8-K
Pangaea Logistics Solutions Ltd. (PANL)
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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 7, 2025
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-36798 | 98-1205464 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island 02840
(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 |
|---|---|---|
| Common Stock | PANL | Nasdaq Stock Market LLC |
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 7, 2025, the Company issued a press release announcing financial results for the three months ended June 30, 2025. 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 7, 2025 press release entitled "Pangaea Logistics Solutions Ltd. Reports Second Quarter 2025 Financial Results" (furnished pursuant to Item 2.02)
99.2 Q2 2025 Investor Presentation of Pangaea Logistics Solutions Ltd. dated August 7, 2025
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 7, 2025
| PANGAEA LOGISTICS SOLUTIONS LTD. | |
|---|---|
| By: | /s/ Gianni Del Signore |
| Name: Gianni Del Signore<br>Title: Chief Financial Officer |
Document
Pangaea Logistics Solutions Ltd. Reports Financial Results for the Second Quarter Ended June 30, 2025
NEWPORT, RI - August 7, 2025 - 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, 2025.
SECOND QUARTER 2025 RESULTS
•GAAP net loss attributable to Pangaea of $2.7 million, or $0.04 per share
•Adjusted net loss attributable to Pangaea of $1.4 million, or $0.02 per share
•Adjusted EBITDA of $15.3 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $12,108 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax, Supramax, and Handysize indices by 17%
•Declared quarterly cash dividend of $0.05 per common share and repurchased 202,822 of common stock
•Announced the sale of the 2010 built Strategic Endeavor for $7.7 million in July 2025
•Announced the purchase of the remaining 49% equity ownership of Seamar Management for $2.7 million on July 31, 2025
For the three months ended June 30, 2025, Pangaea reported non-GAAP adjusted net loss of $1.4 million, or $0.02 net loss per share, on total revenue of $156.7 million. Second quarter TCE rates decreased 25% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, increased 51% to 6,222 days. The increase in shipping days relative to the year-ago period was primarily attributable to the acquisition of fifteen handy-sized vessels, which was completed at the end of the fourth quarter of 2024.
The TCE earned was $12,108 per day for the three months ended June 30, 2025, compared to an average of $16,223 per day for the same period in 2024. During the second quarter ended June 30, 2025, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax, Supramax, and Handysize indices by 17%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.
Total Adjusted EBITDA decreased by 4.1% to $15.3 million in the second quarter of 2025, compared to the prior-year period. Total Adjusted EBITDA margin was 9.8% during the second quarter of 2025, compared to 12.1% during the prior year period. The decrease in Adjusted EBITDA margin compared to the prior year period is primarily due to a 31.0% decrease in market shipping rates, which was more than offset by the 51% increase in shipping days.
As of June 30, 2025, the Company had $59.3 million in cash and cash equivalents. Total debt, including finance lease obligations was $379.7 million. During the three months ending June 30, 2025, the Company repaid $7.1 million in finance leases, $4.1 million in long term debt, paid $3.2 million in dividends, and repurchased $1.0 million of its common stock.
During the second quarter, the Company entered into an agreement to sell the Strategic Endeavor for $7.7 million. The sale of the vessel was completed on July 21, 2025. Subsequent to the end of the second quarter, the Company purchased the remaining 49% equity ownership of Seamar Management, the Company’s technical management operations subsidiary, for $2.7 million. The Company has also begun the process of financing the Strategic Spirit for $9.0 million payable over 7 years to $1 million at SOFR +1.95%, and the Strategic Vision for $9.0 million payable over 5 years to $3.6 million at SOFR+1.95%. The financings are expected to close in August 2025 and September 2025 respectively.
The Company’s Board of Directors also declared a quarterly cash dividend of $0.05 per common share, payable on September 15, 2025, to all shareholders of record as of September 2, 2025.
MANAGEMENT COMMENTARY
"Our focused execution and flexible business model continued to deliver premium TCE returns during the second quarter," stated Mark Filanowski, Chief Executive Officer of Pangaea Logistics Solutions. "Even as market rates remained pressured by macroeconomic uncertainty, we leveraged our expanded fleet and differentiated chartered-in strategy to navigate the current environment."
“The global trade environment remains highly dynamic, with uncertainty around tariffs and port fees slowing long-term commitments from shippers," Filanowski added. "The second quarter ended with an uptick of market rates from seasonal demand in South America. As we enter the third quarter and the peak of our arctic trade season, we see some signs of stabilization and increased activity, especially in our panamax and supramax segments. Quarter-to-date in the third quarter, we've executed 3,671 shipping days at an average TCE of $14,272 per day, supported by our niche ice class fleet and seasonal summer arctic trade."
“Going forward, Pangaea is focused on disciplined capital deployment” stated Filanowski. “During the quarter, we repurchased over 200,000 shares under our existing authorization, reflecting our continued focus on returning capital to shareholders. In addition, we began the process of financing two of our vessels and completed the opportunistic sale of Strategic Endeavor, consistent with our fleet renewal efforts. On the growth side, we are beginning installation of equipment at our Redwing Terminal in Tampa (Florida), and in the second half of this year we will be starting new terminal operations in the Ports of Aransas (Texas), Lake Charles (Louisiana), and Pascagoula (Mississippi).”
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, which drive premium returns measured in time charter equivalent per day.
Leverage integrated shipping and logistics model. In addition to operating the largest high ice class dry bulk fleet of Panamax and post-Panamax vessels globally, Pangaea also performs stevedoring services, together with port and terminal operations capabilities. Following the completion of the SSI acquisition in late 2024, the Company is focused on the integration of the handy sized fleet and leveraging these vessels to compliment and expand its terminal services and stevedoring operations. The Company is steadily advancing its terminal operations expansion at the Port of Tampa, with completion on track for first half 2026.
Continue to drive strong fleet utilization. In the second quarter, Pangaea's owned fleet of 41 vessels was well utilized on average, despite 167 days of off-hire due to dry dockings. The owned vessel fleet was supplemented with an average of 29 chartered-in vessels to support cargo and COA commitments. Through successful integration of the recently acquired fleet of handy-sized vessels, the Company is focused on improving utilization across it’s fleet and continuing to meet the dynamic demands of its customers.
Continue to upgrade fleet, while divesting older, non-core assets. The Company continues to selectively invest in its fleet with the purpose of maximizing TCE rates, meeting evolving regulatory requirements and supporting client cargo needs on an on-demand basis. During the second quarter, the Company entered into an agreement to sell the Strategic Endeavor for $7.7 million. The 2010-built ship was the oldest of the strategic handysize fleet. The vessel was sold and delivered to the buyer on July 21, 2025.
SECOND QUARTER 2025 CONFERENCE CALL
The Company’s management team will host a conference call on Friday, August 8, at 8:00 a.m. ET to discuss the Company’s financial results and recent events. 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: PANLQ225
To listen to a replay of the teleconference, which will be available through August 15, 2025:
Domestic Replay: 1-800-938-1601
International Replay: 1-402-220-1546
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenues: | ||||||||
| Voyage revenue | $ | 146,268,745 | $ | 124,095,728 | $ | 255,928,545 | $ | 211,386,291 |
| Charter revenue | 6,850,141 | 3,846,797 | 16,843,140 | 18,877,824 | ||||
| Terminal & Stevedore Revenue | 3,570,556 | 3,555,327 | 6,719,643 | 5,982,290 | ||||
| Total revenue | 156,689,442 | 131,497,852 | 279,491,328 | 236,246,405 | ||||
| Expenses: | ||||||||
| Voyage expense | 77,781,913 | 61,150,855 | 138,089,095 | 98,265,519 | ||||
| Charter hire expense | 31,423,415 | 32,685,075 | 49,064,085 | 59,827,925 | ||||
| Vessel operating expense | 23,374,879 | 14,735,927 | 45,553,141 | 27,405,184 | ||||
| Terminal & Stevedore Expenses | 2,686,320 | 2,828,398 | 5,237,661 | 4,907,585 | ||||
| General and administrative | 7,171,840 | 5,029,696 | 14,446,333 | 12,307,699 | ||||
| Depreciation and amortization | 10,597,483 | 7,453,675 | 20,520,975 | 14,890,148 | ||||
| Total expenses | 153,035,850 | 123,883,626 | 272,911,290 | 217,604,060 | ||||
| Income from operations | 3,653,592 | 7,614,226 | 6,580,038 | 18,642,345 | ||||
| Other income (expense): | ||||||||
| Interest expense | (6,028,255) | (3,812,783) | (12,174,199) | (7,663,513) | ||||
| Interest income | 291,647 | 665,362 | 736,025 | 1,540,446 | ||||
| Income attributable to Non-controlling interest recorded as long-term liability interest expense | — | 119,950 | — | (695,152) | ||||
| Unrealized (loss) gain on derivative instruments, net | (1,300,932) | (927,503) | (1,117,392) | 4,156,836 | ||||
| Other income | 483,882 | 334,248 | 876,788 | 678,172 | ||||
| Total other expense, net | (6,553,658) | (3,620,726) | (11,678,778) | (1,983,211) | ||||
| Net (loss) income | (2,900,066) | 3,993,500 | (5,098,740) | 16,659,134 | ||||
| Loss (income) attributable to non-controlling interests | 157,950 | (310,725) | 375,747 | (1,302,183) | ||||
| Net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | (2,742,116) | $ | 3,682,775 | $ | (4,722,993) | $ | 15,356,951 |
| (Loss) earnings per common share: | ||||||||
| Basic | $ | (0.04) | $ | 0.08 | $ | (0.07) | $ | 0.34 |
| Diluted | $ | (0.04) | $ | 0.08 | $ | (0.07) | $ | 0.33 |
| Weighted average shares used to compute earnings per common share: | ||||||||
| Basic | 64,042,209 | 45,276,791 | 63,988,996 | 45,245,655 | ||||
| Diluted | 64,042,209 | 46,028,902 | 63,988,996 | 45,922,272 |
Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
| June 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 59,252,910 | $ | 86,805,470 |
| Accounts receivable (net of allowance of $6,526,398 and $5,492,901 at June 30, 2025 and December 31, 2024, respectively) | 49,325,656 | 42,370,830 | ||
| Inventories | 38,583,748 | 32,848,241 | ||
| Advance hire, prepaid expenses and other current assets | 29,300,653 | 29,969,352 | ||
| Vessel held for sale | 7,545,828 | — | ||
| Total current assets | 184,008,795 | 191,993,893 | ||
| Fixed assets, net | 694,403,690 | 707,826,328 | ||
| Right of use assets, net | 27,911,848 | 28,771,531 | ||
| Goodwill | 3,104,800 | 3,104,800 | ||
| Other non-current Assets | 6,566,313 | 4,760,529 | ||
| Total assets | $ | 915,995,446 | $ | 936,457,081 |
| Liabilities and stockholders' equity | ||||
| Current liabilities | ||||
| Accounts payable, accrued expenses and other current liabilities | $ | 61,401,165 | $ | 46,581,567 |
| Affiliated Companies payable | 61,694 | 1,181,015 | ||
| Deferred revenue | 18,491,044 | 15,447,488 | ||
| Current portion of secured long-term debt | 16,656,227 | 16,576,195 | ||
| Current portion of financing obligations | 25,438,710 | 25,267,105 | ||
| Current portion of lease liabilities | 2,843,750 | 2,843,750 | ||
| Dividend payable | 1,117,125 | 1,210,991 | ||
| Total current liabilities | 126,009,715 | 109,108,111 | ||
| Secured long-term debt, net | 104,712,469 | 112,720,545 | ||
| Financing Obligations, net | 217,110,667 | 229,529,792 | ||
| Long-term liabilities - other | 9,032,282 | 10,434,298 | ||
| Commitments and contingencies | ||||
| Stockholders' equity: | ||||
| Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding | — | — | ||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 65,377,137 shares issued and outstanding at June 30, 2025; 64,961,433 shares issued and outstanding at December 31, 2024 | 6,539 | 6,498 | ||
| Additional paid-in capital | 259,733,610 | 258,659,972 | ||
| Retained earnings | 154,612,941 | 169,155,149 | ||
| Total Pangaea Logistics Solutions Ltd. equity | 414,353,090 | 427,821,619 | ||
| Non-controlling interests | 44,777,223 | 46,842,716 | ||
| Total stockholders' equity | 459,130,313 | 474,664,335 | ||
| Total liabilities and stockholders' equity | $ | 915,995,446 | $ | 936,457,081 |
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating activities | ||||
| Net (loss) income | $ | (5,098,740) | $ | 16,659,134 |
| Adjustments to reconcile net income to net cash provided by operations: | ||||
| Depreciation and amortization expense | 20,520,975 | 14,890,148 | ||
| Amortization of deferred financing costs | 610,839 | 399,259 | ||
| Amortization of prepaid rent | 59,883 | 60,933 | ||
| Unrealized (gain) loss on derivative instruments | 1,117,392 | (4,156,836) | ||
| Income from equity method investee | (876,788) | (678,172) | ||
| Earnings attributable to non-controlling interest recorded as other long-term liability | — | 695,152 | ||
| Provision for doubtful accounts | 1,065,911 | 837,063 | ||
| Drydocking costs | (11,945,125) | (3,154,809) | ||
| Share-based compensation | 2,080,781 | 1,667,350 | ||
| Change in operating assets and liabilities: | ||||
| Accounts receivable | (8,020,737) | 5,722,145 | ||
| Inventories | (5,735,507) | (12,333,624) | ||
| Advance hire, prepaid expenses and other current assets | (355,235) | (2,426,074) | ||
| Accounts payable, accrued expenses and other current liabilities | 13,571,953 | 5,339,639 | ||
| Deferred revenue | 3,043,556 | (5,565,789) | ||
| Net cash provided by operating activities | 10,039,158 | 17,955,519 | ||
| Investing activities | ||||
| Purchase of vessels and vessel improvements | (222,988) | (498,982) | ||
| Advances for vessel purchases | — | (8,500,000) | ||
| Purchase of fixed assets and equipment | (1,346,003) | (140,018) | ||
| Contributions to non-consolidated subsidiaries and other investments | (842,307) | — | ||
| Net cash used in investing activities | (2,411,298) | (9,139,000) | ||
| Financing activities | ||||
| Proceeds from long-term debt | — | 17,600,000 | ||
| Payments of finance leases | (1,421,874) | (3,135,475) | ||
| Payments of financing fees and issuance costs | — | (866,801) | ||
| Payments of long-term debt | (8,269,173) | (25,573,461) | ||
| Payments of financing obligations | (12,601,538) | (4,189,161) | ||
| Dividends paid to non-controlling interests | (1,941,667) | (2,333,334) | ||
| Cash dividends paid | (9,939,066) | (9,409,198) | ||
| Payments to repurchase ordinary shares | (1,007,102) | — | ||
| Payments to non-controlling interest | — | (2,000,000) | ||
| Net cash used in financing activities | (35,180,420) | (29,907,430) | ||
| Net change in cash and cash equivalents | (27,552,560) | (21,090,911) | ||
| Cash and cash equivalents at beginning of period | 86,805,470 | 99,037,866 | ||
| Cash and cash equivalents at end of period | $ | 59,252,910 | $ | 77,946,955 |
Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net Transportation and Service Revenue | ||||||||
| Gross Profit | $ | 10,864,628 | $ | 12,671,400 | $ | 21,093,045 | $ | 31,005,001 |
| Add: | ||||||||
| Vessel Depreciation and Amortization | 10,558,287 | 7,426,197 | 20,454,301 | 14,835,191 | ||||
| Net transportation and service revenue | $ | 21,422,915 | $ | 20,097,597 | $ | 41,547,346 | $ | 45,840,192 |
| Adjusted EBITDA | ||||||||
| Net (loss) income | (2,900,066) | 3,993,500 | (5,098,740) | 16,659,134 | ||||
| Interest expense, net | 5,736,608 | 3,147,421 | 11,438,174 | 6,123,067 | ||||
| Income attributable to Non-controlling interest recorded as long-term liability interest expense | — | (119,950) | — | 695,152 | ||||
| Depreciation and amortization | 10,597,483 | 7,453,675 | 20,520,975 | 14,890,148 | ||||
| EBITDA | 13,434,025 | 14,474,646 | 26,860,409 | 38,367,501 | ||||
| Non-GAAP Adjustments: | ||||||||
| Share-based compensation | 549,181 | 528,673 | 2,080,781 | 1,667,350 | ||||
| Unrealized (loss) gain on derivative instruments, net | 1,300,932 | 927,503 | 1,117,392 | (4,156,836) | ||||
| Adjusted EBITDA | $ | 15,284,138 | $ | 15,930,822 | $ | 30,058,582 | $ | 35,878,015 |
| (Loss) earnings per common share: | ||||||||
| Net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | (2,742,116) | $ | 3,682,775 | $ | (4,722,993) | $ | 15,356,951 |
| Weighted average number of common shares outstanding - basic | 64,042,209 | 45,276,791 | 63,988,996 | 45,245,655 | ||||
| Weighted average number of common shares outstanding - diluted | 64,042,209 | 46,028,902 | 63,988,996 | 45,922,272 | ||||
| Basic net (loss) income per share | $ | (0.04) | $ | 0.08 | $ | (0.07) | $ | 0.34 |
| Diluted net (loss) income per share | $ | (0.04) | $ | 0.08 | $ | (0.07) | $ | 0.33 |
| Adjusted EPS | ||||||||
| Net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | (2,742,116) | $ | 3,682,775 | $ | (4,722,993) | $ | 15,356,951 |
| Non-GAAP | ||||||||
| Add: | ||||||||
| Unrealized loss (gain) on derivative instruments | 1,300,932 | 927,503 | 1,117,392 | (4,156,836) | ||||
| Non-GAAP adjusted net (loss) income attributable to Pangaea Logistics Solutions Ltd. | $ | (1,441,184) | $ | 4,610,278 | $ | (3,605,601) | $ | 11,200,115 |
| Weighted average number of common shares - basic | 64,042,209 | 45,276,791 | 63,988,996 | 45,245,655 | ||||
| Weighted average number of common shares - diluted | 64,042,209 | 46,028,902 | 63,988,996 | 45,922,272 | ||||
| Adjusted EPS - basic | $ | (0.02) | $ | 0.10 | $ | (0.06) | $ | 0.25 |
| Adjusted EPS - diluted | $ | (0.02) | $ | 0.10 | $ | (0.06) | $ | 0.24 |
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.
Gross Profit. Gross profit represents total revenue less net transportation and service revenue and less vessel depreciation and amortization.
Net transportation and service revenue. Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses and terminal & stevedore expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.
Adjusted EBITDA and adjusted EPS. Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense and other non-recurring items, if any. 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. plus, when applicable, loss on sale of vessel, loss on sale and leaseback of vessel, loss on impairment of vessel, unrealized gains and losses on derivative instruments, and certain non-recurring charges, divided by the weighted average number of shares of common stock.
There are limitations related to the use of net revenue versus income from operations, adjusted EBITDA versus income from operations, and adjusted EPS versus EPS calculated in accordance with GAAP. In particular, Pangaea’s definition of adjusted EBITDA used here are not comparable to EBITDA.
The table set forth above provides a reconciliation of the non-GAAP financial measures presented during the period 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 | |
| Investors@pangaeals.com | PANL@val-adv.com |
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.
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2 Safe Harbor 2Q25 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 2Q25 Performance Highlights Consistent operating performance and disciplined capital allocation Execution of chartered-in strategy and consistent operating performance supported premium TCE returns amid dry bulk market uncertainty, with TCE rates outperforming benchmark Panamax, Supramax and Handysize indices by 17%. Adjusted EBITDA decreased 0.6 million year-over-year to $15.3 million in 2Q25. Announced the sale of the Handysized Strategic Endeavor for $7.7 million and the purchase of the remaining 49% equity ownership of Seamar Management, the Company's technical management operations, for $2.7 million. As of August 6, 2025, booked 3,671 days at an average of $14,272/day as the Company enters the peak arctic trade season. Began process of financing the Strategic Spirit for $9 million and the Strategic Vision for $9 million, both are expected to close during the third quarter of 2025. Second quarter 2025 GAAP net loss of $2.7 million, or $0.04 per share and Adjusted net loss of $1.4 million, or $0.02 per share. During 2Q25, repurchased $1 million in shares of common stock under existing $15 million share repurchase authorization at an average price of $4.96 per share. 4
5 6 Recent Vessel Acquisitions Disciplined acquiror of complementary assets MV Bulk Sachuest - Supramax MV Bulk Courageous - Ultramax MV Bulk Promise - Panamax MV Bulk Valor - Supramax MV Bulk Concord - Panamax MV Nordic Nuluujaak – Post Panamax(1) MV Nordic Qinnqua – Post Panamax(1) MV Nordic Sanngijug – Post Panamax(1) MV Nordic Siku – Post Panamax(1) (1) On November 6, 2024, the Company acquired the remaining 50% interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels. Purchased 7 vessels for $245 million Purchased 3 vessels for $83 million & Acquired 15 vessels for 18.06 million shares 2023 & 2024 MV Bulk Prudence - Ultramax 2021 & 2022 MV Bulk Brenton - Supramax MV Bulk Patience - Supramax Strategic Handysize Fleet of 15 vessels 7 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 Dividend payout continues amid strategic execution and fleet growth $15 million repurchase authorization allows for flexible and opportunistic capital deployment 8 Balance Sheet Update Ample liquidity to support ongoing growth of business Opportunistically invested in owned ship fleet Repaid over $22 million in debt during 2025 through operating cash flow Capital allocation priorities will be balanced between debt repayment, fleet investment, opportunistic M&A, and shareholder returns *Note: 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.
10 Value Creation Strategy Durable business model insulated from macro volatility – focused on deploying capital to drive above-sector growth Integrated shipping- logistics model • Provide solutions to customer supply chain issues • More efficient, lower total cost of delivery for customer • Adds volume and margins to PANL ocean freight offerings High fleet utilization • Utilize chartered in fleet to arbitrage vessel positions and provide more revenue days Organic investment • Expand capabilities to offer cargo movement beyond ocean transportation • Expand owned fleet for growth using our unique business plan • Apply consistent approach to expand and renew fleet Inorganic investment • Purchase vessels in support of existing long-term COAs, to maximize returns • Acquire logistics companies to grow in logistics sector Return of capital • Sustain consistent dividend approach, not a payout formula • Conserve capital for fleet renewal and opportunistic growth • Compensate for volatility of sector by maintaining reasonable liquidity Balance sheet optionality • Promote historical lending relationships, sustainable business plan, and consistent performance to help provide favorable lending terms • Maintain low net leverage and substantial free cash generation to provide flexibility in financing growth projects • Consider joint ventures to help mitigate risks and create synergies 11 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 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
13 Selected Balance Sheet Data June 30, 2025 December 31, 2024 (in thousands,may not foot due to rounding) Current Assets Cash and cash equivalents $ 59,253 $ 86,805 Accounts receivable, net 49,326 42,371 Other current assets 75,430 62,818 Total current assets $ 184,009 $ 191,994 Fixed assets, including finance lease right of use assets, net 722,316 736,598 Goodwill 3,105 3,105 Other Non-current Assets 6,566 4,761 Total assets $ 915,995 $ 936,457 Current liabilities Accounts payable, accrued expenses and related party payable $ 61,463 $ 47,763 Current portion long-term debt and finance lease liabilities 44,939 44,687 Other current liabilities 19,608 16,658 Total current liabilties 126,010 109,108 Secured long-term debt and finance lease liabilities, net 330,855 352,685 Total Pangaea Logistics Solutions Ltd. equity 414,353 427,822 Non-controlling interests 44,777 46,843 Total stockholders' equity 459,130 474,664 Total liabilities and stockholders' equity $ 915,995 $ 936,457 14 Selected Income Statement Data Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense, and other non-recurring items, if any. (in thousands,may not foot due to rounding) Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 Revenues: Voyage revenue $ 146,269 $ 124,096 $ 255,929 $ 211,386 Charter revenue 6,850 3,847 16,843 18,878 Terminal & stevedore revenue 3,571 3,555 6,720 5,982 Total revenue 156,689 131,498 279,491 236,246 Expenses: Voyage expense 77,782 61,151 138,089 98,266 Charter hire expense 31,423 32,685 49,064 59,828 Vessel operating expenses 23,375 14,736 45,553 27,405 Terminal Expenses 2,686 2,828 5,238 4,908 General and administrative 7,172 5,030 14,446 12,308 Depreciation and amortization 10,597 7,454 20,521 14,890 Total expenses 153,036 123,884 272,911 217,604 Income from operations 3,654 7,614 6,580 18,642 Total other expense, net (6,554) (3,621) (11,679) (1,983) Net (loss) income (2,900) 3,994 (5,099) 16,659 Loss (income) attributable to non-controlling interests 158 (311) 376 (1,302) Net (loss) income attributable to Pangaea Logistics Solutions Ltd. $ (2,742) $ 3,683 $ (4,723) $ 15,357 Adjusted EBITDA (1) $ 15,284 $ 15,931 $ 30,059 $ 35,878 15 Reconciliation of Non-GAAP Measures Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Net Transportation and Service Revenue Gross Profit $ 10,864,628 $ 12,671,400 $ 21,093,045 $ 31,005,001 Add: Vessel Depreciation and amortization 10,558,287 7,426,197 20,454,301 14,835,191 Net transportation and service revenue $ 21,422,915 $ 20,097,597 $ 41,547,346 $ 45,840,192 Adjusted EBITDA Net (loss) income $ (2,900,066) $ 3,993,500 $ (5,098,740) $ 16,659,134 Interest expense, net 5,736,608 3,147,421 11,438,174 6,123,067 Income (loss) attributable to Non-controlling interest recorded as long-term liability interest expense — (119,950) — 695,152 Depreciation and amortization 10,597,483 7,453,675 20,520,975 14,890,148 EBITDA (Non-GAAP) $ 13,434,025 $ 14,474,646 $ 26,860,409 $ 38,367,501 Adjustments to EBITDA Share-based compensation 549,181 528,673 2,080,781 1,667,350 Unrealized (loss) gain on derivative instruments, net 1,300,932 927,503 1,117,392 (4,156,836) Adjusted EBITDA $ 15,284,138 $ 15,930,822 $ 30,058,582 $ 35,878,015 16 Reconciliation of Non-GAAP Measures Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. $ (2,742,116) $ 3,682,775 $ (4,722,993) $ 15,356,951 Weighted average number of common shares - basic 64,042,209 45,276,791 63,988,996 45,245,655 Weighted average number of common shares - diluted 64,042,209 46,028,902 63,988,996 45,922,272 Earnings per common share - basic (0.04) 0.08 (0.07) 0.34 Earnings per common share - diluted (0.04) 0.08 (0.07) 0.33 Adjusted EPS Net (loss) income attributable to Pangaea Logistics Solutions Ltd. $ (2,742,116) $ 3,682,775 $ (4,722,993) $ 15,356,951 Non-GAAP Add: Unrealized loss (gain) on derivative instruments 1,300,932 927,503 1,117,392 (4,156,836) Non-GAAP adjusted net (loss) income attributable to Pangaea Logistics Solutions Ltd. (1,441,184) 4,610,278 (3,605,601) 11,200,115 Weighted average number of common shares - basic 64,042,209 45,276,791 63,988,996 45,245,655 Weighted average number of common shares - diluted 64,042,209 46,028,902 63,988,996 45,922,272 Adjusted EPS - basic $ (0.02) $ 0.10 $ (0.06) $ 0.25 Adjusted EPS - diluted $ (0.02) $ 0.10 $ (0.06) $ 0.24