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Common Stock and Non-Controlling Interest

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

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 45,898,395 were issued as of December 31, 2022.

Restricted Securities

On August 5, 2022, the Company's shareholders approved an amendment and restatement of the 2014 Plan that was adopted by the Board on May 6, 2022. The PANGAEA LOGISTICS SOLUTIONS LTD. 2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 6, 2022), (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 6,200,000. As of December 31, 2022, there were 1,930,227 common shares available for grants of awards under the 2014 Incentive Plan.

At December 31, 2022, shares issued to employees under the Amended Plan totaled 3,109,063 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.

Total non-cash compensation cost recognized during the years ended December 31, 2022 and 2021 is $1,767,726 and $2,102,897, respectively, which is included in general and administrative expenses in the consolidated statements of operations.

A summary of activity related to outstanding restricted securities for fiscal years 2022 and 2021 is presented in the table below:

						Restricted Shares						Weighted-Average Grant-Date Fair Value Per Share
Unvested shares at December 31, 2020						1,825,426						$	2.96
Granted						243,660						$	3.43
Vested						(428,626)						$	3.13
Forfeited						(27,601)						$	2.84
Unvested shares at December 31, 2021						1,612,859						$	2.91
Granted						460,045						$	4.09
Vested						(624,573)						$	3.42
Forfeited						(81,021)						$	3.03
Unvested shares at December 31, 2022						1,367,310						$	3.07

						Fiscal Years Ended December 31,
						2022						2021
Fair value of restricted shares vested						$	2,690,011					$	1,340,119
Unrecognized compensation cost for restricted shares						$	2,585,307					$	2,718,222
Weighted average remaining period to expense restricted shares (years)						2.92						2.98

Dividends

Dividends payable consist of the following:

												Dividends payable (1)
Balance at December 31, 2020												$	1,005,763
Accrued dividend												114,901
Paid in cash												(906,899)
Balance at December 31, 2021												213,765
Accrued dividend												481,693
Paid in cash												(69,280)
Balance at December 31, 2022												$	626,178

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

Noncontrolling Interests

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 $53,292,000 and $52,041,000 at December 31, 2022 and 2021, respectively.

Non-controlling interest attributable to VLNL was approximately $1,203,000 and $1,439,000 at December 31, 2022 and 2021, respectively.

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- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-URI https://asc.fasb.org/topic&trid=2197479

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- References

No definition available.

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