SEC Form 10-Q filed by Pangaea Logistics Solutions Ltd.
$PANL
Marine Transportation
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-36798
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
c/o Phoenix Bulk Carriers (US) LLC
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401 ) 846-7790
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.0001 per share, 65,621,562 shares outstanding as of May 8, 2025.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Signatures | ||||||||
2
Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Advance hire, prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Fixed assets, net | |||||||||||
| Right of use assets, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | |||||||||
| Affiliated Companies payable | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of secured long-term debt | |||||||||||
| Current portion of financing obligations | |||||||||||
| Current portion of lease liabilities | |||||||||||
| Dividend payable | |||||||||||
| Total current liabilities | |||||||||||
| Secured long-term debt, net | |||||||||||
| Financing Obligations, net | |||||||||||
| Finance lease liabilities, net | |||||||||||
| Commitments and contingencies - Note 9 | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Pangaea Logistics Solutions Ltd. equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||
| Voyage revenue | $ | $ | |||||||||
| Charter revenue | |||||||||||
| Terminal & Stevedore Revenue | |||||||||||
| Total revenue | |||||||||||
| Expenses: | |||||||||||
| Voyage expense | |||||||||||
| Charter hire expense | |||||||||||
| Vessel operating expense | |||||||||||
| Terminal & Stevedore Expenses | |||||||||||
| General and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| Total expenses | |||||||||||
| Income from operations | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
Income attributable to Non-controlling interest recorded as long-term liability interest expense | ( | ||||||||||
| Unrealized gain on derivative instruments, net | |||||||||||
| Other income | |||||||||||
| Total other expense, net | ( | ||||||||||
| Net (loss) income | ( | ||||||||||
| Loss (income) attributable to non-controlling interests | ( | ||||||||||
| Net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | ( | $ | ||||||||
| (Loss) earnings per common share: | |||||||||||
| Basic | $ | ( | $ | ||||||||
| Diluted | $ | ( | $ | ||||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Stockholders' Equity
(unaudited)
| 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, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Forfeitures of restricted shares | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| 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, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of prepaid rent | |||||||||||
| Unrealized gain on derivative instruments | ( | ( | |||||||||
| Income from equity method investee | ( | ( | |||||||||
| Earnings attributable to non-controlling interest recorded as other long-term liability | |||||||||||
| Provision for doubtful accounts | |||||||||||
| Drydocking costs | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Advance hire, prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable, accrued expenses and other current liabilities | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Investing activities | |||||||||||
| Purchase of vessels and vessel improvements | ( | ( | |||||||||
| Purchase of fixed assets and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Payments of financing obligations | ( | ( | |||||||||
| Payments of finance leases | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Payments to non-controlling interest | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of year | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
Note 1 - General Information and Recent Events
Organization and General
The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.
As of March 31, 2025, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax and four Post-Panamax Ice Class 1A drybulk 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.
In addition, the Company owns fifteen Handysize vessels acquired through the merger with Strategic Shipping Inc., completed on December 30, 2024. The Company also holds a 50 % equity interest in the owner of a deck barge and operates port and terminal facilities in Fort Lauderdale, Florida, and Baltimore, Maryland.
7
Note 2 - Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.
Concentration of credit risk
The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 29 % of accounts receivable as of March 31, 2025.
Advance hire, prepaid expenses and other current assets
Advance hire, prepaid expenses and other current assets were comprised of the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| (unaudited) | ||||||||||||||
| Advance hire | $ | $ | ||||||||||||
| Prepaid expenses | ||||||||||||||
| Accrued receivables | ||||||||||||||
| Cash margin on deposit | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other current assets | ||||||||||||||
| $ | $ | |||||||||||||
8
Goodwill
We conducted our annual qualitative assessment of goodwill as of June 1, 2024, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of March 31, 2025, no events or changes in circumstances occurred that would necessitate a further impairment review.
Other non-current Assets
Other non-current assets were comprised of the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| (unaudited) | ||||||||||||||
Intangible Assets, net of accumulated amortization of $ | $ | $ | ||||||||||||
| Investment in Seamar Management | ||||||||||||||
| Investment in Bay Stevedoring LLC | ||||||||||||||
| Investment in Narragansett Bulk Carriers (US) Corp | ||||||||||||||
| Other investments | ||||||||||||||
| $ | $ | |||||||||||||
(1) Intangible assets consist primarily of customer contracts and a non-compete agreement acquired in prior periods, which are being amortized over estimated useful lives ranging from 2 to 5 years. No new intangible assets were recognized during the three months ended March 31, 2025.
The Company recognized earnings from equity method investments during the three months ended March 31, 2025; however, no dividends were received from these investees during the period.
Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||
| (unaudited) | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Bunkers suppliers | ||||||||||||||
| Charter hire payable | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| $ | $ | |||||||||||||
9
The amounts previously reported for the twelve months ended December 31, 2024, have been retrospectively recast to reflect the reclassifications of related party payables, operating lease liabilities, and accounts payable.
Leases
Time charter in contracts
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. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending March 31, 2025, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.
Time charter out contracts
Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
At March 31, 2025, the Company had seven vessels chartered to customers under time charters that contained a lease. These seven leases varied in original length from 27 days to 84 days. The lease payments due under these arrangements totaled approximately $1,275,000 and each of the time charters were due to be completed in 40 days or less.
At March 31, 2024, the Company had seven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 44 days to 180 days. The lease payments due under this arrangement totaled approximately $3,174,000 and each time charter was due to be completed in 62 days or less.
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.
The Company does not have any sales-type or direct financing leases.
The Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
Revenue Recognition
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
10
The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.
During time charter agreements, 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, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.
In a stevedore 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. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.
The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has elected not to disclose the amount of remaining performance obligations for these contracts. As of March 31, 2025, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.
Deferred Revenue
All deferred revenue recorded on the consolidated balance sheets as of December 31, 2024, was recognized during the three months ended March 31, 2025.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosures related to income taxes. This standard became effective for the Company beginning January 1, 2025. The Company adopted this standard in the first quarter of 2025 and determined that it did not have a material impact on its disclosures within the 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.
11
Note 3 - 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:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Money market accounts – cash equivalents | $ | $ | |||||||||
| Time deposit accounts - cash equivalents | |||||||||||
Cash (1) | |||||||||||
| Total cash and cash equivalents | $ | $ | |||||||||
(1) It consists of cash deposits at various major banks.
As of March 31, 2025 and December 31, 2024, the Company held cash and cash equivalents in the following subsidiaries:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
Pangaea (1) | $ | $ | |||||||||
NBHC (2) | |||||||||||
Deck Barge (3) | |||||||||||
| Total cash and cash equivalents | $ | $ | |||||||||
(1) Held by 100 % owned Pangaea consolidated subsidiaries
(2) Held by a 67 % owned Pangaea consolidated subsidiary
12
Note 4 - Fixed Assets
At March 31, 2025, the Company owned forty-one dry bulk vessels including ten financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows:
13
| March 31, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | (audited) | ||||||||||
m/v Nordic Odyssey (1) | $ | $ | |||||||||
m/v Nordic Orion (1) | |||||||||||
m/v Nordic Oshima (1) | |||||||||||
m/v Nordic Olympic (1) | |||||||||||
m/v Nordic Odin (1) | |||||||||||
m/v Nordic Oasis (1) | |||||||||||
| m/v Nordic Nuluujaak | |||||||||||
| m/v Nordic Qinngua | |||||||||||
| m/v Nordic Sanngijuq | |||||||||||
| m/v Nordic Siku | |||||||||||
| m/v Bulk Endurance | |||||||||||
| m/v Bulk Prudence | |||||||||||
| m/v Bulk Courageous | |||||||||||
| m/v Bulk Concord | |||||||||||
| m/v Bulk Freedom | |||||||||||
| m/v Bulk Pride | |||||||||||
| m/v Bulk Spirit | |||||||||||
| m/v Bulk Sachuest | |||||||||||
| m/v Bulk Independence | |||||||||||
| m/v Bulk Friendship | |||||||||||
| m/v Bulk Valor | |||||||||||
| m/v Bulk Promise | |||||||||||
| m/v Bulk Brenton | |||||||||||
| m/v Bulk Patience | |||||||||||
| m/v Strategic Fortitude | |||||||||||
| m/v Strategic Resolve | |||||||||||
| m/v Strategic Explorer | |||||||||||
| m/v Strategic Entity | |||||||||||
| m/v Strategic Synergy | |||||||||||
| m/v Strategic Alliance | |||||||||||
| m/v Strategic Unity | |||||||||||
| m/v Strategic Harmony | |||||||||||
| m/v Strategic Equity | |||||||||||
| m/v Strategic Venture | |||||||||||
| m/v Strategic Savannah | |||||||||||
| m/v Strategic Spirit | |||||||||||
| m/v Strategic Vision | |||||||||||
| m/v Strategic Tenacity | |||||||||||
| m/v Strategic Endeavor | |||||||||||
Miss Nora G Pearl (2) | |||||||||||
| Other fixed assets, net | |||||||||||
| Total fixed assets, net | $ | $ | |||||||||
| Right of Use Assets | |||||||||||
| m/v Bulk Xaymaca | $ | $ | |||||||||
| m/v Bulk Destiny | |||||||||||
| $ | $ | ||||||||||
14
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at March 31, 2025 and December 31, 2024, respectively.
(2) Barge is owned by a 50
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.
Note 5 - Debt
As of March 31, 2025, the Company’s outstanding long-term debt consists of the following:
| March 31, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) | % | December 2027 | ||||||||||||||||||||||||
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) | % | June 2027 | ||||||||||||||||||||||||
$ | % | May 2029 | ||||||||||||||||||||||||
Bulk Valor Corp. Loan and Security Agreement (2) | % | June 2028 | ||||||||||||||||||||||||
Bulk Promise Corp. (2) | % | October 2027 | ||||||||||||||||||||||||
Bulk Sachuest (2) | % | October 2029 | ||||||||||||||||||||||||
| Bulk Prudence | % | July 2029 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Secured long-term debt, net | $ | $ | ||||||||||||||||||||||||
(1)As of March 31, 2025.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.
15
The future minimum annual payments under the debt agreements are as follows:
| Years ending December 31, | ||||||||
| (unaudited) | ||||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| $ | ||||||||
| Less: Amount representing interest | ( | |||||||
| Less: Unamortized Debt Issuance Costs | ( | |||||||
| Less: current portion | ( | |||||||
| Secured long-term debt, net | $ | |||||||
16
Financial Covenants
All the loan terms and key financial covenants for all outstanding debt as of December 31, 2024, remain unchanged as of March 31, 2025. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of March 31, 2025 and December 31, 2024.
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 March 31, 2025, the Company’s financing obligation consists of the following:
| March 31, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| Bulk Spirit Ltd. | % | February 2027 | ||||||||||||||||||||||||
| Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 2024 | % | August 2029 | ||||||||||||||||||||||||
Bulk Nordic Seven LLC (3) | % | May 2036 | ||||||||||||||||||||||||
Bulk Nordic Eight LLC (3) | % | June 2036 | ||||||||||||||||||||||||
Bulk Nordic Nine LLC (3) | % | September 2036 | ||||||||||||||||||||||||
Bulk Nordic Ten LLC (3) | % | November 2036 | ||||||||||||||||||||||||
Bulk Courageous Corp. (2) | % | April 2028 | ||||||||||||||||||||||||
Phoenix Bulk 25 Corp. (2) | % | February 2029 | ||||||||||||||||||||||||
| Bulk Independence | % | December 2028 | ||||||||||||||||||||||||
| Bulk Pride | % | December 2028 | ||||||||||||||||||||||||
Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2) | % | June 2029 | ||||||||||||||||||||||||
| SBC Equity Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| SBC Explorer LLC | % | March 2030 | ||||||||||||||||||||||||
| RHI Fortitude Pte. Ltd. | % | January 2031 | ||||||||||||||||||||||||
| SBC Harmony Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| RHI Savannah Pte. Ltd. | % | September 2029 | ||||||||||||||||||||||||
| RHI Tenacity Pte. Ltd. (2) | % | April 2027 | ||||||||||||||||||||||||
| SBC Venture Pte. Ltd. | % | July 2031 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Financing Obligations, net | $ | $ | ||||||||||||||||||||||||
17
(1)As of March 31, 2025 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51 %.
All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2024, remain unchanged as of March 31, 2025. The Company was in compliance with all financial covenants as March 31, 2025 and December 31, 2024. All outstanding financing obligations are secured by the respective underlying assets.
| Year ending December 31, | ||||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total Present Value of Minimum Payments | ||||||||
| Less: Amount representing interest | ( | |||||||
| Present value of minimum payments | ||||||||
| Less: Issuance costs | ( | |||||||
| Present value of minimum payments, net | ||||||||
| Less: Current portion of financing obligations | ( | |||||||
| Non-current portion of financing obligations | $ | |||||||
Note 6 - Finance Leases
At March 31, 2025, the Company’s fleet included two vessels, Bulk Xaymaca and Bulk Destiny, which were financed through sale and leaseback arrangements and accounted for as finance leases in accordance with ASC 840. Bulk Xaymaca is leased under the Bulk PODS Ltd. facility, and Bulk Destiny is leased under the Bulk Nordic Five Ltd. facility.
Finance leases consist of the following as of March 31, 2025:
| March 31, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||
| Finance Leases: | ||||||||||||||||||||||||||
| Bulk PODS Ltd. | $ | $ | % | December 2027 | ||||||||||||||||||||||
Bulk Nordic Five Ltd. (2) | % | April 2028 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Long-term lease liabilities, net | $ | $ | ||||||||||||||||||||||||
(1)As of March 31, 2025 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
18
The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of March 31, 2025.
| Year ending December 31, | Amount | ||||
| (unaudited) | |||||
| 2025 (remainder of the year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total minimum lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of minimum lease payments | |||||
| Less current portion | ( | ||||
| Less issuance costs | ( | ||||
| Long-term portion | $ | ||||
19
Note 7 - Derivative Instruments and Fair Value Measurements
Forward freight agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel swap contracts
The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
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 March 31, 2025 and December 31, 2024:
| Asset Derivative | Liability Derivative | |||||||||||||||||||||||||||||||||||||
| Derivative instruments | Balance Sheet Location | 03/31/2025 | 12/31/2024 | Balance Sheet Location | 3/31/2025 | 12/31/2024 | ||||||||||||||||||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||||||||||||||||||||
Margin accounts (1) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Forward freight agreements (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Fuel swap contracts (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Interest rate cap (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.
(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
20
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2025 and 2024:
| Unrealized gain (loss) on derivative instruments | ||||||||||||||
| Three Months Ended | ||||||||||||||
| Derivative instruments | 03/31/2025 | 3/31/2024 | ||||||||||||
| (unaudited) | ||||||||||||||
| Forward freight agreements | $ | $ | ||||||||||||
| Fuel Swap Contracts | ||||||||||||||
| Interest rate cap | ( | |||||||||||||
| Total gain | $ | $ | ||||||||||||
21
Note 8 - Related Party Transactions
Amounts and notes payable or notes receivable to related parties consist of the following:
| December 31, 2024 | Activity | March 31, 2025 | |||||||||||||||
| (unaudited) | |||||||||||||||||
| Included in Advance hire, prepaid expenses and other current assets on the consolidated balance sheets and statements of income, respectively: | |||||||||||||||||
| MTM Ship Management (“MTM”) | $ | $ | ( | $ | |||||||||||||
| Included in Affiliated Companies payable on the consolidated balance sheets: | |||||||||||||||||
Affiliated companies payable (i) | $ | ( | $ | ||||||||||||||
| Commissions payable (ii) | $ | ( | $ | ||||||||||||||
i.Seamar Management S.A. ("Seamar")
Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended March 31, 2025 and 2024, the Company incurred technical management fees of approximately $864,000 and $764,400 , respectively, under this arrangement.
In addition, the Company has a technical management agreement with MTM Ship Management (“MTM”), under which MTM serves as the technical manager for certain vessels within the merged entity’s fleet. Pursuant to the agreement, MTM provides services including vessel maintenance, crew management, procurement, and regulatory compliance. For the three months ended March 31, 2025, the Company incurred technical management fees of approximately $562,500 under this arrangement.
Note 9 - 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 March 31, 2025, the remaining lease term is five months .
For the three months ended March 31, 2025 and 2024, the Company recognized approximately $50,000 and $49,000 , respectively, as lease expense for office leases in General and Administrative Expenses.
Legal Proceedings and Claims
22
Note 10 - Net Income per Common Share
The computation of basic net income per share is based on the weighted average number of common shares outstanding for the three months ended March 31, 2025 and 2024. Diluted net income per share gives effect to restricted stock awards.
For the three months ended March 31, 2025, approximately 435,000 shares of restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.
The following table summarizes the calculation of basic and diluted income per share:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (unaudited) | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Weighted Average Shares - Basic | |||||||||||
| Dilutive effect of restricted stock awards | |||||||||||
| Weighted Average Shares - Diluted | |||||||||||
| Basic net (loss) income per share | $ | ( | $ | ||||||||
| Diluted net (loss) income per share | $ | ( | $ | ||||||||
The Company paid cash dividends of $0.10 per share during the three months ended March 31, 2025. Total cash dividends paid were approximately $6.73 million.
Note 11. Employee Benefit Plans
Defined Contribution Plan
The Company sponsors a defined contribution 401(k) retirement savings plan for eligible employees. Under the plan, employees may elect to contribute a portion of their eligible compensation, subject to IRS limitations.
Employer Matching Contributions
The Company provides a 100 % match on the first 4 % of eligible compensation that employees contribute. These matching contributions are made in cash and vest immediately.
For the quarter ended March 31, 2025, the Company recorded an expense of approximately $179,000 for its matching contributions under the plan.
Note 12 – Segment Information and Geographic Data
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.
23
The following tables present selected financial information with respect to our reportable segment:
| March 31, 2025 | March 31, 2024 | |||||||||||||
| Shipping segment | ||||||||||||||
| Voyage revenue | $ | $ | ||||||||||||
| Charter revenue | ||||||||||||||
| Shipping segment total revenue | $ | $ | ||||||||||||
| Reconciliation: | ||||||||||||||
All other revenue (1) | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||
| Shipping segment total revenue | $ | $ | ||||||||||||
| Less: | ||||||||||||||
| Voyage expense | ||||||||||||||
TCE revenue (2) | $ | $ | ||||||||||||
| Other operating expenses | ||||||||||||||
| Other (expenses)/income | ( | |||||||||||||
| Total consolidated net income | $ | ( | $ | |||||||||||
(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.
(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.
Geographical Disclosure
Revenue from external customers is attributed to geographic areas as follows:
| March 31, 2025 | March 31, 2024 | |||||||||||||
| United States | $ | $ | ||||||||||||
| Singapore | ||||||||||||||
| Germany | ||||||||||||||
Other (1) | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||
(1) 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.
Note 13 - Subsequent Events
On May 8, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, to be paid on June 16, 2025 to all shareholders of record as of June 2, 2025.
On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program for up to $15.0 million of the Company’s common stock, representing approximately 5.6% of its market capitalization as of that date. The timing and extent of repurchases will depend on factors such as capital requirements, market conditions, trading price, and other strategic considerations. The program may be modified, suspended, or terminated at any time.
24
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
Forward Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Important Financial and Operational Terms and Concepts
The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:
Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases.
Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component.
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.
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. The Company does not record a right-of-use asset or lease liability for any arrangement less than one year.
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.
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.
25
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.
26
Selected Financial Information
| (in thousands, except for shipping days data and per share data) (figures may not foot due to rounding) | For the three months ended March 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Selected Financial Data | ||||||||||||||
| Voyage revenue | $ | 109,660 | $ | 87,291 | ||||||||||
| Charter revenue | 9,993 | 15,031 | ||||||||||||
| Terminal & Stevedore Revenue | 3,149 | 2,427 | ||||||||||||
| Total revenue | 122,802 | 104,749 | ||||||||||||
| Voyage expense | 60,307 | 37,115 | ||||||||||||
| Charter hire expense | 17,641 | 27,143 | ||||||||||||
| Vessel operating expenses | 22,178 | 12,669 | ||||||||||||
| Terminal Expenses | 2,551 | 2,079 | ||||||||||||
| Total cost of transportation and service revenue | 102,677 | 79,006 | ||||||||||||
| Vessel and Terminal Equipment depreciation and amortization | 9,896 | 7,409 | ||||||||||||
| Gross Profit | 10,229 | 18,334 | ||||||||||||
| Other operating expenses | 7,302 | 7,307 | ||||||||||||
| Income from operations | 2,926 | 11,028 | ||||||||||||
| Total other expense, net | (5,125) | 1,638 | ||||||||||||
| Net (loss) income | (2,199) | 12,666 | ||||||||||||
| (Income) loss attributable to non-controlling interests | 218 | (991) | ||||||||||||
| Net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | (1,981) | $ | 11,674 | ||||||||||
| Net income from continuing operations per common share information | ||||||||||||||
| Basic net income per share | $ | (0.03) | $ | 0.26 | ||||||||||
| Diluted net income per share | $ | (0.03) | $ | 0.25 | ||||||||||
| Weighted-average common shares Outstanding - basic | 63,851 | 45,215 | ||||||||||||
| Weighted-average common shares Outstanding - diluted | 63,851 | 45,915 | ||||||||||||
Adjusted EBITDA (1) | $ | 14,774 | $ | 19,947 | ||||||||||
Shipping Days (2) | ||||||||||||||
| Voyage days | 4,196 | 2,830 | ||||||||||||
| Time charter days | 1,014 | 855 | ||||||||||||
| Total shipping days | 5,210 | 3,685 | ||||||||||||
| TCE Rates ($/day) | $ | 11,390 | $ | 17,697 | ||||||||||
27
| March 31, 2025 | December 31, 2024 | |||||||||||||
| Selected Data from the Consolidated Balance Sheets | (unaudited) | |||||||||||||
| Cash and cash equivalents | $ | 63,949 | $ | 86,805 | ||||||||||
| Total assets | $ | 917,989 | $ | 936,457 | ||||||||||
| Total secured debt, including leases liabilities | $ | 386,650 | $ | 397,372 | ||||||||||
| Total shareholders' equity | $ | 467,153 | $ | 474,664 | ||||||||||
| For the three months ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (unaudited) | ||||||||||||||
| Selected Data from the Consolidated Statements of Cash Flows | ||||||||||||||
| Net cash (used in) provided by operating activities | $ | (4,356) | $ | 8,999 | ||||||||||
| Net cash used in investing activities | $ | (460) | $ | (204) | ||||||||||
| Net cash used in financing activities | $ | (18,041) | $ | (11,960) | ||||||||||
(1)Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, 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.
(2)Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
The reconciliation of gross profit to net transportation and service revenue and net income in accordance with U.S. GAAP to Adjusted EBITDA is as follows:
| (in thousands, figures may not foot due to rounding) | Three Months Ended March 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
Net Transportation and Service Revenue (3) | (unaudited) | |||||||||||||
Gross Profit (4) | $ | 10,228 | $ | 18,334 | ||||||||||
| Add: | ||||||||||||||
| Vessel and Terminal Equipment Depreciation and Amortization | 9,896 | 7,409 | ||||||||||||
| Net transportation and service revenue | $ | 20,124 | $ | 25,743 | ||||||||||
| Adjusted EBITDA | ||||||||||||||
| Net Income | $ | (2,199) | $ | 12,666 | ||||||||||
| Interest expense, net | 5,702 | 2,976 | ||||||||||||
(Income) loss attributable to Non-controlling interest recorded as long-term liability interest expense | — | 815 | ||||||||||||
| Depreciation and amortization | 9,923 | 7,436 | ||||||||||||
| EBITDA | $ | 13,426 | $ | 23,893 | ||||||||||
| Non-GAAP Adjustments | ||||||||||||||
| Share-based compensation | 1,532 | 1,139 | ||||||||||||
| Unrealized gain on derivative instruments, net | (184) | (5,084) | ||||||||||||
| Adjusted EBITDA | $ | 14,774 | $ | 19,947 | ||||||||||
(3) 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
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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.
(4) Gross profit represents total revenue less cost of transportation and service revenue less vessel and terminal equipment depreciation.
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Industry Overview
We operate in a cyclical industry subject to macroeconomic shifts, geopolitical volatility and other factors. Our business is also subject to fluctuations in the supply and demand for vessels, together with global demand for drybulk commodities, which impact freight pricing.
The Baltic Dry Index (“BDI”), a broader market measure of the cost to transport drybulk commodities by sea, offers a market view into global supply demand trends and is considered the standard benchmark for drybulk cargo pricing. The BDI averaged 1,118 for the first quarter of 2025, down approximately 39%, compared to an average of 1,824 for the same quarter of 2024. The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also decreased approximately 37%, from an average of $13,671 in the first quarter of 2024 to $8,548 in the same period of 2025.
In addition to broader market pressures, our operating results for the first quarter of 2025 also reflect the impact of fleet expansion. At December 30, 2024, the Company acquired 15 vessels to its owned fleet, representing a 58% increase in total vessel count. As a result, available owned shipping days increased by 1,275 days in the current quarter compared to the same period in 2024, which should be considered when comparing period-over-period performance metrics.
As a result of the industry's volatility, we have experienced fluctuations in our quarterly and annual operating results in the past, and we expect to continue experiencing such fluctuations in the future due to various factors, including cargo demand, vessel supply, competition, and seasonality.
Quarterly TCE Performance
For the three months ended March 31, 2025, the Company's TCE rates were down 36% to $11,390 from $17,697 for the three months ended March 31, 2024. The Company's achieved TCE rates declined from the previous quarter as the overall dry bulk market rates weakened for the three months ended March 31, 2025. The Company's achieved TCE rate for the three months ended March 31, 2025 outperformed the average of the Baltic panamax, supramax, and handysize market indexes and exceeded the average market rates by approximately 33% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.
1st Quarter Highlights
•Net loss attributable to Pangaea Logistics Solutions Ltd. was approximately $2.0 million for three months ended March 31, 2025 as compared to net income of approximately $11.7 million for the same period of 2024.
•Net loss per share was $0.03 for three months ended March 31, 2025, as compared to diluted net income per share of $0.25 for the same period in 2024.
•Pangaea's TCE rates were $11,390 for the three months ended March 31, 2025 and $17,697 for the three months ended March 31, 2024.
•Adjusted EBITDA was $14.8 million and $19.9 million for the three months ended March 31, 2025 and March 31, 2024.
•At the end of the quarter, Pangaea had $63.9 million in cash, and cash equivalents.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenues
Pangaea’s revenues are derived predominately from voyage, time charters, and terminal and stevedore revenue. Total revenue for the three months ended March 31, 2025, was $122.8 million, compared to $104.7 million for the same period in 2024, an 17% increase. The increase in revenues was primarily driven by a 41% rise in total shipping days, reaching 5,210 days for the three months ended March 31, 2025, compared to 3,685 days for the same period in 2024. However, this was partially offset by a decrease in the market rates for freight and time charters in the first quarter of 2025.
The Components of our revenue are as follows:
Voyage Revenues: Voyage revenues increased by 26% for the three months ended March 31, 2025 to $109.7 million compared to $87.3 million for the same period in 2024. The increase in voyage revenues was primarily due to a 48% increase in voyage days from 2,830 in the three months ended March 31, 2024 to 4,196 for the three months ended March 31, 2025. The increase is also attributable to the increase in the Company's fleet size as a result of the acquisition of 15 vessels in 2024 from Strategic Shipping, Inc. This was offset by a decline in market freight rates as discussed above.
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Charter Revenues: Charter revenues decreased to $10.0 million from $15.0 million, or 34%, for the three months ended March 31, 2025 compared to the same period in 2024. The decrease in charter revenues was due to lower charter hire rates, with the panamax, supramax and handysize vessel index declining 37% from $13,671 per day for three months ended March 31, 2024 to $8,548 per day, over the same period of 2025. However, time charter days increased by 19% year-over-year, from 855 days to 1,014 days. Our flexible chartering strategy enables the Company to selectively release excess ship days, if any, into the market under time charter arrangements rather than voyage days.
Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 30% for the three months ended March 31, 2025 to $3.1 million compared to $2.4 million for the same period in 2024. The increase in revenues was primarily due to the timing of certain significant customer contracts, which did not contribute to revenues in the first quarter of 2024. This timing shift of contracts that contribute materially to port revenues resulted in an increase for the current period.
Operating and Business Expenses
In recent years, global cost inflation has contributed to higher vessel operation costs, including crew travel, equipment transportation, and drydocking. While we expect crew payroll expenses to remain stable in the near and medium term, other inflated costs may increase our vessels' daily operating expenses. Typically, any fuel cost increases during voyages are managed through bunker hedging or through fuel cost pass-through arrangements in long-term contracts.
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses were $60.3 million for the three months ended March 31, 2025, compared to $37.1 million for the same period in 2024, an increase of approximately 62%. The increase was driven by a 48% increase in voyage days, leading to corresponding increases in bunkers consumed and port expenses incurred.
Charter Hire Expenses: Charter hire expenses for the three months ended March 31, 2025 were $17.6 million, compared to $27.1 million for the same period in 2024, a 35% decrease. The decrease in charter hire expenses was predominantly driven by lower market rates for charter-in vessels. Specifically, the average published market rates for Supramax, Panamax and Handysize vessels decreased approximately 37% declining from an average of $13,671 in the first quarter of 2024 to $8,548 in the same period of 2025. Chartered-in days increased 14% from 1,535 days in the three months ended March 31, 2024 to 1,745 days for the three months ended March 31, 2025. Charter hire expenses on a per day basis were $10,108 for the three months ended March 31, 2025 and $17,683 for the same period 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 three months ended March 31, 2025 were $22.2 million, compared to $12.7 million for the same period in 2024, an increase of approximately 75%. The ownership days increased as a result of the acquisition of vessels in the prior year, with 3,690 days for the three months ended March 31, 2025 compared to 2,184 days in 2024, reflecting an increase of 61%. Excluding technical management fees, vessel operating expenses on a per day basis were $5,528 for the three months ended March 31, 2025, up from $5,300 for the three months ended March 31, 2024. Technical management fees amounted to approximately $1.8 million and $1.1 million for the three months ended March 31, 2025 and 2024, respectively. The increase in technical management fees reflects the expansion of the owned fleet.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 23% for the three months ended March 31, 2025 to $2.6 million compared to $2.1 million for the same period in 2024. The increase was in line with increased terminal revenue.
General and Administrative Expenses: General and administrative expenses remained consistent, amounting to $7.3 million for the three-month period ended March 31, 2025, and 2024.
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Significant accounting estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment.
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 Company concluded that no triggering event had occurred during the first quarter of 2025 and 2024, which would require impairment testing.
Liquidity and Capital Resources
The Company has historically financed its capital needs through cash flow from operations, common stock issuance, non-controlling interest contributions, and long-term debt and finance leases. Capital has primarily been allocated to operations, vessel acquisitions, and debt servicing. While the Company may pursue additional debt or equity financing as needed, adverse market conditions could limit access to favorable terms, potentially restricting business expansion opportunities.
As of March 31, 2025, and December 31, 2024, the Company’s working capital was $66.9 million and $82.9 million, respectively.
Cash Flows:
The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2025 and 2024. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. 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.
| For the three months ended | ||||||||||||||
| (In millions) | March 31, 2025 | March 31, 2024 | ||||||||||||
| Net cash provided by/(used in): | ||||||||||||||
| Operating activities: | ||||||||||||||
| Net income adjusted for non-cash items | $ | 3.7 | $ | 16.0 | ||||||||||
| Changes in operating assets and liabilities, net | (8.1) | (7.0) | ||||||||||||
| Operating activities | (4.4) | 9.0 | ||||||||||||
| Investing activities | (0.5) | (0.2) | ||||||||||||
| Financing activities | (18.0) | (12.0) | ||||||||||||
| Net change | $ | (22.9) | $ | (3.2) | ||||||||||
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Operating Activities
During the three months ending March 31, 2025, there was a net cash outflow of $4.36 million from operating activities, contrasting with the net cash inflow of $9.0 million recorded for the same period in 2024. The reduction in cash flow from operating activities, totaling $13.36 million when compared to the previous year, was mainly due to a net loss for the three months ending March 31, 2025. This loss was adjusted for non-cash elements, coupled with a diminished cash generation from alterations in operating assets and liabilities.
Investing Activities
Net cash used in investing activities during the three months ended March 31, 2025, was $0.5 million compared to $0.2 million for the same period in 2024.
Financing Activities
Net cash used in financing activities decreased to $11.96 million for the three months ended March 31, 2025, compared to $18.04 million for the same period in 2024. The $6.08 million decrease was primarily due to the following:
•A $3.9 million increase in payments of debt, financing obligations and finance leases reflecting higher scheduled payments compared to the prior year.
•A $1.9 million increase in cash dividends paid during the current year.
The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
Capital Expenditures
The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels, as well as port & terminal operations. As of March 31, 2025, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax and four Post-Panamax Ice Class 1A drybulk 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. In addition, the Company owns fifteen Handysize vessels acquired through the merger with Strategic Shipping Inc., completed on December 30, 2024. The Company also holds a 50% equity interest in the owner of a deck barge and operates port and terminal facilities in Fort Lauderdale, Florida, and Baltimore, Maryland.
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $6.4 million and $1.3 million the three months ended March 31, 2025 and 2024, respectively. The Company expensed drydocking costs of $79,940 and $37,080, respectively, in the three months ended March 31, 2025 and 2024.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements at March 31, 2025 or December 31, 2024.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
No significant changes to our market risk have occurred since December 31, 2024. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in the Company Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, and considering the material weakness in internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended December 31, 2024, related to the design and documentation of controls over the review and application of our revenue recognition policy under ASC 606, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, during the first quarter of 2025, we implemented remediation actions intended to address the previously identified material weakness. These actions include enhancing review and approval procedures for revenue recognition, strengthening supervisory review processes for ASC 606 compliance, and implementing controls to align general ledger account mapping with financial statement presentation. The material weakness will not be considered remediated until these controls have been tested and determined to be operating effectively over a sustained period.
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PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
Item 1A – Risk Factors
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
None.
Item 5 - Other Information
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Item 6 – Exhibits
| Exhibit No. | Description | ||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| EX-101.INS | XBRL Instance Document | ||||
| EX-101.SCH | XBRL Taxonomy Extension Schema | ||||
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||||
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||||
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | ||||
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
______________
* Filed herewith
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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 May 12, 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) | ||||||||
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