PANL Pangaea Logistics Solutions Ltd

 

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): May 15, 2015

 

 

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.)

 

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 May 15, 2015, Registrant issued a press release announcing financial results for the three months ended March 31, 2015. 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 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

 

(d)

Exhibits

 

Exhibit

Description

 

99.1

Press Release of Pangaea Logistics Solutions Ltd. dated May 14, 2015 announcing financial results for the three months ended March 31, 2015.

 

 

 

 

 

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: May 15, 2015 

	PANGAEA LOGISTICS SOLUTIONS LTD.
	By:	/s/ Anthony Laura
		Name: Anthony Laura Title: Chief Financial Officer

 

 

 

Exhibit 99.1

  

 

Pangaea Logistics Solutions Ltd. Reports Financial Results for the Three Months Ended March 31, 2015

 

Company Reports Profitable First Quarter and Strong Demand for Services

 

NEWPORT, RI – May 14, 2015 – Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (NASDAQ: PANL), a global provider of comprehensive maritime logistics solutions, announced today its results for the quarter ended March 31, 2015.

 

First Quarter Highlights

 

	·	Net Income attributable to Pangaea Logistics Solutions Ltd. was $7.6 million in the first quarter of 2015, or $0.22 per common share, compared with $6.6 million, or $0.19 per share on a pro forma basis1, in the first quarter of 2014, representing 15% growth
	·	Total revenue of $95.1 million for the first quarter of 2015, a 17% decrease compared to $114.2 million of total revenue reported in the first quarter of 2014
	·	Adjusted EBITDA2 was $12.9 million in the first quarter of 2015, compared with $12.6 million in the first quarter of 2014, representing 3% growth
	·	Cash flow from operations was $11.2 million in the first quarter of 2015, compared with $10.4 million in the first quarter of 2014, representing 7% growth
	·	Continued strong demand for voyage business with a 19% increase in number of voyage days in the first quarter of 2015 compared with the first quarter of 2014
	·	Average time charter equivalent rates of $12,251 per day for the first quarter of 2015
	·	At the end of the quarter, Pangaea had $42.6 million in cash and cash equivalents
	·	Delivery of two new ice-class 1A panamax dry bulk carriers during the quarter, the m/v Nordic Olympic and m/v Nordic Odin in February 2015

 

Edward Coll, Chairman and Chief Executive Officer of Pangaea Logistics Solutions, stated, “The first quarter of 2015 was an especially strong start to the year as we executed on our disciplined approach to generating revenues in a challenging rate environment. Pangaea’s strategy of hiring vessels for short periods and only against known cargo contracts, together with declining bunker and charter-in costs, served us well during the quarter. Our differentiated and conservative approach to delivering dry bulk logistics services for our customers produced results markedly different from the broader dry bulk industry and in spite of extremely challenging weather and operating conditions in Eastern Canada this winter, and a milder than expected winter in North Europe, which limited demand for the Company’s ice-class tonnage.”

 

_________________________

¹ Earnings per share represents total earnings allocated to common stock divided by the weighted average number of common shares outstanding. Pro forma adjusted earnings per share represents adjusted total earnings allocated to common stock divided by the weighted average number of shares giving effect to the mergers as if they had been consummated as of January 1, 2014. See Reconciliation of Adjusted EBITDA and Pro Forma Adjusted Earnings Per Share.

² Adjusted EBITDA is a non-GAAP measure and represents operating earnings before interest expense, income taxes, depreciation and amortization, and other non-operating income and/or expense, if any. See Reconciliation of Adjusted EBITDA and Pro Forma Adjusted Earnings Per Share.

 

 

Results for the Quarter Ended March 31, 2015

 

The Company reported net income of $7.6 million, or $0.22 per common share, for the first quarter of 2015, a 15% increase over the first quarter of 2014 when the Company reported net income of $6.6 million, or $0.19 per common share on a pro forma basis. This increase was primarily attributable to voyage revenue tied to COAs making up an increased portion of total revenue when compared to market rate charter revenues. Low charter rates and bunker costs also contributed to this quarter’s results.

 

Total revenue of $95.1 million for the quarter ended March 31, 2015 decreased 17% from the $114.2 million generated in the same quarter in 2014 and comprised $90.6 million in voyage revenue and $4.5 million in charter revenue, year-over-year decreases of 1% and 80%, respectively. The decline in total revenue was primarily attributable to a 7% decrease in the Company’s total shipping days from 4,357 days in the first quarter of 2014 to 4,065 days in the first quarter of 2015. Total shipping days are the sum of voyage days, which are tied to COAs and increased 19% year-over-year, and charter days, which are subject to market rates and decreased 67% year-over-year. This reflects the Company’s strategy of limiting its exposure to decreasing rates by chartering in vessels only to meet the demands of specific COAs and voyage contracts in order to maximize profitability. Coll noted, “This quarter’s particularly strong results demonstrate the utility of this disciplined strategy in mitigating the impact of low market rates to the extent possible.”

 

“Because our owned fleet is matched to our portfolio of long-term COAs, we employ our vessels in shipping markets at lower risk,” Coll said. “In a challenging dry bulk market we can mitigate the challenge of low rates by limiting commitments on chartered-in tonnage to very short requirements, which reduces market risk and minimizes idle time.” Coll continued, “This agility allows us to focus on those sectors and routes that present profitable opportunities for voyage and charter business while conserving cash, enabling us to take advantage of attractive opportunities as they present themselves.”

 

Coll continued, “We will continue to control costs and strategically focus on specific trades where our unique expertise provides us with a competitive advantage, including ice-class and backhaul, to best position the Company for continued growth. Despite this risk-sensitive, flexible approach we are not immune to the historically low rates currently facing the industry and the continued volatility in bunker prices, which may be headwinds for us.”

 

Cash Flows

 

Cash and cash equivalents were $42.6 million as of March 31, 2015, compared with $29.8 million on December 31, 2014.

 

For the quarter ended March 31, 2015, the Company’s net cash provided by operating activities was $11.2 million, compared to $10.4 million for the quarter ended March 31, 2014.

 

For the quarters ended March 31, 2015 and 2014, net cash used in investing activities was $40.3 million and $14.9 million, respectively. Net cash provided by financing activities was $41.9 million and $8.9 million for the quarters ended March 31, 2015 and 2014, respectively. These increases reflect our purchase of new ice-class ships, including the m/v Nordic Olympic and m/v Nordic Odin, partially offset by the sale of the m/v Bulk Cajun.

 

Conference Call Details

 

The Company’s management team will host a conference call to discuss our financial results tomorrow, Friday, May 15, 2015 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# 42194922.

 

 

Pangaea Logistics Solutions Ltd.
Consolidated Statements of Income

 

		Three months ended March 31,
		2015				2014
		(unaudited)				(unaudited)
Revenues:
Voyage revenue		$	90,578,942			$	91,559,529
Charter revenue			4,536,846				22,653,349
			95,115,788				114,212,878
Expenses:
Voyage expense			45,324,119				48,134,606
Charter hire expense			24,659,395				43,971,061
Vessel operating expenses			7,785,328				6,919,497
General and administrative			4,318,692				2,576,285
Depreciation and amortization			2,990,594				2,551,625
Loss on sale of vessels			88,868				-
Total expenses			85,166,996				104,153,074
Income from operations			9,948,792				10,059,804
Other income (expense):
Interest expense, net			(1,410,771	)			(1,515,879	)
Interest expense related party debt			(114,966	)			(42,128	)
Imputed interest on related party long-term debt			-				(322,947	)
Unrealized gain (loss) gain on derivative instruments			823,455				(371,558	)
Other income (expense)			83,149				(150,000	)
Total other expense, net			(619,133	)			(2,402,512	)
Net income			9,329,659				7,657,292
Income attributable to noncontrolling interests			(1,729,730	)			(1,064,007	)
Net income attributable to Pangaea Logistics Solutions Ltd.		$	7,599,929			$	6,593,285
Earnings per common share:
Basic		$	0.22			$	0.17
Diluted		$	0.22			$	0.17
Weighted average shares used to compute earnings
per common share (Note 8)
Basic and diluted			34,756,980				13,421,955

  

 

 

Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets

 

		March 31,				December 31,  ,
		2015				2014
Assets		(unaudited)
Current Assets
Cash and cash equivalents		$	42,598,816			$	29,817,507
Restricted cash			1,000,000				1,000,000
Accounts receivable (net of allowance of $4,349,650 at
March 31, 2015 and $4,029,669 at December 31, 2014)			19,565,184				27,362,216
Bunker inventory			13,792,771				15,601,659
Advance hire, prepaid expenses and other current assets			3,051,757				6,568,234
Vessels held for sale, net			3,741,375				4,523,804
Total current assets			83,749,903				84,873,420
Fixed assets, net			268,963,912				207,667,613
Investment in newbuildings in-process			15,296,477				38,471,430
Other noncurrent assets			1,310,216				1,450,802
Total assets		$	369,320,508			$	332,463,265
Liabilities and stockholders' equity
Current liabilities
Accounts payable, accrued expenses and other current liabilities		$	28,656,068			$	40,201,794
Related party debt			61,723,711				59,102,077
Deferred revenue			8,284,176				11,748,926
Current portion long-term debt			22,359,868				17,807,674
Line of credit			3,000,000				3,000,000
Dividend payable			12,724,825				12,824,825
Total current liabilities			136,748,648				144,685,296
Secured long-term debt, net			122,728,090				87,430,416
Commitments and contingencies
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
34,756,980 shares issued and outstanding at March 31, 2015
and December 31, 2014			3,476				3,476
Additional paid-in capital			134,122,003				133,955,445
Accumulated deficit			(28,542,798	)			(36,142,727	)
Total Pangaea Logistics Solutions Ltd. equity			105,582,681				97,816,194
Non-controlling interests			4,261,089				2,531,359
Total stockholders' equity			109,843,770				100,347,553
Total liabilities and stockholders' equity		$	369,320,508			$	332,463,265

 

 

 

 

Pangaea Logistics Solutions Ltd.
Consolidated Statements of Cash Flows

 

		Three months ended March 31,
		2015				2014
		(unaudited)				(unaudited)
Operating activities
Net income		$	9,329,659			$	7,657,292
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization expense			2,990,594				2,551,625
Amortization of deferred financing costs			225,182				284,743
Unrealized (gain) loss on derivative instruments			(823,455	)			371,558
Loss from equity method investee			(53,201	)			-
Provision for doubtful accounts			319,981				73,543
Loss on sales of vessels			88,868				-
Write off unamortized financing costs of repaid debt			25,557				-
Amortization of discount on related party long-term debt			-				322,947
Share-based compensation			166,558				-
Change in operating assets and liabilities:
Accounts receivable			7,477,051				20,364,070
Bunker inventory			1,808,888				879,826
Advance hire, prepaid expenses and other current assets			3,863,659				2,577,048
Account payable, accrued expenses and other current liabilities			(10,771,168	)			(14,936,544	)
Deferred revenue			(3,464,750	)			(9,708,056	)
Net cash provided by operating activities			11,183,423				10,438,052
Investing activities
Purchase of vessels			(44,824,665	)			(14,382,779	)
Proceeds from sales of vessels			4,523,804				-
Deposits on  newbuildings in-process			-				(63,953	)
Drydocking costs			-				(409,000	)
Purchase of building and equipment			(5,399	)			(3,612	)
Net cash used in investing activities			(40,306,260	)			(14,859,344	)
Financing activities
Proceeds of related party debt			2,506,667				-
Payments on related party debt			-				(162,928	)
Proceeds from long-term debt			45,000,000				13,000,000
Payments of financing and issuance costs			(664,722	)			(41,079	)
Payments on long-term debt			(4,837,799	)			(3,837,264	)
Common stock dividends paid			(100,000	)			(100,000	)
Net cash provided by financing activities			41,904,146				8,858,729
Net increase in cash and cash equivalents			12,781,309				4,437,437
Cash and cash equivalents at beginning of period			29,817,507				18,927,927
Cash and cash equivalents at end of period		$	42,598,816			$	23,365,364
Disclosure of noncash items
Dividends declared, not paid		$	-			$	2,101,207
Imputed interest on related party long-term debt		$	-			$	200,802
Cash paid for interest		$	1,185,589			$	1,439,827

 

 

 

Pangaea Logistics Solutions Ltd.
Reconciliation of Adjusted EBITDA and Pro Forma Adjusted Earnings Per Share

 

		Three months ended March 31,
		2015				2014
Adjusted EBITDA		(unaudited)				(unaudited)
Income from operations		$	9,949			$	10,060
Depreciation and amortization			2,991				2,552
Adjusted EBITDA		$	12,940			$	12,612
Earnings Per Common Share
Net Income attributable to Pangaea Logistics Solutions Ltd.			7,560				-
Net Income attributable to Bulk Partners (Bermuda) Ltd.			-				6,593
less adjustments related to pre-merger capital structure			-				(4,317	)
Total earnings allocated to common stock		$	7,560			$	2,276
Weighted average number of common shares outstanding			34,756,980				13,421,955
Earnings per common share		$	0.22			$	0.17
Pro Forma Adjusted EPS
Total Income allocated to common stock		$	7,560			$	2,276
Non-GAAP
plus adjustments related to pre-merger capital structure			-				4,317
Non-GAAP Pro forma adjusted total earnings allocated to common stock		$	7,560			$	6,593
Non-GAAP Pro forma weighted average number of common shares outstanding			34,756,980				34,696,997
Non-GAAP Pro forma Adjusted EPS		$	0.22			$	0.19

 

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 (1) non-GAAP adjusted EBITDA and (2) non-GAAP pro forma adjusted earnings per share (“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 these non-GAAP financial measures provide meaningful supplemental information regarding the performance of our core business by excluding non-cash losses on impairment of vessels and non-recurring charges that may not be indicative of our recurring core business operating results. 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.

 

 

Non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd., Adjusted EBITDA, and pro forma adjusted EPS. Adjusted net income attributable to Pangaea Logistics Solutions Ltd. represents net income attributable to Pangaea Logistics Solutions Ltd. calculated in accordance with GAAP, plus non-cash losses on impairment of vessels and non-recurring charges. Adjusted EBITDA represents operating earnings before interest expense, income taxes, depreciation, amortization and loss on impairment of vessels. Earnings per share represents total earnings allocated to common stock divided by the weighted average number of common shares outstanding. Pro forma adjusted earnings per share represents adjusted total earnings allocated to common stock divided by the weighted average number of shares giving effect to the mergers as if they had been consummated as of January 1, 2014.

 

There are limitations related to the use of non-GAAP adjusted net income attributable to Pangaea Logistics Solutions Ltd., adjusted EBITDA, and pro forma adjusted EPS versus net income, income from operations, and EPS calculated in accordance with GAAP. In particular, Pangaea’s definition of adjusted net income attributable to Pangaea Logistics Solutions Ltd., adjusted EBITDA, and pro forma adjusted EPS used here is not comparable to net income, EBITDA, and EPS. Management provides specific information in order to reconcile the GAAP or non-GAAP measure to adjusted net income attributable to Pangaea Logistics Solutions Ltd., adjusted EBITDA, and pro forma adjusted 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.