Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36798 | |
Entity Registrant Name | PANGAEA LOGISTICS SOLUTIONS LTD. | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 98-1205464 | |
Entity Address, Address Line One | 109 Long Wharf | |
Entity Address, City or Town | Newport | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02840 | |
City Area Code | 401 | |
Local Phone Number | 846-7790 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | PANL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,466,622 | |
Entity Central Index Key | 0001606909 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 87,358,220 | $ 128,384,606 |
Accounts receivable (net of allowance of $5,301,297 and $4,367,848 at September 30, 2023 and December 31, 2022, respectively) | 53,498,562 | 36,755,149 |
Bunker inventory | 26,347,230 | 29,104,436 |
Advance hire, prepaid expenses and other current assets | 31,280,425 | 28,266,831 |
Total current assets | 198,484,437 | 222,511,022 |
Fixed assets, net | 479,980,216 | 476,524,752 |
Finance lease right of use assets, net | 40,951,455 | 43,921,569 |
Goodwill | 3,104,800 | 0 |
Other non-current assets | 6,073,002 | 5,284,127 |
Total assets | 728,593,910 | 748,241,470 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 42,374,839 | 38,554,131 |
Deferred revenue | 13,797,326 | 20,883,958 |
Current portion of secured long-term debt | 31,505,463 | 15,782,530 |
Current portion of finance lease liabilities | 26,630,754 | 16,365,075 |
Dividend payable | 977,592 | 626,178 |
Total current liabilities | 115,285,974 | 92,211,872 |
Secured long-term debt, net | 70,953,795 | 98,819,739 |
Long-term portion | 146,474,158 | 168,513,939 |
Long-term liabilities - other - Note 10 | 18,502,188 | 19,974,390 |
Commitments and contingencies - Note 9 | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 46,466,622 shares issued and outstanding at September 30, 2023; 45,898,395 shares issued and outstanding at December 31, 2022 | 4,648 | 4,590 |
Additional paid-in capital | 164,160,253 | 162,894,080 |
Retained earnings | 162,544,652 | 151,327,392 |
Total Pangaea Logistics Solutions Ltd. equity | 326,709,553 | 314,226,062 |
Non-controlling interests | 50,668,242 | 54,495,468 |
Total stockholders' equity | 377,377,795 | 368,721,530 |
Total liabilities and stockholders' equity | $ 728,593,910 | $ 748,241,470 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 5,301,297 | $ 4,367,848 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares Issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 46,466,622 | 45,898,395 |
Common stock, shares outstanding (in shares) | 46,466,622 | 45,898,395 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Revenue | $ 135,616,188 | $ 184,477,137 | $ 367,390,917 | $ 571,783,496 |
Expenses: | ||||
Voyage expense | 59,075,208 | 74,716,194 | 170,349,472 | 207,874,485 |
Charter hire expense | 25,466,886 | 50,750,809 | 77,183,388 | 194,175,432 |
Vessel operating expense | 14,252,533 | 15,361,640 | 41,070,199 | 41,479,173 |
Terminal & Stevedore Expenses | 3,517,736 | 0 | 3,892,318 | 0 |
General and administrative | 5,500,121 | 5,776,666 | 17,115,013 | 16,195,441 |
Depreciation and amortization | 8,092,495 | 7,365,561 | 22,546,350 | 21,960,413 |
Loss on impairment of vessel | 0 | 0 | 0 | 3,007,809 |
Loss on sale of vessel | 0 | 0 | 1,172,196 | 318,032 |
Total expenses | 115,904,979 | 153,970,870 | 333,328,936 | 485,010,785 |
Income from operations | 19,711,209 | 30,506,267 | 34,061,981 | 86,772,711 |
Other income (expense): | ||||
Interest and Other Income | 775,504 | 284,154 | 2,867,914 | 323,025 |
Unrealized gain (loss) on derivative instruments, net | 4,531,912 | (4,508,758) | 2,760,059 | (510,093) |
Other income | (212,639) | 298,679 | 422,636 | 517,117 |
Total other income (expense), net | 478,893 | (10,745,242) | (7,702,109) | (17,077,051) |
Net income | 20,190,102 | 19,761,025 | 26,359,872 | 69,695,660 |
Income attributable to non-controlling interests | (1,321,811) | (972,611) | (1,172,774) | (5,706,848) |
Net income attributable to Pangaea Logistics Solutions Ltd. | $ 18,868,291 | $ 18,788,414 | $ 25,187,098 | $ 63,988,812 |
Earnings per common share: | ||||
Basic (in dollars per share) | $ 0.42 | $ 0.42 | $ 0.56 | $ 1.44 |
Diluted (in dollars per share) | $ 0.42 | $ 0.42 | $ 0.56 | $ 1.43 |
Weighted average shares used to compute earnings per common share: | ||||
Basic (in shares) | 44,775,438 | 44,415,575 | 44,754,620 | 44,386,628 |
Diluted (in shares) | 45,081,668 | 44,640,278 | 45,108,039 | 44,624,228 |
Nonrelated Party | ||||
Other income (expense): | ||||
Interest Revenue (Expense), Net | $ (4,348,686) | $ (4,400,473) | $ (12,724,920) | $ (11,445,249) |
Related Party | ||||
Other income (expense): | ||||
Interest Revenue (Expense), Net | (267,198) | (2,418,844) | (1,027,798) | (5,961,851) |
Voyage revenue | ||||
Revenues: | ||||
Revenue | 127,884,506 | 173,167,990 | 346,300,186 | 522,693,814 |
Charter revenue | ||||
Revenues: | ||||
Revenue | 3,797,528 | 11,309,147 | 16,636,920 | 49,089,682 |
Revenue Not from Contract with Customer | ||||
Revenues: | ||||
Revenue | $ 3,934,154 | $ 0 | $ 4,453,811 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Total Pangaea Logistics Solutions Ltd. Equity | Common Stock | Additional Paid-in Capital | Retained Earnings | Non-Controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2021 | 45,617,840 | |||||
Beginning Balance at Dec. 31, 2021 | $ 300,681,394 | $ 247,202,217 | $ 4,562 | $ 161,534,280 | $ 85,663,375 | $ 53,479,177 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 1,457,972 | 1,457,972 | 1,457,972 | |||
Issuance of restricted shares, net of forfeitures (in shares) | (304,852) | |||||
Issuance of restricted shares, net of forfeitures | (287,629) | (287,629) | $ 30 | (287,659) | ||
Distribution to Non-Controlling Interests | (5,000,000) | (5,000,000) | ||||
Common Stock Dividend | (8,950,016) | (8,950,016) | (8,950,016) | |||
Net Income | 69,695,660 | 63,988,812 | 63,988,812 | 5,706,848 | ||
Ending Balance (in shares) at Sep. 30, 2022 | 45,922,692 | |||||
Ending Balance at Sep. 30, 2022 | 357,597,381 | 303,411,356 | $ 4,592 | 162,704,593 | 140,702,171 | 54,186,025 |
Beginning Balance (in shares) at Jun. 30, 2022 | 45,991,977 | |||||
Beginning Balance at Jun. 30, 2022 | 340,853,878 | 287,640,464 | $ 4,599 | 162,385,398 | 125,250,467 | 53,213,414 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 319,188 | 319,188 | 319,188 | |||
Issuance of restricted shares, net of forfeitures (in shares) | 69,285 | |||||
Issuance of restricted shares, net of forfeitures | 0 | 0 | $ (7) | 7 | ||
Common Stock Dividend | (3,336,710) | (3,336,710) | (3,336,710) | |||
Net Income | 19,761,025 | 18,788,414 | 18,788,414 | 972,611 | ||
Ending Balance (in shares) at Sep. 30, 2022 | 45,922,692 | |||||
Ending Balance at Sep. 30, 2022 | 357,597,381 | 303,411,356 | $ 4,592 | 162,704,593 | 140,702,171 | 54,186,025 |
Beginning Balance (in shares) at Dec. 31, 2022 | 45,898,395 | |||||
Beginning Balance at Dec. 31, 2022 | 368,721,530 | 314,226,062 | $ 4,590 | 162,894,080 | 151,327,392 | 54,495,468 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 1,393,514 | 1,393,514 | 1,393,514 | |||
Issuance of restricted shares, net of forfeitures (in shares) | (568,227) | |||||
Issuance of restricted shares, net of forfeitures | (127,283) | (127,283) | $ 58 | (127,341) | ||
Distribution to Non-Controlling Interests | (5,000,000) | (5,000,000) | ||||
Common Stock Dividend | (13,969,838) | (13,969,838) | ||||
Net Income | 26,359,872 | 25,187,098 | 25,187,098 | 1,172,774 | ||
Ending Balance (in shares) at Sep. 30, 2023 | 46,466,622 | |||||
Ending Balance at Sep. 30, 2023 | 377,377,795 | 326,709,553 | $ 4,648 | 164,160,253 | 162,544,652 | 50,668,242 |
Beginning Balance (in shares) at Jun. 30, 2023 | 46,466,622 | |||||
Beginning Balance at Jun. 30, 2023 | 361,571,731 | 312,225,300 | $ 4,648 | 163,890,246 | 148,330,406 | 49,346,431 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 270,007 | 270,007 | 270,007 | |||
Common Stock Dividend | (4,654,045) | (4,654,045) | ||||
Net Income | 20,190,102 | 18,868,291 | 18,868,291 | 1,321,811 | ||
Ending Balance (in shares) at Sep. 30, 2023 | 46,466,622 | |||||
Ending Balance at Sep. 30, 2023 | $ 377,377,795 | $ 326,709,553 | $ 4,648 | $ 164,160,253 | $ 162,544,652 | $ 50,668,242 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income | $ 26,359,872 | $ 69,695,660 |
Adjustments to reconcile net income to net cash provided by operations: | ||
Depreciation and amortization expense | 22,546,350 | 21,960,413 |
Amortization of deferred financing costs | 701,275 | 764,897 |
Amortization of prepaid rent | 91,048 | 91,453 |
Unrealized (gain) loss on derivative instruments | (2,760,059) | 510,093 |
Income (Loss) from Equity Method Investments | (417,636) | (517,117) |
Earnings attributable to non-controlling interest recorded as other long term liability | 1,027,798 | 5,961,851 |
Provision for doubtful accounts | 933,449 | 1,282,624 |
Loss on impairment of vessel | 0 | 3,007,809 |
Loss on sale of vessel | 1,172,196 | 318,032 |
Drydocking costs | (3,368,800) | (5,972,024) |
Share-based compensation | 1,393,514 | 1,457,972 |
Change in operating assets and liabilities: | ||
Accounts receivable | (17,676,862) | 10,633,346 |
Bunker inventory | 2,757,206 | (3,504,215) |
Advance hire, prepaid expenses and other current assets | 885,264 | 14,095,660 |
Accounts payable, accrued expenses and other current liabilities | 3,324,586 | (2,946,749) |
Deferred revenue | (7,086,632) | (14,971,451) |
Net cash provided by operating activities | 29,882,569 | 101,868,254 |
Investing activities | ||
Purchase of vessels and vessel improvements | (27,217,355) | (18,370,977) |
Purchase of fixed assets and equipment | 0 | 187,638 |
Proceeds from sale of vessel | 8,037,804 | 8,400,000 |
Payments to Acquire Businesses, Net of Cash Acquired | 7,200,000 | 0 |
Contributions to non-consolidated subsidiaries | 1,637,500 | 0 |
Contributions to non-consolidated subsidiaries | (275,000) | (18,505) |
Net cash used in investing activities | (25,017,051) | (11,511,844) |
Financing activities | ||
Payments of financing fees and debt issuance costs | 0 | (331,317) |
Payments of long-term debt | (12,435,039) | (12,223,052) |
Proceeds from finance leases | 0 | 15,000,000 |
Payments of finance lease obligations | (12,211,158) | (11,808,661) |
Dividends paid to non-controlling interests | (5,000,000) | (5,000,000) |
Accrued common stock dividends paid | (13,618,424) | (8,966,039) |
Cash paid for incentive compensation shares relinquished | (127,283) | (287,629) |
Payments to non-controlling interest recorded as long-term liability | (2,500,000) | 0 |
Net cash used in financing activities | (45,891,904) | (28,616,698) |
Net (decrease) increase in cash and cash equivalents | (41,026,386) | 61,739,712 |
Cash and cash equivalents at beginning of period | 128,384,606 | 56,208,902 |
Cash and cash equivalents at end of period | 87,358,220 | 117,948,614 |
Operating Expenses | $ 333,328,936 | $ 485,010,785 |
General Information and Recent
General Information and Recent Events | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Information and Recent Events | GENERAL INFORMATION AND RECENT EVENTS Organization and General The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014. At September 30, 2023, the Company owns three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax drybulk vessels. The Company owns two-thirds of Nordic Bulk Holding Company Ltd. ("NBHC") which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company owns 50% of Nordic Bulk Partners LLC. ("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge. On June 1, 2023, the Company completed the acquisition of port and terminal operations in Fort Lauderdale, Florida and Baltimore, Maryland. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. As of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial statements. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the percentage completion of spot voyages, the establishment of the allowance for credit losses and the estimate of salvage value used in determining vessel depreciation expense. Actual results could differ from those estimates. Concentration of credit risk The Company’s accounts receivable balance includes outstanding receivables from two significant customers. These balances comprise 32% and 31% of accounts receivable, respectively, as of September 30, 2023. Advance hire, prepaid expenses and other current assets Advance hire, prepaid expenses and other current assets were comprised of the following: September 30, 2023 December 31, 2022 (unaudited) Advance hire $ 3,283,793 $ 3,491,835 Prepaid expenses 6,766,441 4,777,648 Accrued receivables 8,325,946 7,721,500 Cash margin on deposit 1,154,720 3,239,947 Derivative assets 8,230,260 4,892,144 Other current assets 3,519,265 4,143,757 $ 31,280,425 $ 28,266,831 Other non-current Assets Other non-current assets were comprised of the following: September 30, 2023 December 31, 2022 Name (unaudited) Intangible Assets - Note 12: Acquisitions $ 2,012,240 $ — Investment in Seamar Management 803,027 598,725 Investment in unconsolidated joint ventures 1,823,898 3,954,605 Investment in Narragansett Bulk Carriers (US) Corp 519,975 234,141 Other investments 913,862 496,656 $ 6,073,002 $ 5,284,127 Accounts payable, accrued expenses and other current liabilities Accounts payable, accrued expenses and other current liabilities were comprised of the following: September 30, 2023 December 31, 2022 (unaudited) Accounts payable $ 9,321,153 $ 9,979,451 Accrued expenses 12,649,770 11,795,973 Bunkers suppliers 4,788,647 6,526,725 Charter hire payable 12,583,093 9,337,941 Other accrued liabilities 3,032,176 914,041 $ 42,374,839 $ 38,554,131 Leases Time charter in contracts The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending September 30, 2023, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months. Time charter out contracts Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. At September 30, 2023, the Company had two vessel chartered to customers under time charters that contained a lease. These two leases varied in original length from 30 days to 32 days. The lease payments due under these arrangements totaled approximately $247,000 and each of the time charters were due to be completed in 10 days or less. At September 30, 2022, the Company had seven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 27 days to 66 days. The lease payments due under this arrangement totaled approximately $2,481,000 and each time charter was due to be completed in 44 days or less. The Company does not have any sales-type or direct financing leases. Office leases The Company has four non-cancelable office and office equipment leases. The resulting lease assets and liabilities are not material. Revenue Recognition In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge. The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch. During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire. In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents Disclosure | CASH AND CASH EQUIVALENTS Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows: September 30, 2023 December 31, 2022 (unaudited) Money market accounts – cash equivalents $ 35,600,618 $ 33,689,361 Time deposit accounts - cash equivalents (1) 17,522,503 46,000,000 Cash (2) 34,235,099 48,695,245 Total cash and cash equivalents $ 87,358,220 $ 128,384,606 (1) It consists of cash deposits at various major banks with interest rates ranging from 5.53% to 5.71%. (2) It consists of cash deposits at various major banks. As of September 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the following subsidiaries: Cash and cash equivalents September 30, 2023 December 31, 2022 (unaudited) Pangaea (1) $ 60,133,750 $ 85,398,332 NBHC (2) 22,119,043 34,718,529 NBP and Deck Barge (3) 5,105,427 8,267,745 Total cash and cash equivalents $ 87,358,220 $ 128,384,606 (1) Held by 100% owned Pangaea consolidated subsidiaries (2) Held by a 67% owned Pangaea consolidated subsidiary (3) Held by a 50% owned Pangaea consolidated subsidiary |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | FIXED ASSETS At September 30, 2023, the Company owned twenty-five dry bulk vessels including eight financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: September 30, December 31, 2023 2022 (unaudited) m/v NORDIC ODYSSEY (1) $ 19,383,416 $ 20,685,092 m/v NORDIC ORION (1) 20,194,064 21,406,429 m/v NORDIC OSHIMA (1) 23,276,725 24,292,108 m/v NORDIC OLYMPIC (1) 23,636,712 24,627,857 m/v NORDIC ODIN (1) 23,740,385 24,726,033 m/v NORDIC OASIS (1) 25,198,632 26,232,723 m/v NORDIC NULUUJAAK (2) (4) 36,445,948 37,518,857 m/v NORDIC QINNGUA (2) (4) 36,370,957 37,428,322 m/v NORDIC SANNGIJUQ (2) (4) 35,967,310 37,000,230 m/v NORDIC SIKU (2) (4) 36,355,781 37,393,171 m/v BULK ENDURANCE 22,170,885 23,106,438 m/v BULK PRUDENCE 26,774,202 — m/v BULK COURAGEOUS (4) 15,293,704 15,755,839 m/v BULK CONCORD (4) 18,707,368 19,394,966 m/v BULK NEWPORT — 10,211,578 m/v BULK FREEDOM 8,091,239 7,464,118 m/v BULK PRIDE 11,439,487 12,174,942 m/v BULK SPIRIT (4) 13,231,805 11,703,170 m/v BULK SACHUEST 16,689,066 17,188,278 m/v BULK INDEPENDENCE 14,034,308 14,879,681 m/v BULK FRIENDSHIP (4) 13,028,179 13,680,578 m/v BULK VALOR 16,602,173 17,106,444 m/v BULK PROMISE 17,132,386 17,619,467 MISS NORA G PEARL (3) 1,932,948 2,268,086 475,697,680 473,864,407 Other fixed assets, net 4,282,536 2,660,345 Total fixed assets, net $ 479,980,216 $ 476,524,752 Right of Use Assets m/v BULK XAYMACA $ 11,988,438 $ 13,082,596 m/v BULK DESTINY 19,031,374 19,814,777 m/v BULK TRIDENT (5) 9,931,643 11,024,196 $ 40,951,455 $ 43,921,569 (1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at September 30, 2023 and December 31, 2022, respectively. (2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at September 30, 2023 and December 31, 2022. (3) Barge is owned by a 50% owned consolidated subsidiary. (4) Refer to Note 6, "Finance Leases" of our Financial Statements for additional information related to the vessels under finance lease. (5) On October 17, 2023, the Company entered into a memorandum of agreement to sell the vessel Bulk Trident (a 2006-built Supramax) for total consideration of $9.8 million. The vessel is expected to deliver to the buyer in December 2023. Long-lived Assets Impairment Considerations The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade. The Company concluded that no triggering event had occurred during the third quarter of 2023, which would require impairment testing. However, during the first quarter of 2023, the Company determined that a triggering event had occurred related to the sale of a vessel, as its carrying value exceeded its fair value. On January 18, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net consideration after brokerage commissions. As a result, we recorded a loss on sale of $1.2 million in the first quarter of 2023. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized. The Company concluded that no triggering event had occurred during the third quarter of 2022, which would require impairment testing. However, during the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for $8.6 million in net consideration after brokerage commissions. As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amounts and as such, no additional loss on impairment was recognized. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Long-term debt consists of the following: September 30, 2023 December 31, 2022 Interest Rate (%) (1) Maturity Date (unaudited) Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) 12,988,115 14,395,409 2.95 % December 2027 Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) 41,000,000 44,600,000 3.38 % June 2027 The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4) Bulk Nordic Six Ltd. - Tranche A (2) 9,299,992 10,099,993 4.39 % May 2024 Bulk Nordic Six Ltd. - Tranche B — 2,070,000 Paid in full in January 10, 2023 Bulk Pride - Tranche C (2) 2,175,000 3,000,000 5.39 % May 2024 Bulk Independence - Tranche E (2) 9,750,000 10,500,000 3.54 % May 2024 Bulk Valor Corp. Loan and Security Agreement (2) 10,426,195 11,424,507 3.29 % June 2028 Bulk Promise Corp. (2) 10,031,408 11,069,630 5.45 % October 2027 Bulk Sachuest (2) 7,928,258 8,500,000 6.19 % October 2029 109 Long Wharf Commercial Term Loan — 374,466 Paid in full in January 24, 2023 Total $ 103,598,968 $ 116,034,005 Less: unamortized issuance costs, net (1,139,710) (1,431,736) $ 102,459,258 $ 114,602,269 Less: current portion (31,505,463) (15,782,530) Secured long-term debt, net $ 70,953,795 $ 98,819,739 (1) As of September 30, 2023. (2) Interest rates on the loan facilities are fixed. (3) The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. (4) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company. The future minimum annual payments under the debt agreements are as follows: Years ending December 31, (unaudited) 2023 (remainder of the year) $ 3,347,491 2024 30,751,725 2025 10,476,019 2026 10,638,024 2027 39,955,014 Thereafter 8,430,695 $ 103,598,968 Financial Covenants Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of September 30, 2023 and December 31, 2022. |
Finance Leases
Finance Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Finance Leases | FINANCE LEASES The Bulk Destiny, Bulk Trident, Bulk Xaymaca, Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq, Nordic Siku and Bulk Concord are classified as finance leases and the leases are secured by the assignment of earnings and insurances and by guarantees of the Company. Minimum lease payments under finance leases are recognized on a straight‑line basis over the term of the lease and the Company will own these vessels at the end of lease term. Refer to the Company's annual report Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 15, 2023 for additional information on these finance leases. Finance lease consists of the following as of September 30, 2023: September 30, 2023 December 31, 2022 Interest Rate (%) (1) Maturity Date (unaudited) Bulk PODS Ltd. $ 5,223,958 $ 6,606,770 5.40 % December 2027 Bulk Trident Ltd. (4) 4,333,088 5,551,836 5.41 % June 2027 Bulk Spirit Ltd. 7,772,135 8,627,604 5.10 % February 2027 Bulk Nordic Five Ltd. (2) 11,988,048 13,142,885 3.92 % April 2028 Bulk Friendship Corp. (2) 8,738,507 9,507,875 5.29 % September 2024 Bulk Nordic Seven LLC (3) 28,885,732 30,100,318 6.80 % May 2036 Bulk Nordic Eight LLC (3) 28,876,928 30,088,514 6.80 % June 2036 Bulk Nordic Nine LLC (3) 28,983,613 30,163,750 6.80 % September 2036 Bulk Nordic Ten LLC (3) 29,103,174 30,276,595 6.80 % November 2036 Bulk Courageous Corp. (2) 9,300,000 10,200,000 3.93 % April 2028 Phoenix Bulk 25 Corp. (2) 12,495,796 13,645,990 4.67 % February 2029 Total $ 175,700,979 $ 187,912,137 Less: unamortized issuance costs, net (2,596,067) (3,033,123) $ 173,104,912 $ 184,879,014 Less: current portion (26,630,754) (16,365,075) Long-term finance lease liabilities, net $ 146,474,158 $ 168,513,939 (1) As of September 30, 2023 including the effect of interest rate cap if any. (2) Interest rates on the loan facilities are fixed. (3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.51%. (4) On October 6, 2023 the Company declared its purchase option on the m/v Bulk Trident lease for approximately $4.6 million. The transaction is expected to close on November 20, 2023. As a result, the remaining balance of the lease has been reclassified as a current portion of finance lease liabilities. The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of September 30, 2023. Year ending December 31, Amount (unaudited) 2023 (remainder of the year) $ 12,302,663 2024 34,974,182 2025 25,360,402 2026 23,876,137 2027 24,796,131 Thereafter 144,419,951 Total minimum lease payments $ 265,729,466 Less imputed interest 90,028,487 Present value of minimum lease payments 175,700,979 Less current portion (26,630,754) Less issuance costs (2,596,067) Long-term portion $ 146,474,158 |
Derivative Instruments and Fair
Derivative Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Instruments and Fair Value Measurements | DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS Forward freight agreements The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. Fuel swap contracts The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. Interest rate cap The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets. The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 09/30/2023 12/31/2022 Balance Sheet Location 9/30/2023 12/31/2022 (unaudited) (unaudited) Margin accounts (1) Other current assets $ 1,154,720 $ 3,239,947 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ — $ — Other current liabilities $ 901,770 $ 164,787 Fuel swap contracts (2) Other current assets $ 2,782,324 $ — Other current liabilities $ — $ 158,926 Interest rate cap (2) Other current assets $ 5,447,936 $ 4,892,144 Other current liabilities $ — $ — (1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy. (2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy. The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures , in order of priority are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts. Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022: Unrealized gain (loss) on derivative instruments Three Months Ended Nine Months Ended Derivative instruments 09/30/2023 9/30/2022 09/30/2023 9/30/2022 (unaudited) (unaudited) Forward freight agreements $ 941,518 $ (3,811,168) $ (736,983) $ (2,749,589) Fuel Swap Contracts 3,430,759 (3,195,080) $ 2,941,250 $ (2,305,795) Interest rate cap 159,635 2,497,490 $ 555,792 $ 4,545,291 Total gain (loss) $ 4,531,912 $ (4,508,758) $ 2,760,059 $ (510,093) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Amounts and notes payable to related parties consist of the following: December 31, 2022 Activity September 30, 2023 (unaudited) Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: Affiliated companies (trade payables) (i) $ 1,643,806 (576,106) $ 1,067,700 Commissions payable (trade payables) (ii) $ — 13,089 $ 13,089 i. Seamar Management S.A. ("Seamar") ii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended September 30, 2023 and 2022, the Company incurred technical management fees of approximately $828,000 and $772,800, respectively, under this arrangement. During the nine months ended September 30, 2023 and 2022, the Company incurred technical management fees of approximately $2,394,990 and $2,370,000, respectively, under this arrangement. During the nine months ended September 30, 2023, the Company paid cash dividends of $5.0 million to a non-controlling interest holder of NBHC. Additionally, a distribution of $2.5 million was made to a non-controlling interest holder of NBP LLC. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 - COMMITMENTS AND CONTINGENCIES Long-term Contracts Accounted for as Operating Leases The Company leases office space for its Copenhagen operations. The lease expires in December 2025, at which time the lease continues on a month to month basis with a non-cancelable period of six months. The Company leases office space for its Singapore operations. In July 2023, the Company renewed its lease for a two year period. At September 30, 2023, the remaining lease term is twenty-three months. For the three months ended September 30, 2023 and 2022, the Company recognized approximately $46,000 as lease expense for office leases in General and Administrative Expenses. For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $148,000 as lease expense for these office leases in General and Administrative Expenses. Legal Proceedings and Claims |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | OTHER LONG-TERM LIABILITIES In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels. The third party contributed additional funding which increased their ownership of NBP to 50% at the time of delivery of the new-build ice class post panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled to, pursuant to the call option, to purchase the third party's interest in NBP beginning anytime after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other. The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku in 2021. Earnings attributable to the third party’s interest in NBP are recorded in Income attributable to Non-controlling interest recorded as long-term liability. The Company paid off the $7.5 million note payable in relation to the acquisition of an additional one-third equity interest in NBHC in September of 2022. NBHC continues to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements. The roll-forward of Other Long-term Liabilities are as follows: 09/30/2023 12/31/2022 (unaudited) Beginning Balance $ 19,974,390 $ 17,806,976 Payments to non-controlling interest recorded as long-term liability (2,500,000) (2,050,000) Earnings attributable to non-controlling interest recorded as other long term liability 1,027,798 6,717,414 Reclassification of deferred consideration related to acquisition of non-controlling interest to other current liabilities — 2,500,000 Payments on other long-term liability — (5,000,000) Ending balance $ 18,502,188 $ 19,974,390 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NET INCOME PER COMMON SHARE The computation of basic net income per share is based on the weighted average number of common shares outstanding for the three months ended September 30, 2023 and 2022. Diluted net income per share gives effect to restricted stock awards. The following table summarizes the calculation of basic and diluted income per share: Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 (unaudited) (unaudited) Net income $ 18,868,291 $ 18,788,414 $ 25,187,098 $ 63,988,812 Weighted Average Shares - Basic 44,775,438 44,415,575 44,754,620 44,386,628 Dilutive effect of restricted stock awards 306,230 224,703 353,419 237,600 Weighted Average Shares - Diluted 45,081,668 44,640,278 45,108,039 44,624,228 Basic net income per share $ 0.42 $ 0.42 $ 0.56 $ 1.44 Diluted net income per share $ 0.42 $ 0.42 $ 0.56 $ 1.43 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 6, 2023, the Company declared its purchase option on the m/v Bulk Trident lease for approximately $4.6 million. The transaction is expected to close on November 20, 2023. As a result, the remaining balance of the lease has been reclassified as a current portion of finance lease liabilities. On October 17, 2023, the Company entered into a memorandum of agreement to sell m/v Bulk Trident for $9.8 million. The vessel is expected to deliver to the buyer in December 2023. On October 20, 2023, the Company paid cash dividends of $4.0 million to a non-controlling interest holder of NBHC. On November 7, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on December 15, 2023, to all shareholders of record as of December 1, 2023. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | ACQUISITIONS On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $7.2 million. On June 1, 2023, the Company completed the acquisition for a total purchase price of $9.3 million including acquired net working capital. Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed: Net working capital, excluding cash $ 1,772,889 Property, plant and equipment 1,844,100 Goodwill 3,104,800 Other intangible assets, net of accumulated amortization of $238,860 as of September 30, 2023 2,012,240 Fair value of net assets acquired, excluding cash and cash equivalents 8,734,029 Cash and cash equivalents 326,888 Fair value of net assets acquired $ 9,060,917 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Pronouncements | Time charter in contracts The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending September 30, 2023, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months. Time charter out contracts Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use. At September 30, 2023, the Company had two vessel chartered to customers under time charters that contained a lease. These two leases varied in original length from 30 days to 32 days. The lease payments due under these arrangements totaled approximately $247,000 and each of the time charters were due to be completed in 10 days or less. At September 30, 2022, the Company had seven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 27 days to 66 days. The lease payments due under this arrangement totaled approximately $2,481,000 and each time charter was due to be completed in 44 days or less. The Company does not have any sales-type or direct financing leases. Office leases The Company has four non-cancelable office and office equipment leases. The resulting lease assets and liabilities are not material. Revenue Recognition In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge. The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch. During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire. In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying generally accepted accounting principles (“GAAP”) to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which clarified that certain optional expedients and exceptions in Topic 848 apply to derivatives that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU No. 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848," which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief under Topic 848. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | Advance hire, prepaid expenses and other current assets were comprised of the following: September 30, 2023 December 31, 2022 (unaudited) Advance hire $ 3,283,793 $ 3,491,835 Prepaid expenses 6,766,441 4,777,648 Accrued receivables 8,325,946 7,721,500 Cash margin on deposit 1,154,720 3,239,947 Derivative assets 8,230,260 4,892,144 Other current assets 3,519,265 4,143,757 $ 31,280,425 $ 28,266,831 |
Equity Method Investments | Other non-current assets were comprised of the following: September 30, 2023 December 31, 2022 Name (unaudited) Intangible Assets - Note 12: Acquisitions $ 2,012,240 $ — Investment in Seamar Management 803,027 598,725 Investment in unconsolidated joint ventures 1,823,898 3,954,605 Investment in Narragansett Bulk Carriers (US) Corp 519,975 234,141 Other investments 913,862 496,656 $ 6,073,002 $ 5,284,127 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable, accrued expenses and other current liabilities were comprised of the following: September 30, 2023 December 31, 2022 (unaudited) Accounts payable $ 9,321,153 $ 9,979,451 Accrued expenses 12,649,770 11,795,973 Bunkers suppliers 4,788,647 6,526,725 Charter hire payable 12,583,093 9,337,941 Other accrued liabilities 3,032,176 914,041 $ 42,374,839 $ 38,554,131 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows: September 30, 2023 December 31, 2022 (unaudited) Money market accounts – cash equivalents $ 35,600,618 $ 33,689,361 Time deposit accounts - cash equivalents (1) 17,522,503 46,000,000 Cash (2) 34,235,099 48,695,245 Total cash and cash equivalents $ 87,358,220 $ 128,384,606 (1) It consists of cash deposits at various major banks with interest rates ranging from 5.53% to 5.71%. (2) It consists of cash deposits at various major banks. As of September 30, 2023 and December 31, 2022, the Company held cash and cash equivalents in the following subsidiaries: Cash and cash equivalents September 30, 2023 December 31, 2022 (unaudited) Pangaea (1) $ 60,133,750 $ 85,398,332 NBHC (2) 22,119,043 34,718,529 NBP and Deck Barge (3) 5,105,427 8,267,745 Total cash and cash equivalents $ 87,358,220 $ 128,384,606 (1) Held by 100% owned Pangaea consolidated subsidiaries (2) Held by a 67% owned Pangaea consolidated subsidiary (3) Held by a 50% owned Pangaea consolidated subsidiary |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property Plant and Equipment Schedule of Significant Acquisitions | The carrying amounts of these vessels, including unamortized drydocking costs, are as follows: September 30, December 31, 2023 2022 (unaudited) m/v NORDIC ODYSSEY (1) $ 19,383,416 $ 20,685,092 m/v NORDIC ORION (1) 20,194,064 21,406,429 m/v NORDIC OSHIMA (1) 23,276,725 24,292,108 m/v NORDIC OLYMPIC (1) 23,636,712 24,627,857 m/v NORDIC ODIN (1) 23,740,385 24,726,033 m/v NORDIC OASIS (1) 25,198,632 26,232,723 m/v NORDIC NULUUJAAK (2) (4) 36,445,948 37,518,857 m/v NORDIC QINNGUA (2) (4) 36,370,957 37,428,322 m/v NORDIC SANNGIJUQ (2) (4) 35,967,310 37,000,230 m/v NORDIC SIKU (2) (4) 36,355,781 37,393,171 m/v BULK ENDURANCE 22,170,885 23,106,438 m/v BULK PRUDENCE 26,774,202 — m/v BULK COURAGEOUS (4) 15,293,704 15,755,839 m/v BULK CONCORD (4) 18,707,368 19,394,966 m/v BULK NEWPORT — 10,211,578 m/v BULK FREEDOM 8,091,239 7,464,118 m/v BULK PRIDE 11,439,487 12,174,942 m/v BULK SPIRIT (4) 13,231,805 11,703,170 m/v BULK SACHUEST 16,689,066 17,188,278 m/v BULK INDEPENDENCE 14,034,308 14,879,681 m/v BULK FRIENDSHIP (4) 13,028,179 13,680,578 m/v BULK VALOR 16,602,173 17,106,444 m/v BULK PROMISE 17,132,386 17,619,467 MISS NORA G PEARL (3) 1,932,948 2,268,086 475,697,680 473,864,407 Other fixed assets, net 4,282,536 2,660,345 Total fixed assets, net $ 479,980,216 $ 476,524,752 Right of Use Assets m/v BULK XAYMACA $ 11,988,438 $ 13,082,596 m/v BULK DESTINY 19,031,374 19,814,777 m/v BULK TRIDENT (5) 9,931,643 11,024,196 $ 40,951,455 $ 43,921,569 (1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at September 30, 2023 and December 31, 2022, respectively. (2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% ownership interest at September 30, 2023 and December 31, 2022. (3) Barge is owned by a 50% owned consolidated subsidiary. (4) Refer to Note 6, "Finance Leases" of our Financial Statements for additional information related to the vessels under finance lease. (5) On October 17, 2023, the Company entered into a memorandum of agreement to sell the vessel Bulk Trident (a 2006-built Supramax) for total consideration of $9.8 million. The vessel is expected to deliver to the buyer in December 2023. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: September 30, 2023 December 31, 2022 Interest Rate (%) (1) Maturity Date (unaudited) Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) 12,988,115 14,395,409 2.95 % December 2027 Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) 41,000,000 44,600,000 3.38 % June 2027 The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (4) Bulk Nordic Six Ltd. - Tranche A (2) 9,299,992 10,099,993 4.39 % May 2024 Bulk Nordic Six Ltd. - Tranche B — 2,070,000 Paid in full in January 10, 2023 Bulk Pride - Tranche C (2) 2,175,000 3,000,000 5.39 % May 2024 Bulk Independence - Tranche E (2) 9,750,000 10,500,000 3.54 % May 2024 Bulk Valor Corp. Loan and Security Agreement (2) 10,426,195 11,424,507 3.29 % June 2028 Bulk Promise Corp. (2) 10,031,408 11,069,630 5.45 % October 2027 Bulk Sachuest (2) 7,928,258 8,500,000 6.19 % October 2029 109 Long Wharf Commercial Term Loan — 374,466 Paid in full in January 24, 2023 Total $ 103,598,968 $ 116,034,005 Less: unamortized issuance costs, net (1,139,710) (1,431,736) $ 102,459,258 $ 114,602,269 Less: current portion (31,505,463) (15,782,530) Secured long-term debt, net $ 70,953,795 $ 98,819,739 (1) As of September 30, 2023. (2) Interest rates on the loan facilities are fixed. (3) The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. (4) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company. |
Schedule of Maturities of Long-term Debt | Years ending December 31, (unaudited) 2023 (remainder of the year) $ 3,347,491 2024 30,751,725 2025 10,476,019 2026 10,638,024 2027 39,955,014 Thereafter 8,430,695 $ 103,598,968 |
Finance Leases (Tables)
Finance Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule Of Finance Leases | Finance lease consists of the following as of September 30, 2023: September 30, 2023 December 31, 2022 Interest Rate (%) (1) Maturity Date (unaudited) Bulk PODS Ltd. $ 5,223,958 $ 6,606,770 5.40 % December 2027 Bulk Trident Ltd. (4) 4,333,088 5,551,836 5.41 % June 2027 Bulk Spirit Ltd. 7,772,135 8,627,604 5.10 % February 2027 Bulk Nordic Five Ltd. (2) 11,988,048 13,142,885 3.92 % April 2028 Bulk Friendship Corp. (2) 8,738,507 9,507,875 5.29 % September 2024 Bulk Nordic Seven LLC (3) 28,885,732 30,100,318 6.80 % May 2036 Bulk Nordic Eight LLC (3) 28,876,928 30,088,514 6.80 % June 2036 Bulk Nordic Nine LLC (3) 28,983,613 30,163,750 6.80 % September 2036 Bulk Nordic Ten LLC (3) 29,103,174 30,276,595 6.80 % November 2036 Bulk Courageous Corp. (2) 9,300,000 10,200,000 3.93 % April 2028 Phoenix Bulk 25 Corp. (2) 12,495,796 13,645,990 4.67 % February 2029 Total $ 175,700,979 $ 187,912,137 Less: unamortized issuance costs, net (2,596,067) (3,033,123) $ 173,104,912 $ 184,879,014 Less: current portion (26,630,754) (16,365,075) Long-term finance lease liabilities, net $ 146,474,158 $ 168,513,939 (1) As of September 30, 2023 including the effect of interest rate cap if any. (2) Interest rates on the loan facilities are fixed. (3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.51%. (4) On October 6, 2023 the Company declared its purchase option on the m/v Bulk Trident lease for approximately $4.6 million. The transaction is expected to close on November 20, 2023. As a result, the remaining balance of the lease has been reclassified as a current portion of finance lease liabilities. |
Schedule of Future Minimum Lease Payments for Leases | The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of September 30, 2023. Year ending December 31, Amount (unaudited) 2023 (remainder of the year) $ 12,302,663 2024 34,974,182 2025 25,360,402 2026 23,876,137 2027 24,796,131 Thereafter 144,419,951 Total minimum lease payments $ 265,729,466 Less imputed interest 90,028,487 Present value of minimum lease payments 175,700,979 Less current portion (26,630,754) Less issuance costs (2,596,067) Long-term portion $ 146,474,158 |
Derivative Instruments and Fa_2
Derivative Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022: Asset Derivative Liability Derivative Derivative instruments Balance Sheet Location 09/30/2023 12/31/2022 Balance Sheet Location 9/30/2023 12/31/2022 (unaudited) (unaudited) Margin accounts (1) Other current assets $ 1,154,720 $ 3,239,947 Other current liabilities $ — $ — Forward freight agreements (2) Other current assets $ — $ — Other current liabilities $ 901,770 $ 164,787 Fuel swap contracts (2) Other current assets $ 2,782,324 $ — Other current liabilities $ — $ 158,926 Interest rate cap (2) Other current assets $ 5,447,936 $ 4,892,144 Other current liabilities $ — $ — (1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy. (2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy. |
Derivative Instruments, Gain (Loss) | The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022: Unrealized gain (loss) on derivative instruments Three Months Ended Nine Months Ended Derivative instruments 09/30/2023 9/30/2022 09/30/2023 9/30/2022 (unaudited) (unaudited) Forward freight agreements $ 941,518 $ (3,811,168) $ (736,983) $ (2,749,589) Fuel Swap Contracts 3,430,759 (3,195,080) $ 2,941,250 $ (2,305,795) Interest rate cap 159,635 2,497,490 $ 555,792 $ 4,545,291 Total gain (loss) $ 4,531,912 $ (4,508,758) $ 2,760,059 $ (510,093) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Amounts and notes payable to related parties consist of the following: December 31, 2022 Activity September 30, 2023 (unaudited) Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: Affiliated companies (trade payables) (i) $ 1,643,806 (576,106) $ 1,067,700 Commissions payable (trade payables) (ii) $ — 13,089 $ 13,089 i. Seamar Management S.A. ("Seamar") ii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Leases | The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of September 30, 2023. Year ending December 31, Amount (unaudited) 2023 (remainder of the year) $ 12,302,663 2024 34,974,182 2025 25,360,402 2026 23,876,137 2027 24,796,131 Thereafter 144,419,951 Total minimum lease payments $ 265,729,466 Less imputed interest 90,028,487 Present value of minimum lease payments 175,700,979 Less current portion (26,630,754) Less issuance costs (2,596,067) Long-term portion $ 146,474,158 |
General Information and Recen_2
General Information and Recent Events (Details) | Sep. 30, 2023 numberOfVessel |
NBHC | |
Property, Plant and Equipment [Line Items] | |
Ownership percentage | 66.67% |
NBHC | Owner of a deck barge | |
Property, Plant and Equipment [Line Items] | |
Ownership percentage | 50% |
NBHC | Nordic Bulk Partners LLC | |
Property, Plant and Equipment [Line Items] | |
Ownership percentage | 50% |
Panamax | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 3 |
Ultramax Ice Class 1C | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 2 |
Supramax | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 9 |
Panamax Ice Class 1A | |
Property, Plant and Equipment [Line Items] | |
Number of vessels | 6 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Advance Hire, Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advance hire | $ 3,283,793 | $ 3,491,835 |
Prepaid expenses | 6,766,441 | 4,777,648 |
Accrued receivables | 8,325,946 | 7,721,500 |
Cash margin on deposit | 1,154,720 | 3,239,947 |
Derivative assets | 8,230,260 | 4,892,144 |
Other current assets | 3,519,265 | 4,143,757 |
Advance hire, prepaid expenses and other current assets | $ 31,280,425 | $ 28,266,831 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts payable | $ 9,321,153 | $ 9,979,451 |
Accrued expenses | 12,649,770 | 11,795,973 |
Bunkers suppliers | 4,788,647 | 6,526,725 |
Accounts Payable, Other | 12,583,093 | 9,337,941 |
Other accrued liabilities | 3,032,176 | 914,041 |
Accounts payable accrued expenses and other current liabilities | $ 42,374,839 | $ 38,554,131 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting - Other Non-current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | $ 6,073,002 | $ 5,284,127 |
Other Intangible Assets, Net | 2,012,240 | 0 |
Other investments | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 913,862 | 496,656 |
Seamar Managements S.A. | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 803,027 | 598,725 |
Pangaea Logistics Solutions (US) LCC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | 1,823,898 | 3,954,605 |
Bay Stevedoring LLC | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments and Other Noncurrent Assets | $ 519,975 | $ 234,141 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) lease numberOfVessel | Sep. 30, 2022 USD ($) numberOfVessel | |
Property, Plant and Equipment [Line Items] | ||
Number of vessels chartered to customers | numberOfVessel | 2 | 7 |
Lease payments | $ | $ 247 | $ 2,481 |
Time charter, term to completion | 10 days | 44 days |
Number of noncancelable office leases | lease | 4 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Vessel lease term | 30 days | 27 days |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Vessel lease term | 32 days |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Money Market Funds, at Carrying Value | $ 35,600,618 | $ 33,689,361 | ||
Time Deposits, at Carrying Value | 17,522,503 | 46,000,000 | ||
Cash | 34,235,099 | 48,695,245 | ||
Cash and cash equivalents | 87,358,220 | 128,384,606 | ||
Cash and Cash Equivalents [Line Items] | ||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 87,358,220 | 128,384,606 | $ 117,948,614 | $ 56,208,902 |
Pangaea | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 85,398,332 | 60,133,750 | ||
NBHC | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | 34,718,529 | 22,119,043 | ||
NBP | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | $ 8,267,745 | $ 5,105,427 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 9 Months Ended | ||||
Jan. 18, 2023 | Apr. 20, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | $ 475,697,680 | $ 473,864,407 | |||
Other fixed assets, net | 4,282,536 | 2,660,345 | |||
Total fixed assets, net | 479,980,216 | 476,524,752 | |||
Right of Use Assets | 40,951,455 | 43,921,569 | |||
Proceeds from sale of vessel | $ 8,900,000 | $ 8,600,000 | 8,037,804 | $ 8,400,000 | |
Loss on Sale of Vessel | 1,200,000 | ||||
Loss on impairment of vessels | 3,000,000 | ||||
Advance Payment for Vessel Purchase [Domain] | 0 | $ (1,710,000) | |||
mv NORDIC ODYSSEY | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 19,383,416 | 20,685,092 | |||
m/v NORDIC ORION | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 20,194,064 | 21,406,429 | |||
m/v NORDIC OSHIMA | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 23,276,725 | 24,292,108 | |||
m/v NORDIC OLYMPIC | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 23,636,712 | 24,627,857 | |||
m/v NORDIC ODIN | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 23,740,385 | 24,726,033 | |||
mv Nordic Bulk Oasis | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 25,198,632 | 26,232,723 | |||
Nordic Nuluujaak | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 36,445,948 | 37,518,857 | |||
Nordic Qinngua | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 36,370,957 | 37,428,322 | |||
NORDIC SANNGIJUQ | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 35,967,310 | 37,000,230 | |||
Nordic Nukilik | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 36,355,781 | 37,393,171 | |||
mv BULK ENDURANCE | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 22,170,885 | 23,106,438 | |||
mv BULK COURADEOUS | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 15,293,704 | 15,755,839 | |||
mv BULK Concord | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 18,707,368 | 19,394,966 | |||
mv BULK NEWPORT | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 0 | 10,211,578 | |||
m/v BULK FREEDOM | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 8,091,239 | 7,464,118 | |||
m/v BULK PRIDE | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 11,439,487 | 12,174,942 | |||
BULK Spirit | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 13,231,805 | 11,703,170 | |||
mv BULK SACHUEST | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 16,689,066 | 17,188,278 | |||
Mv BULK Independence | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 14,034,308 | 14,879,681 | |||
Bulk Friendship | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 13,028,179 | 13,680,578 | |||
Bulk Valor | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 16,602,173 | 17,106,444 | |||
mv BULK PROMISE | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 17,132,386 | 17,619,467 | |||
MISS NORA G PEARL | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | 1,932,948 | 2,268,086 | |||
m/v BULK XAYMACA | |||||
Property, Plant and Equipment [Line Items] | |||||
Right of Use Assets | 11,988,438 | 13,082,596 | |||
m/v BULK DESTINY | |||||
Property, Plant and Equipment [Line Items] | |||||
Right of Use Assets | 19,031,374 | 19,814,777 | |||
mv BULK TRIDENT | |||||
Property, Plant and Equipment [Line Items] | |||||
Right of Use Assets | 9,931,643 | 11,024,196 | |||
m/v Bulk Prudence | |||||
Property, Plant and Equipment [Line Items] | |||||
Vessels and vessel improvements, gross | $ 26,774,202 | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 103,598,968 | $ 116,034,005 |
Less: unamortized debt issuance and bank fees | (1,139,710) | (1,431,736) |
Long-term Debt | 102,459,258 | 114,602,269 |
Less: current portion | (31,505,463) | (15,782,530) |
Secured long-term debt | $ 70,953,795 | 98,819,739 |
NBHC | ||
Debt Instrument [Line Items] | ||
Ownership percentage | 66.67% | |
NBHC | STST | ||
Debt Instrument [Line Items] | ||
Noncontrolling interest, ownership percentage | 33.33% | |
Bulk Nordic Six Ltd. - Tranche A (2) | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 9,299,992 | 10,099,993 |
Bulk Nordic Six Ltd. - Tranche B | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 2,070,000 |
Bulk Pride - Tranche C (2) | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 2,175,000 | 3,000,000 |
Bulk Independence - Tranche E (2) | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 9,750,000 | 10,500,000 |
Bulk Valor Corp Loan Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 10,426,195 | 11,424,507 |
Interest rate, stated percentage | 3.29% | |
Bulk Promise Corp Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 10,031,408 | 11,069,630 |
Interest rate, stated percentage | 5.45% | |
Bulk Sachuest Loan and Security Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 7,928,258 | 8,500,000 |
Interest rate, stated percentage | 6.19% | |
109 Long Wharf Commercial Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | 374,466 |
Interest rate, stated percentage | ||
Period one | Tranche A | Bulk Nordic Six Ltd. - Tranche A (2) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.39% | |
Period one | Tranche B | Bulk Nordic Six Ltd. - Tranche B | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | ||
Period one | Tranche C | Bulk Pride - Tranche C (2) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.39% | |
Period one | Tranche E | Bulk Independence - Tranche E (2) | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.54% | |
Secured Debt | Bulk Nordic Oasis Ltd. Loan Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 12,988,115 | 14,395,409 |
Interest rate, stated percentage | 2.95% | |
Secured Debt | Bulk Nordic Oshima, Bulk Nordic Odin, Nordic Olympic, Nordic Oasis | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 41,000,000 | $ 44,600,000 |
Interest rate, stated percentage | 3.38% |
Debt - Future Minimum Annual Pa
Debt - Future Minimum Annual Payments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 (remainder of the year) | $ 3,347,491 | |
Long-Term Debt, Maturity, Year One | 30,751,725 | |
Long-Term Debt, Maturity, Year Two | 10,476,019 | |
Long-Term Debt, Maturity, Year Three | 10,638,024 | |
Long-Term Debt, Maturity, Year Four | 39,955,014 | |
Thereafter | 8,430,695 | |
Long-term Debt | $ 103,598,968 | $ 116,034,005 |
Finance Leases - Schedule Of Fi
Finance Leases - Schedule Of Finance Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Lessee, Lease, Description [Line Items] | |||
Total | $ 175,700,979 | $ 187,912,137 | |
Less: unamortized issuance costs, net | (2,596,067) | (3,033,123) | |
Total less unamortized issuance costs | 173,104,912 | 184,879,014 | |
Less: current portion | (26,630,754) | $ (16,365,075) | (16,365,075) |
Long-term finance lease liabilities, net | $ 146,474,158 | $ 168,513,939 | 168,513,939 |
Interest rate cap | |||
Lessee, Lease, Description [Line Items] | |||
Interest rate cap | 3.51% | ||
Bulk PODS Ltd., December 2027 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 5,223,958 | 6,606,770 | |
Interest Rate | 5.40% | ||
Bulk Trident Ltd., June 2027 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 4,333,088 | 5,551,836 | |
Interest Rate | 5.41% | ||
Bulk Spirit Ltd., February 2027 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 7,772,135 | 8,627,604 | |
Interest Rate | 5.10% | ||
Bulk Nordic Five Ltd., April 2028 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 11,988,048 | 13,142,885 | |
Interest Rate | 3.92% | ||
Bulk Friendship Corp., September 2024 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 8,738,507 | 9,507,875 | |
Interest Rate | 5.29% | ||
Bulk Nordic Seven LLC, May 2036 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 28,885,732 | 30,100,318 | |
Interest Rate | 6.80% | ||
Bulk Nordic Eight LLC, June 2036 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 28,876,928 | 30,088,514 | |
Interest Rate | 6.80% | ||
Bulk Nordic Nine LLC, September 2036 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 28,983,613 | 30,163,750 | |
Interest Rate | 6.80% | ||
Bulk Nordic Ten LLC, November 2036 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 29,103,174 | 30,276,595 | |
Interest Rate | 6.80% | ||
Bulk Courageous Corp., April 2028 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 9,300,000 | 10,200,000 | |
Interest Rate | 3.93% | ||
Bulk Courageous Corp., February 2029 | |||
Lessee, Lease, Description [Line Items] | |||
Total | $ 12,495,796 | $ 13,645,990 | |
Interest Rate | 4.67% |
Finance Leases - Schedule of Fu
Finance Leases - Schedule of Future Minimum Lease Payments for Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Leases [Abstract] | |||
2023 (remainder of the year) | $ 12,302,663 | ||
2024 | 34,974,182 | ||
2025 | 25,360,402 | ||
2026 | 23,876,137 | ||
2027 | 24,796,131 | ||
Thereafter | 144,419,951 | ||
Total minimum lease payments | 265,729,466 | ||
Less: unamortized issuance costs, net | (90,028,487) | ||
Total | 175,700,979 | $ 187,912,137 | |
Less: current portion | (26,630,754) | $ (16,365,075) | (16,365,075) |
Less issuance costs | 2,596,067 | 3,033,123 | |
Long-term portion | $ 146,474,158 | $ 168,513,939 | $ 168,513,939 |
Derivative Instruments and Fa_3
Derivative Instruments and Fair Value Measurements - Schedule of Derivative Instruments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Liability Derivative | $ 4,788,647 | $ 6,526,725 |
Margin accounts | Fair Value, Inputs, Level 1 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 1,154,720 | 3,239,947 |
Liability Derivative | 0 | 0 |
Forward freight agreements | Fair Value, Inputs, Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 0 | 0 |
Liability Derivative | 901,770 | 164,787 |
Fuel swap contracts | Fair Value, Inputs, Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 2,782,324 | 0 |
Liability Derivative | 158,926 | |
Interest rate cap | Fair Value, Inputs, Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivative | 5,447,936 | 4,892,144 |
Liability Derivative | $ 0 | $ 0 |
Derivative Instruments and Fa_4
Derivative Instruments and Fair Value Measurements - Unrealized Gain (Loss) on Derivative Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivative instruments, net | $ 4,531,912 | $ (4,508,758) | $ 2,760,059 | $ (510,093) |
Forward Contracts [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative gain (loss) | 3,430,759 | (3,195,080) | 2,941,250 | (2,305,795) |
Forward freight agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivative instruments, net | 941,518 | (3,811,168) | (736,983) | (2,749,589) |
Interest rate cap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on derivative instruments, net | $ 159,635 | $ 2,497,490 | $ 555,792 | $ 4,545,291 |
Related Party Transactions - Am
Related Party Transactions - Amounts and Notes Payable to Related Parties (Details) - Related Party | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Affiliated companies (trade payables) | Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets | |
Schedule of Related Party Payables | |
Beginning of period | $ 1,643,806 |
Activity | (576,106) |
End of period | 1,067,700 |
Loan Payable To Founders | Included in current related party debt on the consolidated balance sheets | Loans payable | |
Schedule of Related Party Payables | |
Beginning of period | 0 |
Activity | 13,089 |
End of period | $ 13,089 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||
Technical management fees | $ 828,000 | |
Dividends | $ 5,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | |||
Business combination, consideration transferred | $ 9,060,917 | ||
Noncancelable period | 6 months | ||
Lease expense | $ 46,000 | $ 46,000 | |
Singapore | |||
Commitments and Contingencies [Line Items] | |||
Lease payable | 23 months | 23 months |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | ||||||
Other liabilities, noncurrent | $ 18,502,188 | $ 19,974,390 | $ 17,806,976 | |||
Payments to non-controlling interest recorded as long-term liability | (2,500,000) | $ 0 | (2,050,000) | |||
Earnings attributable to non-controlling interest recorded as other long term liability | 1,027,798 | 5,961,851 | 6,717,414 | |||
Business Combination, Deferred Consideration Transferred, Non-Controlling Interest | 0 | 2,500,000 | ||||
Repayments of Other Long-term Debt | 0 | $ (5,000,000) | (5,000,000) | |||
Other Liabilities, Noncurrent | $ 18,502,188 | $ 19,974,390 | ||||
Nordic Bulk Holding Company Ltd. | ||||||
Variable Interest Entity [Line Items] | ||||||
Deferred consideration | $ 7,500,000 | |||||
Nordic Bulk Partners LLC. | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership percentage | 75% | |||||
Nordic Bulk Partners LLC. | Third-Party | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership percentage | 25% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ 18,868,291 | $ 18,788,414 | $ 25,187,098 | $ 63,988,812 |
Basic (in shares) | 44,775,438 | 44,415,575 | 44,754,620 | 44,386,628 |
Weighted Average Number of Shares Outstanding, Diluted, Adjustment | 306,230 | 224,703 | 353,419 | 237,600 |
Diluted (in shares) | 45,081,668 | 44,640,278 | 45,108,039 | 44,624,228 |
Basic (in dollars per share) | $ 0.42 | $ 0.42 | $ 0.56 | $ 1.44 |
Diluted (in dollars per share) | $ 0.42 | $ 0.42 | $ 0.56 | $ 1.43 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 07, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Dividends Payable, Amount Per Share | $ 0.10 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 1,844,100 | |
Goodwill | 3,104,800 | $ 0 |
Other Intangible Assets, Net | 2,012,240 | $ 0 |
Fair Value of Assets Acquired | 8,734,029 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 326,888 | |
Business combination, consideration transferred | 9,060,917 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 1,772,889 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 238,860 |