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Operator: Good morning. My name is Madison, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pangaea Logistics Solutions Fourth Quarter and Full Year 2024 Earnings Teleconference. Today’s call is being recorded and will be available for replay beginning at 11:00 a.m. Eastern Standard Time. The recording can be accessed by dialing (800) 723-0532 or (402) 220-2655. [Operator Instructions] It is now my pleasure to turn the floor over to Stefan Neely with Vallum Advisors.

Stefan Neely: Thank you, operator, and welcome to the Pangaea Logistics Solutions Fourth Quarter and Full Year 2024 Results Conference Call. During the call with me today is CEO, Mark Filonowski; Chief Financial Officer, Gianni Del Signore; and COO, Mads Petersen. 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.

Mark Filanowski: Thank you, Stefan, and welcome to those joining us on the call today. After the market closed yesterday, we issued a release detailing our fourth quarter and full year 2024 results. Our fourth quarter performance was a strong finish to a transformational year for Pangaea, one in which our strong base of long-term contracts and premium rate model supported a greater than 20% year-over-year increase in adjusted EBITDA despite pronounced softness in the broader dry bulk market. Our differentiated cargo strategy and leading market share across global ice class trades have enabled us to drive consistent TCE rate outperformance versus the broader market, culminating in significant growth in fourth quarter profitability.

On December 30, we successfully completed our previously announced merger with strategic shipping fleet of 15 Handysize dry bulk vessels. This complementary transaction will allow us to expand our business into a smaller sized segment of the market, leveraging these smaller ships to grow our stevedoring and terminal services offerings. In connection with this transaction, we issued 18.1 million common shares to SSI in exchange for the 15 vessels, and we assumed approximately $100 million in vessel indebtedness, all of which have now been incorporated into our balance sheet. Following the conclusion of this transaction, we now have a total fleet of 41 owned vessels, supplemented by short-term chartered-in ships that bring our operating fleet into a range of 60 to 70 vessels at any given time.

With the larger fleet, we’re in a strong position to materially expand our logistics and terminal services across a broader footprint of high-traffic ports consistent with our strategic focus. While we continue to experience robust demand across all our bulk trades, supported by ongoing economic expansion and domestic infrastructure investment. We recognize the potential headwinds posed by proposed tariffs and new port entry fees in the U.S. These factors could introduce near-term volatility in market rates, and they may drive structural shifts within the global shipping and dry bulk landscapes. We remain vigilant in monitoring developments and trade policies that have potential implications for our business. Importantly, our asset-light cargo-centric operating model designed to leverage a strategic mix of owned and chartered-in vessels remains a competitive key advance.

This model enhances our flexibility, cost efficiency and scalability through market cycles, positioning us to effectively manage potential volatility while continuing to drive profitable growth, generate free cash flow and deliver premium TCE returns. For the fourth quarter of 2024, we reported adjusted net income of $7.6 million and adjusted EBITDA of $23.2 million, representing significant year-over-year growth despite prevailing market rates decreasing by 22.6% during the quarter. Our adjusted EBITDA growth of approximately $4 million compared to last year’s fourth quarter, reflects the performance of our active operating model and a full quarter of operations from the 2 ships we purchased earlier this year, which drove a more than 20% increase in our voyage days.

Our TCE exceeded the benchmark index by 48% in the fourth quarter. Looking ahead to the first quarter of 2025, dry bulk demand has been seasonally soft across all major trade routes. Market prices have been volatile over the last few months due to anticipation, uncertainty and anxiety over international trade although demand remains consistent. Through today, we booked 4,982 shipping days, generating a TCE of $11,412 a day for the current 2025 quarter. As we move further into 2025, we’ll continue to exercise a balanced return-focused approach to capital allocation. Our recent vessel acquisitions, fleet combination and JV buyout are a testament to our confidence in our business plan and our disciplined capital allocation strategy that seeks to maximize long-term shareholder returns.

With that, I’ll hand it over to Gianni for a discussion of our fourth quarter and full year financial results.

Gianni DelSignore: Thank you, Mark, and welcome to those joining us on the call today. Our fourth quarter financial results are highlighted by strong earnings growth, sustained TCE premiums relative to the prevailing market and strong free cash flow generation, all during a period where broader demand and market prices softened. Fourth quarter TCE rates were approximately $15,941 per day, a premium of approximately 48% over the average published market rates for Supramax and Panamax vessels in the period, which was driven by strong fleet utilization within Arctic trade routes and our broad base of long-term contracts of affreightment. Our adjusted EBITDA for the fourth quarter was $23.2 million, an increase of approximately $4 million relative to the prior year period.

Our adjusted EBITDA margin increased 180 basis points to 16.7% as strong growth in the total shipping days year-over-year and lower charter-in rates drove operating efficiencies. This dynamic is enabled by our flexible cargo-focused business model, which allows us to focus on meeting customer cargo obligations in the most efficient possible manner based on prevailing market conditions. Our total charter hire expense increased by 1.7% compared to the fourth quarter of 2023 due to a 33% increase in total chartered-in days that was almost entirely offset by a 23% decrease in the prevailing market rates for Panamax and Supramax vessels. Our charter-in cost on a per day basis was 13,787 in the fourth quarter of 2024. And through today, we booked approximately 1,736 days at $10,243 per day for the first quarter of 2025.

Special operating expenses net of technical management fees increased by approximately 9% year-over-year from an average of $5,971 per day last year to $6,525 per day in the fourth quarter of 2024. However, for the full year of 2024, vessel operating expenses, net of technical management fees declined by 7% to $5820 per day. In total, our reported GAAP net income attributable to Pangaea for the fourth quarter was $8.4 million or $0.18 per diluted share compared to $1.1 million or $0.03 per diluted share in the fourth quarter of last year. 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 Pangaea during the quarter was $7.6 million or $0.16 per diluted share, which was consented with the fourth quarter of last year.

Moving on to cash flows. Total cash from operations decreased by $4.6 million year-over-year to approximately $19.2 million due to a decrease in cash generated by net working capital, which offset improved operating — operating earnings. At quarter end, the company had $86.8 million in cash and total debt, including finance lease obligations of approximately $404 million. Our finance leases at the end of the quarter include approximately $100 million of lease obligations associated with the strategic fleet combination, which closed on December 30. During the quarter, our overall interest expense was $4.7 million, an increase of 10.5% due to new debt facilities entered into during the third and fourth quarter of 2024. When factoring in the interest expense from leases assumed from the SSI merger, our interest expense would have been approximately $1.3 million higher, which is the approximate run rate we expect going forward, barring material changes in interest rates.

Through the successful completion of the SSI acquisition, the strategic deployment of equity to expand our fleet and the recent buyout of the remaining 50% equity interest in our post Panamax ice class [indiscernible] vessels, we have taken a disciplined and opportunistic approach to capital allocation. These initiatives are designed to maximize long-term capital return potential while positioning the company for continued growth. In the near term, our capital allocation strategy will remain focused on targeted investments in our [indiscernible] logistics operations, the renewal and modernization of our dry bulk fleet and the continued reduction of our debt. Additionally, we remain committed to a consistent and sustainable return of capital strategy.

With that, we will now open the line for questions.

Operator: [Operator Instructions] And we will take our first question from Liam Burke with B. Riley Securities.

Liam Burke: Mark, on your partial fixtures for the first quarter, obviously, it’s a — the rates in general have been bad, but you really have distance them. I mean that’s on a relative basis, a pretty impressive number. Is it just your COAs and contracts, what’s contributed to that 40% boost?

Mark Filanowski: Liam, we always look for work that pays a little bit more than market. We’ve always prided ourselves on taking tough cargoes, making our ships work hard for what we do. We take dirty cargoes, we go into ICE waters. We go to places where other people don’t really want to go because the risks, the cost to manage the risks, they’re not willing to pay. So we will do that. We’ve got an excellent operating platform. We’ve got really ship managers that really contribute to the bottom line for us. So in addition to the COAs, the contracts that we enter into, we look for things that add value. That’s our whole business plan in a nutshell.

Liam Burke: That’s great. Just as a follow-on to that, you’ve added new vessels on the year-end acquisition. How quickly do you think you can roll those vessels from their traditional chartering to the Pangaea chartering platform.

Mark Filanowski: We’ve made great progress already. I think we’ve done half a dozen different voyages on these ships or planned voyages on these ships that — in trade that they haven’t done so much of — and I’m talking about taking the ships into the icy waters and taking the dirtier cargoes and visiting places where they haven’t been before. So we are making progress already. But in this difficult market, the margins to do all that stuff have shrunk as well as the rates themselves. So we hope when the market bounces, we’ve seen a little greener numbers in the last couple of weeks on the dry bulk side. And on the indexes, we hope to make that happen [indiscernible]. Later this year, we should see some improvement in that.

Liam Burke: Great. And if I could slide in one more quickly. Your port services business generated a little more profitability on than you had in the past on similar type revenue levels. Is there anything going on there that allowed you to eke out a little more profitability?

Mark Filanowski: Yes. What we’ve done is we’ve done more dry bulk voyages — dry bulk business in some of our terminals that pays a little bit more than some of the other stuff we do. But the port side is really bright for us. We’ve opened up a new port and operation in Aransas near Corpus Christi is a fast-growing place that we think we’ll be able to do some really nice business with. We — we’ve started the actual construction down in Tampa, Tempur Red Wing terminal, where we’ll bring 20 ships this year loaded with aggregate to discharge and store on that site. That’s a big step for us in the terminal side. So we’re looking at other business in Lake Charles. So it’s really starting to come together for us.

Operator: And we’ll take our next question from Poe Fratt with AGP.

Charles Fratt: Glad you’re all well. When I look at the capital allocation, you highlighted 2 things: one, fleet renewal and then debt reduction. And with the fleet renewal you added with the SSI you added [indiscernible]. Can you help me understand how to frame the capital allocation and fleet renewable? Do you think that you have an optimal number of owned vessels right now? Or do you think that it might be worthwhile to scale back and pay down debt by selling some of the older assets?

Mark Filanowski: Boy, Poe, like every ship owner, we are always trying to grow our fleet. But we want to do it cautiously. We want to do it thoughtfully. We just took on a big slug of new ships, the 15 handy. That brings us a long way toward our growth goals. There is renewal to do we got some older ships reaching the 20-year age. So we will sell off some of those ships as they come up to 20 years in age. What we do with the proceeds is really — we haven’t decided yet, where we should put that money, whether we should pay down debt. We don’t think we’re over-leveraged today, although — and if rates trend down, that might not be the best use of capital. We want to be opportunistic in buying ships. So we’ll wait for the market to drop a little bit. And we will want to take advantage of that going forward, but not — not 15 more this year, for sure.

Unknown Executive: Bob, if I could add on the debt service side for 2025. we are — we basically have steady repayments only [indiscernible] repayments on our debt facility. So it’s around $11 million of debt service per quarter, pretty steady right until 2027 when we have our first meaningful balloon payment. But then if we look at our debt structure as a whole, we’re fixed — we’re fixed on a large portion, about 34% of our debt is fixed. And then about 27% of our debt is capped or is fixed through an interest rate cap. And then the remaining is floating. So there is, I think, opportunity if we wanted to attack some. But when I look at debt service for 2025 and even right through 2026, we have a pretty steady repayment forecast ahead, and we can be opportunistic if we want to. We’re not forced necessarily to repay anything unless we choose to.

Mark Filanowski: And on that balloon that comes up in ’27 that debt is on ships that are readily finance rebatable.

Charles Fratt: Great. Those metrics are really helpful. So just on the margin, you’re more of a buyer than a seller with where asset values are right now?

Mark Filanowski: Well, we’d like to see asset values come down a tick more before we jump in, but.

Charles Fratt: Great. Gianni, can you highlight the operating leverage that you that you — with the acquisition of SSI, maybe one way to look at it would be your G&A level. Can you highlight your current per day G&A level or maybe at an absolute level for the first quarter of 2025.

Gianni DelSignore: Sure. From a G&A perspective per day, for 2024, the number was around about $1,200 per day was our overall G&A cost. The addition of the vessels. Our platform is quite scalable when you look at the vessel operations side, the incremental G&A to add the number of vessels that we did is not really a significant increase. So on a per day basis, I do expect it to be relatively consistent, per shipping day, correct. On a per ship day. I do expect it to remain relatively consistent or even maybe even come down a little bit as we see some of that sort of economy of scale and our operation really kick in. So I don’t expect — while the number is certainly there’ll be incremental G&A with the number of people we’ve onboarded as part of the acquisition. It’s about 10 people that were brought on to the team. But on a per day basis, we’re still pretty comfortable. So I think we have — we can deploy our operating model and in a really efficient way. .

Charles Fratt: Great. And do you have sort of — what’s the target for absolute G&A in the first quarter then?

Gianni DelSignore: Probably an incremental amount of — you mean from Poe, just to clarify, from a dollar perspective.

Charles Fratt: Yes, dollar. Just total dollar at this point in time. What’s your sort of run rate for the first quarter.

Gianni DelSignore: I’d say what we have there in the fourth quarter, what we what we’re showing there is probably — it’s actually probably a good indication for a quarterly rate for next year.

Charles Fratt: So just to clarify, so G&A and the total dollar amount is going to be fairly flat, maybe up a little bit, but your shipping days are obviously going to be a lot higher. You’re running right now, year-end, you ran a fleet of 62, you’re 42 owned or 41 owned. Is that a fair way to look at it, Gianni?

Gianni DelSignore: I think for the full year, like I said, I think we’ll probably see an incremental amount in that number, we have not necessarily disclosed yet. But for the full year compared to ’24, I would say it’s an incremental model probably $1 million to $2 million of incremental G&A.

Mark Filanowski: The other thing that impacts the number you’re looking for, Poe, the shift the cost per shipping day. is the number of chartered and ships we have at any point in time. So that can cause that that product to be to move up and down.

Charles Fratt: Great. And then it looked like at year-end, you’re running 62. And can you give me sort of either a snapshot right now on how many — what’s your total operating fleet or potentially what we should use for an average for the first quarter as far as the operating fleet?

Mads Petersen: Poe, Mads here, we’re probably a tick lower than that now or maybe around 60, which is not that — it fluctuates a little bit. We tend to shrink the fleet a little bit when the market is depressed. So of course, the hope is that as the market picks up with the [indiscernible] business also grows in the rest of the year.

Charles Fratt: Great. And then Gianni, or maybe, Mads, you can highlight first quarter dry docking and maybe dry docking for the year as far as idle time on the fleet?

Mads Petersen: Yes. So it’s for us and for many others in the business, it’s a basic year for dry docking, right? We have 4 ships in radar right now. We will have 12 in total for the year. So that’s — that’s the situation. The ship spends about 25 to 30 days and drive these days. .

Charles Fratt: Great. And congratulations on closing the transaction, and also buying in the 50% order book?

Gianni DelSignore: Thank you, Poe. Busy year. .

Operator: And we will take our next question from [indiscernible] with Fernley Securities.

Unknown Analyst: Yes. There’s been quite an extensive amount of questions on capital allocation, but I just like to add one more, and the market is where it is. And I guess you’re looking at quite a big reduction in earnings for Q1 and with your amortization profile being what it is, how should we think about dividends as earnings are a bit suppressed over the coming, let’s say, 1, perhaps 2 quarters? Do you expect to maintain that level? Or could we see amendments to the run rate dividend that’s been paid over the past 4 quarters?

Mark Filanowski: Neil, thanks for the question. We — the dividend consideration is a quarterly [indiscernible] by the Board every meeting. And we look at the market, we look at the cash flow generation capability of our fleet, upcoming capital expenditures like dockings — so it’s — we don’t have a fixed formula, but we look at it every quarter. It is our hope to — we strive to have a consistent and sustainable dividend. That’s what we talk about every quarter when we — when dividend discussion comes up. .

Unknown Analyst: Yes. Okay. Understood. And a bit on your terminal operations. You’re saying that you you expect to be complete with expanding those operations in the second half of 2025 and [indiscernible] plan. Just wondering what sort of earnings level we can expect as a run rate when you’re at full operations? And are you seeing any incremental investment opportunities in that space currently?

Mark Filanowski: [indiscernible], do you want to talk about the upcoming year, what we think an income is when we’re [indiscernible].

Gianni DelSignore: Yes. For ports and terminals, what Mark had said earlier, I think we’re seeing a lot of opportunities there. It was a good fourth quarter, like that was identified. It was good margins, especially in our — especially on our dry bulk side and Port Everglades and the amount of volume there. But next year, if projects are coming online over — not really in a straight-line manner, they can be somewhat lumpy. But we do expect — we do expect it to grow in ’25 and especially as we get towards the end of the year. But I think what — the fourth quarter is a good indication of a decent run rate of operations for our ports and terminals. And then as projects come on, there will be in incremental EBITDA generated, especially towards the second half of next year. Sorry, second half of 2025, rather.

Operator: And we will take our next question from Michael Matheson with Sidoti & Company.

Unknown Analyst: Congratulations on the quarter.

Mark Filanowski: Thanks, Michael.

Unknown Analyst: In your earnings presentation, you pointed out that near-term growth in shipping capacity is going to be pretty limited. Obviously benefiting TCE rates. But looking ahead to the medium term, are there enough ships being delivered to potentially reduce TCE and does the specialized nature of your business and your port calls kind of insulate you a bit from competitive pressures?

Mark Filanowski: Well, Michael, you hit sort of on one of our plans to lean a little bit more toward ports and terminals to to get us away from the volatility of the shipping business. We think we’ve done that and demonstrated that it works over the past few years where we — our performance is a little bit better than the general market. So that is a goal of ours to be a little more consistent and a little more — show a little more sustainable income on the bottom line. . Regarding the number of ships, I think you’re talking about the industry, new building deliveries into the business that was identified as a couple of years ago as a real strength behind the dry bulk industry that the order book was low and that as time went on, there would be some tightness in the market because of the restricted deliveries of new ships into the market.

New building orders have increased some, but they’re still relatively low compared to historic delivery book. And we expect that over the next couple of years, that will continue to have a little — quite a little tightness in the market and keep rates a little bit higher.

Unknown Analyst: Great. if you’ll permit a follow-up, you stated earlier that you’re planning to be pretty thoughtful and disciplined about capital allocation, particularly debt paydowns. Is there sort of a target ratio for leverage?

Mark Filanowski: I guess we like to see. We look at it in a couple of different ways. We look at debt as it relates to shareholders’ equity on the balance sheet. We look at it going forward in terms of the cash needed to service the debt. We look at it compared to debt outstanding compared to the actual vessel values fair market values on our — of ships we have in our fleet. So we look at it in a lot of different ways. And at this point, we don’t think we’re overleveraged. We think we’re somewhere around 50% if you look at all those ratios together. Gianni, do you want to [indiscernible].

Gianni DelSignore: Yes, just a comment on the — when we look at it from a debt-to vessel value perspective, we’re — yes, we’re around 50% to 55% from a book value perspective. And then if it’s adjusted, we also look at it from a fair market value perspective, and I think we’re generally comfortable where we stand. And yes, and then ultimately, when we look at new debt facilities, we set certain thresholds that we don’t want to exceed a certain leverage amount when entering into a new facility. But when we look at corporate leverage now, I think we’re pretty comfortable where we stand and what our — as I mentioned, our repayment forecast for the next couple of years, we’re very comfortable.

Mark Filanowski: What’s helped us a little bit in terms of the cash necessary to make debt service is that we fixed interest rates on a significant part of the debt a few years ago, and that has paid off for us.

Operator: And we will take our next question from Clement Molins with Value Investor’s Edge.

Climent Molins: You’ve already provided at commentary on how costs should move going forward. But as we think about the Handysizes, is there any potential for OpEx per day to come in below your figures for Supramax and Panamax. Any additional color you can provide on that would be really appreciated.

Mark Filanowski: Thanks for the question, Climent. I think our estimate is that the OpEx will be fairly similar to our Supramax. We don’t have a huge difference in the operating costs.

Climent Molins: Makes sense. And final question for me. This 1 is more on the modeling side. Could you quantify the amount of operating lease liabilities you had on the balance sheet as of year-end?

Gianni DelSignore: Sorry, Climent, could you ask that again? What was the liabilities?

Climent Molins: Yes. The amount of operating lease liabilities you have on the balance sheet as of year-end for [indiscernible].

Mark Filanowski: Operating leases?

Climent Molins: Exactly. Yes.

Gianni DelSignore: Operating lease. So if I understand the question correctly, the operating — we don’t have any operating leases on the balance sheet. I’m assuming you’re referring to maybe chartering in the charter in vessels that maybe from an accounting perspective, be classified as leases, but all of our charges [indiscernible]. Yes, yes. So our chartered-in vessels to the — we don’t charter in vessels for greater than a year. Typically, our average is 3 to 6 months, sometimes a little bit longer. Sorry, sometimes longer or shorter, depending on where the market is. Currently, we’re obviously chartering in on a shorter-term basis for trips and short charters. So none of our chartered-in vessels would would be considered an operating lease and capitalized on the balance sheet considering our chartering strategy.

Operator: And we do have a follow-up question from Poe Fratt with AGP.

Charles Fratt: I just have 2 more. Mark, you talked about increasing the Steve Doherty business to smooth out the volatility of earnings. We’ve been talking about for a couple of years. But right now, it’s 2% of revenues in the fourth quarter, roughly. It goes — that percentage is likely to go down with the acquisition you made at the end of last year. Are there any big opportunities out there to book up that business, no pun intended, but — are there any big opportunities out there? Or is it just going to go slow and steady and never really get above 5% of total revenues?

Mark Filanowski: Well, we were looking at the Panama Canal deal before it was taken away from us by Black Rock, I guess. But there are big deals out there to do Poe — right now, we’re trying to do it on a — without spending a lot of money upfront. We’re making progress. We’re doing it without buying land which is an expensive way to do it. But as we grow and as we show up in more and more places, more and more opportunities are coming to us. So I think there’s a little bit of momentum that we’re building here [indiscernible] we’ll be able to — we’re working on.

Unknown Executive: And Poe just a comment also that a big part of the value of this operation shows up in [indiscernible]? It’s that ability to package services, freestyling into one package. So that part of the business also drives a TCE premium that have been mentioned a couple of times on the call.

Charles Fratt: Okay. And then you made a big acquisition at the end of last year. There’s extensive discussions and negotiations and due diligence leading up to that because it took a while for that deal to get across the finish line. You’re 70 days into it. Can you give me an idea of how it’s going so far, whether there’s been any surprises integrating that fleet any either positive negatives that you want to highlight on how that transaction is panning out so far?

Mark Filanowski: I think it’s all been positive for us, Poe, it’s not a totally different business for us, but it does give us a little different look at some of the cargoes that are available and ways to offer more services, more of an expanded service to our customers. So our participation has been welcomed by the market. the people that came with us are doing a great job of considering our business plan and doing things a little differently with their fleet. And it’s our goal to have people cross-trained in the different segments and bring different thoughts to each of the pieces of business we do. So it’s been nothing but positive actually. .

Operator: And it appears that we have no further questions at this time. I will now turn the program back to Mark Filanowski for any additional or closing remarks.

Mark Filanowski: Thank you for joining us on the call today. If you’ve got follow-up questions, we’re always available through our links online. Thanks very much.

Operator: Thank you. This does conclude today’s presentation. Thank you for your participation. You may disconnect at any time.