Pangaea Logistics Solutions Ltd.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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Sep 30, 2025 · Filed Nov 10, 2025
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Notes to Consolidated Financial Statements (unaudited)
Note 1 - General Information and Recent Events
Organization and General
The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.
As of September 30, 2025, the Company's owned fleet consisted ofthree Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax, four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. In addition, the Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet ofsix Panamax Ice Class 1A drybulk vessels.
The Company also holds a 50% equity interest in the owner of a deck barge and operates port and terminal facilities in Florida, Maryland, and Texas. On July 31, 2025, the Company purchased the remaining 49% equity interest in Seamar Management S.A. for $2.7 million in cash, increasing the Company’s ownership to 100%. Because the Company controlled Seamar before and after the transaction, the purchase of the non-controlling interest was accounted for as an equity transaction in accordance with ASC 810; no gain or loss was recognized in earnings and no step-up of Seamar’s assets or liabilities was recorded. The difference between the cash consideration and the carrying amount of the non-controlling interest at the acquisition date was recognized in additional paid-in capital.
Note 2 - Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete condense financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.
Concentration of credit risk
The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 34% of accounts receivable as of September 30, 2025.
Advance hire, prepaid expenses and other current assets
Advance hire, prepaid expenses and other current assets were comprised of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Advance hire | $3,169,164 | $3,348,104 |
| Prepaid expenses | 7,477,238 | 9,517,482 |
| Accrued receivables | 13,447,968 | 7,352,376 |
| Cash margin on deposit | 171,142 | 3,268,455 |
| Derivative assets | 656,374 | 2,047,196 |
| Other current assets | 5,336,969 | 4,435,739 |
| $30,258,855 | $29,969,352 |
Goodwill
We conducted our annual qualitative assessment of goodwill as of June 1, 2025, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of September 30, 2025, no events or changes in circumstances occurred that would necessitate a further impairment review.
Other non-current assets
Other non-current assets were comprised of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Intangible Assets, net of accumulated amortization of $1,573,310 and $1,242,431 as of September 30, 2025 and December 31, 2024, respectively (1) | $677,791 | $1,008,669 |
| Investment in Seamar Management (2) | — | 236,219 |
| Investment in Bay Stevedoring LLC | 1,639,455 | 1,894,927 |
| Investment in Narragansett Bulk Carriers (US) Corp | 519,975 | 519,975 |
| Other investments | 1,960,916 | 1,100,739 |
| $4,798,137 | $4,760,529 |
(1) Intangible assets consist primarily of customer contracts and a non-compete agreement acquired in prior periods, which are being amortized over estimated useful lives ranging from
2 to 5 years. No new intangible assets were recognized during the three and nine months ended September 30, 2025.
(2)The Company consolidated Seamar Management in the second quarter of 2025, as a result of the consolidation, the investment balance was eliminated.
The Company recognized earnings from equity method investments during the three and nine months ended September 30, 2025; the Company received $3.1 million from these investees during the period.
Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts payable | $18,875,307 | $13,636,272 |
| Accrued expenses | 18,161,910 | 11,530,275 |
| Bunkers suppliers | 10,537,154 | 7,700,506 |
| Charter hire payable | 13,211,767 | 10,420,101 |
| Other accrued liabilities | 3,453,983 | 3,294,413 |
| $64,240,121 | $46,581,567 |
The amounts previously reported for the twelve months ended as of December 31, 2024, have been retrospectively recast to reflect the reclassifications of related party payables, operating lease liabilities, and accounts payable.
Leases
Time charter in contracts
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending September 30, 2025, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.
Time charter out contracts
Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
At September 30, 2025, the Company hadseven vessels chartered to customers under time charters that contained a lease. These seven leases varied in original length from 34 days to 195 days. The total lease payments due under these arrangements were approximately $6,522,000, all of which is expected to be received within the next 183 days days. The Company expects to recognize this revenue as follows:
| Period | Expected Revenue |
|---|---|
| Remaining 2025 | $4,750,115 |
| 2026 | 1,772,250 |
| Total | $6,522,365 |
All time charters are scheduled to be completed within 183 days, and no lease payments extend beyond March 2026.
At September 30, 2024, the Company hadfour vessels chartered to customers under time charters that included a lease. These four leases varied in original length from 35 days to 123 days. The lease payments due under these arrangements were approximately $1,302,000, all of which was received within the 35 days following September 30, 2024.
The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.
The Company does not have any sales-type or direct financing leases.
The Company hasfive non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
Revenue Recognition
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.
During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.
In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.
The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has elected not to disclose the amount of remaining performance obligations for these contracts. As of September 30, 2025, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.
Deferred Revenue
All deferred revenue recorded on the consolidated balance sheets as of December 31, 2024, was recognized during the nine months ended September 30, 2025.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require enhanced disclosures related to the rate reconciliation and income taxes paid, among other items. The standard became effective for the Company on January 1, 2025. The Company adopted the standard in the first quarter of 2025 and determined that it did not have a material impact on its consolidated financial statement disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.
In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Share-Based Payment Arrangements with Customers. This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326). The amendments provide a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606. The standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. The amendments are to be applied prospectively. The Company is evaluating whether it will elect the practical expedient and the potential impact of ASU 2025-05 on its consolidated financial statements and disclosures.
Note 3 - Cash, Cash Equivalents and Restricted Cash
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, 2025 | December 31, 2024 | |
|---|---|---|
| Money market accounts – cash equivalents | $31,156,184 | $33,239,201 |
| Time deposit accounts - cash equivalents | — | 10,204,382 |
| Cash (1) | 62,864,189 | 43,361,887 |
| Restricted cash (2) | 269,610 | — |
| Total cash, cash equivalents and restricted cash | $94,289,983 | $86,805,470 |
(1) It consists of cash deposits at various major banks.
(2) Restricted cash consists of amounts required to be maintained under the Company’s insurance arrangements and is not available for
general corporate purposes.
As of September 30, 2025 and December 31, 2024, the Company held cash and cash equivalents in the following subsidiaries:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Pangaea (1) | $88,444,048 | $73,909,070 |
| NBHC (2) | 5,258,303 | 12,063,063 |
| Deck Barge (3) | 587,632 | 833,337 |
| Total cash, cash equivalents and restricted cash | $94,289,983 | $86,805,470 |
(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.
Note 4 - Fixed Assets
As of September 30, 2025, the Company’s fleet consisted of forty dry bulk vessels, twenty-two of which were financed under finance lease obligations, and one barge. The carrying values of the Company’s vessels, including unamortized drydocking costs, are summarized below. The amounts presented do not include any vessels classified as held for sale as of September 30, 2025.
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| m/v Nordic Odyssey (1) | $17,239,144 | $17,181,472 |
| m/v Nordic Orion (1) | 17,025,137 | 18,144,065 |
| m/v Nordic Oshima (1) | 21,981,487 | 23,105,684 |
| m/v Nordic Olympic (1) | 22,814,655 | 22,089,187 |
| m/v Nordic Odin (1) | 22,978,631 | 21,979,872 |
| m/v Nordic Oasis (1) | 22,503,624 | 23,436,017 |
| m/v Nordic Nuluujaak | 33,626,132 | 34,667,055 |
| m/v Nordic Qinngua | 33,628,118 | 34,654,787 |
| m/v Nordic Sanngijuq | 33,288,586 | 34,290,887 |
| m/v Nordic Siku | 33,665,281 | 34,672,061 |
| m/v Bulk Endurance | 19,703,725 | 20,616,061 |
| m/v Bulk Prudence | 25,832,474 | 26,743,876 |
| m/v Bulk Courageous | 15,544,778 | 16,027,958 |
| m/v Bulk Concord | 17,182,303 | 18,510,983 |
| m/v Bulk Freedom (4) | — | 7,325,595 |
| m/v Bulk Pride | 10,394,948 | 10,677,950 |
| m/v Bulk Spirit | 11,205,522 | 11,960,593 |
| m/v Bulk Sachuest | 15,202,284 | 15,677,788 |
| m/v Bulk Independence | 13,141,405 | 12,622,265 |
| m/v Bulk Friendship | 11,304,336 | 11,956,736 |
| m/v Bulk Valor | 16,881,962 | 15,726,225 |
| m/v Bulk Promise | 17,433,103 | 16,344,110 |
| m/v Bulk Brenton | 27,373,146 | 28,256,449 |
| m/v Bulk Patience | 27,359,128 | 28,239,587 |
| m/v Strategic Fortitude | 17,583,311 | 16,874,348 |
| m/v Strategic Resolve | 15,136,858 | 14,606,291 |
| m/v Strategic Explorer | 14,821,973 | 14,606,291 |
| m/v Strategic Entity | 15,229,649 | 14,606,291 |
| m/v Strategic Synergy | 13,641,291 | 14,061,957 |
| m/v Strategic Alliance | 13,640,255 | 14,061,957 |
| m/v Strategic Unity | 13,642,109 | 14,061,957 |
| m/v Strategic Harmony | 13,641,447 | 14,061,957 |
| m/v Strategic Equity | 13,641,896 | 14,061,957 |
| m/v Strategic Venture | 13,642,501 | 14,061,957 |
| m/v Strategic Savannah | 11,095,792 | 11,431,010 |
| m/v Strategic Spirit | 10,711,560 | 11,068,121 |
| m/v Strategic Vision | 10,710,300 | 11,068,121 |
| m/v Strategic Tenacity | 10,362,046 | 10,705,232 |
| m/v Strategic Endeavor (3) | — | 7,711,396 |
| Miss Nora G Pearl (2) | 1,597,197 | 1,597,197 |
| 676,408,094 | 703,553,303 | |
| Other fixed assets, net | 7,536,451 | 4,273,025 |
| Total fixed assets, net | $683,944,545 | $707,826,328 |
| Right of Use Assets | ||
| m/v Bulk Xaymaca | $10,440,640 | $11,042,061 |
| m/v Bulk Destiny | 16,965,140 | 17,729,470 |
| $27,405,780 | $28,771,531 | |
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at September 30, 2025 and December 31, 2024, respectively.
(2) Barge is owned by a 50% owned consolidated subsidiary at September 30, 2025 and December 31, 2024, respectively.
(3)The Strategic Endeavor was sold in July 2025.
(4)As of September 30, 2025, the Company classified the M/V Bulk Freedom, as held for sale in accordance with ASC 360. Management had committed to a plan to sell the vessel, and the criteria for held-for-sale classification were met. The vessel is presented separately on the balance sheet under “Vessel held for sale.” On October 18, 2025, the Company entered into a memorandum of agreement to sell the M/V Bulk Freedom for $9.6 million. The estimated gain on sale is approximately $2.8 million, and delivery to the buyer is expected during the fourth quarter of 2025. See Note 14 – Subsequent Events for additional details.
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 nine months ended September 30, 2025 and 2024 that would require impairment testing.
Note 5 -Debt
As of September 30, 2025 and December 31, 2024, the Company’s outstanding long-term debt consists of the following:
| September 30, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |
|---|---|---|---|---|
| Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) | 9,080,076 | 10,572,576 | 2.95% | December 30, 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) | 31,400,000 | 35,000,000 | 3.38% | June 1, 2027 |
| $50 million Senior Secured Term Loan Facility - Dated August 14, 2024 (4) | 43,432,133 | 46,966,266 | 6.81% | May 2029 |
| Bulk Valor Corp. Loan and Security Agreement (2) | 7,641,202 | 8,707,180 | 3.29% | June 2028 |
| Bulk Promise Corp. (2) | 7,262,816 | 8,301,038 | 5.45% | October 2027 |
| Bulk Sachuest (2) | 6,272,935 | 6,918,957 | 6.19% | October 2029 |
| Bulk Prudence | 13,812,000 | 14,853,000 | 6.25% | July 2029 |
| Total | $118,901,162 | $131,319,017 | ||
| Less: unamortized issuance costs | (1,520,415) | (2,022,277) | ||
| $117,380,747 | $129,296,740 | |||
| Less: current portion | (16,696,990) | (16,576,195) | ||
| Secured long-term debt, net | $100,683,757 | $112,720,545 | ||
(1)As of September 30, 2025.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.
The future minimum payments under the debt agreements are as follows:
| Years ending December 31, | |
|---|---|
| 2025 (remainder of the year) | $5,737,739 |
| 2026 | 22,451,374 |
| 2027 | 50,587,634 |
| 2028 | 14,514,781 |
| 2029 | 42,042,474 |
| Less: Amount representing interest | (16,432,840) |
| Less: Unamortized Debt Issuance Costs | (1,520,415) |
| Less: current portion | (16,696,990) |
| Secured long-term debt, net | $100,683,757 |
Financial Covenants
All the loan terms and key financial covenants for all outstanding debt as of December 31, 2024, remain unchanged as of September 30, 2025. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of September 30, 2025 and December 31, 2024.
Financing Obligations Recognized in Failed Sale Leaseback Transactions
The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.
As of September 30, 2025 and December 31, 2024, the Company’s financing obligation consists of the following:
| September 30, 2025 · December 31, 2024 · Interest Rate (%) (1) · Maturity Date | |||||||
|---|---|---|---|---|---|---|---|
| Bulk Spirit Ltd. | 5,490,885 | 6,346,354 | 6.13% | February 2027 | |||
| Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 2024 | 7,350,000 | 7,800,000 | 6.22% | August 2029 | |||
| Bulk Nordic Seven LLC (3) | 25,528,939 | 26,821,468 | 7.06% | May 2036 | |||
| Bulk Nordic Eight LLC (3) | 25,521,119 | 26,813,297 | 7.06% | June 2036 | |||
| Bulk Nordic Nine LLC (3) | 25,723,604 | 26,978,978 | 7.06% | September 2036 | |||
| Bulk Nordic Ten LLC (3) | 25,854,793 | 27,105,743 | 7.06% | November 2036 | |||
| Bulk Courageous Corp. (2) | 6,900,000 | 7,800,000 | 3.93% | April 2028 | |||
| Phoenix Bulk 25 Corp. (2) | 9,205,491 | 10,468,772 | 4.67% | February 2029 | |||
| Bulk Independence | 7,375,000 | 8,500,000 | 6.19% | December 2028 | |||
| Bulk Pride | 7,375,000 | 8,500,000 | 6.19% | December 2028 | |||
| Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2) | 28,624,110 | 30,640,920 | 5.52% | June 2029 | |||
| SBC Equity Pte. Ltd. | 9,731,484 | 10,441,619 | 6.19% | August 2031 | |||
| SBC Explorer LLC | 8,520,819 | 9,354,155 | 6.13% | March 2030 | |||
| RHI Fortitude Pte. Ltd. | 9,700,000 | 10,600,000 | 6.16% | January 2031 | |||
| SBC Harmony Pte. Ltd. | 9,880,000 | 10,960,000 | 6.26% | August 2031 | |||
| RHI Savannah Pte. Ltd. | 8,580,000 | 9,390,000 | 6.32% | September 2029 | |||
| RHI Tenacity Pte. Ltd. (2) | 8,690,585 | 9,438,688 | 2.31% | April 2027 | |||
| SBC Venture Pte. Ltd. | 8,311,398 | 9,223,910 | 6.26% | July 2031 | |||
| SBC Spirit Pte. Ltd. | 8,810,000 | — | 6.13% | July 2032 | |||
| SBC Vision Pte. Ltd. | 9,000,000 | — | 6.26% | June 2030 | |||
| Total | $256,173,227 | $257,183,904 | |||||
| Less: unamortized issuance costs, net | (2,087,221) | (2,387,007) | |||||
| 254,086,006 | 254,796,897 | ||||||
| Less: current portion | (27,746,924) | (25,267,105) | |||||
| Financing Obligations, net | $226,339,082 | $229,529,792 | |||||
(1)As of September 30, 2025 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2024, remain unchanged as of September 30, 2025. The Company was in compliance with all financial covenants as September 30, 2025 and December 31, 2024. All outstanding financing obligations are secured by the respective underlying assets.
| Year ending December 31, | |
|---|---|
| 2025 (remainder of the year) | $11,675,097 |
| 2026 | 44,043,965 |
| 2027 | 51,563,599 |
| 2028 | 46,552,824 |
| 2029 | 58,972,694 |
| Thereafter | 124,108,967 |
| Total Present Value of Minimum Payments | 336,917,146 |
| Less: Amount representing interest | (80,743,919) |
| Present value of minimum payments | 256,173,227 |
| Less: Issuance costs | (2,087,221) |
| Present value of minimum payments, net | 254,086,006 |
| Less: Current portion of financing obligations | (27,746,924) |
| Non-current portion of financing obligations | $226,339,082 |
Note 6 -Finance Leases
At September 30, 2025, the Company’s fleet included two vessels, Bulk Xaymaca and Bulk Destiny, which were financed through sale and leaseback arrangements and accounted for as finance leases in accordance with ASC 840. Bulk Xaymaca is leased under the Bulk PODS Ltd. facility, and Bulk Destiny is leased under the Bulk Nordic Five Ltd. facility.
Finance leases consist of the following as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | Interest Rate (%) | Maturity Date | |
|---|---|---|---|---|
| Finance Leases: | ||||
| Bulk PODS Ltd. | $1,536,457 | $2,919,270 | 6.02% | December 2027 |
| Bulk Nordic Five Ltd. (2) | 9,700,000 | 10,450,000 | 3.97% | April 2028 |
| Total | $11,236,457 | $13,369,270 | ||
| Less: unamortized issuance costs, net | (62,588) | (91,222) | ||
| $11,173,869 | $13,278,048 | |||
| Less: current portion | (2,536,458) | (2,843,750) | ||
| Long-term finance lease liabilities, net | $8,637,411 | $10,434,298 | ||
(1)Interest rates on the loan facilities are fixed.
The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of September 30, 2025.
| Year ending December 31, | Amount |
|---|---|
| 2025 (remainder of the year) | $874,280 |
| 2026 | 2,549,340 |
| 2027 | 1,320,923 |
| 2028 | 7,595,976 |
| Total minimum lease payments | 12,340,519 |
| Less imputed interest | (1,104,062) |
| Present value of minimum lease payments | 11,236,457 |
| Less current portion | (2,536,458) |
| Less issuance costs | (62,588) |
| Long-term portion | $8,637,411 |
Note 7 -Derivative Instruments and Fair Value Measurements
Forward freight agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel swap contracts
The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:
| Asset Derivative | Liability Derivative | |||||
|---|---|---|---|---|---|---|
| Derivative instruments | Balance Sheet Location | 09/30/2025 | 12/31/2024 | Balance Sheet Location | 09/30/2025 | 12/31/2024 |
| Margin accounts (1) | Other current assets | $171,142 | $3,268,455 | Other current liabilities | $— | $— |
| Forward freight agreements (2) | Other current assets | $— | $— | Other current liabilities | $90,157 | $1,045,395 |
| Fuel swap contracts (2) | Other current assets | $— | $— | Other current liabilities | $327,776 | $137,992 |
| Interest rate cap (2) | Other current assets | $656,374 | $1,873,430 | 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, 2025 and 2024:
| Unrealized gain (loss) on derivative instruments | ||||
|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||
| Derivative instruments | 09/30/2025 | 9/30/2024 | 09/30/2025 | 9/30/2024 |
| Forward freight agreements | $1,273,705 | $(712,929) | $955,238 | $1,095,936 |
| Fuel Swap Contracts | (241,029) | (3,253,659) | $(189,784) | $(1,142,426) |
| Interest rate cap | (366,886) | (1,994,636) | $(1,217,056) | $(1,757,898) |
| Total gain (loss) | $665,790 | $(5,961,224) | $(451,602) | $(1,804,388) |
Note 8 -Related Party Transactions
Notes payable to related parties consist of the following:
| December 31, 2024 | Activity | September 30, 2025 | |
|---|---|---|---|
| Included in Affiliated Companies payable on the consolidated balance sheets: | |||
| Seamar Management S.A. (i) | $1,181,015 | $(1,181,015) | $— |
| MTM Ship Management (“MTM”) (ii) | $(3,789,859) | 4,015,782 | $225,923 |
| Commissions payable (iii) | $— | 46,993 | $46,993 |
i. Seamar Management S.A. ("Seamar"): In the second quarter of 2025, the Company consolidated Seamar Management. Accordingly, the intercompany payable balance was eliminated upon consolidation.
ii. As of September 30, 2025, the Company had a payable balance to MTM Ship Management. As of December 31, 2024, the Company had a prepaid balance and this amount was included within “Advance hire, prepaid expenses and other current assets” in the consolidated balance sheet and was recognized in the consolidated statements of income.
iii. Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors.
The Company has a technical management agreement with MTM Ship Management (“MTM”), under which MTM serves as the technical manager for certain vessels within the merged entity’s fleet. Pursuant to the agreement, MTM provides services including vessel maintenance, crew management, procurement, and regulatory compliance. During the three months ended September 30, 2025, the Company incurred technical management fees of approximately $533,560. For the nine months ended September 30, 2025, the Company incurred technical management fees of approximately $1,658,560 under this arrangement.
Note 9 -Commitments and Contingencies
Long-term Contracts Accounted for as Operating Leases
The Company has operating leases for office facilities in various locations. These leases generally have remaining terms ranging from 12 months to 63 months, some of which include options to extend or terminate. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. The weighted-average remaining lease term:3.11 years.
The following table summarizes the Company’s office lease commitments as of September 30, 2025.
| Location · Remaining lease Term (as of September 30, 2025) · Monthly Rent · Undiscounted Payments | ||||
|---|---|---|---|---|
| Copenhagen, Denmark | 15 months | $10,240 | $153,601 | |
| Singapore | 14 months | $6,162 | 86,268 | |
| Connecticut, U.S. | 63 months | $6,771 | 426,573 | |
| Greece | 12 months | $13,711 | 164,531 | |
| Total | $830,973 | |||
For the three months ended September 30, 2025 and 2024, the Company recognized approximately$111,000 and $50,000, respectively, as lease expense for office leases in General and Administrative Expenses.
For thenine months ended September 30, 2025 and 2024, the Company recognized approximately$332,000 and $148,000, respectively, as lease expense for office leases in General and Administrative Expenses.
As of September 30, 2025, future minimum rentals under all of our operating leases are as follows:
| Year ending December 31, | Amount |
|---|---|
| 2025 (remaining) | $110,652 |
| 2026 | 395,313 |
| 2027 | 81,252 |
| 2028 | 81,252 |
| 2029 | 81,252 |
| 2030 | 81,252 |
| Total | $830,973 |
Legal Proceedings and Claims
The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.
Note 10 –Stockholders’ Equity
Share Repurchase Program
On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program for up to $15.0 million of the Company’s common stock, representing approximately 5.6% of its market capitalization as of that date. Repurchases may be made from time to time in open market transactions or privately negotiated purchases, depending on market conditions, capital needs, and other strategic considerations. The program may be modified, suspended, or terminated at any time.
During the nine months ended September 30, 2025, the Company repurchased and retired 403,400 shares of its common stock at an average price of $4.93 per share, for an aggregate cost of approximately $2.0 million. The shares were acquired in open market transactions and retired immediately upon settlement. The repurchase was funded with available cash on hand.
The repurchase and retirement of shares resulted in a reduction to the Common Stock and Additional Paid-in Capital (APIC) accounts, with the excess purchase price over par value allocated to APIC. The impact of the repurchase is reflected in the accompanying Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2025, and the cash outflow is reported in financing activities in the Consolidated Statement of Cash Flows. As of September 30, 2025, approximately $13.0 million remained available under the repurchase program.
Dividends Paid
Total cash dividends paid were approximately $13.1 million for the nine months ended September 30, 2025.
Changes in Outstanding Shares
The following table summarizes changes in the number of shares of common stock outstanding for the nine months ended September 30, 2025:
| Description | Number of Shares |
|---|---|
| Shares outstanding at December 31, 2024 | 64,961,433 |
| Shares issued (e.g., equity grants) | 661,504 |
| Share forfeitures | (42,918) |
| Shares repurchased and retired | (403,400) |
| Shares outstanding at September 30, 2025 | 65,176,619 |
Note 11 - 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 nine months ended September 30, 2025 and 2024. Diluted net income per share gives effect to restricted stock awards.
For the three and nine months ended September 30, 2025, approximately 554,000 and 446,000 shares of restricted stock awards, respectively, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive.
The following table summarizes the calculation of basic and diluted income per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income | $12,208,328 | $5,111,040 | $7,485,335 | $20,467,991 |
| Weighted Average Shares - Basic | 63,729,227 | 45,279,813 | 63,901,455 | 45,257,462 |
| Dilutive effect of restricted stock awards | 1,093,842 | 731,589 | 1,107,733 | 690,086 |
| Weighted Average Shares - Diluted | 64,823,069 | 46,011,402 | 65,009,188 | 45,947,548 |
| Basic net income per share | $0.19 | $0.11 | $0.12 | $0.45 |
| Diluted net income per share | $0.19 | $0.11 | $0.12 | $0.45 |
Note 12. Employee Benefit Plans
Defined Contribution Plan
The Company sponsors a defined contribution 401(k) retirement savings plan for eligible employees. Under the plan, employees may elect to contribute a portion of their eligible compensation, subject to IRS limitations.
Employer Matching Contributions
The Company provides a 100% match on the first 4% of eligible compensation that employees contribute. These matching contributions are made in cash and vest immediately.
For the three months ended September 30, 2025, the Company recorded an expense of approximately $52,000 for its matching contributions under the plan. For the nine months ended September 30, 2025, the Company recorded an expense of approximately $285,000 for matching contributions.
Note 13 – Segment Information and Geographic Data
The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.
The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent (TCE) rates. The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income.
The following tables present selected financial information with respect to our reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Shipping segment | ||||
| Voyage revenue | $155,049,805 | $144,811,943 | 410,491,971 | $356,004,231 |
| Charter revenue | 9,297,988 | 4,860,376 | 26,141,128 | 23,738,200 |
| Shipping segment total revenue | $164,347,793 | $149,672,319 | $436,633,099 | $379,742,431 |
| Reconciliation: | ||||
| All other revenue (1) | 4,322,039 | 3,442,745 | 11,528,061 | 9,619,038 |
| Total consolidated revenue | $168,669,832 | $153,115,064 | $448,161,160 | $389,361,469 |
| Shipping segment total revenue | $164,347,793 | $149,672,319 | $436,633,099 | $379,742,431 |
| Less: | ||||
| Voyage expense | 73,207,858 | 71,539,649 | 211,296,953 | 169,805,168 |
| TCE revenue (2) | $91,139,935 | $78,132,670 | $225,336,146 | $209,937,263 |
| Other operating expenses | 78,539,742 | 66,574,194 | 213,361,937 | 185,912,735 |
| Other (expenses)/income | 3,934,719 | 8,944,099 | 15,613,497 | 10,927,310 |
| Total consolidated net income | $12,987,513 | $6,057,122 | $7,888,773 | $22,716,256 |
(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.
(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.
Geographical Disclosure
Revenue from external customers is attributed to geographic areas as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| United States | $43,383,009 | $31,570,668 | $124,851,652 | $114,634,374 |
| Canada | 38,716,767 | 45,375,728 | 47,321,072 | 55,051,974 |
| Singapore | 13,011,349 | 1,575,823 | 44,009,498 | 19,173,796 |
| Germany | 11,626,483 | 9,297,329 | 41,618,711 | 30,163,845 |
| Other (1) | 61,932,224 | 65,295,516 | 190,360,227 | 170,337,480 |
| Total consolidated revenue | $168,669,832 | $153,115,064 | $448,161,160 | $389,361,469 |
(1) This includes revenue from various regions across Asia, Europe, South America, and other international markets.
Revenue is presented geographically based on the customer's country of domicile.
Note 14 -Subsequent Events
On October 18, 2025, the Company entered into a memorandum of agreement to sell the M/V Bulk Freedom for $9.6 million. The vessel was classified as held for sale on the balance sheet as of September 30, 2025. The estimated gain on sale is approximately $2.8 million, and delivery to the buyer is expected during the fourth quarter of 2025.
On November 5, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on December 15, 2025, to shareholders of record as of the close of business on December 1, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.