[8-K] Pangaea Logistics Solutions Ltd. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Pangaea Logistics Solutions Ltd. reported a strong start to 2026, with GAAP net income attributable to the company of $13.3 million, or $0.21 per share, for the quarter ended March 31, 2026, compared with a net loss a year ago. Total revenue rose to $170.6 million as Time Charter Equivalent rates increased 34% year over year to $15,252 per day, helped by a 14% increase in total shipping days to 5,947.
Adjusted net income was $7.0 million, or $0.11 per share, and Adjusted EBITDA climbed 70% to $25.2 million, lifting the margin to 14.8% from 12.1%. Pangaea’s TCE outperformed the average Baltic Panamax, Supramax and Handysize indices by 20%, reflecting its specialized fleet, long-term contracts of affreightment and cargo‑focused strategy.
The company generated operating cash flow of $4.5 million and ended the quarter with $89.7 million in unrestricted cash and total debt of $363.2 million, for net leverage of 2.4x trailing twelve‑month Adjusted EBITDA. The board declared a quarterly cash dividend of $0.05 per common share, payable June 15, 2026, and advanced its port expansion and fleet renewal initiatives, including an agreement to sell the 2006‑built Bulk Xaymaca for $9.6 million.
Positive
- None.
Negative
- None.
Insights
Strong Q1 2026 with higher rates, utilization and earnings.
Pangaea Logistics Solutions delivered a clear rebound in profitability in Q1 2026. Revenue reached $170.6M, with Net income attributable to the company of $13.3M versus a loss last year. Time Charter Equivalent rates rose 34% year over year to $15,252 per day as total shipping days grew 14%.
Adjusted EBITDA increased 70% to $25.2M, and the Adjusted EBITDA margin improved to 14.8% from 12.1%, showing better operating leverage. Management highlights a 20% TCE premium to the blended Baltic Panamax, Supramax and Handysize indices, supported by long‑term COAs, a specialized fleet and cargo‑focused deployment.
Liquidity remained solid with $89.7M in unrestricted cash and net leverage at 2.4x trailing twelve‑month Adjusted EBITDA as of March 31, 2026. The company maintained a quarterly dividend of $0.05 per share and continued its port expansion and fleet renewal, including a $9.6M vessel sale expected to complete in Q2 2026. Subsequent filings may provide more detail on how market conditions evolve through the rest of 2026.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 revenue: $170.6M
Q1 2026 net income attributable: $13.3M
Adjusted EBITDA: $25.2M
+5 more
8 metrics
Q1 2026 revenue
$170.6M
Total revenues, net for the three months ended March 31, 2026
Q1 2026 net income attributable
$13.3M
GAAP net income attributable to Pangaea Logistics Solutions Ltd.
Adjusted EBITDA
$25.2M
Q1 2026 Adjusted EBITDA, up 70% year over year
TCE rate
$15,252 per day
Time Charter Equivalent earned in Q1 2026, 34% higher year over year
Shipping days
5,947 days
Total shipping days in Q1 2026, up 14% versus prior year
Quarterly dividend
$0.05 per share
Cash dividend declared, payable June 15, 2026
Unrestricted cash
$89.7M
Unrestricted cash and cash equivalents as of March 31, 2026
Net leverage
2.4x
Net debt to trailing twelve-month Adjusted EBITDA as of March 31, 2026
Key Terms
Time Charter Equivalent, Adjusted EBITDA, contracts of affreightment, net leverage, +1 more
5 terms
Time Charter Equivalent financial
"Time Charter Equivalent ("TCE") rates earned by Pangaea of $15,252 per day"
Time charter equivalent (TCE) converts the money a ship earns on specific trips into a single daily rate, so different voyages and contract types can be compared on the same scale. Think of it as translating various one-off jobs into a common “daily wage,” which matters to investors because it reveals how much a vessel or fleet is earning per day, helping assess operating profitability, cash flow and valuation across companies and market conditions.
Adjusted EBITDA financial
"Adjusted EBITDA of $25.2 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
contracts of affreightment financial
"supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy"
A contract of affreightment is a shipping agreement where a carrier promises to move a specified amount of cargo between ports over a set period, rather than hiring a single ship for one voyage. Think of it like a subscription or standing order for bulk transport: it smooths out individual shipments and can lock in capacity or pricing. Investors care because these contracts affect a company’s shipping costs, revenue stability and exposure to swings in freight markets, influencing margins and cash flow predictability.
net leverage financial
"Ratio of net debt to trailing twelve-month Adjusted EBITDA of 2.4x"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
non-GAAP adjusted net income financial
"Pangaea reported non-GAAP adjusted net income of $7.0 million, or $0.11 net income per share"
A company’s non-GAAP adjusted net income is its reported profit after management removes certain expenses or gains that it considers one-time, nonrecurring, or not part of core operations (for example, restructuring costs or stock-based pay). Investors watch it as an attempt to show the company’s ongoing earning power — like looking at a cleaned-up weekly budget — but because companies choose what to exclude, it’s important to compare the underlying details rather than the headline number alone.
Earnings Snapshot
Revenue: $170.6M
Q1 2026
Revenue
$170.6M
Net income attributable
$13.3M
GAAP EPS diluted
$0.21
Adjusted net income
$7.0M
Adjusted EPS diluted
$0.11
Adjusted EBITDA
$25.2M
+70% YoY
TCE rate
$15,252/day
+34% YoY
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): May 11, 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 May 11, 2026 , the Company issued a press release announcing financial results for the three months ended March 31, 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 May 11, 2026 press release entitled "Pangaea Logistics Solutions Ltd. Reports First Quarter 2026 Financial Results" (furnished pursuant to Item 2.02)
99.2 Q1 2026 Investor Presentation of Pangaea Logistics Solutions Ltd. dated May 11, 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: May 11, 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 First Quarter Ended March 31, 2026
NEWPORT, RI - May 11, 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 March 31, 2026.
FIRST QUARTER 2026 RESULTS
•GAAP net income attributable to Pangaea of $13.3 million, or $0.21 per share
•Adjusted net income attributable to Pangaea of $7.0 million, or $0.11 per share
•Adjusted EBITDA of $25.2 million
•Operating cash flow of 4.5 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $15,252 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax, Supramax, and Handysize indices by 20%
•Ratio of net debt to trailing twelve-month Adjusted EBITDA of 2.4x
•Declared quarterly cash dividend of $0.05 per common share
For the three months ended March 31, 2026, Pangaea reported non-GAAP adjusted net income of $7.0 million, or $0.11 net income per share, on total revenue of $170.6 million. First quarter TCE rates increased 34% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, increased 14% to 5,947 days. The increase in shipping days compared to the prior-year period was primarily driven by strong demand in the shipping market.
The TCE earned was $15,252 per day for the three months ended March 31, 2026, compared to an average of $11,390 per day for the same period in 2025. During the first quarter ended March 31, 2026, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax, Supramax, and Handysize indices by 20%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.
Total Adjusted EBITDA increased by 70.0% to $25.2 million in the first quarter of 2026, compared to the prior-year period. Total Adjusted EBITDA margin was 14.8% during the first quarter of 2026, compared to 12.1% during the prior year period.
As of March 31, 2026, the Company had $89.7 million in unrestricted cash and cash equivalents. Total debt, including finance lease obligations was $363.2 million. During the three months ending March 31, 2026, the Company made payments of $4.2 million on long-term debt, $7.1 million on financing obligations, and $1.3 million on finance lease liabilities. The Company also paid $3.9 million in dividends.
The Company’s Board of Directors also declared a quarterly cash dividend of $0.05 per common share, payable on June 15, 2026, to all shareholders of record as of June 1, 2026.
MANAGEMENT COMMENTARY
“Our first quarter results represent a solid start to 2026, reflecting continued strong operating execution, and supportive market conditions” said Mads Boye Petersen, President and Chief Executive Officer of Pangaea Logistics Solutions. "Market strength, relative to the prior-year period, contributed to a 15% year-over-year increase in total shipping days as we expanded our operating leverage in a firmer rate environment with a 54% increase in our chartered-in fleet. Together with our specialized fleet of dry bulk vessels, cargo and customer focused strategy, and long-term contracts we generated first quarter TCE earnings at a 20% premium to the prevailing market. Our results also benefitted from the continued growth of our port and terminal operations, including the addition of two new port operating locations during the quarter.”
“Dry bulk fundamentals have remained constructive through the early part of the year,” Petersen noted. “Market sentiment has been supported by increased Chinese iron ore imports and a recent improvement in Indonesian coal exports, both of which have contributed to a firmer-than-typical first quarter market. We have seen this momentum continue into the second quarter, and through today we have executed 4,051 shipping days at an average TCE of approximately $18,808 per day, reflecting disciplined fleet deployment, a continued focus on premium cargo opportunities, and prudent risk management as the industry navigates the global impacts arising from the situation in the Middle East.”
"Our financial position remains solid, with sufficient liquidity to support a balanced and returns-focused capital allocation approach,” continued Petersen. “We continue to prioritize sustainable returns of capital, selective organic growth investments and ongoing fleet renewal, 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 Lake Charles, Louisiana and Aransas, Texas. Additionally, we remain on track to commence operations at Port Tampa Bay, Florida in the coming month.”
“Looking ahead, we are focused on maintaining commercial discipline, efficient execution across our platform and continuing to grow our ocean freight and shore side capabilities,” concluded Petersen. “With a differentiated 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 first quarter of 2026, the Company continued to advance its organic growth strategy by scaling its port and terminal operations, including the start-up of new operations at Lake Charles, Louisiana and Port Aransas, Texas. Pangaea also remains on track to commence operations at Port Tampa Bay, Florida in the coming month. These investments are 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 first quarter, supported by robust demand. The Company’s owned fleet of 39 vessels operated at high efficiency, supplemented by an average of 30 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, with delivery to the buyer expected during the second quarter of 2026. Together, these actions reflect Pangaea’s continued commitment to maintaining a modern, efficient fleet and divesting older, non-core assets.
FIRST QUARTER 2026 CONFERENCE CALL
The Company’s management team will host a conference call to discuss the Company’s financial results on Tuesday, May 12, 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: PANLQ126
To listen to a replay of the teleconference, which will be available through May 19, 2026:
Domestic Replay: 1-800-938-2241
International Replay: 1-402-220-1121
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 March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenues: | |||||||||||
| Voyage revenue | $ | 152,000 | $ | 109,660 | |||||||
| Charter revenue | 12,442 | 9,993 | |||||||||
| Port terminal & stevedore revenue | 6,139 | 3,149 | |||||||||
| Total revenues, net | 170,580 | 122,802 | |||||||||
| Expenses: | |||||||||||
| Voyage expense | 73,739 | 60,307 | |||||||||
| Charter hire expense | 39,177 | 17,641 | |||||||||
| Vessel operating expense | 20,562 | 22,178 | |||||||||
| Terminal & Stevedore Expenses | 4,375 | 2,551 | |||||||||
| General and administrative | 10,027 | 7,274 | |||||||||
| Depreciation and amortization | 11,876 | 9,923 | |||||||||
| Loss on vessel held for sale | 358 | — | |||||||||
| Total expenses | 160,114 | 119,875 | |||||||||
| Income from operations | 10,466 | 2,926 | |||||||||
| Other income (expense): | |||||||||||
| Interest expense | (5,944) | (6,146) | |||||||||
| Interest income | 2,053 | 444 | |||||||||
| Unrealized gain on derivative instruments, net | 6,606 | 184 | |||||||||
| Other income | 484 | 393 | |||||||||
| Total other income (expense), net | 3,199 | (5,125) | |||||||||
| Net income (loss) | 13,665 | (2,199) | |||||||||
| (Income) loss attributable to non-controlling interests | (371) | 218 | |||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 13,294 | $ | (1,981) | |||||||
| Net income (loss) per common share | |||||||||||
| Basic | $ | 0.21 | $ | (0.03) | |||||||
| Diluted | $ | 0.21 | $ | (0.03) | |||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||
| Basic | 64,193,205 | 63,851,090 | |||||||||
| Diluted | 64,775,563 | 63,851,090 | |||||||||
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)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 89,744 | $ | 103,054 | |||||||
| Accounts receivable (net of allowance of $6,642 and $6,017 at March 31, 2026 and December 31, 2025, respectively) | 61,280 | 55,854 | |||||||||
| Inventories | 40,262 | 28,389 | |||||||||
| Advance hire, prepaid expenses and other current assets | 50,120 | 28,478 | |||||||||
| Vessel held for sale | 9,384 | — | |||||||||
| Total current assets | 250,790 | 215,776 | |||||||||
| Restricted cash | 270 | 270 | |||||||||
Fixed assets, at cost, net of accumulated depreciation of $191,074 and $179,988 at March 31, 2026 and December 31, 2025, respectively | 674,958 | 677,518 | |||||||||
Finance lease right of use assets, at cost, net of accumulated depreciation of $7,465 and $12,678 at March 31, 2026 and December 31, 2025, respectively | 16,580 | 26,866 | |||||||||
| Goodwill | 3,105 | 3,105 | |||||||||
| Other non-current Assets | 4,991 | 4,561 | |||||||||
| Total assets | $ | 950,695 | $ | 928,096 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | 72,684 | $ | 54,257 | |||||||
| Affiliated companies payable | 1,867 | 806 | |||||||||
| Deferred revenue | 28,708 | 24,891 | |||||||||
| Current portion of secured long-term debt | 16,985 | 16,910 | |||||||||
| Current portion of financing obligations | 31,764 | 27,896 | |||||||||
| Current portion of finance lease liabilities | 1,000 | 2,076 | |||||||||
| Dividend payable | 577 | 1,198 | |||||||||
| Total current liabilities | 153,586 | 128,034 | |||||||||
| Non current liabilities | |||||||||||
| Secured long-term debt, net | 93,156 | 97,157 | |||||||||
| Financing obligations, net | 208,969 | 219,774 | |||||||||
| Long-term liabilities - other | 8,153 | 8,395 | |||||||||
| Total non current liabilities | 310,278 | 325,326 | |||||||||
| Stockholders' equity: | |||||||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 65,414,923 shares issued and outstanding at March 31, 2026; 64,973,988 shares issued and outstanding at December 31, 2025 | 7 | 7 | |||||||||
| Additional paid-in capital | 258,771 | 257,072 | |||||||||
| Retained earnings | 182,280 | 172,255 | |||||||||
| Total Pangaea Logistics Solutions Ltd. equity | 441,058 | 429,333 | |||||||||
| Non-controlling interests | 45,773 | 45,403 | |||||||||
| Total stockholders' equity | 486,831 | 474,736 | |||||||||
| Total liabilities and stockholders' equity | $ | 950,695 | $ | 928,096 | |||||||
Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(U.S. dollars in thousands, except per share data)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | 13,665 | $ | (2,199) | |||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | 11,876 | 9,923 | |||||||||
| Amortization of deferred financing costs | 265 | 312 | |||||||||
| Amortization of prepaid rent | 30 | 30 | |||||||||
| Unrealized (gain) loss on derivative instruments | (6,606) | (184) | |||||||||
| Income from equity method investee | (484) | (393) | |||||||||
| Provision for doubtful accounts | 790 | 1,159 | |||||||||
| Loss on vessel held for sale | 358 | — | |||||||||
| Drydocking costs | (6,793) | (6,449) | |||||||||
| Share-based compensation | 1,700 | 1,532 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (6,216) | (6,703) | |||||||||
| Inventories | (11,872) | (3,184) | |||||||||
| Advance hire, prepaid expenses and other current assets | (16,809) | 1,214 | |||||||||
| Accounts payable, accrued expenses and other current liabilities | 20,775 | (3,258) | |||||||||
| Deferred revenue | 3,817 | 3,844 | |||||||||
| Net cash provided by (used in) operating activities | 4,494 | (4,356) | |||||||||
| Investing activities | |||||||||||
| Purchase of vessels, vessel improvements and equipment | (1,811) | (58) | |||||||||
| Purchase of fixed assets and equipment | — | (402) | |||||||||
| Dividends received from equity method investments | 500 | — | |||||||||
| Net cash used in investing activities | (1,311) | (460) | |||||||||
| Financing activities | |||||||||||
| Payments of long-term debt | (4,218) | (4,129) | |||||||||
| Payments of financing obligations | (7,059) | (6,193) | |||||||||
| Payments of finance leases | (1,326) | (711) | |||||||||
| Cash dividends paid | (3,891) | (6,732) | |||||||||
| Payments to non-controlling interest | — | (275) | |||||||||
| Net cash used in financing activities | (16,493) | (18,041) | |||||||||
| Net change in cash, cash equivalents and restricted cash | (13,310) | (22,857) | |||||||||
| Cash and cash equivalents at beginning of period | 103,324 | 86,805 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 90,014 | $ | 63,949 | |||||||
| Supplemental cash flow information | |||||||||||
| Cash and cash equivalents | $ | 89,744 | $ | 63,949 | |||||||
| Restricted cash | 270 | — | |||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | 90,014 | $ | 63,949 | |||||||
| Capital expenditures included in accounts payable and accrued expenses | $ | 5,300 | $ | 1,030 | |||||||
Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net Transportation and Service Revenue | ||||||||||||||
| Gross Profit | $ | 20,888 | $ | 10,228 | ||||||||||
| Add: | ||||||||||||||
| Vessel Depreciation and Amortization | 11,840 | 9,896 | ||||||||||||
| Net transportation and service revenue | $ | 32,727 | $ | 20,124 | ||||||||||
| Adjusted EBITDA | ||||||||||||||
| Net income (loss) | 13,665 | (2,199) | ||||||||||||
| Interest expense, net | 3,892 | 5,702 | ||||||||||||
| Depreciation and amortization | 11,876 | 9,923 | ||||||||||||
| Income tax provision (included in Other income / expense) | 315 | 53 | ||||||||||||
| EBITDA | $ | 29,747 | $ | 13,479 | ||||||||||
| Non-GAAP Adjustments: | ||||||||||||||
| Loss on impairment of vessels | 358 | — | ||||||||||||
| Share-based compensation | 1,700 | 1,532 | ||||||||||||
| Unrealized gain on derivative instruments, net | (6,606) | (184) | ||||||||||||
| Adjusted EBITDA | $ | 25,199 | $ | 14,827 | ||||||||||
| Net income (loss) per common share | ||||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 13,294 | $ | (1,981) | ||||||||||
| Weighted average number of common shares outstanding - basic | 64,193,205 | 63,851,090 | ||||||||||||
| Weighted average number of common shares outstanding - diluted | 64,775,563 | 63,851,090 | ||||||||||||
| Basic net income (loss) per share | $ | 0.21 | $ | (0.03) | ||||||||||
| Diluted net income (loss) per share | $ | 0.21 | $ | (0.03) | ||||||||||
| Adjusted EPS | ||||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 13,294 | $ | (1,981) | ||||||||||
| Non-GAAP | ||||||||||||||
| Add: | ||||||||||||||
| Loss on impairment of vessels | 358 | — | ||||||||||||
| Unrealized gain on derivative instruments | (6,606) | (184) | ||||||||||||
| Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. | $ | 7,046 | $ | (2,164) | ||||||||||
| Weighted average number of common shares - basic | 64,193,205 | 63,851,090 | ||||||||||||
| Weighted average number of common shares - diluted | 64,775,563 | 63,851,090 | ||||||||||||
| Adjusted EPS - basic | $ | 0.11 | $ | (0.03) | ||||||||||
| Adjusted EPS - diluted | $ | 0.11 | $ | (0.03) | ||||||||||
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 operations by excluding non-cash depreciation expenses associated with the Company’s vessels. Adjusted gross profit is not a measure recognized under U.S. GAAP and should not be considered as 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.
2 Safe Harbor 1Q26 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 1Q26 Performance Highlights Seasonal arctic activity drives strong earnings and operating cash flow Supportive dry bulk market conditions and strong operating execution, resulted in TCE rates outperforming benchmark Panamax, Supramax and Handysize indices by 20%. Adjusted EBITDA of $25.2 million, increase of 70% year-over-year, driven by a 14% increase in shipping days and a 34% improvement in TCE rates. As of May 11, 2026 booked 4,051 days at an average of $18,808/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, maintaining cash dividend of $0.05 per common share, to be paid on June 15, 2026. In 1Q26, entered into an agreement to sell the 2006-built Bulk Xaymaca for $9.6 million; expected to complete in May of 2026. First quarter 2026 GAAP net income of $13.3 million, or $0.21 per share and Adjusted net income of $7.0 million, or $0.11 per share. First quarter 2026 cash flow from operations was $4.5 million, combined with debt repayment and shareholder capital returns during the quarter resulted in unrestricted cash and cash equivalents of $89.7 million at quarter-end and net leverage of 2.4x.
4 1Q 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 24% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above-Market Performance • Current 2Q26 booked TCE rate of $18,808, a 24% 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. * Q2 26 estimated TCE performance based on shipping days booked as of May 11, 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 compliant vessel fleet to meet customer cargo requirements on demand Strong financial position underpinned by $89.7 million cash balance and 2.4x net leverage as of March 31, 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 1Q26 (as of 3/31/26) 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 (1H 2026) Medium Term Outlook (2026 - 2027) Long-Term Outlook (2028 & Beyond) • Market strength supported by robust demand and ton-mile growth as rerouting around geopolitical disruptions extends voyage distances. • Rising Chinese iron ore imports and Indonesian coal exports have been key catalysts behind the firmer-than-usual market backdrop. • The Middle East conflict has driven fuel costs higher, increasing the need for prudent risk management. • Global ton-mile demand is expected to grow ~2-3%% in 2026 vs. 2025, supported by longer sailing distances and shifting trade routes. • The 2nd half of the year is usually supported by an increase in Brazilian iron ore export. • Global dry bulk market conditions are expected to remain constructive despite increasing new build deliveries • Potential for emissions-free fuel alternatives creates regional opportunities for fleet renewal and niche offerings. • Changes in commodity flows from global to regional could lead to additional tonne- mile demand in the sub-cape sector. • Opportunities for mineral exploration in the Arctic support long-term growth in a key niche market.
9 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 • Grow terminal operations presence into new strategically located ports • 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
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 March 31, 2026 December 31, 2025 (in thousands,may not foot due to rounding) Current Assets Cash and cash equivalents $ 89,744 $ 103,054 Accounts receivable, net 61,280 55,854 Other current assets 99,766 56,868 Total current assets $ 250,790 $ 215,776 Restricted cash 270 270 Fixed assets, including finance lease right of use assets, net 691,539 704,384 Goodwill 3,105 3,105 Other Non-current Assets 4,991 4,561 Total assets $ 950,695 $ 928,096 Current liabilities Accounts payable, accrued expenses and related party payable $ 74,551 $ 55,063 Current portion long-term debt and finance lease liabilities 49,750 46,882 Other current liabilities 29,285 26,089 Total current liabilities 153,586 128,034 Secured long-term debt and finance lease liabilities, net 310,278 325,326 Total Pangaea Logistics Solutions Ltd. equity 441,058 429,333 Non-controlling interests 45,773 45,403 Total stockholders' equity 486,831 474,736 Total liabilities and stockholders' equity $ 950,695 $ 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 March 31, 2026 Revenues: Voyage revenue $ 152,000 $ 109,660 Charter revenue 12,442 9,993 Terminal & stevedore revenue 6,139 3,149 Total revenue 170,580 122,802 Expenses: Voyage expense 73,739 60,307 Charter hire expense 39,177 17,641 Vessel operating expenses 20,562 22,178 Terminal Expenses 4,375 2,551 General and administrative 10,027 7,274 Depreciation and amortization 11,876 9,923 Loss on vessel held for sale 358 — Total expenses 160,114 119,875 Income from operations 10,466 2,926 Total other expense, net 3,199 (5,125) Net income (loss) 13,665 (2,199) (Income) loss attributable to non-controlling interests (371) 218 Net income (loss) attributable to Pangaea Logistics Solutions Ltd. $ 13,294 $ (1,981) Adjusted EBITDA (1) $ 25,199 $ 14,827
14 Reconciliation of Non-GAAP Measures Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Net Transportation and Service Revenue Gross Profit $ 20,888 $ 10,228 Add: Vessel Depreciation and amortization 11,840 9,923 Net transportation and service revenue $ 32,727 $ 20,152 Adjusted EBITDA Net income (loss) $ 13,665 $ (2,199) Interest expense, net 3,892 5,702 Depreciation and amortization 11,876 9,923 Income tax provision (included in Other income / expense) 315 53 EBITDA (Non-GAAP) $ 29,747 $ 13,479 Adjustments to EBITDA Loss on vessel held for sale 358 — Share-based compensation 1,700 1,532 Unrealized gain on derivative instruments, net (6,606) (184) Adjusted EBITDA $ 25,199 $ 14,827
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 March 31, 2026 Three Months Ended March 31, 2025 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. $ 13,294 $ (1,981) Weighted average number of common shares - basic 64,193 63,851 Weighted average number of common shares - diluted 64,776 63,851 Earnings per common share - basic $ 0.21 $ (0.03) Earnings per common share - diluted $ 0.21 $ (0.03) Adjusted EPS Net income (loss) attributable to Pangaea Logistics Solutions Ltd. $ 13,294 $ (1,981) Non-GAAP Add: Loss on vessel held for sale 358 — Unrealized gain on derivative instruments (6,606) (184) Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. $ 7,046 $ (2,164) Weighted average number of common shares - basic 64,193 63,851 Weighted average number of common shares - diluted 64,776 63,851 Adjusted EPS - basic $ 0.11 $ (0.03) Adjusted EPS - diluted $ 0.11 $ (0.03)