SEC Form 10-Q filed by Pangaea Logistics Solutions Ltd.
$PANL
Marine Transportation
Consumer Discretionary
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-36798
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
c/o Phoenix Bulk Carriers (US) LLC
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401 ) 846-7790
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated Filer | ☐ | ☒ | ||||||||||||
| Non-accelerated Filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.0001 per share, 64,973,688 shares outstanding as of November 4, 2025.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Signatures | ||||||||
2
Pangaea Logistics Solutions Ltd.
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable (net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Advance hire, prepaid expenses and other current assets | |||||||||||
| Vessel held for sale | |||||||||||
| Total current assets | |||||||||||
| Restricted cash | |||||||||||
| Fixed assets, net | |||||||||||
| Right of use assets, net | |||||||||||
| Goodwill | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | |||||||||
| Affiliated companies payable | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of secured long-term debt | |||||||||||
| Current portion of financing obligations | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Dividend payable | |||||||||||
| Total current liabilities | |||||||||||
| Non current liabilities | |||||||||||
| Secured long-term debt, net | |||||||||||
| Financing obligations, net | |||||||||||
| Finance lease liabilities, net | |||||||||||
| Total non current liabilities | 335,660,250 | 352,684,635 | |||||||||
| Commitments and contingencies - Note 9 | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total Pangaea Logistics Solutions Ltd. equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Pangaea Logistics Solutions Ltd.
Condensed Consolidated Statements of Operations For the
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Voyage revenue | $ | $ | $ | $ | |||||||||||||||||||
| Charter revenue | |||||||||||||||||||||||
| Port terminal & stevedore revenue | |||||||||||||||||||||||
| Total revenues, net | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Voyage expense | |||||||||||||||||||||||
| Charter hire expense | |||||||||||||||||||||||
| Vessel operating expense | |||||||||||||||||||||||
| Terminal & stevedore expenses | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Gain on sale of vessel and equipment | ( | ( | |||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
Income attributable to non-controlling interest recorded as long-term liability interest expense | ( | ||||||||||||||||||||||
| Unrealized gain (loss) on derivative instruments, net | ( | ( | ( | ||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Pangaea Logistics Solutions Ltd. | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Pangaea Logistics Solutions Ltd.
Condensed Consolidated Statements of Stockholders' Equity for three and nine ended September 30, 2025 and 2024
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | (200,518) | (19) | (984,216) | (984,235) | (984,235) | |||||||||||||||||||||||||||||||||||||||
| Distribution to Non-Controlling Interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | (2,700,000) | (2,700,000) | (2,700,000) | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Share repurchases | (403,400) | (40) | (1,991,297) | — | (1,991,337) | — | (1,991,337) | |||||||||||||||||||||||||||||||||||||
| Distribution to Non-Controlling Interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | (2,700,000) | — | (2,700,000) | — | (2,700,000) | |||||||||||||||||||||||||||||||||||||||
| Consolidation of subsidiary | 25,984 | 25,984 | 251,921 | 277,905 | ||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Distribution to Non-Controlling Interests | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Common Stock Dividend | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Pangaea Logistics Solutions, Ltd.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Amortization of prepaid rent | |||||||||||
| Unrealized loss on derivative instruments | |||||||||||
| Income from equity method investee | ( | ( | |||||||||
| Earnings attributable to non-controlling interest recorded as other long-term liability | |||||||||||
| Provision for doubtful accounts | |||||||||||
| Gain on sale of vessel and equipment | ( | ||||||||||
| Drydocking costs | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Advance hire, prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable, accrued expenses and other current liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchase of vessels, vessel improvements and equipment | ( | ( | |||||||||
| Proceeds from sale of vessels and equipment | |||||||||||
| Acquisition of non-controlling interest | ( | ||||||||||
| Dividends received from equity method investments | |||||||||||
| Contributions to non-consolidated subsidiaries and other investments | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Payments of financing fees and debt issuance costs | ( | ( | |||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Proceeds from financing obligation | |||||||||||
| Payments of financing obligations | ( | ( | |||||||||
| Payments of finance leases | ( | ( | |||||||||
| Dividends paid to non-controlling interests | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Payments to repurchase ordinary shares | ( | ||||||||||
| Payments to non-controlling interest | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ||||||||||
| Total cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental cash flow information | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
Note 1 - General Information and Recent Events
Organization and General
The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.
As of September 30, 2025, the Company's owned fleet consisted of three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax, four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. In addition, the Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.
The Company also holds a 50 % equity interest in the owner of a deck barge and operates port and terminal facilities in Florida, Maryland, and Texas. On July 31, 2025, the Company purchased the remaining 49% equity interest in Seamar Management S.A. for $2.7 million in cash, increasing the Company’s ownership to 100%. Because the Company controlled Seamar before and after the transaction, the purchase of the non-controlling interest was accounted for as an equity transaction in accordance with ASC 810; no gain or loss was recognized in earnings and no step-up of Seamar’s assets or liabilities was recorded. The difference between the cash consideration and the carrying amount of the non-controlling interest at the acquisition date was recognized in additional paid-in capital.
7
Note 2 - Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete condense financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.
Concentration of credit risk
The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 34 % of accounts receivable as of September 30, 2025.
Advance hire, prepaid expenses and other current assets
Advance hire, prepaid expenses and other current assets were comprised of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Advance hire | $ | $ | ||||||||||||
| Prepaid expenses | ||||||||||||||
| Accrued receivables | ||||||||||||||
| Cash margin on deposit | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other current assets | ||||||||||||||
| $ | $ | |||||||||||||
8
Goodwill
We conducted our annual qualitative assessment of goodwill as of June 1, 2025, which indicated that it was more likely than not that the fair value of the Company’s goodwill exceeded its carrying amount, thus no impairment was indicated. As of September 30, 2025, no events or changes in circumstances occurred that would necessitate a further impairment review.
Other non-current assets
Other non-current assets were comprised of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||
Intangible Assets, net of accumulated amortization of $ | $ | $ | ||||||||||||
Investment in Seamar Management (2) | ||||||||||||||
| Investment in Bay Stevedoring LLC | ||||||||||||||
| Investment in Narragansett Bulk Carriers (US) Corp | ||||||||||||||
| Other investments | ||||||||||||||
| $ | $ | |||||||||||||
(1) Intangible assets consist primarily of customer contracts and a non-compete agreement acquired in prior periods, which are being amortized over estimated useful lives ranging from
(2) The Company consolidated Seamar Management in the second quarter of 2025, as a result of the consolidation, the investment balance was eliminated.
The Company recognized earnings from equity method investments during the three and nine months ended September 30, 2025; the Company received $3.1 million from these investees during the period.
Accounts payable, accrued expenses and other current liabilities
Accounts payable, accrued expenses and other current liabilities were comprised of the following:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Bunkers suppliers | ||||||||||||||
| Charter hire payable | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| $ | $ | |||||||||||||
9
The amounts previously reported for the twelve months ended as of December 31, 2024, have been retrospectively recast to reflect the reclassifications of related party payables, operating lease liabilities, and accounts payable.
Leases
Time charter in contracts
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending September 30, 2025, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.
Time charter out contracts
Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
At September 30, 2025, the Company had seven vessels chartered to customers under time charters that contained a lease. These seven leases varied in original length from 34 days to 195 days. The total lease payments due under these arrangements were approximately $6,522,000 , all of which is expected to be received within the next 183 days days. The Company expects to recognize this revenue as follows:
| Period | Expected Revenue | |||||||
| Remaining 2025 | $ | 4,750,115 | ||||||
| 2026 | 1,772,250 | |||||||
| Total | $ | 6,522,365 | ||||||
All time charters are scheduled to be completed within 183 days, and no lease payments extend beyond March 2026.
At September 30, 2024, the Company had four vessels chartered to customers under time charters that included a lease. These four leases varied in original length from 35 days to 123 days. The lease payments due under these arrangements were approximately $1,302,000 , all of which was received within the 35 days following September 30, 2024.
The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.
The Company does not have any sales-type or direct financing leases.
The Company has five non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
10
Revenue Recognition
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.
During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.
In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.
The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has elected not to disclose the amount of remaining performance obligations for these contracts. As of September 30, 2025, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.
Deferred Revenue
All deferred revenue recorded on the consolidated balance sheets as of December 31, 2024, was recognized during the nine months ended September 30, 2025.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require enhanced disclosures related to the rate reconciliation and income taxes paid, among other items. The standard became effective for the Company on January 1, 2025. The Company adopted the standard in the first quarter of 2025 and determined that it did not have a material impact on its consolidated financial statement disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.
11
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.
In May 2025, the FASB also issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Share-Based Payment Arrangements with Customers. This update clarifies the accounting for share-based payments made to customers, including guidance on performance conditions and forfeitures. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of ASU 2025-04 on its consolidated financial statements.
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 evaluating whether it will elect the practical expedient and the potential impact of ASU 2025-05 on its consolidated financial statements and disclosures.
12
Note 3 - Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Money market accounts – cash equivalents | $ | $ | |||||||||
| Time deposit accounts - cash equivalents | |||||||||||
Cash (1) | |||||||||||
Restricted cash (2) | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(1) It consists of cash deposits at various major banks.
(2) Restricted cash consists of amounts required to be maintained under the Company’s insurance arrangements and is not available for
general corporate purposes.
As of September 30, 2025 and December 31, 2024, the Company held cash and cash equivalents in the following subsidiaries:
| September 30, 2025 | December 31, 2024 | ||||||||||
Pangaea (1) | $ | $ | |||||||||
NBHC (2) | |||||||||||
Deck Barge (3) | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
(1) Held by 100 % owned Pangaea consolidated subsidiaries
(2) Held by a 67 % owned Pangaea consolidated subsidiary
13
Note 4 - Fixed Assets
As of September 30, 2025, the Company’s fleet consisted of forty dry bulk vessels, twenty-two of which were financed under finance lease obligations, and one barge. The carrying values of the Company’s vessels, including unamortized drydocking costs, are summarized below. The amounts presented do not include any vessels classified as held for sale as of September 30, 2025.
14
| September 30, 2025 | December 31, 2024 | ||||||||||
m/v Nordic Odyssey (1) | $ | $ | |||||||||
m/v Nordic Orion (1) | |||||||||||
m/v Nordic Oshima (1) | |||||||||||
m/v Nordic Olympic (1) | |||||||||||
m/v Nordic Odin (1) | |||||||||||
m/v Nordic Oasis (1) | |||||||||||
| m/v Nordic Nuluujaak | |||||||||||
| m/v Nordic Qinngua | |||||||||||
| m/v Nordic Sanngijuq | |||||||||||
| m/v Nordic Siku | |||||||||||
| m/v Bulk Endurance | |||||||||||
| m/v Bulk Prudence | |||||||||||
| m/v Bulk Courageous | |||||||||||
| m/v Bulk Concord | |||||||||||
m/v Bulk Freedom (4) | |||||||||||
| m/v Bulk Pride | |||||||||||
| m/v Bulk Spirit | |||||||||||
| m/v Bulk Sachuest | |||||||||||
| m/v Bulk Independence | |||||||||||
| m/v Bulk Friendship | |||||||||||
| m/v Bulk Valor | |||||||||||
| m/v Bulk Promise | |||||||||||
| m/v Bulk Brenton | |||||||||||
| m/v Bulk Patience | |||||||||||
| m/v Strategic Fortitude | |||||||||||
| m/v Strategic Resolve | |||||||||||
| m/v Strategic Explorer | |||||||||||
| m/v Strategic Entity | |||||||||||
| m/v Strategic Synergy | |||||||||||
| m/v Strategic Alliance | |||||||||||
| m/v Strategic Unity | |||||||||||
| m/v Strategic Harmony | |||||||||||
| m/v Strategic Equity | |||||||||||
| m/v Strategic Venture | |||||||||||
| m/v Strategic Savannah | |||||||||||
| m/v Strategic Spirit | |||||||||||
| m/v Strategic Vision | |||||||||||
| m/v Strategic Tenacity | |||||||||||
m/v Strategic Endeavor (3) | |||||||||||
Miss Nora G Pearl (2) | |||||||||||
| Other fixed assets, net | |||||||||||
| Total fixed assets, net | $ | $ | |||||||||
| Right of Use Assets | |||||||||||
| m/v Bulk Xaymaca | $ | $ | |||||||||
| m/v Bulk Destiny | |||||||||||
| $ | $ | ||||||||||
15
(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-third ownership interest at September 30, 2025 and December 31, 2024, respectively.
(2) Barge is owned by a 50
(3) The Strategic Endeavor was sold in July 2025.
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.
The Company concluded that no triggering event had occurred during the nine months ended September 30, 2025 and 2024 that would require impairment testing.
16
Note 5 - Debt
As of September 30, 2025 and December 31, 2024, the Company’s outstanding long-term debt consists of the following:
| September 30, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility (2) (3) | % | December 30, 2027 | ||||||||||||||||||||||||
Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp. Secured Term Loan Facility (2) (3) | % | June 1, 2027 | ||||||||||||||||||||||||
$ | % | May 2029 | ||||||||||||||||||||||||
Bulk Valor Corp. Loan and Security Agreement (2) | % | June 2028 | ||||||||||||||||||||||||
Bulk Promise Corp. (2) | % | October 2027 | ||||||||||||||||||||||||
Bulk Sachuest (2) | % | October 2029 | ||||||||||||||||||||||||
| Bulk Prudence | % | July 2029 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Secured long-term debt, net | $ | $ | ||||||||||||||||||||||||
(1)As of September 30, 2025.
(2)Interest rates on the loan facilities are fixed.
(3)The borrower under this facility is NBHC. The Company has two-third's ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
(4)This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.
The future minimum payments under the debt agreements are as follows:
| Years ending December 31, | ||||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Less: Amount representing interest | ( | |||||||
| Less: Unamortized Debt Issuance Costs | ( | |||||||
| Less: current portion | ( | |||||||
| Secured long-term debt, net | $ | |||||||
17
Financial Covenants
All the loan terms and key financial covenants for all outstanding debt as of December 31, 2024, remain unchanged as of September 30, 2025. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of September 30, 2025 and December 31, 2024.
Financing Obligations Recognized in Failed Sale Leaseback Transactions
The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.
As of September 30, 2025 and December 31, 2024, the Company’s financing obligation consists of the following:
| September 30, 2025 | December 31, 2024 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| Bulk Spirit Ltd. | % | February 2027 | ||||||||||||||||||||||||
| Bulk Friendship Corp. - Bareboat Charter Party dated September 30, 2024 | % | August 2029 | ||||||||||||||||||||||||
Bulk Nordic Seven LLC (3) | % | May 2036 | ||||||||||||||||||||||||
Bulk Nordic Eight LLC (3) | % | June 2036 | ||||||||||||||||||||||||
Bulk Nordic Nine LLC (3) | % | September 2036 | ||||||||||||||||||||||||
Bulk Nordic Ten LLC (3) | % | November 2036 | ||||||||||||||||||||||||
Bulk Courageous Corp. (2) | % | April 2028 | ||||||||||||||||||||||||
Phoenix Bulk 25 Corp. (2) | % | February 2029 | ||||||||||||||||||||||||
| Bulk Independence | % | December 2028 | ||||||||||||||||||||||||
| Bulk Pride | % | December 2028 | ||||||||||||||||||||||||
Tripartite Agreement (m/v Strategic Alliance, m/v Strategic Synergy, Strategic Unity) (2) | % | June 2029 | ||||||||||||||||||||||||
| SBC Equity Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| SBC Explorer LLC | % | March 2030 | ||||||||||||||||||||||||
| RHI Fortitude Pte. Ltd. | % | January 2031 | ||||||||||||||||||||||||
| SBC Harmony Pte. Ltd. | % | August 2031 | ||||||||||||||||||||||||
| RHI Savannah Pte. Ltd. | % | September 2029 | ||||||||||||||||||||||||
RHI Tenacity Pte. Ltd. (2) | % | April 2027 | ||||||||||||||||||||||||
| SBC Venture Pte. Ltd. | % | July 2031 | ||||||||||||||||||||||||
| SBC Spirit Pte. Ltd. | % | July 2032 | ||||||||||||||||||||||||
| SBC Vision Pte. Ltd. | % | June 2030 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Financing Obligations, net | $ | $ | ||||||||||||||||||||||||
18
(1)As of September 30, 2025 including the effect of interest rate cap if any.
(2)Interest rates on the loan facilities are fixed.
(3)The Company entered into an interest rate cap effective from Q2 2026 through Q4 2026, which caps the SOFR at 3.51%.
All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2024, remain unchanged as of September 30, 2025. The Company was in compliance with all financial covenants as September 30, 2025 and December 31, 2024. All outstanding financing obligations are secured by the respective underlying assets.
| Year ending December 31, | ||||||||
| 2025 (remainder of the year) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total Present Value of Minimum Payments | ||||||||
| Less: Amount representing interest | ( | |||||||
| Present value of minimum payments | ||||||||
| Less: Issuance costs | ( | |||||||
| Present value of minimum payments, net | ||||||||
| Less: Current portion of financing obligations | ( | |||||||
| Non-current portion of financing obligations | $ | |||||||
Note 6 - Finance Leases
At September 30, 2025, the Company’s fleet included two vessels, Bulk Xaymaca and Bulk Destiny, which were financed through sale and leaseback arrangements and accounted for as finance leases in accordance with ASC 840. Bulk Xaymaca is leased under the Bulk PODS Ltd. facility, and Bulk Destiny is leased under the Bulk Nordic Five Ltd. facility.
Finance leases consist of the following as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | Interest Rate (%) | Maturity Date | |||||||||||||||||||||||
| Finance Leases: | ||||||||||||||||||||||||||
| Bulk PODS Ltd. | $ | $ | % | December 2027 | ||||||||||||||||||||||
Bulk Nordic Five Ltd. (2) | % | April 2028 | ||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| Less: unamortized issuance costs, net | ( | ( | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
| Less: current portion | ( | ( | ||||||||||||||||||||||||
| Long-term finance lease liabilities, net | $ | $ | ||||||||||||||||||||||||
(1)Interest rates on the loan facilities are fixed.
19
The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of September 30, 2025.
| Year ending December 31, | Amount | ||||
| 2025 (remainder of the year) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total minimum lease payments | |||||
| Less imputed interest | ( | ||||
| Present value of minimum lease payments | |||||
| Less current portion | ( | ||||
| Less issuance costs | ( | ||||
| Long-term portion | $ | ||||
20
Note 7 - Derivative Instruments and Fair Value Measurements
Forward freight agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel swap contracts
The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:
| Asset Derivative | Liability Derivative | |||||||||||||||||||||||||||||||||||||
| Derivative instruments | Balance Sheet Location | 09/30/2025 | 12/31/2024 | Balance Sheet Location | 09/30/2025 | 12/31/2024 | ||||||||||||||||||||||||||||||||
Margin accounts (1) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Forward freight agreements (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Fuel swap contracts (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
Interest rate cap (2) | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||
(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.
(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
21
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024:
| Unrealized gain (loss) on derivative instruments | ||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| Derivative instruments | 09/30/2025 | 9/30/2024 | 09/30/2025 | 9/30/2024 | ||||||||||||||||||||||
| Forward freight agreements | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Fuel Swap Contracts | ( | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Interest rate cap | ( | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Total gain (loss) | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
22
Note 8 - Related Party Transactions
Notes payable to related parties consist of the following:
| December 31, 2024 | Activity | September 30, 2025 | |||||||||||||||
| Included in Affiliated Companies payable on the consolidated balance sheets: | |||||||||||||||||
Seamar Management S.A. (i) | $ | $ | ( | $ | |||||||||||||
MTM Ship Management (“MTM”) (ii) | $ | ( | $ | ||||||||||||||
| Commissions payable (iii) | $ | $ | |||||||||||||||
i.Seamar Management S.A. ("Seamar"): In the second quarter of 2025, the Company consolidated Seamar Management. Accordingly, the intercompany payable balance was eliminated upon consolidation.
ii.As of September 30, 2025, the Company had a payable balance to MTM Ship Management. As of December 31, 2024, the Company had a prepaid balance and this amount was included within “Advance hire, prepaid expenses and other current assets” in the consolidated balance sheet and was recognized in the consolidated statements of income.
The Company has a technical management agreement with MTM Ship Management (“MTM”), under which MTM serves as the technical manager for certain vessels within the merged entity’s fleet. Pursuant to the agreement, MTM provides services including vessel maintenance, crew management, procurement, and regulatory compliance. During the three months ended September 30, 2025, the Company incurred technical management fees of approximately $533,560 . For the nine months ended September 30, 2025, the Company incurred technical management fees of approximately $1,658,560 under this arrangement.
Note 9 - Commitments and Contingencies
Long-term Contracts Accounted for as Operating Leases
The Company has operating leases for office facilities in various locations. These leases generally have remaining terms ranging from 12 months to 63 months, some of which include options to extend or terminate. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. The weighted-average remaining lease term: 3.11 years.
The following table summarizes the Company’s office lease commitments as of September 30, 2025.
| Location | Remaining lease Term (as of September 30, 2025) | Monthly Rent | Undiscounted Payments | |||||||||||||||||
| Copenhagen, Denmark | $ | $ | ||||||||||||||||||
| Singapore | $ | |||||||||||||||||||
| Connecticut, U.S. | $ | |||||||||||||||||||
| Greece | $ | |||||||||||||||||||
| Total | $ | |||||||||||||||||||
For the three months ended September 30, 2025 and 2024, the Company recognized approximately $111,000 and $50,000 , respectively, as lease expense for office leases in General and Administrative Expenses.
For the nine months ended September 30, 2025 and 2024, the Company recognized approximately $332,000 and $148,000 , respectively, as lease expense for office leases in General and Administrative Expenses.
23
As of September 30, 2025, future minimum rentals under all of our operating leases are as follows:
| Year ending December 31, | Amount | |||||||
| 2025 (remaining) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Total | $ | |||||||
Legal Proceedings and Claims
Note 10 – Stockholders’ Equity
Share Repurchase Program
On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program for up to $15.0 million of the Company’s common stock, representing approximately 5.6 % of its market capitalization as of that date. Repurchases may be made from time to time in open market transactions or privately negotiated purchases, depending on market conditions, capital needs, and other strategic considerations. The program may be modified, suspended, or terminated at any time.
During the nine months ended September 30, 2025, the Company repurchased and retired 403,400 shares of its common stock at an average price of $4.93 per share, for an aggregate cost of approximately $2.0 million. The shares were acquired in open market transactions and retired immediately upon settlement. The repurchase was funded with available cash on hand.
The repurchase and retirement of shares resulted in a reduction to the Common Stock and Additional Paid-in Capital (APIC) accounts, with the excess purchase price over par value allocated to APIC. The impact of the repurchase is reflected in the accompanying Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2025, and the cash outflow is reported in financing activities in the Consolidated Statement of Cash Flows. As of September 30, 2025, approximately $13.0 million remained available under the repurchase program.
Dividends Paid
Total cash dividends paid were approximately $13.1 million for the nine months ended September 30, 2025.
Changes in Outstanding Shares
The following table summarizes changes in the number of shares of common stock outstanding for the nine months ended September 30, 2025:
24
| Description | Number of Shares | |||||||
Shares outstanding at December 31, 2024 | ||||||||
| Shares issued (e.g., equity grants) | ||||||||
| Share forfeitures | ( | |||||||
| Shares repurchased and retired | ( | |||||||
Shares outstanding at September 30, 2025 | ||||||||
Note 11 - Net Income per Common Share
The computation of basic net income per share is based on the weighted average number of common shares outstanding for the nine months ended September 30, 2025 and 2024. Diluted net income per share gives effect to restricted stock awards.
For the three and nine months ended September 30, 2025, approximately 554,000 and 446,000 shares of restricted stock awards, respectively, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive.
The following table summarizes the calculation of basic and diluted income per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted Average Shares - Basic | |||||||||||||||||||||||
| Dilutive effect of restricted stock awards | |||||||||||||||||||||||
| Weighted Average Shares - Diluted | |||||||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
Note 12. Employee Benefit Plans
Defined Contribution Plan
The Company sponsors a defined contribution 401(k) retirement savings plan for eligible employees. Under the plan, employees may elect to contribute a portion of their eligible compensation, subject to IRS limitations.
Employer Matching Contributions
The Company provides a 100 % match on the first 4 % of eligible compensation that employees contribute. These matching contributions are made in cash and vest immediately.
For the three months ended September 30, 2025, the Company recorded an expense of approximately $52,000 for its matching contributions under the plan. For the nine months ended September 30, 2025, the Company recorded an expense of approximately $285,000 for matching contributions.
25
Note 13 – Segment Information and Geographic Data
The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.
The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent (TCE) rates. The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the Consolidated Statements of Income.
The following tables present selected financial information with respect to our reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Shipping segment | ||||||||||||||||||||||||||
| Voyage revenue | $ | $ | $ | |||||||||||||||||||||||
| Charter revenue | ||||||||||||||||||||||||||
| Shipping segment total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation: | ||||||||||||||||||||||||||
All other revenue (1) | ||||||||||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Shipping segment total revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Voyage expense | ||||||||||||||||||||||||||
TCE revenue (2) | $ | $ | $ | $ | ||||||||||||||||||||||
| Other operating expenses | ||||||||||||||||||||||||||
| Other (expenses)/income | ||||||||||||||||||||||||||
| Total consolidated net income | $ | $ | $ | $ | ||||||||||||||||||||||
(1) All other revenue includes revenue from our port and terminal operations, as well as other ancillary services.
(2) TCE revenue represents shipping segment total revenue less voyage expenses and is considered the segment measure of profit/loss.
26
Geographical Disclosure
Revenue from external customers is attributed to geographic areas as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||
| Canada | 38,716,767 | 45,375,728 | 47,321,072 | 55,051,974 | ||||||||||||||||||||||
| Singapore | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | $ | ||||||||||||||||||||||
(1) This includes revenue from various regions across Asia, Europe, South America, and other international markets.
Revenue is presented geographically based on the customer's country of domicile.
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Note 14 - Subsequent Events
On October 18, 2025, the Company entered into a memorandum of agreement to sell the M/V Bulk Freedom for $9.6 million. The vessel was classified as held for sale on the balance sheet as of September 30, 2025. The estimated gain on sale is approximately $2.8 million, and delivery to the buyer is expected during the fourth quarter of 2025.
On November 5, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on December 15, 2025, to shareholders of record as of the close of business on December 1, 2025.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
Forward Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Important Financial and Operational Terms and Concepts
The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:
Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases.
Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component.
Terminal & Stevedore Revenue. Terminal & Stevedore revenue is derived from inbound and outbound cargo handling services at ports which the Company operates in. Gross revenue is earned typically based on a per-unit rate for volumes handled.
Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred.
Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. The Company does not record a right-of-use asset or lease liability for any arrangement less than one year.
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Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts.
Terminal & Stevedore Expenses. Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services. Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses.
Fleet Data. The Company believes that the measures for analyzing future trends in its results of operations consist of the following:
Shipping days. The Company defines shipping days as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or a time charter (time charter days).
Daily vessel operating expenses. The Company defines daily vessel operating expenses as vessel operating expenses divided by ownership days for the period. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees.
Chartered in days. The Company defines chartered in days as the aggregate number of days in a period during which it chartered in vessels from third party vessel owners.
Time Charter Equivalent ‘‘TCE’’ rates. The Company defines TCE rates as total revenues less voyage expenses divided by the length of the voyage, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts.
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Selected Financial Information
| (in thousands, except for shipping days data and per share data) (figures may not foot due to rounding) | For the three months ended September 30, | For nine months ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Selected Financial Data | ||||||||||||||||||||||||||
| Voyage revenue | $ | 155,271 | $ | 145,120 | $ | 411,200 | $ | 356,506 | ||||||||||||||||||
| Charter revenue | 9,298 | 4,860 | 26,141 | 23,738 | ||||||||||||||||||||||
| Terminal & Stevedore Revenue | 4,101 | 3,135 | 10,820 | 9,117 | ||||||||||||||||||||||
| Total revenue | 168,670 | 153,115 | 448,161 | 389,361 | ||||||||||||||||||||||
| Voyage expense | 73,208 | 71,540 | 211,297 | 169,805 | ||||||||||||||||||||||
| Charter hire expense | 33,882 | 36,511 | 82,947 | 96,339 | ||||||||||||||||||||||
| Vessel operating expenses | 21,736 | 13,885 | 67,289 | 41,290 | ||||||||||||||||||||||
| Terminal Expenses | 3,134 | 2,417 | 8,372 | 7,325 | ||||||||||||||||||||||
| Total cost of transportation and service revenue | 131,961 | 124,353 | 369,905 | 314,759 | ||||||||||||||||||||||
| Vessel and Terminal Equipment depreciation and amortization | 10,165 | 7,678 | 30,632 | 22,527 | ||||||||||||||||||||||
| Gross Profit | 26,545 | 21,085 | 47,624 | 52,076 | ||||||||||||||||||||||
| Other operating expenses | 9,931 | 6,083 | 24,431 | 18,432 | ||||||||||||||||||||||
| Gain on sale of vessel and equipment | (309) | — | (309) | — | ||||||||||||||||||||||
| Income from operations | 16,922 | 15,001 | 23,502 | 33,644 | ||||||||||||||||||||||
| Total other expense, net | (3,935) | (8,944) | (15,613) | (10,927) | ||||||||||||||||||||||
| Net income | 12,988 | 6,057 | 7,889 | 22,716 | ||||||||||||||||||||||
| Income attributable to non-controlling interests | (779) | (946) | (403) | (2,248) | ||||||||||||||||||||||
| Net income attributable to Pangaea Logistics Solutions Ltd. | $ | 12,208 | $ | 5,111 | $ | 7,485 | $ | 20,468 | ||||||||||||||||||
| Net income from continuing operations per common share information | ||||||||||||||||||||||||||
| Basic net income per share | $ | 0.19 | $ | 0.11 | $ | 0.12 | $ | 0.45 | ||||||||||||||||||
| Diluted net income per share | $ | 0.19 | $ | 0.11 | $ | 0.12 | $ | 0.45 | ||||||||||||||||||
| Weighted-average common shares Outstanding - basic | 63,729 | 45,280 | 63,901 | 45,257 | ||||||||||||||||||||||
| Weighted-average common shares Outstanding - diluted | 64,823 | 46,011 | 65,009 | 45,948 | ||||||||||||||||||||||
Adjusted EBITDA (a) (1) | $ | 28,895 | $ | 24,026 | $ | 59,276 | $ | 60,006 | ||||||||||||||||||
Shipping Days (2) | ||||||||||||||||||||||||||
| Voyage days | 5,377 | 4,549 | 15,148 | 11,289 | ||||||||||||||||||||||
| Time charter days | 495 | 256 | 2,156 | 1,318 | ||||||||||||||||||||||
| Total shipping days | 5,872 | 4,805 | 17,304 | 12,607 | ||||||||||||||||||||||
| TCE Rates ($/day) | $ | 15,559 | $ | 16,324 | $ | 13,063 | $ | 16,692 | ||||||||||||||||||
(a) EBITDA for prior-year periods has been recast to include income taxes to conform to the current period presentation.
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| September 30, 2025 | December 31, 2024 | |||||||||||||
| Selected Data from the Consolidated Balance Sheets | ||||||||||||||
| Cash and cash equivalents | $ | 94,290 | $ | 86,805 | ||||||||||
| Total assets | $ | 932,146 | $ | 936,457 | ||||||||||
| Total secured debt, including financing obligations and finance leases | $ | 382,641 | $ | 397,372 | ||||||||||
| Total shareholders' equity | $ | 465,560 | $ | 474,664 | ||||||||||
| For the nine months ended September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Selected Data from the Consolidated Statements of Cash Flows | ||||||||||||||
| Net cash provided by operating activities | $ | 38,601 | $ | 46,408 | ||||||||||
| Net cash provided by (used in) investing activities | $ | 1,911 | $ | (57,352) | ||||||||||
| Net cash (used in) provided by financing activities | $ | (33,027) | $ | 5,026 | ||||||||||
The reconciliation of gross profit to net transportation and service revenue and net income in accordance with U.S. GAAP to Adjusted EBITDA is as follows:
| (in thousands, figures may not foot due to rounding) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Net Transportation and Service Revenue (3) | ||||||||||||||||||||||||||
Gross Profit (4) | $ | 26,545 | $ | 21,085 | $ | 47,624 | $ | 52,076 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||||
| Vessel and Terminal Equipment Depreciation and Amortization | 10,165 | 7,678 | 30,632 | 22,527 | ||||||||||||||||||||||
| Net transportation and service revenue | $ | 36,709 | $ | 28,762 | $ | 78,257 | $ | 74,602 | ||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Net Income | $ | 12,988 | $ | 6,057 | $ | 7,889 | $ | 22,716 | ||||||||||||||||||
| Interest expense, net | 5,555 | 3,808 | 16,993 | 9,931 | ||||||||||||||||||||||
(Income) loss attributable to Non-controlling interest recorded as long-term liability interest expense | — | (274) | — | 421 | ||||||||||||||||||||||
| Depreciation and amortization | 10,214 | 7,719 | 30,735 | 22,609 | ||||||||||||||||||||||
| Income tax provision (included in Other income) | 499 | 109 | 821 | 211 | ||||||||||||||||||||||
| EBITDA (Non-GAAP) | $ | 29,255 | $ | 17,419 | $ | 56,438 | $ | 55,888 | ||||||||||||||||||
| Adjustments to EBITDA | ||||||||||||||||||||||||||
| Gain on sale of vessel and equipment | (309) | — | (309) | — | ||||||||||||||||||||||
| Share-based compensation | 614 | 646 | 2,695 | 2,313 | ||||||||||||||||||||||
| Unrealized (gain) loss on derivative instruments, net | (666) | 5,961 | 452 | 1,804 | ||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 28,895 | $ | 24,026 | $ | 59,276 | $ | 60,006 | ||||||||||||||||||
(1)Adjusted EBITDA is net income (or loss) under U.S. GAAP, excluding interest expense and income, income taxes, depreciation and amortization, impairment losses, gain or loss on vessel sales, sale and leaseback losses, share-based compensation, non-operating items, and other non-recurring items. Management and certain investors use Adjusted EBITDA to assess operating performance, and Pangaea’s Board reviews it periodically. It is a non-GAAP measure and may differ from definitions used by other companies.
(2)Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
(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
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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 cost of transportation and service revenue less vessel and terminal equipment depreciation.
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Industry Overview
We operate in a cyclical industry subject to macroeconomic shifts, geopolitical volatility and other factors. Our business is also subject to fluctuations in the supply and demand for vessels, together with global demand for drybulk commodities, which impact freight pricing.
The Baltic Dry Index (“BDI”), a broader market measure of the cost to transport drybulk commodities by sea, offers a market view into global supply demand trends and is considered the standard benchmark for drybulk cargo pricing. The BDI averaged 1,978 for the third quarter of 2025, up approximately 6%, compared to an average of 1,871 for the same quarter of 2024. The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also increased approximately 3%, to an average of $14,130 in the third quarter of 2025 from $13,707 in the same period of 2024.
In addition to broader market pressures, our operating results for the third quarter of 2025 also reflect the impact of fleet expansion. At December 30, 2024, the Company acquired 15 vessels to its owned fleet, representing a 54% increase in total vessel count. In July 2025, the Company sold one of these vessels. Overall, available owned shipping days increased by 1,067 days in the current quarter 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.
Quarterly TCE Performance
For the three months ended September 30, 2025, the Company's TCE rates were down 5% to $15,559 from $16,324 for the three months ended September 30, 2024. The Company's achieved TCE rates declined from the previous quarter as overall dry bulk market rates weakened for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The Company's achieved TCE rate for the three months ended September 30, 2025 outperformed the average of the Baltic panamax, supramax, and handysize market indexes by approximately 10% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet and its cargo-focused strategy.
Third Quarter Highlights
•Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $12.2 million for three months ended September 30, 2025 as compared to net income of approximately $5.1 million for the same period of 2024.
•Net income per share was $0.19 for three months ended September 30, 2025, as compared to diluted net income per share of $0.11 for the same period in 2024.
•Pangaea's TCE rates were $15,559 for the three months ended September 30, 2025 and $16,324 for the three months ended September 30, 2024.
•Adjusted EBITDA was $28.9 million and $24.0 million for the three months ended September 30, 2025 and September 30, 2024, respectively.
•At the end of the quarter, Pangaea had $94.3 million in cash, cash equivalents, and restricted cash.
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenues
Pangaea’s revenues are derived predominately from voyage, time charters, and terminal and stevedore revenue. Total revenue for the three months ended September 30, 2025, was $168.7 million, compared to $153.1 million for the same period in 2024, a 10% increase. The increase in revenues was primarily driven by a 22% rise in total shipping days, reaching 5,872 days for the three months ended September 30, 2025, compared to 4,805 days for the same period in 2024.
The Components of our revenue are as follows:
Voyage Revenues: Voyage revenues increased by 7% for the three months ended September 30, 2025 to $155.3 million compared to $145.1 million for the same period in 2024. The increase in voyage revenues was primarily due to a 18% increase in voyage days from 4,549 in the three months ended September 30, 2024 to 5,377 for the three months ended September 30, 2025. The increase is also attributable to the increase in the Company's fleet size as a result of the acquisition of 15 vessels in December 2024. One of the acquired vessels was sold in July 2025.
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Charter Revenues: Charter revenues increased by 91%, to $9.3 million for the three months ended September 30, 2025, compared to $4.9 million for the same period in 2024. The increase was primarily driven by a 93% increase in time charter days, which rose from 256 to 495 days, and by an improvement in average market charter rates, as the Panamax, Supramax, and Handysize indices increased from $13,707 per day to $14,130 per day year-over-year. 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 31% to $4.1 million for the three months ended September 30, 2025, compared to $3.1 million for the same period in 2024 due to the addition of two new port operations in 2025.
Operating and Business Expenses
In recent years, global cost inflation has contributed to higher vessel operation costs, including crew travel, equipment transportation, and drydocking. While we expect crew payroll expenses to remain stable in the near and medium term, other inflated costs may increase our vessels' daily operating expenses. Typically, any fuel cost increases during voyages are managed through bunker hedging or through fuel cost pass-through arrangements in long-term contracts.
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses were $73.2 million for the three months ended September 30, 2025, compared to $71.5 million for the same period in 2024, representing an increase of approximately 2%. The increase was primarily driven by a 18% increase in voyage days, partially offset by a 13% decline in bunker prices during the period.
Charter Hire Expenses: Charter hire expenses for the three months ended September 30, 2025 were $33.9 million, compared to $36.5 million for the same period in 2024, a 7% decrease. The decrease was primarily due to a decrease in chartered-in days, as the Company expanded its owned fleet size by 14 vessels, reducing the need for chartered ships. Chartered-in days decreased 13%, from 2,519 days in the third quarter of 2024 to 2,202 days in the same period of 2025. On a per-day basis, charter hire expenses averaged $15,389 in the third quarter of 2025, compared to $14,494 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 Expenses: Vessel operating expenses for the three months ended September 30, 2025 were $21.7 million, compared to $13.9 million for the same period in 2024, an increase of approximately 57%. Most of this increase was a result of an increase in ownership days due to the acquisition of vessels in the prior year, with 3,701 days for the three months ended September 30, 2025 compared to 2,293 days in 2024, reflecting an increase of 61%. Excluding technical management fees, vessel operating expenses on a per day basis were $5,634 for the three months ended September 30, 2025, up from $5,520 for the three months ended September 30, 2024. Technical management fees were approximately $0.9 million in the third quarter of 2025, down from $1.2 million in 2024, primarily due to the consolidation of Seamar Management which reclassified from technical management fees to general and administrative expenses, partially offset by the increase in the number of owned vessels.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 31% to $3.1 million for the three months ended September 30, 2025, compared to $2.4 million for the same period in 2024 in line with the increase in terminal revenues and the addition of two new port operations.
General and Administrative Expenses: General and administrative expenses increased by 64% to $9.9 million for the three months ended September 30, 2025 compared to $6.0 million for the same period in 2024. The increase was primarily driven by the consolidation of Seamar in 2025, which contributed approximately $1.0 million of incremental expense. In addition, higher employee incentive compensation expense of approximately $1.0 million was recognized during the quarter compared to the prior year. The remaining increase was due to higher compensation costs associated with added headcount to support Strategic Shipping Inc. acquisition initiatives and other incremental costs.
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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenues
Pangaea’s revenues are derived predominately from voyage and time charters. For the nine months ended September 30, 2025, total revenue was $448.2 million, an increase of 15% compared to $389.4 million for the same period in 2024. The increase was primarily driven by an increase in total shipping days from 12,606 days in 2024 to 17,304 days 2025, reflecting the Company’s fleet expansion. This increase was partially offset by a decline in market charter rates.
Components of revenue are as follows:
Voyage Revenues: Voyage revenues increased by 15% to $411.2 million for the nine months ended September 30, 2025, compared to $356.5 million for the same period in 2024. The increase was primarily attributable to a 34% increase in voyage days, from 11,289 days in 2024 to 15,148 days in 2025, resulting from the acquisition of the SSI vessels at the end of 2024. This increase was partially offset by lower market freight rates, as evidenced by a 17% decline in the Baltic Dry Index (BDI) during the period.
Charter Revenues: Charter revenues increased to $26.1 million from $23.7 million, or 10%, for the nine months ended September 30, 2025 compared to the same period in 2024. The increase was primarily driven by a significant rise in time charter days, which increased 64% to 2,156 days from 1,318 days in the prior-year period. Although the average time charter rate declined to $12,125 per day from $18,011 per day, the higher number of charter days more than offset the rate decrease, resulting in overall revenue growth. The optionality of our chartering 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 19% for the nine months ended September 30, 2025 to $10.8 million compared to $9.1 million for the same period in 2024 due to the addition of 2 new port operations in the current year.
Operating and Business Expenses
The Components of our expenses are as follows:
Voyage Expenses: Voyage expenses were $211.3 million for the nine months ended September 30, 2025, compared to $169.8 million for the same period in 2024, reflecting an increase of 24%. The increase was mainly attributable to higher voyage days, which increased by 34% to 15,148 days from 11,289 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 nine months ended September 30, 2025 were $82.9 million, compared to $96.3 million for the same period in 2024, a 14% decrease. The decrease in charter hire expenses was primarily due to a decrease in market rates to charter-in vessels. The average published market rates for supramax, panamax and handysize vessels decreased approximately 22% from an average of $14,161 in the nine months ended months ended September 30, 2024 to $11,043 in the same period of 2025. Despite the rate decline, chartered-in days increased to 6,607 days for the nine months ended September 30, 2025, compared to 6,025 days in the nine months ended September 30, 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 Expenses: Vessel operating expenses for the nine months ended September 30, 2025 were $67.3 million, compared to $41.3 million for the same period in 2024, an increase of approximately 63%. This increase was due to the expansion of the owned fleet during the period. Excluding technical management fees, vessel operating expenses on a per day basis were $5,806 for the nine months ended September 30, 2025 and $5,686 for the same period in 2024. Technical management fees were approximately $2.7 million and $3.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 14% to $8.4 million for the nine months ended September 30, 2025, compared to $7.3 million for the same period in 2024. This increase was in line with the higher terminal and stevedore revenue during the period.
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General and Administrative Expenses: For the nine months ended September 30, 2025, general and administrative expenses were $24.3 million, compared to $18.3 million for the same period in 2024. The increase was primarily attributable to the consolidation of Seamar, which contributed approximately $2.8 million of G&A in the current year; in the prior year, Seamar was accounted for as an investment in an unconsolidated subsidiary. Additionally, G&A increased by approximately $2.0 million related to the acquisition of Strategic at year-end 2024, which resulted in additional employees and office space in Southport, Connecticut. The remaining increase was due to higher compensation costs associated with added headcount to support strategic acquisition initiatives and other incremental costs, including approximately $0.5 million increase in non-cash share based compensation..
Significant accounting estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment.
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.
The Company concluded that no triggering event had occurred during the nine months ended September 30, 2025 and 2024, which would require impairment testing.
Liquidity and Capital Resources
The Company has historically financed its capital needs through cash flow from operations, common stock issuance, non-controlling interest contributions, and long-term debt and finance leases. Capital has primarily been allocated to operations, vessel acquisitions, and debt servicing. While the Company may pursue additional debt or equity financing as needed, adverse market conditions could limit access to favorable terms, potentially restricting business expansion opportunities.
As of September 30, 2025, and December 31, 2024, the Company’s working capital was $81.7 million and $82.9 million, respectively.
Cash Flows:
The table below summarizes our primary sources and uses of cash for the nine months ended September 30, 2025 and 2024. 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.
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For the nine months ended | ||||||||||||||
| (In millions) | September 30, 2025 | September 30, 2024 | ||||||||||||
| Net cash provided by/(used in): | ||||||||||||||
| Operating activities: | ||||||||||||||
| Net income adjusted for non-cash items | $ | 28.0 | $ | 47.9 | ||||||||||
| Changes in operating assets and liabilities, net | 10.6 | (1.5) | ||||||||||||
| Operating activities | 38.6 | 46.4 | ||||||||||||
| Investing activities | 1.9 | (57.4) | ||||||||||||
| Financing activities | (33.0) | 5.0 | ||||||||||||
| Net change | $ | 7.5 | $ | (5.9) | ||||||||||
Operating Activities
During the nine months ended September 30, 2025, net cash provided by operating activities was approximately $38.6 million, compared to $46.4 million for the same period in 2024, decreased by $7.8 million. The decline was mainly due to lower net income and higher drydocking costs, which were about $10.8 million more than last year. These factors were partly offset by stronger non-cash adjustments, including higher depreciation and amortization, and favorable working capital changes such as increased accounts payable and deferred revenue.
Investing Activities
Net cash provided by investing activities for the nine months ended September 30, 2025, was approximately $1.9 million, compared to net cash used in investing activities of approximately $57.4 million for the same period in 2024. The $59.3 million change primarily reflects a significant reduction in vessel acquisition expenditures. In the prior-year period, the Company invested approximately $57.0 million in the purchase of two vessels. In contrast, during the current period, the Company completed the sale of one vessel for approximately $7.7 million and incurred approximately $5.5 million in capital expenditures related to the purchase of vessel and service equipment.
Financing Activities
Net cash used in financing activities was approximately $33.0 million for the nine months ended September 30, 2025, compared to net cash provided by financing activities of $5.0 million for the same period in 2024, The $38.1 million change was primarily due to the following:
•A 14.0 million decrease in payments of debt, financing obligations and finance leases due to final balloon payments incurred in 2024;
•Proceeds from financing obligation was approximately $18.0 million during the nine months ended September 30, 2025, compared to approximately $8.0 million in the same period in 2024, and
•The absence of $64.2 million in proceeds from long-term debt in the current period, compared to the same amount received in the prior year in connection with a long-term debt refinancing transaction.
The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
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Capital Expenditures
The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels, as well as port & terminal operations. As of September 30, 2025, the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax, nine Supramax and four Post-Panamax Ice Class 1A drybulk 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, and fourteen Handysize 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, and Texas.
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 $13.8 million and $3.0 million the nine months ended September 30, 2025 and 2024, respectively. The Company expects to perform two special surveys during the fourth quarter of 2025 at an aggregate estimated cost of approximately $3.7 million and one intermediate survey at an estimated cost of approximately $1.5 million. In 2026, the Company anticipates performing ten special surveys at an aggregate estimated cost of approximately $11.6 million and two intermediate surveys at an aggregate estimated cost of approximately $3.5 million.
Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements at September 30, 2025 or December 31, 2024.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risks
No significant changes to our market risk have occurred since December 31, 2024. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in the Company Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, and considering the material weakness in internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended December 31, 2024, related to the design and documentation of controls over the review and application of our revenue recognition policy under ASC 606, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, during the nine months ended September 30, 2025, we implemented remediation actions intended to address the previously identified material weakness. These actions include enhancing review and approval procedures for revenue recognition, strengthening supervisory review processes for ASC 606 compliance, and implementing controls to align general ledger account mapping with financial statement presentation. The material weakness will not be considered remediated until these controls have been tested and determined to be operating effectively over a sustained period.
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PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
Item 1A – Risk Factors
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
On May 8, 2025, the Company’s Board of Directors authorized a share repurchase program of up to $15 million of the Company’s common stock, representing approximately 5.6% of its market capitalization as of that date. The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time.
The share repurchase program was publicly announced in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 12, 2025.
During the nine months ended September 30, 2025, the Company repurchased 403,400 shares under the program at an average price of $4.93 per share for a total cost of approximately $2.0 million. All repurchased shares were retired upon acquisition. As of September 30, 2025, approximately $13.0 million remained available for future repurchases under the program.
Shares repurchased pursuant to the common share repurchase program during the nine months ended September 30, 2025 were as follows:
| Nine Months Ended September 30, 2025 | Total Number of Shares Purchased | Average price paid per share of common stock | Aggregate purchase price of common stock repurchases | Dollar value of remaining authorized repurchase | ||||||||||
| First quarter | — | $ | — | — | $ | 15,000,000 | ||||||||
| Second quarter | 202,882 | $ | 4.93 | 1,007,100 | 13,992,900 | |||||||||
| July | 77,457 | 4.93 | 382,243 | 13,610,657 | ||||||||||
| August | 119,772 | 4.91 | 584,748 | 13,025,909 | ||||||||||
| September | 3,289 | 4.99 | 16,523 | 13,009,386 | ||||||||||
| Third quarter | 200,518 | $ | 4.96 | 983,513 | 13,009,386 | |||||||||
| Year-to-date | 403,400 | $ | 4.92 | 1,990,614 | 13,009,386 | |||||||||
Item 3 - Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
None.
Item 5 - Other Information
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Item 6 – Exhibits
| Exhibit No. | Description | ||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| EX-101.INS | XBRL Instance Document | ||||
| EX-101.SCH | XBRL Taxonomy Extension Schema | ||||
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||||
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||||
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | ||||
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
______________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 10, 2025.
| PANGAEA LOGISTICS SOLUTIONS LTD. | ||||||||
| By: | /s/ Mark L. Filanowski | |||||||
| Mark L. Filanowski | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Gianni Del Signore | |||||||
| Gianni Del Signore | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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