Debt | Debt Long-term debt consists of the following: September 30, 2015 December 31, 2014 (unaudited) Bulk Pangaea Secured Note (1) $ 2,081,250 $ 3,121,875 Bulk Discovery Secured Note (3) — 3,780,000 Bulk Patriot Secured Note (1) 2,925,000 4,762,500 Bulk Cajun Secured Note (3) — 853,125 Bulk Trident Secured Note (1) 6,693,750 7,650,000 Bulk Juliana Secured Note (1) 4,056,249 5,070,312 Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd., Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. and Bulk Nordic Oshima Ltd. Amended and Restated Loan Agreement (4) 91,500,000 51,125,000 Bulk Atlantic Secured Note (2) 7,210,000 7,890,000 Bulk Phoenix Secured Note (1) 8,066,664 8,916,665 Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) 11,043,460 12,021,730 Long Wharf Construction to Term Loan 983,516 998,148 Total 134,559,889 106,189,355 Less: current portion (18,136,172 ) (17,807,674 ) Less: unamortized bank fees (1,203,559 ) (951,265 ) Secured long-term debt $ 115,220,158 $ 87,430,416 (1) The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Juliana Secured Note, the Bulk Trident Secured Note and the Bulk Phoenix Secured Note are cross-collateralized by the m/v Bulk Pangaea, m/v Bulk Patriot, m/v Bulk Juliana, m/v Bulk Trident and m/v Bulk Newport and are guaranteed by the Company. (2) The Bulk Atlantic Secured Note is collateralized by the m/v Bulk Beothuk and is guaranteed by the Company. (3) The Bulk Cajun Secured Note was repaid on February 12, 2015 in conjunction with the sale of the m/v Bulk Cajun. The Bulk Discovery Secured Note was repaid on July 1, 2015 and the m/v Bulk Discovery was sold on August 17, 2015. (4) The borrower under this facility is NBHC, of which the Company and its joint venture partners, STST and ASO2020, each own one-third. NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by these third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets. The Senior Secured Post-Delivery Term Loan Facility On April 15, 2013, the Company, through its wholly owned subsidiaries, Bulk Pangaea, Bulk Patriot, Bulk Juliana and Bulk Trident, entered into a $30.3 million Senior Secured Post-Delivery Term Loan Facility (the “Post-Delivery Facility”) to refinance the Bulk Pangaea Secured Term Loan Facility dated December 15, 2009, the Bulk Patriot Secured Term Loan Facility dated September 29, 2011, the Bulk Juliana Secured Term Loan Facility dated April 18, 2012, and the Bulk Trident Secured Term Loan Facility dated August 28, 2012, the proceeds of which were used to finance the acquisitions of the m/v Bulk Pangaea, the m/v Bulk Patriot, the m/v Bulk Juliana and the m/v Bulk Trident, respectively. The Post-Delivery Facility was subsequently amended on May 16, 2013 by the First Amendatory Agreement, to increase the facility by $8.0 million to finance the acquisition of the m/v Bulk Providence and again on August 28, 2013, by the Second Amendatory Facility, to increase the facility by $10.0 million to finance the acquisition of the m/v Bulk Newport. The m/v Bulk Providence was sold on May 27, 2014 on which date this tranche of the Post-Delivery Facility was repaid. The Post-Delivery Facility contains financial covenants that require the Company to maintain a minimum consolidated net worth, and require the Company to maintain a minimum EBITDA to fixed charges ratio tested annually, as defined. In addition, the facility contains other Company and vessel related covenants that, among other things, restrict changes in management and ownership of the vessel, declaration of dividends, further indebtedness and mortgaging of a vessel without the bank’s prior consent. It also requires minimum collateral maintenance, which is tested at the discretion of the lender. As of September 30, 2015 and December 31, 2014 , the Company was not in compliance with the consolidated debt service coverage ratio. Accordingly, the Company obtained a waiver from the facility agent. The Post-Delivery Facility is divided into five tranches, as follows: Bulk Pangaea Secured Note Initial amount of $12,250,000 , entered into in December 2009, for the acquisition of m/v Bulk Pangaea. The interest rate was fixed at 3.96% in April 2013, in conjunction with the post-delivery amendment discussed above. The amendment also modified the repayment schedule to 15 equal quarterly payments of $346,875 ending in January 2017. Bulk Patriot Secured Note Initial amount of $12,000,000 , entered into in September 2011, for the acquisition of the m/v Bulk Patriot. This tranche requires repayment in 20 equal quarterly installments of $612,500 beginning in January 2012. The interest rate was fixed at 4.01% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Trident Secured Note Initial amount of $10,200,000 , entered into in April 2012, for the acquisition of the m/v Bulk Trident. This tranche requires repayment in 24 equal quarterly installments of $318,750 beginning in December 2012 with a balloon payment of $2,550,000 together with the last quarterly installment. Interest was fixed at 4.29% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Juliana Secured Note Initial amount of $8,112,500 , entered into in April 2012, for the acquisition of the m/v Bulk Juliana. This tranche requires repayment in 24 equal quarterly installments of $338,021 beginning in October 2012. Interest was fixed at 4.38% in April 2013 in conjunction with the post-delivery amendment discussed above. Bulk Phoenix Secured Note Initial amount of $10,000,000 , entered into in May 2013, for the acquisition of m/v Bulk Newport. This tranche requires repayment in 7 equal quarterly installments of $216,667 and 16 equal quarterly installments of $416,667 with a balloon payment of $1,816,659 due in July 2019. Interest is fixed at 5.09% . Other secured debt: Bulk Cajun Secured Note Initial amount of $4,550,000 , entered into in October 2011, for the acquisition of the m/v Bulk Cajun. The loan requires repayment in 16 equal quarterly installments of $284,375 beginning in January 2012 with a balloon payment of $2,000,000 together with the last quarterly installment. Interest is fixed at 6.51% . This note was repaid on February 12, 2015 in conjunction with the sale of the m/v Bulk Cajun on February 26, 2015. Bulk Discovery Secured Note Initial amount of $9,120,000 , entered into in February 2011, for the acquisition of the m/v Bulk Discovery. The loan requires repayment in 20 equal quarterly installments of $356,000 beginning in June 2011 with a balloon payment of $2,356,000 due in March 2016. Interest is fixed at a rate of 8.16% . This note was repaid on July 1, 2015. Bulk Atlantic Secured Note Initial amount of $8,520,000 , entered into on February 18, 2013, for the acquisition of m/v Bulk Beothuk. The loan requires repayment in 8 equal quarterly installments of $90,000 beginning in May 2013, 12 equal quarterly installments of $295,000 and a balloon payment of $4,260,000 due in February 2018. Interest is fixed at 6.46% . The Bulk Atlantic Secured Note also contains a collateral maintenance ratio clause and a minimum EBITDA to fixed charges ratio. As of September 30, 2015 and December 31, 2014 , the Company was not in compliance with these ratios. Accordingly, the Company obtained a waiver from the Facility Agent for the EBITDA to fixed charges ratio and will be required to provide additional cash collateral of approximately $385,000. The Company anticipates making this deposit in November 2015. 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 Amount of $45,000,000 , entered into on January 28, 2015, for the acquisition of the m/v Nordic Odin and the m/v Nordic Olympic; $22,500,000 , entered into on September 17, 2014, for the acquisition of the m/v Nordic Oshima; and $40,000,000 , entered into on August 6, 2012, for the acquisition of the m/v Nordic Odyssey and the m/v Nordic Orion. The amended and restated agreement made available an additional $500,000 each for Bulk Nordic Odyssey Ltd. ("Odyssey") and Bulk Nordic Orion Ltd. ("Orion"), which was drawn on September 18, 2015. The agreement requires repayment by Bulk Nordic Odin Ltd. ("Odin") and Bulk Nordic Olympic Ltd. ("Olympic") in 28 equal quarterly installments of $375,000 each and balloon payments of $12,000,000 each, together with the last payment. The agreement requires repayment by Odyssey and Orion in 20 quarterly installments of $375,000 each and balloon payments of $6,000,000 each due with the final installments. The agreement also requires repayment by Bulk Nordic Oshima Ltd. ("Oshima") in 28 equal quarterly installments of $375,000 and a balloon payment of $12,000,000 due with the final installment. Interest on the advances to Odyssey and Orion is floating at LIBOR plus 2.4% ( 2.73% at September 30, 2015). Interest on the advance related to Odin and Olympic is floating at LIBOR plus 2.0% ( 2.33% at September 30, 2015). Interest on the advance related to Oshima is floating at LIBOR plus 2.25% ( 2.58% at September 30, 2015). The amended loan is secured by first preferred mortgages on the m/v Nordic Odin, m/v Nordic Olympic, m/v Nordic Odyssey, the m/v Nordic Orion and m/v Nordic Oshima, the assignment of earnings, insurances and requisite compensation of the five entities, and by guarantees of their shareholders. The amended agreement contains one financial covenant that requires the Company to maintain minimum liquidity and a collateral maintenance ratio clause which requires the aggregate fair market value of the vessel plus the net realizable value of any additional collateral provided to remain above defined ratios. As of September 30, 2015 and December 31, 2014 , the Company was in compliance with this covenant. Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) Bulk Barents and Bulk Bothnia entered into a secured Term Loan Facility of $13,000,000 in two tranches of $6,500,000 which were drawn in conjunction with the delivery of the m/v Bulk Bothnia on January 23, 2014 and the m/v Bulk Barents on March 7, 2014. The loan is secured by mortgages on the m/v Nordic Bulk Barents and m/v Nordic Bulk Bothnia. The facility bears interest at LIBOR plus 2.5% ( 2.77% at September 30, 2015 ). The loan requires repayment in 22 equal quarterly installments of $163,045 (per borrower) beginning in June 2014, one installment of $163,010 (per borrower) and a balloon payment of $2,750,000 (per borrower) due in December 2019. In addition, any cash in excess of $750,000 per borrower on any repayment date shall be applied toward prepayment of the relevant loan in inverse order, so the balloon payment is prepaid first. The agreement also contains a profit split in respect of the proceeds from the sale of either vessel and a minimum value clause of not less than 100% of the outstanding indebtedness. As of September 30, 2015 , the Company was not in compliance with the minimum value clause. Accordingly, the Company deposited additional cash collateral of approximately $300,000 for each vessel on August 4, 2015. At December 31, 2014, the Company was in compliance with the minimum value clause. Long Wharf Construction to Term Loan Initial amount of $1,048,000 entered into in January 2011. The loan is payable in monthly installments based on a 25 year amortization schedule with a final balloon payment of all unpaid principal and accrued interest due January 2021. Interest is floating at LIBOR plus 2.85% . The Company entered into an interest rate swap which matures January 2021 and fixes the interest rate at 6.63% . The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, as well as personal guarantees from the Founders and a corporate guarantee of the Company. The loan contains one financial covenant that requires the Company to maintain a minimum debt service coverage ratio, calculated on an annual basis. At December 31, 2014 , the Company was not in compliance with this covenant and obtained a waiver of compliance from the lender. The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: Years ending September 30, (unaudited) 2016 $ 18,136,172 2017 15,469,376 2018 17,971,926 2019 14,765,182 2020 25,353,064 Thereafter 42,863,955 $ 134,559,675 |