8-K

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): August 14, 2017

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda	001-36139	N/A
(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)

(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))

Item 2.01 Results of Operations and Financial Condition.

On August 14, 2017, Registrant issued a press release announcing financial results for the three and six months ended June 30, 2017 and 2016. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 7.01 Regulation FD Disclosure.

The press release and slide presentation contain summary information regarding the Company and include financial results for the three and six months ended June 30, 2017 and the year ended December 31, 2016. The presentation, which may be distributed to potential shareholders, is attached as Exhibit 99.2 to this Current Report on Form 8-K. Statements in this Current Report on Form 8-K, may contain certain statements about the Company and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. The statements are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of the Company’s senior management and management of its subsidiaries and involve a number of risks, uncertainties and other factors, some of which may be beyond the Company’s control that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “expect,” “positioned,” “strategy,” “future,” “potential,” “plan,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

Exhibit Description

99.1 Press Release of Pangaea Logistics Solutions Ltd. dated August 14, 2017 announcing financial results for the three and six months ended June 30, 2017 and 2016.

99.2 Investor Presentation of Pangaea Logistics Solutions Ltd. dated August 14, 2017.

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: August 14, 2017

PANGAEA LOGISTICS SOLUTIONS LTD.
By:	/s/ Gianni Del Signore
	Name: Gianni Del Signore Title: Chief Financial Officer

EX-99.1

Pangaea Logistics Solutions Ltd. Reports Financial Results for the Quarter Ended June 30, 2017

Company TCE rates and Adjusted EBITDA make marked improvement

NEWPORT, RI - August 14, 2017 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the three months ended June 30, 2017.

2nd Quarter 2017 Highlights     

• Increase in revenue from $57.0 million to $91.4 million (61%) from Q2 2016 to Q2 2017.

• Adjusted EBITDA¹ of $7.4 million, excluding a $4.9 million loss on sale and leaseback of the m/v Bulk Beothuk², as compared to $4.3 million for the same period of last year.

• Pangaea's TCE rates increased 30% and total shipping days increased 35% due to continued growth in the drybulk market and to an increase in drybulk market rates. The BDI, a measure of drybulk performance, increased to an average of 1,096 for the second quarter of 2017 versus 563 for the same period of 2016.

• At the end of the quarter, Pangaea had $29.4 million in unrestricted cash and cash equivalents after acquiring the m/v Bulk Freedom on June 14, 2017. Cash includes $8.3 million net proceeds from the issuance of common stock in a private placement transaction completed on June 26, 2017.

Results for the three months ended June 30, 2017

For the second quarter of 2017, the Company reported a net loss of $4.7 million, compared to net income of $0.1 million in the second quarter of 2016. The 2017 net loss includes a $4.9 million loss on the sale and leaseback of the vessel m/v Bulk Beothuk. There was no such loss in the comparable period of 2016. Drybulk market demand and market rates improved considerably in the second quarter as compared to the same period of 2016, which is evidenced by the increase in total revenue to $91.4 million for the three months ended June 30, 2017, compared to $57.0 million for the three months ended June 30, 2016. These improvements also helped push total shipping days up 35% to 4,661 in the three months ended June 30, 2017, compared to 3,457 for the same period in 2016. Adjusted EBITDA¹ was $7.4 million, compared with $4.3 million for the second quarter of 2016.

Pangaea’s cargo-focused, business model is founded on a mix of short and long term backhaul cargo charters. Pangaea matches these charters with a fleet of owned and chartered-in tonnage. When the Company contracts for future cargo service, the Company may use freight forward agreements to limit exposure to intervening shifts in rates and to secure margins. Use of these FFAs and bunker fuel swaps, which were not designated for hedge accounting, resulted in a net unrealized loss on derivative instruments of $1.5 million in the three months ended June 30, 2017 as compared to a net unrealized gain of $1.4 million in the same period of 2016.

During the quarter, the Company refinanced the m/v Bulk Beothuk through a sale and leaseback transaction. This resulted in a net increase in cash from the sale and repayment of the loan, and also from the release of restricted cash. The Company also issued 3,935,665 shares of common stock in a private placement transaction for aggregate net proceeds of $8.3 million, which together with the sale and leaseback, enabled the Company to acquire the m/v Bulk Freedom.

“Under the backdrop of a stabilizing dry bulk industry, we reported strong second quarter results highlighted by significant increases in revenue, TCE rates, shipping days and Adjusted EBITDA. This is particularly encouraging coming off our ice season, which otherwise tends to be a trough in our cycle. Furthermore, the equity raise in the quarter positions us to advance several strategic initiatives, including acquisition of dry bulk vessels and expansion of our logistics services, among others.

¹ Adjusted EBITDA is a non-GAAP measure and represents income or loss from operations before depreciation and amortization, loss on sale and leaseback of vessel and, when applicable, loss on impairment of vessels and certain non-recurring items. See Reconciliation of (Loss) Income from Operations to Adjusted EBITDA.

² Accounted for as a capital lease under US Generally Accepted Accounting Principles.

To that end, the sale and bareboat charterback of m/v Bulk Beothuk freed up enough cash for the Company to acquire the m/v Bulk Freedom in a second hand market that is still depressed. Timing our acquisitions to take advantage of the lag between market recovery and valuation recovery is an essential part of our strategy to increase tonnage while limiting leverage and ultimately unlock shareholder value.”

Cash Flows

Cash and cash equivalents were $29.4 million as of June 30, 2017, compared with $22.3 million on December 31, 2016.

For the six months ended June 30, 2017, the Company’s net cash provided by operating activities was $8.4 million, compared to $10.0 million for the six months ended June 30, 2016.

For the six months ended June 30, 2017 and 2016, net cash used in investing activities was $47.7 million and $0.4 million, respectively. Net cash provided by financing activities was $46.5 million for the six months ended June 30, 2017 and net cash used for financing activities was $14.6 million for the six months ended June 30, 2016. These changes reflect the Company’s investment in and purchase of vessels, including the m/v Bulk Destiny and m/v Bulk Beothuk, which were financed under sale and leaseback arrangements; and the m/v Bulk Endurance and the m/v Bulk Freedom, which were financed under commercial loan facilities.

The Company also noted that the private placement of common stock to inside investors, as previously announced in a Current Report on Form 8-K, was completed on August 9, 2017. The Company issued 2,597,778 shares for cash proceeds of $1.5 million and a $4.4 million reduction in dividends payable.

Conference Call Details

The Company’s management team will host a conference call to discuss the Company’s financial results on August 15, 2017 at 8:00 a.m., Eastern Time (ET). To access the conference call, please dial (888) 895-3561 (domestic) or (904) 685-6494 (international) approximately ten minutes before the scheduled start time and reference ID# 68208235.

A supplemental slide presentation will accompany this quarter’s conference call and can be found attached to the Current Report on Form 8-K that the Company filed concurrently with this press release. This document will be available at http://www.pangaeals.com/company-filings or at sec.gov.

A recording of the call will also be available for two weeks and can be accessed by calling (800) 585-8367 (domestic) or (404) 537-3406 (international) and referencing ID# 68208235.

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Operations

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Voyage revenue	$	80,231,015		$	53,548,976		$	157,919,464		$	95,523,295
Charter revenue	11,192,763			3,412,729			17,959,435			5,375,929
	91,423,778			56,961,705			175,878,899			100,899,224
Expenses:
Voyage expense	38,597,148			26,766,724			79,869,067			45,267,606
Charter hire expense	33,174,063			15,041,229			56,375,218			23,544,403
Vessel operating expense	9,074,357			7,904,828			17,665,599			14,793,910
General and administrative	3,141,276			2,935,950			6,656,040			5,972,321
Depreciation and amortization	3,711,712			3,528,596			7,653,507			7,044,052
Loss on sale and leaseback of vessels	4,915,044			—			9,205,042			—
Total expenses	92,613,600			56,177,327			177,424,473			96,622,292
(Loss) income from operations	(1,189,822		)	784,378			(1,545,574		)	4,276,932
Other income (expense):
Interest expense, net	(2,244,110		)	(1,530,425		)	(3,875,098		)	(2,900,038		)
Interest expense on related party debt	(78,846		)	(75,010		)	(156,825		)	(155,500		)
Unrealized (loss) gain on derivative instruments, net	(1,476,380		)	1,387,391			490,007			1,051,432
Other income (expense)	813,356			67,661			908,006			(34,657		)
Total other expense, net	(2,985,980		)	(150,383		)	(2,633,910		)	(2,038,763		)
Net (loss) income	(4,175,802		)	633,995			(4,179,484		)	2,238,169
(Income) loss attributable to non-controlling interests	(561,379		)	(504,361		)	789,146			(911,431		)
Net (loss) income attributable to Pangaea Logistics Solutions Ltd.	$	(4,737,181	)	$	129,634		$	(3,390,338	)	$	1,326,738
(Loss) earnings per common share:
Basic	$	(0.13	)	$	—		$	(0.10	)	$	0.04
Diluted	$	(0.13	)	$	—		$	(0.10	)	$	0.04
Weighted average shares used to compute (loss) earnings
per common share
Basic	35,539,186			35,150,453			35,411,060			35,140,332
Diluted	35,539,186			35,337,290			35,411,060			35,269,824

Pangaea Logistics Solutions Ltd.

Consolidated Balance Sheets

	June 30, 2017			December 31, 2016
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	29,436,482		$	22,322,949
Restricted cash	4,000,000			6,100,000
Accounts receivable (net of allowance of $4,283,826 at June 30, 2017 and $4,752,265 at December 31, 2016)	26,653,536			20,476,797
Bunker inventory	14,944,785			13,202,937
Advance hire, prepaid expenses and other current assets	9,931,653			6,441,583
Total current assets	84,966,456			68,544,266
Fixed assets, net	293,793,460			275,265,672
Investments in newbuildings in-process	—			18,383,964
Vessels under capital lease	30,576,925			—
Total assets	$	409,336,841		$	362,193,902
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities	$	29,342,760		$	23,231,179
Related party debt	6,850,173			15,972,147
Deferred revenue	6,905,467			6,422,982
Current portion of secured long-term debt	18,343,971			19,627,846
Current portion of capital lease obligations	1,733,509			—
Dividend payable	12,624,825			12,624,825
Total current liabilities	75,800,705			77,878,979
Secured long-term debt, net	117,689,641			107,637,851
Obligations under capital lease	25,921,758			—
Commitments and contingencies (Note 7)
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; 41,197,404 shares issued and outstanding at June 30, 2017; 36,590,417 shares issued and outstanding at December 31, 2016	4,120			3,659
Additional paid-in capital	148,888,160			133,677,321
Accumulated deficit	(20,799,954		)	(17,409,579		)
Total Pangaea Logistics Solutions Ltd. equity	128,092,326			116,271,401
Non-controlling interests	61,832,411			60,405,671
Total stockholders' equity	189,924,737			176,677,072
Total liabilities and stockholders' equity	$	409,336,841		$	362,193,902

Pangaea Logistics Solutions Ltd.

Consolidated Statements of Cash Flows

	Six Months Ended June 30,
	2017			2016
Operating activities
Net (loss) income	$	(4,179,484	)	$	2,238,169
Adjustments to reconcile net (loss) income to net cash provided by operations:
Depreciation and amortization expense	7,653,507			7,044,052
Amortization of deferred financing costs	368,387			354,431
Amortization of prepaid rent	60,969			—
Unrealized loss (gain) on derivative instruments	(490,007		)	(1,051,432		)
(Gain) loss from equity method investee	(194,612		)	30,380
(Recovery of) provision for doubtful accounts	(10,356		)	931,962
Loss on sale and leaseback of vessel	9,134,908			—
Share-based compensation	677,936			176,068
Change in operating assets and liabilities:
Decrease in restricted cash	—			500,000
Accounts receivable	(6,166,383		)	4,205,465
Bunker inventory	(1,741,848		)	(900,310		)
Advance hire, prepaid expenses and other current assets	(3,343,536		)	(1,082,336		)
Drydocking costs	(754,120		)	(42,478		)
Accounts payable, accrued expenses and other current liabilities	6,853,566			(2,319,659		)
Deferred revenue	482,485			(99,238		)
Net cash provided by operating activities	8,351,412			9,985,074
Investing activities
Purchase of vessels	(46,846,313		)	(402,432		)
Purchase of building and equipment	(16,775		)	(30,000		)
Purchase of non-controlling interest in consolidated subsidiary	(832,572		)	—
Net cash used in investing activities	(47,695,660		)	(432,432		)
Financing activities
Payments of related party debt	—			(2,500,946		)
Proceeds from long-term debt	25,000,000			1,096,000
Payments of financing and issuance costs	(876,542		)	(34,425		)
Payments of long-term debt	(15,723,929		)	(13,110,553		)
Proceeds from sale and leaseback of vessel	28,000,000			—
Payments of capital lease obligations	(344,733		)	—
Decrease in restricted cash	2,100,000			—
Proceeds from private placement of common stock, net of issuance costs	8,302,985			—
Accrued common stock dividends paid	—			(100,000		)
Net cash provided by (used in) financing activities	46,457,781			(14,649,924		)
Net increase (decrease) in cash and cash equivalents	7,113,533			(5,097,282		)
Cash and cash equivalents at beginning of period	22,322,949			37,520,240
Cash and cash equivalents at end of period	$	29,436,482		$	32,422,958
Supplemental cash flow information
Cash paid for interest	$	3,022,756		$	2,381,513
Extinguishment of related party loan	$	9,278,800		$	—

Pangaea Logistics Solutions Ltd.

Reconciliation of (Loss) Income from Operations to Adjusted EBITDA and Earnings per Share to Adjusted Earnings per Share

	Three Months Ended June 30,
	2017			2016
Adjusted EBITDA (in millions)
(Loss) income from operations	(1,189,822		)	784,378
Depreciation and amortization	3,711,712			3,528,596
Loss on sale and leaseback of vessel	4,915,044			—
Adjusted EBITDA	$	7,436,934		$	4,312,974
Adjusted EPS
Earnings per share - basic	$	(0.13	)	$	—
Non-GAAP Adjustments:
Add: loss on sale and leaseback of vessel, per share	0.14			—
Adjusted EPS	$	0.01		$	—

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 Adjusted EBITDA and 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 these 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. These non-GAAP financial measures also facilitate management's internal planning and comparisons to our historical performance and liquidity. We believe these 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.

Adjusted EBITDA and Adjusted EPS. Adjusted EBITDA represents income or loss from operations before depreciation, amortization and, when applicable, loss on sale and leaseback of vessel, loss on impairment of vessels and certain non-recurring charges. Adjusted EPS represents earnings per share before loss on sale and leaseback of vessel and loss on impairment of vessels, when applicable.

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

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.

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

Second Quarter 2017 Results June 2017

2 Safe Harbor This presentation includes 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 Second Quarter 2017 Highlights • Increase in revenue from $57.0 million to $91.4 million (61%) from Q2 2016 to Q2 2017. • Adjusted EBITDA1 of $7.4 million, excluding a $4.9 million loss on sale and leaseback of the m/v Bulk Beothuk, as compared to $4.3 million for the same period of last year. • Pangaea's TCE rates increased 30% and total shipping days increased 35% due to continued growth in the drybulk market and to an increase in drybulk market rates. The BDI, a measure of drybulk performance, increased to an average of 1,096 for the second quarter of 2017 versus 563 for the same period of 2016. • At the end of the quarter, Pangaea had $29.4 million in unrestricted cash and cash equivalents after acquiring the m/v Bulk Freedom on June 14, 2017. Cash includes $8.3 million net proceeds from the issuance of common stock in a private placement transaction completed on June 26, 2017.

4 Financial Performance Q2 2016 through Q2 2017 1) Adjusted EBITDA is a non-GAAP measure and represents income or loss from operations before depreciation and amortization, loss on sale and leaseback of vessel, and when applicable, loss on impairment of vessels and certain non-recurring items. 2) TCE is defined as total revenues less voyage expenses divided by the number of shipping days, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per-day amounts while charter hire rates for vessels on time charters generally are expressed in per-day amounts.

5 • The Baltic Dry Index, a measure of dry bulk market performance, increased over 90% from Q2 2016 to Q2 2017. • The average number of operated vessels increased to 52, up from the Q2 2016 average of 39. • The Company’s unique business model means we are not limited to our owned fleet which allows us to increase our chartered-in profile in an improving market. Drivers of Q2 2017 Performance

6 Defensible Pillars of Profitability • Execution specialization: - Material cost savings & enhanced profit through granular operating knowledge & risk sensitive approach - Secured & defended by 200+ years of expertise & embedded relationships; key managers average over 20 years in the industry • Backhaul specialization: - Generating profit from a cost center - Secured & defended by reputation, long-term contracts & repeat customers - Minimal ballast time • Ice-class specialization: - Capturing profit from limited supply of tonnage & lower costs - Secured & defended by expertise & ownership of specialized fleet - Own & operate a significant portion of the world’s 1A ice-class dry tonnage as well as two 1C ice-class dry bulk carriers • Broader logistics solutions: - Design & implement loading & discharge efficiencies in critical ports - Expand markets & improve business terms for customers

7 Selected Income Statement Data June 30, 2017 June 30, 2016 (unaudited) (unaudited) Revenues: Voyage revenue 80,231,015$ 53,548,976$ Charter revenue 11,192,763 3,412,729 91,423,778 56,961,705 Expenses: Voyage expense 38,597,148 26,766,724 Charter hire expense 33,174,063 15,041,229 Vessel operating expense 9,074,357 7,904,828 General and administrative 3,141,276 2,935,950 Depreciation and amortization 3,711,712 3,528,596 Loss on sale of vessels 4,915,044 — Total expense 92,613,600 56,177,327 (Loss) income from operations (1,189,822) 784,378 Tot l other expense, net (2,985,980) (150,383) Net (loss) income (4,175,802) 633,995 Income attributable to noncontrolling interests (561,379) (504,361) Net (loss) income attributable to Pangaea Logistics Solutions Ltd. (4,737,181)$ 129,634$ Three Months Ended

8 Selected Balance Sheet and Cash Flow Data June 30, 2017 December 31, 2016 (unaudited) Current Assets Cash and cash equivalents 29,436,482$ 22,322,949$ Accounts receivable, net 26,653,536 20,476,797 Other current assets 28,876,438 25,744,520 Total current assets 84,966,456 68,544,266 Fixed assets, including leased vessels and deposits, net 324,370,385 293,649,636 Total assets 409,336,841$ 362,193,902$ Current liabilities Accounts payable, accrued expenses and other current liabilities $36,248,227 $29,654,161 Related party debt and dividends payable 19,474,998 28,596,972 Current portion of long-term debt and capital lease obligations 20,077,480 19,627,846 Total current liabilities 75,800,705 77,878,979 Secured long-term debt and capital lease obligations, net 143,611,399 107,637,851 Total Pangaea Logistics Solutions Ltd. equity 128,092,326 116,271,401 Non-controlling interests 61,832,411 60,405,671 Total stockholders' equity 189,924,737 176,677,072 Total liabilities and shareholders' equity 409,336,841$ 362,193,902$ Cash flow data Net cash provided by operations 8,351,412$ 9,985,074$ Net cash used in investing activities (47,695,660)$ (432,432)$ Net cash provided by (used in) financing activities 46,457,781$ (14,649,924)$