Pangaea Logistics Solutions Ltd 8-K, filed Nov 5, 2026
Pangaea Logistics Solutions Ltd. (PANL)
8-K
2026-11-05
For: 2026-11-05
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Added on
November 05, 2026
About this 8-K
Pangaea Logistics Solutions Ltd filed this 8-K on November 5, 2026.
Pangaea Logistics Solutions Ltd. reported third-quarter GAAP net income attributable of $38.3 million, adjusted EBITDA of $52.4 million and operating cash flow of $57.2 million. TCE rates increased 31% year-over-year, and the Board declared a $0.10 per-share dividend payable December 15, 2026. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): November 5, 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 November 5, 2026 , the Company issued a press release announcing financial results for the three months ended September 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 November 5, 2026 press release entitled "Pangaea Logistics Solutions Ltd. Reports Third Quarter 2026 Financial Results" (furnished pursuant to Item 2.02)
99.2 Q3 2026 Investor Presentation of Pangaea Logistics Solutions Ltd. dated November 5, 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: November 5, 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 Third Quarter Ended September 30, 2026
NEWPORT, RI - November 5, 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 September 30, 2026.
THIRD QUARTER 2026 RESULTS
•GAAP net income attributable to Pangaea of $38.3 million, or $0.59 per share
•Adjusted net income attributable to Pangaea of $33.6 million, or $0.52 per share
•Adjusted EBITDA of $52.4 million
•Operating cash flow of $57.2 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $20,414 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax, Supramax, and Handysize indices by 13%
•Ratio of net debt to trailing twelve-month Adjusted EBITDA of 1.4x
•Declared quarterly cash dividend of $0.10 per common share
For the three months ended September 30, 2026, Pangaea reported non-GAAP adjusted net income of $33.6 million, or $0.52 net income per share, on total revenue of $219.1 million.Third quarter TCE rates increased 31% on a year-over-year basis, and total shipping days, which include both voyage and time charter days, increased 8% to 6,339 days.
The TCE earned was $20,414 per day for the three months ended September 30, 2026, compared to an average of $15,559 per day for the same period in 2025. During the third quarter ended September 30, 2026, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax, Supramax, and Handysize indices by 13%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.
Total Adjusted EBITDA increased by 81.3% to $52.4 million in the third quarter of 2026, compared to the prior-year period. Total Adjusted EBITDA margin was 23.9% during the third quarter of 2026, compared to 17.1% during the prior year period.
As of September 30, 2026, the Company had $144.9 million in unrestricted cash and cash equivalents. Total debt, including finance lease obligations was $340.9 million. During the three months ending September 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 $6.4 million in cash dividends.
The Company’s Board of Directors also declared a quarterly cash dividend of $0.10 per common share, payable on December 15, 2026, to shareholders of record as of the close of business on December 1, 2026.
MANAGEMENT COMMENTARY
“The third quarter represents our strongest period for Arctic ice-class activity, and this year that seasonal strength was reinforced by a strengthening dry bulk market,” stated Mads Boye Petersen, President and Chief Executive Officer of Pangaea Logistics Solutions. “Together, these factors drove a significant increase in TCE rates and profitability, with our fleet earning a 13% premium to the benchmark indices. Our performance demonstrated the operating leverage inherent in our model when our niche ice-class fleet and broader commercial platform are performing in tandem, resulting in record quarterly Adjusted EBITDA and Adjusted Net Income.”
“Our port and terminal operations also contributed meaningfully to the quarter. Terminal and stevedore revenue increased 73% year-over-year, and dry bulk tons discharged across our network increased 65%, reflecting the full contribution of the port operations that have commenced over the past year,” Petersen added. “These facilities strengthen our relationships with cargo customers and extend our presence along the supply chain, consistent with the integrated model that distinguishes Pangaea.”
“We remain encouraged by the underlying fundamentals of the dry bulk market, particularly the demand for minor bulks and industrial cargoes, supported by relatively disciplined fleet supply growth. Quarter-to-date, we have executed 5,040 shipping days at an average TCE of $21,423 per day, with late-season Arctic voyages continuing to contribute in October.”
“Operating cash flow of $57 million in the quarter increased our unrestricted cash balance to $144.9 million and reduced net debt to 1.4x trailing twelve-month Adjusted EBITDA,” Petersen concluded. “Shortly after quarter end, we refinanced $134 million of debt at a meaningfully lower margin, continuing our focus on reducing our cost of capital, maintaining a well-capitalized balance sheet and simplifying our capital structure. With this foundation in place, we are well positioned to advance our fleet renewal program and sustain a consistent return of capital to 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 third quarter of 2026, the Company completed it's first full quarter of terminal operations in the port of Tampa Bay, Florida and continuing 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 third quarter, led by its niche ice-class fleet, which operated at peak seasonal activity on Arctic trades during the quarter. The Company’s owned fleet of 38 vessels operated at high efficiency, supplemented by an average of 31 chartered-in vessels to fulfill cargo and COA commitments. Pangaea remains focused on optimizing utilization across its 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. Going forward, the Company will remain opportunistic in investing in its fleet as market conditions warrant, consistent with its continued commitment to maintaining a modern, efficient fleet and divesting older, non-core assets.
THIRD QUARTER 2026 CONFERENCE CALL
The Company’s management team will host a conference call to discuss the Company’s financial results on Friday, November 6, 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: PANLQ326
To listen to a replay of the teleconference, which will be available through November 13, 2026:
Domestic Replay: 1-800-839-3740
International Replay: 1-402-220-7239
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 September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Voyage revenue | $ | 193,141 | $ | 155,271 | $ | 516,838 | $ | 411,200 | |||||||||||||||
| Charter revenue | 18,814 | 9,298 | 42,725 | 26,141 | |||||||||||||||||||
| Port terminal & stevedore revenue | 7,102 | 4,101 | 17,193 | 10,820 | |||||||||||||||||||
| Total revenues, net | 219,057 | 168,670 | 576,756 | 448,161 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Voyage expenses | 77,292 | 73,208 | 229,944 | 211,297 | |||||||||||||||||||
| Charter hire expenses | 50,717 | 33,882 | 129,005 | 82,947 | |||||||||||||||||||
| Vessel operating expenses | 22,607 | 21,736 | 66,432 | 67,289 | |||||||||||||||||||
| Terminal & Stevedore Expenses | 5,293 | 3,134 | 12,621 | 8,372 | |||||||||||||||||||
| General and administrative expenses | 7,632 | 9,882 | 26,621 | 24,328 | |||||||||||||||||||
| Depreciation and amortization | 11,915 | 10,214 | 36,224 | 30,735 | |||||||||||||||||||
| Loss (gain) on vessel and equipment sold | — | (309) | 358 | (309) | |||||||||||||||||||
| Total operating expenses | 175,456 | 151,748 | 501,205 | 424,659 | |||||||||||||||||||
| Income from operations | 43,601 | 16,922 | 75,551 | 23,502 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | (5,297) | (5,912) | (16,971) | (18,086) | |||||||||||||||||||
| Interest income | 884 | 357 | 4,005 | 1,093 | |||||||||||||||||||
| Other income | 365 | 1,620 | 1,114 | 1,380 | |||||||||||||||||||
| Total other expense, net | (4,048) | (3,935) | (11,852) | (15,613) | |||||||||||||||||||
| Net income | 39,552 | 12,988 | 63,699 | 7,889 | |||||||||||||||||||
| Income attributable to non-controlling interests | (1,292) | (779) | (1,942) | (403) | |||||||||||||||||||
| Net income attributable to Pangaea Logistics Solutions Ltd. | $ | 38,261 | $ | 12,208 | $ | 61,756 | $ | 7,485 | |||||||||||||||
| Net income per common share | |||||||||||||||||||||||
| Basic | $ | 0.59 | $ | 0.19 | $ | 0.96 | $ | 0.12 | |||||||||||||||
| Diluted | $ | 0.59 | $ | 0.19 | $ | 0.95 | $ | 0.12 | |||||||||||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||||||||||||||
| Basic | 64,396,991 | 63,729,227 | 64,329,809 | 63,901,455 | |||||||||||||||||||
| Diluted | 64,901,369 | 64,823,069 | 64,793,780 | 65,009,188 | |||||||||||||||||||
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)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 144,924 | $ | 103,054 | |||||||
| Accounts receivable (net of allowance of $6,411 and $6,017 at September 30, 2026 and December 31, 2025, respectively) | 64,275 | 55,854 | |||||||||
| Inventories | 58,687 | 28,389 | |||||||||
| Advance hire, prepaid expenses and other current assets | 42,541 | 28,478 | |||||||||
| Total current assets | 310,426 | 215,776 | |||||||||
| Non Current assets | |||||||||||
| Restricted cash | 270 | 270 | |||||||||
Fixed assets, at cost, net of accumulated depreciation of $208,154 and $179,988 at September 30, 2026 and December 31, 2025, respectively | 661,687 | 677,518 | |||||||||
Finance lease right of use assets, at cost, net of accumulated depreciation of $7,862 and $12,678 at September 30, 2026 and December 31, 2025, respectively | 16,138 | 26,866 | |||||||||
| Goodwill | 3,105 | 3,105 | |||||||||
| Other non-current Assets | 4,369 | 4,561 | |||||||||
| Total assets | $ | 995,995 | $ | 928,096 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 42,797 | $ | 30,389 | |||||||
| Accrued expenses and other current liabilities | 46,416 | 23,868 | |||||||||
| Affiliated companies payable | 1,331 | 806 | |||||||||
| Deferred revenue | 38,132 | 24,891 | |||||||||
| Current portion of secured long-term debt | 37,758 | 16,910 | |||||||||
| Current portion of financing obligations | 35,775 | 27,896 | |||||||||
| Current portion of finance lease liabilities | 1,000 | 2,076 | |||||||||
| Dividend payable | 714 | 1,198 | |||||||||
| Total current liabilities | 203,922 | 128,034 | |||||||||
| Noncurrent liabilities | |||||||||||
| Secured long-term debt, net | 64,838 | 97,157 | |||||||||
| Financing obligations, net | 191,237 | 219,774 | |||||||||
| Finance lease liabilities, net | 7,665 | 8,395 | |||||||||
| Total noncurrent liabilities | 263,739 | 325,326 | |||||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 65,473,772 shares issued and outstanding at September 30, 2026; 64,973,988 shares issued and outstanding at December 31, 2025 | 7 | 7 | |||||||||
| Additional paid-in capital | 260,047 | 257,072 | |||||||||
| Retained earnings | 220,934 | 172,255 | |||||||||
| Total Pangaea Logistics Solutions Ltd. equity | 480,988 | 429,333 | |||||||||
| Non-controlling interests | 47,345 | 45,403 | |||||||||
| Total stockholders' equity | 528,333 | 474,736 | |||||||||
| Total liabilities and stockholders' equity | $ | 995,995 | $ | 928,096 | |||||||
Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(U.S. dollars in thousands, except per share data)
| Nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | 63,699 | $ | 7,889 | |||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | 36,224 | 30,735 | |||||||||
| Amortization of deferred financing costs | 782 | 875 | |||||||||
| Amortization of prepaid rent | 89 | 89 | |||||||||
| Unrealized (gain) loss on derivative instruments | (4,526) | 452 | |||||||||
| Income from equity method investee | (2,137) | (1,831) | |||||||||
| Provision for doubtful accounts | 795 | 1,174 | |||||||||
| Loss (gain) on sale of vessel and equipment | 358 | (309) | |||||||||
| Drydocking costs | (11,406) | (13,812) | |||||||||
| Share-based compensation | 2,975 | 2,695 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (9,215) | (4,369) | |||||||||
| Inventories | (30,298) | (3,290) | |||||||||
| Advance hire, prepaid expenses and other current assets | (11,301) | (1,969) | |||||||||
| Accounts payable, accrued expenses and other current liabilities | 33,861 | 17,432 | |||||||||
| Deferred revenue | 13,241 | 2,841 | |||||||||
| Net cash provided by operating activities | 83,141 | 38,601 | |||||||||
| Investing activities | |||||||||||
| Purchase of fixed assets and equipment | (5,773) | (5,506) | |||||||||
| Proceeds from sale of vessels and equipment | 9,719 | 7,860 | |||||||||
| Acquisition of non-controlling interest | — | (2,700) | |||||||||
| Dividends received from equity method investments | 2,350 | 3,100 | |||||||||
| Distributions from (Contributions to) non-consolidated subsidiaries | 733 | (842) | |||||||||
| Net cash provided by investing activities | 7,028 | 1,911 | |||||||||
| Financing activities | |||||||||||
| Proceeds from long-term debt | 812 | — | |||||||||
| Payments of financing fees and issuance costs | — | (45) | |||||||||
| Payments of long-term debt | (12,729) | (12,418) | |||||||||
| Proceeds from financing obligation | — | 18,000 | |||||||||
| Payments of financing obligations | (20,996) | (19,115) | |||||||||
| Payments of finance leases | (1,826) | (2,133) | |||||||||
| Dividends paid to non-controlling interests | — | (2,200) | |||||||||
| Cash dividends paid | (13,561) | (13,126) | |||||||||
| Payments to repurchase ordinary shares | — | (1,991) | |||||||||
| Net cash used in financing activities | (48,299) | (33,027) | |||||||||
| Net change in cash, cash equivalents and restricted cash | 41,870 | 7,485 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 103,324 | 86,805 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 145,194 | $ | 94,290 | |||||||
| Reconciliation of cash, cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents | $ | 144,924 | $ | 94,020 | |||||||
| Restricted cash | 270 | 270 | |||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | 145,194 | $ | 94,290 | |||||||
| Supplemental cash flow information: | |||||||||||
| Cash paid for interest | $ | 16,647 | $ | 18,380 | |||||||
| Cash received from interest rate caps | $ | 373 | $ | 1,116 | |||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Capital expenditures included in accounts payable and accrued expenses | $ | 4,404 | $ | 1,369 | |||||||
Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)
| Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net Transportation and Service Revenue | ||||||||||||||||||||||||||
| Gross Profit | $ | 51,272 | $ | 26,545 | $ | 102,641 | $ | 47,624 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Transportation and service depreciation and amortization | 11,876 | 10,165 | 36,113 | 30,632 | ||||||||||||||||||||||
| Adjusted Gross Profit (Non-GAAP) | $ | 63,148 | $ | 36,709 | $ | 138,754 | $ | 78,257 | ||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Net income | 39,552 | 12,988 | 63,699 | 7,889 | ||||||||||||||||||||||
| Interest expense, net | 4,414 | 5,555 | 12,966 | 16,993 | ||||||||||||||||||||||
| Depreciation and amortization | 11,915 | 10,214 | 36,224 | 30,735 | ||||||||||||||||||||||
| Income tax provision (included in Other income / expense) | 465 | 499 | 899 | 821 | ||||||||||||||||||||||
| EBITDA | $ | 56,346 | $ | 29,255 | $ | 113,788 | $ | 56,438 | ||||||||||||||||||
| Non-GAAP Adjustments: | ||||||||||||||||||||||||||
| Loss (gain) on vessel and equipment sold | — | (309) | 358 | (309) | ||||||||||||||||||||||
| Share-based compensation | 653 | 614 | 2,975 | 2,695 | ||||||||||||||||||||||
| Unrealized (gain) loss on derivative instruments, net | (4,616) | (666) | (4,526) | 452 | ||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 52,384 | $ | 28,895 | $ | 112,596 | $ | 59,276 | ||||||||||||||||||
| Net income per common share | ||||||||||||||||||||||||||
| Net income attributable to Pangaea Logistics Solutions Ltd. | $ | 38,261 | $ | 12,208 | $ | 61,756 | $ | 7,485 | ||||||||||||||||||
| Weighted average number of common shares outstanding - basic | 64,396,991 | 63,729,227 | 64,329,809 | 63,901,455 | ||||||||||||||||||||||
| Weighted average number of common shares outstanding - diluted | 64,901,369 | 64,823,069 | 64,793,780 | 65,009,188 | ||||||||||||||||||||||
| Basic net income per share | $ | 0.59 | $ | 0.19 | $ | 0.96 | $ | 0.12 | ||||||||||||||||||
| Diluted net income per share | $ | 0.59 | $ | 0.19 | $ | 0.95 | $ | 0.12 | ||||||||||||||||||
| Adjusted EPS | ||||||||||||||||||||||||||
| Net income attributable to Pangaea Logistics Solutions Ltd. | $ | 38,261 | $ | 12,208 | $ | 61,756 | $ | 7,485 | ||||||||||||||||||
| Non-GAAP | ||||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Loss (gain) on vessel and equipment sold | — | (309) | 358 | (309) | ||||||||||||||||||||||
| Unrealized (gain) loss on derivative instruments, net | (4,616) | (666) | (4,526) | 452 | ||||||||||||||||||||||
| Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. | $ | 33,645 | $ | 11,234 | $ | 57,589 | $ | 7,628 | ||||||||||||||||||
| Weighted average number of common shares - basic | 64,396,991 | 63,729,227 | 64,329,809 | 63,901,455 | ||||||||||||||||||||||
| Weighted average number of common shares - diluted | 64,901,369 | 64,823,069 | 64,793,780 | 65,009,188 | ||||||||||||||||||||||
| Adjusted EPS - basic | $ | 0.52 | $ | 0.18 | $ | 0.90 | $ | 0.12 | ||||||||||||||||||
| Adjusted EPS - diluted | $ | 0.52 | $ | 0.17 | $ | 0.89 | $ | 0.12 | ||||||||||||||||||
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 | ||||||||
| 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.
2Q26 Earnings Call Presentation 2 Safe Harbor 3Q26 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 3Q26 Performance Highlights Robust growth driven by strong execution and strategic fleet positioning Higher freight rates and peak seasonal activity in our Arctic trades drove TCE rates outperforming benchmark Panamax, Supramax and Handysize indices by 13%. Adjusted EBITDA of $52.4 million, increase of 81% year-over-year, driven by a 31% improvement in TCE rates. As of November 5, 2026 booked 5,040 days at an average of $21,423/day driven by a continued focus on premium cargo opportunities and prudent risk management while navigating higher fuel costs. Third quarter 2026 GAAP net income of $38.3 million, or $0.59 per share and Adjusted net income of $33.6 million, or $0.52 per share. Third quarter of 2026 cash flow from operations was $57.2 million, combined with debt repayment, and shareholder capital returns during the quarter resulted in unrestricted cash and cash equivalents of $144.9 million at quarter-end and net leverage of 1.4x. Continue to execute on key capital allocation priorities, declared quarterly cash dividend $0.10 per common share, payable on December 15, 2026. Subsequent to end of 3Q’26, entered new term loan and refinanced $134 million of higher-cost debt and financing obligations, consolidating seven vessels under one facility. 4 3Q 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 26% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above-Market Performance • Current 4Q26 booked TCE rate of $21,423, a 11% 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. * Q4 26 estimated TCE performance based on shipping days booked as of November 5, 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 $144.9 million cash balance and 1.4x net leverage as of September 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 3Q26 (as of 9/30/26) 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 (Q4 2026 & 1H 2027) Medium Term Outlook (2027) Long-Term Outlook (2028 & Beyond) • Positive seasonal momentum in iron ore, grain and minor bulk trades carried into the fourth quarter, with strength broad-based across vessel classes. • Increase in coal volumes due to recent geo- political events and El-Nino impacts • Late-season Arctic voyages, robust trade activity, and a manageable orderbook support healthy pricing through year end. • Long-haul Atlantic-to-Asia and West African ore volumes and bauxite on capes should continue to lend tonne-mile support in the smaller segments. • Disruption of trade routes, geopolitical tension and future restriction on vessel speeds remain the key variables to watch. • Overall dry bulk tonne-mile demand projected to grow buy 3.7% • Aging global fleet with 14% of Handy and Supramax fleet over 20 years old. • 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 September 30, 2026 December 31, 2025 (in thousands,may not foot due to rounding) Current Assets Cash and cash equivalents $ 144,924 $ 103,054 Accounts receivable, net 64,275 55,854 Other current assets 101,228 56,868 Total current assets $ 310,426 $ 215,776 Restricted cash 270 270 Fixed assets, including finance lease right of use assets, net 677,824 704,384 Goodwill 3,105 3,105 Other Non-current Assets 4,369 4,561 Total assets $ 995,995 $ 928,096 Current liabilities Accounts payable, accrued expenses and related party payable $ 90,544 $ 55,063 Current portion long-term debt and finance lease liabilities 74,532 46,882 Other current liabilities 38,846 26,089 Total current liabilities 203,922 128,034 Secured long-term debt and finance lease liabilities, net 263,739 325,326 Total Pangaea Logistics Solutions Ltd. equity 480,988 429,333 Non-controlling interests 47,345 45,403 Total stockholders' equity 528,333 474,736 Total liabilities and stockholders' equity $ 995,995 $ 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, unrealized gains or losses on derivative instruments, 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 September 30, 2026 Nine Months Ended September 30, 2026 Revenues: Voyage revenue $ 193,141 $ 155,271 $ 516,838 $ 411,200 Charter revenue 18,814 9,298 42,725 26,141 Terminal & stevedore revenue 7,102 4,101 17,193 10,820 Total revenue 219,057 168,670 576,756 448,161 Expenses: Voyage expense 77,292 73,208 229,944 211,297 Charter hire expense 50,717 33,882 129,005 82,947 Vessel operating expenses 22,607 21,736 66,432 67,289 Terminal Expenses 5,293 3,134 12,621 8,372 General and administrative 7,632 9,882 26,621 24,328 Depreciation and amortization 11,915 10,214 36,224 30,735 Loss (gain) on vessel and equipment sold — (309) 358 — Total expenses 175,456 151,748 501,205 424,968 Income from operations 43,601 16,922 75,551 23,194 Total other expense, net (4,048) (3,935) (11,852) (15,613) Net income 39,552 12,988 63,699 7,889 Income attributable to non-controlling interests (1,292) (779) (1,942) (403) Net income attributable to Pangaea Logistics Solutions Ltd. $ 38,261 $ 12,208 $ 61,756 $ 7,485 Adjusted EBITDA (1) $ 52,384 $ 28,895 $ 112,596 $ 59,276 14 Reconciliation of Non-GAAP Measures Three Months Ended September 30, 2026 Three Months Ended September 30, 2025 Nine Months Ended September 30, 2026 Nine Months Ended September 30, 2025 Net Transportation and Service Revenue Gross Profit $ 51,272 $ 26,545 $ 102,641 $ 47,624 Add: Vessel Depreciation and amortization 11,876 10,165 36,113 30,632 Net transportation and service revenue $ 63,148 $ 36,709 $ 138,754 $ 78,257 Adjusted EBITDA Net income $ 39,552 $ 12,988 $ 63,699 $ 7,889 Interest expense, net 4,414 5,555 12,966 16,993 Depreciation and amortization 11,915 10,214 36,224 30,735 Income tax provision (included in Other income / expense) 465 499 899 821 EBITDA (Non-GAAP) $ 56,346 $ 29,255 $ 113,788 $ 56,438 Adjustments to EBITDA Loss (gain) on vessel and equipment sold — (309) 358 (309) Share-based compensation 653 614 2,975 2,695 Unrealized gain (loss) on derivative instruments, net (4,616) (666) (4,526) 452 Adjusted EBITDA $ 52,384 $ 28,895 $ 112,596 $ 59,276 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 September 30, 2026 Three Months Ended September 30, 2025 Nine Months Ended September 30, 2026 Nine Months Ended September 30, 2025 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. $ 38,261 $ 12,208 $ 61,756 $ 7,485 Weighted average number of common shares - basic 64,396,991 63,729,227 64,329,809 63,901,455 Weighted average number of common shares - diluted 64,901,369 64,823,069 64,793,780 65,009,188 Earnings per common share - basic $ 0.59 $ 0.19 $ 0.96 $ 0.12 Earnings per common share - diluted $ 0.59 $ 0.19 $ 0.95 $ 0.12 Adjusted EPS Net income attributable to Pangaea Logistics Solutions Ltd. $ 38,261 $ 12,208 $ 61,756 $ 7,485 Non-GAAP Add: Loss (gain) on vessel and equipment sold — (309) 358 (309) Unrealized (gain) loss on derivative instruments, net (4,616) (666) (4,526) 452 Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. $ 33,645 $ 11,234 $ 57,589 $ 7,628 Weighted average number of common shares - basic 64,396,991 63,729,227 64,329,809 63,901,455 Weighted average number of common shares - diluted 64,901,369 64,823,069 64,793,780 65,009,188 Adjusted EPS - basic $ 0.52 $ 0.18 $ 0.90 $ 0.12 Adjusted EPS - diluted $ 0.52 $ 0.17 $ 0.89 $ 0.12