DEBT | 9 Months Ended |
Sep. 30, 2013 |
DEBT [Abstract] | ' |
DEBT | ' |
9 - DEBT |
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Long-term debt consists of the following: |
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| | September 30, | | | December 31, | | | | | | | | | |
2013 | 2012 | | | | | | | | |
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2007 Credit Facility | | $ | 1,055,912 | | | $ | 1,055,912 | | | | | | | | | |
$100 Million Term Loan Facility | | | 75,484 | | | | 75,484 | | | | | | | | | |
$253 Million Term Loan Facility | | | 180,793 | | | | 180,793 | | | | | | | | | |
2010 Baltic Trading Credit Facility | | | 102,250 | | | | 101,250 | | | | | | | | | |
2013 Baltic Trading Credit Facility | | | 22,000 | | | | — | | | | | | | | | |
Less: Current portion | | | (1,313,689 | ) | | | — | | | | | | | | | |
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Long-term debt | | $ | 122,750 | | | $ | 1,413,439 | | | | | | | | | |
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2007 Credit Facility |
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On July 20, 2007, the Company entered into a credit facility with DnB NOR Bank ASA (as amended, the “2007 Credit Facility”). The maximum amount that may be borrowed under the 2007 Credit Facility at September 30, 2013 is $1,055,912. As of September 30, 2013, the Company has utilized its maximum borrowing capacity under the 2007 Credit Facility. |
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The maximum leverage ratio covenant and minimum permitted consolidated interest ratio covenants are currently waived for the periods ending on and including December 31, 2013 pursuant to the August 1, 2012 agreements to amend or waive certain provisions of the agreements for the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility (as defined below) (the “August 2012 Agreements”). Additionally, the collateral maintenance financial covenant is currently waived until the Company can represent that it is in compliance with all of its financial covenants. The Company’s cash dividends and share repurchases have been suspended until the collateral maintenance financial covenant can be satisfied. |
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The gross interest-bearing debt to total capital covenant ends during the period ending on and including December 31, 2013 pursuant to the August 2012 Agreements. This covenant limits the ratio of the Company’s interest-bearing indebtedness to the sum of its interest-bearing indebtedness and its consolidated net worth in accordance with U.S. GAAP to 62.5% on the last day of any fiscal quarter during the waiver period. |
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Additionally, pursuant to the August 2012 Agreements, the total applicable margin over LIBOR payable on the principal amount of debt outstanding increased from 2.0% to 3.0% per annum. The minimum cash balance required was also increased from $500 to $750 per vessel mortgaged under this facility pursuant to the August 2012 Agreements. |
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Pursuant to the amendment to the 2007 Credit Facility which was entered into on December 21, 2011, the Company was subject to a facility fee of 2.0% per annum on the average daily outstanding principal amount of the loans outstanding, payable quarterly in arrears, which was subject to a reduction to 1.0% if the Company consummated an equity offering resulting in an aggregate amount of $50,000 of gross proceeds. On February 28, 2012, the Company completed an equity offering of 7,500,000 shares which resulted in gross proceeds of $53,250. As such, effective February 28, 2012, the facility fee was reduced to 1.0%. |
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As of September 30, 2013, the Company believes it is in compliance with all of the financial covenants under its 2007 Credit Facility, as amended. However, as of September 30, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months. As such, the debt outstanding under this facility of $1,055,912 was classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013. |
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At September 30, 2013, there were no letters of credit issued under the 2007 Credit Facility. |
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$100 Million Term Loan Facility |
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On August 12, 2010, the Company entered into the $100,000 secured term loan facility (“$100 Million Term Loan Facility”). As of September 30, 2013, the Company has utilized its maximum borrowing capacity of $100,000. The Company has used the $100 Million Term Loan Facility to fund or refund the Company a portion of the purchase price of the acquisition of five vessels from companies within the Metrostar group of companies. As of September 30, 2013, there was no availability under the $100 Million Term Loan Facility. |
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Pursuant to the amendments to the $100 Million Term Loan Facility that were entered into on December 21, 2011 and the August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant are currently waived for the periods ending on and including December 31, 2013. |
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As of September 30, 2013, the Company believes it is in compliance with all of the financial covenants under the $100 Million Term Loan Facility, as amended. However, as of September 30, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months. As such, the debt outstanding under this facility of $75,484 was classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013. |
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$253 Million Term Loan Facility |
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On August 20, 2010, the Company entered into the $253,000 senior secured term loan facility (“$253 Million Term Loan Facility”). As of September 30, 2013, the Company has utilized its maximum borrowing capacity of $253,000 to fund or refund to the Company a portion of the purchase price of the 13 vessels purchased from Bourbon SA during the third quarter of 2010 and first quarter of 2011. As of September 30, 2013, there was no availability under the $253 Million Term Loan Facility. |
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Pursuant to the amendments to the $253 Million Term Loan Facility that were entered into on December 21, 2011 and August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant are currently waived for the periods ending on and including December 31, 2013. |
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As of September 30, 2013 and December 31, 2012, the Company has deposited $9,750 that has been reflected as restricted cash. Restricted cash will be released only if the underlying collateral is sold or disposed of. |
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As of September 30, 2013, the Company believes it is in compliance with all of the financial covenants under the $253 Million Term Loan Facility, as amended. However, as of September 30, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months. As such, the debt outstanding under this facility of $180,793 was classified as a current liability and the restricted cash related to this facility was classified as a current asset in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability and a current asset, respectively, as of September 30, 2013. |
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2010 Baltic Trading Credit Facility |
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On April 16, 2010, Baltic Trading entered into a $100,000 senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch (as amended, the “2010 Baltic Trading Credit Facility”). An amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective November 30, 2010. Among other things, this amendment increased the commitment amount of the 2010 Baltic Trading Credit Facility from $100,000 to $150,000. An additional amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective August 29, 2013 (the “August 2013 Amendment”). Among other things, the August 2013 Amendment implemented the following modifications to the 2010 Baltic Trading Credit Facility: |
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| · | The requirement that certain additional vessels acquired by Baltic Trading be mortgages as collateral under the 2010 Baltic Trading Credit Facility was eliminated. | | | | | | | | | | | | | | |
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| · | Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 Baltic Trading Credit Facility. | | | | | | | | | | | | | | |
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| · | The total commitment under this facility was reduced to $110,000 and will be further reduced in three consecutive semi-annual reductions of $5,000 commencing on May 30, 2015. | | | | | | | | | | | | | | |
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| · | Borrowings bear interest at an applicable margin over LIBOR of 3.00% per annum if the ratio of the maximum facility amount of the aggregate appraised value of vessels mortgaged under the facility is 55% or less, measured quarterly; otherwise, the applicable margin is 3.35% per annum. | | | | | | | | | | | | | | |
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| · | Financial covenants corresponding to the liquidity and leverage under the 2013 Baltic Trading Credit Facility (as defined below) have been incorporated into the 2010 Baltic Trading Credit Facility. | | | | | | | | | | | | | | |
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As of September 30, 2013, $7,750 remained available under the 2010 Baltic Trading Credit Facility as the total commitment was reduced to $110,000 on August 29, 2013. The total available working capital borrowings of $25,000 are subject to the total remaining availability under the 2010 Baltic Trading Credit Facility; therefore, only $7,750 is available for working capital purposes as of September 30, 2013. |
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As of September 30, 2013, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2010 Baltic Trading Credit Facility, as amended. |
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2013 Baltic Trading Credit Facility |
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On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “2013 Baltic Trading Credit Facility”). Amounts borrowed and repaid under the 2013 Baltic Trading Credit Facility may not be reborrowed. This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019. Borrowings under the 2013 Baltic Trading Credit Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed. Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three months after the last vessel delivery date, or December 4, 2013, and a final payment of $13,375 due on the maturity date. Amounts repaid under the 2013 Baltic Trading Credit Facility may not be reborrowed. |
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Borrowings under the 2013 Baltic Trading Credit Facility are secured by liens on Baltic Trading’s vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets. Under a Guarantee and Indemnity entered into concurrently with the 2013 Baltic Trading Credit Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the 2013 Credit Facility. |
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The 2013 Baltic Trading Credit Facility also requires Baltic Trading, Baltic Hare Limited and Baltic Fox Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of Baltic Trading’s vessels; limitations on changes to the Management Agreement; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility require Baltic Hare Limited and Baltic Fox Limited to maintain $500 in its earnings account and Baltic Trading to maintain $750 per vessel in its fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant requires that the ratio of Baltic Trading’s total financial indebtedness to the value of its total assets as adjusted based on vessel appraisals not exceed 70%. The facility also requires that Baltic Trading maintains a minimum consolidated net worth of $232,796 plus fifty percent of the value of Baltic Trading’s equity offering completed on or after May 28, 2013. The facility’s collateral maintenance covenant requires that the minimum fair market value of vessels mortgaged under the facility be 130% of the amount outstanding under the facility through August 30, 2016 and 135% of such amount thereafter. |
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On September 4, 2013, Baltic Trading made two drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively. As of September 30, 2013, Baltic Trading has utilized its maximum borrowing capacity of $22,000, and there was no further availability. |
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As of September 30, 2013, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2013 Baltic Trading Credit Facility. |
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Interest payable |
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As required under the August 2012 Agreements, lenders under the 2007 Credit Facility will receive a fee equal to 1.25% of the principal amount outstanding following such prepayment, or $13,199, on the earlier date of the maturity date of this facility or the date on which all obligations under this facility have been paid in full. The $13,199 was classified as current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013, consistent with the classification of the principal amount of the 2007 Credit Facility. |
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Interest rates |
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The following tables sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the rate differential between the pay fixed, receive variable rate on the interest rate swap agreements that were in effect (refer to Note 11 — Interest Rate Swap Agreements), combined, the cost associated with unused commitment fees as well as the facility fee for the 2007 Credit Facility which was reduced from 2.0% to 1.0% on February 28, 2012 as noted above. Additionally, it includes the range of interest rates on the debt, excluding the impact of swaps and unused commitment fees: |
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| | For the Three Months Ended | | | For the Nine Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Effective Interest Rate | | | 4.69 | % | | | 4.65 | % | | | 4.72 | % | | | 4.6 | % |
Range of Interest Rates (excluding impact of swaps and unused commitment fees) | | 3.18% to 4.31 | % | | 3.22% to 4.50 | % | | 3.18% to 4.38 | % | | 3.22% to 4.63 | % |