SEC Form 10-Q filed by Pangaea Logistics Solutions Ltd.
$PANL
Marine Transportation
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-36798
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
c/o Phoenix Bulk Carriers (US) LLC
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401 ) 846-7790
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated Filer | ☐ | ☒ | ||||||||||||
| Non-accelerated Filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.0001 per share, 65,414,923 shares outstanding as of May 8, 2026.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Signatures | ||||||||
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Pangaea Logistics Solutions Ltd.
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 | $ | $ | |||||||||
Accounts receivable (net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Advance hire, prepaid expenses and other current assets | |||||||||||
| Vessel held for sale | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
Fixed assets, at cost, net of accumulated depreciation of $ | |||||||||||
Finance lease right of use assets, at cost, net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | |||||||||
| Affiliated companies payable | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of secured long-term debt | |||||||||||
| Current portion of financing obligations | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Dividend payable | |||||||||||
| Total current liabilities | |||||||||||
| Non current liabilities | |||||||||||
| Secured long-term debt, net | |||||||||||
| Financing obligations, net | |||||||||||
| Finance lease liabilities, net | |||||||||||
| Total non current liabilities | |||||||||||
| Commitments and contingencies - Note 9 | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Pangaea Logistics Solutions Ltd. equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Pangaea Logistics Solutions Ltd.
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 | $ | $ | |||||||||
| Charter revenue | |||||||||||
| Port terminal & stevedore revenue | |||||||||||
| Total revenues, net | |||||||||||
| Expenses: | |||||||||||
| Voyage expense | |||||||||||
| Charter hire expense | |||||||||||
| Vessel operating expense | |||||||||||
| Terminal & stevedore expenses | |||||||||||
| General and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on vessel held for sale | |||||||||||
| Total expenses | |||||||||||
| Income from operations | |||||||||||
| Other income (expense): | |||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Unrealized gain on derivative instruments, net | |||||||||||
| Other income | |||||||||||
| Total other income (expense), net | ( | ||||||||||
| Net income (loss) | ( | ||||||||||
| (Income) loss attributable to non-controlling interests | ( | ||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | $ | ( | ||||||||
| Net income (loss) per common share | |||||||||||
| Basic | $ | $ | ( | ||||||||
| Diluted | $ | $ | ( | ||||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Pangaea Logistics Solutions Ltd.
Condensed Consolidated Statements of Stockholders' Equity for three months ended March 31, 2026 and 2025
(U.S. Dollars in thousands, except for share and per share data)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
(1) Common stock has a par value of $0.0001 per share. Amounts are presented in thousands, and therefore par value amounts are not reflected.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(U.S. Dollars in thousands, except for share and per share data)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of prepaid rent | |||||||||||
| Unrealized gain on derivative instruments | ( | ( | |||||||||
| Income from equity method investee | ( | ( | |||||||||
| Provision for doubtful accounts | |||||||||||
| Loss on vessel held for sale | |||||||||||
| Drydocking costs | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Advance hire, prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable, accrued expenses and other current liabilities | ( | ||||||||||
| Deferred revenue | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing activities | |||||||||||
| Purchase of vessels, vessel improvements and equipment | ( | ( | |||||||||
| Purchase of fixed assets and equipment | ( | ||||||||||
| Dividends received from equity method investments | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Payments of financing obligations | ( | ( | |||||||||
| Payments of finance leases | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Payments to non-controlling interest | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Total cash, cash equivalents and restricted at beginning of period | |||||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | 90,014 | 63,949 | |||||||||
| Supplemental non-cash investing and financing activities: | |||||||||||
| Capital expenditures included in accounts payable and accrued expenses | $ | 5,300 | $ | 1,030 | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Note 1 - General Information and Recent Events
The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.
As of March 31, 2026, the Company's owned fleet consisted of three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax, four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. In addition, the Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.
The Company owns port and terminal operations located in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana. Additionally, the Company also holds a 50 % equity interest in the owner of a deck barge.
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Note 2 - Basis of Presentation and Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete condensed financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
The consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, amounts are presented in thousands of U.S. dollars, except for share and per share amounts and certain operating metrics, including time charter equivalent (“TCE”) rates, operating expenses per day, and Baltic Dry Index (“BDI”) data.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates include revenue recognition for voyages in progress, the allowance for credit losses, the estimated salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.
Effective January 1, 2026, the Company revised certain depreciation estimates for its vessel assets. The Company increased its estimated vessel scrap value from $300 per light weight ton (“lwt”) to $400 per lwt., based on increases in 15-year average scrap price trends from a third-party data provider and similar changes by certain industry peers. The Company also standardized the estimated useful lives of its dry bulk vessels to 25 years from delivery, which shortened the depreciation period for 27 of its 39 vessels.
The increase in depreciation expense resulting from the shorter estimated useful lives of certain vessels exceeded the reduction in depreciation expense resulting from the higher scrap value. As a result, depreciation expense increased, and net income decreased, by approximately $1.6 million, or $0.03 per basic and diluted share, for the three months ended March 31, 2026. The Company expects depreciation expense to increase by approximately $6.7 million for the year ending December 31, 2026.
Concentration of credit risk
The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 24 % of accounts receivable as of March 31, 2026.
Advance hire, prepaid expenses and other current assets
Advance hire, prepaid expenses and other current assets were comprised of the following:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Advance hire | $ | $ | ||||||||||||
| Prepaid expenses | ||||||||||||||
| Accrued receivables | ||||||||||||||
| Cash margin on deposit | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other current assets | ||||||||||||||
| $ | $ | |||||||||||||
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Goodwill
We conducted our annual qualitative assessment of goodwill as of June 1, 2025, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of March 31, 2026, no events or changes in circumstances occurred that would necessitate a further impairment review.
Other non-current assets
Other non-current assets were comprised of the following:
| March 31, 2026 | December 31, 2025 | |||||||||||||
Intangible Assets, net of accumulated amortization of $ | $ | $ | ||||||||||||
| Investment in Associated Terminals Pangaea Logistics, LLC | ||||||||||||||
| Investment in Narragansett Bulk Carriers (US) Corp | ||||||||||||||
| Other investments | ||||||||||||||
| $ | $ | |||||||||||||
(1) Intangible assets consist primarily of customer contracts and a non-compete agreement acquired in prior periods, which are being amortized over estimated useful lives ranging from
The Company recognized earnings from equity method investments during the three months ended March 31, 2026; the Company received $0.5 million from these investees during the period.
Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Bunkers suppliers | ||||||||||||||
| Charter hire payable | ||||||||||||||
| Accrued compensation | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| $ | $ | |||||||||||||
Leases
Time charter in contracts
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending March 31, 2026, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.
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Time charter out contracts
Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
At March 31, 2026, the Company had six vessels chartered to customers under time charters that included a lease. These six leases varied in original length from 45 days to 190 days. The total lease payments remaining as of March 31, 2026 under these arrangements were approximately $3,758 . All time charters are scheduled to be completed within 73 days, and no lease payments extend beyond June 2026.
At March 31, 2025, the Company had seven vessels chartered to customers under time charters that included a lease. These seven leases varied in original length from 27 days to 84 days. The lease payments due under these arrangements were approximately $1,275 , all of which was received within the 40 days following March 31, 2025.
The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.
The Company does not have any sales-type or direct financing leases.
The Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
Revenue Recognition
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.
During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.
In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.
The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has
10
elected not to disclose the amount of remaining performance obligations for these contracts. As of March 31, 2026, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.
Deferred Revenue
All deferred revenue recorded on the consolidated balance sheets as of December 31, 2025, was recognized during the three months ended March 31, 2026.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (Topic 326). The amendments provide a practical expedient and an accounting policy election for estimating expected credit losses on current accounts receivable and contract assets arising under ASC 606. The Company adopted this guidance on January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.
In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Share-Based Payment Arrangements with Customers. This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements.
11
Note 3 - Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Money market accounts – cash equivalents | $ | $ | |||||||||
| Time deposit accounts - cash equivalents | |||||||||||
Cash (1) | |||||||||||
| Cash and cash equivalents | |||||||||||
Restricted cash (2) | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(1) It consists of cash deposits at various major banks.
(2) Restricted cash consists of amounts required to be maintained under the Company’s insurance arrangements and is not available for
general corporate purposes.
As of March 31, 2026 and December 31, 2025, the Company held cash and cash equivalents in the following subsidiaries:
| March 31, 2026 | December 31, 2025 | ||||||||||
Pangaea (1) | $ | $ | |||||||||
NBHC (2) | |||||||||||
Deck Barge (3) | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(1) Held by 100 % owned Pangaea consolidated subsidiaries
(2) Held by a 67 % owned Pangaea consolidated subsidiary
12
Note 4 - Fixed Assets
As of March 31, 2026, the Company’s fleet consisted of thirty-nine dry bulk vessels and one barge, including one vessel classified as held for sale. Certain vessels were financed through financing obligations recognized in failed sale-leaseback transactions, and one vessel was financed through a finance lease arrangement.
13
| March 31, 2026 | December 31, 2025 | ||||||||||
m/v Nordic Odyssey (1) | $ | $ | |||||||||
m/v Nordic Orion (1) | |||||||||||
m/v Nordic Oshima (1) | |||||||||||
m/v Nordic Olympic (1) | |||||||||||
m/v Nordic Odin (1) | |||||||||||
m/v Nordic Oasis (1) | |||||||||||
| m/v Nordic Nuluujaak | |||||||||||
| m/v Nordic Qinngua | |||||||||||
| m/v Nordic Sanngijuq | |||||||||||
| m/v Nordic Siku | |||||||||||
| m/v Bulk Endurance | |||||||||||
| m/v Bulk Prudence | |||||||||||
| m/v Bulk Courageous | |||||||||||
| m/v Bulk Concord | |||||||||||
| m/v Bulk Pride | |||||||||||
| m/v Bulk Spirit | |||||||||||
| m/v Bulk Sachuest | |||||||||||
| m/v Bulk Independence | |||||||||||
| m/v Bulk Friendship | |||||||||||
| m/v Bulk Valor | |||||||||||
| m/v Bulk Promise | |||||||||||
| m/v Bulk Brenton | |||||||||||
| m/v Bulk Patience | |||||||||||
| m/v Strategic Fortitude | |||||||||||
| m/v Strategic Resolve | |||||||||||
| m/v Strategic Explorer | |||||||||||
| m/v Strategic Entity | |||||||||||
| m/v Strategic Synergy | |||||||||||
| m/v Strategic Alliance | |||||||||||
| m/v Strategic Unity | |||||||||||
| m/v Strategic Harmony | |||||||||||
| m/v Strategic Equity | |||||||||||
| m/v Strategic Venture | |||||||||||
| m/v Strategic Savannah | |||||||||||
| m/v Strategic Spirit | |||||||||||
| m/v Strategic Vision | |||||||||||
| m/v Strategic Tenacity | |||||||||||
Miss Nora G Pearl (2) | |||||||||||
| Other fixed assets, net | |||||||||||
| Total fixed assets, net | $ | $ | |||||||||
| Right of Use Assets | |||||||||||
m/v Bulk Xaymaca (3) | $ | $ | |||||||||
| m/v Bulk Destiny | |||||||||||
| $ | $ | ||||||||||
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at March 31, 2026 and December 31, 2025, respectively.
(2) Barge is owned by a 50
14
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.
The Company performs this assessment at the individual vessel level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.
During the three months ended March 31, 2026, the Company identified one vessel that met the criteria to be classified as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, as the expected sale price was below its carrying value, resulting in the recognition of an impairment charge.
For the remaining vessels, the Company concluded that no indicators of impairment were present during the three months ended March 31, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the three months ended March 31, 2025.
15
Note 5 - Debt
As of March 31, 2026 and December 31, 2025, the Company’s outstanding long-term debt consists of the following:
| March 31, 2026 | December 31, 2025 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) | % | December 30, 2027 | ||||||||||||||||||||||||
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) | % | June 1, 2027 | ||||||||||||||||||||||||
$ | % | May 2029 | ||||||||||||||||||||||||
Bulk Valor Corp. Loan and Security Agreement (2) | % | June 2028 | ||||||||||||||||||||||||
Bulk Promise Corp. (2) | % | October 2027 | ||||||||||||||||||||||||
Bulk Sachuest (2) | % | October 2029 | ||||||||||||||||||||||||
| Bulk Prudence | % | July 2029 | ||||||||||||||||||||||||
Pangaea Texas, LLC (2) | % | November 2029 | ||||||||||||||||||||||||
| Pangaea Baltimore, LLC | February 2030 | |||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Secured long-term debt, net | $ | $ | ||||||||||||||||||||||||
(1)As of March 31, 2026.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.
$0.1 million Equipment Financing Arrangement
On February 6, 2026, Pangaea Baltimore LLC, a wholly-owned subsidiary of the Company, entered into a $0.1 million equipment financing arrangement with Wells Fargo Vendor Financial Services, LLC in connection with the purchase of a 2026 Bobcat T86 compact track loader. The total amount financed under the agreement was $144 , inclusive of fees. The arrangement bears interest at a stated annual rate of — % and is payable in 48 equal monthly installments of approximately $3 , with a final maturity date in 2030. The obligations are secured by the financed equipment and are subject to customary events of default and acceleration provisions.
16
The future minimum payments under the debt agreements are as follows:
| Years ending December 31, | ||||||||
| 2026 (remainder of the year) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Less: Amount representing interest | ( | |||||||
| Less: Unamortized Debt Issuance Costs | ( | |||||||
| Less: current portion | ( | |||||||
| Secured long-term debt, net | $ | |||||||
17
Financial Covenants
All the loan terms and key financial covenants for all outstanding debt as of December 31, 2025, remain unchanged as of March 31, 2026. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of March 31, 2026 and December 31, 2025.
Financing Obligations Recognized in Failed Sale Leaseback Transactions
The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.
As of March 31, 2026 and December 31, 2025, the Company’s financing obligation consists of the following:
| March 31, 2026 | December 31, 2025 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| Bulk Spirit Ltd. | % | February 2027 | ||||||||||||||||||||||||
| Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 2024 | % | August 2029 | ||||||||||||||||||||||||
Bulk Nordic Seven LLC (3) | % | May 2036 | ||||||||||||||||||||||||
Bulk Nordic Eight LLC (3) | % | June 2036 | ||||||||||||||||||||||||
Bulk Nordic Nine LLC (3) | % | September 2036 | ||||||||||||||||||||||||
Bulk Nordic Ten LLC (3) | % | November 2036 | ||||||||||||||||||||||||
Bulk Courageous Corp. (2) | % | April 2028 | ||||||||||||||||||||||||
Phoenix Bulk 25 Corp. (2) | % | February 2029 | ||||||||||||||||||||||||
| Bulk Independence | % | December 2028 | ||||||||||||||||||||||||
| Bulk Pride | % | December 2028 | ||||||||||||||||||||||||
Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2) | % | June 2029 | ||||||||||||||||||||||||
| SBC Equity Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| SBC Explorer LLC | % | March 2030 | ||||||||||||||||||||||||
| RHI Fortitude Pte. Ltd. | % | January 2031 | ||||||||||||||||||||||||
| SBC Harmony Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| RHI Savannah Pte. Ltd. | % | September 2029 | ||||||||||||||||||||||||
RHI Tenacity Pte. Ltd. (2) | % | April 2027 | ||||||||||||||||||||||||
| SBC Venture Pte. Ltd. | % | July 2031 | ||||||||||||||||||||||||
| SBC Spirit Pte. Ltd. | % | July 2032 | ||||||||||||||||||||||||
| SBC Vision Pte. Ltd. | % | June 2030 | ||||||||||||||||||||||||
| Operating Leases: | ||||||||||||||||||||||||||
Other (4) | $ | $ | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Financing Obligations, net | $ | $ | ||||||||||||||||||||||||
18
(1)As of March 31, 2026 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap on a portion of these facilities effective through Q4 2026, which caps the SOFR at 3.51%.
(4)The Company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.
All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2025, remain unchanged as of March 31, 2026. The Company was in compliance with all financial covenants as March 31, 2026 and December 31, 2025. All outstanding financing obligations are secured by the respective underlying assets.
| Year ending December 31, | ||||||||
| 2026 (remainder of the year) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total minimum payments | ||||||||
| Less: Amount representing interest | ( | |||||||
| Present value of minimum payments | ||||||||
| Less: Issuance costs | ( | |||||||
| Present value of minimum payments, net | ||||||||
| Less: Current portion of financing obligations | ( | |||||||
| Non-current portion of financing obligations | $ | |||||||
19
Note 6 - Finance Leases
At March 31, 2026, the Company had an outstanding finance lease liability related to the M/V Bulk Destiny under the Bulk Nordic Five Ltd. facility. During the three months ended March 31, 2026, the Company exercised and closed on its purchase option under the Bulk PODS Ltd. arrangement related to the M/V Bulk Xaymaca, and no finance lease liability remained outstanding under that facility as of March 31, 2026. This arrangement was entered into prior to the Company’s adoption of ASC 842 and continues to be accounted for as a finance lease under the transition provisions applicable to arrangements previously classified under ASC 840.
Finance leases consist of the following as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | Interest Rate (%) | Maturity Date | |||||||||||||||||||||||
| Finance Leases: | ||||||||||||||||||||||||||
Bulk PODS Ltd. (2) | $ | $ | % | |||||||||||||||||||||||
Bulk Nordic Five Ltd. (1) | % | April 2028 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Long-term finance lease liabilities, net | $ | $ | ||||||||||||||||||||||||
(1)Interest rates on the loan facilities are fixed.
(2)On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement. The transaction closed on March 16, 2026 for $1.3 million, and no gain or loss was recognized upon closing.
The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of March 31, 2026.
| Year ending December 31, | Amount | ||||
| 2026 (remainder of the year) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| Total minimum lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of minimum lease payments | |||||
| Less current portion | ( | ||||
| Less issuance costs | ( | ||||
| Long-term portion | $ | ||||
20
Note 7 - Derivative Instruments and Fair Value Measurements
Forward freight agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel swap contracts
The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025:
| Asset Derivative | Liability Derivative | |||||||||||||||||||||||||||||||||||||
| Derivative instruments | Balance Sheet Location | 03/31/2026 | 12/31/2025 | Balance Sheet Location | 03/31/2026 | 12/31/2025 | ||||||||||||||||||||||||||||||||
Margin accounts (1) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Forward freight agreements (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Fuel swap contracts (2) | Other current assets | $ | $ | Other current liabilities | $ | |||||||||||||||||||||||||||||||||
Interest rate cap (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
21
(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.
(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s floating rate debt approximate fair value as the applicable interest rates are variable and reflective of current market rates.
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and three months ended March 31, 2026 and 2025:
| Unrealized gain (loss) on derivative instruments | ||||||||||||||
| Three Months Ended | ||||||||||||||
| Derivative instruments | 03/31/2026 | 3/31/2025 | ||||||||||||
| Forward freight agreements | $ | ( | $ | |||||||||||
| Fuel Swap Contracts | ||||||||||||||
| Interest rate cap | ( | ( | ||||||||||||
| Total gain | $ | $ | ||||||||||||
The increase in margin accounts and fuel swap contract assets during the quarter was primarily attributable to favorable movements in market prices relative to the Company’s contracted hedge positions, resulting in unrealized gains on fuel swap contracts of approximately $6.7 million during the three months ended March 31, 2026. As fuel swap contracts matured during the period, certain derivative positions settled in cash, contributing to the increase in margin account balances and derivative assets at March 31, 2026.
22
Note 8 - Related Party Transactions
Accounts payable to related parties consist of the following:
| March 31, 2026 | Activity | December 31, 2025 | |||||||||||||||
MTM Ship Management (“MTM”) (i) | $ | $ | |||||||||||||||
| Commissions payable (trade payables) (ii) | |||||||||||||||||
| Total accounts payable to related parties | $ | $ | $ | ||||||||||||||
i.MTM Ship Management (“MTM”) is considered a related party because a former member of the Company’s Board of Directors, Christina Tan, has an indirect ownership interest in MTM. Ms. Tan is a partial owner of Strategic Investment LLC, which beneficially owns approximately 29% of the Company’s outstanding common shares and has an indirect ownership interest in MTM. Ms. Tan resigned from the Company’s Board of Directors on December 18, 2025.
The Company has a technical management agreement with MTM Ship Management (“MTM”), under which MTM serves as the technical manager for certain vessels within the merged entity’s fleet. Pursuant to the agreement, MTM provides services including vessel maintenance, crew management, procurement, and regulatory compliance. During the three months ended March 31, 2026 and March 31, 2025, the Company incurred technical management fees of approximately $651 and $563 under this arrangement.
Note 9 - Commitments and Contingencies
Long-term Contracts Accounted for as Operating Leases
The Company has operating leases for office facilities in various locations. These leases generally have remaining terms ranging from 8 months to 57 months, some of which include options to extend or terminate. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. The weighted-average remaining lease term was 3.53 years as of March 31, 2026. The Company also has certain office equipment leases, which are excluded from the office lease disclosures because they are immaterial.
The following table summarizes the Company’s office lease commitments as of March 31, 2026.
| Location | Remaining lease Term (as of March 31, 2026) | Undiscounted Payments | ||||||||||||
| Copenhagen, Denmark | $ | |||||||||||||
| Singapore | ||||||||||||||
| Connecticut, U.S. | ||||||||||||||
| Greece | ||||||||||||||
| Total | $ | |||||||||||||
The Company modified its Greece office lease during the three months ended March 31, 2026, extending the lease term by 36 months.
For the three months ended March 31, 2026 and 2025, the Company recognized approximately $
23
As of March 31, 2026, future minimum rentals under all of our operating leases are as follows:
| Year ending December 31, | Amount | |||||||
| 2026 (remainder of the year) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total | $ | |||||||
Legal Proceedings and Claims
Note 10 – Stockholders’ Equity
Dividends Paid
Total cash dividends paid were approximately $3.9 million for the three months ended March 31, 2026.
Changes in Outstanding Shares
The following table summarizes changes in the number of shares of common stock outstanding for the three months ended March 31, 2026:
| Description | Number of Shares | |||||||
Shares outstanding at December 31, 2025 | ||||||||
| Shares issued (e.g., equity grants) | ||||||||
Shares outstanding at March 31, 2026 | ||||||||
Note 11 - Net Income per Common Share
Basic net income (loss) per common share is based on the weighted average number of common shares outstanding during the three months ended March 31, 2026 and 2025. Diluted net income (loss) per common share includes the effect of potential common shares, if dilutive.
For the three months ended March 31, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced basic and diluted net income per common share by approximately $0.03.
For the three months ended March 31, 2026, approximately 480,000 shares of restricted stock awards were excluded from the calculation of diluted net income per common share because their effect would have been anti-dilutive.
For the three months ended March 31, 2025, the Company reported a net loss of approximately $2.0 million. Accordingly, all potential common shares were anti-dilutive, and diluted net loss per common share is equal to basic net loss per common share for that period.
The following table summarizes the calculation of basic and diluted income per share:
24
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net income (loss) | $ | $ | ( | |||||||||||
| Weighted Average Shares - Basic | ||||||||||||||
| Dilutive effect of restricted stock awards | ||||||||||||||
| Weighted Average Shares - Diluted | ||||||||||||||
| Basic net income (loss) per share | $ | $ | ( | |||||||||||
| Diluted net income (loss) per share | $ | $ | ( | |||||||||||
Note 12. Employee Benefit Plans
Defined Contribution Plan
The Company sponsors a defined contribution 401(k) retirement savings plan for eligible employees. Under the plan, employees may elect to contribute a portion of their eligible compensation, subject to IRS limitations.
Employer Matching Contributions
The Company provides a 100 % match on the first 4 % of eligible compensation that employees contribute. These matching contributions are made in cash and vest immediately.
25
Note 13 – Segment Information and Geographic Data
The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.
The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent ("TCE") revenues. The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income. TCE is a non-GAAP performance measure widely used in the shipping industry and is considered by management to be the key indicator of vessel operating performance.
In assessing performance and making resource allocation decisions, the CODM reviews both segment-level results and the Company’s consolidated financial results, which are prepared in accordance with U.S. GAAP.
The following tables present selected financial information with respect to our reportable segment:
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Shipping segment | ||||||||||||||
| Voyage revenue | $ | $ | ||||||||||||
| Charter revenue | ||||||||||||||
| Shipping segment total revenue | $ | $ | ||||||||||||
| Reconciliation: | ||||||||||||||
All other revenue (1) | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||
| Shipping segment total revenue | $ | $ | ||||||||||||
| Less: | ||||||||||||||
| Voyage expense | ||||||||||||||
TCE revenue (2) | $ | $ | ||||||||||||
| Reconciliation to net income: | ||||||||||||||
| Port terminal & stevedore revenue | ( | ( | ||||||||||||
| Charter hire expense | ||||||||||||||
| Vessel operating expenses | ||||||||||||||
| Terminal Expenses | ||||||||||||||
| General and administrative | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Loss on vessel held for sale | ||||||||||||||
| Other income (expense), net | ( | |||||||||||||
| Total consolidated net income (loss) | $ | $ | ( | |||||||||||
(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.
(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.
26
Geographical Disclosure
Revenue from external customers is attributed to geographic areas as follows:
Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| United States | $ | $ | ||||||||||||
| Singapore | ||||||||||||||
| Germany | ||||||||||||||
Other (1) | ||||||||||||||
| Total consolidated revenue | $ | $ | ||||||||||||
(1) This includes revenue from various regions across Asia, Europe, South America, and other international markets.
Revenue is presented geographically based on the customer's country of domicile.
27
Note 14 - Subsequent Events
On May 7, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on June 15, 2026, to shareholders of record as of the close of business on June 1, 2026.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
Forward Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Important Financial and Operational Terms and Concepts
The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:
Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases.
Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component.
Terminal & Stevedore Revenue. Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled.
Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred.
Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. The Company does not record a right-of-use asset or lease liability for any arrangement less than one year.
28
Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts.
Terminal & Stevedore Expenses. Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses.
Fleet Data. The Company believes that the measures for analyzing future trends in its results of operations consist of the following:
Shipping days. The Company defines shipping days as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or a time charter (time charter days).
Daily vessel operating expenses. The Company defines daily vessel operating expenses as vessel operating expenses divided by ownership days for the period. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees.
Chartered in days. The Company defines chartered in days as the aggregate number of days in a period during which it chartered in vessels from third party vessel owners.
Time Charter Equivalent ‘‘TCE’’ rates. The Company defines TCE rates as total shipping segment revenue less voyage expenses, divided by total shipping days. TCE rates are a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters because rates for vessels on voyage charters generally are not expressed on a per-day basis, while rates for vessels on time charters generally are expressed on a per-day basis. The Company believes this measure is consistent with industry practice.
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Selected Financial Information
For the three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Selected Financial Data | ||||||||||||||
| 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 | ||||||||||||
| Voyage expense | 73,739 | 60,307 | ||||||||||||
| Charter hire expense | 39,177 | 17,641 | ||||||||||||
| Vessel operating expenses | 20,562 | 22,178 | ||||||||||||
| Terminal & stevedore expenses | 4,375 | 2,551 | ||||||||||||
| Total cost of transportation and service revenue | 137,853 | 102,677 | ||||||||||||
| Transportation and service depreciation and amortization | 11,840 | 9,896 | ||||||||||||
| Gross Profit | 20,888 | 10,228 | ||||||||||||
| Other operating expenses | 10,063 | 7,302 | ||||||||||||
| Loss on vessel held for sale | 358 | — | ||||||||||||
| Income from operations | 10,466 | 2,926 | ||||||||||||
| 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 per common share information | ||||||||||||||
| Basic net income per share | $ | 0.21 | $ | (0.03) | ||||||||||
| Diluted net income per share | $ | 0.21 | $ | (0.03) | ||||||||||
| Weighted-average common shares Outstanding - basic | 64,193 | 63,851 | ||||||||||||
| Weighted-average common shares Outstanding - diluted | 64,776 | 63,851 | ||||||||||||
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Selected Data from the Consolidated Balance Sheets | ||||||||||||||
| Cash, cash equivalents and restricted cash | $ | 90,014 | $ | 103,324 | ||||||||||
| Total assets | $ | 950,695 | $ | 928,096 | ||||||||||
| Total secured debt, including financing obligations and finance leases, net | $ | 360,028 | $ | 372,208 | ||||||||||
| Total shareholders' equity | $ | 486,831 | $ | 474,736 | ||||||||||
| For the three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Selected Data from the Consolidated Statements of Cash Flows | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 4,494 | $ | (4,356) | ||||||||||
| Net cash used in investing activities | $ | (1,311) | $ | (460) | ||||||||||
| Net cash used in financing activities | $ | (16,493) | $ | (18,041) | ||||||||||
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Key Operating Metrics
| For the three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Shipping Days | ||||||||||||||
| Voyage days | 5,120 | 4,196 | ||||||||||||
| Time charter days | 827 | 1,014 | ||||||||||||
Total shipping days (1) | 5,947 | 5,210 | ||||||||||||
TCE Rate ($/day) (2) | $ | 15,252 | $ | 11,390 | ||||||||||
(1)Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
(2)Time Charter Equivalent (“TCE”) rate is a non-GAAP measure commonly used in the shipping industry and represents shipping segment revenue, consisting of voyage revenue and charter revenue, less voyage expenses, divided by total shipping days.
Non-GAAP Financial Measures
Management uses certain non-GAAP financial measures to evaluate the Company’s operating performance. These measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with U.S. GAAP.
The reconciliation of Gross profit to Adjusted Gross Profit and Net income to Adjusted EBITDA is as follows:
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Gross Profit (GAAP) | ||||||||||||||
Gross Profit (1) | $ | 20,888 | $ | 10,228 | ||||||||||
| Add: | ||||||||||||||
| Transportation and service depreciation and amortization | 11,840 | 9,896 | ||||||||||||
Adjusted Gross Profit (Non-GAAP) (1) | $ | 32,727 | $ | 20,124 | ||||||||||
Adjusted EBITDA (2) | ||||||||||||||
| 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 impairment of vessel | 358 | — | ||||||||||||
| Share-based compensation | 1,700 | 1,532 | ||||||||||||
| Unrealized gain on derivative instruments, net | (6,606) | (184) | ||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 25,199 | $ | 14,827 | ||||||||||
(1)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.
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(2)Adjusted EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization, gain or loss on sale of vessels, share-based compensation, unrealized gains or losses on derivative instruments and other non-operating or non-recurring items, if any. Management uses Adjusted EBITDA as a supplemental performance measure and believes it provides investors with useful information to evaluate the Company’s operating performance and its ability to generate cash flows from operations. Adjusted EBITDA is also reviewed periodically as a measure of financial performance by the Company’s Board of Directors. Adjusted EBITDA is not a measure recognized under U.S. GAAP and should not be considered an alternative to net income, operating income or any other indicator of operating performance prepared in accordance with U.S. GAAP.
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Industry Overview
We operate in a cyclical industry subject to macroeconomic shifts, geopolitical volatility and other factors. Our business is also subject to fluctuations in the supply and demand for vessels, together with global demand for drybulk commodities, which impact freight pricing.
The Baltic Dry Index (“BDI”), a broader market measure of the cost to transport drybulk commodities by sea, offers a market view into global supply demand trends and is considered the standard benchmark for drybulk cargo pricing. The BDI averaged 1,955 for the first quarter of 2026, up approximately 75%, compared to an average of 1,118 for the same quarter of 2025. The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also increased approximately 49%, to an average of $12,696 in the first quarter of 2026 from $8,548 in the same period of 2025.
As a result of the industry's volatility, we have experienced fluctuations in our quarterly and annual operating results in the past, and we expect to continue experiencing such fluctuations in the future due to various factors, including cargo demand, vessel supply, competition, and seasonality.
Quarterly TCE Performance
For the three months ended March 31, 2026, the Company's TCE rates were up 34% to $15,252 from $11,390 for the three months ended March 31, 2025. The Company's achieved TCE rates increased from the previous quarter as overall dry bulk market rates strengthened for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The Company's achieved TCE rate for the three months ended March 31, 2026 outperformed the average of the Baltic panamax, supramax, and handysize market indexes by approximately 20% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.
First Quarter Highlights
•Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $13.3 million for three months ended March 31, 2026 as compared to a net loss of approximately $2.0 million for the same period of 2025.
•Diluted net income per share was $0.21 for three months ended March 31, 2026, as compared to diluted net loss per share of $0.03 for the same period in 2025.
•Pangaea's TCE rates were $15,252 for the three months ended March 31, 2026 and $11,390 for the three months ended March 31, 2025.
•Adjusted EBITDA was $25.2 million and $14.8 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
•At the end of the quarter, Pangaea had $90.0 million in cash, cash equivalents, and restricted cash.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenues
Pangaea’s revenues are derived predominately from voyage, time charters, and terminal and stevedore revenue. Total revenue for the three months ended March 31, 2026, was $170.6 million, compared to $122.8 million for the same period in 2025, a 39% increase. The increase in revenues was primarily driven by improved market freight rates and higher activity levels. TCE rates increased from $11,390 per day in the first quarter of 2025 to $15,252 per day in the first quarter of 2026, while total shipping days increased from 5,210 days to 5,947 days. Revenues also benefited from higher terminal and stevedore revenues.
The Components of our revenue are as follows:
Voyage Revenues: Voyage revenues increased by 39% for the three months ended March 31, 2026 to $152.0 million compared to $109.7 million for the same period in 2025. The increase in voyage revenues was primarily due to a 22% increase in voyage days from 4,196 in the three months ended March 31, 2025 to 5,120 for the three months ended March 31, 2026. The increase is also attributable to the increase in the market freight rates as discussed above.
Charter Revenues: Charter revenues increased by 25%, to $12.4 million for the three months ended March 31, 2026, compared to $10.0 million for the same period in 2025. The increase was primarily driven by an improvement in average market charter rates, as the Panamax, Supramax, and Handysize indices increased by 49% from $8,548 per day to $12,696 per day year-over-year. This was offset by an 18% decrease in time charter days, which decreased from
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1,014 to 827 days. The Company’s flexible chartering strategy enables the Company to selectively release excess ship days, if any, into the market under time charter arrangements rather than voyage days.
Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 95% to $6.1 million for the three months ended March 31, 2026, compared to $3.1 million for the same period in 2025, primarily due to the addition of two new port operations in Lake Charles and Port Aransas during 2026.
Operating and Business Expenses
In recent years, global cost inflation has contributed to higher vessel operation costs, including crew travel, equipment transportation, and drydocking. While we expect crew payroll expenses to remain stable in the near and medium term, other inflated costs may increase our vessels' daily operating expenses. Typically, any fuel cost increases during voyages are managed through bunker hedging or through fuel cost pass-through arrangements in long-term contracts.
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses were $73.7 million for the three months ended March 31, 2026, compared to $60.3 million for the same period in 2025, representing an increase of approximately 22%. The increase was primarily driven by a 22% increase in voyage days, with corresponding increases in bunkers consumed and port costs incurred in the period.
Charter Hire Expenses: Charter hire expenses for the three months ended March 31, 2026 were $39.2 million, compared to $17.6 million for the same period in 2025, a 122% increase. The increase was primarily due to an increase in chartered-in days as well as market time charter rates. Chartered-in days increased 55%, from 1,745 days in the first quarter of 2025 to 2,712 days in the same period of 2026. On a per-day basis, charter hire expenses averaged $14,448 in the first quarter of 2026, compared to $10,108 in 2025. The Company's flexible charter-in strategy allows it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.
Vessel Operating Expenses: Vessel operating expenses for the three months ended March 31, 2026 were $20.6 million, compared to $22.2 million for the same period in 2025, a decrease of approximately 7%. Most of this decrease was a result of a decrease in ownership days due to the sale of two vessels in the prior year, with 3,510 days for the three months ended March 31, 2026 compared to 3,690 days in 2025, reflecting a decrease of 5%. Excluding technical management fees, vessel operating expenses on a per day basis were $5,644 for the three months ended March 31, 2026, up from $5,528 for the three months ended March 31, 2025. Technical management fees were approximately $0.8 million in the first quarter of 2026, down from $1.8 million in 2025 reflecting, in part, the transition of technical management for 10 vessels from Bernard Schulte Shipmanagement ("BSM") to Seamar, the Company's wholly owned subsidiary.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 95% to $4.4 million for the three months ended March 31, 2026, compared to $2.6 million for the same period in 2025, in line with the increase in terminal revenues and the addition of new port operations over the period.
General and Administrative Expenses: General and administrative expenses increased by 38% to $10.0 million for the three months ended March 31, 2026 compared to $7.3 million for the same period in 2025. The increase was primarily due to higher employee incentive compensation expense of approximately $0.9 million during the quarter, primarily resulting from earlier recognition of certain incentive compensation expenses during the current-year period compared to the prior year. The remaining increase was attributable to higher compensation costs associated with increased headcount across the organization and other incremental costs.
Unrealized Gain on Derivative Instrument: The Company uses derivative instruments, including forward freight agreements, bunker swaps and interest rate derivatives, to manage exposure to fluctuations in freight rates, bunker prices and interest rates. These instruments are marked to market at each balance sheet date, which can result in period-to-period fluctuations in earnings. For the three months ended March 31, 2026, the Company recognized an unrealized gain on bunker swaps of approximately $6.7 million, partially offset by an unrealized loss on FFAs of approximately $6.9 thousand and an unrealized loss on interest rate derivatives of approximately $0.1 million.
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Significant accounting estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment.
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.
The Company performs this assessment at the individual vessel level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.
During the three months ended March 31, 2026, the Company identified one vessel that met the criteria to be classified as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, as the expected sale price was below its carrying value, resulting in the recognition of an impairment charge.
For the remaining vessels, the Company concluded that no indicators of impairment were present during the three months ended March 31, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the three months ended March 31, 2025.
Liquidity and Capital Resources
The Company has historically financed its capital needs through cash flow from operations, common stock issuance, non-controlling interest contributions, and long-term debt and finance leases. Capital has primarily been allocated to operations, vessel acquisitions, and debt servicing. While the Company may pursue additional debt or equity financing as needed, adverse market conditions could limit access to favorable terms, potentially restricting business expansion opportunities.
As of March 31, 2026, and December 31, 2025, the Company’s working capital was $97.2 million and $87.7 million, respectively.
Cash Flows:
The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2026 and 2025. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
For the three months ended | ||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||
| Net cash provided by/(used in): | ||||||||||||||
| Operating activities | 4,494 | (4,356) | ||||||||||||
| Investing activities | (1,311) | (460) | ||||||||||||
| Financing activities | (16,493) | (18,041) | ||||||||||||
| Net change | $ | (13,310) | $ | (22,857) | ||||||||||
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Operating Activities
During the three months ended March 31, 2026, net cash provided by operating activities was approximately $4.5 million, compared to net cash used in operating activities of $4.4 million for the same period in 2025, representing an increase of $9.1 million. The improvement was primarily driven by higher net income and favorable changes in accounts payable and accrued expenses, partially offset by increased working capital outflows, including inventories and advance hire, prepaid expenses and other current assets.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was approximately $1.3 million and $0.5 million, respectively, representing an increase of $0.9 million. The increase was primarily driven by higher expenditures for vessel improvements and equipment purchases, partially offset by dividends received from equity method investments.
Financing Activities
Net cash used in financing activities was approximately $16.5 million for the three months ended March 31, 2026, compared to $18.0 million used in the same period in 2025, representing a decrease in cash used of $1.5 million. The decrease was primarily driven by lower cash dividends paid, partially offset by higher payments on financing obligations and finance leases.
The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
Capital Expenditures
The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels, as well as port & terminal operations. As of March 31, 2026, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax and four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. The Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company also holds a 50 % equity interest in the owner of a deck barge and operates port and terminal facilities in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana.
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $6.8 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively. The Company expects to perform one intermediate survey during the second quarter of 2026 at an aggregate estimated cost of approximately $1.5 million. In 2026, the Company anticipates performing four special surveys at an aggregate estimated cost of approximately $5.3 million.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements at March 31, 2026 or December 31, 2025.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risks
No significant changes to our market risk have occurred since December 31, 2025. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in the Company Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. GAAP. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.
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PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
Item 1A – Risk Factors
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
None.
Item 5 - Other Information
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Item 6 – Exhibits
| Exhibit No. | Description | ||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| EX-101.INS | XBRL Instance Document | ||||
| EX-101.SCH | XBRL Taxonomy Extension Schema | ||||
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||||
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||||
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | ||||
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
______________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 11, 2026.
| PANGAEA LOGISTICS SOLUTIONS LTD. | ||||||||
| By: | /s/ Mads Boye Petersen | |||||||
| Mads Boye Petersen | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Gianni Del Signore | |||||||
| Gianni Del Signore | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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