Pangaea Logistics Solutions Ltd.

Good morning, my name is Jamie, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pangea Logistics Solutions 3rd Quarter 2025 Earnings Teleconference. Today's call is being recorded and will be available for replay beginning at 11 a.m. Eastern Standard Time. The recording can be accessed by dialing 800-839-5492 for domestic or 402-220-2551 for international. 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 Q&A segment, please press star 1 on your phone. If your question has been answered, you may remove yourself from the queue at any time by pressing star 2. We do ask that you pick up your handset for optimal sound quality. It is now my pleasure to turn the floor over to Stephan Neely with Vallum Advisors. Please go ahead.

Thank you, operator, and welcome to the Pangea Logistics Solutions third quarter 2025 results conference call. Leading the call with me today is CEO Mark Filanowski, 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. With that, I would like to turn the call over to Mark.

Thank you, Stephan, and welcome to those joining us on the call today. We delivered strong third quarter results, reflecting a seasonally active Arctic trading period and continued progress against our strategic priorities. The third quarter is typically our high watermark for the year, giving Arctic activity, and this year was no exception. We delivered TCE rates that averaged 10% above the prevailing market for Panamax, Supermax, and Handy Size indices, supported by our niche ice class capabilities and long-term COAs. This outperformance occurred against the backdrop of a strengthening dry bulk market during the quarter. With the integration of the 15 handy-sized vessels we acquired from SSI at the end of last year, shipping days increased by 22% year-over-year, resulting in adjusted EBITDA of $28.9 million, an increase of approximately 20% compared to last year. This underscores the leverage of our integrated model along with our scale as we maintain our cargo-centric discipline. During the quarter, we further expanded our integrated service platform, which combines specialized shipping with terminal, stevedoring, and port services. This platform deepens customer relationships and enhances long-term growth. We commenced operations at the port of Pascagoula in Mississippi and at the port of Aransas in Texas. In the fourth quarter, we will begin operations in Lake Charles, Louisiana. Expansion at the port of Tampa, Florida is delayed a bit due to equipment deliveries, but we expect to begin operations early next year. We also continue to advance our fleet renewal strategy. During the quarter, we completed the sale of our strategic endeavor and last month entered into an agreement to sell the 2005 built bulk freedom for $9.6 million. These actions are consistent with our focus on improving fleet efficiency and emissions performance. As announced last quarter, we also completed the purchase of the remaining 49% stake in CMAR Management, our technical operations platform in Athens, giving us more control over technical management and further aligning operational performance with our commercial strategy. Additionally, we closed on the financing for Strategic Spirit and Strategic Vision, totaling $18 million. These financings enhance balance sheet flexibility and provide additional capacity to support growth and working capital needs. On capital allocation, we remain disciplined and continue to prioritize investing in our fleet and organic growth opportunities, maintaining a strong balance sheet and returning capital to investors. Through today, we have repurchased approximately 600,000 shares for a total of approximately $3 million. We also declared a 5-cent quarterly dividend consistent with our prior two quarters. We ended the quarter with approximately $94 million in unrestricted cash supported by strong operating cash flow. Our balance sheet strength allows us to continue executing these priorities while navigating the current dry bulk environment. Broadly, near-term dry bulk fundamentals remain constructive for our mix of minor bulks with normal seasonality expected as our Arctic activity tapers into quarter four. Resumed agricultural shipments from the U.S. to China should support U.S. Gulf markets, an important region for us. Expected shipping demand for West Africa to China dry bulk movements on larger ships will trickle down to smaller vessels. Limited effective supply growth and systematic regulatory constraints and confusion support a favorable medium-term setup, and our differentiated business model positions us well to deliver premium TCE returns through the cycle. Looking ahead to the fourth quarter of 2025, broader dry bulk market pricing remains buoyant. As of today, we've booked 4,210 shipping days for the fourth quarter, generating a TCE of $17,107 per day. Before I turn the call over to Johnny, I would like to take a moment on a personal note. As announced in September, I will retire as CEO and step down from the board effective January 1, 2026. It's been a privilege to serve as the Chief Executive Officer of this company for the past four years and to work alongside our talented and dedicated team. Together, we've grown Pangea into a differentiated, cargo-focused logistics platform. We've tripled the size of our own fleet and expanded our port and logistics operations to 10 marine terminals across the U.S. Gulf and Mid-Atlantic. Since the passing of our founder, Ed Cole, we have worked tirelessly to further his vision for the company and to position Pangea for sustainable long-term growth. Ed was a real supply chain guy, always looking for solutions for his customers. I think he would be proud of what we've accomplished and the foundation we've built for the future. I have full confidence that Mads Pedersen, our current chief operating officer, is the right leader to take Pangea into its next chapter. Matt says over two decades of experience in the dry bulk industry has been instrumental in shaping our strategy and operations over his 16-year tenure with Pangea. His deep understanding of our business, his relationships with our employees and our partners in all areas of our business, and his commitment to our strategy will serve customers and shareholders well. In closing, I'd like to thank our employees, customers, and shareholders for your trust and partnership. It's been an honor to lead Pangea, and I look forward to watching the company continue to thrive under Madden's leadership. With that, I'd like to turn the call over to Johnny to review our third quarter financial results.

Thank you, Mark, and welcome to those joining us on the call today. Our third quarter financial results were highlighted by sustained TCE premiums relative to the prevailing market, supported by our niche ice class fleet during the peak of the Arctic trade season. Third quarter TCE rates were $15,559 per day, a premium of approximately 10% over the average published market rates for Panamax, Supermax, and Handy-sized vessels in the period. Our adjusted EBITDA for the third quarter was $28.9 million, an increase of $4.9 million relative to the prior year period, and adjusted EBITDA margin increased from 15.7% to 17.1%, reflecting a 22% increase in shipping days with a 13% decrease in voyage expenses on a per-day basis. Our total charter hire expenses decreased by 7%, primarily due to a 13% decrease in charter-in days, somewhat offset by higher market rates. Our chartering cost on a per-day basis was $15,387 in the third quarter of 2025, an increase of approximately 6% year-over-year. Through today, we've booked approximately 1,710 days at $16,537 per day for the fourth quarter of 2025. Vessel operating expenses increased by approximately 57% year-over-year. primarily due to the acquisition of the SSI fleet, which increased total loan days by 61%. On a per-day basis, vessel operating expenses net of technical management fees was $5,634 per day. Total general and administrative expenses increased by 64%, from $6 million to approximately $9.8 million. The increase was primarily due to the consolidation of our technical management operations, timing of recognition of incentive compensation year over year, as well as growth related to the SSI fleet acquisition. In total, our reported GAAP net income for the third quarter was $12.2 million, or $0.19 per diluted share. When excluding the impact of the unrealized losses from derivative instruments as well as other non-GAAP adjustments, our reported adjusted net income attributable to Pangea during the quarter was $11.2 million or $0.17 per diluted share. Moving on to cash flows, total cash from operations was approximately flat year-over-year at $28.6 million, driven by strong operating performance and cash generated from working capital. At quarter end, we had approximately $94 million in unrestricted cash in total debt, including finance lease obligations of approximately $386 million. During the quarter, our overall interest expense was $5.6 million, an increase of $1.7 million due to new debt facilities entered into during the third quarter, as well as the assumed debt and finance leases associated with the SSI acquisition. As Mark mentioned, during the third quarter, we completed financing of the strategic spirit for $9 million payable over seven years at an interest rate of SOFR plus 1.95%. and the strategic vision for $9 million payable over five years at an interest rate of SOFR plus 1.95%. The financings closed in July and September, respectively, and provided $18 million in cash that we intend to utilize for working capital and strategic investments. In addition, we continue to execute on our share repurchase program, buying back approximately 200,000 shares during the third quarter, an average price of $4.96 per share. Since quarter end, we've bought back an additional 200,000 shares, bringing our total to approximately 600,000 shares. Our buyback program complements our quarterly dividend policy, reinforcing our focus on delivering shareholder returns through a disciplined and balanced approach to capital allocation. Going forward, we will maintain the same disciplined approach to capital allocation. Our priorities remain clear. Preserve financial flexibility, deliver consistent returns to shareholders, and invest selectively in opportunities that strengthen our integrated shipping and logistics platform. This includes advancing our terminal and stevedoring operations, and continuing our fleet renewal strategy with a focus on capital efficient initiatives. 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 star 1 on your telephone keypad. If at any point your question has been answered, you may remove yourself from the queue by pressing star 2. As a reminder, we do ask that you please pick up your handset for optimal sound quality. Once again, that is star one to signal for a question and star two to remove yourself. We'll pause for just a moment to allow questions to queue.

We'll go first to Pofrat with AGP.

Please go ahead.

Hey, good morning. Morning, Pof. Good morning. Mark, fair wind and following or fair seas and following winds, so. Congratulations on your retirement.

Thank you, Paul. Was it Richard Nixon who said, Paul, you're going to miss me. You won't have me to kick around anymore.

Well, I'm not sure I've been kicking you. So congratulations. And then, Mads, just if you could, you know, you're not in the, in the seat yet, but can you just highlight sort of a couple of your priorities, any changes that we might see, you know, maybe give us our top three, you know, priorities going forward?

Thank you, Paul. Great question. I mean, we are definitely not looking at anything revolutionary here. Mark and I and Johnny and Dan as well and the rest of the team here, we have worked on our strategy together. It's just never a one-person project. We just want to do essentially more of the same, grow the platform the way it is now. That is about the customers, growing the customer base, growing our logistics and port and terminals offering, and then, you know, also over time, of course, when the opportunities present themselves, we want to grow the number of ships in our fleet as well. So, you know, it's simply about execution for me. You know, there will be, of course, tweaks along the way. There always is. But for sure, nothing revolutionary. So it's about running the company, you know, efficiently and then growing the platform as we go.

Great. Thank you, Matt. And then when you look out, you know, your forward cover, I think you, you know, it's over 4,000 days at 17,000, you know, can you, what do you think the premium to the index does in the fourth quarter? It compressed a little bit in the third quarter, I think probably just because of the Arctic trade, you know, set rates and then also the market improved over the course of the quarter. So, Would you expect the premium to expand in the fourth quarter? And then also, you know, typically the third quarter is your highest high watermark for the year, but it doesn't look like that's going to be the case this year, and it looks like the fourth quarter is going to be higher than the third quarter. Can you just talk about sort of the rate environment for the fourth quarter?

Yeah, so I think in terms of the Arctic business, some of that actually extends a little bit into Q4 for us. But Q3 is sort of developed in a way that is not uncommon for us when you are at the backdrop of a rising market. The ships are all performing voyages that have to be completed before they are repriced. And additionally, we do have some shorter-term cargo commitments that our margin contracts on. So that's not a normal in a rising market. I think Q4 is not done yet. We haven't, you know, fixed all our exposure there. However, I do think that over time the premiums will probably, you know, for sure the expectation is that they go towards something that you normally see in our business in Q4.

Great. And then you sold another older Supra. Can you sort of talk about your fleet renewal program in the context of asset values, even for older assets, holding up pretty well. Is 2026 going to be as active as 2025 as far as fleet renewal on the sales side?

We'll have to see what opportunities present themselves. We have a pretty pragmatic approach to to decisions around sales, right? We're looking at, as is the case for the board freedom, when the ship's approaching 20 years old and the investments you have to do versus what you can replace that ship with. So we're always looking at that. I think in terms of fleet renewal, we're always looking. I don't think we are necessarily deterred by the current market conditions in terms of values or spot market, really. So I still think that, especially in the Ultramax segment, there are opportunities. It's all about finding the right ones. We're a little bit picky when it comes to the ships that we want to bring into the fleet. But, you know, we for sure long-term don't want to have a shrinking fleet, that's for sure. So fleet renewal and to sort of keep our kind of status quo is a must. And then the question after that is whether, you know, expansion is in the cards.

Great. Thank you. And, Mark, good luck and congratulations, Matt.

Thank you, Paul. Thank you, Paul.

Once again, ladies and gentlemen, if you would like to signal for a question, simply press star 1 on your telephone keypad. Again, that is star 1, and we'll pause for just a moment. It appears that we have no further questions at this time. I'd like to turn the floor back over to Mark Filanowski for any additional or closing comments.

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.