ﾊﾟﾝｹﾞｱﾛｼﾞｽﾃｨｸｽｿﾘｭｰｼｮﾝｽﾞの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 15, 2023

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)


Bermuda	001-36798	98-1205464
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	PANL	NASDAQ

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

Emerging growth company ☐

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


Item 2.02			Results of Operations and Financial Condition.

On March 15, 2023, Registrant issued a press release announcing financial results for the the three and twelve months ended December 31, 2022. The press release is furnished as Exhibit 99.1, its Quarterly Investor Presentation is attached as Exhibit 99.2.

The information contained in, or incorporated into, this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.


Item 9.01			Financial Statements and Exhibits.

(d)Exhibits


Exhibit			Description

99.1 Press Release of Pangaea Logistics Solutions Ltd., dated March 1 5 , 202 3 Reporting Financial Results for the three and twelve months ended December 31, 202 2 (furnish pursuant to Item 2.02).

99.2 Investor Presentation of Pangaea Logistics Solutions Ltd. dated March 1 5 , 202 3 .

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 15, 2023


			PANGAEA LOGISTICS SOLUTIONS LTD.

			By:			/s/ Gianni Del Signore
						Name: Gianni Del Signore Title: Chief Financial Officer

EX-99.1 2 a2022earningspressrelease.htm EX-99.1 EARNINGS RELEASE Document

Pangaea Logistics Solutions Ltd. Reports Record Financial Results for the

Three Months and Year Ended December 31, 2022

NEWPORT, RI - March 15, 2023 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months and year ended December 31, 2022.

FOURTH QUARTER 2022 RESULTS

(As compared to the Fourth Quarter 2021)

•Net income of $15.5 million, or $0.34 per diluted share, remained unchanged y/y.

◦Adjusted net income attributable to Pangaea Logistics Solutions Ltd. of $14.3 million, or $0.32 per diluted share, a decline of 43% y/y.

•Adjusted EBITDA of $26.9 million, a decrease of 29% y/y

•Operating cash flow of $32.9 million, an increase of 73% y/y

•Time Charter Equivalent ("TCE") rates earned by Pangaea of $20,023 per day, a premium of 41% over the prevailing market rate

•Cash and cash equivalents of $128.4 million, an increase of $72.2 million y/y

•Ratio of net debt to trailing twelve-month Adjusted EBITDA of 1.25x

FULL YEAR 2022 RESULTS

(As compared to the year 2021)

•Net income attributable to Pangaea Logistics Solutions Ltd. of $79.5 million, or $1.76 per diluted share, an increase of 17% y/y

◦Adjusted Net Income attributable to Pangaea Logistics Solutions Ltd. of $82.1 million, or $1.82 per diluted share, an increase of 29% y/y

•Adjusted EBITDA of $140.9 million, an increase of 34% y/y

•Operating cash flow of $134.8 million, an increase of 118% y/y

•Time Charter Equivalent ("TCE") rates earned by Pangaea of $24,434 per day, a premium of 22% over the prevailing market rate

For the fourth quarter ended December 31, 2022, Pangaea reported non-GAAP adjusted net income of $14.3 million, or $0.32 per diluted share, on total revenue of $127.9 million. Fourth quarter TCE rates declined 38.5% on a year-over-year basis, while total shipping days, which include both voyage and time charter days, declined 29.2% to 3,681 days, when compared to the year-ago period.

The TCE earned was $20,023 per day for the three months ended December 31, 2022, compared to an average of $32,563 per day for the same period in 2021. During the fourth quarter 2022, the Company’s average TCE rate exceeded the benchmark average Baltic Panamax and Supramax indices by approximately 41%, supported by Pangaea’s long-term contracts of affreightment ("COAs"), specialized fleet, and cargo-focused strategy.

Total Adjusted EBITDA decreased by 29% to $26.9 million in the fourth quarter due to fewer total shipping days and lower market rates, partially offset by the benefit of more owned ship days from a larger owned fleet and a decline in charter-hire expenses.

Adjusted EBITDA margin increased by 480 basis points to 21.0% in the fourth quarter 2022, when compared to the year-ago period, supported by sustained execution on the Company’s chartered-in strategy amid lower market rates.

As of December 31, 2022, the Company had $128.4 million in cash and equivalents. Total debt, including lease finance obligations was $303.9 million at year-end 2022. At the end of the fourth quarter 2022, the ratio of net debt to trailing twelve-month adjusted EBITDA was 1.25x, versus 2.43x in the prior-year period. During the three months ended December 31, 2022, the Company paid $4.4 million of cash dividends and repaid $7.2 million of long-term debt and other long-term liabilities.

Subsequent to the end of the fourth quarter, the Company entered into an agreement to sell the m/v Bulk Newport for $9.2 million. The vessel was delivered to the buyer on March 3, 2023.

As previously announced on Feb 15, 2023, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 15, 2023, to all shareholders of record as of March 1, 2023.

STRATEGIC UPDATE

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

Leverage integrated shipping and logistics model. In addition to operating the largest high ice class dry bulk fleet of panamax and post-panamax vessels globally, Pangaea also performs stevedoring services, together with port and terminal operations capabilities. During the fourth quarter, the Company continued to expand its logistics offering to new and existing customers; including participation in various infrastructure projects in the US Gulf and US East Coast; providing freight and stevedoring services, handling cement, construction aggregate, and pig iron for new and existing clients. In addition, we executed a specialized project in our Sabine Pass, Texas Terminal, providing heavy lift stevedoring services, handling one of the world’s largest capacity cranes.

Continue to drive strong fleet utilization. In the fourth quarter Pangaea's twenty-five owned vessels were fully utilized and supplemented with an average of fifteen chartered-in vessels to support cargo and COA commitments. Utilizing its nimble fleet approach, the Company reduced its exposure to the market by redelivering chartered-in vessels and reducing its average chartered-in fleet from 26 vessels in Q3 22 to 15 vessels in Q4 22.

Continue to upgrade fleet, while divesting older, non-core assets. In January of 2023, the Company entered into an agreement to sell the Bulk Newport, a 2003 Shin Kurushima Toyohashi shipyard-built 52,587 dwt dry bulk vessel, for $9.2 million. With this sale, Pangaea now owns 24 ships, while continuing to operate a total fleet of approximately 40-60 vessels in worldwide trades. The sale of the Bulk Newport is consistent with the Company’s strategy of maintaining an average fleet age of less than 10 years, amid tightening global emission regulations. Looking ahead, the Company intends to opportunistically manage its fleet with the purpose of maximizing TCE rates, while continuing to support client requirements on an on-demand basis.

MANAGEMENT COMMENTARY

“Our record full-year operating cash flow and profitability demonstrate the durability of our vertically integrated shipping-logistics model in a volatile shipping market environment,” stated Mark Filanowski, Chief Executive Officer of Pangaea Logistics Solutions. “During the first half of the year, we capitalized on a strong demand and rate environment by fully utilizing our fleet, including our four, new-build 1A Ice-Class Post-Panamax vessels, together with the five vessels purchased in the prior 24-months. While market conditions deteriorated during the latter half of 2022 and into the first quarter 2023, our long-term transportation contracts and flexible, chartered-in fleet positioned us to perform well in excess of lower spot market levels.”

“During the fourth quarter, our chartering strategy drove positive arbitrage in a falling-rate market,” continued Filanowski. “While the TCE earned declined 38.5% on a year-over-year basis in the fourth quarter, our average TCE rate exceeded the average benchmark by 41% in the period. Our premium rate model, which leverages the integrated benefits of specialty cargo carriage and on-shore supply chain solutions, contributed to an Adjusted EBITDA margin expansion in the fourth quarter, when compared to the prior-year period. First quarter 2023 to-date, our TCE booked for 3,970 ship days is $15,065 per day."

“Our cargo-centric business plan delivered significant value creation for shareholders in 2022,” noted Filanowski.“We generated nearly $100 million in free cash flow, positioning us to pursue a balanced, self-funded approach toward organic and inorganic growth investments, together with a robust and consistent dividend program. This year, our capital allocation priorities will include fleet renewal and careful expansion; widening our logistics platform, particularly as it relates to complementary, immediately accretive onshore opportunities; further debt reduction; and continued support of our quarterly cash dividend which on an annualized basis results in more than $18 million in distributions to shareholders."

“In 2023, we anticipate that a post-pandemic reopening in China and stable economic activity in the West should provide incremental support for global dry bulk demand,” continued Filanowski. “On the supply-side, global dry bulk shipping capacity is constrained for the foreseeable future, given the combined impact of low new-build activity and the recent introduction of new, IMO-mandated emissions-reduction regulations that will impact older, less efficient fleets and will further restrict newbuilding orders. In recent years, we have invested heavily in upgrading and refreshing our fleet with younger vessels, ensuring we are well positioned to capitalize on the IMO transition." The Company’s management team will host a conference call to discuss the Company’s financial results on Thursday, March 16, 2023, at 8:30 a.m. ET. Accompanying presentation materials will be available with the Company’s Securities and Exchange Commission Filing, and in the Investor Relations section of the Company’s website at https://www.pangaeals.com/investors/.

FOURTH QUARTER 2022 CONFERENCE CALL

To participate in the live teleconference:

Domestic Live: 1-800-225-9448

International Live: 1-203-518-9708

Conference ID: PANLQ422

To listen to a replay of the teleconference, which will be available through March 23, 2023:

Domestic Replay: 1-800-283-9429

International Replay: 1-402-220-0871

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Operations


	Three months ended December 31,				Twelve months ended December 31,
	2022		2021		2022		2021
	(unaudited)		(unaudited)
Revenues:
Voyage revenue	$	117,339,854	$	202,503,619	$	640,033,668	$	614,482,101
Charter revenue	10,583,556		32,054,642		59,673,238		103,622,287
Total revenue	127,923,410		234,558,261		699,706,906		718,104,388

Expenses:
Voyage expense	54,214,070		65,265,750		262,088,555		219,623,127
Charter hire expense	28,156,765		114,992,408		222,332,197		334,952,823
Vessel operating expenses	15,380,167		12,693,076		56,859,340		42,715,496
General and administrative	3,907,905		4,289,733		20,103,346		18,966,488
Depreciation and amortization	7,529,397		6,522,946		29,489,810		22,974,249
Loss on impairment of vessels	—		—		3,007,809		—
Loss on sale of vessels	—		—		318,032		—
Total expenses	109,188,304		203,763,913		594,199,089		639,232,183

Income from operations	18,735,106		30,794,348		105,507,817		78,872,205

Other (expense) income:
Interest expense, net	(3,649,940)		(3,334,804)		(14,772,164)		(10,329,397)
Income attributable to Non-controlling interest recorded as long-term liability interest expense	(755,563)		(409,254)		(6,717,414)		(1,184,741)
Unrealized (loss) gain on derivative instruments	1,192,416		(9,784,274)		682,323		3,886,201
Other income	290,025		327,693		807,142		1,129,436
Total other expense, net	(2,923,062)		(13,200,639)		(20,000,113)		(6,498,501)

Net income	15,812,044		17,593,709		85,507,704		72,373,704
Income attributable to noncontrolling interests	(309,443)		(2,443,553)		(6,016,291)		(5,146,871)
Net income attributable to Pangaea Logistics Solutions Ltd.	$	15,502,601	$	15,150,156	$	79,491,413	$	67,226,833

Earnings per common share:
Basic	$	0.35	$	0.34	$	1.79	$	1.53
Diluted	$	0.34	$	0.34	$	1.76	$	1.50

Weighted average shares used to compute earnings per common share
Basic	44,435,664		44,004,980		44,398,987		43,997,311
Diluted	44,985,969		44,689,309		45,059,587		44,848,997

Pangaea Logistics Solutions Ltd.

Consolidated Balance Sheets


	December 31, 2022		December 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	128,384,606	$	56,208,902

Accounts receivable (net of allowance of $4,367,848 and $1,990,459 at December 31, 2022 and 2021, respectively)	36,755,149		54,259,265
Bunker inventory	29,104,436		27,147,760
Advance hire, prepaid expenses and other current assets	28,266,831		46,347,687

Total current assets	222,511,022		183,963,614


Fixed assets, net	476,524,752		471,912,810

Advances for vessel purchases	—		1,990,000
Finance lease right of use assets, net	43,921,569		45,195,759
Other Non-current Assets	5,284,127		3,961,823
Total assets	$	748,241,470	$	707,024,006

Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities	$	38,554,131	$	49,154,439
Related party notes payable	—		242,852
Deferred revenue	20,883,958		32,205,312
Current portion of long-term debt	15,782,530		15,443,115
Current portion of finance lease liabilities	16,365,075		14,479,803
Dividends payable	626,178		213,765
Total current liabilities	92,211,872		111,739,286

Secured long-term debt, net	98,819,739		105,836,797
Finance lease liabilities	168,513,939		170,959,553
Long-term liabilities - other	19,974,390		17,806,976

Stockholders' equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding	—		—
Common stock, $0.0001 par value, 100,000,000 shares authorized, 45,898,395 and 45,617,840 shares issued and outstanding at December 31, 2022 and 2021, respectively	4,590		4,562
Additional paid-in capital	162,894,080		161,534,280
Retained Earnings	151,327,392		85,663,375
Total Pangaea Logistics Solutions Ltd. equity	314,226,062		247,202,217
Non-controlling interests	54,495,468		53,479,177
Total stockholders' equity	368,721,530		300,681,394
Total liabilities and stockholders' equity	$	748,241,470	$	707,024,006

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Cash Flows


	Years ended December 31,
	2022		2021
Operating activities
Net income	$	85,507,704	$	72,373,704
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization expense	29,489,810		22,974,249
Amortization of deferred financing costs	1,005,487		920,995
Amortization of prepaid rent	122,343		115,256
Unrealized gain on derivative instruments	(682,323)		(3,886,201)
Income from equity method investee	(807,142)		(1,129,436)
Earnings attributable to non-controlling interest recorded as interest expense	6,717,414		1,184,741
Provision for doubtful accounts	2,377,389		1,559,378
Loss on impairment of vessels	3,007,809		—
Loss on sales of vessels	318,032		—
Drydocking costs	(6,019,126)		(8,075,813)
Share-based compensation	1,767,726		2,102,897
Change in operating assets and liabilities:
Accounts receivable	15,126,727		(26,666,490)
Bunker inventory	(1,956,676)		(11,181,513)
Advance hire, prepaid expenses and other current assets	19,086,893		(24,935,427)
Accounts payable, accrued expenses and other current liabilities	(8,939,313)		16,983,215
Deferred revenue	(11,321,354)		19,405,751
Net cash provided by operating activities	134,801,400		61,745,306

Investing activities
Purchase of vessels and vessel improvements	(35,740,482)		(194,620,582)
Proceeds from sale of vessels	8,400,000		—

Advances for Vessel Purchases	—		(1,990,000)
Purchase of equipment and internal use software	(653,452)		(42,963)
Contributions to non-consolidated subsidiaries	(515,162)		(1,138,835)

Net cash used in investing activities	(28,509,096)		(197,792,380)

Financing activities


Proceeds from long-term debt	8,500,000		79,150,000
Payments of financing and issuance costs	(466,544)		(2,046,450)
Payments of long-term debt	(15,443,115)		(61,960,469)
Proceeds from finance leases	15,000,000		141,166,978
Payments on finance lease obligation	(15,834,059)		(9,919,514)
Payments on other long-term liability	(5,000,000)		(2,500,000)
Dividends paid to non-controlling interests	(5,000,000)		(3,333,334)
Common stock accrued dividends paid	(13,414,984)		(5,535,261)
Cash paid for incentive compensation shares relinquished	(407,898)		(150,015)

Contributions from non-controlling interests	—		9,182,423
Payments to non-controlling interest recorded as long-term liability	(2,050,000)		(195,598)
Net cash (used in) provided by financing activities	(34,116,600)		143,858,760

Net increase in cash and cash equivalents	72,175,704		7,811,686
Cash and cash equivalents at beginning of period	56,208,902		48,397,216
Cash and cash equivalents at end of period	$	128,384,606	$	56,208,902

Supplemental cash flow items:
Cash paid for interest	$	14,906,972	$	9,088,684

Pangaea Logistics Solutions Ltd.

Reconciliation of Non-GAAP Measures

(unaudited)


	For the three months ended				For the twelve months ended
	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Net Transportation and Service Revenue
Gross Profit	$	22,700,870	$	35,102,473	$	129,050,037	$	97,938,881
Add:
Vessel Depreciation and amortization	7,471,538		6,504,554		29,376,777		22,874,061
Net transportation and service revenue	$	30,172,408	$	41,607,027	$	158,426,814	$	120,812,942

Adjusted EBITDA
Net Income	$	15,812,044	$	17,593,709	$	85,507,704	$	72,373,704
Interest expense, net	4,405,503		3,744,058		21,489,578		11,514,138
Depreciation and amortization	7,529,397		6,522,946		29,489,810		22,974,249
EBITDA	27,746,944		27,860,713		136,487,092		106,862,091
Non-GAAP Adjustments:
Loss on impairment of vessels	—		—		3,007,809		—
Loss on sale of vessels	—		—		318,032		—
Share-based compensation	309,754		367,939		1,767,726		2,102,897
Unrealized (gain) loss on derivative instruments, net	(1,192,416)		9,784,274		(682,323)		(3,886,201)
Adjusted EBITDA	$	26,864,282	$	38,012,926	$	140,898,336	$	105,078,787

Earnings Per Common Share
Net income attributable to Pangaea Logistics Solutions Ltd.	$	15,502,601	$	15,150,156	$	79,491,413	$	67,226,833

Weighted average number of common shares - basic	44,435,664		44,004,980		44,398,987		43,997,311
Weighted average number of common shares - diluted	44,985,969		44,689,309		45,059,587		44,848,997

Earnings per common share - basic	$	0.35	$	0.34	$	1.79	$	1.53
Earnings per common share - diluted	$	0.34	$	0.34	$	1.76	$	1.50

Adjusted EPS
Net income attributable to Pangaea Logistics Solutions Ltd.	$	15,502,601	$	15,150,156	$	79,491,413	$	67,226,833
Non-GAAP
Add:
Loss on impairment of vessels	—		—		3,007,809		—
Loss on sale of vessels	—		—		318,032		—
Unrealized (gain) loss on derivative instruments, net	1,192,416		(9,784,274)		682,323		3,886,201
Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd.	$	14,310,185	$	24,934,430	$	82,134,931	$	63,340,632

Weighted average number of common shares - basic	44,435,664		44,004,980		44,398,987		43,997,311
Weighted average number of common shares - diluted	44,985,969		44,689,309		45,059,587		44,848,997

Adjusted EPS - basic	$	0.32	$	0.57	$	1.85	$	1.44
Adjusted EPS - diluted	$	0.32	$	0.56	$	1.82	$	1.41

INFORMATION ABOUT NON-GAAP FINANCIAL MEASURES. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America.

To supplement our consolidated financial statements prepared and presented in accordance with GAAP, this earnings release discusses non-GAAP financial measures, including non-GAAP net revenue, non-GAAP adjusted EBITDA and non-GAAP Adjusted EPS. These are considered non-GAAP financial measures as defined in Rule 101 of Regulation G promulgated by the Securities and Exchange Commission. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

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

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

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

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

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

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

About Pangaea Logistics Solutions Ltd.

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) provides logistics services to a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, and limestone. The Company addresses the transportation needs of its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Learn more at www.pangaeals.com.

Investor Relations Contacts


Gianni Del Signore						Noel Ryan or Stefan Neely
Chief Financial Officer
401-846-7790
Investors@pangaeals.com						PANL@val-adv.com

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

EX-99.2 3 earningspresentation.htm EX-99.2 INVESTOR PRESENTATION earningspresentation

Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns 4Q22 Earnings Call Presentation

2 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Safe Harbor 4Q22 Earnings Call Presentation This presentation may include certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Pangaea’s and managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Pangaea’s business. These risks, uncertainties and contingencies include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which Pangaea is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of logistics and shipping services; general economic conditions; geopolitical events and regulatory changes; and other factors set forth in Pangaea’s filings with the Securities and Exchange Commission and the filings of its predecessors. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that certain of Pangaea’s financial results are unaudited and do not conform to SEC Regulation S-X and as a result such information may fluctuate materially depending on many factors. Accordingly, Pangaea’s financial results in any particular period may not be indicative of future results. Pangaea is not under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

3 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns 4Q22 and FY2022 Performance Summary Strong operating results highlight flexible, value-oriented business model Superior TCE rate driven by long-term COAs and cargo-focused strategy resulted in TCE rates exceeding the benchmark average Baltic Panamax and Supramax indices by 41%+ in 4Q22 and 22%+ for FY2022. The expansion of the owned fleet, a focus on improved utilization and execution on unique chartered-in strategy all resulted in Adjusted EBITDA margin expansion of 480 bps Y/Y in 4Q22 and 550 bps Y/Y for FY2022. In January 2023, sold the Bulk Newport, a 10-year-old vessel, for $9.2 million. The Company will continue to evaluate additional vessel purchases or divestitures in order to meet customer demand and maintain a modern ocean-going fleet. Significant Y/Y increase in liquidity driven by a $15 million Y/Y increase in operating cash flow generation. Net leverage ratio at 12/31/22 of 1.2x TTM Adjusted EBITDA. Continue to execute on key capital allocation priorities, maintaining cash dividend of $0.10 per common share, paid on March 15th. Positive full-year 2023 outlook driven by strong supply fundamentals. Through March 14, 2023, 3,970 days performed at an average of $15,065/day.

4 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns 4Q22 and FY2022 Performance Summary (Continued) Adjusted EBITDA $s in Millions Adjusted EPS $s per Share TCE Rate $s per Shipping Day Operating Cash Flow $s in Millions $ 27 $ 38 $ 14 1 $ 10 5 4 Q22 4 Q21 FY 20 22 FY 20 21 $ 0 .32 $ 0 .56 $ 1.8 2 $ 1.4 1 4 Q22 4 Q21 FY 20 22 FY 20 21 $ 20 ,0 23 $ 32,56 3 $ 24 ,4 34 $ 25,0 56 4 Q22 4 Q21 FY 20 22 FY 20 21 $ 32.9 $ 19 .1 $ 134 .8 $ 6 1.7 4 Q22 4 Q21 FY 20 22 FY 20 21

5 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Outperforming Industry Benchmark Our TCE has exceeded the market by an average of 30% on a trailing 5-year basis Cargo Focused Business Model Consistently Delivers Above- Market Performance • Current 1Q23 projected TCE rate of $15,065, a 43% premium to the market average through the quarter*. • Our niche, higher- margin trades remain a key area of differentiation * Q1 23 estimated TCE performance based on shipping days performed through March 14, 2023 **Average of the published Panamax and Supramax indices, net of commission - 1,000 2,000 3,000 4,000 5,000 6,000 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 4Q22 1Q23E* D ay s TC E R at e ($ s p er S h ip p in g D ay ) PANL Total Shipping Days PANL TCE Rate Market Average Rate**

6 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Recent Vessel Acquisitions Disciplined acquiror of complementary assets MV Bulk Sachuest - Supramax MV Bulk Courageous - Ultramax MV Bulk Promise - Panamax MV Bulk Valor - Supramax MV Bulk Concord - Panamax MV Nordic Nuluujaak – Post Panamax(1) MV Nordic Qinnqua – Post Panamax(1) MV Nordic Sanngijug – Post Panamax(1) MV Nordic Siku – Post Panamax(1) (1) Vessels are owned through a Joint Venture, of which Pangaea owns 50%. 2021 Purchased 7 vessels for $205 million 2022 Purchased 2 vessels for $37 million

7 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Return of Capital Program Stable quarterly cash dividend supported by stable profitability Annual Dividend Payout Ratio % of Adjusted Net Income Total Annual Cash Dividend Paid $s per Share Annual Dividend Coverage Ratio Ratio of Operating Cash Flow to Dividends Issued $0.11 $0.02 $0.11 $0.30 2019 2020 2021 2022 24 .4 % 6 .3% 7.4 % 16 .5% 20 19 20 20 20 21 20 22 Ta rg e te d d ivid e nd p o licy is a im e d towa rd sust a ina b ilit y t h ro ug h the cyc le Divid e nd p ayo ut ha s inc re a se d a m id favo ra b le m a rke t co nd it io ns a nd st ra te g ic exe c u t io n Im p rove d m a rg ins a nd c a sh co nve rs io n sup p o rt d ivid e nd cove ra g e d e sp ite vo la t ile d ry b u lk m a rke t 9.9x 22.9x 11.2x 10.1x 2019 2020 2021 2022

8 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Balance Sheet Update Ample liquidity to support ongoing growth of business O p p o rtun ist ic a lly inve ste d in ow ne d sh ip fle e t d uring 20 21 a m id a t t ra c t ive m a rke t d yna m ic s Re p a id ove r $ 30 m illio n in d e b t d uring 20 22 th ro ug h fre e c a sh flow a nd ve sse l sa le s Ca p it a l a llo c a t io n p rio rit ie s w ill b e b a la nce d b e twe e n d e b t re p aym e nt , fle e t inve stm e nt , o p p o rtun ist ic M&A a nd sha re ho ld e r re tu rns $ 125.0 $ 127.8 $ 116 .4 $ 255.5 $ 175.6 $ 56 .1 $ 53.1 $ 4 6 .9 $ 56 .2 $ 128 .4 2.21x 2.40x 2.73x 2.43x 1.25x 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 3.0x $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 2018 2019 2020 2021 2022 TT M N et D eb t/ A d j. E B IT D A $s in M ill io n s Total Net Debt Total Cash Net Leverage

9 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Macro Shipping Outlook Focused on providing comprehensive logistics solutions with targeted dry bulks Near Term Outlook (1H23) Medium Term Outlook (Full-Year 2023) Long-Term Outlook (2023-2025) • Recovery of China economy is expected to be a positive for demand • US Infrastructure spending is beginning to ramp up, creating favorable tailwinds for construction related raw materials • Normal seasonality is expected to be amplified by pre-recession demand slowdowns in Europe and North America • Significant decline in vessel manufacturing will constrain ship supply and tighten the overall dry bulk market • Trade disruptions resulting from geopolitical tensions are expected to increase ton mile demand • Current risk to medium-term rate improvement is a more pronounced global recession • Clarity in emissions free fuel alternatives creates opportunity for fleet renewal and niche offerings • Supply chain reorganizations provide the opportunity for the Company to grow its logistics offerings with new and existing customers • Emissions regulations will continue to put pressure on markets as fleets age amid limited new and compliant vessels are built

10 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Value Creation Strategy Durable business model insulated from macro volatility – focused on deploying capital to drive above-sector growth Integrated shipping- logistics model • Provide solutions to customer supply chain issues • More efficient, lower total cost of delivery for customer • Adds volume and margins to PANL ocean freight offerings High fleet utilization • Utilize chartered in fleet to arbitrage vessel positions and provide more revenue days Organic investment • Offer cargo movement beyond ocean transportation • Expand owned fleet for growth using our unique business plan • Apply consistent approach to expand and renew fleet Inorganic investment • Purchase vessels for direct and immediate impact to operating margins and cash flow • Acquire logistics companies to grow in logistics sector Return of capital • Sustain consistent dividend approach, not a payout formula • Conserve capital for fleet renewal and opportunistic growth • Compensate for volatility of sector by maintaining reasonable liquidity Balance sheet optionality • Promote historical lending relationships, sustainable business plan, and consistent performance to help provide favorable lending terms • Maintain low net leverage and substantial free cash generation to provide flexibility in financing growth projects • Consider joint ventures to help mitigate risks and create synergies

11 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Investment Conclusion Small-cap growth play with stable return of capital program Integrated shipping-logistics model delivering consistent, above-market returns Focused on consistently high fleet utilization to drive operating leverage Positioned to benefit from tightening global supply of dry- bulk vessels amid continued demand growth On-shore logistics offering provides significant, incremental revenue opportunities Leading position within Ice-Class trades supports superior earned TCE rates Disciplined capital allocation strategy Long-term cargo-based contracts provide multi-year demand visibility Significant balance sheet optionality to pursue growth, low net leverage

Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Appendix

13 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Selected Balance Sheet Data (in thousands,may not foot due to rounding) December 31, 2022 December 31, 2021 Current Assets Cash and cash equivalents 128,385$ 56,209$ Accounts receivable, net 36,755 54,259 Other current assets 57,371 73,495 Total current assets 222,511 183,964 Fixed assets, including finance lease right of use assets, net 520,446 517,109 Advances for vessel purchases - 1,990 Other Non-current Assets 5,284 3,962 Total assets 748,241$ 707,024$ Current liabilities Accounts payable, accrued expenses and other current liabilities 38,554$ 49,154$ Related party debt - 243 Current portion long-term debt and finance lease liabilities 32,148 29,923 Other current liabilities 21,510 32,419 Total current liabilties 92,212 111,739 Secured long-term debt and finance lease liabilities, net 267,334 276,796 Other long-term liabilities 19,974 17,807 Total Pangaea Logistics Solutions Ltd. equity 314,226 247,202 Non-controlling interests 54,495 53,479 Total stockholders' equity 368,722 300,681 Total liabilities and stockholders' equity 748,241$ 707,024$

14 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Selected Income Statement Data (in thousands,may not foot due to rounding) 2022 2021 2022 2021 (unaudited) (unaudited) Revenues: Voyage revenue 117,340$ 202,504$ 640,034$ 614,482$ Charter revenue 10,584 32,055 59,673 103,622 Total revenue 127,923 234,558 699,707 718,104 Expenses: Voyage expense 54,214 65,266 262,089 219,623 Charter hire expense 28,157 114,992 222,332 334,953 Vessel operating expenses 15,380 12,693 56,859 42,715 General and administrative 3,908 4,290 20,103 18,966 Depreciation and amortization 7,529 6,523 29,490 22,974 Loss on impairment of vessels - - 3,008 - Loss on sale of vessels - - 318 - Total expenses 109,188 203,764 594,199 639,232 Income from operations 18,735 30,794 105,508 78,872 Total other (expense) income, net (2,923) (13,201) (20,000) (6,499) Net income 15,812 17,594 85,508 72,374 Income attributable to noncontrolling interests (309) (2,444) (6,016) (5,147) Net income attributable to Pangaea Logistics Solutions Ltd. 15,503$ 15,150$ 79,491$ 67,227$ Twelve months ended December 31Three months ended December 31,

15 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Reconciliation of Non-GAAP Measures (unaudited) (1) Ad jus t e d EBITDA re p re se n t s ne t inc o m e (o r lo ss ) , d e t e rm ine d in a c c o rd a nc e w ith U.S. GAAP, e xc lud ing in t e re s t e xp e nse , inc o m e t a xe s , d e p re c ia t io n a nd a m o rt iza t io n , lo ss o n sa le a nd le a se b a c k o f ve sse ls , sha re -b a se d c o m p e nsa t io n a nd o the r no n-o p e ra t ing inc o m e a nd / o r e xp e nse , if a ny. 12/31/2022 12/31/2021 12/31/2022 12/31/2021 Net Transportation and Service Revenue Gross Profit 22,700,870$ 35,102,473$ 129,050,037$ 97,938,881$ Add: Vessel Depreciation and amortization 7,471,538 6,504,554 29,376,777 22,874,061 Net transportation and service revenue 30,172,408$ 41,607,027$ 158,426,814$ 120,812,942$ Adjusted EBITDA Net Income 15,812,044$ 17,593,709$ 85,507,704$ 72,373,704$ Interest expense, net 4,405,503 3,744,058 21,489,578 11,514,138 Depreciation and amortization 7,529,397 6,522,946 29,489,810 22,974,249 EBITDA 27,746,944 27,860,713 136,487,092 106,862,091 Non-GAAP Adjustments: Loss on impairment of vessels - - 3,007,809 - Loss on sale of vessels - - 318,032 - Share-based compensation 309,754 367,939 1,767,726 2,102,897 Unrealized (gain) loss on derivative instruments, net (1,192,416) 9,784,274 (682,323) (3,886,201) Adjusted EBITDA (1) 26,864,282$ 38,012,926$ 140,898,336$ 105,078,787$ For the three months ended For the twelve months ended

16 Co nfid e n t ia l: Pa ng a e a Lo g is t ic s So lu t io ns Reconciliation of Non-GAAP Measures (unaudited) 12/31/2022 12/31/2021 12/31/2022 12/31/2021 Earnings Per Common Share Net income attributable to Pangaea Logistics Solutions Ltd. 15,502,601$ 15,150,156$ 79,491,413$ 67,226,833$ Weighted average number of common shares - basic 44,435,664 44,004,980 44,398,987 43,997,311 Weighted average number of common shares - diluted 44,985,969 44,689,309 45,059,587 44,848,997 Earnings per common share - basic 0.35$ 0.34$ 1.79$ 1.53$ Earnings per common share - diluted 0.34$ 0.34$ 1.76$ 1.50$ Adjusted EPS Net income attributable to Pangaea Logistics Solutions Ltd. 15,502,601$ 15,150,156$ 79,491,413$ 67,226,833$ Non-GAAP Add: Loss on impairment of vessels - - 3,007,809 - Loss on sale of vessels - - 318,032 - Unrealized (gain) loss on derivative instruments, net 1,192,416 (9,784,274) 682,323 3,886,201 Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions L 14,310,185 24,934,430 82,134,931 63,340,632 Weighted average number of common shares - basic 44,435,664 44,004,980 44,398,987 43,997,311 Weighted average number of common shares - diluted 44,985,969 44,689,309 45,059,587 44,848,997 Adjusted EPS - basic 0.32$ 0.57$ 1.85$ 1.44$ Adjusted EPS - diluted 0.32$ 0.56$ 1.82$ 1.41$ For the three months ended For the twelve months ended