Pangaea Logistics Solutions Ltd. - Quarter Report: 2021 March (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended March 31, 2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to
Commission File Number: 001-36798
PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact name of Registrant as specified in its charter)
| Bermuda | 98-1205464 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
c/o Phoenix Bulk Carriers (US) LLC
109 Long Wharf
Newport, RI 02840
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (401) 846-7790
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock | PANL | NASDAQ | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ | |||||||||||
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ | |||||||||||
| Emerging growth company | ☐ | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.0001 per share, 45,627,236 shares outstanding as of May 11, 2021.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Signatures | ||||||||
2
Pangaea Logistics Solutions Ltd.
Consolidated Balance Sheets
| March 31, 2021 | December 31, 2020 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 42,018,873 | $ | 46,897,216 | |||||||
| Restricted cash | — | 1,500,000 | |||||||||
Accounts receivable (net of allowance of $1,570,824 and $1,896,038 at March 31, 2021 and December 31, 2020, respectively) | 29,253,904 | 29,152,153 | |||||||||
| Bunker inventory | 15,627,975 | 15,966,247 | |||||||||
| Advance hire, prepaid expenses and other current assets | 23,738,629 | 19,515,945 | |||||||||
| Total current assets | 110,639,381 | 113,031,561 | |||||||||
| Fixed assets, net | 278,565,731 | 276,741,751 | |||||||||
| Investment in newbuildings in-process | 15,390,635 | 15,390,635 | |||||||||
| Finance lease right of use assets, net | 45,571,435 | 45,240,198 | |||||||||
| Total assets | $ | 450,167,182 | $ | 450,404,145 | |||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | 29,302,643 | $ | 32,400,288 | |||||||
| Related party debt | 242,852 | 242,852 | |||||||||
| Deferred revenue | 13,652,258 | 12,799,561 | |||||||||
| Current portion of secured long-term debt | 10,632,079 | 57,382,674 | |||||||||
| Current portion of finance lease liabilities | 7,004,038 | 6,978,192 | |||||||||
| Dividend payable | 98,864 | 1,005,763 | |||||||||
| Total current liabilities | 60,932,734 | 110,809,330 | |||||||||
| Secured long-term debt, net | 88,306,718 | 44,507,708 | |||||||||
| Finance lease liabilities, net | 48,764,697 | 50,520,294 | |||||||||
| Long-term liabilities - other - Note 8 | 10,406,074 | 10,135,408 | |||||||||
| Commitments and contingencies - Note 7 | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares issued or outstanding | — | — | |||||||||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 45,572,236 shares issued and outstanding at March 31, 2021; 45,447,751 shares issued and outstanding at December 31, 2020 | 4,557 | 4,545 | |||||||||
| Additional paid-in capital | 160,399,765 | 159,581,415 | |||||||||
| Retained earnings | 29,033,976 | 23,179,805 | |||||||||
| Total Pangaea Logistics Solutions Ltd. equity | 189,438,298 | 182,765,765 | |||||||||
| Non-controlling interests | 52,318,661 | 51,665,640 | |||||||||
| Total stockholders' equity | 241,756,959 | 234,431,405 | |||||||||
| Total liabilities and stockholders' equity | $ | 450,167,182 | $ | 450,404,145 | |||||||
The accompanying notes are an integral part of these consolidated financial statements
3
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Operations
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Revenues: | |||||||||||
| Voyage revenue | $ | 108,230,303 | $ | 86,523,891 | |||||||
| Charter revenue | 16,742,224 | 9,356,046 | |||||||||
| Total revenue | 124,972,527 | 95,879,937 | |||||||||
| Expenses: | |||||||||||
| Voyage expense | 47,838,857 | 47,795,912 | |||||||||
| Charter hire expense | 53,635,342 | 32,325,447 | |||||||||
| Vessel operating expense | 8,495,503 | 9,933,862 | |||||||||
| General and administrative | 4,204,898 | 3,993,243 | |||||||||
| Depreciation and amortization | 4,419,094 | 4,242,251 | |||||||||
| Gain on sale of vessels | — | (77,990) | |||||||||
| Total expenses | 118,593,694 | 98,212,725 | |||||||||
| Income (loss) from operations | 6,378,833 | (2,332,788) | |||||||||
| Other (expense) income: | |||||||||||
| Interest expense, net | (2,227,471) | (2,116,320) | |||||||||
| Unrealized gain (loss) on derivative instruments, net | 2,022,372 | (2,917,094) | |||||||||
| Other income | 333,458 | 596,556 | |||||||||
| Total other income (expense), net | 128,359 | (4,436,858) | |||||||||
| Net income (loss) | 6,507,192 | (6,769,646) | |||||||||
| Income attributable to non-controlling interests | (653,021) | (25,729) | |||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 5,854,171 | $ | (6,795,375) | |||||||
| Earnings (loss) per common share: | |||||||||||
| Basic | $ | 0.13 | $ | (0.16) | |||||||
| Diluted | $ | 0.13 | $ | (0.16) | |||||||
| Weighted average shares used to compute earnings per common share: | |||||||||||
| Basic | 43,971,352 | 43,341,005 | |||||||||
| Diluted | 44,549,286 | 43,341,005 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements
4
Pangaea Logistics Solutions Ltd.
Consolidated Statements of Stockholders' Equity
(unaudited)
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December31, 2020 | 45,447,751 | $ | 4,545 | $ | 159,581,415 | $ | 23,179,805 | $ | 182,765,765 | $ | 51,665,640 | $ | 234,431,405 | ||||||||||||||||||||||||||||
| Share-based compensation | — | — | 947,552 | — | 947,552 | — | 947,552 | ||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | 124,485 | 12 | (129,202) | — | (129,190) | — | (129,190) | ||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | 5,854,171 | 5,854,171 | 653,021 | 6,507,192 | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 45,572,236 | $ | 4,557 | $ | 160,399,765 | $ | 29,033,976 | $ | 189,438,298 | $ | 52,318,661 | $ | 241,756,959 | ||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total Pangaea Logistics Solutions Ltd. Equity | Non-Controlling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 44,886,122 | $ | 4,489 | $ | 157,504,895 | $ | 12,736,580 | $ | 170,245,964 | $ | 72,825,710 | $ | 243,071,674 | ||||||||||||||||||||||||||||
| Share-based compensation | — | — | 1,102,769 | — | 1,102,769 | — | 1,102,769 | ||||||||||||||||||||||||||||||||||
| Issuance of restricted shares, net of forfeitures | 225,940 | 23 | (43,187) | — | (43,164) | — | (43,164) | ||||||||||||||||||||||||||||||||||
| Net (Loss) Income | — | — | — | (6,795,375) | (6,795,375) | 25,729 | (6,769,646) | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | 45,112,062 | $ | 4,512 | $ | 158,564,477 | $ | 5,941,205 | $ | 164,510,194 | $ | 72,851,439 | $ | 237,361,633 | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
5
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | 6,507,192 | $ | (6,769,646) | |||||||
| Adjustments to reconcile net income to net cash provided by (used in) operations: | |||||||||||
| Depreciation and amortization expense | 4,419,094 | 4,242,251 | |||||||||
| Amortization of deferred financing costs | 163,800 | 176,526 | |||||||||
| Amortization of prepaid rent | 28,814 | 30,568 | |||||||||
| Unrealized (gain) loss on derivative instruments | (2,022,372) | 2,917,094 | |||||||||
| Income from equity method investee | (333,458) | (429,360) | |||||||||
| Earnings attributable to non-controlling interest recorded as interest expense (income) | 270,665 | (27,643) | |||||||||
| Provision (recovery) for doubtful accounts | 176,984 | (185,331) | |||||||||
| Gain on sale of vessel | — | (77,990) | |||||||||
| Drydocking costs | (1,110,694) | (2,903,277) | |||||||||
| Share-based compensation | 947,552 | 1,102,769 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | (278,735) | 5,354,584 | |||||||||
| Bunker inventory | 338,272 | 1,844,194 | |||||||||
| Advance hire, prepaid expenses and other current assets | (2,166,945) | 1,369,179 | |||||||||
| Accounts payable, accrued expenses and other current liabilities | (2,852,717) | (6,729,172) | |||||||||
| Deferred revenue | 852,697 | (6,759,499) | |||||||||
| Net cash provided by (used in) operating activities | 4,940,149 | (6,844,753) | |||||||||
| Investing activities | |||||||||||
| Purchase of vessels and vessel improvements | (5,467,178) | (283,446) | |||||||||
| Investment in newbuildings in-process | — | (33,445) | |||||||||
| Proceeds from sale of vessels | — | 8,397,142 | |||||||||
| Purchase of derivative instrument | — | (628,000) | |||||||||
| Net cash (used in) provided by investing activities | (5,467,178) | 7,452,251 | |||||||||
| Financing activities | |||||||||||
| Payments of related party debt | — | (90,135) | |||||||||
| Payments of financing fees and debt issuance costs | (112,333) | (149,118) | |||||||||
| Payments of long-term debt | (2,973,139) | (3,284,067) | |||||||||
| Payments of finance lease obligations | (1,729,753) | (7,376,320) | |||||||||
| Accrued common stock dividends paid | (906,899) | (499,302) | |||||||||
| Cash paid for incentive compensation shares relinquished | (129,190) | (43,164) | |||||||||
| Contributions from non-controlling interest recorded as long-term liability | — | 322,750 | |||||||||
| Payments to non-controlling interest recorded as long-term liability | — | (70,487) | |||||||||
| Net cash used in financing activities | (5,851,314) | (11,189,843) | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | (6,378,343) | (10,582,345) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 48,397,216 | 53,055,091 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 42,018,873 | $ | 42,472,746 | |||||||
6
Pangaea Logistics Solutions, Ltd.
Consolidated Statements of Cash Flows
(unaudited)
| Supplemental cash flow information | |||||||||||
| Cash and cash equivalents | $ | 42,018,873 | $ | 39,972,746 | |||||||
| Restricted cash | — | 2,500,000 | |||||||||
| $ | 42,018,873 | $ | 42,472,746 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
7
NOTE 1 - GENERAL INFORMATION AND RECENT EVENTS
Organization and General
The accompanying consolidated financial statements include the accounts of Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries (collectively, the “Company”, “Pangaea” “we” or “our”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, chartering and operation of drybulk vessels. The Company is a holding company incorporated under the laws of Bermuda as an exempted company on April 29, 2014.
At March 31, 2021, the Company owns two Panamax, two Ultramax Ice Class 1C, and seven Supramax drybulk vessels. The Company owns two-thirds of NBHC which owns a fleet of six Panamax Ice Class 1A drybulk vessels. The Company also has a 50% interest in the owner of a deck barge.
On February 8, 2021, the Company purchased a 2013 Imabari-built 61,000 dwt dry bulk vessel to add to its operating fleet, the vessel was delivered April 8, 2021. On March 8, 2021, the Company purchased a 2013 Toyohashi-built 78,000 dwt dry bulk vessel to add to its operating fleet, the vessel is expected to be delivered by July 2021.
8
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form 10-Q. Accordingly, these interim financial statements do not include all of the information and note disclosures required by U.S. GAAP for complete financial statements. The accompanying financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the interim period results. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020.
The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions of the Company are residual value of vessels, the useful lives of vessels and estimated losses on our trade receivables. Actual results could differ from those estimates.
Cash, cash equivalents and restricted cash
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statement of cash flows:
| March 31, 2021 | December 31, 2020 | ||||||||||
| (unaudited) | |||||||||||
| Money market accounts – cash equivalents | $ | 26,713,975 | $ | 18,443,443 | |||||||
Cash (1) | 15,304,898 | 28,453,773 | |||||||||
| Total cash and cash equivalents | $ | 42,018,873 | $ | 46,897,216 | |||||||
| Restricted cash | — | 1,500,000 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 42,018,873 | $ | 48,397,216 | |||||||
(1) Consists of cash deposits at various major banks.
Restricted cash at December 31, 2020 consists of $1.5 million held by the facility agent as required by the Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd., Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd., and Bulk Nordic Oshima Ltd. – Dated September 28, 2015 - Amended and Restated Loan Agreement. The restricted cash of $1.5 million was released in connection with the April 2021 refinancing.
Advance hire, prepaid expenses and other current assets were comprised of the following:
| March 31, 2021 | December 31, 2020 | |||||||||||||
| (unaudited) | ||||||||||||||
| Advance hire | $ | 7,328,447 | $ | 5,026,953 | ||||||||||
| Prepaid expenses | 4,667,526 | 3,706,396 | ||||||||||||
| Accrued receivables | 4,908,923 | 6,823,409 | ||||||||||||
| Margin deposit | 2,142,786 | 814,062 | ||||||||||||
| Derivative assets | 2,022,280 | — | ||||||||||||
| Other current assets | 2,668,667 | 3,145,125 | ||||||||||||
| $ | 23,738,629 | $ | 19,515,945 | |||||||||||
9
Accounts payable, accrued expenses and other current liabilities were comprised of the following:
| March 31, 2021 | December 31, 2020 | |||||||||||||
| (unaudited) | ||||||||||||||
| Accounts payable | $ | 17,849,782 | $ | 18,678,099 | ||||||||||
| Accrued expenses | 7,980,803 | 10,654,357 | ||||||||||||
| Deferred consideration - Note 8 | 2,647,594 | 2,500,000 | ||||||||||||
| Other accrued liabilities | 824,464 | 567,832 | ||||||||||||
| $ | 29,302,643 | $ | 32,400,288 | |||||||||||
Leases
Time charter in contracts
The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. As allowed by a practical expedient under ASC 842, Leases ("ASC 842"), the Company made an accounting policy election by class of underlying asset for leases with a term of 12 months or less, to forego recognizing a right-of-use asset and lease liability on its balance sheet. For the quarter ending March 31, 2021, the Company did not have any time charter in contracts with terms greater than 12 months, as such charter hire expense presented on the consolidated statements of income are lease expenses for chartered in contracts less than 12 months.
Time charter out contracts
Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. The charterer has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
At March 31, 2021, the Company had twelve vessels chartered to customers under time charters that contain leases. These twelve leases varied in original length from 10 days to 115 days. At March 31, 2021, lease payments due under these arrangements totaled approximately $7,655,000 and each of the time charters were due to be completed in 93 days or less.
At March 31, 2020, the Company had four vessels chartered to customers under time charters that contain leases. These four leases varied in original length from 1 day to 31 days. At March 31, 2020, lease payments due under these arrangements totaled approximately $312,000 and each of the time charters were due to be completed in 31 days or less. The Company does not have any sales-type or direct financing leases.
Office leases
The Company has two non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.
10
Revenue Recognition
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight-line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606, Revenue from Contracts with Customers because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch.
During time charter agreements, the Company is paid to provide transportation services on a per day basis for a specified period of time. Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. Revenue is not earned when vessels are offhire.
Recently Issued Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Companies can apply the ASU immediately, however the guidance will only be available until December 31, 2022. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses. The new standard is effective for the Company at the beginning of 2023. Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is currently assessing the new guidance and its impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of 2023.
11
NOTE 3 - FIXED ASSETS
At March 31, 2021, the Company owned seventeen dry bulk vessels including three financed under finance leases; and one barge. The carrying amounts of these vessels, including unamortized drydocking costs, are as follows:
| March 31, | December 31, | ||||||||||
| 2021 | 2020 | ||||||||||
| (unaudited) | |||||||||||
| m/v BULK PANGAEA | $ | 13,299,206 | $ | 13,636,241 | |||||||
m/v NORDIC ODYSSEY (1) | 24,045,245 | 24,481,390 | |||||||||
m/v NORDIC ORION (1) | 22,308,548 | 22,625,141 | |||||||||
m/v NORDIC OSHIMA (1) | 26,626,979 | 26,966,257 | |||||||||
m/v NORDIC OLYMPIC (1) | 27,001,797 | 27,341,460 | |||||||||
m/v NORDIC ODIN (1) | 27,084,697 | 27,421,649 | |||||||||
m/v NORDIC OASIS (1) | 27,866,955 | 28,029,024 | |||||||||
| m/v BULK ENDURANCE | 23,785,831 | 24,024,593 | |||||||||
| m/v BULK NEWPORT | 11,843,731 | 11,966,186 | |||||||||
| m/v BULK FREEDOM | 9,288,370 | 9,457,640 | |||||||||
| m/v BULK PRIDE | 14,470,027 | 14,628,727 | |||||||||
| m/v BULK SPIRIT | 12,710,326 | 12,849,322 | |||||||||
| m/v BULK INDEPENDENCE | 13,857,604 | 14,020,964 | |||||||||
| m/v BULK FRIENDSHIP | 13,298,825 | 13,431,253 | |||||||||
MISS NORA G PEARL (2) | 3,050,067 | 3,161,779 | |||||||||
m/v BULK COURAGEOUS (3) | 2,467,500 | — | |||||||||
m/v BULK PROMISE (4) | 2,745,000 | — | |||||||||
| 275,750,708 | 274,041,626 | ||||||||||
| Other fixed assets, net | 2,815,023 | 2,700,125 | |||||||||
| Total fixed assets, net | $ | 278,565,731 | 276,741,751 | ||||||||
Right of Use Assets (5) | |||||||||||
| m/v BULK PODS | $ | 12,937,381 | $ | 13,095,023 | |||||||
| m/v BULK DESTINY | 20,436,319 | 20,636,264 | |||||||||
| m/v BULK TRIDENT | 12,197,735 | 11,508,911 | |||||||||
| $ | 45,571,435 | $ | 45,240,198 | ||||||||
The Company placed a deposit and expects to take deliveries of the following vessels in 2021:
| March 31, | December 31, | ||||||||||
| 2021 | 2020 | ||||||||||
Nordic Nuluujaak (5) | $ | 3,894,122 | $ | 3,894,122 | |||||||
Nordic Qinngua (5) | 3,894,122 | 3,894,122 | |||||||||
Nordic Siku (5) | 3,801,196 | 3,801,196 | |||||||||
Nordic Nukilik (5) | 3,801,195 | 3,801,195 | |||||||||
| $ | 15,390,635 | $ | 15,390,635 | ||||||||
(1) Vessels are owned by Nordic Bulk Holding Company Ltd. (“NBHC”), a consolidated joint venture which the Company has a two-third of ownership.
(2) Barge is owned by a 50% owned consolidated subsidiary.
(3) On February 4, 2021, the Company entered into an agreement to purchase a 2013 built Ultramax (m/v Bulk Courageous) for $16.5 million, and placed a deposit of $2.5 million. The vessel was delivered in April 2021.
12
(4) On March 3, 2021, the Company entered into an agreement to purchase a 2013 built Panamax (m/v Bulk Promise) for $18.3 million, and placed a deposit of $2.7 million. The vessel expected to be delivered in July 2021.
(5) Refer to Note 7, "Commitments and Contingencies," of our Financial Statements for additional information related to the vessels under finance lease.
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.
The Company concluded that no triggering event had occurred during the first quarter of 2021 and 2020 which would require impairment testing.
NOTE 4 - DEBT
Long-term debt consists of the following:
| March 31, 2021 | December 31, 2019 | Interest Rate (%) (1) | Maturity Date | |||||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||||||||
Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd. Loan Agreement (2) (3) | $ | 24,716,300 | $ | 25,466,300 | 4.07 | % | October 2021 | |||||||||||||||||||
Bulk Nordic Oasis Ltd. Loan Agreement (3) | 13,625,000 | 14,000,000 | 4.30 | % | October 2021 | |||||||||||||||||||||
Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement (2) (4) | 11,629,295 | 12,004,295 | 4.16 | % | October 2021 | |||||||||||||||||||||
| Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp. Senior Secured Term Loan Facility | 17,560,928 | 18,000,000 | 2.95 | % | December 2027 | |||||||||||||||||||||
The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (5) | ||||||||||||||||||||||||||
| Bulk Nordic Six Ltd. - Tranche A | 11,966,662 | 12,233,329 | 3.69 | % | May 2024 | |||||||||||||||||||||
| Bulk Nordic Six Ltd. - Tranche B | 2,525,000 | 2,590,000 | 1.95 | % | May 2024 | |||||||||||||||||||||
| Bulk Pride - Tranche C | 4,925,000 | 5,200,000 | 4.69 | % | May 2024 | |||||||||||||||||||||
| Bulk Independence - Tranche E | 12,250,000 | 12,500,000 | 2.84 | % | May 2024 | |||||||||||||||||||||
| Bulk Freedom Loan Agreement | 3,050,000 | 3,200,000 | 3.93 | % | June 2022 | |||||||||||||||||||||
| 109 Long Wharf Commercial Term Loan | 566,266 | 593,666 | 2.11 | % | April 2026 | |||||||||||||||||||||
| Total | $ | 102,814,451 | $ | 105,787,590 | ||||||||||||||||||||||
| Less: unamortized bank fees | (3,875,655) | (3,897,208) | ||||||||||||||||||||||||
| $ | 98,938,796 | $ | 101,890,382 | |||||||||||||||||||||||
| Less: current portion | (10,632,079) | (57,382,674) | ||||||||||||||||||||||||
| Secured long-term debt, net | $ | 88,306,717 | $ | 44,507,708 | ||||||||||||||||||||||
(1)As of March 31, 2021.
(2)The borrower under this facility is NBHC. The Company has two-third's ownership interest and STST has one-third ownership interest in NBHC. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.
13
(3)The outstanding loan balance was prepaid in full in connection with the refinancing on April 26, 2021. Refer to Note 9 "Subsequent Events" for additional information on the refinancing transaction.
(4)Interest on 50% of the advance to Bulk Nordic Oshima was fixed at 4.16% in January 2017 and Interest on the remaining advance is floating at LIBOR plus 2.25%, the outstanding loan balance was prepaid in full in connection the refinancing in April 26, 2021. Refer to Note 9" Subsequent Events" for additional information on the refinancing transaction.
(5)This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.
The table below reflects the refinancing completed in April 26, 2021, the future minimum annual payments under the debt agreements are as follows:
| Years ending December 31, | ||||||||
| (unaudited) | ||||||||
| 2021 (remainder of the year) | $ | 7,978,941 | ||||||
| 2022 | 12,685,048 | |||||||
| 2023 | 10,139,597 | |||||||
| 2024 | 29,012,430 | |||||||
| 2025 | 6,826,956 | |||||||
| Thereafter | 36,171,479 | |||||||
| $ | 102,814,451 | |||||||
Financial Covenants
Under the Company's respective debt agreements, the Company is required to comply with certain financial covenants, including to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios and to maintain positive working capital. The Company was in compliance with all applicable financial covenants as of March 31, 2021 and December 31, 2020.
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NOTE 5 - DERIVATIVE INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Forward freight agreements
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). These economic hedges do not usually qualify for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Fuel swap contracts
The Company continuously monitors the market volatility associated with bunker prices and seeks to reduce the risk of such volatility through a bunker hedging program. The Company enters into fuel swap contracts that are not designated for hedge accounting under ASC 815 and as such, the usage of such derivatives can lead to fluctuations in the Company’s reported results from operations on a period-to-period basis.
Interest rate cap
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $22.8 million at a cost of $628,000 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-building vessels. In the event that the three-month LIBOR rate rises above the applicable strike rate of 3.25%, the Company would receive quarterly payments related to the spread difference. These interest rate cap agreements do not qualify for hedge accounting treatment.
The estimated fair values of the Company’s forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist based on published indices. Such quotes represent the estimated amounts the Company would receive or pay to terminate the contracts. The interest rate caps contracts are valued using analysis obtained from independent third party valuation specialists based on market observable inputs, representing Level 2 assets.
The following table summarizes assets and liabilities measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020:
| Asset Derivative | Liability Derivative | |||||||||||||||||||||||||||||||||||||
| Derivative instruments | Balance Sheet Location | 03/31/2021 | 12/31/2020 | Balance Sheet Location | 3/31/2021 | 12/31/2020 | ||||||||||||||||||||||||||||||||
Margin accounts (1) | Other current assets | $ | 2,142,786 | $ | 814,062 | Other current liabilities | $ | — | $ | — | ||||||||||||||||||||||||||||
Forward freight agreements (2) | Other current assets | $ | 326,550 | $ | — | Other current liabilities | $ | — | $ | 163,335 | ||||||||||||||||||||||||||||
Fuel swap contracts (2) | Other current assets | $ | 693,948 | $ | — | Other current liabilities | $ | — | $ | 47,667 | ||||||||||||||||||||||||||||
Interest rate cap (2) | Other current assets | $ | 1,001,782 | $ | 210,910 | Other current liabilities | $ | — | $ | — | ||||||||||||||||||||||||||||
15
(1) The fair value measurements were all categorized within Level 1 of the fair value hierarchy.
(2) These fair value measurements were all categorized within Level 2 of the fair value hierarchy.
The three levels of the fair value hierarchy established by ASC 820, Fair Value Measurements and Disclosures, in order of priority are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 fair value measurements include cash, money-market accounts and restricted cash accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
The following table presents the effect of our derivative financial instruments on the consolidated statements of operations for the three and three months ended March 31, 2021 and 2020:
| Unrealized gain (loss) on derivative instruments | ||||||||||||||
| For the three months ended | ||||||||||||||
| Derivative instruments | 03/31/2021 | 3/31/2020 | ||||||||||||
| Forward freight agreements | $ | 489,885 | $ | 14,130 | ||||||||||
| Fuel Swap Contracts | 741,615 | (2,551,314) | ||||||||||||
| Interest rate cap | 790,872 | (379,910) | ||||||||||||
| Total Gain (loss) | $ | 2,022,372 | $ | (2,917,094) | ||||||||||
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NOTE 6 - RELATED PARTY TRANSACTIONS
Amounts and notes payable to related parties consist of the following:
| December 31, 2020 | Activity | March 31, 2021 | |||||||||||||||
| (unaudited) | |||||||||||||||||
| Included in trade accounts receivable and voyage revenue on the consolidated balance sheets and statements of income, respectively: | |||||||||||||||||
Trade receivables due from King George Slag (i) | $ | 106,959 | $ | — | $ | 106,959 | |||||||||||
| Included in accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets: | |||||||||||||||||
Affiliated companies (trade payables) (ii) | 4,151,192 | (1,453,087) | 2,698,105 | ||||||||||||||
| Included in current related party debt on the consolidated balance sheets: | |||||||||||||||||
| Interest payable - 2011 Founders Note | 242,852 | — | 242,852 | ||||||||||||||
| Total current related party debt | $ | 242,852 | $ | — | $ | 242,852 | |||||||||||
i.King George Slag LLC is a joint venture of which the Company owns 25%
ii.Seamar Management S.A. ("Seamar")
Under the terms of a technical management agreement between the Company and Seamar Management S.A. (“Seamar”), an equity method investee, Seamar is responsible for the day-to-day operations for certain of the Company’s owned vessels. During the three months ended March 31, 2021 and 2020, the Company incurred technical management fees of approximately $594,000 and $707,400, respectively, under this arrangement.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Bulk Destiny, Bulk Trident, Bulk PODS, Bulk Spirit and Bulk Friendship are under finance leases and the leases are secured by the assignment of earnings and insurances and by guarantees of the Company. The Company will own these vessels at the end of lease term. Refer to the Company's annual report Form 10K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 15, 2021 for additional information on the finance leases.
The following table provides details of the Company's future minimum lease payments under finance lease liabilities recorded on the Company's consolidated balance sheets as of March 31, 2021.
| Year ending December 31, | Amount | ||||
| 2021 (remainder of the year) | $ | 7,048,700 | |||
| 2022 | 9,264,017 | ||||
| 2023 | 9,148,487 | ||||
| 2024 | 26,062,633 | ||||
| 2025 | 5,443,736 | ||||
| Thereafter | 7,576,589 | ||||
| Total minimum lease payments | $ | 64,544,162 | |||
| Less imputed interest | 8,775,427 | ||||
| Present value of minimum lease payments | 55,768,735 | ||||
| Less current portion | 7,004,038 | ||||
| Long-term portion | $ | 48,764,697 | |||
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Vessel Newbuildings
During the second and third quarter of 2019, the Company entered into two vessel newbuilding contracts to build four new high ice class post-panamax 95,000 dwt dry bulk vessels. The new vessels, with a building cost of between approximately $37.7 million to $38.3 million each, are expected to be delivered in 2021. As of March 31, 2021, the Company has made deposits of $15.4 million for the four new vessels. The second installments of 20% are due and payable upon delivery of the vessels.
The Company entered into a series of transactions to finance its four new post-panamax dry bulk vessels, to be delivered in 2021, under sale and leaseback transactions. The agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $32 million or 85% of fair market value at closing. Following the sale, the Company is obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years with a purchase obligation of $2.5 million at the end of year 15. The Company has options to purchase the vessels at designated prices starting the sixth year after delivery of each vessel. The Company expects to account for these transactions as failed sale and leaseback transactions and classify the leases as finance leases.
The Company has also entered into a LLC agreement with the non-controlling interest holder of NBP which includes certain obligations as described in Note 8.
Long-term Contracts Accounted for as Operating Leases
The Company leases office space for its Copenhagen operations. Since December 31, 2018, this lease continues on a month to month basis. The non-cancelable period is six months.
The Company leases office space for its Singapore operations. At March 31, 2021, the remaining lease term is eight months.
For the three months ended March 31, 2021 and 2020, the Company recognized approximately $52,000 as lease expense for office leases in General and Administrative Expenses.
Legal Proceedings and Claims
The Company is subject to certain asserted claims arising in the ordinary course of business. The Company intends to vigorously assert its rights and defend itself in any litigation that may arise from such claims. While the ultimate outcome of these matters could affect the results of operations of any one year, and while there can be no assurance with respect thereto, management believes that after final disposition, any financial impact to the Company would not be material to its consolidated financial position, results of operations, or cash flows.
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NOTE 8 - OTHER LONG-TERM LIABILITIES
In September 2019, the Company entered into an LLC agreement for the formation of Nordic Bulk Partners LLC (“NBP”), that, at inception is owned 75% by the Company and 25% by an independent third party. NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels. During the construction phase of the vessel, the third party has committed to contribute additional funding and ultimately own 50% of NBP at the time of delivery of the new-build ice class post panamax vessels. The agreement contains both put and call option provisions. Accordingly, the Company may be obligated, pursuant to the put option, or entitled pursuant to the call option, to purchase the third party's interest in NBP beginning any time after September 2026. The put option and call option are at fixed prices which are not significantly different from each other, starting at $4.0 million per vessel on the fourth anniversary from completion and delivery of each vessel and declining to $3.7 million per vessel on or after the seventh anniversary from completion and delivery of each vessel. If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price. Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP of $5.4 million in Long term liabilities - Other at March 31, 2021. Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, net, which resulted in additional interest expenses of $270,665 for the three months ended March 31, 2021 and a reduction in interest expense of $27,643 for the three months ended March 31, 2020.
On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary NBHC from its shareholders for $22.5 million, including a $15.0 million cash payment upon closing and $7.5 million of deferred consideration, at a three-month LIBOR plus 3.5%, in three equal installments of $2.5 million due on the first, second, and third anniversaries of September 28, 2020. The deferred consideration is recorded in "Other current liabilities" for $2.5 million plus accrued interest and "Long-term liabilities - other" for $5.0 million on the Company's Consolidated Balance Sheet as of March 31, 2021. NBHC will continue to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10. The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements.
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NOTE 9 - SUBSEQUENT EVENTS
On February 8, 2021, the Company signed a memorandum of agreement to acquire a 2013 Imabari-built 61,000 dwt dry bulk vessel for $16.5 million The vessel, renamed Bulk Courageous, was delivered on April 8, 2021.
On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders. The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis. The agreement requires repayment of the advance in 23 equal quarterly principal installments of $1,180,000 beginning on June 15, 2021 and a balloon payment of $25,860,000 due in March 2027. Interest on this advance is fixed at 3.375% effective May 5, 2021. The Loan is secured by a first lien on m/v Nordic Bulk Oshima, m/v Nordic Bulk Odin, m/v Nordic Bulk Olympic and m/v Nordic Bulk Oasis. The Company used a portion of the proceeds of the loan to repay the outstanding balance of $50.0 million for the Nordic Oshima, Nordic Odin, Nordic Olympic and Nordic Oasis loan facilities which was set to mature on October 1, 2021.
On May 10, 2021, the Company's Board of Directors declared a quarterly cash dividend of $0.035 per common share, to be paid on June 15, 2021, to all shareholders of record as of June 1, 2021.
On May 11, 2021, the Company signed a memorandum of agreement to acquire a 2013 Tsuneishi-built 58,000 dwt dry bulk vessel for $17.8 million.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and footnotes thereto contained in this report.
Forward Looking Statements
All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of the risk factors and other factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Important Financial and Operational Terms and Concepts
The Company uses a variety of financial and operational terms and concepts when analyzing its performance.
These include revenue recognition, deferred revenue, allowance for doubtful accounts, vessels and depreciation and long-lived assets impairment considerations, as defined above as well as the following:
Voyage Revenue. Voyage revenue is derived from voyage charters which involve the carriage of cargo from a load port to a discharge port, which is predetermined in each voyage contract. Gross revenue is calculated by multiplying the agreed rate per ton of cargo by the number of tons loaded. The Company directs how and for what purpose the vessel is used and therefore, these voyage contracts do not contain leases.
Charter Revenue. Charter revenue is earned when the Company lets a vessel it owns or operates to a charterer for a specified period of time. Charter revenue is based on the agreed rate per day. These time-charter arrangements contain leases because the lessee has the power to direct the use and receives substantially all of the economic benefits from the use of the vessel. The operating lease component and the vessel operating expense non-lease component of a time-charter contract are reported as a single component.
Voyage Expenses. The Company incurs expenses for voyage charters, including bunkers (fuel), port charges, canal tolls, brokerage commissions and cargo handling operations, which are expensed as incurred.
20
Charter Expenses. The Company charters in vessels to supplement its owned fleet to support its voyage charter operations. The Company hires vessels under time charters with third party vessel owners, and recognizes the charter hire payments as an expense on a straight-line basis over the term of the charter. Charter hire payments are typically made in advance, and the unrecognized portion is reflected as advance hire in the accompanying consolidated balance sheets. Under the time charters, the vessel owner is responsible for the vessel operating costs such as crews, maintenance and repairs, insurance, and stores. The Company does not record a right-of-use asset or lease liability for any arrangement less than one year.
Vessel Operating Expenses. Vessel operating expenses represent the cost to operate the Company’s owned vessels. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. Technical management services include day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, arranging the hire of crew, and purchasing stores, supplies, and spare parts.
Fleet Data. The Company believes that the measures for analyzing future trends in its results of operations consist of the following:
Shipping days. The Company defines shipping days as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or a time charter (time charter days).
Daily vessel operating expenses. The Company defines daily vessel operating expenses as vessel operating expenses divided by ownership days for the period. Vessel operating expenses include crew hire and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes, other miscellaneous expenses, and technical management fees.
Chartered in days. The Company defines chartered in days as the aggregate number of days in a period during which it chartered in vessels from third party vessel owners.
Time Charter Equivalent ‘‘TCE’’ rates. The Company defines TCE rates as total revenues less voyage expenses divided by the length of the voyage, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because rates for vessels on voyage charters are generally not expressed in per-day amounts while rates for vessels on time charters generally are expressed in per-day amounts.
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Selected Financial Information
| (in thousands, except for shipping days data and per share data) (figures may not foot due to rounding) | For the three months ended March 31, | |||||||||||||
| 2021 | 2020 | |||||||||||||
| Selected Financial Data | Unaudited | |||||||||||||
| Voyage revenue | $ | 108,230 | $ | 86,524 | ||||||||||
| Charter revenue | 16,742 | 9,356 | ||||||||||||
| Total revenue | 124,973 | 95,880 | ||||||||||||
| Voyage expense | 47,839 | 47,796 | ||||||||||||
| Charter hire expense | 53,635 | 32,325 | ||||||||||||
| Vessel operating expenses | 8,496 | 9,934 | ||||||||||||
| Total cost of transportation and service revenue | 109,970 | 90,055 | ||||||||||||
| Vessel depreciation and amortization | 4,350 | 4,196 | ||||||||||||
| Gross Profit | 10,653 | 1,629 | ||||||||||||
| Other operating expenses | 4,274 | 4,039 | ||||||||||||
| Gain on sale of vessels | — | (78) | ||||||||||||
| Income (loss) from operations | 6,379 | (2,333) | ||||||||||||
| Total other income (expense), net | 128 | (4,437) | ||||||||||||
| Net income (loss) | 6,507 | (6,770) | ||||||||||||
| Income attributable to non-controlling interests | (653) | (26) | ||||||||||||
| Net income (loss) attributable to Pangaea Logistics Solutions Ltd. | $ | 5,854 | $ | (6,795) | ||||||||||
| Net income from continuing operations per common share information | ||||||||||||||
| Basic net income (loss) per share | $ | 0.13 | $ | (0.16) | ||||||||||
| Diluted net income (loss) per share | $ | 0.13 | $ | (0.16) | ||||||||||
| Weighted-average common shares Outstanding - basic | 43,971 | 43,341 | ||||||||||||
| Weighted-average common shares Outstanding - diluted | 44,549 | 43,341 | ||||||||||||
Adjusted EBITDA (1) | $ | 11,746 | $ | 2,934 | ||||||||||
Shipping Days (2) | ||||||||||||||
| Voyage days | 3,628 | 3,625 | ||||||||||||
| Time charter days | 1,040 | 951 | ||||||||||||
| Total shipping days | 4,668 | 4,576 | ||||||||||||
| TCE Rates ($/day) | $ | 16,524 | $ | 10,508 | ||||||||||
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| March 31, 2021 | December 31, 2020 | |||||||||||||
| Selected Data from the Consolidated Balance Sheets | ||||||||||||||
| Cash, restricted cash and cash equivalents | $ | 42,019 | $ | 48,397 | ||||||||||
| Total assets | $ | 450,167 | $ | 450,404 | ||||||||||
| Total secured debt, including finance leases liabilities | $ | 154,708 | $ | 159,389 | ||||||||||
| Total shareholders' equity | $ | 241,757 | $ | 234,431 | ||||||||||
| For the three months ended March 31, | ||||||||||||||
| 2021 | 2020 | |||||||||||||
| Selected Data from the Consolidated Statements of Cash Flows | ||||||||||||||
| Net cash provided by (used in) operating activities | $ | 4,940 | $ | (6,845) | ||||||||||
| Net cash (used in) provided by investing activities | $ | (5,467) | $ | 7,452 | ||||||||||
| Net cash used in financing activities | $ | (5,851) | $ | (11,190) | ||||||||||
(1)Adjusted EBITDA represents operating earnings before interest expense, income taxes, depreciation and amortization, loss on sale and leaseback of vessels, share-based compensation and other non-operating income and/or expense, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure operating performance and is also reviewed periodically as a measure of financial performance by Pangaea's Board of Directors. Adjusted EBITDA is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of Adjusted EBITDA used here may not be comparable to the definition of EBITDA used by other companies.
(2)Shipping days are defined as the aggregate number of days in a period during which its owned or chartered-in vessels are performing either a voyage charter (voyage days) or time charter (time charter days).
The reconciliation of gross profit to net transportation and service revenue and income from operations to Adjusted EBITDA is as follows:
| (in thousands, figures may not foot due to rounding) | Three Months Ended March 31, | |||||||||||||
| 2021 | 2020 | |||||||||||||
Net Transportation and Service Revenue (3) | ||||||||||||||
Gross Profit (4) | $ | 10,653 | $ | 1,629 | ||||||||||
| Add: | ||||||||||||||
| Vessel Depreciation and Amortization | 4,350 | 4,196 | ||||||||||||
| Net transportation and service revenue | $ | 15,003 | $ | 5,825 | ||||||||||
| Adjusted EBITDA | ||||||||||||||
| Income from operations | $ | 6,379 | $ | (2,333) | ||||||||||
| Depreciation and amortization | 4,419 | 4,242 | ||||||||||||
| Gain on sale of vessels | — | (78) | ||||||||||||
| Share-based compensation | 948 | 1,103 | ||||||||||||
| Adjusted EBITDA | $ | 11,746 | $ | 2,934 | ||||||||||
(3) Net transportation and service revenue represents total revenue less the total direct costs of transportation and services, which includes charter hire, voyage and vessel operating expenses. Net transportation and service revenue is included because it is used by management and certain investors to measure performance by comparison to other logistic service providers. Net transportation and service revenue is not an item recognized by the generally accepted accounting principles in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income, or any other indicator of a company's operating performance required by U.S. GAAP. Pangaea’s definition of net transportation and service revenue used here may not be comparable to an operating measure used by other companies.
(4) Gross profit represents total revenue less net transportation and service revenue and less vessel depreciation and amortization.
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Business Overview
The dry bulk sector of the transportation and logistics industry is cyclical and can be volatile due to changes in supply of vessels and demand for transportation of dry bulk commodities. The Baltic Dry Index (“BDI”), a measure of dry bulk market performance, averaged 1,716 for the first quarter of 2021, up from an average of 549 for the comparable quarter of 2020. More specifically, and reflecting the composition of the Company's fleet, the average published market rates for Supramax and Panamax vessels increased approximately 175% from an average of $5,920 in the first quarter of 2020 to $16,261 in the same period of 2021 and ending the first quarter of 2021 at $21,215. We have historically experienced fluctuations in our results of operations on a quarterly and annual basis. We expect to experience continued fluctuations in our operating results in the foreseeable future due to a variety of factors, including demand for vessels, competition, and seasonality.
Given the possibilities of wave surges of COVID-19 globally and the uncertainty where they may impact in the future, we have taken steps to manage operating costs, further enhance our financial flexibility, selectively deploy our capital, and protect the health and safety of our crew and shore based employees. Consistent with our chartering strategy we have redelivered chartered-in vessels when possible and continue to charter in new vessels, when needed, for short term periods dependent on market conditions at the time. We have implemented stricter protocols around crew changes, and required quarantine periods, and shore based employees in our Newport, Copenhagen, Singapore and Athens continue to comply with local and international guidelines.
Quarterly TCE Performance
The Company's TCE rates were up 57% from $10,508 for the three months ended March 31, 2020 to $16,524 for the three months ended March 31, 2021. The Company's achieved TCE rates continued to outperform against the average of the Baltic panamax and supramax market indexes and exceeded the average market rates by approximately 2% due to its long-term contracts of affreightment, ("COAs"), its specialized fleet, and its cargo-focused strategy.
1st Quarter Highlights
•Net income attributable to Pangaea Logistics Solutions Ltd. was approximately $5.9 million for three months ended March 31, 2021 as compared to approximately $6.8 million net loss for the same period of 2020.
•Diluted net income per share was $0.13 for three months ended March 31, 2021 compared to diluted net loss per share of $0.16 for the same period of 2020.
•Pangaea's TCE rates were $16,524 for the three months ended March 31, 2021 and $10,508 for the three months ended March 31, 2020.
•Adjusted EBITDA of $11.7 million for the three months ended March 31, 2021, as compared to $2.9 million for the same period of 2020.
•At the end of the quarter, Pangaea had $42.0 million in cash, and cash equivalents.
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
Revenues
Pangaea’s revenues are derived predominately from voyage and time charters. Total revenue for the three months ended March 31, 2021 was $125.0 million, compared to $95.9 million for the same period in 2020, a 30% increase. The increase in revenues was primarily due to higher average TCE rates earned as discussed above. The total number of shipping days remained relatively consistent increasing approximately 2% to 4,668 in the three months ended March 31, 2021, compared to 4,576 for the same period in 2020.
Components of revenue are as follows:
Voyage revenues increased by 25% for the three months ended March 31, 2021 to $108.2 million compared to $86.5 million for the same period in 2020. The increase in voyage revenues was primarily due to higher average TCE rates.
Charter revenues increased to $16.7 million from $9.4 million, or 79%, for the three months ended March 31, 2021 compared to the same period in 2020. The increase in charter revenues was due to an increase in drybulk market rates and increase in time charter days, which were up 9% to 1,040 in the first quarter of 2021 from 951 in the first quarter of 2020. The optionality of our chartering strategy allows the Company to selectively release excess ship days, if any, into the market under time charters arrangements.
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Voyage Expenses
Voyage expenses were $47.8 million for the three months ended March 31, 2021 and 2020. Voyage days remained consistent at 3,628 days in the three months ended March 31, 2021 compared to 3,625 days for the same period in 2020. Total costs of bunkers consumed decreased by 15.7% for the three months ended March 31, 2021 compared to the same period in 2020 primarily as a result of lower fuel costs carried into 2021 as the market has not recovered to pre-pandemic prices. This was offset by increased port related expenses of 27% compared to prior year as a result of increased canal fees incurred in the current year.
Charter Hire Expenses
Charter hire expenses for the three months ended March 31, 2021 were $53.6 million, compared to $32.3 million for the same period in 2020, a 66% increase. The increase in charter hire expenses was primarily due to an increase in market rates to charter-in vessels. The average published market rates for Supramax and Panamax vessels increased approximately 175% from an average of $5,920 in the first quarter of 2020 to $16,261 in the same period of 2021. Additionally, the number of chartered-in days increased 10% from 3,003 days in the three months ended March 31, 2020 to 3,296 days for the three months ended March 31, 2021 due to the sale of owned vessels in 2020, and the Company's flexible charter-in strategy allowing it to supplement its owned fleet with short term chartered-in tonnage at prevailing market prices, when needed, to meet cargo demand.
Vessel Operating Expenses
Vessel operating expenses for the three months ended March 31, 2021 were $8.5 million, compared to $9.9 million for the same period in 2020, a decrease of approximately 14%. The decrease in vessel operating expenses was primarily due to a decrease in owned days resulting from the sale of vessels in 2020. Excluding technical management fees, vessel operating expenses on a per day basis were $5,014 for the three months ended March 31, 2021 and $5,229 for the three months ended March 31, 2020. Technical management fees were approximately $0.8 million and $0.9 million for the three months ended March 31, 2021 and 2020, respectively.
General and Administrative Expenses
General and administrative expenses were $4.2 million and $4.0 million for the three months ended March 31, 2021 and 2020, respectively. The increase was primarily due to timing of recognition of incentive compensation, offset by a reduction in travel expenses.
Unrealized (loss) gain on derivative instruments
The Company incurred gains on bunker swaps of approximately $0.7 million and gains on forward freight agreements (FFAs) of approximately $0.5 million in the three months ended March 31, 2021. The fair value gain on interest rate derivative was approximately $0.8 million for the three months ended March 31, 2021. These result from changes in the fair value of the derivatives at the respective balance sheet dates.
Significant accounting estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are the estimated fair value used in determining the estimated future cash flows used in its impairment analysis, the estimated salvage value used in determining depreciation expense and the allowances for doubtful accounts.
Long-lived Assets Impairment Considerations
The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15, Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, we perform an analysis of the anticipated undiscounted
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future net cash flows to be derived from the related long-lived assets. Our assessment is made at the asset group level, which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups established by the Company are defined by vessel size and major characteristic or trade.
The Company concluded that no triggering event had occurred during the first quarter of 2021 and 2020 which would require impairment testing.
Liquidity and Capital Resources
The Company has historically financed its capital requirements with cash flow from operations, proceeds from related party debt, proceeds from long-term debt and finance leases, and through a private placement of common stock. The Company may consider additional debt and equity financing alternatives in the future, however the Company's ability to access debt and equity markets in the future is unknown. As a result, the Company may not be able to pursue opportunities to expand its business. At March 31, 2021 and December 31, 2020, the Company had working capital of $49.7 million and $2.2 million, respectively.
Operating Activities
Net cash provided by operating activities during the three months ended March 31, 2021 was $4.9 million compared to net cash used in operating activities of $6.8 million for the three months ended March 31, 2020. The cash flows from operating activities increased compared to the same period in the prior year primarily due to the increase in income from operations.
Investing Activities
Net cash used in investing activities during the three months ended March 31, 2021 was $5.5 million compared to net cash provided by investing activities of $7.5 million for the same period in 2020. During the three months ended March 31, 2021, the Company has made deposits of $5.2 million for two vessel acquisitions as compared to the Company receiving $8.4 million in proceeds from the sale of two vessels in the same period of 2020.
Financing Activities
Net cash used in financing activities during the three months ended March 31, 2021 was $5.9 million and $11.2 million for the same period of 2020. During the three months ended March 31, 2021 and 2020, net cash used to repay long-term debt was $3.0 million and $3.3 million, respectively, net cash used to repay finance leases was $1.7 million and $7.4 million, respectively, and the Company made cash dividend payments of $0.9 million and $0.5 million, respectively.
The Company has demonstrated its unique ability to adapt to changing market conditions by maintaining a nimble chartered-in profile to meet its cargo commitments. We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
Capital Expenditures
The Company’s capital expenditures relate to the purchase and lease of interests in vessels, newbuild vessels, and capital improvements to its vessels which are expected to enhance the revenue earning capabilities and safety of these vessels. The Company’s owned and leased fleet includes two Panamax drybulk carriers, two Ultramax Ice-Class 1C, seven Supramax drybulk carriers and one barge. The Company also has a two-third interest in a consolidated joint venture which owns six Panamax Ice-Class 1A drybulk carriers.
In addition to vessel acquisitions that the Company may undertake in future periods, its other major capital expenditures include funding its program of regularly scheduled drydockings necessary to make improvements to its vessels, as well as to comply with international shipping standards and environmental laws and regulations. This includes installation of ballast water treatment systems required under new regulations, the cost of which will be approximately $0.5 million to $0.7 million per vessel. The Company has some flexibility regarding the timing of dry docking, but the total cost is unpredictable. Funding expenses associated with these requirements will be met with cash from operations. The Company anticipates that this process of recertification will require it to reposition these vessels from a discharge port to shipyard facilities, which will reduce the Company’s available days and operating days during that period. The Company capitalized drydocking costs totaling approximately $1,111,000 and $2,903,000 in the three months ended March 31, 2021 and 2020, respectively. The Company expensed drydocking costs of approximately $62,000 and $15,000, respectively, in the three months ended March 31, 2021 and 2020.
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Off-Balance Sheet Arrangements
The Company does not have off-balance sheet arrangements at March 31, 2021 or December 31, 2020.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risks
No significant changes to our market risk have occurred since December 31, 2020. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk" included in the Company Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective for the three months ended March 31, 2021.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time, we are involved in various other disputes and litigation matters that arise in the ordinary course of our business, principally cargo claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources.
Item 1A – Risk Factors
In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Risk Factor described below, which could materially affect the Company’s business, financial condition or future results.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
None.
Item 5 - Other Information
None.
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Item 6 – Exhibits
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| EX-101.INS | XBRL Instance Document | ||||
| EX-101.SCH | XBRL Taxonomy Extension Schema | ||||
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||||
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||||
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | ||||
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
______________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 11, 2021.
| PANGAEA LOGISTICS SOLUTIONS LTD. | ||||||||
| By: | /s/ Edward Coll | |||||||
| Edward Coll | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| By: | /s/ Gianni Del Signore | |||||||
| Gianni Del Signore | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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