Pangaea Logistics Solutions Ltd.

05/10/2022 | Press release | Distributed by Public on 05/10/2022 14:34

Quarterly Report (Form 10-Q)

panl-20220331


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, 2022
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

PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact name of Registrant as specified in its charter)
Bermuda 98-1205464
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf
Newport, RI02840
(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
Common Stock PANL NASDAQ

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. YesxNo ¨

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). YesxNo ¨

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 ☐ 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, 46,006,182 shares outstanding as of May 9, 2022.


TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021
3
Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2022 and 2021
4
Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended March 31, 2022 and 2021
5
Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2022 and 2021
6
Notes to Consolidated Financial Statements (unaudited)
7
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures about Market Risks
29
Item 4.
Controls and Procedures
29
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults upon Senior Securities
30
Item 4.
Mine Safety Disclosures
30
Item 5.
Other Information
30
Item 6.
Exhibits
31
Signatures
32

2



Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
March 31, 2022 December 31, 2021
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 69,921,488 $ 56,208,902
Accounts receivable (net of allowance of $2,687,328 and $1,990,459 at March 31, 2022 and December 31, 2021, respectively)
41,365,826 54,259,265
Bunker inventory 39,208,774 27,147,760
Advance hire, prepaid expenses and other current assets 47,596,006 46,347,687
Vessel held for sale 8,575,000 -
Total current assets 206,667,094 183,963,614
Fixed assets, net 474,297,275 471,912,810
Advances for vessel purchases - 1,990,000
Finance lease right of use assets, net 45,877,296 45,195,759
Other non-current Assets 4,017,535 3,961,823
Total assets $ 730,859,200 $ 707,024,006
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities $ 56,525,277 $ 49,154,439
Related party debt 242,852 242,852
Deferred revenue 25,898,849 32,205,312
Current portion of secured long-term debt 15,317,100 15,443,115
Current portion of finance lease liabilities 16,057,036 14,479,803
Dividend payable 197,741 213,765
Total current liabilities 114,238,855 111,739,286
Secured long-term debt, net 102,715,922 105,836,797
Finance lease liabilities, net 180,364,245 170,959,553
Long-term liabilities - other - Note 8 17,147,309 17,806,976
Commitments and contingencies - Note 7
Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding
- -
Common stock, $0.0001 par value, 100,000,000 shares authorized; 45,991,977 shares issued and outstanding at March 31, 2022; 45,617,840 shares issued and outstanding at December 31, 2021
4,599 4,562
Additional paid-in capital 162,074,419 161,534,280
Retained earnings 103,554,744 85,663,375
Total Pangaea Logistics Solutions Ltd. equity 265,633,762 247,202,217
Non-controlling interests 50,759,107 53,479,177
Total stockholders' equity 316,392,869 300,681,394
Total liabilities and stockholders' equity $ 730,859,200 $ 707,024,006
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,
2022 2021
Revenues:
Voyage revenue $ 176,336,751 $ 108,817,411
Charter revenue 15,425,652 16,155,116
Total revenue 191,762,403 124,972,527
Expenses:
Voyage expense 65,250,467 47,838,857
Charter hire expense 77,711,607 53,635,342
Vessel operating expense 13,187,833 8,495,503
General and administrative 5,281,388 4,204,898
Depreciation and amortization 7,301,419 4,419,094
Loss on impairment of vessels 3,007,809 -
Total expenses 171,740,523 118,593,694
Income from operations 20,021,880 6,378,833
Other income (expense):
Interest expense, net (3,371,173) (1,956,806)
Income attributable to Non-controlling interest recorded as long-term liability interest expense
(1,840,333) (270,665)
Unrealized gain on derivative instruments, net 7,500,314 2,022,372
Other income 137,207 333,458
Total other income, net 2,426,015 128,359
Net income 22,447,895 6,507,192
Income attributable to non-controlling interests (2,279,930) (653,021)
Net income attributable to Pangaea Logistics Solutions Ltd. $ 20,167,965 $ 5,854,171
Earnings per common share:
Basic $ 0.45 $ 0.13
Diluted $ 0.45 $ 0.13
Weighted average shares used to compute earnings per common share:
Basic 44,388,960 43,971,352
Diluted 45,192,983 44,549,286

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, 2021 45,617,840 $ 4,562 $ 161,534,280 $ 85,663,375 $ 247,202,217 $ 53,479,177 $ 300,681,394
Share-based compensation - - 827,806 - 827,806 - 827,806
Issuance of restricted shares, net of forfeitures 374,137 37 (287,667) - (287,630) - (287,630)
Distribution to Non-Controlling Interests - - - - - (5,000,000) (5,000,000)
Common Stock Dividend - - - (2,276,596) (2,276,596) - (2,276,596)
Net Income - - - 20,167,965 20,167,965 2,279,930 22,447,895
Balance at March 31, 2022 45,991,977 $ 4,599 $ 162,074,419 $ 103,554,744 $ 265,633,762 $ 50,759,107 $ 316,392,869
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, 2020 45,447,751 4,545 159,581,415 23,179,805 182,765,765 51,665,640 234,431,405
Share-based compensation - - 947,552 - 947,552 - 947,552
Issuance of restricted shares, net of forfeitures 124,485 12 (129,202) - (129,190) - (129,190)
Net Income - - - 5,854,171 5,854,171 653,021 6,507,192
Balance at March 31, 2021 45,572,236 $ 4,557 $ 160,399,765 $ 29,033,976 $ 189,438,298 $ 52,318,661 $ 241,756,959

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,
2022 2021
Operating activities
Net income $ 22,447,895 $ 6,507,192
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense 7,301,419 4,419,094
Amortization of deferred financing costs 256,830 163,800
Amortization of prepaid rent 30,484 28,814
Unrealized gain on derivative instruments (7,500,314) (2,022,372)
Income from equity method investee (137,207) (333,458)
Earnings attributable to non-controlling interest recorded as other long term liability 1,840,333 270,665
Provision for doubtful accounts 696,869 176,984
Loss on impairment of vessels 3,007,809 -
Drydocking costs (1,638,364) (1,110,694)
Share-based compensation 827,806 947,552
Change in operating assets and liabilities:
Accounts receivable 12,196,570 (278,735)
Bunker inventory (12,061,014) 338,272
Advance hire, prepaid expenses and other current assets 6,255,996 (2,166,945)
Accounts payable, accrued expenses and other current liabilities 4,843,359 (2,852,717)
Deferred revenue (6,306,463) 852,697
Net cash provided by operating activities 32,062,008 4,940,149
Investing activities
Purchase of vessels and vessel improvements (18,261,685) (5,467,178)
Purchase of fixed assets and equipment (67,178) -
Payment from non-consolidated subsidiaries 81,495 -
Net cash used in investing activities (18,247,368) (5,467,178)
Financing activities
Payments of financing fees and debt issuance costs (331,317) (112,333)
Payments of long-term debt (3,353,207) (2,973,139)
Proceeds from finance leases 15,000,000 -
Payments of finance lease obligations (3,837,280) (1,729,753)
Dividends paid to non-controlling interests (5,000,000) -
Accrued common stock dividends paid (2,292,620) (906,899)
Cash paid for incentive compensation shares relinquished (287,630) (129,190)
Net cash used in financing activities (102,054) (5,851,314)
Net increase (decrease) in cash and cash equivalents 13,712,586 (6,378,343)
Cash and cash equivalents at beginning of period 56,208,902 48,397,216
Cash and cash equivalents at end of period $ 69,921,488 $ 42,018,873

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.

At March 31, 2022, the Company owns four Panamax, two Ultramax Ice Class 1C, one Ultramax and eight Supramax drybulk vessels. The Company owns two-thirds of Nordic Bulk Holding Company Ltd. ("NBHC") which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge.






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, 2021.

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. The significant estimates and assumptions of the Company are residual value of vessels, the useful lives of vessels, the percentage completion of spot voyages and estimated losses on our trade receivables. Actual results could differ from those estimates.

Reclassifications of Voyage revenue and Charter revenue have been made to prior periods to conform to current period presentation.

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, 2022 December 31, 2021
(unaudited)
Money market accounts - cash equivalents $ 42,296,722 $ 35,193,025
Cash (1)
27,624,766 21,015,877
Total cash and cash equivalents $ 69,921,488 $ 56,208,902

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

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following:
March 31, 2022 December 31, 2021
(unaudited)
Advance hire $ 7,362,929 $ 12,014,451
Prepaid expenses 5,095,601 5,956,195
Accrued receivables 15,165,618 17,009,957
Margin deposit 4,844,643 5,464,379
Derivative assets 11,386,422 3,886,107
Other current assets 3,740,793 2,016,598
$ 47,596,006 $ 46,347,687

Vessels held for sale

On April 20, 2022, the Company entered into an agreement to sell the m/v Bulk Pangaea. The vessel was classified as held for sale in the Consolidated Balance Sheet as of March 31, 2022 in the amount of $8.6 million, after recognition of impairment of $3.0 million.
8

Other non-current Assets

Other non-current assets were comprised of the following:

March 31, 2022 December 31, 2021
Name (unaudited)
Investment in Seamar Managements S.A. $ 428,572 $ 428,572
Investment in Pangaea Logistics Solutions (US) LLC 425,775 507,270
Investment in Bay Stevedoring LLC 3,163,188 3,025,981
$ 4,017,535 $ 3,961,823

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

March 31, 2022 December 31, 2021
(unaudited)
Accounts payable $ 21,853,826 $ 21,090,717
Accrued expenses 16,517,617 16,254,253
Bunkers supplies 13,059,437 9,260,262
Note Payable - Note 8 5,094,397 2,549,207
$ 56,525,277 $ 49,154,439

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, 2022, 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, 2022, the Company had four vessels chartered to customers under time charters that contain leases. These four leases varied in original length from 33 days to 138 days. At March 31, 2022, lease payments due under these arrangements totaled approximately $1,991,000 and each of the time charters were due to be completed in 21 days or less.

At March 31, 2021, the Company had twelve vessels chartered to customers under time charters that contain leases. These twelve leases varied in original length from 10 days to 115 days. At March 31, 2021, lease payments due under these arrangements totaled approximately $7,655,000 and each of the time charters were due to be completed in 93 days or less. The Company does not have any sales-type or direct financing leases.
9


Office leases

The Company has two non-cancelable office and office equipment leases. The resulting 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, with the amounts 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.

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.

Recently Issued Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Companies can apply the ASU immediately, however the guidance will only be available until December 31, 2022. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses. The new standard is effective for the Company at the beginning of 2023. Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently assessing the new guidance and its impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of 2023.

10

NOTE 3 - FIXED ASSETS

At March 31, 2022, the Company owned twenty-five dry bulk vessels including eight financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows:
March 31, December 31,
2022 2021
(unaudited)
m/v NORDIC ODYSSEY (1)
$ 22,013,577 $ 22,456,407
m/v NORDIC ORION (1)
22,644,443 23,057,114
m/v NORDIC OSHIMA (1)
25,282,336 25,612,412
m/v NORDIC OLYMPIC (1)
25,644,067 25,982,802
m/v NORDIC ODIN (1)
25,736,888 26,073,841
m/v NORDIC OASIS (1)
27,295,943 27,650,350
m/v NORDIC NULUUJAAK (2) (5)
38,591,766 38,949,402
m/v NORDIC QINNGUA (2) (5)
38,485,687 38,838,142
m/v NORDIC SANNGIJUQ (2) (5)
38,033,150 38,377,457
m/v NORDIC SIKU(2) (5)
38,430,562 38,776,359
m/v BULK ENDURANCE 22,900,240 23,069,545
m/v BULK COURAGEOUS (5)
16,206,507 16,356,730
m/v BULK CONCORD (5)
19,945,837 -
m/v BULK NEWPORT 11,265,188 11,566,639
m/v BULK FREEDOM 8,213,564 8,476,937
m/v BULK PRIDE 13,214,227 13,560,656
m/v BULK SPIRIT (5)
12,144,251 12,293,336
m/v BULK INDEPENDENCE 13,323,295 13,466,530
m/v BULK FRIENDSHIP (5)
14,311,411 14,526,423
m/v BULK VALOR 17,639,541 17,797,021
m/v BULK PROMISE 18,135,576 18,306,557
m/v BULK PANGAEA (3)
- 11,802,463
MISS NORA G PEARL (4)
2,603,219 2,714,931
472,061,275 469,712,054
Other fixed assets, net 2,236,000 2,200,756
Total fixed assets, net $ 474,297,275 $ 471,912,810
Right of Use Assets (5)
m/v BULK PODS $ 13,214,603 $ 12,661,804
m/v BULK DESTINY 20,563,538 20,074,619
m/v BULK TRIDENT 12,099,155 12,459,336
$ 45,877,296 $ 45,195,759

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

(2)Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50%ownership interest at March 31, 2022 and December 31, 2021.
(3)On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million after brokerage commissions. The Company recorded an impairment charge of $3.0 million, and recorded the carrying amount of the vessel as vessels held for sale in its Consolidated Balance Sheet as of March 31, 2022.
(4) Barge is owned by a 50% owned consolidated subsidiary.
11

(5)Refer to Note 7, "Commitments and Contingencies," of our Financial Statements for additional information related to the vessels under finance lease.
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.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amount and as such, no additional loss on impairment was recognized.

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






12

NOTE 4 - DEBT

Long-term debt consists of the following:
March 31, 2022 December 31, 2021
Interest Rate (%) (1)
Maturity Date
(unaudited)
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3)
15,772,021 16,224,189 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 (2) (3)
48,200,000 49,400,000 3.38 % June 2027
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4)
Bulk Nordic Six Ltd. - Tranche A (2)
10,899,994 11,166,661 4.39 % May 2024
Bulk Nordic Six Ltd. - Tranche B 2,265,000 2,330,000 3.37 % May 2024
Bulk Pride - Tranche C (2)
3,825,000 4,100,000 5.39 % May 2024
Bulk Independence - Tranche E (2)
11,250,000 11,500,000 3.54 % May 2024
Bulk Freedom Loan Agreement 2,450,000 2,600,000 4.55 % June 2022
Bulk Valor Corp. Loan and Security Agreement (2)
12,397,381 12,718,279 3.29 % June 2028
Bulk Promise Corp. 12,107,852 12,453,926 2.54 % October 2027
109 Long Wharf Commercial Term Loan 456,666 484,066 2.46 % April 2026
Total $ 119,623,914 $ 122,977,121
Less: unamortized issuance costs, net (1,590,892) (1,697,209)
$ 118,033,022 $ 121,279,912
Less: current portion (15,317,100) (15,443,115)
Secured long-term debt, net $ 102,715,922 $ 105,836,797

(1)As of March 31, 2022.
(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 cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company


The future minimum annual payments under the debt agreements are as follows:
Years ending December 31,
(unaudited)
2022 (remainder of the year) $ 12,089,908
2023 12,940,758
2024 31,857,187
2025 9,718,626
2026 9,761,812
Thereafter 43,255,623
$ 119,623,914

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Financial Covenants

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, 2022 and December 31, 2021.

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NOTE 5 - DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Forward freight agreements

The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company's reported results from operations on a period-to-period basis.

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, 2022 and December 31, 2021:
Asset Derivative Liability Derivative
Derivative instruments Balance Sheet Location 03/31/2022 12/31/2021 Balance Sheet Location 3/31/2022 12/31/2021
Margin accounts (1)
Other current assets $ 4,844,643 $ 5,464,379 Other current liabilities $ - $ -
Forward freight agreements (2)
Other current assets $ 4,879,488 $ 2,119,581 Other current liabilities $ - $ -
Fuel swap contracts (2)
Other current assets $ 4,070,533 $ 1,047,752 Other current liabilities $ - $ -
Interest rate cap (2)
Other current assets $ 2,436,400 $ 718,774 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).

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The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and three months ended March 31, 2022 and 2021:

Unrealized gain (loss) on derivative instruments
For the three months ended
Derivative instruments 03/31/2022 3/31/2021
Forward freight agreements $ 2,759,907 $ 489,885
Fuel Swap Contracts 3,022,781 741,615
Interest rate cap 1,717,626 790,872
Total Gain $ 7,500,314 $ 2,022,372











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NOTE 6 - RELATED PARTY TRANSACTIONS

Amounts and notes payable to related parties consist of the following:
December 31, 2021 Activity March 31, 2022
(unaudited)
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets:
Affiliated companies (trade payables) (i)
$ 2,847,910 (602,750) $ 2,245,160
Commissions payable (trade payables) (ii)
$ 38,896 48,592 $ 87,488
Included in current related party debt on the consolidated balance sheets:
Interest payable - 2011 Founders Note 242,852 - 242,852
Total current related party debt $ 242,852 $ - $ 242,852

i.Seamar Management S.A. ("Seamar")
ii.Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors

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, 2022 and 2021, the Company incurred technical management fees of approximately $781,800 and $594,000, respectively, under this arrangement.

The Company paid cash dividends of $5.0 million to a non-controlling interest holder of NBHC during the three months ended March 31, 2022.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The Bulk Destiny, Bulk Trident, Bulk PODS, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngiguq and Nordic Siku are classified as finance leases and the leases are secured by the assignment of earnings and insurances and by guarantees of the Company. Minimum lease payments under finance leases are recognized on a straight-line basis over the term of the lease and the Company will own these vessels at the end of lease term. Refer to the Company's annual report Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 16, 2022 for additional information on these finance leases.

Bulk Concord Bareboat Charter Agreement dated January 27, 2022

In February 2022, the Company acquired the m/v Bulk Concord for $19.9 million, which is the estimated fair value, and simultaneously entered into a failed sale and leaseback of the vessel. The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor. The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase option, which the Company expects to exercise at the end of the lease term. The minimum lease payments include imputed interest at 4.67%. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. In the event the Company has not exercised any of the purchase options during the term of the charter then the Company shall have a final purchase option to purchase the vessel at the end of the seventh year at a fixed price of $3.0 million. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of March 31, 2022.

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Year ending December 31, Amount
2022 (remainder of the year) $ 18,918,776
2023 24,941,892
2024 31,500,079
2025 22,223,284
2026 20,054,705
Thereafter 143,867,353
Total minimum lease payments $ 261,506,089
Less imputed interest 61,597,416
Present value of minimum lease payments 199,908,673
Less current portion (16,057,036)
Less issuance costs (3,487,392)
Long-term portion $ 180,364,245

Other Long-Term Liabilities

The Company has also entered into a LLC agreement with the non-controlling interest holder of NBP which includes certain obligations as described in Note 8.

Long-term Contracts Accounted for as Operating Leases

The Company leases office space for its Copenhagen operations. Since December 31, 2018, this lease continues on a month to month basis. The non-cancelable period is six months.

The Company leases office space for its Singapore operations. In August 2021, the Company renewed its lease for a two year period. At March 31, 2022, the remaining lease term is seventeen months.

For the three months ended March 31, 2022 and 2021, the Company recognized approximately $52,000 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.

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NOTE 8 - 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 contributed additional funding 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 in 2021. Earnings attributable to the third party's interest in NBP are recorded in Income attributable to Non-controlling interest recorded as long-term liability.

On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary NBHC from its shareholders for $22.5 million, including a $15.0 million cash payment upon closing and $7.5 million of deferred consideration, at three-month LIBOR plus 3.5%, in three equal installments of $2.5 million due on the first, second, and third anniversaries of September 28, 2020. The Company expects to pay off the note payable in September of 2022. The deferred consideration is recorded in "Other current liabilities" for $5.0 million plus accrued interest on the Company's Consolidated Balance Sheet as of March 31, 2022. NBHC will continue to be a consolidated entity in the Company's consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company's consolidated financial statements.
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NOTE 9 - SUBSEQUENT EVENTS

The Company's Board of Directors declared a quarterly cash dividend of $0.075 per common share, to be paid on June 15, 2022, to all shareholders of record as of June 1, 2022.

On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million after brokerage commissions. The Company recorded an impairment charge of $3.0 million, and recorded the carrying amount of the vessel as vessels held for sale in its Consolidated Balance Sheet as of March 31, 2022.


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.

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.

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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.

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.
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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,
2022 2021
Selected Financial Data Unaudited
Voyage revenue $ 176,337 $ 108,817
Charter revenue 15,426 16,155
Total revenue 191,762 124,973
Voyage expense 65,250 47,839
Charter hire expense 77,712 53,635
Vessel operating expenses 13,188 8,496
Total cost of transportation and service revenue 156,150 109,970
Vessel depreciation and amortization 7,283 4,387
Gross Profit 28,329 10,615
Other operating expenses 5,300 4,237
Loss on impairment of vessels 3,008 -
Income from operations 20,022 6,379
Total other income, net 2,426 128
Net income 22,448 6,507
Income attributable to non-controlling interests (2,280) (653)
Net income attributable to Pangaea Logistics Solutions Ltd. $ 20,168 $ 5,854
Net income from continuing operations per common share information
Basic net income per share $ 0.45 $ 0.13
Diluted net income per share $ 0.45 $ 0.13
Weighted-average common shares Outstanding - basic 44,389 43,971
Weighted-average common shares Outstanding - diluted 45,193 44,549
Adjusted EBITDA (1)
$ 31,297 $ 12,079
Shipping Days (2)
Voyage days 4,176 3,628
Time charter days 603 1,040
Total shipping days 4,779 4,668
TCE Rates ($/day) $ 26,472 $ 16,524
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March 31, 2022 December 31, 2021
Selected Data from the Consolidated Balance Sheets
Cash and cash equivalents $ 69,921 $ 56,209
Total assets $ 730,859 $ 707,024
Total secured debt, including finance leases liabilities $ 314,454 $ 306,719
Total shareholders' equity $ 316,393 $ 300,681
For the three months ended March 31,
2022 2021
Selected Data from the Consolidated Statements of Cash Flows
Net cash provided by operating activities $ 32,062 $ 4,940
Net cash used in investing activities $ (18,247) $ (5,467)
Net cash used in financing activities $ (102) $ (5,851)

(1)Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation and other non-operating income and/or expense, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea's definition of Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.

(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,
2022 2021
Net Transportation and Service Revenue (3)
Gross Profit (4)
$ 28,329 $ 10,615
Add:
Vessel Depreciation and Amortization 7,283 4,387
Net transportation and service revenue $ 35,612 $ 15,002
Adjusted EBITDA
Net Income $ 22,448 $ 6,507
Interest expense, net 5,212 2,227
Depreciation and amortization 7,301 4,419
EBITDA $ 34,961 $ 13,153
Non-GAAP Adjustments
Loss on impairment of vessels 3,008 -
Share-based compensation 828 948
Unrealized gain on derivative instruments, net (7,500) (2,022)
Adjusted EBITDA $ 31,297 $ 12,079
(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. Net transportation and service revenue is included because it is used by management
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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.

(4) Gross profit represents total revenue less cost of transportation and service revenue less vessel depreciation.

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Business 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. After reaching levels not seen in over a decade in 2021, the dry bulk freight market remained strong in historical terms in the first quarter of 2022. The Baltic Dry Index ("BDI"), a measure of dry bulk market performance, averaged 1,939 for the first quarter of 2022, up from an average of 1,716 for the comparable quarter of 2021. More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels increased approximately 39% from an average of $16,261 in the first quarter of 2021 to $22,637 in the same period of 2022. 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.

Given the possibilities of wave surges of COVID-19 globally and the uncertainty where they may impact in the future, we have taken steps to manage operating costs, further enhance our financial flexibility, selectively deploy our capital, and protect the health and safety of our crew and shore based employees. Consistent with our chartering strategy we have redelivered chartered-in vessels when possible and continue to charter in new vessels, when needed, for short term periods dependent on market conditions at the time. We have implemented stricter protocols around crew changes, and required quarantine periods, and shore based employees in our Newport, Copenhagen, Singapore and Athens offices continue to comply with local and international guidelines.

Quarterly TCE Performance

The Company's TCE rates were up 60% from $16,524 for the three months ended March 31, 2021 to $26,472 for the three months ended March 31, 2022. The Company's achieved TCE rates continued to improve as the overall dry bulk market rates improved for the three months ended March 31, 2022. The average supramax and panamax market index rates for the first quarter of 2022 were $22,637 per day. The Company's achieved TCE rate for the three months ended March 31, 2022 outperformed the average of the Baltic panamax and supramax market indexes and exceeded the average market rates by approximately 17% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.

1st Quarter Highlights

•Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $20.2 million for three months ended March 31, 2022 as compared to approximately $5.9 million for the same period of 2021.
•Diluted net income per share was $0.45 for three months ended March 31, 2022, as compared to $0.13 for the same period of 2021.
•Pangaea's TCE rates were $26,472 for the three months ended March 31, 2022 and $16,524 for the three months ended March 31, 2021.
•Adjusted EBITDA was $31.3 million for the three months ended March 31, 2022, as compared to $12.1 million for the same period of 2021.
•At the end of the quarter, Pangaea had $69.9 million in cash, and cash equivalents.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Revenues

Pangaea's revenues are derived predominately from voyage and time charters. Total revenue for the three months ended March 31, 2022 was $191.8 million, compared to $125.0 million for the same period in 2021, a 53% increase. The increase in revenues was primarily due to higher average TCE rates earned as discussed above. The total number of shipping days increased 2% to 4,779 in the three months ended March 31, 2022, compared to 4,668 for the same period in 2021.
Components of revenue are as follows:

Voyage revenues increased by 62% for the three months ended March 31, 2022 to $176.3 million compared to $108.8 million for the same period in 2021. The increase in voyage revenues was primarily due to higher average TCE rates earned.

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Charter revenues decreased to $15.4 million from $16.2 million, or 5%, for the three months ended March 31, 2022 compared to the same period in 2021. The decrease in charter revenues was due to a decrease in time charter days which were down 42% to 603 in the first quarter of 2022 from 1,040 for the same quarter in 2021 and offset by increased charter hire rates. The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charters arrangements.

Voyage Expenses

Voyage expenses were $65.3 million for the three months ended March 31, 2022, compared to $47.8 million for the same period in 2021, an increase of approximately 36.4%. The increase was primarily attributable to an increase in bunker costs, port expenses and canal fees. Further voyage days increased by 15% to 4,176 days in the three months ended March 31, 2022 from 3,628 days for the same period in 2021. Total costs of bunkers consumed increased by 65.4% for the three months ended March 31, 2022 compared to the same period in 2021 due to the increasing market price for bunkers. Port expenses increased by 12% compared to prior year as a result of increased canal fees incurred in the current year.

Charter Hire Expenses

Charter hire expenses for the three months ended March 31, 2022 were $77.7 million, compared to $53.6 million for the same period in 2021, a 45% increase. The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels. The average published market rates for Supramax and Panamax vessels increased approximately 39% from an average of $16,261 in the first quarter of 2021 to $22,637 in the same period of 2022. This was offset by a decrease in chartered-in days of 19% from 3,296 days in the three months ended March 31, 2021 to 2,664 days for the three months ended March 31, 2022. 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, 2022 were $13.2 million, compared to $8.5 million for the same period in 2021, an increase of approximately 55%. The increase in vessel operating expenses was predominantly due to an increase in owned days resulting from the acquisition of vessels in 2021. Excluding technical management fees, vessel operating expenses on a per day basis were $5,345 for the three months ended March 31, 2022 and $5,014 for the three months ended March 31, 2021. Technical management fees were approximately $1.4 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively.

General and Administrative Expenses

General and administrative expenses were $5.3 million and $4.2 million for the three months ended March 31, 2022 and 2021, respectively. The increase was primarily due to an increase in incentive compensation.

Unrealized gain (loss) on derivative instruments

The Company assesses risk associated with fluctuating future freight rates and bunker prices, and when appropriate, actively hedges identified economic risk that may impact the operating income of long-term cargo contracts and forward bookings with forward freight agreements and bunkers swaps. The utilization of such derivatives can lead to fluctuations in the Company's reported results from operations on a period-to-period basis as the Company marks these positions to market at the balance sheet date while settlement of the position and execution of the physical transaction may occur at a future date. The Company recognized mark to market gains on bunker swaps of approximately $3.0 million and unrealized gains on forward freight agreements (FFAs) of approximately $2.8 million in the three months ended March 31, 2022. The fair value gain on interest rate derivative was approximately $1.7 million for the three months ended March 31, 2022. These gains and losses resulted from changes in the fair value of the derivatives at the respective balance sheet dates.

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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. The significant estimates and assumptions of the Company are the estimated fair value used in determining the estimated future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense, the estimated on the percentage completion of spot voyages and the allowances for doubtful accounts.

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.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amount and as such, no additional loss on impairment was recognized.

The Company concluded that no triggering event had occurred during the three months ended March 31, 2021 which would require impairment testing.
Liquidity and Capital Resources

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 and finance lease financing arrangements. 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 March 31, 2022 and December 31, 2021, the Company had working capital of $92.4 million and $72.2 million, respectively.

Operating Activities

Net cash provided by operating activities during the three months ended March 31, 2022 was $32.1 million compared to net cash provided by operating activities of $4.9 million for the three months ended March 31, 2021. 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 as well as the impact of changes in working capital.

Investing Activities

Net cash used in investing activities during the three months ended March 31, 2022 was $18.2 million compared to net cash used in investing activities of $5.5 million for the same period in 2021. This increase was primarily due to the purchase of a Panamax vessel which delivered in February 2022.

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Financing Activities

Net cash used in financing activities during the three months ended March 31, 2022 was $0.1 million compared to net cash used in financing activities of $5.9 million for the same period of 2021. During the three months ended March 31, 2022, the Company received $15.0 million in proceeds from finance leases. The Company repaid $3.4 million of long term debt and $3.8 million of finance leases. The Company also paid $2.3 million of cash dividends.

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, 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 March 31, 2022 includes: ten Panamax drybulk carriers (six of which are Ice-Class 1A); eight Supramax drybulk carriers, three Ultramax drybulk carriers (Two of which are Ice-Class IC), and four Post Panamax Ice Class 1A drybulk vessels.
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 ballast water treatment systems required under new regulations, the cost of which will be approximately $0.5 million to $0.7 million per vessel. The Company has some flexibility regarding the timing of dry docking, but the total cost is unpredictable. 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 $1.64 million and $1.11 million in the three months ended March 31, 2022 and 2021, respectively. The Company expensed drydocking costs of approximately $11,000 and $62,000, respectively, in the three months ended March 31, 2022 and 2021.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements at March 31, 2022 or December 31, 2021.

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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, 2021. 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, 2021.

ITEM 4. Controls and Procedures
Management's Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for the three months ended March 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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, 2021 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
None.
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Item 6 - Exhibits
Exhibit No. Description
10.1
Bareboat Charter Party by and between Phoenix Bulk 25 Corp. and Delta Partner Ltd Dated January 27, 2022*
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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 10, 2022.
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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