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What changed in Pangaea Logistics Solutions Ltd.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Pangaea Logistics Solutions Ltd.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+386 added−410 removedSource: 10-K (2025-03-18) vs 10-K (2024-03-14)

Top changes in Pangaea Logistics Solutions Ltd.'s 2024 10-K

386 paragraphs added · 410 removed · 294 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

147 edited+31 added−26 removed292 unchanged
Biggest changeLtd m/v Bulk Xaymaca (1) Panamax 76,561 2006 Imabari SB Marugame m/v Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Qinngua Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Sanngijuq Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Siku Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited (1) Formerly known as m/v Bulk PODS The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.
Biggest changeLtd m/v Bulk Xaymaca (1) Panamax 76,561 2006 Imabari SB Marugame m/v Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Qinngua Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Sanngijuq Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Nordic Siku Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited m/v Strategic fortitude Handysize 37,829 2016 Imabari Shipyard, Japan m/v Strategic resolve Handysize 38,872 2015 CSIC: Shanhaiguan Shipyard, China m/v Strategic explorer Handysize 39,879 2015 CSIC: Tianjin Xingang SB, China m/v Strategic entity Handysize 39,880 2015 CSIC: Tianjin Xingang SB, China m/v Strategic synergy Handysize 39,865 2014 CSIC: Tianjin Xingang SB, China m/v Strategic alliance Handysize 39,848 2014 CSIC: Tianjin Xingang SB, China m/v Strategic unity Handysize 39,820 2014 CSIC: Tianjin Xingang SB, China m/v Strategic harmony Handysize 39,879 2014 CSIC: Tianjin Xingang SB, China m/v Strategic equity Handysize 39,839 2014 CSIC: Tianjin Xingang SB, China m/v Strategic venture Handysize 39,784 2014 CSIC: Tianjin Xingang SB, China m/v Strategic savannah Handysize 35,542 2013 Taizhou Maple Leaf, China m/v Strategic spirit Handysize 37,190 2012 Hyundai Mipo, Korea m/v Strategic vision Handysize 37,186 2012 Hyundai Mipo, Korea m/v Strategic tenacity Handysize 36,851 2012 Hyundai Vinashin, Vietnam m/v Strategic endeavor Handysize 33,013 2010 Zhejiang Zhenghe Shipbuilding, China (1) Formerly known as m/v Bulk PODS The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.
Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience in the shipping industry. The Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry 7 and, over the years, has developed strong commercial relationships with industrial customers and lenders.
Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience in the shipping industry. The 7 Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.
Application of Section 883 of the Code Under the relevant provisions of Section 883 of the Code, or Section 883, the Company will be exempt from U.S. federal income taxation on its U.S. source shipping income if: (i) It is organized in a “qualified foreign country,” which is one that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883, and which the Company refers to as the Country of Organization Requirement; and (ii) It can satisfy any one of the following two stock ownership requirements for more than half the days during the taxable year: • the Company’s stock is “primarily and regularly traded on an established securities market” located in the United States or a “qualified foreign country,” which the Company refers to as the Publicly-Traded Test; or • more than 50% of the Company’s stock, in terms of value, is beneficially owned by any combination of one or more individuals who are residents of a “qualified foreign country” or foreign corporations that satisfy the Country of Organization Requirement and the Publicly-Traded Test, which the Company refers to as the 50% Ownership Test.
Application of Section 883 of the Code Under the relevant provisions of Section 883 of the Code, or Section 883, the Company will be exempt from U.S. federal income taxation on its U.S. source shipping income if: (i) It is organized in a “qualified foreign country,” which is one that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883, and which the Company refers to as the Country of Organization Requirement; and (ii) It can satisfy any one of the following two stock ownership requirements for more than half the days during the taxable year: • the Company’s stock is “primarily and regularly traded on an established securities market” located in the United States or a “qualified foreign country,” which the Company refers to as the Publicly-Traded Test; or 28 • more than 50% of the Company’s stock, in terms of value, is beneficially owned by any combination of one or more individuals who are residents of a “qualified foreign country” or foreign corporations that satisfy the Country of Organization Requirement and the Publicly-Traded Test, which the Company refers to as the 50% Ownership Test.
OPA defines these other damages broadly to include: • injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; • loss of subsistence use of natural resources that are injured, destroyed or lost; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and • net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: 19 • injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; • loss of subsistence use of natural resources that are injured, destroyed or lost; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and • net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
Under these special rules: • the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares; • the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and • the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
Under these special rules: • the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares; • the amount allocated to the current taxable year and any taxable years before the Company became a PFIC would be taxed as ordinary income; and 32 • the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
Our U.S. source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if: • we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income; and 29 • substantially all of our U.S. source shipping income were attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the chartering of a vessel, were attributable to a fixed place of business in the United States.
Our U.S. source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if: • we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income; and • substantially all of our U.S. source shipping income were attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the chartering of a vessel, were attributable to a fixed place of business in the United States.
The Treasury Regulations further 28 require that with respect to each class of stock relied upon to meet the listing threshold (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, which is referred to as the “trading frequency test”, and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), which is referred to as the “trading volume test”.
The Treasury Regulations further require that with respect to each class of stock relied upon to meet the listing threshold (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, which is referred to as the “trading frequency test”, and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), which is referred to as the “trading volume test”.
Amendments that took effect on January 1, 2020, also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
Amendments that took effect on January 1, 2020, also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) provisions regarding IMO type 9 tank, (2) abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution 16 prevention as well as recommendatory provisions.
The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.
The Company believes it operates assets well suited to certain of these routes, including its Ice- 6 Class 1A Panamax, Post Panamax Ice Class 1A and Ice-Class 1C Ultramax vessels. The ice-class fleet has historically produced margins that are superior to the average market rate. • Enhanced vessel utilization and profitability through strategic backhaul and triangulation methods.
The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax, Post Panamax Ice Class 1A and Ice-Class 1C Ultramax vessels. The ice-class fleet has historically produced margins that are superior to the average market rate. • Enhanced vessel utilization and profitability through strategic backhaul and triangulation methods.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
This process is referred to as continuous class renewal. All areas subject to survey, as defined by the classification society, are required to be surveyed at least once per class period unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
This process is referred to as continuous class renewal. 24 All areas subject to survey, as defined by the classification society, are required to be surveyed at least once per class period unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test.
In any year that the 5 Percent Override Rule is triggered with respect to us, we are eligible for the exemption from tax under Section 883 only if we can nevertheless satisfy the Publicly-Traded Test (which requires, among other things, showing that the 29 exception to the 5 Percent Override Rule applies) or if we can satisfy the 50% Ownership Test.
Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. 30 There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder.
Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder.
We manage market risk by chartering in vessels for periods of less than nine months on average and 5 through a portfolio approach based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters. The Company tries to identify routes and ports for efficient bunkering to minimize its fuel expense.
We manage market risk by chartering in vessels for periods of less than nine months on average and through a portfolio approach based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters. The Company tries to identify routes and ports for efficient bunkering to minimize its fuel expense.
Treasury Department regulations, or the Treasury Regulations, administrative rulings and 27 pronouncements and judicial decisions, all as of the date of this annual report. Unless otherwise noted, references to the “Company” include the Company’s Subsidiaries. This discussion assumes that we do not have an office or other fixed place of business in the United States.
Treasury Department regulations, or the Treasury Regulations, administrative rulings and pronouncements and judicial decisions, all as of the date of this annual report. Unless otherwise noted, references to the “Company” include the Company’s Subsidiaries. This discussion assumes that we do not have an office or other fixed place of business in the United States.
If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable, or taxable at the full rate, only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States. Sale, Exchange or Other Disposition of Common Shares 32 Non-U.S.
If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable, or taxable at the full rate, only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States. Sale, Exchange or Other Disposition of Common Shares Non-U.S.
We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels. Through the SEEMP, we ensure that all our ships are operated efficiently by: a. Optimizing the speed of the vessels; b. Making course changes to avoid higher fuel consumption caused by rough weather; c.
We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels. Through the SEEMP, we ensure that all our ships are operated efficiently by: a. Optimizing the speed of the vessels; 13 b. Making course changes to avoid higher fuel consumption caused by rough weather; c.
The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies.
The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and for responding to emergencies.
VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop 20 performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.
VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.
Holder would make a QEF Election with respect to any 31 taxable year that we are a PFIC by filing one copy of IRS Form 8621 with its U.S. federal income tax return. To make a QEF Election, a U.S. Holder must receive annually certain tax information from us.
Holder would make a QEF Election with respect to any taxable year that we are a PFIC by filing one copy of IRS Form 8621 with its U.S. federal income tax return. To make a QEF Election, a U.S. Holder must receive annually certain tax information from us.
The Company principally competes with owners and operators of Panamax, Supramax, Ultramax and Handymax bulk carriers. The Company attempts to differentiate itself from other owners and operators by extending its services to support more of its customers' supply chains and concentrates on established niche markets.
The Company principally competes with owners and operators of Panamax, Supramax, Ultramax, Handymax and Handysize bulk carriers. The Company attempts to differentiate itself from other owners and operators by extending its services to support more of its customers' supply chains and concentrates on established niche markets.
These companies undertake the activities of ship operators but, unlike a ship operator, they do not own or charter-in the vessels at their own risk. • Technical Manager — This is an entity specifically responsible for the technical operation and technical superintendence of a ship.
These companies undertake the activities of ship operators but, unlike a ship operator, they do not own or charter-in the vessels at their own risk. 26 • Technical Manager — This is an entity specifically responsible for the technical operation and technical superintendence of a ship.
If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment.
If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and 33 backup withholding generally will not apply to that payment.
The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in the Northern and Southern Atlantic trades.
The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. Seasonal fluctuation are also observed in harvest times in the Northern and Southern 12 Atlantic trades.
The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of September 17, 2008, either not contain the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds.
The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of September 17, 2008, either not contain 18 the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds.
Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions 21 from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050).
Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050).
Additional laws and 12 regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase the cost of doing business. Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of the Company's vessels.
Additional laws and regulations, environmental or otherwise, may be adopted which could limit its ability to do business or increase the cost of doing business. Environmental and Other Regulations Government regulation and laws significantly affect the ownership and operation of the Company's vessels.
The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and routes.
The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and 6 routes.
Under time charters, including trip charters, the charterer pays all voyage expenses including port, canal and bunker (fuel) costs. 26 • Trip Charter. A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate. • Voyage Charter .
Under time charters, including trip charters, the charterer pays all voyage expenses including port, canal and bunker (fuel) costs. • Trip Charter. A time charter for a trip to carry a specific cargo from a load port to a discharge port at a set daily rate. • Voyage Charter .
MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.
MEPC 79 also 17 established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.
In addition, there is an inherent possibility of marine disaster, including oil spills (e.g. fuel oil) and other environmental incidents, and the liabilities 24 arising from owning and operating vessels in international trade.
In addition, there is an inherent possibility of marine disaster, including oil spills (e.g. fuel oil) and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade.
The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative volatility of earnings.
The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative 5 volatility of earnings.
Subject to the “capping” discussed below, the Company’s coverage, except for pollution, is unlimited. The Company’s current protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The thirteen P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities.
Subject to the “capping” discussed below, the Company’s coverage, except for pollution, is unlimited. The Company’s current protection and indemnity insurance coverage for pollution is $1.0 billion per vessel per incident. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
At MEPC 70, Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.
OPA affects all “owners and operators” whose vessels trade with the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.
OPA affects all “owners and operators” whose vessels trade or operate within the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.
(P) This entity is the technical manager of 14 vessels owned and operated by the Company. (Q) The primary purpose of the company is to manage and operate the Brayton Point Commerce Center Marine Terminal. (R) The primary purpose of the company is to manage and operate port terminals.
(P) This entity is the technical manager of 16 vessels owned and operated by the Company. (Q) The primary purpose of the company is to manage and operate the Brayton Point Commerce Center Marine Terminal. (R) The primary purpose of the company is to manage and operate port terminals.
Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and will take effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content.
Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content.
ITEM 1. BUSINESS Introduction Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services.
ITEM 1. BUSINESS Introduction Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provide seaborne drybulk logistics and transportation services as well as terminal and stevedoring services.
The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success. The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark and Singapore.
The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success. The Company provides logistics services and commercially manages its fleet primarily from offices in Newport, Rhode Island, Copenhagen, Denmark, South Port, Connecticut, and Singapore.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in 19 connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
Additionally, on July 25, 2023, the European Council of the European Union adopted the Maritime Fuel Regulation under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
A Additionally, on July 25, 2023, the European Council of the European Union adopted the Maritime Fuel Regulation under the Fuel EU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels.
The Amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020.
The Amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard ships. On October 27, 2016, MEPC 70 agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020.
Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements.
Effective January 1, 2018, the IMDG Code includes (1) the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) marking, packing and classification requirements for dangerous goods, and (3) mandatory training requirements.
The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax, Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 46 vessels at any one time during 2023 and 49 in 2022.
The Company operates a variety of chartered-in drybulk carriers in addition to its owned vessels. These chartered-in vessels, including Panamax, Supramax, Ultramax, Handymax, and Handysize vessels, play a significant role in the Company's operations. The Company employed an average of 48 vessels at any one time during 2024 and 46 in 2023.
The Company typically has more crew members on board than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties. The Company employs approximately 151 shore-based personnel and has approximately 500 independently contracted seagoing personnel on its owned vessels.
The Company typically has more crew members on board than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties. The Company employs approximately 170 shore-based personnel and has approximately 900 independently contracted seagoing personnel on its owned vessels.
MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments will enter into force on May 1, 2024.
MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to 15 the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments entered into force on May 1, 2024.
This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention.
This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC maintainsguidelines for approval of ballast water management systems (G8).
Most vessels undergo regulatory inspection of the underwater parts every 30 to 36 months. If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits. The Company expects to perform two special surveys in 2024 at an aggregate total cost of approximately $2.0 million.
Most vessels undergo regulatory inspection of the underwater parts every 30 to 36 months. If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits. The Company expects to perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million.
To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions, including the Baltic Sea and the Northern Sea Route. 8 As of March 14, 2024, the Company operates its fleet of 24 owned or partially owned vessels, which are described in the table below: Vessel Name Type DWT Year Built Yard m/v Bulk Endurance Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Bulk Destiny Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Nordic Oasis Panamax (Ice Class 1A) 76,180 2016 Oshima Shipbuilding m/v Nordic Olympic Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Odin Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Oshima Panamax (Ice Class 1A) 76,180 2014 Oshima Shipbuilding m/v Nordic Orion Panamax (Ice Class 1A) 75,603 2011 Oshima Shipbuilding m/v Nordic Odyssey Panamax (Ice Class 1A) 75,603 2010 Oshima Shipbuilding m/v Bulk Valor Supramax 58,105 2013 Tsuneishi Heavy Industries (Cebu) m/v Bulk Friendship Supramax 58,738 2011 Nantong Cosco Kawasaki HI m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin m/v Bulk Spirit Supramax 52,950 2009 Oshima Shipbuilding m/v Bulk Independence Supramax 56,548 2008 Yokohama m/v Bulk Pride Supramax 58,749 2008 Tsuneishi Group (Zhoushan) Shipbuilding Inc. m/v Bulk Freedom Supramax 52,454 2005 Tsuneishi Shipbuilding Co.
To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions. 8 As of March 17, 2025, the Company operates its fleet of 41 owned or partially owned vessels, which are described in the table below: Vessel Name Type DWT Year Built Yard m/v Bulk Endurance Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Bulk Destiny Ultramax (Ice Class 1C) 59,450 2017 Oshima Shipbuilding m/v Nordic Oasis Panamax (Ice Class 1A) 76,180 2016 Oshima Shipbuilding m/v Nordic Olympic Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Odin Panamax (Ice Class 1A) 76,180 2015 Oshima Shipbuilding m/v Nordic Oshima Panamax (Ice Class 1A) 76,180 2014 Oshima Shipbuilding m/v Nordic Orion Panamax (Ice Class 1A) 75,603 2011 Oshima Shipbuilding m/v Nordic Odyssey Panamax (Ice Class 1A) 75,603 2010 Oshima Shipbuilding m/v Bulk Valor Supramax 58,105 2013 Tsuneishi Heavy Industries (Cebu) m/v Bulk Friendship Supramax 58,738 2011 Nantong Cosco Kawasaki HI m/v Bulk Brenton Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Friendship Supramax 57,676 2016 Tsuneishi (Cebu) m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin m/v Bulk Spirit Supramax 52,950 2009 Oshima Shipbuilding m/v Bulk Independence Supramax 56,548 2008 Yokohama m/v Bulk Pride Supramax 58,749 2008 Tsuneishi Group (Zhoushan) Shipbuilding Inc. m/v Bulk Freedom Supramax 52,454 2005 Tsuneishi Shipbuilding Co.
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol of the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol of the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions.
Holder means a beneficial owner of our common shares that (i) is a U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (a) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes, (ii) owns our common shares as a capital asset, generally, for investment purposes, and (iii) owns less than 10% of our common shares for U.S. federal income tax purposes.
Holder means a beneficial owner of our common shares that (i) is a U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (a) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes, (ii) owns our common shares as a capital asset, generally, for investment purposes, and (iii) owns less than 10% of our common shares for U.S. federal income tax purposes. 30 If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership.
(“Six”) Bermuda 100% (G) Bulk Nordic Seven LLC (“Seven”) Marshall Islands 100% (G) Bulk Nordic Eight LLC (“Eight”) Marshall Islands 100% (G) Bulk Nordic Nine LLC (“Nine”) Marshall Islands 100% (G) Bulk Nordic Ten LLC (“Ten”) Marshall Islands 100% (G) Nordic Bulk Partners LLC (“NBP”) Marshall Islands 50% (M) Nordic Bulk Ventures Holding Company Ltd.
(“Five”) Bermuda 100% (G) Bulk Nordic Seven LLC (“Seven”) Marshall Islands 100% (G) Bulk Nordic Eight LLC (“Eight”) Marshall Islands 100% (G) Bulk Nordic Nine LLC (“Nine”) Marshall Islands 100% (G) Bulk Nordic Ten LLC (“Ten”) Marshall Islands 100% (G) Nordic Bulk Partners LLC (“NBP”) Marshall Islands 100% (M) Nordic Bulk Ventures Holding Company Ltd.
The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax and seven Supramax drybulk vessels. • Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.
The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax drybulk vessels and fifteen Handysize vessels. • Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.
The Company’s principal executives operate from the offices of its wholly-owned subsidiary Phoenix Bulk Carriers (US) LLC, which is located at 109 Long Wharf, Newport, Rhode Island 02840.The phone number at that address is (401) 846-7790. The Company also has offices in Copenhagen, Denmark, Athens, Greece and Singapore.
The Company’s principal executives operate from the offices of its wholly-owned subsidiary Phoenix Bulk Carriers (US) LLC, which is located at 109 Long Wharf, Newport, Rhode Island 02840.The phone number at that address is (401) 846-7790. The Company also has offices in Copenhagen, Denmark, Athens, Greece and Singapore. The Company’s corporate website address is http://www.pangaeals.com .
The Company has developed expertise and a major presence in selected niche markets and less commoditized routes, especially the Baltic Sea in winter, the Northern Sea Route between Europe and Asia in summer, and the trade route between Jamaica and the United States, as well as selected ports, particularly in Newfoundland and Baffin Island.
The Company has developed expertise and a major presence in selected niche markets and less commoditized routes, especially the Baltic Sea in winter, ice laden northern atlantic ports in the summer, and the trade route between Jamaica and the United States, as well as selected ports, particularly in Newfoundland and Baffin Island.
Historically, charter rates have been volatile as they are driven by the underlying balance between vessel supply and demand. Ice class vessels, when operating in ice-bound areas, usually command a rate premium to conventional trades.
The most common are time charters, spot charters, and voyage charters. Historically, charter rates have been volatile as they are driven by the underlying balance between vessel supply and demand. Ice class vessels, when operating in ice-bound areas, usually command a rate premium to conventional trades.
The Company expects to perform four intermediate surveys in 2024 at an aggregate total cost of approximately $0.3 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
The Company expects to perform four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation. 33 Changes in Global Tax Laws Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development, including the imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two).
Changes in Global Tax Laws Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development, including the imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two).
The Company employs the technical management services of Seamar Management S.A. which is 51% owned by the Company, and Bernard Schulte Shipmanagment, a third party, for its ice class 1A fleet. Business Strategy The Company’s principal business objectives are to profitably grow its business and increase shareholder value.
The Company employs the technical management services of Seamar Management S.A. which is 51% owned by the Company, and Bernard Schulte Ship Managment, a third party, for its ice class 1A fleet and M.T.M Ship Management, a related party, for its Handysize fleet. Business Strategy The Company’s principal business objectives are to profitably grow its business and increase shareholder value.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources.
Based on our current and anticipated chartering activities, we do not believe that we will be treated as a PFIC for the current or future taxable years, although no assurance can be given in this regard. We intend to take the position that we were not treated as a PFIC for our 2023 taxable year.
Based on our current and anticipated chartering activities, we do not believe that we will be treated as a PFIC for the current or future taxable years, although no assurance can be given in this regard.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
The IMO used such data as part of its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, in 2022, MEPC amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
Refer to “Capital Expenditures” section for further information. The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (the “CLC”).
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (the “CLC”).
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially entered into the agreement, but on June 1, 2017, former U.S.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.
(D) The primary purpose of this corporation is to manage the fuel procurement for all vessels. (E) The primary purpose of this corporation is to act as the U.S. administrative agent for the Company. (F) The primary purpose of this corporation is to act as the treasury agent for the Company.
Formerly known as Phoenix Bulk Carriers (BVI) Limited. (D) The primary purpose of this corporation is to manage the fuel procurement for all vessels. (E) The primary purpose of this corporation is to act as the U.S. administrative agent for the Company. (F) The primary purpose of this corporation is to act as the treasury agent for the Company.
MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
That same year, MEPC 75 amended MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
(K) The primary purpose of this entity is to transfer ownership of the m/v Nordic Odyssey and m/v Nordic Orion. (L) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries. The Company’s interest in Bulk Odyssey, Bulk Orion, Bulk Oshima, Bulk Olympic, Bulk Odin and Bulk Oasis is through its interest in NBHC.
(K) The primary purpose of this entity is to hold the Company's interest in vessel owning companies. (L) The primary purpose of this entity is to own or lease bulk carriers through wholly-owned subsidiaries. The Company’s interest in Bulk Odyssey, Bulk Orion, Bulk Oshima, Bulk Olympic, Bulk Odin and Bulk Oasis is through its interest in NBHC.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
These regulations could cause us to incur additional substantial expenses. The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.
As the Company expands its operations to ports and terminals, it becomes more exposed to environmental requirements and regulations ashore. 13 International Maritime Organization The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").
International Maritime Organization The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").
In addition, the Company intends to comply with all future applicable state regulations in the ports where its vessels call. Other United States Environmental Initiatives The U.S.
The Company intends to comply with all applicable state regulations in the ports where its vessels call. The Company believes that it is in substantial compliance with all applicable existing state requirements. In addition, the Company intends to comply with all future applicable state regulations in the ports where its vessels call. Other United States Environmental Initiatives The U.S.
As a member of a P&I Association, which is a member of the International Group, the Company is subject to calls payable to the associations based on the group’s claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Associations comprising the International Group.
As a member of a P&I Association, which is a member of the International Group, the Company is subject to calls payable to the associations based on the group’s claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Associations comprising the International Group. 25 Exchange Controls The Company is an exempted company organized under the Bermuda Companies Act.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention. 18 Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
Compliance Enforcement Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
President Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. Further, on August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities.
However, in March 2017, the Trump administration issued an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and on August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities.
(“BVH”) Bermuda 100% (A) Bulk Freedom Corp. ("Bulk Freedom") Marshall Islands 100% (G) Bulk Pride Corp. ("Bulk Pride") Marshall Islands 100% (G) Bulk Independence Corp. ("Bulk Independence") Marshall Islands 100% (G) Bulk Friendship Corp. ("Bulk Friendship") Marshall Islands 100% (G) Phoenix Bulk 25 Corp. ("Phoenix Bulk 25") Marshall Islands 100% (G) Bulk Sachuest Corp.
(“BVH”) Bermuda 100% (K) Bulk Freedom Corp. ("Bulk Freedom") Marshall Islands 100% (G) Bulk Pride Corp. ("Bulk Pride") Marshall Islands 100% (G) Bulk Independence Corp. ("Bulk Independence") Marshall Islands 100% (G) Bulk Friendship Corp. ("Bulk Friendship") Marshall Islands 100% (G) Phoenix Bulk 25 Corp. ("Phoenix Bulk 25") Marshall Islands 100% (G) Bulk Endurance (MI) Corp.
Logistics services and commercial management include identifying cargo for transportation, voyage planning, managing relationships, identifying vessels to charter in, and operating such vessels. The Company’s Ice-Class 1A Panamax vessels are technically managed by a third-party manager. The technical management of the remainder of the Company’s owned fleet is performed in-house by our 51% owned joint venture, Seamar Management, S.A..
Logistics services and commercial management include identifying cargo for transportation, voyage planning, managing relationships, identifying vessels to charter in, and operating such vessels. The technical management of the Company’s non ice class Panamax vessels as well as our Supramax and Ultramax vessels are performed in-house by our 51% owned joint venture, Seamar Management, S.A..

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSummary of Risk Factors • The cyclical and volatile nature of the seaborne drybulk transportation industry may lead to significant decreases in charter and freight rates, which may have an adverse effect on our revenues, earnings and profitability and our ability to comply with our loan covenants. • Further increases in interest rates could adversely affect our cash flow and financial condition. • Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability. • The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices. • The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value. • The state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. • Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations. • Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and pandemic diseases and continuing governmental responses in certain jurisdictions, including China. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. • If our vessels call on ports located in countries or territories or carry cargo that is the subject of sanctions or embargoes imposed by the U.S., the European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • Changes in fuel prices, that may result from increased oil prices, may adversely affect our profitability. 34 • In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably. • Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks. • We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance. • We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements, which could impose operating and financial restrictions on us. • Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company. • Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. • Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our charter contracts and the creditworthiness of our contract counterparties. • We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition. • Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results. • United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders. • We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels.
Biggest changeSummary of Risk Factors • The cyclical and volatile nature of the seaborne drybulk transportation industry may lead to significant decreases in charter and freight rates, which may have an adverse effect on our revenues, earnings and profitability and our ability to comply with our loan covenants. • Further increases in interest rates could adversely affect our cash flow and financial condition. 34 • Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability. • The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices. • The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities and we may incur impairment or a loss if we sell vessels following a decline in their market value. • The state of the global financial markets and economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business. • Changes in the economic and political environment in China and policies adopted by the government to regulate its economy may have a material adverse effect on our business, financial condition and results of operations. • Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and pandemic diseases and continuing governmental responses in certain jurisdictions, including China. • Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. • If our vessels call on ports located in countries or territories or carry cargo that is the subject of sanctions or embargoes imposed by the U.S., the European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities. • We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. • Changes in fuel prices, that may result from increased oil prices, may adversely affect our profitability. • In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably. • Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks. • We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance. • We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements, which could impose operating and financial restrictions on us. • Obligations associated with being a public company require significant company resources and management attention, and we incur increased costs as a result of being a public company. • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely impacted. • If our remediation efforts are not effective, or if we identify additional material weaknesses in the future, we may experience delays or inaccuracies in financial reporting, increased risk of fraud, loss of investor confidence, higher compliance costs, and adverse impacts on the trading price of our common stock. • Because we purchase and operate secondhand vessels, we may be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters. • Our ability to obtain additional debt financing, or to refinance existing indebtedness, may be dependent on the performance and length of our charter contracts and the creditworthiness of our contract counterparties. • We depend on our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition. • Exposure to currency exchange rate fluctuations will result in fluctuations in our cash flows and operating results. • United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders. • We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels.
In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and our results of operations.
In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and our results of operations.
Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic growth in Asia.
Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic growth in Asia.
Factors that influence demand for vessel capacity include: • supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; • changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; • the globalization of production and manufacturing; • global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes and strikes; • natural disasters and other disruptions in international trade; • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • environmental and other regulatory developments; • currency exchange rates; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts; • economic slowdowns caused by public health pandemics; • bunker (fuel) prices; and • weather.
Factors that influence demand for vessel capacity include: • supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; • changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; • the location of regional and global exploration, production and manufacturing facilities; • the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; • the globalization of production and manufacturing; • global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes and strikes; • natural disasters and other disruptions in international trade; • disruptions and developments in international trade; • changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; • environmental and other regulatory developments; 36 • currency exchange rates; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts; • economic slowdowns caused by public health pandemics; • bunker (fuel) prices; and • weather.
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders A foreign corporation will be treated as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders 55 A foreign corporation will be treated as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Non-compliance with any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit 51 facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, or foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.
Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, such shareholders would be liable to pay United 54 States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares.
Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares.
Please see “ The Company’s Management and Discussion Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risks - Fuel Swap Contracts .” In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
Please see “The Company’s Management and Discussion Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosures about Market Risks - Fuel Swap Contracts.” In the highly competitive international shipping industry, we may not be able to compete successfully for chartered-in vessels or for vessel employment and, as a result, we may be unable to charter-in vessels at reasonable rates or employ our vessels profitably.
If we are unable to meet our debt obligations, or if we otherwise default under our credit facilities or alternative financing arrangements, our lenders could declare the debt, together with accrued interest and fees, to be immediately due and payable and foreclose on our fleet, which 53 could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by other lenders.
If we are unable to meet our debt obligations, or if we otherwise default under our credit facilities or alternative financing arrangements, our lenders could declare the debt, together with accrued interest and fees, to be immediately due and payable and foreclose on our fleet, which could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by other lenders.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition, and 41 this may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows and financial condition, and this may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.
In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) 56 Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate.
Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase if lenders increase interest rates, enact tighter lending 39 standards, refuse to refinance existing debt at all or on terms similar to current debt, and reduce, or cease to provide funding to borrowers.
Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase if lenders increase interest rates, enact tighter lending standards, refuse to refinance existing debt at all or on terms similar to current debt, and reduce, or cease to provide funding to borrowers.
An extended downturn in the drybulk carrier market may have adverse consequences. The value of our common shares could be substantially reduced under these circumstances. 35 We employ our vessels under a mix of voyage charters and time charters and COA’s which typically extend for varying lengths of time, from one month to ten years.
An extended downturn in the drybulk carrier market may have adverse consequences. The value of our common shares could be substantially reduced under these circumstances. We employ our vessels under a mix of voyage charters and time charters and COA’s which typically extend for varying lengths of time, from one month to ten years.
Despite our efforts to ensure the integrity of our systems and prevent future cybersecurity attacks, it is possible that our business, financial and other systems could be compromised, especially because such attacks can originate from a wide variety 55 of sources including persons involved in organized crime or associated with external service providers.
Despite our efforts to ensure the integrity of our systems and prevent future cybersecurity attacks, it is possible that our business, financial and other systems could be compromised, especially because such attacks can originate from a wide variety of sources including persons involved in organized crime or associated with external service providers.
Once we have entered into a COA, if we have not correctly anticipated vessel rates, location and availability for our owned or chartered-in fleet to fulfill the COA, we could 51 suffer losses. Moreover, factors beyond our control may cause a COA to become unprofitable. Nevertheless, we would be obligated to continue to perform for the term of the COA.
Once we have entered into a COA, if we have not correctly anticipated vessel rates, location and availability for our owned or chartered-in fleet to fulfill the COA, we could suffer losses. Moreover, factors beyond our control may cause a COA to become unprofitable. Nevertheless, we would be obligated to continue to perform for the term of the COA.
If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy.
If we are 53 unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy.
On May 25, 2022, SEC proposed a second set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies.
On May 25, 2022, SEC proposed a second 48 set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies.
Furthermore, the conflict in Ukraine combined with inflationary pressures and/or supply chain disruptions across most major economies have negatively impacted certain of the countries in which we operate in and may lead to a global economic 36 slowdown, which might in turn adversely affect demand for our vessels.
Furthermore, the conflict in Ukraine combined with inflationary pressures and/or supply chain disruptions across most major economies have negatively impacted certain of the countries in which we operate in and may lead to a global economic slowdown, which might in turn adversely affect demand for our vessels.
In addition, drybulk carriers are often subjected to battering treatment during unloading 43 operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach at sea.
In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach at sea.
Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.
Foreign Corrupt Practices Act of 1977, as amended 49 (the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA.
In addition, we normally do not designate our FFAs for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of operations. We also seek to manage our exposure to volatility in the market price of bunkers by entering into bunker hedging contracts.
In addition, we normally do not designate our FFAs for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of operations. 52 We also seek to manage our exposure to volatility in the market price of bunkers by entering into bunker hedging contracts.
The impact of such a scenario on dry bulk shipping will be negative, leading to lower spot rates and as a result lower freight futures prices. 38 Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability.
The impact of such a scenario on dry bulk shipping will be negative, leading to lower spot rates and as a result lower freight futures prices. Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability.
COVID-19, which was initially declared a pandemic by the World Health Organization on March 11, 2020 42 and was declared no longer a global health emergency on May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods.
COVID-19, which was initially declared a pandemic by the World Health Organization on March 11, 2020 and was declared no longer a global health emergency on May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods.
Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates.
Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future. 43 We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates.
In addition, we may offer extended 49 payment terms to our customers in order to secure contracts, which may lead to more frequent collection issues and adversely affect our financial results and liquidity. Additionally, we are subject to certain risks as a result of using our vessels as collateral.
In addition, we may offer extended payment terms to our customers in order to secure contracts, which may lead to more frequent collection issues and adversely affect our financial results and liquidity. Additionally, we are subject to certain risks as a result of using our vessels as collateral.
A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year 52 period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection.
A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection.
If we do not meet these standards, our business and/or our ability to access capital could be harmed. 47 These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.
If we do not meet these standards, our business and/or our ability to access capital could be harmed. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.
Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese 40 government is reducing the level of direct control that it exercises over the economy through State Plans and other measures.
Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through State Plans and other measures.
In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract or may be able to obtain carriage at a lower rate.
In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract 50 or may be able to obtain carriage at a lower rate.
To the extent that an existing shareholder does not purchase additional shares that we issue, that shareholder’s interest in our company will be diluted, which 56 means that its percentage of ownership in our company will be reduced.
To the extent that an existing shareholder does not purchase additional shares that we issue, that shareholder’s interest in our company will be diluted, which means that its percentage of ownership in our company will be reduced.
Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes imposed by the U.S., the EU, and/or other international bodies.
Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes imposed by the U.S., U.K., EU, and/or other international bodies.
We are incorporated in Bermuda and substantially all of our assets are located outside the United States. In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the United States.
We are incorporated in Bermuda and substantially all of our assets are located outside the United States. In addition, one of our directors is a non-resident of the United States, and all or a substantial portion of such director’s assets are located outside the 58 United States.
Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in the countries or territories that we operate in. 44 We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in the countries or territories that we operate in. 45 We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. 45 Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. 46 Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative reference rates. 37 In 2017, the U.K.
We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative reference rates. In 2017, the U.K.
Our credit facilities and finance leases, which are secured by mortgages on our vessels, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the collateral maintenance or loan to value ratio.
Our credit facilities, financing obligations and finance leases, which are secured by mortgages on our vessels, impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the collateral maintenance or loan to value ratio.
An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap.
An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that requires each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap.
Our inability to obtain additional financing on acceptable terms or at all may materially affect our results of operations and our ability to implement our business strategy. We have and may continue to partially finance the acquisition of vessels with borrowings drawn under credit facilities or finance lease obligations.
Our inability to obtain additional financing on acceptable terms or at all may materially affect our results of operations and our ability to implement our business strategy. We have and may continue to partially finance the acquisition of vessels with borrowings drawn under credit facilities, financing obligations or finance leases.
The applicable sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.
The applicable sanctions and embargo laws and regulations vary in their application, and by jurisdiction, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.
In addition, debt service payments under our credit facilities, finance lease obligations or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of dividends and other purposes.
In addition, debt service payments under our credit facilities, financing obligations and finance leases or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of dividends and other purposes.
As a result of Russia’s actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in the region and also restrict parties whose cargo we may carry.
As a result of Russia’s actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in these regions and also restrict parties whose cargo we may carry.
The recent conflict between Russia and Ukraine is having a profound impact on global commodities prices including grain and coal, two of the most important commodities for dry bulk shipping.
Moreover, the conflict between Russia and Ukraine is having a profound impact on global commodities prices including grain and coal, two of the most important commodities for dry bulk shipping.
We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors.
We face risks attendant to changes in economic and regulatory conditions around the world. 40 We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors.
Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.
Violations of the petroleum services or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.
The fair market values of our owned dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including: • prevailing level of charter and freight rates; • general economic and market conditions affecting the shipping industry; • the balance between the supply of and demand for ships of a certain type; • competition from other shipping companies; • types and sizes of vessels; • supply of and demand for vessels; • the availability and cost of other modes of transportation; • cost of newbuildings; • shipyard capacity; • governmental and other regulations, including those that may limit the useful life of vessels; • the prevailing level of charter rates; • the need to upgrade secondhand and previously owned vessels as a result of environmental, safety, regulatory or charterer requirements; and • technological advances.
The fair market values of our owned dry bulk vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including: • prevailing level of charter and freight rates; • general economic and market conditions affecting the shipping industry; • the balance between the supply of and demand for ships of a certain type; • competition from other shipping companies; • types and sizes of vessels; • supply of and demand for vessels; • the availability and cost of other modes of transportation; • cost of newbuildings; • shipyard capacity; • governmental and other regulations, including those that may limit the useful life of vessels; • the prevailing level of charter rates; • the need to upgrade secondhand and previously owned vessels as a result of environmental, safety, regulatory or charterer requirements; and • technological advances. 39 In addition, as vessels grow older, they generally decline in value.
We were in compliance with all covenants for the years ended December 31, 2023 and 2022.
We were in compliance with all covenants for the years ended December 31, 2024 and 2023.
In addition, public health threats, such as COVID-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.
In addition, public health threats, such as highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.
As of December 31, 2023, we are in compliance with covenants contained in our debt agreements.
As of December 31, 2024, we are in compliance with covenants contained in our debt agreements.
Investment in forward freight agreements and other derivative instruments could result in losses. We manage our market exposure using forward freight agreements, or FFAs, and other derivative instruments, such as bunker hedging contracts. FFAs are cash-settled derivative contracts based on future freight delivery rates and other derivative instruments.
We manage our market exposure using forward freight agreements, or FFAs, and other derivative instruments, such as bunker hedging contracts. FFAs are cash-settled derivative contracts based on future freight delivery rates and other derivative instruments.
Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.
If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected.
If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected. U.S. sanctions exist under a strict liability regime.
The price and supply of fuel can be unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional 46 production patterns and environmental concerns.
The price and supply of fuel can be unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict between Russia and Ukraine and between Israel and Hamas, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.
Although the duration and extent of the ongoing military conflict is highly unpredictable, and the magnitude of the potential economic impact is currently unknown, Russian military actions and resulting sanctions could have a negative effect on our financial condition and operating results.
Although the duration and extent of the ongoing military conflict is highly unpredictable, and the magnitude of the potential economic impact is currently unknown, Russian military actions and resulting sanctions could have a negative effect on our financial condition and operating results. The ongoing conflict between Russia and Ukraine poses a risk for global economic growth.
As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the ability to obtain money from the credit markets has become more difficult as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers.
We may not be able to obtain financing on acceptable terms, which may negatively impact our planned growth. 41 As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the ability to obtain money from the credit markets has become more difficult as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers.
We could also be subject to litigation from persons or corporations allegedly affected by data protection violations. Violation of data protection laws is a criminal offense in some countries, and individuals can be imprisoned or fined. Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.
Violation of data protection laws is a criminal offense in some countries, and individuals can be imprisoned or fined. Any violation of these laws or harm to our reputation could have a material adverse effect on our earnings, cash flows and financial condition.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities between the United States or other countries and countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures, including as a result of ongoing tensions involving Russia, Iran, and China and the current conflicts in the Middle East.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. International shipping is subject to various security and customs inspections and related procedures in countries of origin, destination and trans-shipment points.
The new regulations could require the installation of new equipment, which may cause us to incur substantial costs. Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. International shipping is subject to various security and customs inspections and related procedures in countries of origin, destination and trans-shipment points.
Furthermore, the United States has also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering.
We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea.
These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. 37 We anticipate that the future demand for our drybulk carriers and our logistics services will be dependent upon economic growth in world economies and its associated industrial production, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea.
The amendments require us to report material cybersecurity incidents involving our information systems and periodic reporting regarding our policies and procedures to identify and manage cybersecurity risks, amongst other disclosures. Risks Related To Our Common Shares Future sales of our common shares could cause the market price of our common shares to decline.
The amendments require us to report material cybersecurity incidents involving our information systems and periodic reporting regarding our policies and procedures to identify and manage cybersecurity risks, amongst other disclosures.
Furthermore, fuel may become significantly more expensive in the future, which may reduce our profitability. We continually monitor the market volatility associated with bunker prices and seek to hedge our exposure to changes in the price of marine fuels with our bunker hedging program.
We continually monitor the market volatility associated with bunker prices and seek to hedge our exposure to changes in the price of marine fuels with our bunker hedging program.
The average age of our owned drybulk carriers at the time of this filing is approximately 10 years. A portion of our cash flows and income are dependent on the revenues earned by employing our vessels.
The remaining estimated useful lives of our vessels range from 8 to 22 years, depending on the age and type of vessel. The average age of our owned drybulk carriers at the time of this filing is approximately 11 years. A portion of our cash flows and income are dependent on the revenues earned by employing our vessels.
In addition, if we charter-in a vessel and shipping rates subsequently decrease, or we are unable to secure employment for such a vessel, our obligation under the charter may adversely affect our financial condition and results of operations. 48 We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance.
In addition, if we charter-in a vessel and shipping rates subsequently decrease, or we are unable to secure employment for such a vessel, our obligation under the charter may adversely affect our financial condition and results of operations.
The ongoing conflict between Russia in Ukraine has developed into a war, posing an increasing risk for global economic growth. Major economic sanctions against Russia are having a considerable impact on oil and gas prices, given the dependence of the EU on oil and gas exports out of Russia combined with limited spare capacity of such commodities globally.
Major economic sanctions against Russia are having a considerable impact on oil and gas prices, given the dependence of the EU on oil and gas exports out of Russia combined with limited spare capacity of such commodities globally.
Further, data protection laws apply to us in certain countries in which we do business. Specifically, the EU General Data Protection Regulation, or GDPR, which was applicable beginning May 2018, increases penalties up to a maximum of 4% of global annual turnover for breach of the regulation.
Specifically, the EU General Data Protection Regulation, or GDPR, which was applicable beginning May 2018, increases penalties up to a maximum of 4% of global annual turnover for breach of the regulation. The GDPR requires mandatory breach notification, the standard for which is also followed outside the EU (particularly in Asia).
Any of these occurrences could have a material adverse impact on our business, financial condition and results of operations. We face risks attendant to changes in economic and regulatory conditions around the world.
Any of these occurrences could have a material adverse impact on our business, financial condition and results of operations.
If a hidden defect or problem is not detected, it may result in accidents or other incidents for which we may become liable to third parties. In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel.
Any such hidden defects or problems may require us to put a vessel into drydock, which would reduce our fleet utilization and increase our operating costs. If a hidden defect or problem is not detected, it may result in accidents or other incidents for which we may become liable to third parties.
The GDPR requires mandatory breach notification, the standard for which is also followed outside the EU (particularly in Asia). Non-compliance with data protection laws could expose us to regulatory investigations, which could result in fines and penalties. In addition to imposing fines, regulators may also issue orders to stop processing personal data, which could disrupt operations.
Non-compliance with data protection laws could expose us to regulatory investigations, which could result in fines and penalties. In addition to imposing fines, regulators may also issue orders to stop processing personal data, which could disrupt operations. We could also be subject to litigation from persons or corporations allegedly affected by data protection violations.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S., the European Union, the United Nations, or other governmental authorities, it could lead to monetary fines or other penalties and may adversely affect our reputation and the market for our securities.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the United States, the United Kingdom, the European Union, the United Nations, or other governmental authorities, or engage in other transactions or dealings that would be violative of applicable sanctions laws, it could lead to monetary fines or other penalties and may adversely affect our reputation and the market for our securities. 44 Although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to mitigate such risk, it is possible that, in the future, our vessels may call on ports located in sanctioned countries or territories, or engage in other such transactions or dealings that would be violative of applicable sanctions, on our charterers’ instructions and/or without our consent.
Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations.
Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations. 38 The invasion of Ukraine by Russia and resulting sanctions by the United States, European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices in the United States and a slowdown in global economic growth.
As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives.
Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives. 54 We estimate the useful life of our vessels to be 25 or 30 years from the date of initial delivery from the shipyard.
We expect to derive a significant part of our revenue and cash flow from a relatively small number of repeat customers. For the year ended December 31, 2023, two customers accounted for more than 10% of total revenue and all of our top ten customers, representing 57% of total revenue, are repeat customers.
For the year ended December 31, 2024, one customer accounted for more than 10% of total revenue and all of our top ten customers, representing 47% of total revenue, are repeat customers.
The UN International Maritime Organization has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019.
The UN International Maritime Organization has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. The standards have been in force since 2019, and for most ships, compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms.
Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed. • Volatility in the broader securities markets and trading volume of our common shares could adversely impact the trading price of our common shares. • Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have, and it may not be possible for our investors to enforce U.S. judgments against us.
Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed. • Volatility in the broader securities markets and trading volume of our common shares could adversely impact the trading price of our common shares. • The imposition of trade tariffs or retaliatory tariffs on key commodities may significantly impact global shipping demand.
As of December 31, 2023, we had total outstanding indebtedness of $ 100.3 million under our various credit facilities and a further $167.7 million of finance lease obligations. World events could affect our operations and financial results.
As of December 31, 2024, our total outstanding indebtedness amounted to $358.8 million across our credit facilities and financing obligations, with an additional 13.3 million in finance lease liabilities. World events could affect our operations and financial results.
Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S.
Since September 8, 2024, D-2 standards and the costs of compliance may be substantial and adversely affect our revenues and profitability. Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S.
We may be unable to effectively manage our growth strategy. One of our principal business strategies is to continue to expand capacity and flexibility by increasing our owned fleet as we secure additional demand for our services. Our growth strategy will depend upon a number of factors, some of which may not be within our control.
We may be unable to effectively manage our growth strategy. Our primary strategy is to expand capacity by increasing our owned fleet as demand for our services grows.
The Russian Foreign Harmful Activities Sanctions program includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on all new investments in Russia by U.S. persons, among other restrictions.
The United States has issued several Executive Orders that prohibit certain transactions relating to Russia, including prohibitions on the importation of certain Russian energy products into the United States, (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all new investments in Russia by U.S. persons, among other prohibitions and export controls, and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in the energy, metals and mining, and marine sectors of the Russian Federation economy, among others.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard (“USCG”) and providing clarification on the proposed rule.
On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance. USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years.
Accordingly, we may not discover defects or other problems with secondhand vessels prior to purchasing or chartering-in, or may incur costs to terminate a purchase agreement. Any such hidden defects or problems may require us to put a vessel into drydock, which would reduce our fleet utilization and increase our operating costs.
Generally, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire. Accordingly, we may not discover defects or other problems with secondhand vessels prior to purchasing or chartering-in, or may incur costs to terminate a purchase agreement.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Board and our Audit Committee receive updates from time to time from our management as appropriate on cybersecurity. 57 Our Chief Financial Officer and our Information Technology department are primarily responsible to assess and manage material risks from cybersecurity threats and oversee key cybersecurity policies and processes.
Biggest changeOur Chief Financial Officer and our Information Technology department are primarily responsible to assess and manage material risks from cybersecurity threats and oversee key cybersecurity policies and processes. They are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity threats. For example, we perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold online cybersecurity training for our employees.
As part of our risk management process, we may engage third party experts to help identify and assess risks from cybersecurity threats. 59 For example, we perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold online cybersecurity training for our employees.
Our Board of Directors administers its cybersecurity risk oversight function directly as a whole as well as through our Audit Committee.
Our Board of Directors administers its cybersecurity risk oversight function directly as a whole as well as through our Audit Committee. Our Board and our Audit Committee receive updates from time to time from our management as appropriate on cybersecurity.
We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
Our hardware and software systems are equipped with technology intended to offer access and intrusion protection, software and communications systems protections, and mitigate cybersecurity threats. We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.
They are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Global IT Director has 20 years of experience in the design, implementation, and support of information technology infrastructures. Network and information systems and other technologies play an important role in our business activities.
Our Global IT Director has 20 years of experience in the design, implementation, and support of information technology infrastructures. Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors.
We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors. To protect our data, we have employed cybersecurity protocols which are designed to work in tandem with internal controls to safeguard our information technology environment. Our information technology infrastructure is designed with commercial flexibility, data integrity, and safety in mind.
To protect our data, we have employed cybersecurity protocols which are designed to work in tandem with internal controls to safeguard our information technology environment. Our information technology infrastructure is designed with commercial flexibility, data integrity, and safety in mind. We utilize a layered approach of systems and policies intended to provide a secure operating environment and promote business continuity.
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We utilize a layered approach of systems and policies intended to provide a secure operating environment and promote business continuity. Our hardware and software systems are equipped with technology intended to offer access and intrusion protection, software and communications systems protections, and mitigate cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Phoenix Bulk Carriers (US) LLC, the administrative agent for the Company, maintains office space at 109 Long Wharf, Newport, Rhode Island 02840. The building is owned by 109 Long Wharf LLC (“Long Wharf”), a wholly-owned subsidiary of the Company since September 1, 2014. Long Wharf was previously owned by certain of the Company’s Executive Officers and Directors.
Biggest changeITEM 2. PROPERTIES Phoenix Bulk Carriers (US) LLC, the administrative agent for the Company, maintains office space at 109 Long Wharf, Newport, Rhode Island 02840. The building is owned by 109 Long Wharf LLC (“Long Wharf”), a wholly-owned subsidiary of the Company since September 1, 2014. The property at 109 Long Wharf is owned free of any encumbrances.
The Company leases office space in Copenhagen, Athens, Singapore and Port Everglades.
The Company leases office space in Copenhagen, Athens, Singapore, Port Everglades, FL, and Connecticut.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES 58 Not applicable. 59 PART II
Biggest changeMINE SAFETY DISCLOSURES Not applicable. 60 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 58 PART II 60 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 60 ITEM 6. SELECTED FINANCIAL DATA 60 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 60 PART II 61 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 61 ITEM 6. SELECTED FINANCIAL DATA 61 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 62

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn February 15, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 15, 2024, to all shareholders of record as of March 1, 2024.
Biggest changeOn February 13, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 13, 2025, to all shareholders of record as of February 28, 2025.
We cannot assure you that we will be able to pay regular quarterly dividends, and our ability to pay dividends will be subject to the limitations set forth above and in the section of this Form 10-K titled “Risk Factors.” The Company has dividends payable of $1.1 million at December 31, 2023.
We cannot assure you that we will be able to pay regular quarterly dividends, and our ability to pay dividends will be subject to the limitations set forth above and in the section of this Form 10-K titled “Risk Factors.” The Company has dividends payable of $1.2 million at December 31, 2024.
Holders of Record As of the close of business on March 14, 2024, there were approximately 14 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Holders of Record As of the close of business on March 13, 2025, there were approximately 15 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(In thousands of U.S. dollars) Vessel Name Date Acquired Size Year Build Purchase Price Net Carrying Amount m/v Bulk Endurance January 2017 UMX - 1C 2017 $ 28,000 $ 21,859 m/v Bulk Destiny January 2017 UMX - 1C 2017 24,000 18,770 m/v Bulk Prudence June 2023 UMX 2014 26,650 26,534 m/v Bulk Courageous April 2021 UMX 2013 16,798 15,145 m/v Nordic Oasis January 2016 PMX-1A 2016 32,600 24,854 m/v Nordic Olympic February 2015 PMX-1A 2015 32,600 23,306 m/v Nordic Odin February 2015 PMX-1A 2015 32,625 23,412 m/v Nordic Oshima September 2014 PMX-1A 2014 33,709 22,938 m/v Nordic Orion April 2012 PMX-1A 2011 32,363 19,790 m/v Nordic Odyssey April 2012 PMX-1A 2010 32,691 18,950 m/v Bulk Valor June 2021 SMX 2013 18,182 16,434 m/v Bulk Friendship September 2019 SMX 2011 14,447 12,811 m/v Bulk Sachuest October 2022 SMX 2010 17,364 16,487 m/v Bulk Independence May 2019 SMX 2008 14,393 13,753 m/v Bulk Pride December 2017 SMX 2008 14,023 11,194 m/v Bulk Freedom June 2017 SMX 2005 9,016 8,150 m/v Bulk Spirit February 2019 SMX 2009 13,000 12,970 m/v Bulk Xaymaca August 2018 PMX 2006 14,010 11,624 m/v Bulk Concord February 2022 PMX 2009 19,900 18,966 m/v Bulk Promise July 2021 PMX 2013 18,633 16,970 m/v Nordic Nuluujaak May 2021 Post Panamax 1A 2021 38,424 36,088 m/v Nordic Qinngua June 2021 Post Panamax 1A 2021 38,471 36,019 m/v Nordic Sanngijuq September 2021 Post Panamax 1A 2021 37,920 35,623 m/v Nordic Siku November 2021 Post Panamax 1A 2021 37,935 36,010 Miss Nora G.
Biggest changeVessel Name Date Acquired Size Year Build Purchase Price ($000) Net Carrying Amount ($000) m/v Bulk Endurance January 2017 Ultramax 1C 2017 $ 28,000 $ 20,616 m/v Bulk Destiny January 2017 Ultramax 1C 2017 24,000 17,729 m/v Bulk Prudence June 2023 Ultramax 2014 26,650 26,744 m/v Bulk Courageous April 2021 Ultramax 2013 16,798 16,028 m/v Nordic Oasis January 2016 Panamax 1A 2016 32,600 23,436 m/v Nordic Olympic February 2015 Panamax 1A 2015 32,600 22,089 m/v Nordic Odin February 2015 Panamax 1A 2015 32,625 21,980 m/v Nordic Oshima September 2014 Panamax 1A 2014 33,709 23,106 m/v Nordic Orion April 2012 Panamax 1A 2011 32,363 18,144 m/v Nordic Odyssey April 2012 Panamax 1A 2010 32,691 17,181 m/v Bulk Valor June 2021 Supramax 2013 18,182 15,726 m/v Bulk Friendship September 2019 Supramax 2011 14,447 11,957 m/v Bulk Sachuest October 2022 Supramax 2010 17,364 15,678 m/v Bulk Brenton July 2024 Supramax 2016 28,762 28,256 m/v Bulk Patience August 2024 Supramax 2016 28,663 28,240 m/v Bulk Independence May 2019 Supramax 2008 14,393 12,622 m/v Bulk Pride December 2017 Supramax 2008 14,023 10,678 m/v Bulk Freedom June 2017 Supramax 2005 9,016 7,326 m/v Bulk Spirit February 2019 Supramax 2009 13,000 11,961 m/v Bulk Xaymaca August 2018 Panamax 2006 14,010 11,042 m/v Bulk Concord February 2022 Panamax 2009 19,900 18,511 m/v Bulk Promise July 2021 Panamax 2013 18,633 16,344 m/v Nordic Nuluujaak May 2021 Post Panamax 1A 2021 38,424 34,667 m/v Nordic Qinngua June 2021 Post Panamax 1A 2021 38,471 34,655 m/v Nordic Sanngijuq September 2021 Post Panamax 1A 2021 37,920 34,291 m/v Nordic Siku November 2021 Post Panamax 1A 2021 37,935 34,672 m/v Strategic Fortitude December 2024 Handysize 2016 16,874 16,874 m/v Strategic Resolve December 2024 Handysize 2015 14,606 14,606 m/v Strategic Explorer December 2024 Handysize 2015 14,606 14,606 m/v Strategic Entity December 2024 Handysize 2015 14,606 14,606 m/v Strategic Synergy December 2024 Handysize 2014 14,062 14,062 m/v Strategic Alliance December 2024 Handysize 2014 14,062 14,062 73 Vessel Name Date Acquired Size Year Build Purchase Price ($000) Net Carrying Amount ($000) m/v Strategic Unity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Harmony December 2024 Handysize 2014 14,062 14,062 m/v Strategic Equity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Venture December 2024 Handysize 2014 14,062 14,062 m/v Strategic Savannah December 2024 Handysize 2013 11,431 11,431 m/v Strategic Spirit December 2024 Handysize 2012 11,068 11,068 m/v Strategic Vision December 2024 Handysize 2012 11,068 11,068 m/v Strategic Tenacity December 2024 Handysize 2012 10,705 10,705 m/v Strategic Endeavor December 2024 Handysize 2010 7,711 7,711 Miss Nora G.
Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts. Terminal & Stevedore Expenses . Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services.
Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts. 64 Terminal & Stevedore Expenses . Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services.
In such instances, an 63 impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the group and its eventual disposition is less than its carrying value.
In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the group and its eventual disposition is less than its carrying value.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations. The table below summarizes our primary sources and uses of cash for the fiscal years ended December 31, 2023 and 2022. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Results of Operations. The table below summarizes our primary sources and uses of cash for the fiscal years ended December 31, 2024 and 2023. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
This includes installation of BWTS required under new regulations, the cost of which will be $0.5 million to $0.7 million per vessel. The Company has some flexibility regarding the timing of drydocking, but the total cost is unpredictable. The Company expects to perform two special surveys in 2024 at an aggregate total cost of approximately $2.0 million.
This includes installation of BWTS required under new regulations, the cost of which will be $0.5 million to $0.7 million per vessel. The Company has some flexibility regarding the timing of drydocking, but the total cost is unpredictable. The Company expects to perform nine special surveys in 2025 at an aggregate total cost of approximately $13.0 million.
The cash flows from operating activities decreased compared to the same period in the prior year primarily due to the decrease in income from operations, and timing of customer receipts and supplier payments.
The cash flows from operating activities increased compared to the same period in the prior year primarily due to the increase in income from operations, and timing of customer receipts and supplier payments.
The Company expects to perform four intermediate surveys in 2024 at an aggregate total cost of approximately $0.3 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
The Company expects to perform four intermediate surveys in 2025 at an aggregate total cost of approximately $1.5 million. The Company estimates that offhire related to the surveys and related repair work is ten to twenty days per vessel, depending on the size and condition of the vessel.
Refer to Note 7 Margin Account, Derivative and Fair Value Measures to the consolidated financial statements for further information. Liquidity and Capital Resources Liquidity and Cash Needs The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-controlling interests, and proceeds from long-term debt and finance lease financing arrangements.
For further details, refer to Note 7, Margin Account, Derivatives, and Fair Value Measures , in the consolidated financial statements. 69 Liquidity and Capital Resources Liquidity and Cash Needs The Company has historically financed its capital requirements with cash flow from operations, the issuance of common stock, proceeds from non-controlling interests, and proceeds from long-term debt, financing obligations and finance leases.
More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels decreased approximately 43% from an average of $20,012 in 2022 to $11,391 in 2023. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis due to the volatility of the dry bulk sector.
More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels rose approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis due to the volatility of the dry bulk sector.
Results of Operations Fiscal Year Ended December 31, 2023 Compared to Fiscal Year Ended December 31, 2022 Revenues Pangaea’s revenues are derived predominantly from voyage charters and time charters. Total revenue for the fiscal year ended December 31, 2023, was $499.3 million compared to $699.7 million, for the same period in 2022, a 29% decrease.
Results of Operations Fiscal Year Ended December 31, 2024 Compared to Fiscal Year Ended December 31, 2023 Revenues Pangaea’s revenues are derived predominantly from voyage charters and time charters. Total revenue for the fiscal year ended December 31, 2024, was $536.5 million compared to $499.3 million, for the same period in 2023, a 7% increase.
(in millions) 2023 2022 Net cash provided by/(used in): Operating activities: Net income adjusted for non-cash items $ 65.0 $ 122.8 Changes in operating assets and liabilities, net (11.2) 12.0 Operating activities 53.8 134.8 Investing activities (16.0) (28.5) Financing activities (67.2) (34.1) Net change $ (29.3) $ 72.2 Operating Activities Net cash provided by operating activities during the year ended December 31, 2023 was $53.8 million, compared to net cash provided by operating activities of $134.8 million during the year ended December 31, 2022.
(in millions) 2024 2023 Net cash provided by/(used in): Operating activities: Net income adjusted for non-cash items $ 64.1 $ 65.0 Changes in operating assets and liabilities, net 1.6 (11.2) Operating activities 65.7 53.8 Investing activities (67.7) (16.0) Financing activities (10.2) (67.2) Net change $ (12.2) $ (29.3) Operating Activities Net cash provided by operating activities during the year ended December 31, 2024 was $65.7 million, compared to net cash provided by operating activities of $53.8 million during the year ended December 31, 2023.
The increase in depreciation and amortization expense was due to an increase in drydocking amortization. Three drydockings were completed in 2023 and four drydockings were completed in 2022. Loss on sale of vessels The Company recorded a loss of $1.7 million on the sale of the m/v Bulk Trident and m/v Bulk Newport in the year ended December 31, 2023.
Additionally, the increase in depreciation and amortization expense was driven by higher drydocking amortization, with four drydockings completed in 2024 compared to three in 2023. Loss on sale of vessels In the year ended December 31, 2023, the Company recorded a $1.7 million loss on the sale of the M/V Bulk Trident and M/V Bulk Newport.
Financing Activities Net cash used in financing activities in 2023 was $67.2 million compared to net cash used in financing activities of $34.1 million for the same period of 2022. During the twelve months ended December 31, 2023, the Company repaid $15.8 million of long term debt, and $20.2 million of finance leases.
Financing Activities Net cash used in financing activities in 2024 was $10.2 million compared to net cash used in financing activities of $67.2 million for the same period of 2023. During the twelve months ended December 31, 2024, the Company repaid $33.1 million of long term debt, $19.2 million of financing obligations and $3.0 million finance leases.
The Company’s owned or partially owned and controlled fleet at December 31, 2023 includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); seven Supramax drybulk carriers, two Ultramax Ice-Class IC, two Ultramax and four Post Panamax Ice Class 1A drybulk vessels.
The Company’s owned or partially owned and controlled fleet at December 31, 2024 includes: nine Panamax drybulk carriers (six of which are Ice-Class 1A); nine Supramax drybulk carriers, two Ultramax Ice-Class IC, two Ultramax, four Post Panamax Ice Class 1A drybulk vessels, and 15 Handysize vessels acquired through the Strategic Shipping Inc. merger.
The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,426 for 2023, compared to an average of 1,832 for 2022, down approximately 22%.
The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,754 for 2024, compared to an average of 1,426 for 2023, up approximately 23%.
Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage. A contract is accounted for when it has approval and commitment from both parties, the rights and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
A contract is accounted for when it has approval and commitment from both parties, the rights and payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
The decrease in charter revenues was due to a decrease in time charter days as well as a decrease in charter hire rates evidenced by the decrease in index rates for Panamax and Supramax vessels of approximately 43% compared to the same period of 2022.
The increase in charter revenues was due to an increase in charter hire rates evidenced by the increase in index rates for Panamax and Supramax vessels of approximately 17% compared to the same period of 2023 and partially offset by a decrease in time charter days.
The time charter days were down 28% to 1,789 in the twelve months ended December 31, 2023 from 2,478 in the twelve months ended December 31, 2022. The time charter revenue per day was $13,258 for the twelve months ended December 31, 2023 compared to $24,078 for the same period of 2022.
The time charter days were down 3% to 1,738 in the twelve months ended December 31, 2024 from 1,789 in the twelve months ended December 31, 2023. The time charter revenue per day was $17,450 for the twelve months ended December 31, 2024 compared to $13,258 for the same period of 2023.
The number of shipping days decreased 6% to 16,711 in the fiscal year ended December 31, 2023, from 17,715 for the same period in 2022.
The number of shipping days increased 4% to 17,407 in the fiscal year ended December 31, 2024, from 16,711 for the same period in 2023.
The Company's flexible charter-in strategy allows it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand. Vessel Operating Expenses Vessel operating expenses for the year ended December 31, 2023 were $55.8 million, compared to $56.9 million for the same period in 2022, a decrease of approximately 2%.
The Company's flexible charter-in strategy allows it to supplement its owned fleet with short-term chartered-in tonnage at prevailing market prices when needed to meet cargo demand. Vessel Operating Expenses Vessel operating expenses for the year ended December 31, 2024 , totaled $55.5 million , slightly lower than the $55.8 million recorded for the same period in 2023 .
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report. The MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Pearl November 2017 Deck Barge 1979 3,833 1,821 Total $ 601,586 $ 500,477 Recent Accounting Pronouncements On of January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13").
Pearl November 2017 Deck Barge 1979 3,833 1,597 Total $ 856,061 $ 732,325 63 Recent Accounting Pronouncements On January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13").
Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise. Demurrage revenue is included in the calculation of voyage revenue and recognized ratably over the duration of the voyage to which it pertains. Voyage revenue recognized is presented net of address commissions.
Demurrage revenue is included in the calculation of voyage revenue and recognized ratably over the duration of the voyage to which it pertains. Voyage revenue recognized is presented net of address commissions.
Charter hire expenses on a per day basis were $13,996 for the twelve months ended December 31, 2023 and $24,783 for the same period in 2022. The average published market rates for Supramax and Panamax vessels decreased approximately 43% from an average of $20,012 in 2022 to $11,391 in the same period of 2023 .
Per-day charter hire expenses were $15,342 for the twelve months ended December 31, 2024 , compared to $13,996 for the same period in 2023 . The average published market rates for Supramax and Panamax vessels increased approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024 .
Unrealized (Loss) Gain on Derivative Instruments The Company assesses risk associated with fluctuating future freight rates and bunker prices, when appropriate, actively hedges identified economic risk that may impact the operating income of long-term cargo contracts with forward freight agreements or bunker swaps.
No vessel sale gains or losses were recorded in 2024. Unrealized (Loss) Gain on Derivative Instruments The Company evaluates risks related to fluctuating future freight rates and bunker prices and, when appropriate, actively hedges identified economic risks that may impact the operating income of long-term cargo contracts through forward freight agreements or bunker swaps.
The Company's achieved TCE rate for the year ended December 31, 2023 outperformed the average of the Baltic Panamax and Supramax market indexes and exceeded the average market rates by approximately 39% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy. 2023 Highlights • Net income attributable to Pangaea Logistics Solutions Ltd. was $26.3 million for twelve months ended December 31, 2023 as compared to $79.5 million for the same period of 2022. • Diluted net income per share was $0.58 for twelve months ended December 31, 2023, as compared to $1.76 for the same period of 2022. • Time Charter Equivalent ("TCE") rates earned by Pangaea was $15,849 per day for twelve months ended December 31, 2023 and $24,434 per day for the same period of 2022. • Adjusted EBITDA was $79.7 million for twelve months ended December 31, 2023, as compared to $140.9 million for the same period of 2022. • At the end of the year, Pangaea had $99.0 million in cash, and cash equivalents.
This outperformance was driven by the Company's long-term contracts of affreightment (COAs), specialized fleet, and cargo-focused strategy. 2024 Highlights • Net income attributable to Pangaea Logistics Solutions Ltd. was $28.9 million for twelve months ended December 31, 2024 as compared to $26.3 million for the same period of 2023. • Diluted net income per share was $0.63 for twelve months ended December 31, 2024, as compared to $0.58 for the same period of 2023. • Time Charter Equivalent ("TCE") rates earned by Pangaea was $16,485 per day for twelve months ended December 31, 2024 and $15,849 per day for the same period of 2023. • Adjusted EBITDA was $83.0 million for twelve months ended December 31, 2024, as compared to $79.3 million for the same period of 2023. • At the end of the year, Pangaea had $86.8 million in cash, and cash equivalents.
Business Overview The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities.
(4) Gross profit represents total revenue less total cost of transportation and service revenue and less transportation related depreciation and amortization. Industry Overview The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities.
It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting policies and estimates that we believe are most critical to the portrayal of our financial condition and results of operations are listed below.
GAAP requires us to exercise judgment in the process of applying our accounting policies. It also requires that we make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes.
Voyage revenues represent revenues earned by the Company, principally from providing transportation services under voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms.
A voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo handling terms. Under a voyage charter, the service revenues are earned and recognized ratably over the duration of the voyage.
Charter hire expenses paid to third party shipowners were $111.0 million for the year ended December 31, 2023, compared to $222.3 million for the year ended December 31, 2022, a 50% decrease.
Charter hire expenses paid to third-party shipowners were $130.8 million for the year ended December 31, 2024 , compared to $111.0 million for the year ended December 31, 2023 , an 18% increase .
The decrease in charter hire expenses was primarily due to a decrease in market rates to charter-in vessels and a decrease in the number of chartered-in days from 8,971 days in the twelve months ended December 31, 2022 to 7,933 days for the twelve months ended December 31, 2023.
The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels and a rise in the number of chartered-in days from 7,933 in 2023 to 8,523 in 2024 .
The Company also paid $13.4 million of common stock cash dividends and $5.0 million cash dividends to non-controlling interests. 70 Capital Expenditures The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, and to capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels.
Capital Expenditures The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, and to capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels.
The Company is currently evaluating the impact of our pending adoption of this standard on its financial statement disclosures. Important Financial and Operational Terms and Concepts The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements. Important Financial and Operational Terms and Concepts The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
As a result, the Company may be unable to pursue opportunities to expand its business. At December 31, 2023 and 2022, the Company had working capital of $86.5 million and $130.3 million, respectively.
As a result, the Company may be unable to pursue opportunities to expand its business. At December 31, 2024 and 2023, the Company had working capital of $82.9 million and $86.5 million, respectively. The decrease in working capital was primarily driven by the increase in bunker inventory, partially offset by a rise in accounts payable.
The usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis. The Company recorded an unrealized loss on derivative instruments of $2.9 million in the year ended December 31, 2023 and an unrealized gain on derivative instruments of $0.7 million in the year ended December 31, 2022, respectively.
The use of these derivatives may result in period-to-period fluctuations in the Company's reported operating results. In the year ended December 31, 2024, the Company recorded an unrealized loss on derivative instruments of $1.0 million, compared to an unrealized loss of $2.9 million in the year ended December 31, 2023.
In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded their fair value.
The Company concluded that no triggering event occurred during the twelve months ended December 31, 2024, which would require impairment testing. 72 In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded their fair value.
Estimated losses under a voyage charter are provided for in full at the time such losses become probable. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter.
Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise.
The decrease in working capital was primarily driven by (i) $34.5 million of cash acquisitions, including the m/v Bulk Prudence and the port and terminal operation in June of 2023, (ii) $20.4 million reclassifications of long-term debt to current portion of long-term debt, and (iii) partially offset by proceeds from the sale of vessels and operating income generated during the twelve months ended December 31, 2023. 69 Considerations made by management in assessing the Company’s ability to continue as a going concern are its ability to consistently generate positive cash flows from operations, which were approximately $53.8 million in 2023, and $134.8 million in 2022; its excess of cash and cash restricted by facility agents over the current portion of secured long-term debt and finance lease obligations, and its focus on contract employment (COAs).
Considerations made by management in assessing the Company’s ability to continue as a going concern are its ability to consistently generate positive cash flows from operations, which were approximately $65.7 million in 2024, and $53.8 million in 2024; its excess of cash and cash restricted by facility agents over the current portion of secured long-term debt, financing obligations and finance leases, and its focus on contract employment (COAs).
The Company also paid $18.1 million of common stock cash dividends and $10.4 million cash dividends to non-controlling interests. Net cash used in financing activities was $34.1 million for 2022. During the twelve months ended December 31, 2022, the Company received $8.5 million in proceeds from long-term debt, $15.0 million in proceeds from finance leases.
The Company also paid $2.3 million in cash dividends to non-controlling interests, offset by new borrowing of 89million. Net cash used in financing activities for 2023 totaled $67.2 million. Over the twelve months ended December 31, 2023, the Company repaid $15.8 million in long-term debt, $11.3 million in financing obligations, and $8.9 million in finance leases.
The port charges and canal tolls increased primarily due to an increase in the market cost of canal tolls over the period. Charter Hire Expenses The Company charters in vessels, typically on short term basis, from other shipowners to supplement its owned fleet.
This increase was primarily driven by a 5% rise in voyage days. 68 Charter Hire Expenses The Company charters in vessels, typically on a short-term basis, from other shipowners to supplement its owned fleet.
Ownership days for the twelve months ended December 31, 2023 and 2022 were 8,988 and 8,962, respectively. Excluding technical management fees, vessel operating expenses on a per day basis were $5,703 for the twelve months ended December 31, 2023 and $5,804 for the same period in 2022.
Ownership days for the twelve months ended December 31, 2024 , and 2023 were 8,741 and 8,230 , respectively. Excluding technical management fees, vessel operating expenses per day were $5,820 in 2024 , down from $6,256 in 2023 . Technical management fees amounted to $4.7 million in 2024 , compared to $4.3 million in 2023 .
Terminal & Stevedore Expenses Terminal & Stevedore expenses increased to $5.8 million for the twelve months ended December 31, 2023, as a result of the company's acquisition of port and terminal operations in June 2023. 68 General and Administrative Expenses General and administrative expenses increased from $20.1 million for the year ended December 31, 2022 to $22.8 million for the year ended December 31, 2023.
Terminal & Stevedore Expenses Terminal and stevedore expenses increased to $9.3 million for the twelve months ended December 31, 2024, up from $5.8 million for the same period in 2023. This increase was primarily driven by the acquisition of port operations in June 2023, resulting in a full year of operational contributions in 2024.
We believe these policies require the most difficult, subjective, and complex judgments in estimating the effect of inherent uncertainties. Revenue Recognition: Revenues are generated from time charters and voyage charters. Time charter revenues are recognized on a straight-line basis over the term of the respective time charter agreements as service is provided.
The accounting policies and estimates that we believe are most critical to the portrayal of our financial condition and results of operations are listed below. We believe these policies require the most difficult, subjective, and complex judgments in estimating the effect of inherent uncertainties. Revenue Recognition: Revenues are generated from time charters and voyage charters.
Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing. 64 The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2023.
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2024.
Charter revenues decreased to $23.7 million from $59.7 million, or 60%, for the year ended December 31, 2023 compared to the same period in 2022.
The number of voyage days increased 5% to 15,669 for the twelve months ended December 31, 2024 from 14,922 for the same period in 2023. Charter revenues increased to $30.3 million from $23.7 million, or 28%, for the year ended December 31, 2024 compared to the same period in 2023.
The revenue decrease was primarily due to a 35% decrease in the average TCE rate, which was $15,849 per day for the twelve months ended December 31, 2023, compared to $24,434 per day for the same period in 2022. 67 Components of revenue are as follows: Voyage revenues decreased by 27% for the fiscal year ended December 31, 2023 to $468.6 million from $640.0 million for the same period in 2022.
Components of revenue are as follows: Voyage revenues increased by 5% for the fiscal year ended December 31, 2024 to $494.1 million from $468.6 million for the same period in 2023. The increase was primarily driven by higher average TCE rates in 2024 due to stronger market conditions.
We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including cargo demand for vessels, supply of vessels, competition, and seasonality.
We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including cargo demand for vessels, supply of vessels, competition, and seasonality. 67 TCE Performance For the year ended December 31, 2024 , the Company's TCE rate increased by 4% to $16,485 from $15,849 in 2023 , while dry bulk market rates for Panamax and Supramax vessels rose by approximately 17% .
Investing Activities Net cash used in investing activities during the twelve months ended December 31, 2023 was $16.0 million compared to net cash used in investing activities was $28.5 million for the same period in 2022.
Investing Activities Net cash used in investing activities for the twelve months ended December 31, 2024, was $67.7 million, compared to $16.0 million for the same period in 2023. In 2024, the Company spent $69.3 million on purchasing two vessels and vessel improvements and $0.0 million as a partial cash allocation for the SSI asset acquisition.
Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements as of December 31, 2023 or 2022. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES Not applicable for a smaller reporting company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES Not applicable for a smaller reporting company.
The increase was primarily due to an increase in costs associated with the acquisition of port and terminal operations in June of 2023. Depreciation and Amortization We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value.
Depreciation and Amortization We depreciate our vessels on a straight-line basis over their expected useful life, which ranges from 25 to 30 years from the date of initial delivery from the shipyard to the original owner. Depreciation is calculated based on the vessel's cost, less its estimated residual value.
Terminal & Stevedore revenues increased to $7.0 million, for the twelve months ended December 31, 2023, as a result of the company's acquisition of port and terminal operations in June 2023. Voyage Expenses Voyage expenses for the fiscal year ended December 31, 2023 were $227.4 million compared to $262.1 million for the year ended 2022, a decrease of approximately 13%.
Terminal & Stevedore revenues increased by 74% to $12.1 million from $7.0 million for the twelve months ended December 31, 2024 compared to the same period in 2023. This revenue increase is mainly due to the acquisition of port operations in June 2023, which contributed to a full year of operations in the current year.
Overview Critical Accounting Policies and Estimates As discussed in Note 3, "Summary of Significant Accounting Policies," of our Financial Statements, which more fully describes our significant accounting policies, the preparation of consolidated financial statements in accordance with U.S. GAAP requires us to exercise judgment in the process of applying our accounting policies.
The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. 71 Critical Accounting Policies and Estimates As discussed in Note 3, "Summary of Significant Accounting Policies," of our Financial Statements, which describes our significant accounting policies, the preparation of consolidated financial statements in accordance with U.S.
The decrease in voyage revenues was primarily due to lower average TCE rates earned throughout 2023 due to declined market rates. The number of voyage days decreased 2% to 14,922 for the twelve months ended December 31, 2023 from 15,237 for the same period in 2022.
The revenue increase was primarily due to a 4% increase in the average TCE rate, which was $16,485 per day for the twelve months ended December 31, 2024, compared to $15,849 per day for the same period in 2023.
During the year ended December 31, 2023, the Company (i) paid $27.3 million for the purchase of one vessel and other vessel improvements and (ii) paid $7.2 million net, for cash acquisition of a port and terminal operation. This use of cash was partially offset by the proceeds from the sale of two vessels for $17.3 million.
These outflows were partially offset by $1.9 million in dividends received from equity method investments. 70 In 2023, net cash used in investing activities totaled $16.0 million, primarily due to $27.3 million spent on vessel acquisitions and $7.2 million on port and terminal operations acquisitions, partially offset by the proceeds from the sale of two vessels for $17.3 million.
Removed
Forward Looking Statements All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements.
Added
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 14, 2024.
Removed
When used in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.
Added
Pangaea Logistics Solutions Ltd. and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services.
Removed
Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in Part I, Item 1A , above.
Added
Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone.
Removed
All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Added
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handysize, Handymax, Supramax, Ultramax and Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a short-term basis.
Removed
During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value. On April 20, 2022, the Company signed a memorandum of agreement to sell the m/v Bulk Pangaea for a total net consideration of $8.6 million after brokerage commissions.
Added
For the twelve months ended December 31, 2024, the Company operated on average a total fleet of 48 vessels. At December 31, 2024, 41 vessels were wholly-owned or partially-owned through joint ventures, following the acquisition of 15 Handysize vessels on December 30, 2024.
Removed
As a result, we recorded an impairment charge of $3.0 million in the first quarter of 2022. The impairment analysis did not indicate any impairment on the remaining fleet.
Added
The table set forth below indicates the purchase price of the Company’s vessels and the net carrying amount of each vessel as of December 31, 2024. 62 (In thousands of U.S. dollars) Vessel Name Date Acquired Size Year Build Purchase Price Net Carrying Amount m/v Bulk Endurance January 2017 Ultramax 1C 2017 $ 28,000 $ 20,616 m/v Bulk Destiny January 2017 Ultramax 1C 2017 24,000 17,729 m/v Bulk Prudence June 2023 Ultramax 2014 26,650 26,744 m/v Bulk Courageous April 2021 Ultramax 2013 16,798 16,028 m/v Nordic Oasis January 2016 Panamax 1A 2016 32,600 23,436 m/v Nordic Olympic February 2015 Panamax 1A 2015 32,600 22,089 m/v Nordic Odin February 2015 Panamax 1A 2015 32,625 21,980 m/v Nordic Oshima September 2014 Panamax 1A 2014 33,709 23,106 m/v Nordic Orion April 2012 Panamax 1A 2011 32,363 18,144 m/v Nordic Odyssey April 2012 Panamax 1A 2010 32,691 17,181 m/v Bulk Valor June 2021 Supramax 2013 18,182 15,726 m/v Bulk Friendship September 2019 Supramax 2011 14,447 11,957 m/v Bulk Sachuest October 2022 Supramax 2010 17,364 15,678 m/v Bulk Brenton July 2024 Supramax 2016 28,762 28,256 m/v Bulk Patience August 2024 Supramax 2016 28,663 28,240 m/v Bulk Independence May 2019 Supramax 2008 14,393 12,622 m/v Bulk Pride December 2017 Supramax 2008 14,023 10,678 m/v Bulk Freedom June 2017 Supramax 2005 9,016 7,326 m/v Bulk Spirit February 2019 Supramax 2009 13,000 11,961 m/v Bulk Xaymaca August 2018 Panamax 2006 14,010 11,042 m/v Bulk Concord February 2022 Panamax 2009 19,900 18,511 m/v Bulk Promise July 2021 Panamax 2013 18,633 16,344 m/v Nordic Nuluujaak May 2021 Post Panamax 1A 2021 38,424 34,667 m/v Nordic Qinngua June 2021 Post Panamax 1A 2021 38,471 34,655 m/v Nordic Sanngijuq September 2021 Post Panamax 1A 2021 37,920 34,291 m/v Nordic Siku November 2021 Post Panamax 1A 2021 37,935 34,672 m/v Strategic Fortitude December 2024 Handysize 2016 16,874 16,874 m/v Strategic Resolve December 2024 Handysize 2015 14,606 14,606 m/v Strategic Explorer December 2024 Handysize 2015 14,606 14,606 m/v Strategic Entity December 2024 Handysize 2015 14,606 14,606 m/v Strategic Synergy December 2024 Handysize 2014 14,062 14,062 m/v Strategic Alliance December 2024 Handysize 2014 14,062 14,062 m/v Strategic Unity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Harmony December 2024 Handysize 2014 14,062 14,062 m/v Strategic Equity December 2024 Handysize 2014 14,062 14,062 m/v Strategic Venture December 2024 Handysize 2014 14,062 14,062 m/v Strategic Savannah December 2024 Handysize 2013 11,431 11,431 m/v Strategic Spirit December 2024 Handysize 2012 11,068 11,068 m/v Strategic Vision December 2024 Handysize 2012 11,068 11,068 m/v Strategic Tenacity December 2024 Handysize 2012 10,705 10,705 m/v Strategic Endeavor December 2024 Handysize 2010 7,711 7,711 Miss Nora G.
Removed
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.
Added
The Company adopted ASU No. 2020-04, ASU No. 2021-01, and ASU No. 2022-06 related to Reference Rate Reform (Topic 848).
Removed
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.
Added
The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures." In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
Removed
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.
Added
This update expands the disclosure requirements for reportable segments by enhancing disclosures related to significant segment expenses, interim segment profit or loss, and segment assets. It also clarifies how the Chief Operating Decision Maker ("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources.
Removed
The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures. 65 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Added
The Company adopted ASU 2023-07 effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements. For additional details on the adoption effects of ASU 2023-07, refer to Note 16.
Removed
In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.
Added
Recently Issued Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.
Removed
TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on 66 voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts.
Added
The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its consolidated financial statements.
Removed
After reaching levels not seen in over a decade in 2021, the dry bulk freight market remained strong in historical terms in the first half of 2022 before slowing down in the second half of the year due to decreased freight demand. This slowdown continued through the first quarter of 2023, with signs of improvement throughout the remainder of 2023.
Added
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.

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