Pangaea Logistics Solutions Ltd.

Good morning. My name is Chelsea and I will be your conference operator today. At this time, I would like to welcome everyone to the Pangea Logistics Solutions second quarter 2023 earnings teleconference. Today's call is being recorded and will be available for replay beginning at 11 a.m. Eastern. The recording can be accessed by dialing 800-934-5153 domestic or 402- All lines are currently muted and after the prepared remarks, there will be a live question and answer session. If you would like to ask a question during the question and answer segment, please press star one on your telephone keypad. If your question has been answered, you may remove yourself from the queue at any time by pressing star two. We do ask that you please pick up your handset for optimal sound quality. It is now my pleasure to turn the floor over to Noel Ryan with Balaam Advisors. Sir?

Thank you, operator, and welcome to the Pangea Logistics Solutions second quarter 2023 results conference call. Leading the call with me today is CEO Mark Flanowski, Chief Financial Officer Gianni Del Signore, and COO Mads Pedersen. Today's discussion contains forward-looking statements about future business and financial expectations. Actual results may differ significantly from those projected in today's forward-looking statements due to various risks and uncertainties, including the risks described in our periodic reports filed with the SEC. Except as required by law, we undertake no obligation to update our forward-looking statements. At the conclusion of our prepared remarks, we will open the line for questions. And with that, I would like to turn the call over to Mark.

Thank you, Noel, and welcome to those joining us today on the call. After the market closed yesterday, we issued a release detailing our second quarter results. During a period of continued softness in global dry bulk shipping markets where benchmark industry rates declined nearly 60% on a year-over-year basis, Pangea delivered an average TCE rate that was approximately 50% higher than our broader market indices. resulting in another consecutive quarter of profitability, once again proving the strength of our business plan. Our TCE earned was $15,558 per day for the three months ended June 30, 2023, compared to an average of $27,139 per day for the same period in 2022. Our long-term COAs, specialized fleet, and cargo-focused strategy helped us to significantly outperform index rates in a declining market environment. In the second quarter, excess dry bulk capacity created by easing port congestion and high voyage operating speeds muted the normal seasonal recovery that occurs in this period. Global trade and ton-mile demand remained buoyant. and markets in which we directly participate, including construction aggregates and cementitious materials, are especially active, where we participate in ocean freight, stevedoring, and terminal operations. Though we are experiencing a softer near-term market, the long-term supply and demand dynamics remain very favorable. New building vessel supply remains highly constrained, with lead time stretching into 2026. which we expect will keep fleet growth low for the foreseeable future. Secondhand asset values have recently softened a bit, but remain strong in this market as the demand for echo tonnage in the Ultramax segment has remained high. As such, we remain strategically focused on positioning our business to capitalize on the expected growth in global dry bulk volumes and favorable rate dynamics over the coming years. Through August 8th, market rates have continued to fall, averaging approximately $8,500 per day compared to $10,431 per day in the second quarter. For Pangea, the third quarter represents the peak of our Arctic trade season, with all 10 of our Ice Class 1A vessels fully committed through October at Ice Class premium rates. These ships remain a key value differentiator for us. We have made both financial and operating commitments to this important trade. During the quarter, our post-Panamax ice class ships, built by us in 2021, received the DNV class Silent Environmental Notation, the first dry bulk ships ever to receive this designation, helping ensure our ships make a minimal footprint in pristine environments like the Arctic Ocean. Along with our overall cargo focus strategy in key commodity trades, our efforts have allowed us to outperform the market by an average of 30% annually over the last five years, and we remain the top performer on the vessel index list of publicly listed dry bulk companies over that period. We project that our third quarter TCEs will significantly exceed the quarter-to-date indices. Through August 8th, we have booked 3,500 shipping days, returning $16,700 per day for the balance of the third quarter. While we remain focused on delivering above-market returns for our shareholders, capital allocations have also been a key priority for us. Over the last 12 months, our operating cash flow conversion has been over 80% of our adjusted EBITDA, providing for ample cash to de-risk our balance sheets invest in growth, and return capital to shareholders through a consistent dividend. We've grown our quarterly cash dividend to 10 cents per share, representing a total payout of $18 million annually, which we believe represents a sustainable commitment, regardless of current market conditions. In June, we took delivery of the 61,000 deadweight bulk prudence, which we purchased for cash. The acquisition expands our own fleet to 25 vessels and is congruent with our continued strategic focus on owning and operating a newer, more efficient fleet as well equipped to support client requirements on an on-demand basis. Also in June, we closed on the acquisition of Marine Port Terminal operations in Florida and Maryland in all cash transactions. This acquisition represents critical expansion of our North American terminal network to include the mid-Atlantic and southeastern United States, adding dry bulk distribution capabilities within growing commerce centers. In alignment with our cargo-centric strategy, we are already actively pursuing opportunities to leverage this footprint for growth with new and existing customers. We're now beginning to break out our port terminal operations business within our financials to increase transparency as we focus on growing this business in coming years. Looking ahead, we continue to anticipate Pangea will generate strong cash flow this year, positioning us to continue to reward our shareholders, de-risk our balance sheet, and invest in our commercial expansion. Strategically, our focus is the same as ever. We are confident in the long-term tailwinds that are setting up to support dry bulk economics, and we believe the most compelling value opportunity for our shareholders will come from sticking to our differentiated business plan, deepening our relationships with our customers, and optimally positioning our fleet to maximize asset values in a higher market rate environment. With that, I'll hand it over to Johnny for a discussion of our second quarter financial results.

Thank you, Mark, and welcome to all of those joining us today. Our second quarter financial results continue to emphasize the durability of our business model. As we were able to maximize returns through our chartering strategy, I'm in a soft dry bulk market and against the backdrop of record profitability in the second quarter of last year. Second quarter TCE rates were approximately $15,558 per day, a premium of 49% over the average published market rates for Supermax and Panamax vessels in the period. which is supported by our long-term COAs, our ability to opportunistically adjust our utilization of chartered-in vessels in periods of softer market rates, and forward bookings, which lock in rates for future cargo performance. Our adjusted EBITDA declined year-over-year to $15.9 million, with adjusted EBITDA margin of 13.5%. Down from record quarterly adjusted EBITDA of $44.2 million, in an adjusted EBITDA margin of 22.6% in the second quarter of last year. The decline was primarily driven by a nearly 40% year-over-year decline in revenues as market rates decreased by 60% year-over-year. During this period of softer market rates, we minimized our chartered-in dates, which, coupled with lower market rates, served to reduce our charter higher expense by over 55% year-over-year. from an average of $26,264 per day to $15,209 per day in the second quarter of 2023. Vessel operating expenses increased by 2.2% year-over-year. However, excluding technical management fees, vessel operating expenses on a per-day basis were $5,517 per day, down from an average of $5,000 eight hundred and five for the full year of twenty twenty two. In total our reported gap net income attributable to Pangea for the second quarter was two point eight million or six cents per diluted share compared to twenty five million or fifty six cents per diluted share in the second quarter of last year. Excluding the impact of derivative instruments as well as other non gap adjustments Our reported adjusted net income attributable to Pangea during the quarter was $4.6 million, or $0.10 per diluted share, a decrease of $24.3 million, or $0.54 per diluted share versus the second quarter of last year. Moving on to cash flows, total cash from operations decreased by $35 million year-over-year to $2 million due to the decrease in TCE rates. The company also deployed 34 million in capital during the quarter on vessel and business acquisitions, as Mark discussed a moment ago. As a result, the company had 84.3 million in cash and equivalents in total debt, including lease finance obligations of approximately 287 million. Of the 287 million in debt, approximately 20 million became current at the end of the second quarter, representing balloon payments that are due in May of 2024. This credit facility is currently locked in at a fixed rate of approximately 3.96%. We are discussing with multiple lenders who are willing to provide the necessary financing, but we are tactically managing our cost of capital in the current interest rate environment by deferring a refinancing of a portion or the entire amount until closer to the maturity date. Of our total debt and financial leases, 53% is fixed. at an all in rate of 4%. 41% is capped at SOFR rate of 3.25%. And 6% is floating at SOFR plus 1.96%. During the quarter, the impact of higher interest rates was relatively muted in our results due to our fixed rate and cap rate debt, as well as benefits from interest yielding deposits, which generated over 1 million in interest income. To the degree that interest rates remain at current levels or higher, we would expect our blended interest rate to remain largely in line with what was realized so far this year. At the end of the second quarter of 2023, the ratio of net debt to trailing 12-month adjusted EBITDA was 2.1 times. In conclusion, our vertically integrated shipping and logistics model continue to deliver above-market performance during a soft market, supported by strong execution of our chartering strategy, continued fleet expansion, and disciplined capital allocation. Strategically, our focus is on consistently generating and returning value to shareholders while leveraging our current balance sheet to optimally position on our business to capitalize on long-term opportunities in the dry bulk market. During periods of market softness, we believe that our business model will continue to deliver above market returns and consistent cash flow generation. With that, we will now open the line for questions.

Thank you. At this time, if you would like to ask a question, please press the star and one keys on your telephone keypad. You may remove yourself from the queue at any time by pressing star two. Once again, that is star one to ask a question. And our first question will come from Liam Burke with B Riley. Your line is open.

Thank you. Excuse me. Good morning, Mark. Morning, Johnny.

Morning, Liam. Thanks for joining us.

Mark, we talk about your fixtures for the third quarter at twice the current market. You mentioned, obviously, it's the peak Arctic season and you're getting the ice class premium, but could you talk about the rest of the fleet? Is it the COAs that are above market or are you getting a premium to spot with other vessels?

Liam, thanks for the question. The ice class ships, 10 ships in our own fleet, they are earning the ice class premium in this period of time. during the third quarter is the biggest part of our ice season. But the rest of the business, we did take some cargo earlier in the year with what appeared to be then low rates with everybody's expectation. But we, you know, it's our business plan to give up a little bit of the market spikes, those infrequent market spikes, in order to protect ourselves from downside periods in the times like this. So we were a little bit opportunistic earlier in the year, and we are working off some of those annual COAs that were booked earlier this year. Great. Thank you.

And you closed on the Marine Port acquisition. You incurred some terminal and CIVADOR expense in the second quarter. Is that a fixed cost, or was there any revenue associated with that?

There's some revenue identified in the income statement. It's only one month, so it's hard to draw any real conclusions over it. The expenses that we incur, Johnny, were they in cost of sales or were they in G&A down below? Cost to close the transaction costs, legal expenses, environmental reviews, et cetera. Johnny?

Yeah, Liam, it's absolutely, you know, worth noting that we closed in June. We have one month of activity, and we're now starting to show this financial information discreetly for that entity. So, again, it's one month of activity. There are two new line items in our P&L being terminal and stevedore revenue and then terminal and stevedore expenses. In addition to that, there was G&A incurred during the quarter. related to the closing. That was part of our, you know, part of the increase that we saw in G&A. But going forward, that'll be part of, you know, that's part of our P&L. That's an operating segment for us. But the other components of that business are that are in joint ventures will continue to be recorded, unfortunately, in other income below the line. But this entity now will be above the line.

Great. Thank you, Johnny. Thank you, Mark.

Thank you. Once again, that is star one to ask a question. And our next question will come from Pofrat with Alliance Global Partners. Your line is open.

Yeah, Gianni, can you just talk about, you know, the decision to break out the terminal and stevedoring? I mean, you look at it, it's less than 1% of revenue. You know, can you just talk about that? Does this indicate that it might become a more meaningful business down the road? And sort of if you can highlight any plans to deploy capital into that business? And then if I do the math on it, you know, it's roughly 28% gross margin. You know, if you just net look at revenues and then add up the costs and can you just talk about sort of the margin profile on that business?

Yeah. So sure. On the, on the first, on the first question, I know there's levels of, of, uh, you know, how we can break this out from an accounting perspective. It's definitely a new operating segment for us. It's a different type of revenue. It's a different type of business. It's complementary, obviously, and strategically important to us, but the nature of its revenues are different than voyage revenue or charter revenue, which are our two other main streams of revenue. So from that perspective, it is warranted to break out, and we have. But there's other levels. This won't be a separate reporting segment just yet. It will be a new operating segment, but it's not a reportable segment. We hope to grow it and to continue. We've made an effort, and you've heard it on conference call after conference call and presentation after presentation, that this is part of our strategy to diversify and have a larger offering to customers than what a traditional shipping company would necessarily provide. So it's definitely strategically important, and showing the information as we have on our P&L, which essentially is our two new revenue and expense lines, I think is important. Again, what I said to Liam, it is one month of activity. The business can be lumpy. There can be periods of multiple ships at port, and there can be periods where there's fewer ships. So one month of activity I don't think is the best indicator on a go-forward basis, but it is you know, certainly helpful. On a longer term, we project a slightly lower margin than what we saw in the first month of activity. But it still will be shown separately, and it's important to us to continue growing it.

Great. And then could you quantify the ice class premium that you booked in your forward cover? you know, 200, you know, I think if I do the math correctly, it's about 26% of your forward days booked. Can you just quantify, you know, what those 920 days were booked at as far as a rate?

Yeah, hi, Paul Metz here. I mean, in this current rate of environment, the sort of the average return on that ice business in the Arctic is about twice the current index.

Okay. And even if it's twice the current index, it implies that the rest of the fleet is, you know, was well above, you know, what current rates are. And can you just talk about potentially whether you forward booked into the fourth quarter too, and so that we potentially are going to see above average bookings for the fourth quarter if we look at the third quarter conference call?

I mean, we do have a pretty similar book, I would say, to Q3 outside the ice season, right? So for Q4 outside the ice business end. As Mark alluded to earlier, the numbers that we reported so far for Q3 are not driven solely by the ice. It's also our other business that also, you know, a healthy degree of cover going into that quarter.

Okay. And then when you look at the overall business, I think a competitor of yours mentioned that the COA business is backed off. You know, companies are making – shippers are making – less firm commitments as we look out and call it six months or so. Are you, are you seeing the same thing? And, and then what does that imply as far as your chartered in fleet, you know, for the third and fourth quarters?

In terms of the chartered in fleet that, that is in our business, you know, always a pretty dynamic number, um, depending on, on, on the market conditions at any current time. Right. So, um, In terms of the outlook, I would say that this is not typically the season where those sort of contracts for one, two years are made. It typically happens towards the end of the year. And we are still having discussions with several of our customers about long-term commitments into both 24 and 25. So I think it depends on where you are in the market and what sort of service you're offering to your customers, whether you have those discussions or not.

And a little bit of where you think the market's going to be a year from now. So if you think the market's going to be twice what it is today a year from now, you don't want to put your ship out that far. But a shipper might want to contract for today's rate out for another year. So there is a gap there between what's acceptable buyer and seller.

Okay. I guess to get a little more

specific you know you only had a chartered in or you chartered in 20 vessels during the second quarter is that a good number to use for the rest of the year yeah i think so i mean it's obviously a bit of a bit of guess work on into that statement but but if the market continues the way it has been for q2 i don't see why we should change that number dramatically it's it's It's all about how we get the best sort of short-term value out of those arbitrage opportunities, Paul, right? Whether you want to take a ship for a couple of legs or you just take it for a trip. And in a soft market as we've had for the last, you know, six months maybe even, you know, we don't want to take those risks and go out long on chartered internets. We get more value out of just executing on the trips.

Okay. That's helpful. Thanks, Matt. And then, Gianni, can I just ask you a couple of questions about the the cash flow statement, two items jump out at me. One is that there's a pretty meaningful increase in the accounts for doubtful accounts, provision for doubtful accounts. It was negative in the first quarter and was over a million in the second quarter for a six-month run rate. Can you just talk about that? And then secondly, you had a working capital deficit or use in the second quarter. Do you expect that to reverse over the course of the rest of the year?

Yeah, sure. So part of the working capital, the draw on working capital, we had the cash acquisitions of the bulk prudence and the acquisition of the port terminal In addition, we had a, you know, a reclass of debt coming due in May of 2024. So that is now in our current liability. So it is affecting our working capital. Our expectation there, as I said in my prepared marks, is, you know, we're pretty comfortable in the interest rate that we have. It was, you know, fortunate we locked in a significant amount of our debt when we did at the at interest rates that were far more favorable. So as we approach that maturity, we are, you know, we're currently working, talking to some lenders and, you know, we're, we have no, we have no worries about the potential refinancing as it approaches. It's just a matter of tactically looking at, you know, how much we will refinance and how we can be as efficient as possible in that, in that respect. So, yeah, I don't think we'll see a similar draw on working capital that we did in Q2. On the reserve front, we did make a slight adjustment in our general reserve policy. So these are just, you know, overall macro-type reserves, nothing that would, you know, just overall general reserve. We made a slight adjustment to our general reserve policy, which resulted in a slight increase in our reserve. So I don't expect, you know, I expect that modification to not have any further impact for the balance of the year.

Sounds good. And then just two other things came up. One is that you mentioned that some of the some of your terminal and stevedoring activities are run through the JV. How, you know, if you, on a gross revenue basis, how much is that generating, you know, how meaningful is that relative to the, you know, current reported terminal and stevedoring revenue? And then secondly, just if you wouldn't mind quantifying the extra revenue you know, G&A or transaction costs that you incurred in the second quarter associated with the acquisition?

Sure. So I'll start with the JV. So we've had these joint ventures for years. So the impacts of them should be the same going forward, right? And it was always recorded. Our pro rata share of the net income of those entities was recorded in other income. We've been in these joint ventures, some since, I don't know, 2016, 2017, and some a little bit more recent. But since they're held in joint ventures, the accounting for them and the recognition of the income will continue to be reflected in that manner. So we'll continue to just recognize our pro rata share of the income and other income. Oh, and sorry, in the gross revenue of the entities, we wouldn't be showing it. We're not consolidating it in. But it would be, you know, $5 million, $10 million is probably the range we're seeing for that activity.

Understood, yeah. You know, it's all captured through the JV, but it was just sort of trying to figure out on a gross basis, sir. how meaningful it is to the overall business.

And then your second question there on the G&A related to the acquisition. In the MD&A, we do have some discussion about it in the 10Q, but it was closing costs one time, closing costs just over $300,000 of closing costs. that were incurred in the quarter that we don't expect to, obviously, to occur again throughout the year.

Yeah, I was going to guess around 3% or so of the overall $7.2 million acquisition. Great. Thanks for your help. Congratulations on a good quarter.

Thanks, both.

Thanks, both.

Thank you.

Thank you. And at this time, there are no further questions in the queue, so I would like to turn the call back over to Mark Lanowski for any additional or closing remarks.

Once again, thank you for joining our call. Should you have any questions, please feel free to contact us at investors at PangeaLS.com, and a member of our team will follow up with you. This concludes our call today. You may now disconnect.

Thank you, ladies and gentlemen. This concludes today's presentation, and we appreciate your participation. You may disconnect at any time.