Pangaea Logistics Solutions PANL Form 10-Q filing Q2 FY2026

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

UnauditedCondensed Consolidated Balance Sheets as ofJune 30, 2026 and December 31, 2025 3

Unaudited Condensed Consolidated Statements of Operationsfor the threeand sixmonths endedJune 30, 2026 and 2025 4

Unaudited Condensed Consolidated Statements of Stockholders' Equityfor the threeand sixmonths endedJune 30, 2026 and 2025 5

Unaudited Condensed Consolidated Statements of Cash Flowsfor thesix#i14fe2e530ae04365942e6c6080eb2f0e_25months ended#i14fe2e530ae04365942e6c6080eb2f0e_25June 30, 2026 and 2025 6

Notes to Consolidated Financial Statements (unaudited) 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 28

Item 3. Quantitative and Qualitative Disclosures about Market Risks 38

Item 4. Controls and Procedures 38

PART II OTHER INFORMATION

Item 1. Financial Statements (unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(1) Common stock has a par value of $0.0001 per share. Amounts are presented in thousands, and therefore par value amounts are not reflected.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Pangaea Logistics Solutions, Ltd.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(U.S. Dollars in thousands, except for share and per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Note 1 - General Information and Recent Events

The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea”, “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.

As of June 30, 2026, the Company's owned fleet consisted of two Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax, four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. In addition, the Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels.

The Company owns port and terminal operations located in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana. Additionally, the Company also holds a 50% equity interest in the owner of a deck barge.

Note 2 - Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete condensed financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Unless otherwise indicated, amounts are presented in thousands of U.S. dollars, except for share and per share amounts and certain operating metrics, including time charter equivalent (“TCE”) rates, operating expenses per day, and Baltic Dry Index (“BDI”) data.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates include revenue recognition for voyages in progress, the allowance for credit losses, the estimated salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment. Actual results could differ from those estimates.

Effective January 1, 2026, the Company revised certain assumptions used in determining vessel depreciation, including estimated useful lives and residual (scrap) values of its vessels. These revisions were accounted for prospectively as a change in accounting estimate. The Company increased its estimated vessel scrap value from $300 per light weight ton (“lwt”) to $400 per lwt., based on management's evaluation of long-term historical scrap price trends obtained from a third-party data provider, as well as consideration of industry practices. The Company also standardized the estimated useful lives of its dry bulk vessels to 25 years from delivery, which shortened the depreciation period for 26 of its 38 vessels.

The increase in depreciation expense resulting from the shorter estimated useful lives of certain vessels exceeded the reduction in depreciation expense resulting from the higher scrap value. As a result, depreciation expense increased, and net income decreased, by approximately $1.6 million, or $0.03 per basic and diluted share, for the three months ended June 30, 2026, and by approximately $3.3 million, or $0.05 per basic and diluted share, for the six months ended June 30, 2026. The Company expects depreciation expense to increase by approximately $2.8 million for the remaining six months of 2026.

Concentration of credit risk

The Company’s accounts receivable balance includes outstanding receivables from one significant customer that comprises 23% of accounts receivable as of June 30, 2026.

Advance hire, prepaid expenses and other current assets

Advance hire, prepaid expenses and other current assets were comprised of the following:

Goodwill

We conducted our annual qualitative assessment of goodwill as of June 1, 2026, 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 June 30, 2026, no events or changes in circumstances occurred that would necessitate a further impairment review.

Other non-current assets

Other non-current assets were comprised of the following:

(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 to 5 years. No new intangible assets were recognized during the three and six months ended June 30, 2026.

The Company recognized earnings from equity method investments during the six months ended June 30, 2026; the Company received $1.1 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:

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 June 30, 2026, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the condensed consolidated statements of operations 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 June 30, 2026, the Company had ten vessels chartered to customers under time charters that included a lease. These ten leases varied in original length from 28 days to 72 days. The total lease payments remaining as of June 30, 2026 under these arrangements were approximately $5,397. All time charters are scheduled to be completed within 57 days, and no lease payments extend beyond August 2026.

At June 30, 2025, the Company had three vessels chartered to customers under time charters that included a lease. These three leases varied in original length from 34 days to 35 days. The lease payments due under these arrangements were approximately $593, all of which was received within the 18 days following June 30, 2025.

The Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

The Company does not have any sales-type or direct financing leases.

The Company has four non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.

Revenue Recognition

In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, which are recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.

The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.

During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo. The consideration in such a contract is determined on the basis of a rate per unit of cargo handled. The contract may contain minimum quantities. Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

The Company’s contracts with customers, including voyage charters and stevedoring service contracts, generally have original expected durations of one year or less. In accordance with the practical expedient in ASC 606-10-50-14, the Company has elected not to disclose the amount of remaining performance obligations for these contracts. As of June 30, 2026, the Company did not have any material unsatisfied performance obligations that are required to be disclosed.

Deferred Revenue

All deferred revenue recorded on the consolidated balance sheets as of December 31, 2025, was recognized during the six months ended June 30, 2026.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient that permits entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company adopted the amendments and elected the practical expedient effective January 1, 2026. The adoption did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB released ASU 2024-03, which focuses on Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires the disclosure of additional information regarding specific expense categories in the financial statement notes. It becomes effective for annual periods starting after December 15, 2026, and for interim periods starting after December 15, 2027, with early adoption permitted. The update can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently assessing the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This update provides guidance on identifying the accounting acquirer when a variable interest entity that meets the definition of a business is acquired primarily through the exchange of equity interests. The standard becomes effective for annual periods beginning after December 15, 2026, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-03 on its accounting and disclosures related to business combinations.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify the interim financial statement disclosure requirements and establish a principle requiring disclosure of events occurring since the end of the most recent annual reporting period that have a material effect on an entity. For public business entities, the amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the amendments on its interim financial statement disclosures.

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:

(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 June 30, 2026 and December 31, 2025, the Company held cash and cash equivalents in the following subsidiaries:

(1) Held by 100% owned Pangaea consolidated subsidiaries

(2) Held by a 67% owned Pangaea consolidated subsidiary

(3) Held by a 50% owned Pangaea consolidated subsidiary.

Note 4 - Fixed Assets

As of June 30, 2026, the Company’s fleet consisted of thirty-eight dry bulk vessels and one barge. Certain vessels were financed through financing obligations recognized in failed sale-leaseback transactions, and one vessel was financed through a finance lease arrangement.

(1) Vessels are owned by NBHC, a consolidated entity in which the Company has a two-thirds ownership interest at June 30, 2026 and December 31, 2025, respectively.

(2) Barge is owned by a 50% owned consolidated subsidiary at June 30, 2026 and December 31, 2025, respectively.

(3) On May 18, 2026, the Company completed the sale of the M/V Bulk Xaymaca for $9.6 million and recognized a loss on write-down of vessel held for sale of approximately $0.4 million during the six months ended June 30, 2026.

Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.

The Company performs this assessment at the individual vessel level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

During the six months ended June 30, 2026, the Company classified one vessel as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, resulting in the recognition of a loss on sale. The vessel was subsequently sold in May 2026 for approximately $9.6 million.

For the remaining vessels, the Company concluded that no indicators of impairment were present during the six months ended June 30, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the six months ended June 30, 2025.

Note 5 - Debt

As of June 30, 2026 and December 31, 2025, the Company’s outstanding long-term debt consists of the following:

(1) As of June 30, 2026.

(2) Interest rates on the loan facilities are fixed.

(3) The borrower under this facility is NBHC. The Company has two-thirds ownership interest and an independent third party has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.

(4) This facility is secured by the vessels m/v Bulk Endurance, m/v Bulk Brenton, and Bulk Patience, and is guaranteed by the Company.

$0.1 million Equipment Financing Arrangement

On February 6, 2026, Pangaea Baltimore LLC, a wholly-owned subsidiary of the Company, entered into a $0.1 million equipment financing arrangement with Wells Fargo Vendor Financial Services, LLC in connection with the purchase of a 2026 Bobcat T86 compact track loader. The total amount financed under the agreement was $144, inclusive of fees. The financing arrangement does not bear stated interest and is payable in 48 equal monthly installments of approximately $3, with a final maturity date in 2030. The obligations are secured by the financed equipment and are subject to customary events of default and acceleration provisions.

$0.7 million Equipment Financing Arrangement

On May 1, 2026, Pangaea Florida LLC, a wholly-owned subsidiary of the Company, entered into equipment financing arrangements totaling approximately $0.7 million for the purchase of two 2026 Caterpillar 938 wheel loaders. The arrangements bear interest at 4.15% and are payable in 60 equal monthly installments. The obligations are secured by the financed equipment. Each arrangement financed approximately $0.3 million, for a combined amount of approximately $0.7 million.

The future minimum payments under the debt agreements are as follows:

Financial Covenants

All the loan terms and key financial covenants for all outstanding debt as of December 31, 2025, remain unchanged as of June 30, 2026. Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of June 30, 2026 and December 31, 2025.

Financing Obligations Recognized in Failed Sale Leaseback Transactions

The following vessels were acquired through failed sale-leaseback transactions and are accounted for as financing obligations. These transactions do not qualify as leases under ASC 842 because the Company retains control of the vessels and is contractually obligated to repurchase them.

As of June 30, 2026 and December 31, 2025, the Company’s financing obligation consists of the following:

(1) As of June 30, 2026 including the effect of interest rate cap if any.

(2) Interest rates on the loan facilities are fixed.

(3) The Company entered into an interest rate cap on a portion of these facilities effective through the fourth quarter 2026, which caps the SOFR at 3.51%.

(4) The Company entered into a 10-year ground lease agreement with the Tampa Port Authority, commencing on April 22, 2024.

All the obligation terms and financial covenants for all outstanding financing obligations as of December 31, 2025, remain unchanged as of June 30, 2026. The Company was in compliance with all financial covenants as of June 30, 2026 and December 31, 2025. All outstanding financing obligations are secured by the respective underlying assets.

Note 6 - Finance Leases

At June 30, 2026, the Company had an outstanding finance lease liability related to the M/V Bulk Destiny under the Bulk Nordic Five Ltd. facility. During the six months ended June 30, 2026, the Company exercised and completed on its purchase option under the Bulk PODS Ltd. arrangement related to the M/V Bulk Xaymaca, and no finance lease liability remained outstanding under that facility as of June 30, 2026. The Bulk Nordic Five Ltd. arrangement was entered into before the adoption of ASC 842 and continues to be accounted for as a finance lease under the transition provisions applicable to arrangements previously classified under ASC 840.

Finance leases consist of the following as of June 30, 2026 and December 31, 2025:

(1) Interest rates on the loan facilities are fixed.

(2) On January 13, 2026, the Company exercised its purchase option under the Bulk PODS financing arrangement. The transaction closed on March 16, 2026 for $1.3 million, and no gain or loss was recognized upon closing.

The following table provides details of the Company's future minimum lease payments under finance and operating lease liabilities recorded on the Company's consolidated balance sheets as of June 30, 2026.

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 manage its exposure to interest rate movements. The Company uses an interest rate cap that provides for payments from the counterparty when the applicable interest rate exceeds the contractual strike rate. The interest rate cap is not designated as a hedging instrument for accounting purposes, and changes in its fair value are recognized in earnings.

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 June 30, 2026 and December 31, 2025:

(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.

(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.

The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of the Company’s floating rate debt approximate fair value as the applicable interest rates are variable and reflective of current market rates.

The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:

Note 8 - Related Party Transactions

Accounts payable to related parties consist of the following:

i.MTM Ship Management (“MTM”) is considered a related party because a former member of the Company’s Board of Directors, Christina Tan, has an indirect ownership interest in MTM. Ms. Tan is a partial owner of Strategic Investment LLC, which beneficially owns approximately 29% of the Company’s outstanding common shares and has an indirect ownership interest in MTM. Ms. Tan resigned from the Company’s Board of Directors on December 18, 2025.

ii.Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda. - a wholly-owned Company of a member of the Board of Directors.

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 June 30, 2026 and June 30, 2025, the Company incurred technical management fees of approximately $651 and $563 under this arrangement. During the six months ended June 30, 2026 and June 30, 2025, the Company incurred technical management fees of approximately $1,302 and $1,125 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 5 months to 54 months, some of which include options to extend or terminate. The Company’s lease agreements do not contain material residual value guarantees or restrictive covenants. The weighted-average remaining lease term was 3.41 years as of June 30, 2026. The Company also has certain office equipment leases, which are excluded from the office lease disclosures because they are immaterial.

The following table summarizes the Company’s office lease commitments as of June 30, 2026.

In March 2026, the Company modified its Greece office lease to extend lease term by 36 months starting from October 1, 2026.

For the three months ended June 30, 2026 and 2025, the Company recognized approximately $111 and $50, respectively, as lease expense for office leases in General and Administrative Expenses. For the six months ended June 30, 2026 and 2025, the Company recognized approximately $221 and $100, respectively, as lease expense for office leases in General and Administrative Expenses.

As of June 30, 2026, future minimum rentals under all of our operating leases are as follows:

Legal Proceedings and Claims

The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.

Note 10 – Stockholders’ Equity

Dividends Paid

Total cash dividends paid were approximately $7.1 million for the six months ended June 30, 2026.

Changes in Outstanding Shares

The following table summarizes changes in the number of shares of common stock outstanding for the six months ended June 30, 2026:

Note 11 - Net Income per Common Share

Basic net income (loss) per common share is based on the weighted-average number of common shares outstanding during the applicable periods. Diluted net income (loss) per common share includes the effect of potential common shares when dilutive.

For the three months ended June 30, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced both basic and diluted net income per common share by approximately $0.03. For the six months ended June 30, 2026, the change in accounting estimate related to vessel depreciation increased depreciation expense and reduced both basic and diluted net income per common share by approximately $0.05.

For the three months ended June 30, 2026, approximately 407,619 shares of restricted stock awards were excluded from the calculation of diluted net income per common share because their effect would have been anti-dilutive. For the six months ended June 30, 2026, approximately 443,243 shares of restricted stock awards were excluded from the calculation of diluted net income per common share because their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, the Company reported net losses of approximately $2.7 million and $4.7 million, respectively. Accordingly, all potential common shares were anti-dilutive, and diluted net loss per common share was equal to basic net loss per common share for those periods.

The following table summarizes the calculation of basic and diluted 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 June 30, 2026 and 2025, the Company recognized expense of approximately $69 and $55, respectively, related to these matching contributions. For the six months ended June 30, 2026 and 2025, the Company recognized an expense of approximately $200 and $233 for matching contributions.

Note 13 – Segment Information and Geographic Data

The Company's shipping segment focuses on providing seaborne dry bulk logistics and transportation services. This segment's goal is to generate both current income and capital appreciation through voyage and time charter agreements. Vessels that are owned or chartered by the Company operate globally, resulting in voyage and charter revenues from various geographic regions.

The CEO, acting as the Chief Operating Decision Maker (CODM), assesses profitability and asset performance using Time Charter Equivalent ("TCE") revenues. The primary expense analyzed by the CODM is voyage expenses, which are reported separately in the condensed consolidated statements of operations. TCE is a non-GAAP performance measure widely used in the shipping industry and is considered by management to be the key indicator of vessel operating performance.

In assessing performance and making resource allocation decisions, the CODM reviews both segment-level results and the Company’s consolidated financial results, which are prepared in accordance with U.S. GAAP.

The following tables present selected financial information with respect to our reportable segment:

(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.

Geographical Disclosure

Revenue from external customers is attributed to geographic areas as follows:

(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.

Note 14 - Subsequent Events

On August 6, 2026, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, payable on September 15, 2026, to shareholders of record as of the close of business on September 1, 2026.

Item 1A – Risk Factors

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect the Company's business, financial condition, or future results.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

Key Operating Metrics

(1) Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).

(2) Time Charter Equivalent (“TCE”) rate is a non-GAAP measure commonly used in the shipping industry and represents shipping segment revenue, consisting of voyage revenue and charter revenue, less voyage expenses, divided by total shipping days.

Non-GAAP Financial Measures

Management uses certain non-GAAP financial measures to evaluate the Company’s operating performance. These measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with U.S. GAAP.

The reconciliation of Gross profit to Adjusted Gross Profit and Net income to Adjusted EBITDA is as follows:

(1) Adjusted gross profit is defined as GAAP gross profit excluding transportation and service depreciation and amortization. Management believes this measure provides investors with additional insight into the operating performance of the Company’s shipping, terminal and stevedoring operations by excluding non-cash depreciation and amortization expenses associated with vessels and terminal and stevedoring assets. Adjusted gross profit is not a measure recognized under U.S. GAAP and should not be considered an alternative to gross profit, operating income or net income. The Company’s definition of adjusted gross profit may not be comparable to similarly titled measures used by other companies.

(2) Adjusted EBITDA represents net income before interest expense, interest income, income taxes, depreciation and amortization, gain or loss on sale of vessels, share-based compensation, unrealized gains or losses on derivative instruments and other non-operating or non-recurring items, if any. Management uses Adjusted EBITDA as a supplemental performance measure and believes it provides investors with useful information to evaluate the Company’s operating performance and its ability to generate cash flows from operations. Adjusted EBITDA is also reviewed periodically as a measure of financial performance by the Company’s Board of Directors. Adjusted EBITDA is not a measure recognized under U.S. GAAP and should not be considered an alternative to net income, operating income or any other indicator of operating performance prepared in accordance with U.S. GAAP.

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 2,751 for the second quarter of 2026, up approximately 87%, compared to an average of 1,467 for the same quarter of 2025. The average published market rates for Panamax, Supramax, and Handysize vessels, reflecting the composition of the company's fleet, also increased approximately 59%, to an average of $16,502 in the second quarter of 2026 from $10,347 in the same period of 2025.

As a result of the industry's volatility, we have experienced fluctuations in our quarterly and annual operating results in the past, and we expect to continue experiencing such fluctuations in the future due to various factors, including cargo demand, vessel supply, competition, and seasonality.

Quarterly TCE Performance

For the three months ended June 30, 2026, the Company's TCE rates were up 50% to $18,153 from $12,108 for the three months ended June 30, 2025. The Company's achieved TCE rates increased from the previous quarter as overall dry bulk market rates strengthened for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The Company's achieved TCE rate for the three months ended June 30, 2026 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.

Second Quarter Highlights

• Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $10.2 million for three months ended June 30, 2026 as compared to a net loss of approximately $2.7 million for the same period of 2025.
• Diluted net income per share was $0.16 for three months ended June 30, 2026, as compared to diluted net loss per share of $0.04 for the same period in 2025.
• Pangaea's TCE rates were $18,153 for the three months ended June 30, 2026 and $12,108 for the three months ended June 30, 2025.
• Adjusted EBITDA was $35.0 million and $15.6 million for the three months ended June 30, 2026 and June 30, 2025, respectively.
• At the end of the quarter, Pangaea had $105.9 million in cash, cash equivalents, and restricted cash.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Revenues

Pangaea’s revenues are derived predominately from voyage, time charters, and terminal and stevedore revenue. Total revenue for the three months ended June 30, 2026, was $187.1 million, compared to $156.7 million for the same period in 2025, a 19% increase. The increase in revenues was primarily driven by improved market freight rates. TCE rates increased to $18,153 per day in the second quarter of 2026 from $12,108 per day in the second quarter of 2025, while total shipping days decreased from 6,222 days to 5,735 days. Revenues also benefited from higher terminal and stevedore revenues.

The components of our revenue are as follows:

Voyage Revenues: Voyage revenues increased by $25.4 million, or 17% for the three months ended June 30, 2026 to $171.7 million compared to $146.3 million for the same period in 2025. The increase was primarily due to higher market freight rates. The average Baltic Dry Index (“BDI”) for the second quarter of 2026 was 88% higher than in the comparable prior-year period, reflecting increased demand for dry bulk shipping and constrained vessel supply. The impact of higher freight rates was partially offset by an 11% decrease in voyage days, from 5,575 in the three months ended June 30, 2025 to 4,951 for the three months ended June 30, 2026.

Charter Revenues: Charter revenues increased by 67%, to $11.5 million for the three months ended June 30, 2026, compared to $6.9 million for the same period in 2025. The increase was primarily driven by an improvement in average market charter rates, as the Panamax, Supramax, and Handysize indices increased by 59% from $10,347 per day to $16,502 per day year-over-year. The increase was also due to a 21% increase in time charter days, which increased from 647 to 784 days. The Company’s flexible chartering strategy enables the Company to selectively release excess ship days, if any, into the market under time charter arrangements rather than voyage days.

Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 11% to $4.0 million for the three months ended June 30, 2026, compared to $3.6 million for the same period in 2025, primarily due to the addition of two new port operations in Lake Charles and Port Aransas during 2026.

Operating and Business Expenses

In recent years, global cost inflation has contributed to higher vessel operating 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 $79.1 million for the three months ended June 30, 2026, compared with $77.8 million for the same period in 2025, representing an increase of $1.3 million, or 2%. The increase was primarily attributable to higher bunker consumption costs of approximately $3.0 million, driven primarily by higher fuel prices, as well as increased canal and U.S. Gulf Coast port fees. These increases were partially offset by an 11% decrease in voyage days and lower freight relet costs resulting from fewer cargo relet arrangements.

Charter Hire Expenses: Charter hire expenses for the three months ended June 30, 2026 were $39.1 million, compared to $31.4 million for the same period in 2025, a 24% increase. The increase was primarily due to increased market time charter rates. On a per-day basis, charter hire expenses averaged $16,816 in the second quarter of 2026, compared to $11,813 in 2025. This increase was partially offset by a 13% decrease in chartered-in days, from 2,660 days in the second quarter of 2025 to 2,325 days in the same period of 2026. The Company's flexible charter-in strategy allows it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.

Vessel Operating Expenses: Vessel operating expenses were $23.3 million for the three months ended June 30, 2026, compared to $23.4 million for the same period in 2025, remaining relatively unchanged. Ownership days decreased by 8% to 3,505 days, compared to 3,822 days in 2025, primarily due to the sale of two vessels over the period. Total vessel operating expenses per ownership day increased approximately 9% to $6,637 from $6,116.

Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 10% to $3.0 million for the three months ended June 30, 2026, compared to $2.7 million for the same period in 2025, in line with the increase in terminal revenues and the addition of new port operations over the period.

General and Administrative Expenses: General and administrative expenses increased by 25% to $9.0 million for the three months ended June 30, 2026 compared to $7.2 million for the same period in 2025. The increase was primarily attributable to a $1.2 million increase in accrued performance-based compensation and other compensation related costs, in addition to higher audit fees associated with the timing of audit procedures and additional consent-related costs.

Unrealized Loss on Derivative Instrument: The Company uses forward freight agreements, bunker swaps and interest rate derivatives to manage its exposure to fluctuations in freight rates, bunker prices and interest rates. These instruments are measured at fair value at each balance sheet date, resulting in period-to-period fluctuations in earnings. Unrealized losses increased by $5.5 million, primarily due to a $5.8 million decrease in the fair value of bunker hedges as fuel prices declined toward the end of the second quarter following an earlier increase related to geopolitical tensions involving Iran.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Revenues

The Company derives its revenues primarily from voyage and time charters. Total revenue increased by $78.2 million, or 28%, to $357.7 million for the six months ended June 30, 2026, compared with $279.5 million for the same period in 2025. The increase was primarily attributable to a 42% increase in the average time charter equivalent (“TCE”) rate, from $11,781 per day in 2025 to $16,676 per day in 2026, and a 2% increase in total shipping days, from 11,432 days to 11,682 days.

Components of revenue are as follows:

Voyage Revenues: Voyage revenues increased by $67.8 million, or 26%, to $323.7 million for the six months ended June 30, 2026 from $255.9 million compared with the same period in 2025, primarily due to higher dry bulk market freight rates and a 3% increase in voyage days to 10,071 days in 2026 from 9,771 days in 2025. The BDI average increased by 82%, reflecting stronger Brazilian iron ore exports, resilient Chinese commodity imports, increased tonne-mile demand and tighter effective vessel supply, as well as comparatively weaker market conditions during the first half of 2025.

Charter Revenues: Charter revenue increased by $7.1 million or 42% to $23.9 million for the six months ended June 30, 2026, from $16.8 million for the same period in 2025. The increase was primarily attributable to a 55% increase in average market rates for Panamax, Supramax and Handysize vessels compared to the prior-year period, partially offset by a 3% decrease in time charter days to 1,611 days from 1,661 days.

Terminal & Stevedore Revenues: Terminal & Stevedore revenues increased by 50% for the six months ended June 30, 2026 to $10.1 million compared to $6.7 million for the same period in 2025 due to the addition of new port operations in the current year.

Operating and Business Expenses

The Components of our expenses are as follows:

Voyage Expenses: Voyage expenses were $152.8 million for the six months ended June 30, 2026, compared to $138.1 million for the same period in 2025, reflecting an increase of 11%. The increase was primarily attributable to higher bunker costs resulting from increased fuel prices and higher port costs associated with increased terminal fees, Panama Canal transits and port activity. Voyage days increased by 3% to 10,071 days from 9,771 days.

Charter Hire Expenses: Charter hire expenses for the six months ended June 30, 2026 were $78.3 million, compared to $49.1 million for the same period in 2025, a 60% increase. The increase was primarily attributable to higher market charter rates and increased chartered-in activity. Average published market rates for Supramax, Panamax and Handysize vessels increased by approximately 55%, while chartered-in days increased by 14% to 5,037 days from 4,405 days.

Vessel Operating Expenses: Vessel operating expenses for the six months ended June 30, 2026 were $43.8 million, compared to $45.6 million for the same period in 2025, a decrease of approximately 4%. This decrease was due to the reduction of the owned fleet during the period by two vessels. Total vessel operating expenses on a per day basis were $6,247 for the six months ended June 30, 2026 and $6,064 for the same period in 2025.

Terminal & Stevedore Expenses: Terminal & Stevedore expenses increased by 40% to $7.3 million for the six months ended June 30, 2026, compared to $5.2 million for the same period in 2025. This increase was in line with the higher terminal and stevedore revenue during the period due to new port operations in the current year.

General and Administrative Expenses: For the six months ended June 30, 2026, general and administrative expenses were $19.0 million, compared to $14.4 million for the same period in 2025. The $4.5 million increase in general and administrative expenses was primarily attributable to a $2.4 million increase in accrued incentive compensation costs. The increase also reflected higher corporate overhead of $1 million due to additional audit fees associated with the timing of billings and consents related to the transition between auditors, and corporate matters and Board projects. The remaining increase was primarily attributable to higher compensation costs due to increased headcount and wages.

Significant accounting estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the percentage completion of voyages in process, the establishment of the allowance for credit losses, the estimate of salvage value used in determining vessel depreciation expense, and the evaluation of long-lived assets for impairment.

Long-lived Assets Impairment Considerations

The Company evaluates the recoverability of its fixed assets and other long-lived assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.

The Company performs this assessment at the individual vessel level, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

During the six months ended June 30, 2026, the Company classified one vessel as held for sale. Upon classification, the vessel was written down to its estimated fair value less costs to sell, resulting in the recognition of a loss on sale. The vessel was subsequently sold in May 2026 for approximately $9.6 million.

For the remaining vessels, the Company concluded that no indicators of impairment were present during the six months ended June 30, 2026. Accordingly, no recoverability analysis was required for those vessels. The Company did not identify any triggering events during the six months ended June 30, 2025.

Liquidity and Capital Resources

The Company has historically financed its capital needs through cash flow from operations, common stock issuance, non-controlling interest contributions, and long-term debt and finance leases. Capital has primarily been allocated to operations, vessel acquisitions, and debt servicing. While the Company may pursue additional debt or equity financing as needed, adverse market conditions could limit access to favorable terms, potentially restricting business expansion opportunities.

As of June 30, 2026, and December 31, 2025, the Company’s working capital was $73.8 million and $87.7 million, respectively.

Cash Flows:

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2026 and 2025. We have derived these summarized statements of cash flows from the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not appear to recalculate due to the effect of rounding.

Operating Activities

During the six months ended June 30, 2026, net cash provided by operating activities was approximately $25.9 million, compared to $10.0 million for the same period in 2025, representing an increase of $15.8 million. The increase was primarily attributable to higher net income and favorable changes in accounts receivable and accounts payable, accrued expenses and other current liabilities. These factors were partially offset by increased cash used for inventories and advance hire, prepaid expenses and other current assets.

Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2026 was approximately $7.1 million, compared with net cash used in investing activities of approximately $2.4 million for the same period in 2025. Cash provided during the 2026 period primarily consisted of $9.7 million of proceeds from the sale of vessels and equipment, $1.1 million of dividends received from equity method investments, and $0.8 million of distributions from non-consolidated subsidiaries. These cash inflows were partially offset by $3.7 million of purchases of fixed assets and equipment and $0.7 million of purchases of vessels and vessel improvements.

Financing Activities

Net cash used in financing activities was approximately $30.4 million for the six months ended June 30, 2026, compared to $35.2 million used in the same period in 2025, representing a decrease in cash used of $4.8 million. The decrease in cash used was primarily attributable to lower cash dividends paid, the absence of dividends paid to non-controlling interests and ordinary share repurchases, and proceeds from long-term debt received during the 2026 period. These factors were partially offset by higher payments of financing obligations and finance leases.

The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.

Capital Expenditures

The Company’s capital expenditures relate to the purchase of vessels and interests in vessels, capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels, as well as port & terminal operations. As of June 30, 2026, the Company owned two Panamax, two Ultramax Ice Class 1C, two Ultramax, eight Supramax and four Post-Panamax Ice Class 1A drybulk vessels and fourteen Handysize vessels. The Company owns two-thirds of its consolidated subsidiary Nordic Bulk Holding Company Ltd. (“NBHC”) which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company also holds a 50% equity interest in the owner of a deck barge and operates port and terminal facilities in Fort Lauderdale, Florida, Baltimore, Maryland, Port Aransas, Texas, Tampa, Florida, and Lake Charles, Louisiana.

In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $8.9 million and $11.9 million for the six months ended June 30, 2026 and 2025, respectively. For the remainder of 2026, the Company expects to perform nine intermediate and special surveys at an aggregate estimated cost of approximately $14 million.

Off-Balance Sheet Arrangements

The Company does not have off-balance sheet arrangements at June 30, 2026 or December 31, 2025.

Item 3 - Defaults Upon Senior Securities

None.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations to the effectiveness of any system of internal control over financial reporting. Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with U.S. GAAP. Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

PART II: OTHER INFORMATION

Item 5 - Other Information

None.

Item 6 – Exhibits

• Filed herewith