PANL 10-K & 10-Q changes, risk factors and insider trading
Pangaea Logistics Solutions Ltd. · Nasdaq · Deep Sea Foreign Transportation Of Freight · CIK 1606909 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact drybulk shipping industry.”
New heading “Our organizational documents contain anti-takeover provisions that may discourage, delay or prevent (1) our merger or acquisition and/or (2) the removal of incumbent directors and officers and (3) the ability of public stockholders to benefit from a change in control.”
Removed heading “Global economic conditions may continue to negatively impact the drybulk shipping industry.”
Removed heading “We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative reference rates.”
Removed heading “Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints.”
Removed heading “World events could affect our operations and financial results.”
Removed heading “We face risks attendant to changes in economic and regulatory conditions around the world.”
Removed heading “We may not be able to obtain financing on acceptable terms, which may negatively impact our planned growth.”
Removed heading “Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, financial performance, and our results of operations, including the ability to obtain charters and financing.”
Removed heading “Future issuances of our common shares could dilute our shareholders’ interests in our company.”
Removed heading “Classified Board of Directors.”
Largest changes
“Economic growth is uncertain but any slowdown, including due to supply-chain disruption, the recent surge in inflation and related actions by central banks and geopolitical conditions, with a significant risk of recession in many parts of the world in the near term. In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market. …”see in full comparison
“Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact drybulk shipping industry.”see in full comparison
“•The invasion of Ukraine by Russia and the resulting sanctions imposed by the United States, the European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices and global financial markets. Escalating geopolitical tensions in the Middle East, including the crisis involving Iran, may further disrupt global trade routes, increase energy and fuel costs, and adversely affect global economic conditions.”see in full comparison
“Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints.”see in full comparison
“We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors. Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under any future financial arrangements.”see in full comparison
“•The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices.”see in full comparison
Full comparison: every changed paragraph (110)
•Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact the drybulk shipping industry.
•The invasion of Ukraine by Russia and the resulting sanctions imposed by the United States, the European Union and other countries have contributed to inflation, market disruptions and increased volatility in commodity prices and global financial markets. Escalating geopolitical tensions in the Middle East, including the crisis involving Iran, may further disrupt global trade routes, increase energy and fuel costs, and adversely affect global economic conditions.
•Further increases in interest rates could adversely affect our cash flow and financial condition.
•Any change in drybulk carrier capacity in the future may result in lower charter and freight rates which, in turn, will adversely affect our profitability.
•The continuing conflict in Ukraine and the Middle East and resulting sanctions by the United States, European Union and other countries have adversely impact global economic conditions and contribute to inflation and volatility in commodity prices.
•Our financial results and operations may be adversely affected by the continuing impacts of the outbreak of COVID-19, and other epidemic and pandemic diseases and continuing governmental responses in certain jurisdictions, including China.
•If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be adversely impacted.
•If our remediation efforts are not effective, or if we identify additional material weaknesses in the future, we may experience delays or inaccuracies in financial reporting, increased risk of fraud, loss of investor confidence, higher compliance costs, and adverse impacts on the trading price of our common stock.
•We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations, including on our vessels. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
•The imposition of trade tariffs or retaliatory tariffs on key commodities may significantly impact global shipping demand. For example, tariffs imposed by major economies on dry bulk commodities such as coal, iron ore, and grains may reduce trade volumes, decreasing demand for Capesize, Panamax, and Supramax vessels and leading to lower fleet utilization and reduced revenues.
•availability of credit to finance international trade;
•changes in government or maritime self-regulatory organizations' rules and regulations or actions taken by regulatory authorities;
•international sanctions, embargoes, strikes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing Ukrainian-Russian and Israeli-Hamas conflicts;
•developments in international trade, including those relating to the imposition of tariffs;
•economic slowdowns, business disruptions, including supply chain issues due to natural, health, or other disasters, or otherwise;
•economic slowdowns caused by public health pandemics;
•the number and size of newbuilding orders and deliveries, including slippage in deliveries;
•the number of shipyards and ability of shipyards to deliver vessels;
•technological advances in vessel design and capacity;
•the price of steel and vessel equipment;
•national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;
•the imposition of expansion of sanctions;
•business disruptions, including supply chain disruptions, those related to the imposition of tariffs and congestion, and those related to natural or other disasters, and disruption of shipping routes due to accidents, political events or armed conflicts;
•product imbalances (affecting level of trading activity) and developments in international trade;
Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints, and global economic conditions may negatively impact drybulk shipping industry.
Global economic conditions may continue to negatively impact the drybulk shipping industry.
We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors. Major market disruptions and adverse changes in market conditions and regulatory climate in Venezuela, China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to borrow amounts under credit facilities or any future financial arrangements.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, high energy process and thea surge in inflation and related actions by central banks and geopolitical conditions, could result in a significant risk of recession in many parts of the world in the near term.world. In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market.
We may be adversely affected by developments in the SOFR market, changes in the methods by which SOFR is determined or the use of alternative reference rates.
In 2017, the U.K. Financial Conduct Authority announced that it intended to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of one-week and two-month U.S. Dollar settings, and immediately after June 30, 2023, in the case of the remaining U.S. Dollar settings. The Federal Reserve also has advised banks to cease entering into new contracts that use U.S. Dollar LIBOR as a reference rate. The Alternative Refinance Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified SOFR, an index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR in the U.S.
Although SOFR appears to be the preferred replacement rate for U.S. Dollar LIBOR and has been adopted as the benchmark interest rate for our debt arrangements, it is unclear if other benchmarks may emerge. The consequences of these developments cannot be entirely predicted, and there can be no assurance that they will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on our business, financial position and results of operations, and our ability to pay dividends.
Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty, and supply chain constraints.
The global drybulk fleet has increased significantly over the past 10 years as a result of the large number of newbuilding orders placed throughout this period. Scrapping of older ships has helped curtail some of this new supply growth, but it has not been enough to materially offset the large net growth in the fleet. Supply growth momentum has slowed significantly in recent years as less and less newbuilding orders have been placed.stabilized.
•competition from other shipping companies and other modes of transportation;
•typestypes, sizes and sizesages of vessels;
•the availability and cost of other modes of transportation;
•scrap values;
In addition, as vessels grow older, they generally decline in value. If the market values of our owned vessels decrease, we may not be in compliance with certain covenants in our credit facilities secured by mortgages on our drybulk vessels unless we provide additional collateral or prepay a portion of the loan to a level where we are again in compliance with our loan covenants. We were in compliance with all covenants for the years ended December 31, 20242025 and 2023.2024. If we are not able to comply with the covenants in our loan facilities we may not be able to refinance our debt or obtain additional financing or incur debt on terms that are acceptable to us or at all. If we are not able to comply with the covenants in our loan facilities or are unable to obtain waivers or amendments or otherwise remedy the relevant breach, our lenders could accelerate our debt and foreclose on our vessels.
Global financial markets can be volatile and a contraction in available credit may occur as economic conditions change. In recent years, operating businesses in the global economy have faced weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets which lead to a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it may be negatively affected by such changes and volatility.
As of December 31, 2024,2025, our total outstanding indebtedness amounted to $358.8$375.6 million across our credit facilities andfacilities, financing obligations,obligations with an additional 13.3 million inand finance lease liabilities.
World events could affect our operations and financial results.
Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts, instability and other recent developments in Ukraine, the Middle East and elsewhere, and the presence and continuing military actions of U.S. or other armed forces in these regions may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. Any of these occurrences could have a material adverse impact on our business, financial condition and results of operations.
We face risks attendant to changes in economic and regulatory conditions around the world.
We face risks attendant to changes in economic environments, changes in interest rates, increasing inflation and the resulting monetary policies of central governments, instability in the banking and securities markets and trade regulations around the world, among other factors. Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under any future financial arrangements.
Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade. Accordingly, our financial condition and results of operations, as well as our future prospects, would likely be hindered by an economic downturn in any of these countries or geographic regions. In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product, and any economic slowdown in the Asia Pacific region particularly in China or India may adversely affect demand for seaborne transportation of our products and our results of operations. Moreover, any deterioration in the economy of the United States or the European Union, may further adversely affect economic growth in Asia.
Economic growth is uncertain but any slowdown, including due to supply-chain disruption, the recent surge in inflation and related actions by central banks and geopolitical conditions, with a significant risk of recession in many parts of the world in the near term. In particular, an adverse change in economic conditions affecting China, Japan, India or Southeast Asia generally could have a negative effect on the drybulk market. While global economic activity levels, led by China, generally stabilized towards the last quarter of 2023, the outlook for China and the rest of the world remains uncertain and dependent on inflation and present geopolitical instability, including the continuing trade tensions between the United States and China, which could derail recovery from impacts of COVID-19 and the ongoing conflicts between Ukraine and Russia and Israel and Hamas.
The Chinese economy differs from the economies of western countries in such respects as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, bank regulation, currency and monetary policy, rate of inflation and balance of payments position. Prior to 1978, the Chinese economy was a “planned economy”. Since 1978, increasing emphasis has been placed on the utilization of market forces in the development of the Chinese economy. Annual and five-year State Plans are adopted by the Chinese government in connection with the development of the economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through State Plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Limited price reforms were undertaken with the result that prices for certain commodities are principally determined by market forces. In addition, economic reforms may include reforms to the banking and credit sector and may produce a shift away from the export-driven growth model that has characterized the Chinese economy over the past few decades. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. The Chinese government may not continue to pursue a policy of economic reform. The level of imports to and exports from China could be adversely affected by the failurenature toof continuethe marketeconomic reforms orpursued by the Chinese government, as well as by changes to existing pro-export economic policies. The level of imports to and exports from China may also be adversely affected by changes in political, economic and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes.disputes, A decrease in the levelall of imports to and exports from Chinawhich could adversely affect our business, operating results and financial condition.condition and cash flows.
In addition, in September 2020 President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly, despite that carbon emissions are currently a prominent part of China’s economic and industrial structure as it relies heavily on nonrenewablerenewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand. Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of coal, an overall increase in the use of nonrenewablerenewable energy as part of the energy consumption mix and through other means and any reduction in the demand for coal and related products could have a material adverse effect on our business, cash flows and results of operations.
We may not be able to obtain financing on acceptable terms, which may negatively impact our planned growth.
As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the ability to obtain money from the credit markets has become more difficult as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.
We expect that our vessels will call in ports in areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband or stowaways, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows and financial condition. Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction.
Our operations outside the United States expose us to global risks, such as political instability, terrorist attacks, international hostilitieshostilities. economic sanctions or other trade restrictions, and global public health concerns, which may affect the seaborne transportation industry and adversely affect our business.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in Venezuela, Ukraine, in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and Iran or North Korea. Terrorist attacks as well as the frequent incidents of terrorism in the Middle East, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and may affect our business, operating results and financial condition. As a result of the above, insurers have increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.
Beginning in February of 2022, the United States, the United Kingdom and the European Union, among other countries, announced various economic sanctions against Russia in connection with the conflict in Ukraine. The ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against individuals or entities to Russia. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, and any potential resolution thereof, it is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows.
Furthermore, the United States, in conjunction with the G7, have implemented a Russian petroleum “price cap policy” which prohibits a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that requires each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Further, effective as of February 27, 2025, the United States has also prohibited the provision of petroleum services by U.S. persons to persons located in Russia. An exception exists for the provision of petroleum services in certain specified circumstances, including for the provision of services for products purchased at or below the aforementioned price caps. As of September 2025, the EU, UK and Canada also agreed to lower their price cap on Russian crude oil from $60 to $47.60 per barrel, and which was further reduced to $44.10 effective February 1, 2026, based on an automatic dynamic pricing adjustment setting the cap at 15% below the average market price for Russian crude oil during the relevant reference period. Violations of the petroleum services or the price cap policy, including the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business. While much uncertainty remains, the potential that the EU, in conjunction with the G7, might replace the price cap policy in favor of a full maritime services ban for Russian crude oil exports and/or other petroleum products may also pose further risks that could adversely affect our business.
Governments may also turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us. This could have a material adverse effect on our business, financial condition and operating results.
In particular, there is significant uncertainty about the future relationship between the United States and China and other exporting countries, such as Canada, Mexico, and the European Union, among others, with respect to trade policies, treaties, government regulations, and tariffs, some of which remain subject to legal challenge. For example, in April 2025, the Office of the USTR enacted vessel service fees under Section 301 of the Trade Act of 1974 which were imposed as scheduled beginning on October 14, 2025, but were suspended for one year as of November 10, 2025 as a result of broader trade negotiations between the United States and China, after China’s Ministry of Transport had announced retaliatory port fees applicable to certain vessels calling at Chinese ports that were built or flagged in the United States or owned or operated by certain U.S.-linked persons. China’s retaliatory service fees on United States vessels were also suspended for a period of one year on the same date. On February 20, 2026, President Trump invoked a flat tariff of 10%, which was subsequently increased to 15% the following day, on almost all U.S. imports under Section 122 of the Trade Act of 1974, which allows for temporary import surcharges. The temporary import surcharge took effect on February 24, 2026.
Given the magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact to the Company. However, if these fees continue to be levied, port fees for our vessels or vessels we charter and our operating costs for voyages calling at United States or Chinese ports could materially increase, which could have an adverse effect on our business, financial condition, and results of operations.
In addition, public health threats,threats such asand highly communicable diseasesdisease or viruses,virus outbreaks of which have from time to time occurred in various parts of the world in which we operateoperate, could adversely impact our operations, the timing of completion of scheduled dry-dockings and ballast water treatment system installation projects, as well as the operations of our customers.
Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business, financial performance, and our results of operations, including the ability to obtain charters and financing.
Management's Discussion & Analysis (MD&A)
New heading “Key Operating Metrics”
New heading “Non-GAAP Financial Measures”
New heading “Vessel Asset Impairment”
New heading “Revenue Recognition – Voyages in Process”
Removed heading “Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.”
Removed heading “Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.”
Removed heading “2024 Highlights”
Removed heading “Voyage Expenses”
Removed heading “Charter Hire Expenses”
Removed heading “Terminal & Stevedore Expenses”
Removed heading “General and Administrative Expenses”
Removed heading “Depreciation and Amortization”
Removed heading “Loss on sale of vessels”
Removed heading “Unrealized (Loss) Gain on Derivative Instruments”
Largest changes
“Long-lived Assets Impairment Considerations: The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time because the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the pricing of new vessels, which tend to be cyclical. …”see in full comparison
“The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include the Company’s estimate of future time charter equivalent "TCE" rates based on current rates under existing charters and contracts. When existing contracts expire, the Company uses an estimated TCE based on actual results and extends these rates out to the end of the vessel’s useful life. TCE rates can be highly volatile, may affect the fair value of the Company’s vessels and may have a significant impact on the Company’s ability to recover the carrying amount of its fleet. …”see in full comparison
“The Company reviews its vessels for impairment when events or changes in circumstances indicate that the carrying value of a vessel or vessel group may not be recoverable. Possible indicators of impairment may include events or changes in circumstances affecting the legal environment, the business climate, market value, extent or manner of use, and physical condition of the vessel asset. …”see in full comparison
“Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.”see in full comparison
“Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.”see in full comparison
Full comparison: every changed paragraph (115)
The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handysize, Handymax, Supramax, Ultramax andUltramax, Panamax and Post-Panamax segments. At any time, this fleet may be comprised of a total of 45-6060-75 vessels that are owned or chartered-in on a short-term basis. For the twelve months ended December 31, 2024,2025, the Company operated on average a total fleet of 4864 vessels. At December 31, 2024,2025, 4139 vessels were wholly-owned or partially-owned through joint ventures, following the acquisition of 15 Handysize vessels on December 30, 2024.ventures.
The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”). ASUs not listed were assessed by the Company and either determined to be not applicable or expected to have minimal impact on its consolidated financial statements.
On January 1, 2023, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our consolidated financial statements.
The Company adopted ASU No. 2020-04, ASU No. 2021-01, and ASU No. 2022-06 related to Reference Rate Reform (Topic 848). The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures."
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update expands the disclosure requirements for reportable segments by enhancing disclosures related to significant segment expenses, interim segment profit or loss, and segment assets. It also clarifies how the Chief Operating Decision Maker ("CODM") uses the reported segment profit or loss information to assess segment performance and allocate resources. The Company adopted ASU 2023-07 effective December 15, 2024, and determined that the application of this guidance did not have a material impact on its consolidated financial statements. For additional details on the adoption effects of ASU 2023-07, refer to Note 16.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information related to the income tax rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The update is effective for annual periods beginning after December 15, 2024 on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures within its 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 (“VIE”) that meets the definition of a business is acquired primarily through the exchange of equity interests. The amendments are intended to improve consistency in determining the accounting acquirer in transactions involving VIEs that qualify as businesses.
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 guidance is applied prospectively to applicable transactions occurring after the adoption date.
Because the amendments apply to specific transaction structures involving the acquisition of a VIE that meets the definition of a business, the Company expects the impact of this guidance to depend on the nature and structure of future acquisition transactions. The Company is currently evaluating the potential impact of ASU 2025-03 on its consolidated financial statements and related disclosures.
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.
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 standard is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating the adoption of this standard and does not expect the adoption of ASU 2025-05 to have a material impact on its consolidated financial statements or related disclosures.
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.
The following tables present selected financial and operating data of the Company for the periods indicated. The selected consolidated financial data has been derived from the Company’s audited consolidated financial statements.
Key Operating Metrics
Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
(1)Adjusted EBITDA represents operating earnings before interest expense, interest income, income taxes, depreciation and amortization, loss on sale of vessels, share-based compensation and other non-operating income and/or expense, and other non-recurring items, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA 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 Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.
(2)Time Charter Equivalent (“TCE”) rate is a non-GAAP measure commonly used in the shipping industry and represents voyage revenue less voyage expenses divided by the number of voyage 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 grossGross profit to netAdjusted transportationGross Profit and service revenue andNet income from operations to Adjusted EBITDA is as follows:
(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.
(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.
Amounts in the table above have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.
(3)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.
(4)Gross profit represents total revenue less total cost of transportation and service revenue and less transportation related depreciation and amortization.
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 1,681 for 2025, down approximately 4%, compared to an average of 1,754 for 2024. The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also decreased approximately 9%, to an average of $12,090 in 2025 from $13,314 in the same period of 2024.
In addition to broader market pressures, our operating results for 2025 also reflect the impact of fleet expansion. At December 30, 2024, the Company acquired 15 vessels to its owned fleet, representing a 58% increase in total vessel count. In July 2025, the Company sold one of these vessels. Overall, available owned shipping days increased by 5,398 days in the current year compared to the same period in 2024, which should be considered when comparing period-over-period performance metrics.
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.
The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,754 for 2024, compared to an average of 1,426 for 2023, up approximately 23%. More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels rose approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis due to the volatility of the dry bulk sector. We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including cargo demand for vessels, supply of vessels, competition, and seasonality.
For the year ended December 31, 2024,2025, the Company's TCE rate increaseddecreased by 4%13% to $16,485$14,279 from $15,849$16,485 in 2023,2024, while dry bulk market rates for PanamaxPanamax, Supramax, and SupramaxHandysize vessels rosedecreased by approximately 17%.9%. The Company's TCE rate outperformed the average of the Baltic PanamaxPanamax, Supramax, and SupramaxHandysize market indexes, exceeding average market rates by approximately 24%.18%. This outperformance was driven by the Company's long-term contracts of affreightment (COAs), specialized fleet, and cargo-focused strategy.
2024 Highlights
•Net income attributable to Pangaea Logistics Solutions Ltd. was $28.9 million for twelve months ended December 31, 2024 as compared to $26.3 million for the same period of 2023.
•Diluted net income per share was $0.63 for twelve months ended December 31, 2024, as compared to $0.58 for the same period of 2023.
•Time Charter Equivalent ("TCE") rates earned by Pangaea was $16,485 per day for twelve months ended December 31, 2024 and $15,849 per day for the same period of 2023.
•Adjusted EBITDA was $83.0 million for twelve months ended December 31, 2024, as compared to $79.3 million for the same period of 2023.
•At the end of the year, Pangaea had $86.8 million in cash, and cash equivalents.
Total revenue for the fiscal year ended December 31, 2025 was $632.0 million, compared to $536.5 million for the same period in 2024, representing an increase of $95.5 million, or 18%. The increase was primarily driven by an increase in total shipping days from 17,407 days in 2024 to 23,329 days in 2025, reflecting the expansion of the Company’s fleet and increased vessel availability during the period. The increase in shipping days contributed approximately $182.4 million of additional revenue year over year. This increase was partially offset by lower market charter rates during the period, which reduced revenue by approximately $86.9 million, as evidenced by a 4% decline in the Baltic Dry Index (BDI) and a 9% decline in average rates for Panamax, Supramax and Handysize vessels.
Pangaea’s revenues are derived predominantly from voyage charters and time charters. Total revenue for the fiscal year ended December 31, 2024, was $536.5 million compared to $499.3 million, for the same period in 2023, a 7% increase. The number of shipping days increased 4% to 17,407 in the fiscal year ended December 31, 2024, from 16,711 for the same period in 2023. The revenue increase was primarily due to a 4% increase in the average TCE rate, which was $16,485 per day for the twelve months ended December 31, 2024, compared to $15,849 per day for the same period in 2023.
Voyage Revenues: Voyage revenues increased by 17% to $577.5 million for the fiscal year ended December 31, 2025, compared to $494.1 million for the same period in 2024. The increase was primarily attributable to a 30% increase in voyage days, from 15,669 days in 2024 to 20,322 days in 2025, resulting from the acquisition of the SSI vessels at the end of 2024. This increase was partially offset by lower market rates as discussed above.
Voyage revenues increased by 5% for the fiscal year ended December 31, 2024 to $494.1 million from $468.6 million for the same period in 2023. The increase was primarily driven by higher average TCE rates in 2024 due to stronger market conditions. The number of voyage days increased 5% to 15,669 for the twelve months ended December 31, 2024 from 14,922 for the same period in 2023.
Charter Revenues: Charter revenues increased to $30.3$39.3 million from $23.7$30.3 million, or 28%,29%, for the year ended December 31, 20242025 compared to the same period in 2023.2024. The increase in charter revenues was dueprimarily to an increase in charter hire rates evidenced by the increase in index rates for Panamax and Supramax vessels of approximately 17% compared to the same period of 2023 and partially offsetdriven by a decreasesignificant rise in time charter days.days, which increased 73% to 3,007 days from 1,738 days in the prior-year period. The average time charter daysrate were down 3%declined to 1,738$13,056 inper the twelve months ended December 31, 2024day from 1,789$17,450 inper theday twelvedue monthsto endedtiming Decemberof 31,entering 2023.into Thecertain time charter revenuearrangements perin dayearly was2025 $17,450at forlower market rates, however the twelvehigher monthsnumber endedof Decembercharter 31,days 2024more comparedthan to $13,258 foroffset the samerate perioddecrease, ofresulting 2023.in overall revenue growth. The optionality of our chartering strategy, in which the Company charters vessels in on short term periods with market available days during the charter period,strategy allows the Company to selectively release excess ship days, if any, into the market under time charter arrangements.
Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 74% to $12.1 million from $7.0 million26% for the twelve months ended December 31, 20242025 compared to the same period in 2023. This revenue increase is mainly2024 due to the acquisitionaddition of 2 new port operations in June 2023, which contributed to a full year of operations in the current year.
Voyage Expenses
Voyage expenses for the fiscal year ended December 31, 2024, were $237.5 million, a 4% increase from $227.4 million for the year ended December 31, 2023. This increase was primarily driven by a 5% rise in voyage days.
Charter Hire Expenses
The Company charters in vessels, typically on a short-term basis, from other shipowners to supplement its owned fleet. Charter hire expenses paid to third-party shipowners were $130.8 million for the year ended December 31, 2024, compared to $111.0 million for the year ended December 31, 2023, an 18% increase. The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels and a rise in the number of chartered-in days from 7,933 in 2023 to 8,523 in 2024.
Per-day charter hire expenses were $15,342 for the twelve months ended December 31, 2024, compared to $13,996 for the same period in 2023. The average published market rates for Supramax and Panamax vessels increased approximately 17% from an average of $11,391 in 2023 to $13,314 in 2024. 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 and Business Expenses
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses for the fiscal year ended December 31, 2025, were $283.7 million, a 19% increase from $237.5 million for the year ended December 31, 2024. This increase was primarily driven by a 30% rise in voyage days to 20,322 days from 15,669 days in the prior year, reflecting the Company’s expanded fleet. Correspondingly, total bunker, port, and canal costs increased in line with the higher level of operating activity.
Charter Hire Expenses: Charter hire expenses for the fiscal year ended December 31, 2025 were $129.7 million compared to $130.8 million for the same period in 2024, representing a slight decrease year over year. Chartered-in days increased to 9,046 days for the fiscal year ended December 31, 2025, compared to 8,523 days in the prior year. This increase in chartered-in activity was largely offset by lower market charter rates for chartered-in vessels during the period.
The average published market rates for Supramax, Panamax and Handysize vessels declined approximately 9%, from an average of $13,314 in 2024 to $12,090 in 2025. Consistent with the Company's charter-in strategy, the Company supplements its owned fleet with short-term chartered-in tonnage at prevailing market rates when necessary to meet cargo demand.
Per-day charter hire expenses were $14,342 for the fiscal year ended December 31, 2025, compared to $15,342 for the same period in 2024.
Vessel Operating Expenses: Vessel operating expenses for the year ended December 31, 2024,2025, totaled $94.9 million compared to $55.5 million, slightly lower than the $55.8 million recorded for the same period in 2023.2024. Ownership days forincreased to 14,757 days in 2025 compared to 9,107 days in 2024, reflecting the twelveexpansion monthsof endedthe DecemberCompany’s 31,owned 2024,fleet and 2023 were 8,741 and 8,230, respectively. Excluding technical management fees,following vessel acquisitions during the period. Vessel operating expenses per ownership day wereincreased $5,820to $6,434 in 2024, down2025 from $6,256$6,099 in 2023.2024. Technical management fees amountedtotaled $7.4 million in 2025 compared to $4.7 million in 2024, comparedreflecting, in part, the transition of technical management for eight vessels from Bernhard Schulte Shipmanagement (“BSM”) to $4.3Seamar, millionthe inCompany’s 2023.wholly owned subsidiary.
Terminal & Stevedore Expenses
Terminal & Stevedore Expenses: Terminal and stevedore expenses increased to $9.3$12.2 million for the twelve months ended December 31, 2024,2025, up from $5.8$9.3 million for the same period in 2023.2024. This increase was primarily driven by the acquisitionaddition of 2 new port operations in Junethe 2023,current resulting in a full year of operational contributions in 2024.year.
General and Administrative Expenses: For the fiscal year ended December 31, 2025, general and administrative expenses were $31.1 million, compared to $24.6 million for the same period in 2024. The increase was primarily attributable to (i) higher compensation-related costs, including a $1.3 million increase in stock-based compensation expense primarily due to a higher stock price and the acceleration of vesting schedules as the Company transitioned from five-year to four-year and subsequently three-year vesting periods over the past three years; and (ii) an approximately $5.1 million increase in payroll-related expenses, driven mainly by overall payroll increases and the acquisition of Strategic on December 30, 2024, which increased headcount and added a new office location in Connecticut.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, readers 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, which could materially affect the Company's business, financial condition, or future results.
Largest changes
In addition to the other information set forth in this report,see in full comparisonthe readerreaders should carefully consider the factors discussed in“"Item 1A. Risk Factors”" in theCompany’sCompany's Annual Report on Form 10-K for the year ended December 31,2025 and the Risk Factor described below,2025, which could materially affect theCompany’sCompany's business, financialconditioncondition, or future results.
Full comparison: every changed paragraph (1)
In addition to the other information set forth in this report, the readerreaders should carefully consider the factors discussed in “"Item 1A. Risk Factors”" in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2025 and the Risk Factor described below,2025, which could materially affect the Company’sCompany's business, financial conditioncondition, or future results.
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Operating and Business Expenses”
Largest changes
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
During thesee in full comparisonthreesix months endedMarchJune31,30, 2026, the Companyidentifiedclassified one vesselthat met the criteria to be classifiedas 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 ofanaimpairmentlosscharge.on sale. The vessel was subsequently sold in May 2026 for approximately $9.6 million.
Unrealizedsee in full comparisonGainLoss on Derivative Instrument: The Company usesderivative instruments, includingforward freight agreements, bunker swaps and interest ratederivatives,derivatives to manage its exposure to fluctuations in freight rates, bunker prices and interest rates. These instruments aremarkedmeasuredtoatmarketfair value at each balance sheet date,which can resultresulting in period-to-period fluctuations in earnings.ForUnrealized losses increased by $5.5 million, primarily due to a $5.8 million decrease in thethreefairmonthsvalueendedofMarchbunker31,hedges2026,as fuel prices declined toward theCompanyendrecognizedof the second quarter following anunrealizedearliergainincreaseonrelatedbunkertoswapsgeopoliticaloftensionsapproximatelyinvolving$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.Iran.
“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%. …”see in full comparison
“General and Administrative Expenses: For the six months ended June 30, 2026, general and administrative expenses were $19.0 million, compared to $14.4 million for the same period in 2025. The $4.5 million increase in general and administrative expenses was primarily attributable to a $2.4 million increase in accrued incentive compensation costs. The increase also reflected higher corporate overhead of $1 million due to additional audit fees associated with the timing of billings and consents related to the transition between auditors, and corporate matters and Board projects. …”see in full comparison
Full comparison: every changed paragraph (46)
(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 shippingshipping, terminal and stevedoring operations by excluding non-cash depreciation and amortization expenses associated with thevessels Company’sand vessels.terminal and stevedoring assets. 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.
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 1,9552,751 for the firstsecond quarter of 2026, up approximately 75%,87%, compared to an average of 1,1181,467 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%,59%, to an average of $12,696$16,502 in the firstsecond quarter of 2026 from $8,548$10,347 in the same period of 2025.
For the three months ended MarchJune 31,30, 2026, the Company's TCE rates were up 34%50% to $15,252$18,153 from $11,390$12,108 for the three months ended MarchJune 31,30, 2025. The Company's achieved TCE rates increased from the previous quarter as overall dry bulk market rates strengthened for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The Company's achieved TCE rate for the three months ended MarchJune 31,30, 2026 outperformed the average of the Baltic panamax, supramax, and handysize market indexes by approximately 20%10% due to its long-term contracts of affreightment,affreightment ("COAs"), its specialized fleet and its cargo-focused strategy.
FirstSecond Quarter Highlights
•Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $13.3$10.2 million for three months ended MarchJune 31,30, 2026 as compared to a net loss of approximately $2.0$2.7 million for the same period of 2025.
•Diluted net income per share was $0.21$0.16 for three months ended MarchJune 31,30, 2026, as compared to diluted net loss per share of $0.03$0.04 for the same period in 2025.
•Pangaea's TCE rates were $15,252$18,153 for the three months ended MarchJune 31,30, 2026 and $11,390$12,108 for the three months ended MarchJune 31,30, 2025.
•Adjusted EBITDA was $25.2$35.0 million and $14.8$15.6 million for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Pangaea’s revenues are derived predominately from voyage, time charters, and terminal and stevedore revenue. Total revenue for the three months ended MarchJune 31,30, 2026, was $170.6$187.1 million, compared to $122.8$156.7 million for the same period in 2025, a 39%19% increase. The increase in revenues was primarily driven by improved market freight rates and higher activity levels.rates. TCE rates increased fromto $11,390$18,153 per day in the firstsecond quarter of 20252026 tofrom $15,252$12,108 per day in the firstsecond quarter of 2026,2025, while total shipping days increaseddecreased from 5,2106,222 days to 5,9475,735 days. Revenues also benefited from higher terminal and stevedore revenues.
Voyage Revenues: Voyage revenues increased by 39%$25.4 million, or 17% for the three months ended MarchJune 31,30, 2026 to $152.0$171.7 million compared to $109.7$146.3 million for the same period in 2025. The increase in voyage revenues was primarily due to ahigher 22%market increasefreight rates. The average Baltic Dry Index (“BDI”) for the second quarter of 2026 was 88% higher than in the comparable prior-year period, reflecting increased demand for dry bulk shipping and constrained vessel supply. The impact of higher freight rates was partially offset by an 11% decrease in voyage daysdays, from 4,1965,575 in the three months ended MarchJune 31,30, 2025 to 5,1204,951 for the three months ended MarchJune 31,30, 2026. The increase is also attributable to the increase in the market freight rates as discussed above.
Charter Revenues: Charter revenues increased by 25%,67%, to $12.4$11.5 million for the three months ended MarchJune 31,30, 2026, compared to $10.0$6.9 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%59% from $8,548$10,347 per day to $12,696$16,502 per day year-over-year. ThisThe increase was offsetalso bydue anto 18%a decrease21% increase in time charter days, which decreasedincreased from 1,014647 to 827784 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%11% to $6.1$4.0 million for the three months ended MarchJune 31,30, 2026, compared to $3.1$3.6 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.
In recent years, global cost inflation has contributed to higher vessel operationoperating 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.
Voyage Expenses: Voyage expenses were $73.7$79.1 million for the three months ended MarchJune 31,30, 2026, compared towith $60.3$77.8 million for the same period in 2025, representing an increase of approximately$1.3 22%.million, or 2%. The increase was primarily attributable to higher bunker consumption costs of approximately $3.0 million, driven primarily by ahigher 22%fuel increaseprices, as well as increased canal and U.S. Gulf Coast port fees. These increases were partially offset by an 11% decrease in voyage days, with corresponding increases in bunkers consumeddays and portlower freight relet costs incurredresulting infrom thefewer period.cargo relet arrangements.
Charter Hire Expenses: Charter hire expenses for the three months ended MarchJune 31,30, 2026 were $39.2$39.1 million, compared to $17.6$31.4 million for the same period in 2025, a 122%24% increase. The increase was primarily due to an increase in chartered-in days as well asincreased 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$16,816 in the firstsecond quarter of 2026, compared to $10,108$11,813 in 2025. This increase was partially offset by a 13% decrease in chartered-in days, from 2,660 days in the second quarter of 2025 to 2,325 days in the same period of 2026. 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.
TerminalVessel & StevedoreOperating Expenses: TerminalVessel & Stevedoreoperating expenses increasedwere by 95% to $4.4$23.3 million for the three months ended MarchJune 31,30, 2026, compared to $2.6$23.4 million for the same period in 2025, remaining relatively unchanged. Ownership days decreased by 8% to 3,505 days, compared to 3,822 days in line2025, withprimarily due to the increase in terminal revenues and the additionsale of newtwo port operationsvessels over the period. Total vessel operating expenses per ownership day increased approximately 9% to $6,637 from $6,116.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 10% to $3.0 million for the three months ended June 30, 2026, compared to $2.7 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%25% to $10.0$9.0 million for the three months ended MarchJune 31,30, 2026 compared to $7.3$7.2 million for the same period in 2025. The increase was primarily dueattributable to a $1.2 million increase in accrued performance-based compensation and other compensation related costs, in addition to higher employeeaudit 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 costsfees associated with increased headcount across the organizationtiming of audit procedures and otheradditional incrementalconsent-related costs.
Unrealized GainLoss on Derivative Instrument: The Company uses derivative instruments, including forward freight agreements, bunker swaps and interest rate derivatives,derivatives to manage its exposure to fluctuations in freight rates, bunker prices and interest rates. These instruments are markedmeasured toat marketfair value at each balance sheet date, which can resultresulting in period-to-period fluctuations in earnings. ForUnrealized losses increased by $5.5 million, primarily due to a $5.8 million decrease in the threefair monthsvalue endedof Marchbunker 31,hedges 2026,as fuel prices declined toward the Companyend recognizedof the second quarter following an unrealizedearlier gainincrease onrelated bunkerto swapsgeopolitical oftensions approximatelyinvolving $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.Iran.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenues
The Company derives its revenues primarily from voyage and time charters. Total revenue increased by $78.2 million, or 28%, to $357.7 million for the six months ended June 30, 2026, compared with $279.5 million for the same period in 2025. The increase was primarily attributable to a 42% increase in the average time charter equivalent (“TCE”) rate, from $11,781 per day in 2025 to $16,676 per day in 2026, and a 2% increase in total shipping days, from 11,432 days to 11,682 days.
Components of revenue are as follows:
Voyage Revenues: Voyage revenues increased by $67.8 million, or 26%, to $323.7 million for the six months ended June 30, 2026 from $255.9 million compared with the same period in 2025, primarily due to higher dry bulk market freight rates and a 3% increase in voyage days to 10,071 days in 2026 from 9,771 days in 2025. The BDI average increased by 82%, reflecting stronger Brazilian iron ore exports, resilient Chinese commodity imports, increased tonne-mile demand and tighter effective vessel supply, as well as comparatively weaker market conditions during the first half of 2025.
Charter Revenues: Charter revenue increased by $7.1 million or 42% to $23.9 million for the six months ended June 30, 2026, from $16.8 million for the same period in 2025. The increase was primarily attributable to a 55% increase in average market rates for Panamax, Supramax and Handysize vessels compared to the prior-year period, partially offset by a 3% decrease in time charter days to 1,611 days from 1,661 days.
Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 50% for the six months ended June 30, 2026 to $10.1 million compared to $6.7 million for the same period in 2025 due to the addition of new port operations in the current year.
Operating and Business Expenses
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses were $152.8 million for the six months ended June 30, 2026, compared to $138.1 million for the same period in 2025, reflecting an increase of 11%. The increase was primarily attributable to higher bunker costs resulting from increased fuel prices and higher port costs associated with increased terminal fees, Panama Canal transits and port activity. Voyage days increased by 3% to 10,071 days from 9,771 days.
Charter Hire Expenses: Charter hire expenses for the six months ended June 30, 2026 were $78.3 million, compared to $49.1 million for the same period in 2025, a 60% increase. The increase was primarily attributable to higher market charter rates and increased chartered-in activity. Average published market rates for Supramax, Panamax and Handysize vessels increased by approximately 55%, while chartered-in days increased by 14% to 5,037 days from 4,405 days.
Vessel Operating Expenses: Vessel operating expenses for the six months ended June 30, 2026 were $43.8 million, compared to $45.6 million for the same period in 2025, a decrease of approximately 4%. This decrease was due to the reduction of the owned fleet during the period by two vessels. Total vessel operating expenses on a per day basis were $6,247 for the six months ended June 30, 2026 and $6,064 for the same period in 2025.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 40% to $7.3 million for the six months ended June 30, 2026, compared to $5.2 million for the same period in 2025. This increase was in line with the higher terminal and stevedore revenue during the period due to new port operations in the current year.
General and Administrative Expenses: For the six months ended June 30, 2026, general and administrative expenses were $19.0 million, compared to $14.4 million for the same period in 2025. The $4.5 million increase in general and administrative expenses was primarily attributable to a $2.4 million increase in accrued incentive compensation costs. The increase also reflected higher corporate overhead of $1 million due to additional audit fees associated with the timing of billings and consents related to the transition between auditors, and corporate matters and Board projects. The remaining increase was primarily attributable to higher compensation costs due to increased headcount and wages.
During the threesix months ended MarchJune 31,30, 2026, the Company identifiedclassified 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 ana impairmentloss charge.on sale. The vessel was subsequently sold in May 2026 for approximately $9.6 million.
For the remaining vessels, the Company concluded that no indicators of impairment were present during the threesix months ended MarchJune 31,30, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the threesix months ended MarchJune 31,30, 2025.
As of MarchJune 31,30, 2026, and December 31, 2025, the Company’s working capital was $97.2$73.8 million and $87.7 million, respectively.
The table below summarizes our primary sources and uses of cash for the threesix months ended MarchJune 31,30, 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.
During the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was approximately $4.5$25.9 million, compared to net cash used in operating activities of $4.4$10.0 million for the same period in 2025, representing an increase of $9.1$15.8 million. The improvementincrease was primarily drivenattributable byto higher net income and favorable changes in accounts payablereceivable and accounts payable, accrued expenses,expenses and other current liabilities. These factors were partially offset by increased workingcash capitalused outflows, includingfor inventories and advance hire, prepaid expenses and other current assets.
Net cash provided by investing activities for the six months ended June 30, 2026 was approximately $7.1 million, compared with net cash used in investing activities of approximately $2.4 million for the same period in 2025. Cash provided during the 2026 period primarily consisted of $9.7 million of proceeds from the sale of vessels and equipment, $1.1 million of dividends received from equity method investments, and $0.8 million of distributions from non-consolidated subsidiaries. These cash inflows were partially offset by $3.7 million of purchases of fixed assets and equipment and $0.7 million of purchases of vessels and vessel improvements.
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.
Net cash used in financing activities was approximately $16.5$30.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $18.0$35.2 million used in the same period in 2025, representing a decrease in cash used of $1.5$4.8 million. The decrease in cash used was primarily drivenattributable byto lower cash dividends paid, the absence of dividends paid to non-controlling interests and ordinary share repurchases, and proceeds from long-term debt received during the 2026 period. These factors were partially offset by higher payments onof financing obligations and finance leases.
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 MarchJune 31,30, 2026, the Company owned threetwo 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$8.9 million and $6.4$11.9 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. TheFor the remainder of 2026, the Company expects to perform onenine intermediate survey during the second quarter of 2026 at an aggregate estimated cost of approximately $1.5 million. In 2026, the Company anticipates performing fourand special surveys at an aggregate estimated cost of approximately $5.3$14 million.
The Company does not have off-balance sheet arrangements at MarchJune 31,30, 2026 or December 31, 2025.
PANL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 100,000 shares, about $837.0K). Net open-market shares: -100,000 (purchases minus sales); net value about -$837.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-26 | Rosenfeld Eric |
Open-market sale | 100,000 | $8.37 | $837.0K |
| 2026-02-25 | Laura Anthony |
Gift | 14,140 | $8.48 | $119.9K |
| 2026-02-25 | Laura Anthony |
Grant/award | 7,070 | — | — |
| 2026-02-25 | Laura Anthony |
Grant/award | 7,070 | — | — |
| 2025-02-28 | Laura Anthony |
Gift | 23,088 | $5.20 | $120.1K |
| 2025-02-28 | Laura Anthony |
Grant/award | 11,544 | — | — |
| 2025-02-28 | Laura Anthony |
Grant/award | 11,544 | — | — |
Well-known investors holding PANL (13F)
None of the 59 investors we track reported a position in their latest 13F.