Holdings LLC
On December 30, 2024, the Company finalized the acquisition of fifteen handy-size dry bulk vessels from Strategic Shipping Inc. (“SSI”) and integrated
them into its fleet. In line with the transaction, and pursuant to the Agreement and Plan of Merger among the Company, SSI, Renaissance Holdings LLC (a
fully-owned subsidiary of SSI), and Renaissance Merger Sub LLC (a fully-owned subsidiary of the Company), the Company took on finance obligation
liabilities amounting to $100,049,293.
31
The table below outlines the assumed finance obligations:
Balance as of 12/31/2024
Interest Rate
Maturity Date
Tripartite Agreement (m/v Strategic Alliance, m/v Strategic
Synergy, Strategic Unity)
$
30,640,920 2.05% + Fixed rate 3.47%
June 2029
SBC Entity LLC
10,441,619 2.00% + floating 1M SOFR
August 2031
SBC Explorer LLC
9,354,155 2.00% + floating 1M SOFR
March 2030
RHI Fortitude Pte. Ltd.
10,600,000 2.00% + floating 1M SOFR
January 2031
SBC Harmony Pte. Ltd.
10,960,000 2.10% + floating 1M SOFR
August 2031
RHI Savannah Pte. Ltd.
9,390,000 2.00% + floating 1M SOFR
September 2029
RHI Tenacity Pte. Ltd.
9,438,688 Fixed interest rate 2.31%
April 2027
SBC Venture Pte. Ltd.
9,223,910 2.10% + floating 1M SOFR
July 2031
Total
$
100,049,292
All contracts previously classified as leases are accounted for as financing obligations under ASC 842 due to the inclusion of fixed-price purchase
commitments at the end of the contract terms. Since these contracts do not qualify for lease accounting treatment, they are recognized as financing
arrangements from the inception of the agreements. The financing obligations are secured by the assignment of earnings and insurances related to the
underlying assets, as well as a Company guarantee. Interest expense associated with these financing obligations is recognized using the effective interest
method over the term of the contract.
The following table presents the schedule of future minimum payments for the financing obligations:
Year ending December 31,
2025
$
42,003,321
2026
40,989,851
2027
48,611,690
2028
43,711,389
2029
56,257,108
Thereafter
115,659,176
Total Present Value of Minimum Payments
347,232,535
Less: Amount representing interest
(90,048,631)
Present value of minimum payments
257,183,904
Less: Issuance costs
(2,387,007)
Present value of minimum payments, net
254,796,897
Less: Current portion of financing obligations
(25,267,105)
Non-current portion of financing obligations
$
229,529,792
(2)
(2)
32
NOTE 10 - FINANCE LEASES
At December 31, 2024, the Company's fleet includes two vessels (Bulk Xaymaca, Bulk Destiny) financed under sale and leaseback financing arrangements
accounted for as finance leases in accordance with ASC 840.
Finance lease consists of the following as of December 31, 2024:
December 31, 2024
December 31, 2023
Interest Rate (%)
Maturity Date
Bulk PODS Ltd.
$
2,919,270 $
4,763,020
7.33 %
December 2027
Bulk Nordic Five Ltd.
10,450,000
11,595,861
3.97 %
April 2028
Total
$
13,369,270 $
16,358,881
Less: unamortized issuance costs, net
(91,222)
(140,113)
$
13,278,048 $
16,218,768
Less: current portion
(2,843,750)
(2,989,612)
Secured long-term debt, net
$
10,434,298 $
13,229,156
Interest rates on the loan facilities are fixed.
No amendments or modifications to the outstanding finance leases listed in the table above occurred during the year 2024. All outstanding finance leases are
secured by the respective underlying assets.
Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2024 were:
Year ending December 31,
2025
$
3,558,294
2026
2,553,912
2027
1,320,923
2028
7,595,976
Total minimum lease payments
$
15,029,105
Less amount representing interest
1,659,835
Present value of minimum lease payments
13,369,270
Less current portion
(2,843,750)
Less issuance costs
(91,222)
Long-term portion
$
10,434,298
NOTE 11 - OTHER LONG-TERM LIABILITIES
In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an
independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post Panamax vessels. The third party has
committed to contribute additional funding during the construction phase, which increased their ownership of NBP to 50% at the time of delivery of the
new-build ice class post Panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated,
pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026.
The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth
anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and
delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to
ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other. The
Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku during the second quarter through fourth quarters of
2021, the independent third party made additional contribution of $9.2 million which
(1)
(2)
(1)
33
increased their ownership interest in NBP to 50% at December 31, 2021. As of December 31, 2023, the independent third party retains a 50% ownership
interest in NBP. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest.
On October 3, 2024, Pangaea Logistics Solutions Ltd. entered into a definitive agreement to purchase the remaining 50% equity of Nordic Bulk Partners
LLC from HS Nordic LLC for $19.18 million in cash. The transaction was finalized on November 6, 2024, giving Pangaea full ownership of Nordic Bulk
Partners. This acquisition grants Pangaea 100% control over Nordic Bulk Partners, which previously held interests in the financing obligations for Nordic
Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku. Following the acquisition, the Company recognized a $1,963,602 early debt
extinguishment charge, recorded under interest expense in the consolidated income statement for the year ended December 31, 2024.
The components of Other Long-term Liabilities are as follows:
12/31/2024
12/31/2023
Beginning Balance
$
17,936,540 $
19,974,390
Payments to non-controlling interest recorded as long-term liability
(21,039,558)
(2,500,000)
Earnings attributable to non-controlling interest recorded as interest expense
3,103,018
462,150
Ending balance
$
— $
17,936,540
NOTE 12 - COMMITMENTS AND CONTINGENCIES
Long-term Contracts Accounted for as Operating Leases
The Company leases office space for its Copenhagen operations. The lease expires in December 2025, at which time the lease continues on a month to
month basis with a non-cancelable period of six months.
The Company leases office space for its Singapore operations. In July 2023, the Company renewed its lease for a two year period. At December 31, 2024,
the remaining lease term is eight months.
For the twelve months ended December 31, 2024 and 2023, the Company recognized approximately $0.2 million as lease expense for office leases in
General and Administrative Expenses.
Legal Proceedings and Claims
The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend
itself in any litigation that may arise from such claims. 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 13 - NET INCOME PER COMMON SHARE
The computation of basic net income per share is based on the weighted average number of common stock outstanding for the year ended December 31,
2024 and 2023. Diluted net income per share gives effect to restricted stock awards.
34
The following table summarizes the calculation of basic and diluted income per share:
For the Years Ended
December 31, 2024
December 31, 2023
Net income
$
28,903,383 $
26,323,300
Weighted Average Shares - Basic
45,391,855
44,773,899
Dilutive effect of restricted stock awards
654,189
701,554
Weighted Average Shares - Diluted
46,046,044
45,475,453
Basic net income per share
$
0.64 $
0.59
Diluted net income per share
$
0.63 $
0.58
There are no other shares which could be potentially dilutive.
NOTE 14 - STOCK INCENTIVE PLANS AND NON-CONTROLLING INTEREST
Common stock
The Company has 100,000,000 shares of common stock ($0.0001 par value) authorized, of which 64,961,433 were issued as of December 31, 2024.
Restricted Securities
On August 8, 2024, the Company's shareholders approved an amendment and restatement of the 2024 Plan that was adopted by the Board on May 7, 2024.
The PANGAEA LOGISTICS SOLUTIONS LTD. 2024 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 7, 2024),
(the "Amended Plan"), the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total
number of shares made available for grant is 6,200,000. As of December 31, 2024, there were 926,531 common shares available for grants of awards under
the 2014 Incentive Plan.
At December 31, 2024, shares issued to employees under the Amended Plan totaled 3,930,432 after forfeitures. These restricted shares vest at the rate of
one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date. The Company is amortizing these grants
over the applicable vesting periods. The Company has elected to recognize forfeitures as they occur.
Total non-cash compensation cost recognized during the years ended December 31, 2024 and 2023 is $2,788,190 and $2,087,807, respectively, which is
included in general and administrative expenses in the consolidated statements of operations.
A summary of activity related to outstanding restricted securities for fiscal years 2024 and 2023 is presented in the table below:
Restricted Shares
Weighted-Average
Grant-Date Fair Value
Per Share
Unvested shares at December 31, 2022
1,367,310 $
3.07
Granted
607,111 $
5.53
Vested
(536,593) $
3.45
Forfeited
(14,168) $
3.04
Unvested shares at December 31, 2023
1,423,660 $
3.97
Granted
435,469 $
7.70
Vested
(546,822) $
3.81
Forfeited
—
Unvested shares at December 31, 2024
1,312,307 $
5.27
35
Fiscal Years Ended December 31,
2024
2023
Fair value of restricted shares vested
$
2,992,891 $
3,014,568
Unrecognized compensation cost for restricted shares
$
4,248,433 $
3,685,460
Weighted average remaining period to expense restricted shares (years)
2.80
3.33
Dividends
Dividends payable consist of the following:
Dividends payable
Balance at December 31, 2022
$
626,178
Accrued dividend
668,536
Paid in cash
(148,393)
Balance at December 31, 2023
1,146,321
Accrued dividend
627,244
Paid in cash
(562,574)
Balance at December 31, 2024
$
1,210,991
Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.
While there are no specific restrictions at the parent company level, certain subsidiaries are subject to restrictions under credit agreements that may limit
their ability to declare and distribute dividends to the parent company. These restrictions do not prevent the parent company from declaring and paying
dividends on its common stock.
Dividends
During 2024 and 2023, the quarterly cash dividend was $0.10 per share, respectively. The Company paid a quarterly cash dividend ranging from $0.035 to
$0.10 per common share commencing in May 2019 and expects to maintain its quarterly dividend of $0.10 per share throughout 2025. Future dividends will
depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Board.
Noncontrolling Interests
Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s
subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling
ownership interest attributable to NBHC and its wholly-owned ship-owning subsidiaries amounts to approximately $45,608,000 and $45,252,000 as of
December 31, 2024 and 2023, respectively.
Non-controlling interest attributable to VLNL was approximately $1,235,000 and $1,058,000 at December 31, 2024 and 2023, respectively.
Equity in Earnings and Dividends from Unconsolidated Subsidiaries:
For the year ended December 31, 2024, and 2023, the Company recognized $1,427,530 and $761,485, respectively, as equity in earnings from its 50% or
less owned investees accounted for using the equity method.
Additionally, the Company received $1,910,000 and $1,637,500 in dividends from these investees for the years ended December 31, 2024 and 2023,
respectively, disclosed under the other income line item in the consolidated income statement.
NOTE 15 - ACQUISITIONS
(1)
(1)
36
Merger Agreement with Strategic Shipping Inc.
On December 30, 2024 (the “Closing Date”), Pangaea Logistics Solutions Ltd. acquired fifteen handy-size dry bulk vessels (“Renaissance Vessels”) from
Strategic Shipping Inc. (SSI) through the Merger Agreement with SSI. Renaissance Holdings LLC, a subsidiary of SSI (“Renaissance”), merged into
Renaissance Merger Sub LLC, a subsidiary of Pangaea, after which the separate existence of Merger Sub ceased, and Renaissance became a wholly-owned
subsidiary of the Company (the “Merger”). Prior to the Closing of the Merger, SSI effected a reorganization pursuant to which the ownership interests of
certain of SSI’s subsidiaries (the “Subsidiaries”) were transferred and/or contributed to Renaissance. After the completion of the Reorganization, the
Subsidiaries of Renaissance owned or chartered-in all Renaissance Vessels.
In connection with the Merger, the Company issued 18,059,342 shares of its common stock to SSI, representing approximately 27.6% of the Company’s
outstanding common stock post-transaction, and assumed $100 million in loans and lease liabilities related to the Renaissance Vessels. At the Closing Date,
the Company also remitted to SSI $6.8 million in cash (the “Closing Adjustment”), estimated based on the terms of the Merger Agreement, which includes
primarily the carrying value of the bunker inventories and unused lubricants, prepaid principal and interest on the loans assumed by the Company, and was
reduced by the estimated profit from the voyages in progress at the Closing Date.
The Company’s shareholders approved the share issuance in accordance with Nasdaq rules. The issued shares were exempt from registration under the
Securities Act of 1933. The Company and SSI also entered into an Investor and Registration Rights Agreement, granting SSI resale registration rights and
the right to designate up to two members on the Company’s Board of Directors.
Following the guidelines of ASC 805, Business Combinations (“ASC 805”), the Merger was determined not to meet the requirements of a business
combination. As of the Closing Date, over 90% of the estimated fair value of Renaissance’s total assets acquired, were comprised of similar vessels with
similar risk characteristics and inventories on board these vessels. As a result, the Merger was accounted for as an acquisition of Renaissance by the
Company under the asset acquisition method of accounting in accordance with U.S. GAAP, which values the acquired assets and liabilities at the cost of the
acquisition, including transaction costs, on the basis of their relative fair values. The Company was treated as the acquirer for accounting purposes.
The total purchase consideration of $202.9 million, which consists of $91.0 million related to the fair value of the common stock issued to SSI,
100.0 million in assumed liabilities at their fair value, $9.2 million related to the Closing Adjustment and $2.7 million in acquisition costs, was allocated to
the assets acquired based on their relative fair values at the time of acquisition. The Company measured the fair value of the shares issued as consideration
in the acquisition of the assets based on the stock price at the Closing Date. The Closing Adjustment allocated to the purchased assets excluded the
estimated profit from the voyages in progress at the Closing date and to be completed post-closing. This estimated profit totaling $2.4 million was recorded
as deferred revenue.
When determining the fair value of tangible assets acquired, the Company estimated the cost to replace Renaissance Vessels with a new asset, taking into
consideration such factors as age, condition and the economic useful life of the asset. The fair value of the bunker and lube inventories was determined
based on the market price per metric ton. Transaction costs directly related to the acquisition of the assets have been capitalized. The total consideration was
preliminarily allocated on a relative fair value basis to the assets acquired, as follows (in millions):
(in millions)
December 30, 2024
Renaissance Vessels
$
197,048,841
Bunkers and lube inventories
5,588,193
Prepaid expenses
289,459
Total assets
$
202,926,493
Assumed loans and lease liabilities
$
100,049,292
Fair value of the common stock issued
91,019,086
Cash consideration related to the Closing Adjustment
9,179,747
Transaction costs
2,678,368
Total consideration
$
202,926,493
37
Acquisition of Port and Terminal Operation.
On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase
price of $7.2 million. On June 1, 2023, the Company completed the acquisition for a total purchase price of $9.3 million including acquired net working
capital. Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation.
This acquisition aims to enhance our logistics capabilities and aligns with our strategic objective of catering to customers beyond the realm of maritime
transportation.
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:
Net working capital, excluding cash
$
1,772,889
Property, plant and equipment
1,844,100
Goodwill
3,104,800
Other intangible assets
2,251,100
Fair value of net assets acquired, excluding cash and cash equivalents
8,972,889
Cash and cash equivalents
326,888
Fair value of net assets acquired
$
9,299,777
NOTE 16 – SEGMENT REPORTING
The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both
current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally,
resulting in voyage and charter revenues from various geographic regions.
The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent (TCE) rates.
The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income.
38
The following tables present selected financial information with respect to our reportable segment:
December 31, 2024
December 31, 2023
Shipping segment
Voyage revenue
$
493,439,058 $
467,573,493
Charter revenue
30,326,291
23,715,895
Shipping segment total revenue
523,765,349
491,289,388
Reconciliation:
All other revenue
12,770,897
7,978,446
Total consolidated revenue
$
536,536,246 $
499,267,834
December 31, 2024
December 31, 2023
Shipping segment total revenue
$
523,765,349 $
491,289,388
Less:
Voyage expense
237,478,669
227,434,670
TCE revenue
286,286,680
263,854,718
Other operating expenses
237,838,066
219,237,521
Other expenses
(16,679,121)
(16,079,425)
Total consolidated net income
$
31,769,493 $
28,537,772
All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.
TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.
At the end of the years December 31, 2024, and December 31, 2023, the Company recorded net other operating expenses of $237.84 million and
$219.24 million, respectively. These expenses include all other revenue, vessel operating costs, charter hire expenses, general and administrative costs, and
depreciation and amortization.
Additionally, other expenses totaled $16.68 million and $16.08 million for the years ended December 31, 2024, and December 31, 2023, respectively,
primarily comprising interest expenses and other non-operating costs.
For the year ended December 31, 2024, the Company reported total consolidated net income of $31.77 million and $28.54 million for the prior year.
(1)
(2)
(1)
(2)
1
Geographical Disclosure
Revenue from external customers is attributed to geographic areas as follows:
Revenue:
December 31, 2024
December 31, 2023
United States
$
169,382,692 $
142,246,632
Canada
72,820,447
74,496,107
Germany
44,129,597
23,855,953
Singapore
39,422,507
26,892,281
United Kingdom
35,535,921
58,507,173
Other
175,245,081
173,269,688
Total consolidated revenue
$
536,536,246 $
499,267,834
This includes revenue from various regions across Asia, Europe, South America, and other international markets.
Revenue is presented geographically based on the customer's country of domicile.
For the year ended December 31, 2024, one customer accounted for 10% or more of total revenue. For the year ended December 31, 2023, two customers
accounted for 10% or more of total revenue. The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes
and, as a result, the disclosure of geographic information is impracticable.
Other segment disclosures:
December 31, 2024
December 31, 2023
Shipping
Other
Total
Shipping
Other
Total
Interest expense
17,073,184
—
17,073,184
17,025,547
—
17,025,547
Depreciation and amortization
30,041,771
333,950
30,375,721
29,513,633
556,762
30,070,395
Other non-recurring items
—
—
—
1,738,511
—
1,738,511
Segment assets
730,727,634
205,729,447
936,457,081
498,656,103
206,523,865
705,179,968
The Company incurred Capital expenditures of $260,996,761 and $31,418,327 for shipping segment assets for the years ended December 31, 2024 and
2023, respectively.
NOTE 17 - SUBSEQUENT EVENTS
On February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 14, 2024, to
all shareholders of record as of February 28, 2025.
(1)
(1)
(1)
2
SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 17, 2025.
PANGAEA LOGISTICS SOLUTIONS LTD.
By:
/s/ Mark L. Filanowski
Mark L. Filanowski
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Gianni Del Signore
Gianni Del Signore
Chief Financial Officer
(Principal Financial and Accounting Officer)
1
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark L. Filanowski and Gianni DelSignore and each of them, as attorney-in-fact with
full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments
to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this annual report on Form 10-K has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Mark L. Filanowski
Chief Executive Officer and Director
March 17, 2025
Mark L. Filanowski
(Principal Executive Officer)
/s/ Gianni DelSignore
Chief Financial Officer, Principal
March 17, 2025
Gianni DelSignore
Financial and Accounting Officer
/s/ Carl Claus Boggild
Director
March 17, 2025
Carl Claus Boggild
/s/ Richard T. du Moulin
Chairman of the Board, Director
March 17, 2025
Richard T. du Moulin
/s/ Anthony Laura
Director
March 17, 2025
Anthony Laura
/s/ Eric S. Rosenfeld
Director
March 17, 2025
Eric S. Rosenfeld
/s/ David D. Sgro
Director
March 17, 2025
David D. Sgro
/s/ Karen H. Beachy
Director
March 17, 2025
Karen H. Beachy
/s/ Christina Tan
Director
March 17, 2025
Christina Tan
/s/ Gary Vogel
Director
March 17, 2025
Gary Vogel
2
Exhibit no.
Description
3.1
Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form S-1 filed
on February 4, 2015).
3.2
Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form S-1 filed on February 4, 2015.)
10.1
Purchase Agreement Addendum by and between Bulk Nordic Five Ltd. and Nicole Navigation S.A. dated October 27, 2016 (incorporated by reference
to Exhibit 10.34 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).
10.2
Bareboat Charter Party Dated August 2, 2018 (incorporated by reference to Exhibit 10.43 of the Registrant's Current Report on Form 10-Q filed on
November 8, 2018).
10.3
Bareboat Charter Party Dated February 21, 2019 (incorporated by reference to Exhibit 10.44 of the Registrant's Current Report on Form 10-Q filed on
May 15, 2019).
10.4
Limited Liability Company Agreement of Nordic Bulk Partners LLC. (incorporated by reference to Exhibit 10.18 of the Registrant's Current Report on
Form 10-K filed on March 23, 2020).
10.5
Bareboat Charter Party Dated September 27, 2019 (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on
March 23, 2020).
10.6
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (incorporated by reference to Exhibit 10.19 of
Registrant's Current Report on Form 10-K filed on March 23, 2020).
10.7
Bulk Courageous Bareboat Charter dated March 27, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10-Q filed
on August 10, 2021).
10.8
Bulk Valor Corp. Loan and Security Agreement dated as of June 17, 2021 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on
Form 10-Q filed on August 10, 2021).
10.9
Bulk Nordic Five Ltd. Amendment and Restatement Agreement of Bareboat Charter dated July 1, 2021 (incorporated by reference to Exhibit 10.1 of
Registrant's Current Report on Form 10-Q filed on November 9, 2021).
10.10
Bulk Promise Corp. Loan and Security Agreement dated as of July 7, 2021 (incorporated by reference to Exhibit 10.2 of Registrant's Current Report on
Form 10-Q filed on November 9, 2021).
10.11
Bareboat Charter Party by and between Phoenix Bulk 25 Corp. and Delta Partner Ltd Dated January 27, 2022 (incorporated by reference to Exhibit
10.1of Registrant's Current Report on Form 10-Q filed on May 10, 2022).
10.12
Bulk Sachuest Corp. Loan and Security Agreement dated as of October 13, 2022 (incorporated by reference to Exhibit 10.17 of Registrant's Current
Report on Form 10-K dated March 15, 2022).
10.14
$50 Million Senior Secured Term Loan Facility
10.15
Bulk Prudence Corp. Facility Agreement Loan Facility
10.16
Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 of Registrant's Current Report on Form 8-K filed on September 24, 2024)
10.17
Investor and Registration Right Agreement *
14.1
Code of Ethics *
19.1
Pangaea Logistics Solutions Ltd. Insider Trading Policy.*
21.1
Subsidiaries of Pangaea Logistics Solutions Ltd.*
23.1
Consent of Grant Thornton LLP. *
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of Registrant's Current Report on Form
10-K dated March 14, 2024)
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
XBRL Taxonomy Extension Definition Linkbase*
101.LAB
XBRL Taxonomy Extension Label Linkbase*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase*
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
3
EXECUTION VERSION
INVESTOR AND REGISTRATION RIGHTS AGREEMENT
PANGAEA LOGISTICS SOLUTIONS LTD.
INVESTOR AND REGISTRATION RIGHTS AGREEMENT
THIS INVESTOR AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2024, by and
among Pangaea Logistics Solutions Ltd. a company incorporated under the laws of Bermuda (the “Company”), and Strategic Shipping Inc.
(the “Investor”).
RECITALS
WHEREAS, the Company, Renaissance Holdings LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary
of the Investor (“Renaissance”), Renaissance Merger Sub LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary
of the Company (“Merger Sub”) and the Investor have entered into that certain Agreement and Plan of Merger dated as of September 23,
2024 (the “Merger Agreement”) pursuant to which and subject to the conditions set forth therein the Company, the Investor, Renaissance and
Merger Sub have approved the acquisition of Renaissance by the Company by means of a merger of Merger Sub with and into Renaissance
(the “Merger”), with Renaissance continuing as the surviving company and an indirect wholly-owned subsidiary of the Company.
WHEREAS, pursuant to the terms of the Merger Agreement, upon the consummation of the Merger, Investor shall be the holder of
an aggregate of 18,059,342 Common Shares issued by the Company in exchange for all of the issued and outstanding limited liability
company interests of Renaissance.
WHEREAS, in order to induce the Investor to enter into the Merger Agreement, the Company and the Investor hereby agree that this
Agreement shall govern, among other things and subject to the terms and condition set forth herein (i) the rights of the Investor to cause the
Company to register the Common Shares issued to the Investor pursuant to the Merger Agreement (the “Merger Consideration Shares”) and
certain Common Shares that the Investor may acquire from time to time; (ii) Investor’s right to have up to two (2) members appointed to the
Company’s Board of Directors and certain committees thereof upon the consummation of the Merger; (iii) Investor’s right to participate in
certain future equity issuances by the Company; and (iv) certain other matters as set forth in this Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1.
Definitions. For purposes of this Agreement:
1.1
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer,
director or trustee of such Person, or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or
more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with,
such Person.
1.2
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the
good faith judgment of the Chief Executive Officer of the Company, after consultation with counsel to the Company, (i) would be required to
be made in any Registration
2
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time
if the Registration Statement were not being filed, declared effective or used, as the case may be, (iii) the Company has a bona fide business
purpose for not making such information public, and (iv) such disclosure (a) would be reasonably likely to have an adverse impact on the
Company, (b) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed
acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (iii) relates to information the accuracy of which
has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all
reasonable action as necessary to promptly make such determination and conclude such investigation or inquiry.
1.3
“Board of Directors” means the board of directors of the Company.
1.4
“Beneficial Ownership” or to “Beneficially Own” shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder and shall include any direct or indirect interest in securities which gives a
person or entity (acting alone or with others) the power to vote, dispose of or direct the voting or disposition of the securities. It also includes
any securities of which such person or entity has the right to acquire (acting alone or with others) beneficial ownership within sixty days after
a given date through exercise of an option, warrant or conversion right or the power of revocation or automatic termination of a trust,
discretionary account or similar arrangement.
1.5
“Bylaws” means the Company’s Bylaws, as amended and/or restated from time to time.
1.6
“Business Day” means a day other than Saturday, Sunday or other day on which commercial banks located in New
York, New York are authorized or required by applicable law to close.
1.7
“Change of Control” means and will be deemed to have occurred if:
(a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
“Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
this clause (a) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person
has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly
or indirectly, of more than 50% of the total voting power of the Common Shares; or
(b) the merger or consolidation of the Company with or into another Person or the merger of another Person with or
into the Company in each case which results in a Person or Persons other than the shareholders of the Company
immediately prior to such merger, consolidation or sale owning more than 50% of the total voting power of the
Company’s equity securities, or the sale of all or substantially all of the assets of the Company (determined on a
consolidated basis) to another Person; or
3
(c) any Person acquires more than 30% of the Common Shares.
1.8
“Common Shares” means common shares of the capital of the Company from time to time.
1.9
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject
under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in
respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any
registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or
supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the
Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act,
or any state securities law.
1.10
“Exchange Act” means the Securities Exchange Act of 1934 of the United States of America, as amended, and the
rules and regulations promulgated thereunder.
1.11
“Fundamental Transaction” means any transaction whereby (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another party whereby such other party acquires more
than 50% of the outstanding Common Shares; (iii) the Company (or any subsidiary), directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iv) the
Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of Common
Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other
securities, cash or property (other than a stock split), or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off, merger or scheme of arrangement (other than a stock split)) with another Person or group of Persons whereby such
other Person or group acquires greater than 50% of the voting power of the outstanding Common Shares and preferred shares of the
Company.
1.12
“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration
form under the Securities Act subsequently adopted by the SEC.
1.13
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under
the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
1.14
“Holder” means the Investor and any other holder of Registrable Securities who is or who becomes a party to this
Agreement.
4
1.15
“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life
partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of a natural person referred to herein.
1.16
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case
of a Prospectus, in the light of the circumstances under which they were made) not misleading.
1.17
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.18
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all
prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in
such prospectus.
1.19
“Registrable Securities” means (i) the Common Shares issued to the Investor in connection with the consummation
of the Merger and any Common Shares acquired by the Investor from time to time following the closing of the Merger; and (ii) any Common
Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, the Common Shares referenced in clause (i) above and excluding for
purposes of Section 2 any Common Shares for which registration rights have terminated pursuant to Section 2.14 of this Agreement.
1.20
“Registration” shall mean a registration, including any related Underwritten Shelf Takedown, effected by preparing
and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the
applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
1.21
“SEC” means the United States Securities and Exchange Commission.
1.22
“SEC Guidance” means (i) any publicly available written questions and answers, guidance, forms, comments,
requirements or requests of the SEC or its staff, (ii) the Securities Act and (iii) any other rules and regulations of the SEC.
1.23
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.
1.24
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.
1.25
“Securities Act” means the Securities Act of 1933 of the United States of America, as amended, and the rules and
regulations promulgated thereunder.
1.26
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the
sale of Registrable Securities, and fees and disbursements of counsel for any Holder.
5
2.
Registration Rights. The Company covenants and agrees as follows:
2.1 Shelf Registration. Within five (5) Business Days following the closing of the Merger, the Company shall file with the
SEC a Registration Statement for a Shelf Registration on Form S-3 and, if the Company is then a well-known seasoned issuer, the
Registration Statement shall be an automatically effective registration statement on Form S-3ASR (or, if the Company is not then eligible to
use a Form S-3, a Registration Statement for a Shelf Registration on Form S-1) (the “Shelf Registration Statement”) covering the resale of
all Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous basis and shall use its
reasonable best efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof. Such Shelf
Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of
methods legally available to, and requested by, the Holders named therein. The Company shall maintain a Shelf Registration Statement in
accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements as may be necessary to keep the Shelf Registration Statement continuously effective, available for use to permit the Holders
named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company
shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration
Statement) to a Shelf Registration Statement on Form S-3 as soon as practicable. In the event the Company files a Shelf Registration
Statement on Form S-1 or Form S-3 and thereafter becomes a well-known seasoned issuer, the Company shall use its commercially
reasonable efforts to convert the Shelf Registration Statement on Form S-1 or Form S-3 (and any Subsequent Shelf Registration Statement) to
a Shelf Registration Statement on Form S-3ASR as soon as practicable.
Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Shelf Registration
Statement (as of the effective date of such Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or
supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment
thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information
pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.
2.2 Subsequent Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act for
any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 2.7, use its commercially
reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the
Securities Act and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration
Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an
additional registration
6
statement as a Shelf Registration (a “Subsequent Shelf Registration Statement” and, together with the Shelf Registration Statement, the
“Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent
Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and
(ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell
their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer
any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible
to use such form at the time of filing.
2.1
Additional Registrable Securities. Subject to Section 2.7, in the event that the Investor becomes the holder of
Registrable Securities subsequent to the consummation of the Merger, the Company, upon written request of the Investor, shall promptly use
its commercially reasonable efforts to cause the resale of such additional Registrable Securities to be covered by either, at the Company’s
option, any then available Shelf Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf
Registration Statement, and cause the same to become effective as soon as practicable after filing such Shelf Registration Statement or
Subsequent Shelf Registration Statement; provided, however, that the Company shall not be required by this Section 2.3 to cause fewer than
100,000 additional Registrable Securities to be so covered in any Shelf Registration Statement or Subsequent Shelf Registration Statement.
2.2
Requests for Underwritten Shelf Takedowns.
(i)
Subject to Section 2.7, at any time and from time to time when an effective Shelf Registration Statement is
on file with the SEC, one or more Holders (a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an
underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided
that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities
proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price of at
least $10.0 million in the aggregate (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made
by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the
Underwritten Shelf Takedown. A majority-in-interest of the Demanding Holders shall have the right to select the underwriter or underwriters
in connection with an Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks),
subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). Holders may demand not
more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.4 within any twelve (12) month period. Notwithstanding anything
to the contrary in this Agreement, the Company may effect any underwritten offering pursuant to any then effective Registration Statement,
including a Form S-3, that is then available for such offering.
(ii)
If the managing underwriter or underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company and the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such
Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that
the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
7
Common Shares or other equity securities that the Company desires to sell and all other Common Shares or other equity securities, if any, that
have been requested to be sold in such underwritten offering pursuant to separate written contractual piggy-back registration rights held by
any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then
the Company shall include in such underwritten offering, before including any Common Shares or other equity securities proposed to be sold
by the Company or by other holders of Common Shares or other equity securities, the Registrable Securities of (i) first, the Demanding
Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of
Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf Takedown) and (ii) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro
rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such
Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be
included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.
(iii)
Prior to the pricing of such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten
Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written
notification (a “Withdrawal Notice”) to the Company and the underwriter or underwriters (if any) of their intention to withdraw from such
Underwritten Shelf Takedown; provided that the Investor may elect to have the Company continue an Underwritten Shelf Takedown if the
Investor still wants to participate in the Underwritten Shelf Takedown. Following the receipt of any Withdrawal Notice, the Company shall
promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.4(iii).
2.3
Piggyback Registration.
(i)
If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to
file a Registration Statement under the Securities Act with respect to the Registration of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company
(or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to
Section 1.4), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee
stock option or other benefit plan, (b) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to
SEC Rule 145 under the Securities Act or any successor rule thereto), (c) for an offering of debt that is convertible into equity securities of the
Company, or (d) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all Holders of
Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration
Statement or, in the case of an underwritten offering pursuant to an
8
existing Registration Statement, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which
notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the
name of the proposed managing underwriter or underwriters (if any) in connection with an Underwritten Shelf Takedown, and (B) offer to all
of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such
Holders may request in writing within ten (10) days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Except with respect to an Underwritten Shelf Takedown under Section 1.4, the rights provided under this Section 2.5 shall not
be available to any Holder at such time as there is an effective Shelf Registration Statement available for the resale of the Registrable
Securities pursuant to Section 2.1. Subject to Section 2.5(ii), the Company shall, in good faith, cause such Registrable Securities to be
included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or
underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.4 to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of
any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting
agreement in customary form with the underwriter or underwriters in connection with an Underwritten Shelf Takedown.
(ii)
If the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown that is to be
a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of Common Shares or other equity securities that the Company desires to sell, taken
together with (a) Common Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(b) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (c) Common Shares or other
equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-
back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of
Securities, then:
(a)
if the Registration or registered offering is undertaken for the Company’s account, the Company shall
include in any such Registration or registered offering (A) first, Common Shares or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to Section 2.4, pro rata, based on the respective number of Registrable
Securities that each Holder has requested be included in such underwritten offering and the aggregate number of Registrable
Securities that the Holders have requested to be included in such underwritten offering, which can be sold without exceeding the
Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), the Common Shares or other equity securities, if any, as to which Registration or a registered offering
has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders
of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;
(b)
if the Registration or registered offering is pursuant to a demand by persons or entities other than the
Holders of Registrable Securities, then the Company shall
9
include in any such Registration or registered offering (A) first, the Common Shares or other equity securities, if any, of such
requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.4,
pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such underwritten
offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such underwritten
offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common
Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate
written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder,
which can be sold without exceeding the Maximum Number of Securities; and
(c)
if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request
by Holder(s) of Registrable Securities pursuant to Section 2.5 hereof, then the Company shall include in any such Registration or
registered offering securities in the priority set forth in Section 2.5(ii).
(iii)
Any Holder of Registrable Securities (other than a Demanding Holder), whose right to withdraw from an
Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.4(iii) shall have the right to withdraw from a
Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any)
in connection with an Underwritten Shelf Takedown of his, her or its intention to withdraw from such Piggyback Registration prior to the
pricing of such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons
or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with
a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in
this Agreement (other than Section 2.4(iii)), the Company shall be responsible for the Registration Expenses incurred in connection with the
Piggyback Registration prior to its withdrawal under this Section 2.5.
2.4
Market Stand-off. In connection with any Underwritten Shelf Takedown, if requested by the managing underwriter
or underwriters, each Holder that is, or is controlled by an executive officer or director of the Company, agrees that, to the extent such Holder
participates in such underwritten offering, it shall not Transfer any Common Shares or other equity securities of the Company (other than
those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the thirty (30)-day
period, or such other longer or shorter time period agreed to by the managing underwriter or underwriters in connection with an
Underwritten Shelf Takedown, beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or
in the event the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown otherwise agree by written
consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the underwriter or underwriters in connection with
an Underwritten Shelf Takedown to such effect (in each case on substantially the same terms and conditions as all such Holders).
2.5
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights
10
(i)
Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains
a Misstatement; (b) any request by the SEC for any amendment or supplement to any Registration Statement or Prospectus or for additional
information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus
will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program
adopted by the Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of
the existence of material non-public information, the Investor and each other Holder shall forthwith discontinue disposition of Registrable
Securities pursuant to such Registration Statement covering such Registrable Securities until (A) in the case of (a) or (b), it has received
copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement
or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of
the Prospectus may be resumed, or (B) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file
copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such
notice.
(ii)
Subject to Section 2.7(iii), if the filing, initial effectiveness or continued use of a Registration Statement in
respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the
good faith judgment of the majority of the Board of Directors such Registration, be detrimental to the Company and the majority of the Board
of Directors concludes as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company may,
upon giving prompt written notice of such action to the Investor and each other Holder (which notice shall not specify the nature of the event
giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the
shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its
rights under this Section 2.7, the Investor and the other Holders agree to suspend, immediately upon their receipt of the notice referred to
above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until the
Investor or other Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in
each case maintain the confidentiality of such notice and its contents.
(iii)
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement
or registered offering pursuant to this Section 2.7 shall be exercised by the Company, in the aggregate, for not more than forty-five (45)
calendar days during any twelve (12)-month period, provided, however, that no delay or suspension exercised by the Company pursuant to this
Agreement shall be effective unless all directors are subject to a trading blackout of equal time and such delay or suspension is applicable to
all other selling security holders named in any effective, pending or proposed registration statement filed (or proposed to be filed) by the
Company pursuant to the Securities Act and, provided further, the Company shall not offer, sell or issue any securities during the time that
any delay or suspension of the Registration Statement pursuant to this Agreement is in effect, other than issuances pursuant to an award under
the Company’s equity incentive plan.
2.6
Obligations of the Company. Whenever required under this Section 2 to effect the registration of Registrable
Securities, the Company shall, as expeditiously as reasonably possible:
(i)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use
its commercially reasonable efforts to cause such registration statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;
11
(ii)
prepare and file with the SEC such amendments and supplements to such Registration Statement, and the
Prospectus used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the
disposition of all securities covered by such Registration Statement;
(iii)
furnish to each Holder such numbers of copies of a prospectus, including a preliminary prospectus, as
required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their
Registrable Securities;
(iv)
use its commercially reasonable efforts to register and qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the
Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions,
unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(v)
in the event of any underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the underwriter(s) of such Underwritten Shelf Takedown;
(vi)
use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration
statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which
similar securities issued by the Company are then listed;
(vii)
provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement
and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(viii)
promptly make available for inspection by the Holders, any underwriter(s) participating in any disposition
pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the
selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter,
attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement
and to conduct appropriate due diligence in connection therewith;
(ix)
notify each selling Holder, promptly after the Company receives notice thereof, of the time when such
Registration Statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been
filed; and
(x)
after such Registration Statement becomes effective, notify each Holder of any request by the SEC that the
Company amend or supplement such registration statement or prospectus.
2.7
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant
to this Section 2 with respect to the Registrable Securities of any Holder that such Holder shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is required by applicable law
to effect the registration of such Holder’s Registrable Securities.
2.8
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations,
filings, or qualifications pursuant to Section 2, including all registration, filing, listing, and qualification fees, including with respect to any
filings required to be made with the
12
SEC or FINRA or compliance with any securities or “Blue Sky” laws; printers’ and accounting fees; and fees and disbursements of counsel
for the Company (but for the avoidance of doubt not including legal fees of counsel for the Holders, if any), shall be borne and paid by the
Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders
pro rata on the basis of the number of Registrable Securities registered on their behalf.
2.9
[Reserved]
2.10
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:
(i)
To the extent permitted by law, the Company will indemnify and hold harmless each Holder, and the
partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any
underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 2.12 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is
effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any
Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written
information furnished by or on behalf of any such Holder expressly for use in connection with such registration, except to the extent such
information has been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting
the claim.
(ii)
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold
harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who
controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined
in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or
other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions
made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in such
registration and that has not been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the
Person asserting the claim; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result,
as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.12 shall not apply to amounts paid
in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or
contribution exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder) except in the
case of willful fraud or gross negligence by such Holder.
(iii)
Promptly after receipt by an indemnified party under this Section 2.12 of notice of the commencement of
any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under this Section 2.12, give the indemnifying party notice of the
commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so
desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees
13
and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by
such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.12, only to the extent that such
failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.12.
(iv)
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which
either: (a) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.12 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or
the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this
Section 2.12 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any party
hereto for which indemnification is provided under this Section 2.12, then, and in each such case, such parties will contribute to the aggregate
losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is
appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements,
omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other
things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to
information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (A) no Holder will be required to
contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to
such registration statement, and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no
event shall a Holder’s liability pursuant to this Section 2.12, when combined with the amounts paid or payable by such Holder exceed the
proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful fraud or
misconduct by such Holder.
(v)
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed
by the foregoing provisions of this Section 2.12 that is not expressly provided for or addressed by the underwriting agreement shall be
controlled by the foregoing provisions.
(vi)
Unless otherwise superseded by an underwriting agreement entered into in connection with the
underwritten public offering, the obligations of the Company and Holders under this Section 2.12 shall survive the completion of any offering
of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement or any
provision(s) of this Agreement.
2.11
Reports Under Exchange Act
. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC
that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on
Form S-3, the Company shall:
(i)
make and keep available adequate current public information, as those terms are understood and defined in
SEC Rule 144;
14
(ii)
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act; and
(iii)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request such
other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any
such securities without registration or pursuant to Form S-3.
2.12
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable
Securities in any registration pursuant to Sections 2.1 or 2.2 shall terminate upon the earliest to occur of (i) the closing of a winding up event,
as such term is described in the Bylaws, (A) in which the consideration received by the Holder in such winding up event is in the form of cash
and such that the Investor no longer holds any Registrable Securities, or (B) in which the Holder received publicly traded securities and the
Holder receives rights from the acquiring company or other successor to the Company reasonably comparable to those set forth in this
agreement; (ii) such time that the Holder may sell all of the Holder’s Registrable Securities under SEC Rule 144, or another similar exemption
under the Securities Act without limitation (including volume limitations) during a three-month period and all restrictive legends have been
removed from all of the Common Shares owned by such Holder; and (iii) such time as there are no Registrable Securities.
3.
Board of Directors Representation.
3.1
Appointment and Nomination of Directors.
(i)
For so long as the Investor has Beneficial Ownership of at least twenty percent (20%) of the issued and
outstanding Common Shares, the Investor shall have the right to designate up to two (2) members of the Board of Directors (each an
“Investor Designee” and collectively the “Investors Designees”) and for so long as the Investor has Beneficial Ownership of at least ten
percent (10%) but less than twenty percent (20%) of the issued and outstanding Common Shares, the Investor shall have the right to designate
one (1) Investor Designee. Each Investor Designee shall, in the reasonable judgment of the Board of Directors (a) have the requisite skill and
experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of the Company
pursuant to any rule or regulation of the SEC, Nasdaq Stock Market (or, if different, the listing exchange on which the Common Shares are
then traded) or by applicable law, rule or regulation, and (c) otherwise be reasonably acceptable to the Company, and at least one of the
Director Designees shall be determined in the reasonable judgement of the Board of Directors to be independent as determined in accordance
with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6. At the Company’s request, Investor will cause each Investor Designee to complete
and execute the Company’s standard Director and Officer Questionnaire prior to being appointed to the Board of Directors or being
nominated for re-election. In the event of the death, disability, resignation, removal for cause, disqualification or termination of service of an
Investor Designee for any other reason during such time as Investor has the right to designate one or more Investor Designees, the resulting
vacancy shall be filled by the Board of Directors with a replacement Investor Designee designated by the Investor within a reasonable amount
of time following the occurrence of such vacancy, provided, however, that if at the time such vacancy is created the Investor is entitled to
designate two (2) Investor Designees and the remaining Investor Designee serving on the Board of Directors is not independent as determined
in accordance with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6, the replacement Investor Designee selected by the Investor must
qualify as independent within the meaning of Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6.
(ii)
Prior to the closing of the Merger and subject to the Investor Designee qualifications set for in Section
3.1(i), the Company shall cause the Board of Directors to be expanded to add two (2) additional board seats, and shall cause the Investor
Designees designated by the Investor pursuant to this Section 3.1 to be appointed to the Board of Directors to fill the vacancies created by
such increase in the size of the Board of Directors immediately following the closing of the Merger. Prior to
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each annual meeting of shareholders of the Company at which the Investor has the right to designate at lease one Investor Designee, the
Company shall cause each Investor Designee the Investor is entitled to designate to be nominated for election by the shareholders of the
Company to the Board of Directors at each annual meeting of shareholders at which directors are to be elected, shall solicit proxies in favor
thereof, and at each annual meeting of the shareholders of the Company at which directors of the Company are to be elected, shall recommend
that the shareholders of the Company elect to the Board of Directors each such Investor Designee at such annual meeting.
(iii)
Immediately following the appointment of the Investor Designees upon the closing of the Merger, the
Board of Directors shall consist of nine (9) members, inclusive of the Investor Designees. Concurrently with the appointment of the Investor
Designees, at least one Investor Designee who shall have been determined to be independent pursuant to Nasdaq Stock Market Rules 5605(a)
(ii) and 5605-6, shall be appointed to serve on the Company’s compensation committee and such Investor Designee (or at the request of the
Investor any alternate Investor Designee determined to be independent pursuant to Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6 and
otherwise qualified to serve on such committee) shall be reappointed annually to the compensation committee until such time the Investor no
longer has the right to designate an Investor Designee pursuant to this Section 3.1.
(iv)
Until such time as the Investor no longer has the right to designate at least one Investor Designee pursuant
to this Section 3.1, the Company shall not take any action that would result in a reduction in the proportional representation of the Investor
Designees on the Board of Directors except in connection with the Company’s consummation of a merger or other Fundamental Transaction.
(v)
At such time as the Investor ceases to Beneficially Own at least ten percent (10%) of the issued and
outstanding Common Shares of the Company, the Investor, at the request of the Board of Directors, shall use its commercially reasonable
efforts to cause each Investor Designee then serving on the Board of Directors to resign from the Board of Directors, effective immediately
prior to such time as a replacement director is nominated by the Board of Directors.
4.
Pre-emptive Rights, Beneficial Ownership
4.1
Pre-emptive Rights
(i)
If at any time after the closing of the Merger the Company proposes to issue additional Common Shares
other than in a Fundamental Transaction (a “Subject Issuance”), then, subject to the provisions set forth below, the Investor shall have the
right to purchase from the Company, for cash, its pro rata share of all Common Shares issued in such Subject Issuance at the same price per
share (or, if such Subject Issuance was for other than cash, at a price equal to the per share value ascribed to such Common Shares) and other
terms and conditions of the Subject Issuance in order to maintain the Investor’s Beneficial Ownership percentage. For purposes of this Section
4.1, the Investor’s pro-rata share is equal to the ratio of (a) the number of Common Shares Beneficially Owned by the Investor and its
Affiliates at the time notice of the proposed issuance is given, to (b) the total number of Common Shares (including all Common Shares
issued or issuable upon the exercise of any outstanding employee stock options) outstanding immediately prior to the issuance of such
Common Shares. Notwithstanding the preceding sentence, in the event the issuance of Common Shares or other equity securities issued
pursuant to the Company’s equity incentive plan (a “Plan Issuance”) would result in the Investor’s Beneficial Ownership of Common Shares
immediately following such Plan Issuance being less than twenty-five percent (25%) of the issued and outstanding Common Shares, Investor
shall have the right to acquire from the Company for cash such number of Common Shares or other equity securities necessary to result in
Investor owning at least twenty-five percent (25%) of the issued and outstanding Common Shares (as measured above) immediately following
the Plan Issuance at a price equal to the per share price of the securities issued in the Plan Issuance.
(ii)
If at any time after the closing of the Merger the Company proposes to issue any equity or debt security
convertible into Common Shares other than in a Fundamental Transaction,
16
in connection with a dividend, stock split or other distribution of Common Shares, or pursuant to the Company’s equity incentive plan (a
“Subject Convertible Security Issuance”), the Investor shall have the right to participate in such Subject Convertible Security Issuance on
terms no less favorable to the Investor than to any other purchaser in such Subject Convertible Security Issuance, the specific terms of
Investor’s participation to be in line with the Investor’s pre-emptive rights contemplated herein and mutually agreed by the Company and
Investor in good faith at the time of such Subject Convertible Security Issuance.
(iii)
If the Company proposes to issue Common Shares or other securities convertible into Common Shares in a
Subject Issuance or a Subject Convertible Security Issuance, the Company shall give the Investor written notice (the “Pre-emptive Right
Notice”) of its intention, describing the Common Shares or other securities and the price and other terms and conditions upon which the
Company proposes to issue the same or such terms as mutually agreed by the Company and Investor pursuant to 4.1(ii), above. Investor shall
have five (5) Business Days from the date the Pre-emptive Right Notice is deemed given (the “Response Period”) to exercise its right to
purchase all, but not less than all, of its pro rata share of the Common Shares or other securities on the terms and conditions specified in the
Pre-emptive Right Notice by giving written notice thereof to the Company. Notwithstanding the foregoing, the Company shall not be required
to offer or sell such Common Shares or other securities to the Investor if doing so would cause the Company to be in violation of applicable
securities laws by virtue of such offer or sale; provided that the Company shall use its reasonable best efforts to complete the sale (if
applicable) in a transaction that complies with applicable law. The Company shall have sixty (60) days after the earlier of (a) the termination
of the Response Period and (b) receipt of the Investor’s response to exercise or not exercise its pre-emptive rights hereunder to sell the
Common Shares or other securities in respect of such Subject Issuance or Subject Convertible Security Issuance on terms no more favorable
to the purchasers thereof, after which the Company shall deliver another Pre-emptive Right Notice in accordance with the provisions set forth
above.
4.2
Ownership Limitation
(i)
Nothing set forth in this Agreement shall prohibit or restrict the Investor from acquiring, in open market
transactions or otherwise, additional Common Shares or other securities of the Company, subject to the Company’s insider trading policy in
effect on July 22, 2024 (“Additional Investor Share Purchases”), provided that, subject to the following clause of this Section 4.2, Investor
shall not become, through Additional Investor Shares Purchases or otherwise, the Beneficial Owner of in excess of thirty percent (30%) of the
issued and outstanding Common Shares (the “Beneficial Ownership Limitation”) at any time; provided further, that the Investor Beneficial
Ownership Limitation shall be automatically waived if (A) the Board of Directors has consented to such acquisition or (B) in the event and at
such time that the Board of Directors reasonably determines that the Company (including without limitation acting through its Board of
Directors or any committee thereof) has commenced negotiations with respect to the terms of a potential transaction between the Company
and any Person that may reasonably be expected to result in a Change of Control of the Company immediately following the consummation
of such transaction (a “Qualifying Transaction”). For the avoidance of doubt, the Company’s request solely for additional information
relating to a potential transaction shall not be deemed to constitute the negotiations of the terms of a transaction that, if consummated, may
reasonably be expected to constitute a Qualifying Transaction.
5.
Miscellaneous.
5.1
Successors and Assigns. The Investor’s rights pursuant to Section 3 and Section 4 of this Agreement may be
assigned by the Investor to one or more Affiliates of the Investor subject to compliance with clause (i) and (ii) of the following sentence of
this Section 5.1 by the Investor and its affiliated assignees. The rights under this Agreement other than the rights granted pursuant to Section 3
and Section 4 may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities; provided, however,
that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee
and the Registrable Securities with respect to which such rights are being transferred; and (ii) such transferee agrees in a
17
written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of
determining the number of Registrable Securities held by a transferee, the holdings of a transferee that is an Affiliate or shareholder of a
Holder shall be aggregated together and with those of the transferring Holder. The terms and conditions of this Agreement inure to the benefit
of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.
5.2
Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to conflict
of law principles that would result in the application of any law other than the laws of the State of New York.
5.3
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including
PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5.4
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be
considered in construing or interpreting this Agreement.
5.5
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and
shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next
business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1)
business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery,
with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on the signature
pages hereto, or (as to the Company) to the principal office of the Company and to the attention of the Chief Executive Officer, or, in any
case, to such email address or address as subsequently modified by written notice given in accordance with this Section 5.5. If notice is given
to the Company, a copy (which copy shall not constitute notice) shall also be sent to Seward & Kissel LLP, One Battery Park Plaza, New
York, New York, 10004, Attention: Edward Horton (horton@sewkis.com), and if notice is given to the Investor, a copy (which copy shall not
constitute notice) shall also be sent to Seward & Kissel LLP, One Battery Park Plaza, New York, New York, 10004, Attention: Keith Billotti
(billotti@sewkis.com).
5.6
Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the
observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or
prospectively) only with the written consent of the Company and the Investor.
5.7
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this
Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and
enforceable to the maximum extent permitted by law.
5.8
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties
with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the
parties is expressly canceled.
18
5.9
Inconsistent Agreements. The Company is not currently a party to, and shall not hereafter enter into without the
prior written consent of the Investor, any agreement with respect to its securities that is inconsistent with the rights granted to the Investor by
this Agreement, including allowing any other holder or prospective holder of any securities of the Company registration rights in the nature or
substantially in the nature of those set forth in Section 2 that would have priority over the Registrable Securities with respect to the inclusion
of such securities in any Registration. In addition, the Company covenants and agrees that it shall take no action or enter into any agreement
or arrangement that in any manner materially delays, impedes, prohibits, limits, frustrates or has the effect of nullifying any of the Investor’s
rights hereunder.
5.10
Specific Performance. The Company and the Investor agree that irreparable damage would occur if any provision of
this Agreement were not performed in accordance with the terms thereof, that monetary damages may not be adequate compensation for any
loss incurred in connection therewith and that the parties thereto shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions thereof in any federal court located in the State of New York
or any New York state court, in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement
waived any requirement for the posting of any bond or similar collateral in connection therewith. The parties to this Agreement agreed to
waive in any action for specific performance of any such obligation (other than in connection with any action for temporary restraining order)
the defense that a remedy at law would be adequate.
5.11
Legend Removal. The Company covenants and agrees to instruct its transfer agent to remove and will remove any
restrictive legend with respect to any Common Shares held by any Holder (“Holder Common Shares”) within one (1) trading day of the
earlier of (1) the date that any Holder’s Common Shares are sold or transferred pursuant to Rule 144 under the Securities Act (subject to all
applicable requirements of Rule 144 being met) or pursuant to the Registration Statement registering such Holder’s Common Shares for
resale, and (2) the earlier of the date (x) that is one year from the date of issuance of the Holder Common Shares or (y) that the Holder
Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144I(1) (or Rule 144(i)(2), if applicable) or the volume and manner of sale limitations under Rule 144(e), (f)
and (g) under the Securities Act; provided, that Holder shall have timely provided customary representations and stock transfer information to
the Company, its counsel and/or its transfer agent in connection therewith. The Company shall further provide or cause to be provided to its
transfer agent within one (1) business day of the effectiveness of the Shelf Registration Statement a blanket legal opinion authorizing the
removal of the restrictive legends from any Holder Common Shares in accordance with the first sentence of this Section 5.11. Any reasonable
and documented fees (with respect to the transfer agent, the Company’s counsel or otherwise) associated with the issuance of any legal
opinion required by the Company’s transfer agent or the removal of such legend shall be borne by the Company.
5.12
Section 16 Filings. The Company covenants and agrees that, at the request of each Investor Designee then sitting on
the Board of Directors, the Company will prepare and cause to be filed with the SEC any filing required to be made by such Investor
Designee pursuant to Section 16 of the Exchange Act with respect to his or her ownership of Common Shares, subject to written approval of
the filing by such director.
5.13
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such
nonbreaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any
similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. All remedies, whether
19
under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
(signature page follows)
20
IN WITNESS WHEREOF, the parties have executed this Investor and Registration Rights Agreement as of the date first written
above.
EXECUTED by
PANGAEA LOGISTICS SOLUTIONS LTD
By: ____/s/ Mark Filanowski______________________________
Name: Mark Filanowski
Title: Chief Executive Officer
[Signature Page to Investor and Registration Rights Agreement]
STRATEGIC SHIPPING INC.
By: _________/s/ Christina Tan______________________________
Name: Christina Tan
Title: Vice President
[Signature Page to Investor and Registration Rights Agreement]
PANGAEA LOGISTICS SOLUTIONS LTD. CODE OF ETHICS
1.
Introduction
The Board of Directors of Pangaea Logistics Solutions Ltd. has adopted this code of ethics (the “Code”), which is
applicable to all directors, officers and employees, to:
•
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
•
promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the
Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in
other public communications made by or on behalf of the Company;
•
promote compliance with applicable governmental laws, rules and regulations;
•
deter wrongdoing; and
•
require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the
“Company” mean Pangaea Logistics Solutions Ltd. (the “Parent”) and, in appropriate context, the Parent’s
subsidiaries including those organized and operated outside Bermuda or the United States.
2.
Honest, Ethical and Fair Conduct
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest,
fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the
Company never should be subordinated to personal gain and advantage.
Each person must:
•
Act with integrity, including being honest and candid while still maintaining the confidentiality of the
Company’s information where required or in the Company’s interests.
•
Observe all applicable governmental laws, rules and regulations, including U.S. sanctions and anti-boycott
laws.
•
Comply with the requirements of applicable accounting and auditing standards, as well as Company
policies, in order to maintain a high standard of accuracy and
completeness in the Company’s financial records and other business-related information and data.
•
Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or
unethical business practices.
•
Deal fairly with the Company’s customers, suppliers, competitors and employees.
•
Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any other unfair-dealing practice.
•
Protect the assets of the Company and ensure their proper use.
•
Refrain from taking for themselves personally opportunities that are discovered through the use of
corporate assets or using corporate assets, information or position for general personal gain outside the
scope of employment with the Company.
•
Avoid conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board
of Directors (or the appropriate committee of the Board). Anything that would be a conflict for a person
subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative.
Examples of conflict of interest situations include, but are not limited to, the following:
•
any significant ownership interest in any supplier or customer;
•
any consulting or employment relationship with any customer, supplier or competitor;
•
any outside business activity that detracts from an individual’s ability to devote appropriate time and
attention to his or her responsibilities with the Company;
•
the receipt of any money, non-nominal gifts or excessive entertainment from any company with
which the Company has current or prospective business dealings;
•
being in the position of supervising, reviewing or having any influence on the job evaluation, pay or
benefit of any close relative;
•
selling anything to the Company or buying anything from the Company, except on the same terms
and conditions as comparable officers or directors are permitted to so purchase or sell; and
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•
any other circumstance, event, relationship or situation in which the personal interest of a
person subject to this Code interferes – or even appears to interfere – with the interests of the
Company as a whole.
3.
Disclosure
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the
Company files with the SEC and other public communications shall be full, fair, accurate, timely and
understandable in accordance with applicable disclosure standards, including standards of materiality, where
appropriate. Each person must:
•
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others,
whether within or outside the Company, including to the Company’s independent auditors,
governmental regulators, self-regulating organizations and other governmental officials, as appropriate;
and
•
in relation to his or her area of responsibility, properly review and critically analyze proposed
disclosure for accuracy and completeness.
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Parent and each
subsidiary of Parent (or persons performing similar functions), and each other person that typically is involved in
the financial reporting of the Company must familiarize himself or herself with the disclosure requirements
applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Audit Committee of Parent’s Board of
Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of
internal and/or disclosure controls which could adversely affect the Company’s ability to record, process,
summarize and report financial data or (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
4.
Compliance
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It
is the personal responsibility of each person to, and each person must, adhere to the standards and restrictions
imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.
5.
Reporting and Accountability
The Board of Directors or Audit Committee, of the Parent is responsible for applying this Code to specific situations
in which questions are presented to it and has the authority to
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interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of
this Code is required to notify the Chairman of the Board of Directors or Audit Committee promptly. Failure to do
so is itself a breach of this Code.
Specifically, each person must:
•
Notify the Chairman promptly of any existing or potential violation of this Code.
•
Not retaliate against any other person for reports of potential violations that are made in good faith.
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the
Code:
•
The Board of Directors or Audit Committee, will take all appropriate action to investigate any breaches
reported to it.
•
If the Audit Committee, determines (by majority decision) that a breach has occurred, it will inform
the Board of Directors.
•
Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize
such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee,
up to and including dismissal or, in the event of criminal or other serious violations of law, notification of
the SEC or other appropriate law enforcement authorities.
No person following the above procedure shall, as a result of following such procedure, be subject by the Company
or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner,
discrimination against such person in terms and conditions of employment.
6.
Waivers and Amendments
Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal
executive officer, principal financial officer, principal accounting officer or controller, and persons performing
similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s
Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.
A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of
the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time
regarding a material departure from a provision of the Code that has been made known to an executive officer of
the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or
other non-substantive amendments hereto.
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All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this
Code. The Company expects full compliance with this Code.
7. Other Policies and Procedures
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers
or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force
and effect.
. Inquiries
All inquiries and questions in relation to this Code or its applicability to particular people
or situations should be addressed to the Parent’s Secretary.
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PANGAEA LOGISTICS SOLUTIONS, LTD.
INSIDER TRADING POLICY
I. INTRODUCTION
This Insider Trading Policy (this “Policy”) is intended to prevent violations of the federal securities laws and to protect Pangaea
Logistics Solutions Ltd’s (the “Company”) reputation for integrity and ethical conduct.
“Insider trading” refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and
confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include “tipping”
such information, securities trading by the person “tipped,” and securities trading by those who misappropriate such information.
The scope of insider trading violations can be wide reaching. The U.S. Securities and Exchange Commission (the “SEC”) has
brought insider trading cases against corporate officers, directors, and employees who traded the corporation’s securities after learning of
significant, confidential corporate developments; friends, business associates, family members, and other “tippees” of such officers,
directors, and employees who traded the securities after receiving such information; employees of law, banking, brokerage, and printing
firms who were given such information in order to provide services to the corporation whose securities they traded; government employees
who learned of such information because of their employment by the government; and other persons who misappropriated, and took
advantage of, confidential information from their employers.
An “insider” can include officers, directors, major stockholders and employees of an entity whose securities are publicly traded. In
general, an insider must not trade for personal gain in the securities of that entity if that person possesses material, nonpublic information
about the entity. In addition, an insider who is aware of material, nonpublic information must not disclose such information to family,
friends, business or social acquaintances, employees or independent contractors of the entity (unless such employees or independent
contractors have a position within the entity giving them a clear right and need to know), and other third parties. An insider is responsible
for assuring that his or her family members comply with insider trading laws. An insider may make trades in the market or discuss
material information only after the material information has been made public.
II. PENALTIES; SANCTIONS
General. Violation of the prohibition on insider trading can result in a prison sentence and civil and criminal fines for the
individuals who commit the violation, and civil and criminal fines for the entities that commit the violation.
The Company can be subject to a civil monetary penalty even if the directors, officers or employees who committed the violation
concealed their activities from the Company.
Criminal Penalties. The maximum prison sentence for an insider trading violation is now 20 years. The maximum criminal fine for
individuals is now $5,000,000, and the maximum fine for non-natural persons (such as an entity whose securities are publicly traded) is
now $25,000,000.
Civil Sanctions. Persons who violate insider trading laws may become subject to an injunction and may be forced to disgorge any
profits gained or losses avoided. The civil penalty for a violator may be an amount up to three times the profit gained or loss avoided as a
result of the insider trading violation.
The Company (as well as other natural or non-natural persons who are deemed to be controlling persons of the violator) faces a
civil penalty not to exceed the greater of $1,000,000 or three times the profit gained or loss avoided as a result of the violation if the
Company knew or recklessly disregarded the fact that the controlled person was likely to engage in the acts constituting the insider trading
violation and failed to take appropriate steps to prevent the acts before they occurred.
In addition, persons who traded contemporaneously with, and on the other side of, the insider trading violator may sue the violator
and the controlling persons of the violator to recover the profit gained or loss avoided by the violator.
Bounties. The SEC is offering bounties to persons who provide information leading to the imposition of the civil penalty.
III.POLICY STATEMENT
Illegal insider trading is against the policy of the Company. Such trading can cause significant harm to the reputation for integrity
and ethical conduct of the Company. Individuals who fail to comply with the requirements of this Policy are subject to disciplinary action,
at the sole discretion of the Company, including dismissal for cause.
IV. WHAT IS MATERIAL, NONPUBLIC INFORMATION?
Nonpublic, or inside, information about the Company that is not known to the investing public may include, among other things,
strategic plans; significant capital investment plans; negotiations concerning acquisitions or dispositions; major new contracts (or the loss
of a major contract); other favorable or unfavorable business or financial developments, projections or prospects; a change in control or a
significant change in management; impending securities splits, securities dividends or changes in dividends to be paid; a call of securities
for redemption; and, most frequently, financial results.
All information about the Company is considered nonpublic information until it is disseminated in a manner calculated to reach the
securities marketplace through recognized channels of distribution and public investors have had a reasonable period of time to react to the
information. Generally, information which has not been available to the investing public for at least two (2) full business days is considered
to be nonpublic. Recognized channels of distribution include annual reports, SEC filings, press releases, marketing materials, and
publication of information in prominent financial publications, such as The Wall Street Journal.
Nonpublic information is material if it might reasonably be expected to affect the market value of the securities and/or influence
investor decisions to buy, sell or hold securities. If a person feels the information is material, it probably is. Moreover, it should be
remembered that plaintiffs who challenge and judges who rule on particular transactions have the benefit of hindsight.
If a person is in doubt as to whether information is public or material, that person should wait until the information becomes
public, or should refer questions to the Company’s Chief Financial Officer.
V. HANDLING OF INFORMATION
The Company’s records must always be treated as confidential. Items such as interim and annual financial statements, information
relating to HSAs and assets under management, and similar information are proprietary (that is, information pertaining to and used
exclusively by the Company), and proprietary information must not be disclosed or used for any purpose other than for Company business.
All Company
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- 3 -
policies and procedures designed to preserve and protect confidential information must be strictly followed at all times.
No director, officer or employee of the Company shall at any time make any recommendation or express any opinion as to trading
in the Company’s securities.
Information learned about other entities in a special relationship with the Company, such as acquisition negotiations, is
confidential and must not be given to outside persons without proper authorization.
All confidential information in the possession of a director, officer or employee is to be returned to the Company at the termination
his or her relationship with the Company.
VI. TRADING IN THE COMPANY AND OTHER SECURITIES
General Rule. Directors, officers and employees of the Company shall not effect any transaction in the Company’s securities if
they possess material, nonpublic information about the Company. This restriction generally does not apply to the exercise of stock options
under the Company's stock option or deferred compensation plans, but would apply to the sale of any shares acquired under such plans.
The provisions set forth in this Paragraph VI and all other provisions of this Policy shall equally apply to the directors, officers and
employees of any subsidiary of the Company, except as noted in the "Quarterly Blackout Periods" paragraph below.
Pre-Clearance by Chief Financial Officer. Every Covered Person (as defined below) shall advise the Chief Financial Officer
before he or she trades in the Company's securities. This shall be done by submitting a completed Trading Approval Form, attached as
Exhibit A, to the Chief Financial Officer. The Chief Financial Officer shall advise such Covered Person whether the proposed trade is
permissible under this Policy by making the appropriate indication and countersigning the Trading Approval Form.
Quarterly Blackout Periods. Investment by the Company’s directors, officers or employees in Company securities is encouraged,
so long as such persons do not purchase or sell such securities in violation of this Policy. In furtherance of the goals underlying this Policy,
the Company’s directors, officers required to make filings under Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as well as all members of the Executive Team and employees in the accounting and finance department (collectively,
“Covered Persons”), are prohibited from buying or selling Company securities during the period beginning on the first day of the month
following each of the Company’s fiscal quarters and ending after the second full trading day following the Company’s public disclosure of
its quarterly or annual financial results, either by way of issuing a press release or by filing a periodic report on Form 10-K or Form 10-Q
(the “Quarterly Blackout Period”). For purposes of this Policy, a member of the “Executive Team” shall mean any Company employee
that participates in the Company’s Executive Team Bonus Plan and any corporate secretary that regularly participates in meetings of such
Executive Team. The prohibition on trading in Company securities by Covered Persons during the Quarterly Blackout Period is designed
to prevent any inadvertent trading by such persons in the Company's securities during times when there may be material financial
information about the Company that has not been publicly disclosed. The grant or exercise of stock options to purchase the Company's
stock is permitted during the Quarterly Blackout Period (although any sale of such stock during the Quarterly Blackout Period is prohibited
unless such sale is made pursuant to an approved Rule 10b5-1 Trading Plan, as discussed below).
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Black-out Communications. In addition to the foregoing restrictions, the Company reserves the right to issue "black-out notices" to
specified persons when material, nonpublic information exists. Any person who receives such a notice shall treat the notice as confidential
and shall not disclose its existence to anyone else.
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Trading in Securities of Other Entities. In addition, no director, officer or employee of the Company shall effect any transaction in
the securities of another entity, the value of which is likely to be affected by actions of the Company that have not yet been publicly
disclosed. This provision is in addition to the restrictions on trading in securities of other entities set forth in any Code of Business Conduct
and Ethics of the Company.
Applicability to Family Members. The foregoing restrictions on trading are also applicable to family members’ accounts, accounts
subject to the control of personnel subject to this Policy or any family member, and accounts in which personnel subject to this Policy or
any family member has any beneficial interest, except that the restrictions on trading do not apply to accounts where investment decisions
are made by an independent investment manager in a fully discretionary account. Personnel subject to this Policy are responsible for
assuring that their family members comply with the foregoing restrictions on trading. For purposes of this Policy, “Family Members”
include one’s spouse and all members of the family who reside in one's home.
Rule 10b5-1 Trading. Notwithstanding the restrictions stated in this Paragraph VI, such restrictions shall not apply to purchases or
sales of securities of the Company made by the persons covered hereby who have entered into a written trading plan that complies with
Rule 10b5-1 of the Exchange Act and has been approved by the Chief Financial Officer.
VII.INVESTIGATIONS; SUPERVISION
If any person subject to this Policy has reason to believe that material, nonpublic information of the Company has been disclosed
to an outside party without authorization, that person should report this to the Chief Financial Officer immediately.
If any person subject to this Policy has reason to believe that an insider of the Company or someone outside of the Company has
acted, or intends to act, on inside information, that person should report this to the Chief Financial Officer immediately.
If it is determined that an individual maliciously and knowingly reports false information to the Company with intent to do harm to
another person or the Company, appropriate disciplinary action will be taken according to the severity of the charges, up to and including
dismissal. All such disciplinary action will be taken at the sole discretion of the Company.
VIII.LIABILITY OF THE COMPANY
The adoption, maintenance and enforcement of this Policy is not intended to result in the imposition of liability upon the Company
for any insider trading violations where such liability would not exist in the absence of this Policy.
Questions. All questions regarding this Policy should be directed to the Finance Department.
Amended and approved by the Board of Directors on March 9, 2021
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EXHIBIT A
Submitted Pursuant to:
PANGAEA LOGISTICS SOLUTIONS, LTD’s INSIDER TRADING POLICY PRE-CLEARANCE TRADING
APPROVAL FORM
I, (name), seek pre-clearance to engage in the transaction described below:
Acquisition or Disposition (circle one)
Name:
Account Number:
Date of Request:
Amount or # of Shares:
Broker:
I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Insider Trading Policy.
Signature: Print Name:
Approved or Disapproved (circle one)
Date of Approval:
Signature: Print Name:
Chief Financial Officer Approval:
If approval is granted, you are authorized to proceed with this transaction for immediate execution, but not during a Quarterly Blackout
Period (as defined in the Insider Trading Policy).
Company Name
Country of Organization
Proportion of Ownership
Interest
Americas Bulk Transport (BVI) Limited
British Virgin Islands
100 %
(A)
Phoenix Bulk Management Bermuda Limited
Bermuda
100 %
(B)
Pangaea Logistics Solutions (BVI) Limited (“Pangaea BVI”)
British Virgin Islands
100 %
(C)
Bulk Ocean Shipping Company (Bermuda) Ltd.
Bermuda
100 %
(D)
Phoenix Bulk Carriers (US) LLC
Delaware
100 %
(E)
Allseas Logistics Bermuda Ltd.
Bermuda
100 %
(F)
Bulk Trident Ltd. (“Bulk Trident”)
Bermuda
100 %
(G)
Pangaea Logistics Solutions Denmark A/S. ("Pangaea Denmark") (formerly known as
Nordic Bulk Carriers A/S)
Denmark
100 %
(H)
Nordic Bulk Ventures (Cyprus) Limited ("NBV")
Cyprus
100 %
(H)
109 Long Wharf LLC (“Long Wharf”)
Delaware
100 %
(I)
Bulk Nordic Oshima (MI) Corp. (“Bulk Oshima”)
Marshall Islands
67 %
(J)
Bulk Nordic Odin (MI) Corp. (“Bulk Odin”)
Marshall Islands
67 %
(J)
Bulk Nordic Olympic (MI) Corp. (“Bulk Olympic”)
Marshall Islands
67 %
(J)
Bulk Nordic Oasis (MI) Corp.. (“Bulk Oasis”)
Marshall Islands
67 %
(J)
Bulk Nordic Odyssey Corp. (MI) ("Bulk Odyssey")
Marshall Islands
67 %
(J)
Bulk Nordic Orion Corp. (MI) ("Bulk Orion")
Marshall Islands
67 %
(J)
Nordic Bulk Holding Company Ltd. (“NBHC”)
Bermuda
67 %
(L)
Bulk Courageous Corp. ("Bulk Courageous")
Marshall Islands
100 %
(G)
Bulk Phoenix Ltd. ("Bulk Newport")
Bermuda
100 %
(G)
Bulk Valor Corp. ("Bulk Valor")
Marshall Islands
100 %
(G)
Bulk Promise Corp. ("Bulk Promise")
Marshall Islands
100 %
(G)
Bulk Nordic Five Ltd. (“Five”)
Bermuda
100 %
(G)
Bulk Nordic Six Ltd. (“Six”)
Bermuda
100 %
(G)
Bulk Nordic Seven LLC (“Seven”)
Marshall Islands
100 %
(G)
Bulk Nordic Eight LLC (“Eight”)
Marshall Islands
100 %
(G)
Bulk Nordic Nine LLC (“Nine”)
Marshall Islands
100 %
(G)
Bulk Nordic Ten LLC (“Ten”)
Marshall Islands
100 %
(G)
Nordic Bulk Partners LLC (“NBP”)
Marshall Islands
100 %
(M)
Nordic Bulk Ventures Holding Company Ltd. (“BVH”)
Bermuda
100 %
(K)
Bulk Freedom Corp. ("Bulk Freedom")
Marshall Islands
100 %
(G)
Bulk Pride Corp. ("Bulk Pride")
Marshall Islands
100 %
(G)
Bulk Independence Corp. ("Bulk Independence")
Marshall Islands
100 %
(G)
Bulk Friendship Corp. ("Bulk Friendship")
Marshall Islands
100 %
(G)
Phoenix Bulk 25 Corp. ("Phoenix Bulk 25")
Marshall Islands
100 %
(G)
Bulk Endurance (MI) Corp. (“Bulk Endurance")
Marshall Islands
100 %
(G)
Bulk Brenton (MI) Corp. (“Bulk Brenton")
Marshall Islands
100 %
(G)
Bulk Patience (MI) Corp. (“Bulk Patience")
Marshall Islands
100 %
(G)
Bulk Sachuest Corp. ("Bulk Sachuest")
Marshall Islands
100 %
(G)
Bulk Prudence Corp. ("Bulk Prudence")
Marshall Islands
100 %
(G)
Venture Logistics NL Inc. ("VLNL")
Canada
50 %
(N)
Flintstone Ventures Limited ("FVL")
Newfoundland and
Labrador
100 %
(O)
Seamar Management S.A.
Greece
51 %
(P)
Bulk PODS Ltd. ("Bulk PODS")
Marshall Islands
100 %
(G)
Bulk Spirit Ltd. ("Bulk Spirit")
Marshall Islands
100 %
(G)
Pangaea Logistics Solutions Singapore Pte. Ltd.
Singapore
100 %
(H)
Narragansett Bulk Carriers (US) Corp.
Rhode Island
100 %
(H)
Patriot Stevedoring & Logistics, LLC
Massachusetts
50 %
(Q)
Bay Stevedoring LLC
Delaware
100 %
(R)
Pangaea Logistics Solutions (US) LLC ("PANL US")
Delaware
100 %
(S)
Pangaea Baltimore LLC
Delaware
100 %
(R)
Pangaea Port Everglades LLC
Delaware
100 %
(R)
Renaissance Holdings LLC
Marshall Islands
100 %
(A)
RHI Alliance Pte. Ltd. (“SBC Alliance”)
Singapore
100 %
(G)
Pangaea Florida LLC
Delaware
100 %
(R)
Pangaea Texas LLC
Texas
100 %
(R)
RHI Synergy Pte. Ltd. (“SBC Synergy”)
Singapore
100 %
(G)
RHI Unity Pte. Ltd. (“SBC Unity”)
Singapore
100 %
(G)
RHI Fortitude Pte. Ltd. (“SBC Fortitude”)
Singapore
100 %
(G)
RHI Savannah Pte. Ltd. (“SBC Savannah”)
Singapore
100 %
(G)
RHI Tenacity Pte. Ltd. (“SBC Tenacity”)
Singapore
100 %
(G)
SBC Endeavor LLC ("SBC Endeavor")
Marshall Islands
100 %
(G)
SBC Endeavor Pte. Ltd. ("SBC Endeavor")
Singapore
100 %
(G)
SBC Resolve LLC ("SBC Resolve")
Marshall Islands
100 %
(G)
SBC Resolve Pte. Ltd. ("SBC Resolve")
Singapore
100 %
(G)
SBC Vision LLC ("SBC Vision")
Marshall Islands
100 %
(G)
SBC Vision Pte. Ltd. ("SBC Vision")
Singapore
100 %
(G)
SBC Explorer LLC ("SBC Explorer")
Marshall Islands
100 %
(G)
SBC Explorer Pte. Ltd. ("SBC Explorer")
Singapore
100 %
(G)
SBC Entity LLC ("SBC Entity")
Marshall Islands
100 %
(G)
SBC Entity Pte. Ltd. ("SBC Entity")
Singapore
100 %
(G)
SBC Spirit LLC ("SBC Spirit")
Marshall Islands
100 %
(G)
SBC Spirit Pte. Ltd. ("SBC Spirit")
Singapore
100 %
(G)
SBC Venture Pte. Ltd. ("SBC Venture")
Singapore
100 %
(G)
SBC Equity Pte. Ltd. ("SBC Equity")
Singapore
100 %
(G)
(A) The primary purpose of this corporation is to manage and operate ocean going vessels.
(B) The primary purpose of this entity is to perform certain administrative management functions that have been assigned by PBC.
(C) The primary purpose of this corporation is to provide logistics services to customers by chartering, managing and operating ships. Formerly known as Phoenix Bulk
Carriers (BVI) Limited.
(D) The primary purpose of this corporation is to manage the fuel procurement for all vessels.
(E) The primary purpose of this corporation is to act as the U.S. administrative agent for the Company.
(F) The primary purpose of this corporation is to act as the treasury agent for the Company.
(G) The primary purpose of these entities is owning bulk carriers.
(H) The primary purpose of these entities is to provide logistics services to customers by chartering, managing and operating ships. NBV is the holding company of Pangaea
Denmark. Formerly known as Nordic Bulk Carriers A/S.
(I)
Long Wharf is a limited liability company duly organized under the laws of Delaware for the purpose of holding real estate located in Newport, Rhode Island.
(J)
The primary purpose of these entities is owning bulk carriers. These companies are wholly-owned by NBHC, which is two-third owned by the Company.
(K) The primary purpose of this entity is to hold the Company's interest in vessel owning companies.
(L) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries. The Company’s interest in Bulk Odyssey, Bulk Orion, Bulk
Oshima, Bulk Olympic, Bulk Odin and Bulk Oasis is through its interest in NBHC.
(M) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries.
(N) The primary purpose of VLNL is to own and operate the deck barge Miss Nora G. Pearl.
(O) The primary purpose of FVL is the carriage of specialized cargo.
(P) This entity is the technical manager of 16 vessels owned and operated by the Company.
(Q) The primary purpose of the company is to manage and operate the Brayton Point Commerce Center Marine Terminal.
(R) The primary purpose of the company is to manage and operate port terminals.
(S) The primary purpose of the company is to manage U.S.-based business activities.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 17, 2025, with respect to the consolidated financial statements and internal control over financial
reporting included in the Annual Report of Pangaea Logistics Solutions Ltd. on Form 10-K for the year ended December 31, 2024. We
consent to the incorporation by reference of said reports in the Registration Statements of Pangaea Logistics Solutions Ltd. on Forms S-3 (File
No. 333-277953 and File No. 333-284307) and on Form S-8 (File No. 333-281649).
/s/ GRANT THORNTON LLP
Boston, Massachusetts
March 17, 2025
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark L. Filanowski, certify that:
1
I have reviewed this annual report on Form 10-K for the year ended December 31, 2024, 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 significant deficiencies and 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:
March 17, 2025
/s/ Mark L. Filanowski
Mark L. Filanowski
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 annual report on Form 10-K for the year ended December 31, 2024, 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 significant deficiencies and 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:
March 17, 2025
/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 Annual Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark L. Filanowski, 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:
March 17, 2025
/s/ Mark L. Filanowski
Mark L. Filanowski
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 Annual Report of Pangaea Logistics Solutions Ltd. (the “Company”) on Form 10-K for the year ended December 31, 2024, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gianni DelSignore, Chief Financial Officer, 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:
March 17, 2025
/s/ Gianni DelSignore
Gianni DelSignore
Chief Financial Officer
(Principal Financial Officer)