Debt | Debt Long-term debt consists of the following: March 31, 2016 December 31, 2015 (unaudited) Bulk Pangaea Secured Note (1) $ 1,387,500 $ 1,734,375 Bulk Patriot Secured Note (1) 1,700,000 2,312,500 Bulk Trident Secured Note (1) 6,056,250 6,375,000 Bulk Juliana Secured Note (1) 3,380,208 3,718,229 Bulk Phoenix Secured Note (1) 7,233,330 7,649,997 Bulk Atlantic Secured Note (2) 6,235,000 6,530,000 Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) 9,173,820 10,717,370 Long Wharf Construction to Term Loan 973,332 978,210 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 (3) 87,750,000 89,625,000 Bulk Nordic Oasis Ltd. Loan Agreement (3) 21,125,000 21,500,000 Total 145,014,440 151,140,681 Less: current portion (18,887,058 ) (19,499,262 ) Less: unamortized debt issuance and bank fees (1,997,095 ) (2,145,266 ) Secured long-term debt $ 124,130,287 $ 129,496,153 (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 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 net worth and minimum liquidity, on a consolidated basis. The facility also contains a consolidated leverage ratio and a consolidated debt service coverage ratio. 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 March 31, 2016 , the Company was in compliance with these covenants. At December 31, 2015 , the Company was granted a waiver of compliance with the consolidated debt service coverage ratio by the facility agent and was in compliance with the other covenants. 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 19 equal quarterly installments of $612,500 beginning in January 2012 and a final payment of $362,500. 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% . 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 March 31, 2016 and December 31, 2015 , the Company was in compliance with these covenants. 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 amended agreement advanced $21,750,000 in respect of each the m/v Nordic Odin and the m/v Nordic Olympic; $13,500,000 in respect of each the m/v Nordic Odyssey and the m/v Nordic Orion, and $21,000,000 in respect of the m/v Nordic Oshima. The agreement requires repayment of the advances as follows: In respect of the Odin and Olympic advances, repayment to be made in 28 equal quarterly installments of $375,000 per borrower (one of which was paid prior to the amendment by each borrower) and balloon payments of $12,000,000 due with each of the final installments. In respect of the Odyssey and Orion advances, repayment to be made in 20 quarterly installments of $375,000 per borrower and balloon payments of $6,000,000 due with each of the final installments. In respect of the Oshima advance, repayment to be made 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% ( 3.03% at March 31, 2016 ). Interest on the advances to Odin and Olympic is floating at LIBOR plus 2.0% ( 2.63% at March 31, 2016 ). Interest on the advance to Oshima is floating at LIBOR plus 2.25% ( 2.88% at March 31, 2016 ). The amended loan is secured by first preferred mortgages on the m/v Nordic Odin, m/v Nordic Olympic, m/v Nordic Odyssey, 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 ("CMV") 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. At March 31, 2016 , the Company was not in compliance with the CMV clause. The Company was granted a waiver of compliance until June 17, 2016, at which time it expects to be in compliance with or to cure the breach. At December 31, 2015 , the Company was in compliance with this covenant. The Bulk Nordic Oasis Ltd. - Loan Agreement -- Dated December 11, 2015 The agreement advanced $21,500,000 in respect of the m/v Nordic Oasis. The agreement requires repayment of the advance in 24 equal quarterly installments of $375,000 beginning on March 28, 2016 and a balloon payment of $12,500,000 due with the final installment. Interest on this advance is floating at LIBOR plus 2.30% ( 2.93% at March 31, 2016 ). The loan is secured by a first preferred mortgage on the m/v Nordic Oasis, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders. Additionally, the agreement contains a collateral maintenance ratio clause which requires the aggregate fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios. As of March 31, 2016 and December 31, 2015 , 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.) Barents and 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% ( 3.13% at March 31, 2016 ). 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 ("MVC"), of not less than 100% of the outstanding indebtedness. As of March 31, 2016 , the Company was not in compliance with this clause. On February 22, 2016, the Company was notified by the facility agent of an MVC breach. On May 5, 2016, the Company prepaid the installments due in June 2016 and an additional $547,955 per vessel, for a total of $711,000 per vessel, in order to cure the breach. On March 15, 2016, additional cash collateral of approximately $1,200,000 , which was deposited by the Company during 2015, was applied to the outstanding balance of the facility. At December 31, 2015 , 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 March 31, 2016 and December 31, 2015 , the Company was in compliance with this covenant. The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: Years ending March 31, (unaudited) 2017 $ 18,887,058 2018 19,676,145 2019 16,177,912 2020 16,520,304 2021 20,378,021 Thereafter 53,375,000 $ 145,014,440 |