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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
 
FORM 8-K
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 
 
Date of Report (Date of earliest event reported): November 12, 2024  
 
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact Name of Registrant as Specified in Charter)
 
Bermuda001-3679898-1205464
(State or Other Jurisdiction(Commission(IRS Employer
of Incorporation)File Number)Identification No.)
 
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf, Newport, Rhode Island 02840
(Address of Principal Executive Offices) (Zip Code)
 
(401) 846-7790
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 ☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common StockPANLNasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02Results of Operations and Financial Condition.

On November 12, 2024, Registrant issued a press release announcing financial results for three months ended September 30, 2024. The press release is furnished as Exhibit 99.1, its Quarterly Investor Presentation is attached 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.

The Registrant intends to file a proxy statement with the SEC in connection with the solicitation of shareholder approval pursuant to Nasdaq Listing Rule 5635 in connection with the proposed fleet combination transaction of vessels owned by Strategic Shipping Inc. (the “Proposals”). Shareholders should read the proxy statement and other relevant documents when they become available because they will contain important information about the Proposals. The proxy statement, any amendments or supplements to the proxy statement, and other relevant documents filed by the Registrant with the SEC will be available for free at www.sec.gov and at the Registrant’s website, www.pangaeals.com, or by writing to: Investors@pangaeals.com. The Registrant and its executive officers and directors may be deemed participants in the solicitation of proxies from the Registrant’s shareholders with respect to the Proposals. Information regarding the Registrant’s directors and executive officers appears in the Registrant’s definitive proxy statement for its 2024 annual meeting, which was filed with the SEC on June 24, 2024.

This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits
ExhibitDescription
 
99.1    November 12, 2024 press release entitled "Pangaea Logistics Solutions Ltd. Reports Third Quarter 2024 Financial Results" (furnished pursuant to Item 2.02)

99.2    Q3 2024 Investor Presentation of Pangaea Logistics Solutions Ltd. dated November 12, 2024

104    Cover Page Interactive Data File ( embedded within Inline XBRL document)




SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: November 12, 2024
 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 Quarter Ended September 30, 2024
NEWPORT, RI - November 12, 2024 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months ended September 30, 2024.
THIRD QUARTER 2024 RESULTS

•Net income attributable to Pangaea of $5.1 million, or $0.11 per diluted share
•Adjusted net income attributable to Pangaea of $11.1 million, or $0.24 per diluted share
•Operating cash flow of $28.5 million
•Adjusted EBITDA of $23.9 million
•Time Charter Equivalent ("TCE") rates earned by Pangaea of $16,324 per day
•Pangaea’s TCE rates exceeded the average Baltic Panamax and Supramax indices by 19%
•Ratio of net debt to trailing twelve-month Adjusted EBITDA of 2.5x
•Expanded owned vessel fleet to 26 with the acquisitions of the Bulk Brenton and Bulk Patience in third quarter

For the three months ended September 30, 2024, Pangaea reported non-GAAP adjusted net income of $11.1 million, or $0.24 per diluted share, on total revenue of $153.1 million. Third quarter TCE rates increased 4% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, increased 4% to 4,805 days, when compared to the year-ago period.

The TCE earned was $16,324 per day for the three months ended September 30, 2024, compared to an average of $15,748 per day for the same period in 2023. During the third quarter ended September 30, 2024, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax and Supramax indices by 19%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.

Total Adjusted EBITDA decreased by 14.2% to $23.9 million in the third quarter of 2024, compared to the prior-year period. Total Adjusted EBITDA margin was 15.6% during the third quarter of 2024, compared to 20.6% during the prior year period. This decrease is primarily due to higher voyage expenses and increased charter hire costs, which offset the benefits of higher market rates.

As of September 30, 2024, the Company had $93.1 million in cash and cash equivalents. Total debt, including finance lease obligations was $292.8 million. At the end of the third quarter 2024, the ratio of net debt to trailing twelve-month adjusted EBITDA was 2.5x, which was flat compared to the prior year period. During the three months ended September 30, 2024, the Company repaid net $3.3 million of finance leases in conjunction with a refinancing, $3.4 million of long-term debt and received proceeds amounting to $46.6 million from secured long-term debt, and paid $4.5 million in cash dividends.

On November 8, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on December 13, 2024, to all shareholders of record as of November 29, 2024.

MANAGEMENT COMMENTARY

“Strategically, this has been a historic year for Pangaea, one in which we’ve continued to advance our value creation strategy through a combination of targeted fleet expansion, strong operational execution, and accretive inorganic growth,” stated Mark Filanowski, Chief Executive Officer of Pangaea Logistics Solutions. “In September, we entered into a definitive agreement to merge 15 dry bulk handy-size vessels into our own dry bulk fleet in an all-stock transaction with M. T. Maritime (“MTM”). The transaction, which is expected to close by year-end 2024, will increase the size of our owned fleet by more than 60% and will drive meaningful annual EBITDA for Pangaea. In a separate transaction, we acquired the remaining 50% interest in our post-panamax ice class 1A joint venture, further solidifying our position in this premium niche market segment. We also purchased two modern supramaxes to support our base businesses”.

“With our added scale, we expect to expand our logistics operations at both new and existing ports of operation, consistent with our integrated shipping and logistics model,” continued Filanowski. “Our asset-lite, cargo-centric model leverages a combination of owned and chartered-in vessels, consistent with our long-term strategy. Given fluctuations in global dry bulk capacity and demand, we believe our model provides superior durability, cost efficiency and scalability through the cycle, with an emphasis on profitable growth”.

“The third quarter is a seasonally active period of the year across our Arctic trades,” continued Filanowski. “We optimized our ice class fleet during the quarter and we delivered a year-over-year increase in both total shipping days and TCE/day rate. While market rates declined as the quarter progressed, our reported TCE exceeds prevailing market indices by 19% in the period, given our strategic focus on premium rate trade routes”.



“Through today, we have performed 3,378 shipping days generating a TCE of $16,629/day," continued Mark Filanowski. "We look forward to having the MTM transaction closed by year end, subject to the approval of our shareholders, positioning Pangaea to deliver an expanded portfolio of services across a growing customer base in the year ahead.”

STRATEGIC UPDATE

Pangaea remains committed to developing a leading dry bulk logistics and transportation services company of scale, providing its customers with specialized shipping and supply chain and logistics offerings in commodity and niche markets, which drive premium returns measured in time charter equivalent per day.

Leverage integrated shipping and logistics model. In addition to operating the largest high ice class dry bulk fleet of Panamax and post-Panamax vessels globally, Pangaea also performs stevedoring services, together with port and terminal operations capabilities. The Company is focused on deploying capital to support continued organic growth of its port and terminal operations. During the third quarter the Company continued to advance its ongoing expansion of its terminal operations in the Port of Tampa, which is on track to be complete in the second half of 2025. Furthermore, the Company’s proposed merger of its dry bulk fleet with the dry bulk fleet of MTM would enhance its ability to service customers in proximity to its port and terminal operations.

Continue to drive strong fleet utilization. In the third quarter, Pangaea's 26 owned vessels were fully utilized and supplemented with an average of 27 chartered-in vessels to support cargo and COA commitments. During the quarter, the Company completed the acquisition of two new vessels, which will expand the owned vessel fleet to 26. In addition to the two newly acquired vessels, the Company proposed merger with the dry bulk fleet of MTM will expand the Company’s capabilities into the Handymax segment, further enabling Pangaea to dynamically meet the evolving needs of its customers while maximizing its owned fleet utilization.

Continue to upgrade fleet, while divesting older, non-core assets. During the quarter, the Company took delivery of the 2016-built Bulk Patience and Bulk Brenton. In addition, the Company announced that it had entered into an agreement to merge its Dry Bulk fleet with the fleet of MTM, adding another 15 vessels to its owned vessel fleet. Going forward, the Company will continue to opportunistically invest in its fleet with the purpose of maximizing TCE rates, meeting evolving regulatory requirements and supporting client cargo needs on an on-demand basis.

THIRD QUARTER 2024 CONFERENCE CALL

The Company’s management team will host a conference call to discuss the Company’s financial results on Wednesday, November 13, 2024 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: 1-800-225-9448
International Live: 1-203-518-9708
Conference ID:     PANLQ324    

To listen to a replay of the teleconference, which will be available through November 20, 2024:

Domestic Replay: 1-800-839-9374
International Replay: 1-402-220-6087




Pangaea Logistics Solutions Ltd.
Consolidated Statements of Operations
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Revenues:
Voyage revenue$145,119,752 $127,884,506 $356,506,043 $346,300,186 
Charter revenue4,860,376 3,797,528 23,738,200 16,636,920 
Terminal & Stevedore Revenue3,134,936 3,934,154 9,117,226 4,453,811 
Total revenue153,115,064 135,616,188 389,361,469 367,390,917 
Expenses:
Voyage expense71,539,649 59,075,208 169,805,168 170,349,472 
Charter hire expense36,511,251 25,466,886 96,339,176 77,183,388 
Vessel operating expense13,884,629 14,252,533 41,289,813 41,070,199 
   Terminal & Stevedore Expenses2,417,374 3,517,736 7,324,959 3,892,318 
General and administrative6,041,857 5,500,121 18,349,556 17,115,013 
Depreciation and amortization7,719,083 8,092,495 22,609,231 22,546,350 
Loss on sale of vessel— — — 1,172,196 
Total expenses138,113,843 115,904,979 355,717,903 333,328,936 
Income from operations15,001,221 19,711,209 33,643,566 34,061,981 
Other income (expense): 
Interest expense(4,702,101)(4,348,686)(12,365,614)(12,724,920)
Interest income893,879 775,504 2,434,325 2,867,914 
Income (loss) attributable to Non-controlling interest recorded as long-term liability interest expense
274,326 (267,198)(420,826)(1,027,798)
Unrealized (loss) gain on derivative instruments, net(5,961,224)4,531,912 (1,804,388)2,760,059 
Other income551,021 (212,639)1,229,193 422,636 
Total other expense, net(8,944,099)478,893 (10,927,310)(7,702,109)
Net income6,057,122 20,190,102 22,716,256 26,359,872 
Income attributable to non-controlling interests(946,082)(1,321,811)(2,248,265)(1,172,774)
Net income attributable to Pangaea Logistics Solutions Ltd.$5,111,040 $18,868,291 $20,467,991 $25,187,098 
Earnings per common share:
Basic$0.11 $0.42 $0.45 $0.56 
Diluted$0.11 $0.42 $0.45 $0.56 
Weighted average shares used to compute earnings per common share:
Basic45,279,813 44,775,438 45,257,462 44,754,620 
Diluted46,011,402 45,081,668 45,947,548 45,108,039 



Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
September 30, 2024December 31, 2023
(unaudited)(audited)
Assets
Current assets
Cash and cash equivalents$93,119,521 $99,037,866 
Accounts receivable (net of allowance of $5,329,034 and $5,657,837 at September 30, 2024 and December 31, 2023, respectively)44,157,144 47,891,501 
Inventories26,742,783 16,556,266 
Advance hire, prepaid expenses and other current assets32,219,650 28,340,246 
Total current assets196,239,098 191,825,879 
Fixed assets, net514,581,091 474,265,171 
Right of use assets, net29,134,488 30,393,823 
Goodwill3,104,800 3,104,800 
Other non-current Assets6,107,198 5,590,295 
Total assets$749,166,675 $705,179,968 
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities$47,778,007 $35,836,262 
Deferred revenue16,080,451 15,629,886 
Current portion of secured long-term debt16,536,650 30,751,726 
Current portion of lease liabilities14,238,935 21,970,124 
Dividend payable1,279,494 1,146,321 
Total current liabilities95,913,537 105,334,319 
Secured long-term debt, net117,014,342 68,446,309 
Lease liabilities, net141,066,827 143,266,867 
Long-term liabilities - other16,357,366 17,936,540 
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding— — 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 46,902,091 shares issued and outstanding at September 30, 2024; 46,466,622 shares issued and outstanding at December 31, 20234,692 4,648 
Additional paid-in capital167,167,687 164,854,546 
Retained earnings165,417,353 159,026,799 
Total Pangaea Logistics Solutions Ltd. equity332,589,732 323,885,993 
Non-controlling interests46,224,871 46,309,940 
Total stockholders' equity378,814,603 370,195,933 
Total liabilities and stockholders' equity$749,166,675 $705,179,968 

Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)

Nine Months Ended September 30,
20242023
Operating activities
Net income$22,716,256 $26,359,872 
Adjustments to reconcile net income to net cash provided by operations: 
Depreciation and amortization expense22,609,231 22,546,350 
Amortization of deferred financing costs739,522 701,275 
Amortization of prepaid rent91,399 91,048 
Unrealized (gain) loss on derivative instruments1,804,388 (2,760,059)
Income from equity method investee(1,445,750)(417,636)
Earnings attributable to non-controlling interest recorded as other long term liability420,826 1,027,798 
Provision for doubtful accounts1,671,197 933,449 
Loss on sale of vessel— 1,172,196 
Drydocking costs(2,999,998)(3,368,800)
Share-based compensation2,313,185 1,393,514 
Change in operating assets and liabilities:
Accounts receivable2,563,160 (17,676,862)
Inventories(10,186,517)2,757,206 
Advance hire, prepaid expenses and other current assets(5,637,302)885,264 
Accounts payable, accrued expenses and other current liabilities11,297,723 3,324,586 
Deferred revenue450,565 (7,086,632)
Net cash provided by operating activities46,407,885 29,882,569 
Investing activities  
Purchase of vessels and vessel improvements(57,530,543)(27,217,355)
Purchase of fixed assets and equipment(160,231)— 
Proceeds from sale of vessel— 8,037,804 
Acquisitions, net of cash acquired— (7,200,000)
Dividends received from equity method investments510,000 1,637,500 
Contributions to non-consolidated subsidiaries and other investments(171,699)(275,000)
Net cash used in investing activities(57,352,473)(25,017,051)
Financing activities
Proceeds from long-term debt64,150,000 — 
Payments of financing fees and issuance costs(1,228,714)— 
Payments of long-term debt(28,963,663)(12,435,039)
Proceeds from finance leases8,000,000 — 
Payments of finance lease obligations(18,653,782)(12,211,158)
Dividends paid to non-controlling interests(2,333,334)(5,000,000)
Cash dividends paid(13,944,264)(13,618,424)
Cash paid for incentive compensation shares relinquished— (127,283)
Payments to non-controlling interest recorded as long-term liability(2,000,000)(2,500,000)
Net cash provided by (used in) financing activities5,026,243 (45,891,904)
Net change in cash and cash equivalents(5,918,345)(41,026,386)
Cash and cash equivalents at beginning of period99,037,866 128,384,606 
Cash and cash equivalents at end of period$93,119,521 $87,358,220 

Pangaea Logistics Solutions Ltd.
Reconciliation of Non-GAAP Measures
(unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net Transportation and Service Revenue
Gross Profit$21,084,541 $25,240,555 $52,075,557 $52,433,372 
Add:
Vessel Depreciation and Amortization7,677,620 8,063,270 22,526,796 22,462,168 
Net transportation and service revenue$28,762,161 $33,303,825 $74,602,353 $74,895,540 
Adjusted EBITDA
Net Income6,057,122 20,190,102 22,716,256 26,359,872 
Interest expense, net3,808,222 3,573,182 9,931,289 9,857,006 
(Income) loss attributable to Non-controlling interest recorded as long-term liability interest expense
(274,326)267,198 420,826 1,027,798 
Depreciation and amortization7,719,083 8,092,495 22,609,231 22,546,350 
EBITDA17,310,101 32,122,977 55,677,602 59,791,026 
Non-GAAP Adjustments:
Loss on sale of vessels— — — 1,172,196 
Share-based compensation645,835 270,007 2,313,185 1,393,514 
Unrealized loss (gain) on derivative instruments, net5,961,224 (4,531,912)1,804,388 (2,760,059)
Other non-recurring items— 19,476 — 445,178 
Adjusted EBITDA$23,917,160 $27,880,548 $59,795,175 $60,041,855 
Earnings Per Common Share
Net income attributable to Pangaea Logistics Solutions Ltd.$5,111,040 $18,868,291 $20,467,991 $25,187,098 
Weighted average number of common shares outstanding - basic45,279,813 44,775,438 45,257,462 44,754,620 
Weighted average number of common shares outstanding - diluted46,011,402 45,081,668 45,947,548 45,108,039 
Earnings per common share - basic$0.11 $0.42 $0.45 $0.56 
Earnings per common share - diluted$0.11 $0.42 $0.45 $0.56 
Adjusted EPS
Net Income attributable to Pangaea Logistics Solutions Ltd.$5,111,040 $18,868,291 $20,467,991 $25,187,098 
Non-GAAP
Add:
Loss on sale of vessels— — — 1,172,196 
Unrealized loss (gain) on derivative instruments5,961,224 (4,531,912)1,804,388 (2,760,059)
Other non-recurring items— 19,476 — 445,178 
Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd.$11,072,264 $14,355,855 $22,272,379 $24,044,413 
Weighted average number of common shares - basic45,279,813 44,775,438 45,257,462 44,754,620 
Weighted average number of common shares - diluted46,011,402 45,081,668 45,947,548 45,108,039 
Adjusted EPS - basic$0.24 $0.32 $0.49 $0.54 
Adjusted EPS - diluted$0.24 $0.32 $0.48 $0.53 


INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release discusses non-GAAP financial measures, including non-GAAP net revenue and non-GAAP adjusted EBITDA. This is considered a non-GAAP financial measure as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use non-GAAP financial measures for internal financial and operational decision making purposes and as a means to evaluate period-to-period comparisons of the performance and results of operations of our core business. Our management believes that non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding charges that are not incurred in the normal course of business. Non-GAAP financial measures also facilitate management's internal planning and comparisons to our historical performance and liquidity. We believe certain non-GAAP financial measures are useful to investors as they allow for greater transparency with respect to key metrics used by management in its financial and operational decision making and are used by our institutional investors and the analyst community to help them analyze the performance and operational results of our core business.

Gross Profit. Gross profit represents total revenue less net transportation and service revenue and less vessel depreciation and amortization.

Net transportation and service revenue. Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses and terminal & stevedore expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.

Adjusted EBITDA and adjusted EPS. Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense and other non-recurring items, if any. Earnings per share represents net income divided by the weighted average number of common shares outstanding. Adjusted earnings per share represents net income attributable to Pangaea Logistics Solutions Ltd. plus, when applicable, loss on sale of vessel, loss on sale and leaseback of vessel, loss on impairment of vessel, unrealized gains and losses on derivative instruments, and certain non-recurring charges, divided by the weighted average number of shares of common stock.

There are limitations related to the use of net revenue versus income from operations, adjusted EBITDA versus income from operations, and adjusted EPS versus EPS calculated in accordance with GAAP. In particular, Pangaea’s definition of adjusted EBITDA used here are not comparable to EBITDA.

The table set forth above provides a reconciliation of the non-GAAP financial measures presented during the period to the most directly comparable financial measures prepared in accordance with GAAP.

About Pangaea Logistics Solutions Ltd.

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Learn more at www.pangaeals.com.




Investor Relations Contacts
Gianni Del SignoreStefan C. Neely
Chief Financial OfficerVallum Advisors
401-846-7790
Investors@pangaeals.comPANL@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.
3Q24 Earnings Call Presentation 2 Safe Harbor 3Q24 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 3Q24 Performance Highlights Significant strategic progress amid seasonally strong artic trade demand Seasonal artic trade demand drove high utilization of specialized ice-class fleet, resulting in earned TCE rates in 3Q24 exceeding the benchmark average Baltic Panamax and Supramax indices by 19%. Adjusted EBITDA declined to $23.9 million in 3Q24, due to a 43% increase in charter- hire expenses, which more than offset a 3.7% increase in earned TCE rates and a 3% decrease in vessel operating expenses, net of technical management fees. Announced definitive agreement for dry bulk fleet combination with the dry bulk fleet of M.T. Maritime, expanding into handy-sized segment and increasing the size of the dry bulk fleet by 60%, pending shareholder approval. Continue to execute on key capital allocation priorities, maintaining cash dividend of $0.10 per common share, to be paid on December 13, 2024. Entering the fourth quarter prevailing market rates have been mixed. As of November 11, 2024, booked 3,378 days at an average of $16,629/day. Took delivery of the Bulk Brenton and Bulk Patience increasing the amount of environmentally compliant fleet tonnage and increased the number of owned vessels to 26. 4 3Q 2024 Performance Summary Adjusted EBITDA $s in Millions Adjusted EPS $s per Share TCE Rate $s per Shipping Day Operating Cash Flow $s in Millions $23.9 $27.9 3Q24 3Q23 $0.24 $0.32 3Q24 3Q23 $16,324 $15,748 3Q24 3Q23 $28.5 $16.3 3Q24 3Q23

 
5 Outperforming Industry Benchmark Our TCE has exceeded the market by an average of 31% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above- Market Performance • Current 4Q24 booked TCE rate of $16,629, an 38% premium to the market average through the quarter.* • Our niche, higher- margin trades, long- term COAs and charter-in strategy remain key areas of differentiation. * Q4 24 estimated TCE performance based on shipping days booked as of November 11, 2024 **Average of the published Panamax and Supramax indices, net of commission - 1,000 2,000 3,000 4,000 5,000 6,000 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 D ay s TC E R at e ($ s p er S h ip p in g D ay ) PANL Total Shipping Days PANL TCE Rate Market TCE Rate** 6 Recent Vessel Acquisitions Disciplined acquiror of complementary assets MV Bulk Sachuest - Supramax MV Bulk Courageous - Ultramax MV Bulk Promise - Panamax MV Bulk Valor - Supramax MV Bulk Concord - Panamax MV Nordic Nuluujaak – Post Panamax(1) MV Nordic Qinnqua – Post Panamax(1) MV Nordic Sanngijug – Post Panamax(1) MV Nordic Siku – Post Panamax(1) (1) Vessels are owned through a joint venture, of which Pangaea owns 50% as of September 30, 2024 and December 31, 2023. On November 6, 2024, the Company acquired the remaining 50% interest in NBP from a non-affiliate, resulting in full ownership of NBP's fleet of four Post Panamax Ice Class 1A dry bulk vessels. Purchased 7 vessels for $245 million Purchased 3 vessels for $83 million 2023 & 2024 MV Bulk Prudence - Ultramax 2021 & 2022 MV Bulk Brenton - Supramax MV Bulk Patience - Supramax 7 Return of Capital Program Stable quarterly cash dividend supported by stable profitability 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 Targeted dividend policy is aimed toward sustainability through the cycle Dividend payout has increased amid favorable market conditions and strategic execution Improved margins and cash conversion support dividend coverage despite volatile dry bulk market 6.3% 7.4% 16.5% 58.0% 2020 2021 2022 2023 $0.02 $0.11 $0.30 $0.40 2020 2021 2022 2023 22.9x 11.2x 10.1x 3.0x 2020 2021 2022 2023 8 Balance Sheet Update Ample liquidity to support ongoing growth of business Opportunistically invested in owned ship fleet during 2021 amid attractive market dynamics Repaid over $35 million in debt during 2023 through operating cash flow and vessel sales Capital allocation priorities will be balanced between debt repayment, fleet investment, opportunistic M&A and shareholder returns $116.4 $255.5 $175.6 $168.9 $199.7 $46.9 $56.2 $128.4 $99.0 $93.1 2.7x 2.4x 1.3x 2.1x 2.5x 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 2020 2021 2022 2023 3Q24 TT M N et D eb t/ A d j. E B IT D A $s in M ill io n s Total Net Debt Total Cash Net Leverage

 
9 Macro Shipping Outlook Focused on providing comprehensive logistics solutions with targeted dry bulks Near Term Outlook (4Q24 – 1Q25) Medium Term Outlook (Full-Year 2025) Long-Term Outlook (2026 - 2027) • Dry bulk demand appears to be following seasonal norms, while wetter-than-normal weather in the Baltic region are likely to shorten the artic trade season in Q4 • US Infrastructure spending is beginning to ramp up, creating favorable tailwinds for construction related raw materials • Global dry bulk fleet growth is expected to remain limited amid limited new-building activity • Trade disruptions resulting from geopolitical tensions are expected to increase could create opportunities as trade looks to avoid regions of turmoil • Current risk to medium-term rate improvement is a more pronounced global recession • Clarity in emissions free fuel alternatives creates opportunity for fleet renewal and niche offerings • Supply chain reorganizations provide the opportunity for the Company to grow its logistics offerings with new and existing customers • Emissions regulations will continue to put pressure on markets as fleets age amid limited new and compliant vessels are built 10 Value Creation Strategy Durable business model insulated from macro volatility – focused on deploying capital to drive above-sector growth Integrated shipping- logistics model • Provide solutions to customer supply chain issues • More efficient, lower total cost of delivery for customer • Adds volume and margins to PANL ocean freight offerings High fleet utilization • Utilize chartered in fleet to arbitrage vessel positions and provide more revenue days Organic investment • Expand capabilities to offer cargo movement beyond ocean transportation • Expand owned fleet for growth using our unique business plan • Apply consistent approach to expand and renew fleet Inorganic investment • Purchase vessels in support of existing long- term COAs, to maximize returns • Acquire logistics companies to grow in logistics sector Return of capital • Sustain consistent dividend approach, not a payout formula • Conserve capital for fleet renewal and opportunistic growth • Compensate for volatility of sector by maintaining reasonable liquidity Balance sheet optionality • Promote historical lending relationships, sustainable business plan, and consistent performance to help provide favorable lending terms • Maintain low net leverage and substantial free cash generation to provide flexibility in financing growth projects • Consider joint ventures to help mitigate risks and create synergies 11 Investment Conclusion Small-cap growth play with stable return of capital program Integrated shipping-logistics model delivering consistent, above-market returns Focused on consistently high fleet utilization to drive operating leverage Positioned to benefit from tightening global supply of dry- bulk vessels amid continued demand growth On-shore logistics offering provides significant, incremental revenue opportunities Leading position within Ice-Class trades supports superior earned TCE rates Disciplined capital allocation strategy Long-term cargo-based contracts provide multi-year demand visibility Significant balance sheet optionality to pursue growth, low net leverage Confidential: Pangaea Logistics Solutions Appendix

 
13 Selected Balance Sheet Data (in thousands,may not foot due to rounding) September 30, 2024 December 31, 2023 (unaudited) (audited) Current Assets Cash and cash equivalents 93,120$ 99,038$ Accounts receivable, net 44,157 47,892 Other current assets 58,962 44,897 Total current assets 196,239 191,826 Fixed assets, including finance lease right of use assets, net 543,716 504,659 Goodwill 3,105 3,105 Other Non-current Assets 6,107 5,590 Total assets 749,167$ 705,180$ Current liabilities Accounts payable, accrued expenses and other current liabilities 47,778$ 35,836$ Current portion long-term debt and finance lease liabilities 30,776 52,722 Other current liabilities 17,360 16,776 Total current liabilties 95,914 105,334 Secured long-term debt and finance lease liabilities, net 258,081 211,713 Other long-term liabilities 16,357 17,937 Total Pangaea Logistics Solutions Ltd. equity 332,590 323,886 Non-controlling interests 46,225 46,310 Total stockholders' equity 378,815 370,196 Total liabilities and stockholders' equity 749,167$ 705,180$ 14 Selected Income Statement Data Adjusted EBITDA represents net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, interest income, income taxes, depreciation and amortization, loss on impairment, loss on sale and leaseback of vessels, share-based compensation, other non-operating income and/or expense, and other non-recurring items, if any. (in thousands,may not foot due to rounding) 2024 2023 2024 2023 (unaudited) (unaudited) (audited) (audited) Revenues: Voyage revenue 145,120$ 127,885$ 356,506$ 346,300$ Charter revenue 4,860 3,798 23,738 16,637 Terminal & stevedore revenue 3,135 3,934 9,117 4,454 Total revenue 153,115 135,616 389,361 367,391 Expenses: - - - - Voyage expense 71,540 59,075 169,805 170,349 Charter hire expense 36,511 25,467 96,339 77,183 Vessel operating expenses 13,885 14,253 41,290 41,070 Terminal Expenses 2,417 3,518 7,325 3,892 General and administrative 6,042 5,500 18,350 17,115 Depreciation and amortization 7,719 8,092 22,609 22,546 Loss on sale of vessel - - - 1,172 Total expenses 138,114 115,905 355,718 333,329 Income from operations 15,001 19,711 33,644 34,062 - - - - Total other expense, net (8,944) 479 (10,927) (7,702) Net income 6,057 20,190 22,716 26,360 Income attributable to noncontrolling interests (946) (1,322) (2,248) (1,173) Net income attributable to Pangaea Logistics Solutions Ltd. 5,111$ 18,868$ 20,468$ 25,187$ Adjusted EBITDA (1) 23,917$ 27,881$ 59,795$ 60,042$ Nine months ended September 30,Three months ended September 30, 15 Reconciliation of Non-GAAP Measures 9/30/2024 9/30/2023 9/30/2024 9/30/2023 (unaudited) (unaudited) (unaudited) (unaudited) Net Transportation and Service Revenue Gross Profit 21,084,541$ 25,240,555$ 52,075,557$ 52,433,372$ Add: Vessel Depreciation and amortization 7,677,620 8,063,270 22,526,796 22,462,168 Net transportation and service revenue 28,762,161$ 33,303,825$ 74,602,353$ 74,895,540$ Adjusted EBITDA Net Income 6,057,122$ 20,190,102$ 22,716,256$ 26,359,872$ Interest expense, net 3,808,222 3,573,182 9,931,289 9,857,006 Income (loss) attributable to Non-controlling interest recorded as long-term liability interest expense (274,326) 267,198 420,826 1,027,798 Depreciation and amortization 7,719,083 8,092,495 22,609,231 22,546,350 EBITDA 17,310,101 32,122,977 55,677,602 59,791,026 Non-GAAP Adjustments: Loss on sale of vessels - - - 1,172,196 Share-based compensation 645,835 270,007 2,313,185 1,393,514 Unrealized loss (gain) on derivative instruments, net 5,961,224 (4,531,912) 1,804,388 (2,760,059) Other non-recurring items - 19,476 - 445,178 Adjusted EBITDA 23,917,160$ 27,880,548$ 59,795,175$ 60,041,855$ For the three months ended For the nine months ended 16 Reconciliation of Non-GAAP Measures Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. 5,111,040$ 18,868,291$ 20,467,991$ 25,187,098$ Weighted average number of common shares - basic 45,279,813 44,775,438 45,257,462 44,754,620 Weighted average number of common shares - diluted 46,011,402 45,081,668 45,947,548 45,108,039 Earnings per common share - basic 0.11$ 0.42$ 0.45$ 0.56$ Earnings per common share - diluted 0.11$ 0.42$ 0.45$ 0.56$ Adjusted EPS Net income attributable to Pangaea Logistics Solutions Ltd. 5,111,040$ 18,868,291$ 20,467,991$ 25,187,098$ Non-GAAP Add: Loss on impairment of vessels - - - - Loss on sale of vessels -$ -$ -$ 1,172,196$ Unrealized loss (gain) on derivative instruments, net 5,961,224 (4,531,912) 1,804,388 (2,760,059) Other non-recurring items - 19,476 - 445,178 Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd. 11,072,264 14,355,855 22,272,379 24,044,413 Weighted average number of common shares - basic 45,279,813 44,775,438 45,257,462 44,754,620 Weighted average number of common shares - diluted 46,011,402 45,081,668 45,947,548 45,108,039 Adjusted EPS - basic 0.24$ 0.32$ 0.49$ 0.54$ Adjusted EPS - diluted 0.24$ 0.32$ 0.48$ 0.53$