PANL 8-K
Pangaea Logistics Solutions Ltd. (PANL)
8-K
2026-08-10
For: 2026-08-10
View Original
Added on
August 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||||||
| of Incorporation) | File Number) | Identification No.) | ||||||
c/o Phoenix Bulk Carriers (US) LLC
(Address of Principal Executive Offices) (Zip Code)
(401 ) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. | ||||
On August 10, 2026 , the Company issued a press release announcing financial results for the three months ended June 30, 2026. The press release is furnished as Exhibit 99.1, and the Quarterly Investor Presentation is furnished as Exhibit 99.2.
The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits
| Exhibit | Description | ||||
99.1 August 10, 2026 press release entitled "Pangaea Logistics Solutions Ltd. Reports Second Quarter 2026 Financial Results" (furnished pursuant to Item 2.02)
99.2 Q2 2026 Investor Presentation of Pangaea Logistics Solutions Ltd. dated August 10, 2026
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2026
| PANGAEA LOGISTICS SOLUTIONS LTD. | ||||||||
| By: | /s/ Gianni Del Signore | |||||||
| Name: Gianni Del Signore Title: Chief Financial Officer | ||||||||
Pangaea Logistics Solutions Ltd. Reports Financial Results for the Second Quarter Ended June 30, 2026
NEWPORT, RI - August 10, 2026 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months ended June 30, 2026.
SECOND QUARTER 2026 RESULTS
•GAAP net income attributable to Pangaea of $10.2 million, or $0.16 per share
•Adjusted net income attributable to Pangaea of $16.9 million, or $0.26 per share
•Adjusted EBITDA of $35.0 million
•Operating cash flow of $21.1 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $18,153 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax, Supramax, and Handysize indices by 10%
•Ratio of net debt to trailing twelve-month Adjusted EBITDA of 2.1x
•Declared quarterly cash dividend of $0.10 per common share
For the three months ended June 30, 2026, Pangaea reported non-GAAP adjusted net income of $16.9 million, or $0.26 net income per share, on total revenue of $187.1 million. Second quarter TCE rates increased 50% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, decreased 8% to 5,735 days primarily due the sale of two owned vessels in the fleet compared to the prior-year period.
The TCE earned was $18,153 per day for the three months ended June 30, 2026, compared to an average of $12,108 per day for the same period in 2025. During the second quarter ended June 30, 2026, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax, Supramax, and Handysize indices by 10%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.
Total Adjusted EBITDA increased by 125.1% to $35.0 million in the second quarter of 2026, compared to the prior-year period. Total Adjusted EBITDA margin was 18.7% during the second quarter of 2026, compared to 9.8% during the prior year period.
As of June 30, 2026, the Company had $105.7 million in unrestricted cash and cash equivalents. Total debt, including finance lease obligations was $352.4 million. During the three months ending June 30, 2026, the Company made payments of $4.3 million on long-term debt, $7.0 million on financing obligations, and $0.3 million on finance lease liabilities. The Company also paid $3.2 million in dividends.
The Company’s Board of Directors also declared a quarterly cash dividend of $0.10 per common share, payable on September 15, 2026, to shareholders of record as of the close of business on September 1, 2026.
MANAGEMENT COMMENTARY
“Our strong execution, fleet positioning and favorable market conditions combined to generate robust year-over-year growth on both our top and bottom line in the second quarter,” stated Mads Boye Petersen, President and Chief Executive Officer of Pangaea Logistics Solutions. “Our performance reflects our focus on the positioning of our fleet to enable us to capitalize on back haul opportunities and expand our presence in the Pacific market. While shipping days were down compared to the prior year period, we generated an increase in TCE rates of 50% year-over-year and outperformed market rates by 10%. In our Atlantic markets, we increased our exposure to shorter-term time charters and executed well with our chartered-in business by taking advantage of arbitrage opportunities and efficiently trade our owned vessels, which further enhanced our second quarter financial results.”
“Demand for dry bulk shipping has been strong through the first half of the year,” Petersen noted. “Chinese iron ore imports and the transport of grains from the Atlantic to Asia have been key factors underpinning market fundamentals thus far in 2026. These favorable dynamics have continued into the third quarter, and quarter-to-date we have executed 4,873 shipping days at an average TCE of $20,258 per day, as we enter our premium summer ice class season."
"Our strong second quarter profitability drove increased cash flow during the second quarter, which enhanced our liquidity position. Our financial flexibility enables us to take a balanced, returns-focused approach to capital,” continued Petersen. “We continue to prioritize sustainable returns of capital and selective organic growth investments, all with the objective of enhancing long-term shareholder value. During the quarter, we advanced our port expansion strategy with the start-up of operations at Port Tampa Bay, Florida.”
“Looking ahead, we are focused on maintaining commercial discipline, efficient execution across our platform and continuing to grow our integrated logistics capabilities,” concluded Petersen. “With a dynamic operating model, a strong liquidity position and a
clear capital allocation strategy, we believe Pangaea is well positioned to navigate changing market conditions while continuing to create value for shareholders."
STRATEGIC UPDATE
Pangaea remains committed to developing a leading dry bulk logistics and transportation services company of scale, providing its customers with specialized shipping and supply chain and logistics offerings in commodity and niche markets that drive premium returns measured in time charter equivalent per day.
Growing our combined shipping and logistics model. Pangaea continues to grow its integrated shipping and logistics model to deliver increased value across the dry bulk supply chain. In addition to operating a specialized fleet of dry bulk vessels, the Company provides stevedoring services and maintains port and terminal operations capabilities that complement its core shipping platform. During the second quarter of 2026, the Company continued to advance its organic growth strategy by scaling its port and terminal operations with the start-up of new operations at Port Tampa Bay, Florida. This investment is designed to expand the Company’s logistics activities, strengthen customer relationships and support long-term growth through a broader service offering.
Continue to drive strong fleet utilization. Pangaea delivered strong fleet utilization during the second quarter, supported by strategic fleet positioning to capitalize on back haul opportunities as well as on a favorable demand environment in the Pacific. The Company’s owned fleet of 38 vessels operated at high efficiency, supplemented by an average of 26 chartered-in vessels to fulfill cargo and COA commitments. Following the successful integration of the recently acquired handy-size fleet, Pangaea remains focused on optimizing utilization across its expanded platform and enhancing flexibility to meet the evolving needs of its customers.
Continue to upgrade fleet, while divesting older, non-core assets. Pangaea continues to execute its disciplined fleet renewal strategy, selectively investing in modern assets to support TCE performance, comply with evolving regulatory standards and meet customer cargo requirements. In February 2026, the Company entered into an agreement to sell the 2006-built Bulk Xaymaca for $9.6 million, a transaction that was completed in the second quarter of 2026. These actions reflect Pangaea’s continued commitment to maintaining a modern, efficient fleet and divesting older, non-core assets.
SECOND QUARTER 2026 CONFERENCE CALL
The Company’s management team will host a conference call to discuss the Company’s financial results on Tuesday, August 11, 2026 at 8:00 a.m., Eastern Time (ET). Accompanying presentation materials will be available in the Investor Relations section of the Company’s website at https://www.pangaeals.com/investors/.
To participate in the live teleconference:
Domestic Live: 1-833-316-1983
International Live: 1-785-838-9310
Conference ID: PANLQ226
To listen to a replay of the teleconference, which will be available through August 18, 2026:
Domestic Replay: 1-800-925-9941
International Replay: 1-402-220-5395
Pangaea Logistics Solutions Ltd.
Unaudited Interim Condensed Consolidated Statements of Operations
(U.S. Dollars in thousands, except for share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Voyage revenue | $ | 171,697 | $ | 146,269 | $ | 323,697 | $ | 255,929 | |||||||||||||||
| Charter revenue | 11,469 | 6,850 | 23,911 | 16,843 | |||||||||||||||||||
| Port terminal & stevedore revenue | 3,953 | 3,571 | 10,091 | 6,720 | |||||||||||||||||||
| Total revenues, net | 187,119 | 156,689 | 357,699 | 279,491 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Voyage expense | 79,058 | 77,782 | 152,796 | 138,089 | |||||||||||||||||||
| Charter hire expense | 39,104 | 31,423 | 78,282 | 49,064 | |||||||||||||||||||
| Vessel operating expense | 23,263 | 23,375 | 43,825 | 45,553 | |||||||||||||||||||
| Terminal & Stevedore Expenses | 2,954 | 2,686 | 7,329 | 5,238 | |||||||||||||||||||
| General and administrative | 8,962 | 7,172 | 18,989 | 14,446 | |||||||||||||||||||
| Depreciation and amortization | 12,433 | 10,597 | 24,309 | 20,521 | |||||||||||||||||||
| Loss on write-down of vessel held for sale | — | — | 358 | — | |||||||||||||||||||
| Total expenses | 165,774 | 153,036 | 325,888 | 272,911 | |||||||||||||||||||
| Income from operations | 21,345 | 3,654 | 31,811 | 6,580 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (5,730) | (6,028) | (11,674) | (12,174) | |||||||||||||||||||
| Interest income | 1,069 | 292 | 3,121 | 736 | |||||||||||||||||||
| Unrealized loss on derivative instruments, net | (6,696) | (1,301) | (89) | (1,117) | |||||||||||||||||||
| Other income | 494 | 484 | 978 | 877 | |||||||||||||||||||
| Total other income (expense), net | (10,863) | (6,554) | (7,664) | (11,679) | |||||||||||||||||||
| Net income (loss) | 10,481 | (2,900) | 24,146 | (5,099) | |||||||||||||||||||
| (Income) loss attributable to non-controlling interests | (280) | 158 | (650) | 376 | |||||||||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 10,201 | $ | (2,742) | $ | 23,496 | $ | (4,723) | |||||||||||||||
| Net income (loss) per common share | |||||||||||||||||||||||
| Basic | $ | 0.16 | $ | (0.04) | $ | 0.37 | $ | (0.07) | |||||||||||||||
| Diluted | $ | 0.16 | $ | (0.04) | $ | 0.36 | $ | (0.07) | |||||||||||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||||||||||||||
| Basic | 64,396,991 | 64,042,209 | 64,295,098 | 63,988,996 | |||||||||||||||||||
| Diluted | 65,025,857 | 64,042,209 | 64,901,400 | 63,988,996 | |||||||||||||||||||
Amounts presented in the accompanying consolidated financial statements are expressed in thousands of U.S. dollars unless otherwise indicated. Certain amounts may not sum due to rounding.
Pangaea Logistics Solutions Ltd.
Unaudited Interim Condensed Consolidated Balance Sheets
(U.S. Dollars in thousands, except for share and per share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 105,675 | $ | 103,054 | |||||||
| Accounts receivable (net of allowance of $6,536 and $6,017 at June 30, 2026 and December 31, 2025, respectively) | 59,147 | 55,854 | |||||||||
| Inventories | 51,095 | 28,389 | |||||||||
| Advance hire, prepaid expenses and other current assets | 50,027 | 28,478 | |||||||||
| Total current assets | 265,944 | 215,776 | |||||||||
| Restricted cash | 270 | 270 | |||||||||
Fixed assets, at cost, net of accumulated depreciation of $200,962 and $179,988 at June 30, 2026 and December 31, 2025, respectively | 667,189 | 677,518 | |||||||||
Finance lease right of use assets, at cost, net of accumulated depreciation of $7,648 and $12,678 at June 30, 2026 and December 31, 2025, respectively | 16,376 | 26,866 | |||||||||
| Goodwill | 3,105 | 3,105 | |||||||||
| Other non-current Assets | 3,792 | 4,561 | |||||||||
| Total assets | $ | 956,677 | $ | 928,096 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | 83,012 | $ | 54,257 | |||||||
| Affiliated companies payable | 1,085 | 806 | |||||||||
| Deferred revenue | 27,805 | 24,891 | |||||||||
| Current portion of secured long-term debt | 40,155 | 16,910 | |||||||||
| Current portion of financing obligations | 38,521 | 27,896 | |||||||||
| Current portion of finance lease liabilities | 1,000 | 2,076 | |||||||||
| Dividend payable | 607 | 1,198 | |||||||||
| Total current liabilities | 192,184 | 128,034 | |||||||||
| Noncurrent liabilities | |||||||||||
| Secured long-term debt, net | 66,542 | 97,157 | |||||||||
| Financing obligations, net | 195,360 | 219,774 | |||||||||
| Long-term liabilities - other | 7,909 | 8,395 | |||||||||
| Total noncurrent liabilities | 269,811 | 325,326 | |||||||||
| Stockholders' equity: | |||||||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 65,473,772 shares issued and outstanding at June 30, 2026; 64,973,988 shares issued and outstanding at December 31, 2025 | 7 | 7 | |||||||||
| Additional paid-in capital | 259,394 | 257,072 | |||||||||
| Retained earnings | 189,228 | 172,255 | |||||||||
| Total Pangaea Logistics Solutions Ltd. equity | 448,629 | 429,333 | |||||||||
| Non-controlling interests | 46,053 | 45,403 | |||||||||
| Total stockholders' equity | 494,682 | 474,736 | |||||||||
| Total liabilities and stockholders' equity | $ | 956,677 | $ | 928,096 | |||||||
Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(U.S. dollars in thousands, except per share data)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | 24,146 | $ | (5,099) | |||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | 24,309 | 20,521 | |||||||||
| Amortization of deferred financing costs | 517 | 611 | |||||||||
| Amortization of prepaid rent | 59 | 60 | |||||||||
| Unrealized (gain) loss on derivative instruments | 89 | 1,117 | |||||||||
| Income from equity method investee | (1,240) | (877) | |||||||||
| Provision for doubtful accounts | 904 | 1,066 | |||||||||
| Loss on write-down of vessel held for sale | 358 | — | |||||||||
| Drydocking costs | (8,946) | (11,945) | |||||||||
| Share-based compensation | 2,322 | 2,081 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (4,197) | (8,021) | |||||||||
| Inventories | (22,706) | (5,736) | |||||||||
| Advance hire, prepaid expenses and other current assets | (22,079) | (355) | |||||||||
| Accounts payable, accrued expenses and other current liabilities | 29,426 | 13,572 | |||||||||
| Deferred revenue | 2,914 | 3,044 | |||||||||
| Net cash provided by operating activities | 25,878 | 10,039 | |||||||||
| Investing activities | |||||||||||
| Purchase of vessels, vessel improvements and equipment | (684) | (223) | |||||||||
| Purchase of fixed assets and equipment | (3,740) | (1,346) | |||||||||
| Proceeds from sale of vessels and equipment | 9,678 | — | |||||||||
| Dividends received from equity method investments | 1,100 | — | |||||||||
| Distributions from (Contributions to) non-consolidated subsidiaries | 754 | (842) | |||||||||
| Net cash provided by (used in) investing activities | 7,109 | (2,411) | |||||||||
| Financing activities | |||||||||||
| Proceeds from long-term debt | 812 | — | |||||||||
| Payments of long-term debt | (8,471) | (8,269) | |||||||||
| Payments of financing obligations | (14,017) | (12,602) | |||||||||
| Payments of finance leases | (1,576) | (1,422) | |||||||||
| Dividends paid to non-controlling interests | — | (1,942) | |||||||||
| Cash dividends paid | (7,114) | (9,939) | |||||||||
| Payments to repurchase ordinary shares | — | (1,007) | |||||||||
| Net cash used in financing activities | (30,366) | (35,180) | |||||||||
| Net change in cash and cash equivalents | 2,621 | (27,553) | |||||||||
| Cash and cash equivalents at beginning of period | 103,054 | 86,805 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 105,675 | $ | 59,253 | |||||||
| Supplemental cash flow information | |||||||||||
| Cash and cash equivalents | $ | 105,675 | $ | 63,949 | |||||||
| Restricted cash | 270 | — | |||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | 105,945 | $ | 63,949 | |||||||
| Capital expenditures included in accounts payable and accrued expenses | $ | 3,399 | $ | 2,010 | |||||||
Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net Transportation and Service Revenue | ||||||||||||||||||||||||||
| Gross Profit | $ | 30,343 | $ | 10,865 | $ | 51,230 | $ | 21,093 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Vessel Depreciation and Amortization | 12,397 | 10,558 | 24,237 | 20,454 | ||||||||||||||||||||||
| Net transportation and service revenue | $ | 42,740 | $ | 21,423 | $ | 75,467 | $ | 41,547 | ||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Net income (loss) | 10,481 | (2,900) | 24,146 | (5,099) | ||||||||||||||||||||||
| Interest expense, net | 4,661 | 5,737 | 8,553 | 11,438 | ||||||||||||||||||||||
| Depreciation and amortization | 12,433 | 10,597 | 24,309 | 20,521 | ||||||||||||||||||||||
| Income tax provision (included in Other income / expense) | 119 | 270 | 434 | 323 | ||||||||||||||||||||||
| EBITDA | $ | 27,694 | $ | 13,704 | $ | 57,442 | $ | 27,183 | ||||||||||||||||||
| Non-GAAP Adjustments: | ||||||||||||||||||||||||||
| Loss on write-down of vessel held for sale | — | — | 358 | — | ||||||||||||||||||||||
| Share-based compensation | 622 | 549 | 2,322 | 2,081 | ||||||||||||||||||||||
| Unrealized loss on derivative instruments, net | 6,696 | 1,301 | 89 | 1,117 | ||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 35,013 | $ | 15,554 | $ | 60,212 | $ | 30,381 | ||||||||||||||||||
| Net income (loss) per common share | ||||||||||||||||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 10,201 | $ | (2,742) | $ | 23,496 | $ | (4,723) | ||||||||||||||||||
| Weighted average number of common shares outstanding - basic | 64,396,991 | 64,042,209 | 64,295,098 | 63,988.996 | ||||||||||||||||||||||
| Weighted average number of common shares outstanding - diluted | 65,025,857 | 64,042,209 | 64,901,400 | 63,988.996 | ||||||||||||||||||||||
| Basic net income (loss) per share | $ | 0.16 | $ | (0.04) | $ | 0.37 | $ | (0.07) | ||||||||||||||||||
| Diluted net income (loss) per share | $ | 0.16 | $ | (0.04) | $ | 0.36 | $ | (0.07) | ||||||||||||||||||
| Adjusted EPS | ||||||||||||||||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 10,201 | $ | (2,742) | $ | 23,496 | $ | (4,723) | ||||||||||||||||||
| Non-GAAP | ||||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Loss on write-down of vessel held for sale | — | — | 358 | — | ||||||||||||||||||||||
| Unrealized loss on derivative instruments, net | 6,696 | 1,301 | 89 | 1,117 | ||||||||||||||||||||||
| Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. | $ | 16,897 | $ | (1,441) | $ | 23,944 | $ | (3,606) | ||||||||||||||||||
| Weighted average number of common shares - basic | 64,396,991 | 64,042,209 | 64,295,098 | 63,988,996 | ||||||||||||||||||||||
| Weighted average number of common shares - diluted | 65,025,857 | 64,042,209 | 64,901,400 | 63,988,996 | ||||||||||||||||||||||
| Adjusted EPS - basic | $ | 0.26 | $ | (0.02) | $ | 0.37 | $ | (0.06) | ||||||||||||||||||
| Adjusted EPS - diluted | $ | 0.26 | $ | (0.02) | $ | 0.37 | $ | (0.06) | ||||||||||||||||||
Amounts presented in the accompanying consolidated financial statements are expressed in thousands of U.S. dollars unless otherwise indicated. Certain amounts may not sum due to rounding.
INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release discusses non-GAAP financial measures, including non-GAAP net revenue and non-GAAP adjusted EBITDA. This is considered a non-GAAP financial measure as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use non-GAAP financial measures for internal financial and operational decision making purposes and as a means to evaluate period-to-period comparisons of the performance and results of operations of our core business. Our management believes that non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding charges that are not incurred in the normal course of business. Non-GAAP financial measures also facilitate management's internal planning and comparisons to our historical performance and liquidity. We believe certain non-GAAP financial measures are useful to investors as they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and are used by our institutional investors and the analyst community to help them analyze the performance and operational results of our core business.
Adjusted gross profit. Adjusted gross profit is defined as GAAP gross profit excluding transportation and service depreciation and amortization. Management believes this measure provides investors with additional insight into the operating performance of the Company’s shipping, terminal and stevedoring operations by excluding non-cash depreciation and amortization expenses associated with vessels and terminal and stevedoring assets. Adjusted gross profit is not a measure recognized under U.S. GAAP and should not be considered an alternative to gross profit, operating income or net income. The Company’s definition of adjusted gross profit may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA and adjusted EPS. Adjusted EBITDA represents net income (loss), determined in accordance with U.S. GAAP, adjusted for interest expense, net, income taxes, depreciation and amortization and, when applicable, certain items that management does not consider indicative of core operating performance, including vessel impairment charges, share-based compensation, unrealized gains and losses on derivative instruments, gains or losses on vessel sale or sale and leaseback transactions, and other non-operating or non-recurring items.
Earnings per share represents net income divided by the weighted average number of common shares outstanding. Adjusted earnings per share represents net income attributable to Pangaea Logistics Solutions Ltd., adjusted when applicable for items such as vessel impairment charges, unrealized gains and losses on derivative instruments, gains or losses on vessel sale or sale and leaseback transactions, and certain non-recurring items, divided by the weighted average number of shares of common stock.
The table above provides a reconciliation of the non-GAAP financial measures presented herein to the most directly comparable financial measures prepared in accordance with GAAP.
About Pangaea Logistics Solutions Ltd.
Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services. 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. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Learn more at www.pangaeals.com.
Investor Relations Contacts
| Gianni Del Signore | Stefan C. Neely | |||||||
| Chief Financial Officer | Vallum Advisors | |||||||
| 401-846-7790 | ||||||||
| [email protected] | [email protected] | |||||||
Forward-Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.
2Q26 Earnings Call Presentation 2 Safe Harbor 2Q26 Earnings Call Presentation This presentation may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Pangaea’s and managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Pangaea’s business. These risks, uncertainties and contingencies include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which Pangaea is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of logistics and shipping services; general economic conditions; geopolitical events and regulatory changes; and other factors set forth in Pangaea’s filings with the Securities and Exchange Commission and the filings of its predecessors. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that certain of Pangaea’s financial results are unaudited and do not conform to SEC Regulation S-X and as a result such information may fluctuate materially depending on many factors. Accordingly, Pangaea’s financial results in any particular period may not be indicative of future results. Pangaea is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. 3 2Q26 Performance Highlights Robust growth driven by strong execution and strategic fleet positioning Supportive dry bulk market conditions, strong operating execution and strategic fleet positioning resulted in TCE rates outperforming benchmark Panamax, Supramax and Handysize indices by 10%. Adjusted EBITDA of $35.0 million, increase of 125% year-over-year, driven by a 50% improvement in TCE rates. As of August 10, 2026 booked 4,873 days at an average of $20,258/day driven by a continued focus on premium cargo opportunities and prudent risk management while navigating higher fuel costs. Continue to execute on key capital allocation priorities, including increasing the quarterly cash dividend to $0.10 per common share, payable on September 15, 2026. In 2Q26, completed the sale of the 2006-built Bulk Xaymaca for $9.6 million. Second quarter 2026 GAAP net income of $10.2 million, or $0.16 per share and Adjusted net income of $16.9 million, or $0.26 per share. Second quarter of 2026 cash flow from operations was $21.1 million, combined with vessel sale, debt repayment, and shareholder capital returns during the quarter resulted in unrestricted cash and cash equivalents of $105.7 million at quarter-end and net leverage of 2.1x. 4 2Q 2026 Performance Summary Adjusted EBITDA $s in Millions Adjusted EPS $s per Share TCE Rate $s per Shipping Day Operating Cash Flow $s in Millions
5 Outperforming Industry Benchmark Our TCE has exceeded the market by an average of 25% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above-Market Performance • Current 3Q26 booked TCE rate of $20,258, a 14% premium to the market average through the quarter.* • Our niche, higher-margin trades, long-term COAs and charter-in strategy remain key areas of differentiation. * Q3 26 estimated TCE performance based on shipping days booked as of August 10, 2026 **Average of the published Panamax, Supramax and Handysize indices, net of commission 6 Return of Capital Program Quarterly cash dividend and share repurchase program, support long-term shareholder value creation Annual Dividend Payout Ratio % of Adjusted Net Income Total Annual Cash Dividend Paid $s per Share Annual Dividend Coverage Ratio Ratio of Operating Cash Flow to Dividends Issued Strong cash flow and profitability support consistent return of capital through the cycle Consistent dividend payout amid strategic execution and fleet growth $12 million repurchase authorization allows for flexible and opportunistic capital deployment 7 Balance Sheet Update Ample liquidity to support ongoing growth of business Continue to opportunistically invest in modern and regulatory compliant vessel fleet to meet customer cargo requirements on demand Strong financial position underpinned by $105.7 million cash balance and 2.1x net leverage as of June 30, 2026 Capital allocation priorities will be balanced between fleet investment, debt repayment, opportunistic M&A and shareholder returns 1) Total net debt as of 12/31/24 reflects $100mm in incremental finance lease obligations assumed as part of the SSI acquisition, which closed on 12/30/24. 2) Total net debt and total cash for 2Q26 (as of 6/30/26) exclude $0.3 million in restricted cash related to a bank guarantee issued in connection with the Company’s insurance arrangements. (1) (2) (2) 8 Macro Shipping Outlook Focused on providing comprehensive logistics solutions with targeted dry bulks Near Term Outlook (2H 2026) Medium Term Outlook (2027) Long-Term Outlook (2028 & Beyond) • Positive momentum in iron ore, grain and minor bulk trades carried into the third quarter, with strength broad-based across vessel classes. • Moderate fleet growth is expected to be broadly offset by increased tonne-mile demand as disruption of trade routes continue. • Arctic seasonal tailwinds, better-than- expected trade activity and a manageable orderbook support healthy pricing through year end. • Long-haul Atlantic-to-Asia and West African ore volumes and bauxite should continue to lend tonne-mile support. • Disruption of trade routes, geopolitical tension and future restriction on vessel speeds remain the key variables to watch. • Global bulk carrier supply is increasing but is expected to remain at low levels in historical terms. • Ongoing fleet renewal monetizes older tonnage and improves fleet efficiency ahead of evolving regulatory requirements. • Geopolitical changes should add tonne- mile demand in the sub-Cape and minor bulk trades central to our cargo book. • Expanding niche bulk trades and a growing onshore logistics platform serve as multi-year growth engines.
9 Value Creation Strategy Durable business model insulated from macro volatility – focused on deploying capital to drive above-sector growth 10 Investment Conclusion Small-cap growth play with stable return of capital program Integrated shipping-logistics model delivering consistent, above-market returns Focused on consistently high fleet utilization to drive operating leverage Positioned to benefit from tightening global supply of dry-bulk vessels amid continued demand growth Growing on-shore logistics offering provides significant, incremental revenue opportunities Leading position within Ice-Class trades supports superior earned TCE rates Disciplined capital allocation strategy Long-term cargo-based contracts provide multi-year demand visibility Significant balance sheet optionality to pursue growth, low net leverage Confidential: Pangaea Logistics Solutions Appendix 12 Selected Balance Sheet Data June 30, 2026 December 31, 2025 (in thousands,may not foot due to rounding) Current Assets Cash and cash equivalents $ 105,675 $ 103,054 Accounts receivable, net 59,147 55,854 Other current assets 101,122 56,868 Total current assets $ 265,944 $ 215,776 Restricted cash 270 270 Fixed assets, including finance lease right of use assets, net 683,565 704,384 Goodwill 3,105 3,105 Other Non-current Assets 3,792 4,561 Total assets $ 956,677 $ 928,096 Current liabilities Accounts payable, accrued expenses and related party payable $ 84,097 $ 55,063 Current portion long-term debt and finance lease liabilities 79,676 46,882 Other current liabilities 28,411 26,089 Total current liabilities 192,184 128,034 Secured long-term debt and finance lease liabilities, net 269,811 325,326 Total Pangaea Logistics Solutions Ltd. equity 448,629 429,333 Non-controlling interests 46,053 45,403 Total stockholders' equity 494,682 474,736 Total liabilities and stockholders' equity $ 956,677 $ 928,096
13 Selected Income Statement Data (1) Adjusted EBITDA is net income (or loss) under U.S. GAAP, excluding interest expense and income, income taxes, depreciation and amortization, impairment losses, gain or loss on vessel sales, sale and leaseback losses, share-based compensation, non-operating items, and other non-recurring items. Management and certain investors use Adjusted EBITDA to assess operating performance, and Pangaea’s Board reviews it periodically. It is a non-GAAP measure and may differ from definitions used by other companies. (in thousands,may not foot due to rounding) Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Revenues: Voyage revenue $ 171,697 $ 146,269 $ 323,697 $ 255,929 Charter revenue 11,469 6,850 23,911 16,843 Terminal & stevedore revenue 3,953 3,571 10,091 6,720 Total revenue 187,119 156,689 357,699 279,491 Expenses: Voyage expense 79,058 77,782 152,796 138,089 Charter hire expense 39,104 31,423 78,282 49,064 Vessel operating expenses 23,263 23,375 43,825 45,553 Terminal Expenses 2,954 2,686 7,329 5,238 General and administrative 8,962 7,172 18,989 14,446 Depreciation and amortization 12,433 10,597 24,309 20,521 Loss on write-down of vessel held for sale — — 358 — Total expenses 165,774 153,036 325,888 272,911 Income from operations 21,345 3,654 31,811 6,580 Total other expense, net (10,863) (6,554) (7,664) (11,679) Net income (loss) 10,481 (2,900) 24,146 (5,099) (Income) loss attributable to non-controlling interests (280) 158 (650) 376 Net income (loss) attributable to Pangaea Logistics Solutions Ltd. $ 10,201 $ (2,742) $ 23,496 $ (4,723) Adjusted EBITDA (1) $ 35,013 $ 15,554 $ 60,212 $ 30,381 14 Reconciliation of Non-GAAP Measures Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Net Transportation and Service Revenue Gross Profit $ 30,343 $ 10,865 $ 51,230 $ 21,093 Add: Vessel Depreciation and amortization 12,397 10,558 24,237 20,454 Net transportation and service revenue $ 42,740 $ 21,423 $ 75,467 $ 41,547 Adjusted EBITDA Net income (loss) $ 10,481 $ (2,900) $ 24,146 $ (5,099) Interest expense, net 4,661 5,737 8,553 11,438 Depreciation and amortization 12,433 10,597 24,309 20,521 Income tax provision (included in Other income / expense) 119 270 434 323 EBITDA (Non-GAAP) $ 27,694 $ 13,704 $ 57,442 $ 27,183 Adjustments to EBITDA Loss on write-down of vessel held for sale — — 358 — Share-based compensation 622 549 2,322 2,081 Unrealized loss on derivative instruments, net 6,696 1,301 89 1,117 Adjusted EBITDA $ 35,013 $ 15,554 $ 60,212 $ 30,381 15 Reconciliation of Non-GAAP Measures In thousands, except per share amounts (earnings per common share and adjusted earnings per common share). Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. $ 10,201 $ (2,742) $ 23,496 $ (4,723) Weighted average number of common shares - basic 64,396,991 64,042,209 64,295,098 63,988,996 Weighted average number of common shares - diluted 65,025,857 64,042,209 64,901,400 63,988,996 Earnings per common share - basic $ 0.16 $ (0.04) $ 0.37 $ (0.07) Earnings per common share - diluted $ 0.16 $ (0.04) $ 0.36 $ (0.07) Adjusted EPS Net income (loss) attributable to Pangaea Logistics Solutions Ltd. $ 10,201 $ (2,742) $ 23,496 $ (4,723) Non-GAAP Add: Loss on write-down of vessel held for sale — — 358 — Unrealized loss on derivative instruments, net 6,696 1,301 89 1,117 Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. $ 16,897 $ (1,441) $ 23,944 $ (3,606) Weighted average number of common shares - basic 64,396,991 64,042,209 64,295,098 63,988,996 Weighted average number of common shares - diluted 65,025,857 64,042,209 64,901,400 63,988,996 Adjusted EPS - basic $ 0.26 $ (0.02) $ 0.37 $ (0.06) Adjusted EPS - diluted $ 0.26 $ (0.02) $ 0.37 $ (0.06)