COMMON STOCK AND NON-CONTROLLING INTEREST

Common stock

The Company has 100,000,000 shares of common stock ($0.0001 par value) authorized, of which 43,998,560 were issued as of December 31, 2018.

On August 9, 2016, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 9, 2016. The PANGAEA LOGISTICS SOLUTIONS LTD. 2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 9, 2016), (the "Amended Plan"), increased the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 3,000,000. This was a net increase of 1,500,000 new shares.

At December 31, 2018, shares issued to members of our board of directors who are not our employees totaled 529,223, all of which are vested at December 31, 2018. There were 242,358 shares vested at December 31, 2017.

At December 31, 2018, shares issued to employees under the Amended Plan totaled 1,838,914 after forfeitures. These restricted shares vest at the rate of one-third of the total granted on each of the third, fourth and fifth anniversaries of the vesting commencement date. Vested shares at December 31, 2018 and 2017 totaled 376,991 and 16,000, respectively.

Total non-cash compensation cost recognized during the years ended December 31, 2018 and 2017 is approximately $1,200,214 and $1,074,038, respectively, which is included in general and administrative expenses in the consolidated statements of operations.



	Shares awarded pursuant to the Amended Plan
	Shares		Weighted-Average Grant-Date Fair Value Per Share
Nonvested shares at December 31, 2017	1,837,147		$	2.74
Granted	302,385		3.10
Vested	(579,258	)	2.55
Forfeited	(98,351	)	2.92

Nonvested at December 31, 2018	1,461,923		$	2.89



	Fiscal Years Ended December 31,
	2018		2017
Fair value of restricted shares vested	$	1,478,051	$	570,011
Unrecognized compensation cost for restricted shares	$	3,445,031	$	3,909,212
Weighted average remaining period to expense for restricted shares (years)	2.45		3.03

Dividends

Dividends on common stock are recorded when declared by the Board of Directors. There were no dividends declared during the years ended December 31, 2018 and 2017.

Dividends payable consist of the following, all of which are payable to related parties:



	2013 common stock dividend			2013 Odyssey and Orion dividend			Total
Balance at December 31, 2016	$	6,411,540		$	904,803		$	7,316,343
Converted to common shares	(77,942		)	—			(77,942		)
Balance at December 31, 2017	6,333,598			904,803			7,238,401
Paid in cash	(2,270,000		)	(904,803		)	(3,174,803		)
Balance at December 31, 2018	$	4,063,598		$	—		$	4,063,598

Non-controlling interest

Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $70,193,000 and $63,953,000 at December 31, 2018 and 2017, respectively.

Non-controlling interest attributable to VBC was approximately $1,499,000 and $1,352,000 at December 31, 2018 and 2017, respectively.