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

FORM 10-Q 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2019March 31, 2020
 
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
 
Commission File Number: 001-36139

PANGAEA LOGISTICS SOLUTIONS LTD. 
(Exact name of Registrant as specified in its charter)
Bermuda 98-1205464
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf
Newport, RI 02840 
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (401) 846-7790

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockPANLNASDAQ

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  ¨ 
 
Accelerated Filer ¨ 
Non-accelerated Filer x
 
Smaller reporting company x
  
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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockPANLNASDAQ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, par value $0.01 per share, 44,451,94045,061,100 shares outstanding as of August 12, 2019.May 13, 2020.





TABLE OF CONTENTS
 
  Page
PART IFINANCIAL 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





Pangaea Logistics Solutions Ltd.

Consolidated Balance Sheets

June 30, 2019
December 31, 2018March 31, 2020
December 31, 2019

(unaudited)
 (unaudited)
 
Assets 
  
 
Current assets 

 
 

 
Cash and cash equivalents$41,161,115

$53,614,735
$39,972,746

$50,555,091
Accounts receivable (net of allowance of $2,183,096 at
June 30, 2019 and $2,357,130 December 31, 2018)
15,995,543

28,481,787
Restricted cash1,000,000
 1,000,000
Accounts receivable (net of allowance of $1,723,510 at
March 31, 2020 and $1,908,841 at December 31, 2019)
23,140,149

28,309,402
Bunker inventory17,446,489

19,222,087
19,156,816

21,001,010
Advance hire, prepaid expenses and other current assets18,495,225

12,187,551
17,831,006

18,770,825
Vessel held for sale
 8,319,152
Total current assets93,098,372

113,506,160
101,100,717

127,955,480




 


 
Restricted cash2,500,000
 2,500,000
1,500,000
 1,500,000
Fixed assets, net301,096,555

281,355,366
287,533,664

281,474,857
Investment in newbuildings in-process7,657,000
 
15,390,634
 15,357,189
Finance lease right of use assets, net54,864,199
 56,113,096
46,493,362
 53,615,305
Total assets$459,216,126

$453,474,622
$452,018,377

$479,902,831




 


 
Liabilities and stockholders' equity 

 
 

 
Current liabilities 
  
 
Accounts payable, accrued expenses and other current liabilities$31,169,464

$31,897,507
$35,556,515

$39,973,635
Related party debt1,185,782

2,877,746
242,852

332,987
Deferred revenue8,814,462

14,717,072
7,616,895

14,376,394
Current portion of secured long-term debt14,952,927

20,127,742
22,240,674

22,990,674
Current portion of finance lease liabilities6,632,119
 5,364,963
6,902,370
 12,549,208
Dividend payable1,864,431

4,063,598
132,659

631,961
Total current liabilities64,619,185

79,048,628
72,691,965

90,854,859




 


 
Secured long-term debt, net102,394,123
 95,374,270
81,143,060
 83,649,717
Finance lease liabilities54,508,878
 45,684,727
55,768,735
 57,498,217
Long-term liabilities - other - Note 85,052,984

4,828,364




    
Commitments and contingencies (Note 7)




Commitments and contingencies - Note 7








 


 
Stockholders' equity: 

 
 

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

 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 44,451,940 shares issued and outstanding at June 30, 2019; 43,998,560 shares issued and outstanding at December 31, 20184,445
 4,400
Common stock, $0.0001 par value, 100,000,000 shares authorized; 45,112,062 shares issued and outstanding at March 31, 2020; 44,886,122 shares issued and outstanding at December 31, 20194,512
 4,489
Additional paid-in capital156,855,761
 155,946,452
158,564,477
 157,504,895
Retained earnings11,916,436
 5,737,199
5,941,205
 12,736,580
Total Pangaea Logistics Solutions Ltd. equity168,776,642
 161,688,051
164,510,194
 170,245,964
Non-controlling interests68,917,298
 71,678,946
72,851,439
 72,825,710
Total stockholders' equity237,693,940
 233,366,997
237,361,633
 243,071,674
Total liabilities and stockholders' equity$459,216,126
 $453,474,622
$452,018,377
 $479,902,831
 
The accompanying notes are an integral part of these consolidated financial statements



Pangaea Logistics Solutions Ltd.
Consolidated Statements of IncomeOperations
(unaudited)

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended March 31,
2019 2018 2019 20182020 2019
          
Revenues:          
Voyage revenue$77,430,067
 $81,847,649
 $143,281,414
 $152,166,843
$86,523,891
 $65,851,347
Charter revenue5,860,548
 14,975,553
 19,553,386
 23,629,652
9,356,046
 13,692,838
83,290,615
 96,823,202
 162,834,800
 175,796,495
95,879,937
 79,544,185
Expenses:          
Voyage expense37,224,412
 38,027,489
 69,398,519
 68,195,517
47,795,912
 32,174,107
Charter hire expense18,317,345
 30,683,892
 43,264,714
 53,379,827
32,325,447
 24,947,369
Vessel operating expense11,074,547
 10,046,709
 20,828,922
 19,895,874
9,933,862
 9,754,375
General and administrative5,358,991
 4,378,671
 9,392,671
 8,506,969
3,993,243
 4,033,680
Depreciation and amortization4,491,327
 4,391,069
 8,868,515
 8,729,257
4,242,251
 4,377,188
Loss on sale and leaseback of vessels
 860,426
 
 860,426
Gain on sale of vessels(77,990) 
Total expenses76,466,622
 88,388,256
 151,753,341
 159,567,870
98,212,725
 75,286,719

          
Income from operations6,823,993
 8,434,946
 11,081,459
 16,228,625
(Loss) income from operations(2,332,788) 4,257,466

          
Other expense:   
    
Other (expense) income:   
Interest expense, net(2,101,052) (2,091,989) (4,308,220) (4,152,725)(2,116,320) (2,207,168)
Interest expense on related party debt(11,138) (53,914) (38,036) (117,373)
 (26,898)
Unrealized gain (loss) on derivative instruments, net215,171
 553,701
 2,504,957
 (8,904)
Unrealized (loss)/gain on derivative instruments, net(2,917,094) 2,289,786
Other income232,092
 30,000
 399,912
 458,332
596,556
 167,820
Total other expense, net(1,664,927) (1,562,202) (1,441,387) (3,820,670)
Total other (expense) income, net(4,436,858) 223,540

          
Net income5,159,066
 6,872,744
 9,640,072
 12,407,955
Net (loss) income(6,769,646) 4,481,006
Income attributable to non-controlling interests(1,126,565) (1,099,721) (1,905,017) (2,309,938)(25,729) (778,452)
Net income attributable to Pangaea Logistics Solutions Ltd.$4,032,501
 $5,773,023
 $7,735,055
 $10,098,017
Net (loss) income attributable to Pangaea Logistics Solutions Ltd.$(6,795,375) $3,702,554

          
Earnings per common share:          
Basic$0.09
 $0.14
 $0.18
 $0.24
$(0.16) $0.09
Diluted$0.09
 $0.13
 $0.18
 $0.24
$(0.16) $0.09

          
Weighted average shares used to compute earnings per common share:          
Basic42,767,785
 42,252,552
 42,684,966
 42,259,594
43,341,005
 42,601,227
Diluted43,293,022
 42,763,925
 43,202,187
 42,632,688
43,341,005
 43,071,632
 
The accompanying notes are an integral part of these consolidated financial statements
 



Pangaea Logistics Solutions Ltd.
Consolidated Statements of Stockholders' Equity
(unaudited)

 Common Stock Additional Paid-in Capital Accumulated Deficit Total Pangaea Logistics  Solutions Ltd. Equity Non-Controlling Interest Total  Stockholders' Equity
 Shares Amount
Balance at December 31, 201743,794,526
 $4,379
 $154,943,728
 $(9,596,785) $145,351,322
 $65,304,320
 $210,655,642
Recognized cost for restricted stock issued as compensation
 
 612,665
 
 612,665
 
 612,665
Issuance of restricted shares, net of forfeitures302,385
 31
 (31) 
 
 
 
Change in accounting pronouncement
 
 
 (2,423,036) (2,423,036) 
 (2,423,036)
Net income
 
 
 4,324,994
 4,324,994
 1,210,217
 5,535,211
Balance at March 31, 201844,096,911
 $4,410
 $155,556,362
 $(7,694,827) $147,865,945
 $66,514,537
 $214,380,482
Recognized cost for restricted stock issued as compensation
 
 226,731
 
 226,731
 
 226,731
Issuance of restricted shares, net of forfeitures(32,925) (4) (101,075) 
 (101,079) 
 (101,079)
Fees incurred for issuance of common shares
 
 (50,812) 
 (50,812) 
 (50,812)
Net income
 
   5,773,023
 5,773,023
 1,099,721
 6,872,744
Balance at June 30, 201844,063,986
 $4,406
 $155,631,206
 $(1,921,804) $153,713,808
 $67,614,258
 $221,328,066
              
 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, 201843,998,560
 $4,400
 $155,946,452
 $5,737,199
 $161,688,051
 $71,678,946
 $233,366,997
Recognized cost for restricted stock issued as compensation
 
 674,599
 
 674,599
 
 674,599
Issuance of restricted shares, net of forfeitures505,530
 50
 (50) 
 
 
 
Net Income
 
 
 3,702,554
 3,702,554
 778,452
 4,481,006
Balance at March 31, 201944,504,090
 $4,450
 $156,621,001
 $9,439,753
 $166,065,204
 $72,457,398
 $238,522,602
Recognized cost for restricted stock issued as compensation
 
 370,908
 
 370,908
 
 370,908
Issuance of restricted shares, net of forfeitures(52,150) (5) (136,148) 
 (136,153) 
 (136,153)
Distribution to Non-Controlling Interests          (4,666,665) (4,666,665)
Common Stock Dividend      (1,555,818) (1,555,818)   (1,555,818)
Net Income
 
 
 4,032,501
 4,032,501
 1,126,565
 5,159,066
Balance at June 30, 201944,451,940
 $4,445
 $156,855,761
 $11,916,436
 $168,776,642
 $68,917,298
 $237,693,940
 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, 201944,886,122
 $4,489
 $157,504,895
 $12,736,580
 $170,245,964
 $72,825,710
 $243,071,674
Share-based compensation
 
 1,102,769
 
 1,102,769
 
 1,102,769
Issuance of restricted shares, net of forfeitures225,940
 23
 (43,187) 
 (43,164) 
 (43,164)
Net (Loss) Income
 
 
 (6,795,375) (6,795,375) 25,729
 (6,769,646)
Balance at March 31, 202045,112,062
 $4,512
 $158,564,477
 $5,941,205
 $164,510,194
 $72,851,439
 $237,361,633
              
              
 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, 201843,998,560
 $4,400
 $155,946,452
 $5,737,199
 $161,688,051
 $71,678,946
 $233,366,997
Share-based compensation
 
 674,599
 
 674,599
 
 674,599
Issuance of restricted shares, net of forfeitures505,530
 50
 (50) 
 
 
 
Net income
 
 
 3,702,554
 3,702,554
 778,452
 4,481,006
Balance at March 31, 201944,504,090
 $4,450
 $156,621,001
 $9,439,753
 $166,065,204
 $72,457,398
 $238,522,602

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

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

 Six Months Ended June 30,
 2019 2018
Operating activities   
Net income$9,640,072
 $12,407,955
Adjustments to reconcile net income to net cash provided by operations:   
Depreciation and amortization expense8,868,515
 8,729,257
Amortization of deferred financing costs365,564
 331,061
Amortization of prepaid rent59,299
 60,968
Unrealized (gain) loss on derivative instruments(2,504,957) 8,904
Gain from equity method investee(247,312) (90,000)
Provision for doubtful accounts320,491
 (148,458)
Loss on sale of vessel
 860,426
Drydocking costs(1,545,094) (1,497,979)
Recognized cost for restricted stock issued as compensation1,045,507
 839,396
Change in operating assets and liabilities:   
Accounts receivable12,165,753
 2,855,167
Bunker inventory1,775,598
 (2,033,966)
Advance hire, prepaid expenses and other current assets(6,002,847) (844,650)
Accounts payable, accrued expenses and other current liabilities1,546,305
 844,340
Deferred revenue(5,902,610) (1,516,665)
Net cash provided by operating activities19,584,284
 20,805,756
    
Investing activities

  
Purchase of vessels and vessel improvements(25,557,060) (2,517,355)
Investment in newbuildings in-process(7,657,000) 
Purchase of building and equipment(281,011) (360,286)
Proceeds from sale of equipment
 31,594
Net cash used in investing activities(33,495,071) (2,846,047)
    
Financing activities   
Proceeds from long-term debt14,000,000
 
Payments of related party debt(1,691,964) (2,487,226)
Payments of financing fees and issuance costs(277,577) (367,052)
Payments of long-term debt(12,242,949) (12,145,694)
Proceeds from finance leases13,000,000
 13,000,000
Dividends paid to non-controlling interests(4,666,665) (904,803)
Payments of finance lease obligations(2,908,693) (1,014,939)
Accrued common stock dividends paid(3,754,985) 
Cash paid for incentive compensation shares relinquished
 (101,075)
Proceeds from private placement of common stock, net of issuance costs
 (50,812)
Net cash provided by (used in) financing activities1,457,167
 (4,071,601)
    
Net (decrease) increase in cash, cash equivalents and restricted cash(12,453,620) 13,888,108
Cash, cash equivalents and restricted cash at beginning of period56,114,735
 38,531,812
Cash, cash equivalents and restricted cash at end of period$43,661,115
 $52,419,920
    

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

 Three Months Ended March 31,
 2020 2019
Operating activities   
Net (loss) income$(6,769,646) $4,481,006
Adjustments to reconcile net income to net cash (used in) provided by operations:   
Depreciation and amortization expense4,242,251
 4,377,188
Amortization of deferred financing costs176,526
 182,802
Amortization of prepaid rent30,568
 29,649
Unrealized loss (gain) on derivative instruments2,917,094
 (2,289,786)
Gain from equity method investee(429,360) (128,250)
Earnings attributable to non-controlling interest recorded as interest expense(27,643) 
(Recovery) provision for doubtful accounts(185,331) 487,372
Gain on sale of vessel(77,990) 
Drydocking costs(2,903,277) (381,059)
Share-based compensation1,102,769
 674,599
Change in operating assets and liabilities:   
Accounts receivable5,354,584
 15,264,298
Bunker inventory1,844,194
 3,806,864
Advance hire, prepaid expenses and other current assets1,369,179
 (872,860)
Accounts payable, accrued expenses and other current liabilities(6,729,172) (5,363,850)
Deferred revenue(6,759,499) (8,308,254)
Net cash (used in) provided by operating activities(6,844,753) 11,959,719
    
Investing activities

  
Purchase of vessels and vessel improvements(283,446) (11,426,174)
Investment in newbuildings in-process(33,445) 
Purchase of fixed assets and equipment
 (159,619)
Proceeds from sale of vessels8,397,142
 
Purchase of derivative instrument(628,000) 
Net cash provided by (used in) investing activities7,452,251
 (11,585,793)
    
Financing activities   
Payments of related party debt(90,135) (838,102)
Payments of financing fees and debt issuance costs(149,118) (260,225)
Payments of long-term debt(3,284,067) (4,203,014)
Proceeds from finance leases
 13,000,000
Payments of finance lease obligations(7,376,320) (1,429,275)
Accrued common stock dividends paid(499,302) (1,135,000)
Cash paid for incentive compensation shares relinquished(43,164) 
Contributions from non-controlling interest recorded as long-term liability322,750
 
Payments to non-controlling interest recorded as long-term liability(70,487) 
Net cash (used in) provided by financing activities(11,189,843) 5,134,384
    
Net (decrease) increase in cash, cash equivalents and restricted cash(10,582,345) 5,508,310
Cash, cash equivalents and restricted cash at beginning of period53,055,091
 56,114,735
Cash, cash equivalents and restricted cash at end of period$42,472,746
 $61,623,045
Supplemental cash flow information and disclosure of noncash items   
Cash paid for interest$4,414,197
 $3,809,699
   
Supplemental cash flow information   
Cash and cash equivalents$41,161,115
 $48,919,920
$39,972,746
 $59,123,045
Restricted cash2,500,000
 3,500,000
2,500,000
 2,500,000
$43,661,115
 $52,419,920
$42,472,746
 $61,623,045

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

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.

TheAt March 31, 2020, the Company owns threetwo Panamax, two Ultramax Ice Class 1C, and eight Supramax and two Handymax Ice Class 1A drybulk vessels. The Company also owns one-third of Nordic Bulk Holding Company Ltd. (“NBHC”), a consolidated joint venture with a fleet of six Panamax Ice Class 1A drybulk vessels and has a 50% interest in the owner of a deck barge.

Recent Events

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus strain, or COVID-19, to be a pandemic. The COVID-19 pandemic (“COVID-19”) is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Management continues to evaluate the impact of COVID-19 on the industry and its business. At present, it is not possible to ascertain the overall impact of COVID-19 on the Company’s financial position and results of its operations. However, an increase in the severity or duration or a resurgence of COVID-19 could have a material adverse effect on the Company’s business, results of operations, cash flows and financial condition. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated balance sheets as of June 30, 2019 and 2018, the consolidated statements of income for the three and six months ended June 30, 2019 and 2018, the consolidated statements of equity for the three and six months ended June 30, 2019 and 2018 and the consolidated statements of cash flows for the six months ended June 30, 2019 and 2018 are unaudited. The unaudited interim consolidated financial statements have been prepared onin accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the same basis as the annual consolidatedinstructions 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, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairlyfor a fair presentation of the Company’sinterim period results. These unaudited consolidated financial position as of June 30, 2019 and December 31, 2018, and its results of operations and cash flows for the three and six months ended June 30, 2019 and 2018. The financial data and the other information disclosedstatements should be read in these notes toconjunction with the consolidated financial statements related to these three and six month periods are unaudited. Certain information and disclosuresnotes thereto included in the annual consolidated financial statements have been omitted for the interim periods pursuant to the rules and regulations of the SEC. The results for three and six months ended June 30, 2019 and 2018 are not necessarily indicative of the resultsour Annual Report on Form 10-K for the year endingended December 31, 2019 or for any other interim2019.

Certain reclassifications have been made to prior periods to conform to current period or future years.presentation.
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 future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense and the allowances for doubtful accounts.

Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage. A contract is accounted for when it has approval and commitment from both parties, the rights and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Estimated losses under a voyage charter are provided for in full at the time such losses become probable. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise. At the time demurrage revenue can be estimated, it is included in the calculation of voyage revenue and recognized ratably over the duration of the voyage to which it pertains. Voyage revenue recognized is presented net of address commissions.

Charter revenues relate to a time charter arrangement under which the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the vessel operates under the charter. Revenue is not earned when vessels are offhire.


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, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
 
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
(unaudited)  (unaudited)  
Money market accounts – cash equivalents$18,236,676
 $13,819,043
$28,744,019
 $32,150,342
Cash (1)
22,924,439
 39,795,692
11,228,727
 18,404,749
Total cash and cash equivalents$41,161,115
 $53,614,735
$39,972,746
 $50,555,091
Restricted cash$2,500,000
 $2,500,000
2,500,000
 2,500,000
Total cash, cash equivalents and restricted cash$43,661,115
 $56,114,735
$42,472,746
 $53,055,091

(1) Consists of cash deposits at various major banks.
 
Restricted cash at June 30, 2019March 31, 2020 and December 31, 20182019 consists of $2.5 million held by the facility agent as required by the Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement (See NOTE 4).Agreement. $1,000,000 restricted cash was reclassified to current assets due to the balloon payments of Bulk Nordic Odyssey Ltd and Bulk Nordic Orion Ltd due in September of 2020.

Advance hire, prepaid expenses and other current assets were comprised of the following:  
 June 30, 2019 December 31, 2018 March 31, 2020 December 31, 2019
 (unaudited)   (unaudited)  
Advance hire $6,398,595
 $5,851,070
 $3,976,205
 $3,985,826
Prepaid expenses 3,272,337
 1,276,901
 2,918,761
 4,924,557
Accrued receivables 6,617,377
 2,479,800
 6,802,009
 6,466,068
Margin deposit 546,539
 1,820,656
 2,383,275
 269,379
Other current assets 1,660,377
 759,124
 1,750,756
 3,124,995
 $18,495,225
 $12,187,551
 $17,831,006
 $18,770,825
 

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

  June 30, 2019 December 31, 2018
  (unaudited)  
Accounts payable $12,897,850
 $19,892,511
Accrued expenses 15,423,871
 7,424,286
Accrued interest 318,295
 540,886
Derivative liabilities 778,465
 3,225,907
Other accrued liabilities 1,750,983
 813,917
  $31,169,464
 $31,897,507


Recently Issued Accounting Pronouncements
In February 2016, the FASB issued an ASU 2016-02, Accounting Standards Update for Leases. The update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In determining the estimated value of right-of-use assets and lease liabilities, the Company considers the noncancelable period of the lease as well as periods for which it is reasonably certain that renewal options will be exercised. The Company discounts any estimated lease liability using the portfolio approach, the composition of which is its secured long-term debt facilities.

  March 31, 2020 December 31, 2019
  (unaudited)  
Accounts payable $23,712,097
 $24,173,291
Accrued expenses 8,590,256
 14,883,555
Derivative liabilities 2,761,165
 472,073
Other accrued liabilities 492,997
 444,716
  $35,556,515
 $39,973,635

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.

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, 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 June 30, 2019,March 31, 2020, 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.

Adoption ofLeases under ASC 842

The Company adopted ASC 842 on January 1, 2019. The Company elected the "package of practical expedients" in the new standard, under which we are not required to reassess our prior conclusions regarding lease identification, classification and initial direct costs. We did not elect the use-of-hindsight practical expedient; and the practical expedient pertaining to land easements does not apply to the Company.

In July 2018, the Financial Accounting Standards Board issued ASU 2018-11 to amend ASU 2016-02 and provided an additional (and optional) transition method to adopt the new lease standard. This transition method allows entities to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption instead of using the original modified retrospective transition method of adoption which required the restatement of all prior period financial statements. Under this new transition method, the comparative periods presented in the financial statements will continue to be in accordance with ASC Topic 840, Leases. The Company adopted the new lease standard effective January 1, 2019 using this new transition method.

The amendments in this Update also provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met:

1. The timing and pattern of transfer of the nonlease component(s) and associated lease component are the same.
2. The lease component, if accounted for separately, would be classified as an operating lease.

The Company elected to use this practical expedient when it adopted the lessor provisions of this Update. As a result, the operating lease component and the vessel operating expense nonlease component in a time charter are reported as a single component.

At June 30, 2019,March 31, 2020, the Company had threefour vessels chartered to customers under time charters that contain leases. These threefour leases varied in original length from 28 days1 day to 4930 days. At June 30, 2019,March 31, 2020, lease payments due under these arrangements totaled approximately $383,000$312,000 and each of the time charters were due to be completed in thirty-one days or less. The Company does not have any sales-type or direct financing leases.

        Adoption of the lessee provisions of this guidance did not have a material impact on the Company's consolidated financial statements because the Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected. Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under capital lease" and "obligations under capital leases" in prior period financial statements, but no other changes resulted from adoption of the standard. In addition, theThe Company has two

noncancelable non-cancelable office leases for which the noncancelable periods are less than six months and noncancelablenon-cancelable office equipment leases doand the lease assets and liabilities are not create significant right-of-use assets or lease liabilities.material.

In August 2017, the FASB issued an ASU 2017-12Recently Issued Accounting Standards Update for Derivatives and Hedging. The amendments in this Update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this Update. The amended presentation and disclosure guidance is required only prospectively. Adoption of this guidance did not have a material impact on the Company's financial statements because our forward freight agreements and our fuel swaps do not qualify for hedge accounting treatment even after application of the amendments in this Update.Pronouncements Not Yet Adopted

In June 2016,March 2020, the FASB issued ASU No. 2016-13,2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Instruments – Credit Losses. For mostReporting. 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 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 our company at the beginning of 2020.  Entities are required toreporting. Companies can apply the provisions ofASU immediately, however the standard through a cumulative-effect adjustment to retained earnings as of the effective date. We areguidance will only be available until December 31, 2022. The Company is currently evaluating the impact of thethat adopting this new accounting standard will have on ourits consolidated financial statements.statements and related disclosures.


NOTE 3 - FIXED ASSETS

At June 30, 2019,March 31, 2020, the Company owned twenty-oneeighteen dry bulk vessels including fivethree financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: 
June 30, December 31,March 31, December 31,
2019 20182020 2019
Owned vessels(unaudited)  (unaudited)  
m/v BULK PANGAEA$15,499,311
 $15,231,305
$14,650,117
 $14,988,076
m/v BULK PATRIOT9,663,737
 10,130,797
m/v BULK JULIANA10,358,342
 10,651,029
m/v NORDIC ODYSSEY23,590,263
 24,283,497
22,564,898
 22,897,029
m/v NORDIC ORION24,392,141
 25,095,469
23,437,392
 23,688,812
m/v BULK NEWPORT13,470,429
 13,956,092
12,722,983
 12,975,767
m/v NORDIC BARENTS4,127,735
 4,370,817
m/v NORDIC BOTHNIA4,082,548
 4,322,490
m/v NORDIC OSHIMA28,969,352
 28,897,931
27,985,690
 28,325,078
m/v NORDIC ODIN28,708,182
 29,151,529
28,381,196
 28,094,764
m/v NORDIC OLYMPIC28,541,651
 29,321,599
28,275,734
 27,931,771
m/v NORDIC OASIS29,803,793
 30,416,651
28,900,457
 29,190,935
m/v BULK ENDURANCE25,529,140
 26,020,505
24,784,479
 25,037,775
m/v BULK FREEDOM8,380,280
 8,467,058
9,918,266
 8,269,777
m/v BULK PRIDE13,263,936
 13,531,561
12,858,352
 12,996,311
m/v BULK SPIRIT13,112,983
 1,950,000
12,727,209
 12,867,060
m/v BULK INDEPENDENCE (1)
13,921,582
 
m/v BULK INDEPENDENCE13,965,442
 14,000,946
m/v BULK FRIENDSHIP13,897,189
 14,052,500
m/v BULK BEOTHUK (1)
6,476,788
 
MISS NORA G PEARL2,995,144
 2,995,144
3,497,833
 3,609,851
298,410,549
 278,793,474
285,044,025
 278,926,452
Other fixed assets, net2,686,006
 2,561,892
2,489,639
 2,548,405
Total fixed assets, net$301,096,555
 $281,355,366
$287,533,664
 $281,474,857
      
Right of Use Assets      
m/v BULK DESTINY$21,896,217
 $22,307,701
$21,272,616
 $21,484,733
m/v BULK BEOTHUK6,827,418
 7,065,300
m/v BULK BEOTHUK (1)

 6,589,537
m/v BULK TRIDENT12,380,316
 12,664,906
11,949,023
 12,095,727
m/v BULK PODS$13,760,248
 14,075,189
$13,271,723
 13,445,308
$54,864,199
 $56,113,096
$46,493,362
 $53,615,305
(1)
The Company acquired the 2008 built Supramax (m/v Bulk Independence) on May 14, 2019.

(1) In January 2020 the Company completed an early buy-out of the lease for a purchase price of $5.5 million.
On February 2020, the Company sold the m/v Nordic Barents and m/v Bulk Patriot. Both were recorded as vessels held for sale at December 31, 2019.

Long-lived Assets Impairment Considerations.Considerations

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15,  TheImpairment 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 valuesamounts. If indicators of impairment are present, we perform an analysis of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the pricing of new vessels, which tendanticipated undiscounted future net cash flows to be cyclical. The carrying value of each group of vessels classified as held and used are reviewed for potential impairment when events or changes in circumstances indicate that the carrying value of a particular group may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to resultderived from the use of the group and its eventual disposition is less than its carrying value. Thisrelated long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The significant factors and assumptions used inCompany performed its quarterly assessment by evaluating whether a triggering event had occurred as of March 31, 2020 considering current market conditions resulting from the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates.global COVID-19 pandemic. The Company prepares a series of scenarios in an attemptconcluded that no triggering event had occurred at March 31, 2020 and will continue to capturemonitor the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company usesmarket for any adverse conditions resulting from the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be recognized. During the three and six months ended June 30,COVID-19 pandemic.

At March 31, 2019, the Company did not identify any potential triggering events and therefore, in accordance with authoritative guidance, did not perform tests of recoverability. At June 30, 2018 the Company identified potential triggering events that resulted from sale and leaseback financing arrangements transacted in the period. As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. The estimated undiscounted future cash flows were higher than the carrying amount of the vessels in the Company's fleet and as such, no loss on impairment was recognized.

NOTE 4 - DEBT

Long-term debt consists of the following: 
 June 30, 2019 December 31, 2018 March 31, 2020 December 31, 2019 
Interest Rate (%) (1)
 Maturity Date
 (unaudited)   (unaudited)     
Bulk Phoenix Secured Note (1)
 $1,816,659
 $2,702,374
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement (2)
 58,575,001
 62,325,000
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) 
 4,489,100
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Loan Agreement (2)
 27,716,300
 28,466,300
 4.07% 2022
Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. Loan Agreement (2) (3)
 12,104,406
 12,854,405
 3.77% 2020
Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement (2) (4)
 13,129,295
 13,504,295
 3.14% 2021
Bulk Nordic Oasis Ltd. Loan Agreement 16,250,000
 17,000,000
 15,125,000
 15,500,000
 4.30% 2022
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (3)(5)
 37,663,331
 25,626,665
       
Bulk Nordic Six Ltd. - Tranche A 13,033,330
 13,299,997
 3.69% 2024
Bulk Nordic Six Ltd. - Tranche B 2,785,000
 2,850,000
 3.65% 2024
Bulk Pride - Tranche C 6,025,000
 6,300,000
 4.69% 2024
Bulk Independence - Tranche E 13,250,000
 13,500,000
 3.48% 2024
Bulk Freedom Loan Agreement 4,100,000
 4,450,000
 3,650,000
 3,800,000
 4.49% 2022
109 Long Wharf Commercial Term Loan 758,066
 812,867
 675,866
 703,266
 3.69% 2026
Total $119,163,057
 $117,406,006
 $107,494,197
 $110,778,263
   
Less: unamortized bank fees (1,816,007) (1,903,994) (4,110,463) (4,137,872)   
 $117,347,050
 $115,502,012
 $103,383,734
 $106,640,391
   
Less: current portion (14,952,927) (20,127,742) (22,240,674) (22,990,674)   
Secured long-term debt, net $102,394,123
 $95,374,270
 $81,143,060
 $83,649,717
   

(1) 
See Senior Secured Post-Delivery Term Loan Facility below.As of March 31, 2020.
(2) 
The borrower under this facility is NBHC, of which the Company and its joint venture partners, STST and ASO2020, each own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(3) 
Interest on 50% of the advances to Bulk Nordic Odyssey and Bulk Nordic Orion was fixed at 4.24% in March 2017 and Interest on the remaining advances is floating at LIBOR plus 2.40%. The Company will refinance or pay off the balloon payments due in September of 2020.
(4)
Interest on 50% of the advance to Bulk Nordic Oshima was fixed at 4.16% in January 2017 and Interest on the remaining advance is floating at LIBOR plus 2.25%.
(5)
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 Senior Secured Post-Delivery Term Loan FacilityFinancial Covenants

On April 14, 2017,Under the Company's respective debt agreements, the Company through its wholly owned subsidiaries, Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident and Bulk Phoenix, entered into the Fourth Amendatory Agreement, (the "Fourth Amendment"), amending and supplementing the Loan Agreement dated April 15, 2013, as amended by a First Amendatory Agreement dated May 16, 2013, the Second Amendatory Agreement dated August 28, 2013 and the Third Amendatory Agreement dated July 14, 2016. The Fourth Amendment advanced the final repayment dates for Bulk Pangaea and Bulk Patriot, which have since been repaid.

Final payment on the Bulk Juliana Secured Note was made on July 19, 2018. The Bulk Trident Secured Note was repaid on June 7, 2018 in conjunctionis required to comply with the sale and leaseback of the vessel (NOTE - 7).

Bulk Phoenix Secured Note

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

The agreement containscertain financial covenants, that require the Company to maintain a minimum net worth and minimum liquidity, on a consolidated basis. The facility also contains a consolidated leverage ratio and a consolidated debt service coverage ratio. In addition, the facility contains other Company and vessel related covenants that, among other things, restrict changes in management and ownership of the vessel, declaration of dividends, further indebtedness and mortgaging of a vessel without the bank’s prior consent. It also requires minimum collateral maintenance, which is tested at the discretion of the lender. As of June 30, 2019 and December 31, 2018, the Company was in compliance with these covenants.

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

The agreement requires repayment of the advances as follows:

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

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

In respect of the Oshima advance, repayment to be made in 28 equal quarterly installments of $375,000 and a balloon payment of $11,254,295 due with the final installment in September 2021.
Interest on 50% of the advances to Odyssey and Orion was fixed at 4.24% in March 2017. Interest on the remaining advances to Odyssey and Orion is floating at LIBOR plus 2.40% (4.80% at June 30, 2019). Interest on 50% of the advances to Odin and Olympic was fixed at 3.95% in January 2017. Interest on the remaining advances to Odin and Olympic was floating at LIBOR plus 2.0% and was fixed at 4.07% on April 27, 2017. Interest on 50% of the advance to Oshima was fixed at 4.16% in January 2017. Interest on the remaining advance to Oshima is floating at LIBOR plus 2.25% (4.65% at June 30, 2019).

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

The amended agreement contains one financial covenant that requires the Companyincluding to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios. At June 30, 2019ratios and December 31, 2018, theto maintain positive working capital. The Company was in compliance with this covenant.

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

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

The loan is secured by a first preferred mortgage on the m/v Nordic Oasis, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously

provided, to remain above defined ratios. As of June 30, 201931, 2020 and December 31, 2018, the Company was in compliance with this covenant.
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.)
Barents and Bothnia entered into a secured Term Loan Facility of $13,000,000 in two tranches of $6,500,000 which were drawn in conjunction with the delivery of the m/v Bulk Bothnia on January 23, 2014 and the m/v Bulk Barents on March 7, 2014. The loan is secured by mortgages on the m/v Nordic Bulk Barents and m/v Nordic Bulk Bothnia and is guaranteed by the Company.
The loan requires repayment in 22 equal quarterly installments of $163,045 (per borrower) beginning in June 2014, one installment of $163,010 (per borrower) and a balloon payment of $1,755,415 (per borrower) due in December 2019. The term loan was fully repaid on June 26, 2019. The interest rate was floating at LIBOR plus 2.5% since inception.

The Amended Senior Facility - Dated May 13, 2019 (previously identified as The Amended Senior Facility - Dated December 21, 2017)

On May 13, 2019, the Company, through its wholly owned subsidiaries, Bulk Endurance, Bulk Pride and Bulk Independence entered into the Second Amendatory Agreement, (the "Second Amendment"), amending and supplementing the First Amendatory Agreement dated December 17, 2017. The Second Amendment advanced $14,000,000 under Tranche E in respect to the m/v Bulk Independence, extended maturity dates on Tranche A, B, and C to May 2024, and reduced applicable interest rate margin on Tranche A, B, and C to 1.70% for the first eight quarters following the drawdown of Tranche E, and 2.40% thereafter.

Bulk Endurance Tranche A and B
The amended agreement advanced $19,500,000 in respect of the m/v Bulk Endurance on January 7, 2017, in two tranches. The agreement requires repayment of Tranche A, totaling $16,000,000, in three equal quarterly installments of $100,000 beginning on April 7, 2017 and 27 equal quarterly installments of $266,667. A balloon payment of $8,499,991 is due with the final installment in May 2024. Interest on this advance was fixed at 3.69% through March 2021, fixed at 4.16% through December 2021, and thereafter floating at Libor plus 2.40%. The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,680,000 due with the final installment in May 2024. Interest on this advance is floating at LIBOR plus 1.70% (4.05% at June 30, 2019) through March 2021, and thereafter at Libor plus 2.4%.

Bulk Pride Tranche C and D
The amended agreement advanced $10,000,000 in respect of the m/v Bulk Pride on December 21, 2017, in two tranches. The agreement requires repayment of Tranche C, totaling $8,500,000, in 26 equal quarterly installments of $275,000 beginning in March 2018 and a balloon payment of $1,350,000 due with the final installment in May 2024. Interest on this advance is floating at LIBOR plus 1.70% (4.05% at June 30, 2019) through March 2021, and thereafter at Libor plus 2.4% . The agreement also advanced $1,500,000 under Tranche D, which is payable in 4 equal quarterly installments of $375,000 beginning in September 2018. Tranche D was fully repaid in June 2019.

Bulk Independence Tranche E
The amended agreement advanced $14,000,000 under Tranche E in respect of the m/v Bulk Independence on May 13, 2019, which requires repayment of 20 equal quarterly installments of $250,000 beginning in September 2019 and a balloon payment of $9,000,000 due with the final installment in May 2024. Interest on this advance is floating at LIBOR plus 1.70% (4.05% at June 30, 2019) during first eight quarters. Interest on this advance is floating at LIBOR plus 2.40% (4.05% at June 30, 2019) thereafter.

The loan is secured by first preferred mortgages on the m/v Bulk Endurance, the m/v Bulk Pride and the m/v Bulk Independence, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a minimum liquidity requirement, positive working capital of the borrower and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At June 30, 2019 and December 31, 2018, the Company was in compliance with these covenants.


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

The agreement advanced $5,500,000 in respect of the m/v Bulk Freedom on June 14, 2017. The agreement requires repayment of the loan in 8 quarterly installments of $175,000 and 12 quarterly installments of $150,000 beginning on September 14, 2017. A balloon payment of $2,300,000 is due with the final installment. The facility bears interest at LIBOR plus a margin of 3.75% (6.18% at June 30, 2019).

The loan is secured by a first preferred mortgage on the m/v Bulk Freedom, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At June 30, 2019 and December 31, 2018, the Company was in compliance with this covenant.

109 Long Wharf Commercial Term Loan
Initial amount of $1,096,000 entered into on May 27, 2016. The Long Wharf Construction to Term Loan was repaid from the proceeds of this new facility. The loan is payable in 120 equal monthly installments of $9,133. Interest is floating at the 30 day LIBOR plus 2.0% (4.40% at June 30, 2019). The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, and a corporate guarantee of the Company. The loan contains a maximum loan to value covenant and a debt service coverage ratio. At June 30, 2019 and December 31, 2018, the Company was in compliance with these covenants.

The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: 
 Years ending
 June 30,
 (unaudited)
2020$14,952,927
202121,490,674
202254,906,863
20233,536,268
202424,066,259
Thereafter210,066
 $119,163,057

NOTE 5 - DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Forward freight agreements

The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. The aggregate fair value of FFAs at June 30, 2019March 31, 2020 and December 31, 20182019 were assets and liabilities of approximately $58,000$136,000 and $60,000,$150,000, respectively, which are included in other current assets and liabilities on the consolidated balance sheets. The change in the aggregate fair value of the FFAs during the three months ended June 30,March 31, 2020 and 2019 and 2018 are gains of approximately $557,000 and 60,000, respectively, which are included in unrealized gain on derivative instruments in the accompanying consolidated statements of income. The change in the aggregate fair value of the FFAs during the six months ended June 30, 2019 and 2018 are a gain of approximately $117,000$14,130 and a loss of approximately $254,000,$440,000, respectively, which are included in unrealized gain (loss) on derivative instruments in the accompanying consolidated statements of income.


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. The aggregate fair value of these fuel swaps at June 30, 2019March 31, 2020 and December 31, 20182019 are liabilities of approximately $778,000$2,874,000 and $3,166,000,$322,000, respectively, which are included in other current liabilities on the consolidated balance sheets. The change in the aggregate fair value of the fuel swaps during the three months ended June 30,March 31, 2020 and 2019 and 2018 are a loss of approximately $342,000$2,551,000 and a gain of approximately $493,000,$2,729,000, respectively, which are included in unrealized (loss) gain on derivative instruments in the accompanying consolidated statements of income.

Interest rate cap

The changeCompany’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 aggregateCompany primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.

In January 2020, the Company paid $628,000 for interest rate cap contracts to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-buildings. In the event that the three-month LIBOR rate rises above the applicable strike rate, the Company would receive quarterly payments related to the spread difference.
The following table summarizes these derivative instruments as of March 31, 2020.
        Fair Value Notional Amount
Interest Rate Derivative Effective Date Maturity Date Interest Rate Strike March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019
Interest rate cap contract - 1 November 15, 2020 April 30, 2026 3.25% $53,970 $— $5,742,750 $—
Interest rate cap contract - 2 December 15, 2020 May 31, 2026 3.25% $56,132 $— $5,742,750 $—
Interest rate cap contract - 3 May 15, 2021 November 30, 2026 3.25% $68,994 $— $5,654,336 $—
Interest rate cap contract - 4 May 15, 2021 November 30, 2026 3.25% $68,994 $— $5,654,336 $—
Total       $248,090      

These interest rate cap agreements do not qualify for hedge accounting treatment and, accordingly, we record the fair value of the fuel swapsagreements as an asset or liability and the change as income or expense during the six months ended June 30, 2019 and 2018 are gainsperiod in which the change occurs. The loss of approximately $2,388,000 and $245,000, respectively, which are included$379,910 on changes in the fair value of the interest rate cap contracts was recorded in unrealized (loss)/gain (loss) on derivative instruments, in the accompanying consolidated statements of income.net at March 31, 2020.


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

The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2019March 31, 2020 and December 31, 2018:2019:
Balance at      Balance at      
June 30, 2019 Level 1 Level 2 Level 3March 31, 2020 Level 1 Level 2 Level 3
(unaudited)      (unaudited)      
Margin accounts$546,539
 $546,539
 $
 $
$2,383,275
 $2,383,275
 $
 $
Fuel swaps$(778,465) $
 $(778,465) $
$(2,873,625) $
 $(2,873,625) $
Freight forward agreements$57,515
 $
 $57,515
 $
$(135,630) $
 $(135,630) $
Interest Rate Derivative$248,090
   $248,090
 $
 
Balance at
December 31, 2018
 Level 1 Level 2 Level 3
Balance at
December 31, 2019
 Level 1 Level 2 Level 3
Margin accounts$1,820,657
 $1,820,657
 $
 $
$269,379
 $269,379
 $
 $
Fuel swaps$(3,165,967) $
 $(3,165,967) $
$(322,313) $
 $(322,313) $
Freight forward agreements$(59,940) $
 $(59,940) $
$(149,760) $
 $(149,760) $
 
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.








NOTE 6 - RELATED PARTY TRANSACTIONS

Amounts and notes payable to related parties consist of the following:
December 31, 2018 Activity June 30, 2019December 31, 2019 Activity March 31, 2020
    (unaudited)    (unaudited)
Included in trade accounts receivable and voyage revenue on the consolidated balance sheets and statements of income, respectively:          
Trade receivables due from King George Slag(i)
$627,629
 $(88,124) $539,505
$457,629
 $
 $457,629
          
Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: 
  
  
 
  
  
Affiliated companies (trade payables)(ii)
1,971,935
 126,885
 2,098,820
5,679,768
 744,554
 6,424,322
          
Included in current related party debt on the consolidated balance sheets: 
  
  
 
  
  
Loan payable – 2011 Founders Note$2,595,000
 (1,730,000) $865,000
Interest payable - 2011 Founders Note282,746
 38,036
 320,782
332,987
 (90,135) 242,852
Total current related party debt$2,877,746
 $(1,691,964) $1,185,782
$332,987
 $(90,135) $242,852

i.King George Slag LLC is a joint venture of which the Company owns 25%
ii.Seamar Management S.A. ("Seamar")



On October 1, 2011, the Company entered into a $10,000,000 loan agreement with the Founders, which was payable on demand at the request of the lenders (the 2011 Founders Note). The note bears interest at a rate of 5%. The balance of the 2011 Founders Note were $865,000 and $2,595,000 at June 30, 2019 and December 31, 2018, respectively.

Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended June 30,March 31, 2020 and 2019, and 2018, the Company incurred technical management fees of approximately $793,200$707,400 and $764,400,$716,400, respectively, under this arrangement. The total amounts payable to Seamar at June 30, 2019March 31, 2020 and December 31, 20182019 were approximately $2,099,000$6,424,000 and $1,972,000,$5,680,000, respectively.
    
Dividends payable to related parties consist of the following:
  2013 common stock dividend
Balance at December 31, 2018 $4,063,598
Payments (2,256,357)
Balance at June 30, 2019 $1,807,241
  2013 common stock dividend
Balance at December 31, 2019 $631,961
Paid in cash (478,359)
Balance at March 31, 2020 $153,602


NOTE 7 - COMMITTMENTSCOMMITMENTS AND CONTINGENCIES

Vessel Sales and Leasebacks Accounted for as Capital Leases (in accordance with prior accounting guidance - ASC 840)

The Company's fleet includes four vessels financed under sale and leaseback financing arrangements accounted for as capital leases. These leases are secured by the assignment of earnings and insurances and by guarantees of the Company.

Vessel Acquisition Accounted for as a Finance Lease (in accordance with new accounting guidance - ASC 840)

The selling price of the m/v Bulk Destiny to the new owner (lessor) was $21.0 million and the fair value of the vessel at the inception of the lease was $24.0 million. The difference between the selling price and the fair value of the vessel was recorded as prepaid rent and is being amortized over the 25 year estimated useful life of the vessel. Prepaid rent is included in finance lease right of use assets (previously "vessels under capital lease") on the consolidated balance sheet at June 30, 2019.March 31, 2020. Minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven year lease term, with a purchase obligation of $11,200,000$11.2 million due with the final lease payment in January 2024. Interest is floating at LIBOR plus 2.75% (5.06%(4.65% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term. The lease contains a minimum liquidity requirement, positive working capital of the leasee and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. At June 30, 2019 and December 31, 2018, the Company was in compliance with these covenants.

The selling price of the m/v Bulk Beothuk was $7,000,000$7.0 million and the fair value was estimated to be the same. The lease is payable at $3,500 per day every fifteen days over the five year lease term, and a balloon payment of $4,000,000$4.0 million is due with the final lease payment in June 2022. The implied interest rate at inception was 11.83%. TheIn January 2020 the Company will own this vessel at the endcompleted an early buy-out of the lease term.for a purchase price of $5.5 million.

The selling price of the m/v Bulk Trident was $13,000,000$13.0 million and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% (4.02%(3.15% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term.

The selling price of the m/v Bulk PODS was $14,750,000$14.8 million and the fair value was estimated to be the same. The Company simultaneously leased the vessel back from the buyer. The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the eight-year lease term. The Company has the option to purchase the vessel at the end of the third year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. Interest is floating at LIBOR plus 1.7% (4.02%(2.90% including the margin, at inception of the lease). The Company will own this vessel at the end of the lease term.    

Vessel Acquisition Accounted for as a Finance Lease (in accordance with new accounting guidance - ASC 842)
    
In February 2019, the Company acquired the m/v Bulk Spirit for $13,000,000,$13.0 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 transfers ownership of the vessel to the Company by the end of the lease term. The minimum lease payments include interest at 5.10% for the first five years. Interest fluctuates based on the three-month LIBOR for the remaining three years of the eight-year lease term. The Company has the option to purchase the vessel at the end of the second year of the lease or thereafter, or in the case of default by the lessor, at any time during the lease term. The Company is obligated to repurchase the vessel at the end of the lease term. A balloon payment of $3,875,000$3.9 million is due with the final lease payment in March 2027. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

In September 2019, the Company acquired the m/v Bulk Friendship for $14.1 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 5.29%. 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 fifth year at a fixed price of $7.8 million. This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Vessel Newbuildings

During second and third quarter of 2019, the Company entered into two vessel newbuilding contracts to build four new high ice class post-panamax 95,000 dwt dry bulk vessels. The new vessels, with a building cost of approximately between $37.7 million to $38.3 million each, are expected to be delivered in 2021. As of September 30, 2019, the Company has made deposits of $15.4 million for the four new vessels. The second installments of 20% are due and payable upon launching of the vessels and the final payments are due upon delivery of the vessels.         

The Company entered into a series of transactions to finance its four new post-panamax dry bulk vessels, to be delivered in 2021, under sale and leaseback transactions. The agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $32 million or 85% of fair market value at closing. Following the sale, the Company is obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years with a purchase obligation of $2.5 million at the end of year 15. The Company has options to purchase the vessels at designated prices starting the sixth year after delivery of each vessel. The Company expects to account for these transactions as failed sale and leaseback transactions and classify the leases as finance leases.    

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 noncancelablenon-cancelable period is six months, which represents the period for which it is reasonably certain that termination will not be exercised.months.

The Company leases office space for its Singapore operations. At June 30, 2019,March 31, 2020, the remaining obligation under this lease term is approximately $15,000.nine months.

For the three and six months ended June 30,March 31, 2020 and 2019, the Company recognized approximately $52,000 and $103,000, respectively, as lease expense for office leases in General and Administrative Expenses.






Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at June 30, 2019March 31, 2020 were:
Years ending
June 30,
Year ending December 31, 
2020$10,253,856
$7,472,176
20219,938,535
9,774,982
20229,537,045
9,608,224
202312,190,555
9,440,933
202419,029,244
26,166,010
Thereafter15,454,268
13,051,955
Total minimum lease payments$76,403,503
$75,514,280
Less amount representing interest15,262,506
Less imputed interest12,843,175
Present value of minimum lease payments61,140,997
62,671,105
Less current portion6,632,119
6,902,370
Long-term portion$54,508,878
$55,768,735

Other

On April 30, 2019, the Company entered into a contract to build two new post-panamax 95,000 dwt dry bulk vesselsLegal Proceedings and holds options to build two more similar vessels. The new vessels, with a building cost of approximately $38 million each, are expected to be delivered in the first half of 2021. On May 29, 2019, the Company made a deposit of $7,657,000 for the two new vessels. The second installments of 15% are due and payable upon launching of the vessels and the final payments are due upon delivery of the vessels.Claims

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

NOTE 8 - SUBSEQUENT EVENTSOTHER LONG-TERM LIABILITIES

On July 22,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. During the construction phase of the vessel, the third party has committed to contribute additional funding and ultimately own 50% of NBP 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 pursuant to the call option, to purchase the third party's interest in NBP beginning any time 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 2011 Nantong/Kawasaki built 58,000 dwt dry bulk vessel (to be renamed m/v Bulk Friendship)fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP of $5.1 million in Long term liabilities - Other at March 31, 2020. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, net, which resulted in a reduction in interest expenses of $27,643 for $14.1 million. The vessel is expected to be delivered in September 2019.the period ended March 31, 2020.



On August 12, 2019, the Company declared a quarterly cash dividend of $0.035 per common share.

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 nonleasenon-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.

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

Net Revenue. Net revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses. Refer to Selected Financial Information, "Net revenue" for additional discussion.

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.


Selected Financial Information

(in thousands, except shipping days data)
(figures may not foot due to rounding)
As of and for the
three months ended June 30,
 As of and for the
six months ended June 30,
(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,
2019 2018 2019 2018 2020 2019
Selected Data from the Consolidated Statements of Income   
Selected Financial Data  
Voyage revenue$77,430
 $81,848
 $143,281
 $152,167
 $86,524
 $65,851
Charter revenue5,861
 14,976
 19,553
 23,630
 9,356
 13,693
Total revenue83,291
 96,823
 162,835
 175,796
 95,880
 79,544
Voyage expense37,224
 38,027
 69,399
 68,196
 47,796
 32,174
Charter expense18,317
 30,684
 43,265
 53,380
Charter hire expense 32,325
 24,947
Vessel operating expenses11,075
 10,047
 20,829
 19,896
 9,934
 9,754
Total cost of transportation and service revenue66,616
 78,758
 133,492
 141,471
 90,055
 66,876
Net revenue (1)
16,674
 18,065
 29,343
 34,325
Vessel depreciation and amortization 4,196
 4,342
Gross Profit 1,629
 8,326
Other operating expenses9,850
 8,770
 18,261
 17,236
 4,039
 4,069
Income from operations6,824
 8,435
 11,081
 16,229
Gain on sale of vessels (78) 
(Loss) income from operations (2,333) 4,257
Total other expense, net(1,665) (1,562) (1,441) (3,821) (4,437) 224
Net income5,159
 6,873
 9,640
 12,408
Income attributable to noncontrolling interests(1,127) (1,100) (1,905) (2,310)
Net income attributable to Pangaea Logistics Solutions Ltd.$4,033
 $5,773
 $7,735
 $10,098
Net (loss) income (6,770) 4,481
Income attributable to non-controlling interests (26) (778)
Net (loss) income attributable to Pangaea Logistics Solutions Ltd. $(6,795) $3,703
           
Adjusted EBITDA (2)
11,315
 13,686
 19,950
 25,818
Net (loss) income from continuing operations per common share information    
Basic net (loss) income per share $(0.16) $0.09
Diluted net (loss) income per share (0.16) $0.09
Weighted-average common shares Outstanding - basic 43,341,005
 42,601,227
Weighted-average common shares Outstanding - diluted 43,341,005
 43,071,632
           
Shipping Days (3)
 
  
    
Adjusted EBITDA (1)
 $2,934
 $9,309
    
Shipping Days (2)
  
  
Voyage days3,053
 3,228
 5,958
 6,173
 3,625
 2,905
Time charter days509
 1,055
 1,542
 1,634
 951
 1,033
Total shipping days3,562
 4,283
 7,500
 7,807
 4,576
 3,938
           
TCE Rates ($/day) (4)
$12,933
 $13,728
 $12,458
 $13,783
TCE Rates ($/day) (3)
 $10,508
 $12,029



June 30, 2019 December 31, 2018 March 31, 2020 December 31, 2019
Selected Data from the Consolidated Balance Sheets 
  
  
  
Cash, restricted cash and cash equivalents$43,661
 $56,115
 $42,473
 $53,055
Total assets$459,216
 $453,475
 $452,018
 $479,903
Total secured debt, including finance leases liabilities$178,488
 $166,552
 $166,055
 $176,688
Total liabilities and stockholders' equity$459,216
 $453,475
Total shareholders' equity $237,362
 $243,072
       
For the six months ended June 30, For the three months ended March 31,
2019 2018 2020 2019
Selected Data from the Consolidated Statements of Cash Flows       
Net cash provided by operating activities$19,584
 $20,806
Net cash used in investing activities$(33,495) $(2,846)
Net cash provided by (used in) financing activities$1,457
 $(4,072)
Net cash (used in) provided by operating activities $(6,845) $11,960
Net cash provided by (used in) investing activities $7,452
 $(11,586)
Net cash (used in) provided by financing activities $(11,190) $5,134

(1)
Net revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses. Net revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net revenue used here may not be comparable to an operating measure used by other companies.

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

(3)
Pangaea defines time charter equivalent, or “TCE,” rates as total revenues less voyage expenses divided by the length of the voyage, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in such amounts.

The reconciliation of gross profit to net transportation and service revenue and income from operations to net revenue and adjustedAdjusted EBITDA is as follows:
 Three Months Ended June 30, Six Months Ended June 30,
 2019 2018 2019 2018
Net Revenue       
Income from operations$6,823,993
 $8,434,946
 $11,081,459
 $16,228,625
General and administrative5,358,991
 4,378,671
 9,392,671
 8,506,969
Depreciation and amortization4,491,327
 4,391,069
 8,868,515
 8,729,257
Loss on sale and leaseback of vessels$
 $860,426
 $
 $860,426
Net Revenue$16,674,311
 $18,065,112
 $29,342,645
 $34,325,277
        
Adjusted EBITDA       
Income from operations6,823,993
 8,434,946
 11,081,459
 16,228,625
Depreciation and amortization4,491,327
 4,391,069
 8,868,515
 8,729,257
Loss on sale and leaseback of vessels$
 $860,426
 $
 $860,426
Adjusted EBITDA$11,315,320
 $13,686,441
 $19,949,974
 $25,818,308
(in thousands, figures may not foot due to rounding)

Three Months Ended March 31,
 2020 2019
Net Transportation and Service Revenue (4)
   
Gross Profit$1,629
 $8,327
Add:   
Vessel Depreciation and Amortization$4,196
 $4,342
Net transportation and service revenue$5,825
 $12,669
Adjusted EBITDA   
(Loss) income from operations$(2,333) $4,257
Depreciation and amortization4,242
 4,377
Gain on sale of vessels$(78) $
Share-based compensation$1,103
 $675
Adjusted EBITDA

$2,934
 $9,309
 
(3) Shipping days are defined as(4) Net transportation and service revenue represents total revenue less the aggregate numbertotal direct costs of days in a period duringtransportation and services, which its owned or chartered-in vessels are performing either aincludes charter hire, voyage charter (voyage days) or time charter (time charter days).

(4) Pangaea defines time charter equivalent, or “TCE,” rates as total revenues less voyage expenses dividedand vessel operating expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the lengthgenerally accepted accounting principles in the United States of the voyage, which is consistent with industry standards. TCE rate isAmerica, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a common shipping industrycompany'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 primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in such amounts.other companies.



IndustryBusiness Overview

The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, rose from a seasonal low of 689 at the end ofaveraged 549 for the first quarter to 1,354 at the end of the second quarter. The BDI averaged 1,154 for the second quarter of 2019,2020, down from an average of 1,272689 for the comparable quarter of 2018.2019. More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels decreased approximately 17% from an average of $7,160 in first quarter of 2019 to $5,920 in the same period of 2020. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis. We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including competition and seasonality.

Although our business is not heavily focused in China, the dry bulk sector of the shipping industry is closely correlated to economic activity in China, which was the first country to be impacted by the novel coronavirus or COVID-19. This resulted in closures and an overall contraction in China's economic output in January and February. By March China began to loosen restriction and show some signs of improvement which resulted in a slight rebound in the BDI. However also in early March, the global spread of the virus accelerated especially in parts of Europe and the United States resulting in various forms of nationwide shut downs. The impacts of these shutdowns on the demand for dry bulk goods will be highly dependent on the duration and how quickly various countries can return to normal levels of industrial activity, which is uncertain.

Given the uncertainties of the COVID-19 pandemic, we have taken steps to manage and reduce operating costs, further enhance our financial flexibility, 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 period in order to limit our exposure to further declines in the market and to reduce our time charter expenses in future periods. Further we have temporarily suspended our dividend to maintain a strong liquidity position for eventual market recovery. We have implemented stricter protocols around crew changes, and required quarantine periods, and shore based employees in our Newport, Copenhagen, Singapore and Athens offices are working remotely.

Quarterly TCE Performance

The Company's TCE rates were down 6%13% from $13,728$12,029 for the three months ended June 30, 2018March 31, 2019 to $12,933$10,508 for the three months ended June 30, 2019, but have recovered by 8% since the first quarter of 2019.March 31, 2020. The Company's achieved TCE rate for the three months ended June 30, 2019 significantly outperformedrates continued to outperform against the average of the Baltic panamax and supramax market indexes and exceeded the average market rates by approximately 49%78% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.

2nd1st Quarter Highlights     

Net incomeloss attributable to Pangaea Logistics Solutions Ltd. was approximately $4.0$6.8 million for three months ended June 30, 2019March 31, 2020 as compared to approximately $5.8$3.7 million net income for the same period of 2018.2019.
EarningsNet loss per share were $0.09was $0.16 for three months ended March 31, 2020 as compared to $0.13earnings per share of $0.09 for the same period of 2019.
Pangaea's TCE rates were $10,508 for the three months ended June 30, 2018.
Pangaea's TCE rates were $12,933March 31, 2020 and $12,029 for the three months ended June 30,March 31, 2019 and $13,728 for the three months ended June 30, 2018 while the market average for the secondfirst quarter of 20192020 was approximately $8,665,$5,920, giving the Company an overall average premium over market rates of approximately $4,268$4,588 or 49%78%. The Company's long-term COAs, cargo focus, and specialized fleet give rise to this premium.
Total revenue decreasedincreased to $83.3$95.9 million for the three months ended June 30, 2019,March 31, 2020, from $96.8$79.5 million for the three months ended June 30, 2018March 31, 2019 due to a decreasean increase in market rates and shipping days.
At the end of the quarter, Pangaea had $43.7$42.5 million in cash, restricted cash and cash equivalents.

Three Months Ended June 30, 2019March 31, 2020 Compared to Three Months Ended June 30, 2018March 31, 2019
 
Revenues
 
Pangaea’s revenues are derived predominately from voyage and time charters, which are discussed below. Total revenue for the three months ended June 30, 2019March 31, 2020 was $83.3$95.9 million, compared to $96.8$79.5 million for the same period in 2018,2019, a 14% decrease.21% increase. The total number of shipping days decreased 17%increased 16% to 3,5624,576 in the three months ended June 30, 2019,March 31, 2020, compared to 4,2833,938 for the same period in 2018.2019.
 


Components of revenue are as follows:
 
Voyage revenues decreasedincreased by 5%31% for the three months ended June 30, 2019March 31, 2020 to $77.4$86.5 million compared to $81.8$65.9 million for the same period in 2018.2019. The decreaseincrease in voyage revenues was primarily due to a decreasean increase in the number of voyage days, which were 3,0533,625 in the secondfirst quarter of 2020 as compared to 2,905 in the first quarter of 2019, as compared to 3,228 in the second quarteran increase of 2018 and by the decrease in TCE rates, as discussed above.25% .

Charter revenues decreased to $5.9$9.4 million from $15.0$13.7 million, or 61%32%, for the three months ended June 30, 2019March 31, 2020 compared to the same period in 2018.2019. The decrease in charter revenues was due to a decrease in hire rates, which as noted above declined by approximately 17%, and a decline in time charter days which were down 52% to 509 in the second quarter of 2019 from 1,055 in the second quarter of 2018.8%. The optionality of our chartering strategy allows the Company to selectively release excess tonne-days into the market under time charters arrangements.
 
Voyage Expenses
 
Voyage expenses for the three months ended June 30, 2019March 31, 2020 were $37.2$47.8 million, compared to $38.0$32.2 million for the same period in 2018, a decrease2019, an increase of approximately 2%49%. The decreaseincrease in voyage expense was primarily due to a 5% decrease25% increase in voyage days in secondfirst quarter of 2019. 


2020, an increase in bunker expenses due to timing of bunker liftings in late 2019 to comply with IMO 2020 fuel requirements that became effective on January 1, 2020, and an increase in port expenses due to short haul voyages, increased port calls and canal fees.

Charter Hire Expenses
 
Charter hire expenses for the three months ended June 30, 2019March 31, 2020 were $18.3$32.3 million, compared to $30.7$24.9 million for the same period in 2018,2019, a 40% decrease.30% increase. This was due to an increase in chartered-in days during the three months ended March 31, 2020. The number of chartered-in days decreasedincreased 35% from 2,6802,220 days in the three months ended June 30, 2018March 31, 2019 to 1,7423,003 days for the three months ended June 30, 2019. This reflectsMarch 31, 2020. The dry bulk market rates experienced a decline starting at the Company's unique ability to adapt to changing market conditions by increasing, decreasing, or renewingend of 2019 through January of 2020, while the Company was still paying short term fixed charter rates for third-party vessels. As noted above the Company charters vessels in on short term periods, however the turnover of the chartered-in profile to meet its cargo commitments.fleet will lag a decline such as the one experienced in early 2020.

Vessel Operating Expenses 

Vessel operating expenses for the three months ended June 30, 2019March 31, 2020 were $11.1$9.9 million, compared to $10.0$9.8 million for the same period in 2018, an2019, a slight increase of approximately 11%2%. The increase in vessel operating expenses is due to the increase in owned days, which were 1,868 in the three months ended June 30, 2019 as compared to 1,820 in the three months ended June 30, 2018. This increase is due to the addition of three vessels offset by the completion of two bareboat charters in 2018. Excluding technical management fees, vessel operating expenses on a per day basis were $5,398$5,229 for the three months ended June 30, 2019March 31, 2020 and $4,991$5,098 for the three months ended June 30, 2018.March 31, 2019. Technical management fees were approximately $991,200 and $962,400$0.9 million for the three months ended June 30, 2019March 31, 2020 and 2018, respectively.2019.

General and Administrative Expenses

General and administrative expenses increased from $4.4 million in the three months ended June 30, 2018 to $5.4 million in the three months ended June 30, 2019. This is due to timing and recognition of incentive compensation resulting in an increase in accrued bonus compensation.

Income from Operations

The Company had income from operations of $6.8were $4.0 million for the three months ended June 30, 2019March 31, 2020 and 2019.

(Loss) Income from Operations

Loss from operations was $2.3 million for the three months ended March 31, 2020 as compared to income from operations of $8.4$4.3 million for the three months ended June 30, 2018.March 31, 2019. This is primarily due to the decreasesincreases in revenues voyage expenses and charter hire expenses asdiscussed above.

Unrealized (loss) gain (loss) on derivative instruments

The Company incurred unrealized losses on bunker swaps of approximately $342,000$2,551,000 and gains on forward freight agreements (FFAs) of $557,000approximately $14,000 in the three months ended June 30, 2019March 31, 2020 as compared to gainsa gain of approximately $493,000$2,729,000 on bunker swaps and $60,000a loss of approximately $440,000 on FFAs in the three months ended June 30, 2018.March 31, 2019. We expect that any decline in the fair value of the fuel swap contracts would be offset by a decrease in the cost of underlying fuel purchases. The fair value loss on interest rate derivative was approximately $380,000. These result from changes in the fair value of the derivatives at the respective balance sheet dates.


Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Revenues
Pangaea’s revenues are derived predominately from voyage and time charters, which are discussed below. Total revenue for the six months ended June 30, 2019 was $162.8 million, compared to $175.8 million for the same period in 2018, a 7% decrease. The total number of shipping days decreased 4% to 7,500 in the six months ended June 30, 2019, compared to 7,807 for the same period in 2018.
Components of revenue are as follows:
Voyage revenues decreased by 6% for the six months ended June 30, 2019 to $143.3 million compared to $152.2 million for the same period in 2018. The decrease in voyage revenues was primarily due to a decrease in the number of voyage days, which were 5,958 in the six months ended June 30, 2019 as compared to 6,173 in the six months ended June 30, 2018 and by the decrease in TCE rates to $12,458 from $13,783.

Charter revenues decreased to $19.6 million from $23.6 million, or 17%, for the six months ended June 30, 2019 as compared to the same period in 2018. The decrease in charter revenues was due to a decrease in drybulk market rates as well as time charter days which were down 6% to 1,542 in the six months ended June 30, 2019 from 1,634 in the six months ended June 30, 2018.
Significant accounting estimates


Voyage Expenses

Voyage expenses for the six months ended June 30, 2019 were $69.4 million, compared to $68.2 million for the same period in 2018, an increase of approximately 2%.

Charter Hire Expenses
Charter hire expenses for the six months ended June 30, 2019 were $43.3 million, compared to $53.4 million for the same period in 2018, a 19% decrease. The number of chartered-in days decreased 15% to 3,962 days in the six months ended June 30, 2019 from 4,639 days for the six months ended June 30, 2018. This reflects the Company's unique ability to adapt to changing market conditions by changing the chartered-in profile to meet its cargo commitments.

Vessel Operating Expenses 

Vessel operating expenses for the six months ended June 30, 2019 were $20.8 million, compared to $19.9 million for the same period in 2018, an increase of approximately 5%. Excluding technical management fees, vessel operating expenses per day were $5,254 for the six months ended June 30, 2019 and $4,967 for the six months ended June 30, 2018. Technical management fees were approximately $1,905,600 and $1,916,400 for the six months ended June 30, 2019 and 2018, respectively.

General and Administrative Expenses

General and administrative expenses increased from $8.5 million in the six months ended June 30, 2018 to $9.4 million in the three months ended June 30, 2019. This is due to timing and recognition of incentive compensation resulting in an increase in accrued bonus compensation.

Income from Operations

The Company had income from operations of $11.1 million for the six months ended June 30, 2019 as compared to income from operations of $16.2 million for the six months ended June 30, 2018. This is primarily due to the decrease in voyage and time charter days. Net revenue was down 15% over the same period.

Unrealized gain (loss) on derivative instruments

The Company had unrealized gains on bunker swaps of $2,388,000 in the six months ended June 30, 2019 as compared to unrealized losses of approximately $245,000 in the six months ended June 30, 2018. This is primarily due to a drastic drop in fuel prices at the end of 2018, followed by the market recovery during the first half of 2019. Market prices remained relatively stable for the six months ended June 30, 2018. The Company had unrealized gains on FFAs of approximately $117,000 and unrealized losses of approximately $254,000 for the six months ended June 30, 2019 and 2018, respectively.

Income attributable to noncontrolling interests

Income attributable to noncontrolling interests totaled $1,905,017 for the six months ended June 30, 2019 and $2,309,938 for the six months ended June 30, 2018. This is due to lower rates and the impact on the noncontrolling interests' earnings.

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 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 valuesamounts. If indicators of impairment are present, we perform an analysis of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter


rates and the pricing of new vessels. Historically, both charter rates and vessel values tendanticipated undiscounted future net cash flows to be cyclical. The carrying value of each group of vessels (allocated by size, age and major characteristic or trade), which are classified as held and used by the Company, are reviewed for potential impairment when events or changes in circumstances indicate that the carrying value of a particular group may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to resultderived from the use of the group and its eventual disposition is less than its carrying value. Thisrelated long-lived assets. Our assessment is made at the assets group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.

The significant factorsCompany performed its quarterly assessment by evaluating whether a triggering event had occurred as of March 31, 2020 considering current market conditions resulting from the global COVID-19 pandemic. The Company concluded that no triggering event had occurred at March 31, 2020 and assumptions used inwill continue to monitor the undiscounted projected net operating cash flow analysis includemarket for any adverse conditions resulting from the Company’s estimate of future TCE rates based on current rates under existing charters and contracts. When existing contracts expire,COVID-19 pandemic.

At March 31, 2019 the Company uses an estimated TCE based on actual resultsdid not identify any potential triggering events and extends these rates out to the endtherefore, in accordance with authoritative guidance, did not perform tests of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. Accordingly, the volatility is contemplated in the undiscounted projected net operating cash flow by using a sensitivity analysis based on percent changes in the TCE rates. The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes. Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be recognized.recoverability.
    
Liquidity and Capital Resources

Liquidity and Cash Needs

The Company has historically financed its capital requirements with cash flow from operations, proceeds from related party debt, proceeds from long-term debt and finance leases, and in June 2017, through a private placement of common stock. The Company may consider additional debt and equity financing alternatives in the future. In February 2019 the Company entered into a finance lease arrangement to generate $13.0 million of cash for the acquisition of the m/v Bulk Spirit and in May 2019 entered into secured debt financing to generate $14 million for the acquisition of the m/v Bulk Independence. However, if market conditions are negative, the Company may be unable to raise additional debt or equity financing on acceptable terms or at all. As a result, the Company may not be unableable to pursue opportunities to expand its business. At June 30, 2019March 31, 2020 and December 31, 2018,2019, the Company had working capital of $28.5$28.4 million and $34.5$37.1 million, respectively.

Considerations made by management in assessing the Company’s ability to continue as a going concern are its ability to consistently generate positiveOperating Activities

Operating cash flows during the three months ended March 31, 2020 resulted in a net outflow of $6.8 million compared to a net inflow of $12.0 million during the same period of 2019. The decrease primarily resulted from operations, which were approximately $19.6net loss of $6.8 million and $20.8higher dry-docking cost incurred during the first quarter of 2020.

Investing Activities

Investing cash flows during the three months ended March 31, 2020 was a net inflow of $7.5 million compared to a net outflow of $11.6 million during the same period of 2019. The increase was primarily due to the cash receipts from sale of two vessels in the sixfirst quarter of 2020.

Financing Activities

Financing cash flows during the three months ended June 30, 2019March 31, 2020 was a net outflow of $11.2 million compared to net inflow of $5.1 million during the same period of 2019. The Company paid off one of its finance leases during the three months ended March 31, 2020 and 2018, respectively; $40.1we received cash of $13.0 million in 2018 and $29.2 million in 2017; and its ability to procure long-term fixed COAs with new and longstanding customers. In addition,from a finance lease during the same period of 2019.

The Company has demonstrated its unique ability to adapt to changing market conditions by changing themaintaining a nimble chartered-in profile to meet its cargo commitments. For more information onWe 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 results ofyear, are sufficient to fund our operations see ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations.for at least the next twelve months.



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


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 $1.2 million$2,903,000 and $381,000 in the three months ended June 30,March 31, 2020 and 2019, andrespectively. The Company expensed drydocking costs of approximately $78,000 and $8,000$15,000 in the three months ended June 30, 2019March 31, 2020 and 2018. The Company capitalizeddid not incur any drydocking costs totaling approximately $1.5 million in six months ended June 30, 2019 and 2018 and expensed drydocking costs of approximately $78,000 in the six months ended June 30, 2019 and $42,000 in the six months ended June 30, 2018. first quarter of 2019.
 
Off-Balance Sheet Arrangements
 
The Company does not have off-balance sheet arrangements at June 30, 2019March 31, 2020 or December 31, 2018.2019. 



ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
 
No significant changes to our market risk have occurred since December 31, 2018.2019. 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, 2018.2019.

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 sixthree months ended June 30, 2019.March 31, 2020.
 
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.
 


PART II: OTHER INFORMATION
 
Item 1 - Legal Proceedings
 
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
 
Item 1A – Risk Factors
 
There have been no material changes fromIn addition to the “Riskother information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” previously disclosed in ourthe Company’s Annual Report on Form 10-K filed withfor the SECyear ended December 31, 2019 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.

The coronavirus or COVID-19 pandemic is dynamic and expanding. The continuation of this outbreak likely will have, and the emergence of other epidemic or pandemic crises could have, material adverse effects on March 20, 2019.our business, results of operations, or financial condition.

The COVID-19 pandemic is dynamic and expanding, and its ultimate scope, duration and effects are uncertain. We expect that this pandemic, and any future epidemic or pandemic crises, could result in direct and indirect adverse effects on our industry and customers, which in turn may impact our business, results of operations and financial condition. Effects of the current pandemic include, or may include, among others:

disruptions to our operations as a result of the potential health impact on our employees and crew, and on the workforces of our customers and business partners;
disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions (including for any of our onshore personnel or any of our crew members to timely embark or disembark from our vessels), increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements;
potential delays in the loading and discharging of cargo on or from our vessels, and any related off hire due to quarantine, worker health, or regulations, which in turn could disrupt our operations and result in a reduction of revenue;
potential shortages or a lack of access to required spare parts for our vessels, or potential delays in any repairs to, scheduled or unscheduled maintenance or modifications, or drydocking of, our vessels, as a result of a lack of berths available by shipyards from a shortage in labor or due to other business disruptions;
potential delays in vessel inspections and related certifications by class societies, customers or government agencies;
potential reduced cash flows and financial condition, including potential liquidity constraints;
reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial markets, including to the prices of publicly-traded securities of us, our peers and of listed companies generally;
a reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels;
a decline in the market value of our vessels, which may cause us to (a) incur impairment charges or (b) breach certain covenants under our financing agreements (including our secured facility agreements and financial leases) relating to vessel-to-loan covenants; and
potential deterioration in the financial condition and prospects of our customers, joint venture partners or business partners, or attempts by customers or third parties to invoke force majeure contractual clauses as a result of delays or other disruptions.
Although disruption and effects from COVID-19 pandemic may be temporary, given the dynamic nature of these circumstances and the worldwide nature of our business and operations, the duration of any business disruption and the related financial impact to us cannot be reasonably estimated at this time but could materially affect our business, results of operations and financial condition.







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.
 


Item 6 – Exhibits 
Exhibit No.DescriptionIncorporated By ReferenceFiled herewith
  FormDateExhibit
10.45X
  
31.1X
  
31.2X
  
32.1X
  
32.2X
  
EX-101.INSXBRL Instance DocumentX
  
EX-101.SCHXBRL Taxonomy Extension SchemaX
  
EX-101.CALXBRL Taxonomy Extension Calculation LinkbaseX
  
EX-101.DEFXBRL Taxonomy Extension Definition LinkbaseX
  
EX-101.LABXBRL Taxonomy Extension Label LinkbaseX
  
EX-101.PREXBRL Taxonomy Extension Presentation LinkbaseX
______________
*    Filed herewith



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 August 12, 2019.May 13, 2020.
 
 PANGAEA LOGISTICS SOLUTIONS LTD.
  
 By:/s/ Edward Coll
 Edward Coll
 Chief Executive Officer
 (Principal Executive Officer)
  
 By:/s/ Gianni Del Signore
 Gianni Del Signore
 Chief Financial Officer
 (Principal Financial and Accounting Officer)


3229