Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document Information [Line Items] | |
Entity Registrant Name | Pangaea Logistics Solutions Ltd. |
Entity Central Index Key | 1606909 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1 |
Amendment Flag | FALSE |
Document Period End Date | 30-Sep-14 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | |||
Cash and cash equivalents | $20,157,708 | $18,927,927 | $19,695,675 |
Restricted cash | 500,000 | 500,000 | 687,500 |
Accounts receivable (net of allowance of $2,047,603 at September 30, 2014 and $1,662,593 at December 31, 2013) | 30,462,924 | 44,688,470 | 29,610,068 |
Other receivables | 287,668 | 133,646 | 418,870 |
Bunker inventory | 21,050,009 | 21,072,192 | 13,856,452 |
Advance hire, prepaid expenses and other current assets | 10,916,092 | 12,744,125 | 9,774,424 |
Total current assets | 83,374,401 | 98,066,360 | 74,042,989 |
Fixed assets, net | 225,179,262 | 197,153,889 | 156,188,373 |
Investment in newbuildings in-process | 25,576,943 | 31,900,000 | 0 |
Other noncurrent assets | 1,495,078 | 3,253,022 | 905,744 |
Total assets | 335,625,684 | 330,373,271 | 231,137,106 |
Current liabilities | |||
Accounts payable and accrued expenses | 40,623,223 | 45,878,378 | 27,953,763 |
Related party debt | 46,371,713 | 7,616,248 | 20,395,323 |
Deferred revenue | 5,862,960 | 16,155,498 | 13,422,447 |
Current portion long-term debt | 18,686,730 | 16,065,483 | 13,390,382 |
Line of credit | 3,000,000 | 3,000,000 | 3,000,000 |
Dividends payable | 29,381,125 | 23,177,503 | 9,840,005 |
Other current liablities | 263,982 | 0 | 1,355,859 |
Total current liabilties | 144,189,733 | 111,893,110 | 89,357,779 |
Secured long-term debt, net | 91,719,946 | 83,302,421 | 68,485,753 |
Related party long-term debt, net | 0 | 17,303,918 | 0 |
Other non-current liabilties | 0 | 181,382 | |
Commitments and contingencies | |||
Convertible redeemable preferred stock, net of issuance costs ($1,000 par value, 112,500 shares authorized, 89,114 and 64,047 shares issued and outstanding at September 30, 2014 December 31, 2013, respectively) | 103,236,399 | 103,236,399 | 69,450,675 |
Stockholders' (deficit) equity: | |||
Common stock ($1.00 par value, 199,829 shares authorized 87,329 shares issued and outstanding at September 30, 2014, December 31, 2013 and December 31, 2012 191,606 shares issued and outstanding on pro forma basis | 87,329 | 87,329 | 87,329 |
Additional paid-in capital | 0 | 0 | 197,035 |
Accumulated deficit | -7,324,015 | -5,933,870 | 174,385 |
Total Bulk Partners (Bermuda) LTD. deficit | -7,236,686 | -5,846,541 | 458,749 |
Non-controlling interests | 3,716,292 | 20,483,964 | 3,202,768 |
Total stockholders' (deficit) equity | -3,520,394 | 14,637,423 | 3,661,517 |
Total liabilities, convertible reemable preferred stock and stockholders' deficit | $335,625,684 | $330,373,271 | $231,137,106 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable | $2,047,603 | $1,662,593 | $1,351,590 |
Temporary equity, par value (in dollars per share) | $1,000 | $1,000 | $1,000 |
Temporary equity, shares authorized | 112,500 | 112,500 | 112,500 |
Temporary equity, shares issued | 89,114 | 89,114 | 64,047 |
Temporary equity, shares outstanding | 89,114 | 89,114 | 64,047 |
Common stock, par value (in dollars per share) | $1 | $1 | $1 |
Common stock, shares authorized | 199,829 | 199,829 | 199,829 |
Common stock, shares issued | 87,329 | 87,329 | 191,606 |
Common stock, shares outstanding | 87,329 | 87,329 | 191,606 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ||||||
Voyage revenue | $80,604,263 | $80,371,836 | $252,084,882 | $246,642,009 | $336,160,290 | $342,085,254 |
Charter revenue | 10,600,956 | 14,797,016 | 43,112,456 | 34,328,821 | 56,310,682 | 44,972,326 |
Revenues | 91,205,219 | 95,168,852 | 295,197,338 | 280,970,830 | 392,470,972 | 387,057,580 |
Expenses: | ||||||
Voyage expense | 46,598,184 | 45,193,740 | 136,624,745 | 147,119,813 | 196,035,698 | 200,867,181 |
Charter hire expense | 34,315,719 | 31,984,645 | 112,271,588 | 86,098,418 | 130,879,639 | 133,524,256 |
Vessel operating expenses | 7,935,565 | 6,148,253 | 22,587,314 | 15,710,044 | 22,958,049 | 14,814,402 |
General and administrative | 2,790,350 | 2,747,691 | 7,719,226 | 8,592,008 | 11,599,121 | 11,027,875 |
Depreciation and amortization | 3,118,973 | 2,518,726 | 8,415,174 | 7,060,351 | 9,614,859 | 7,179,943 |
Gain on sale of vessels | -1,661,368 | 0 | -3,947,600 | 0 | ||
Total expenses | 93,097,423 | 88,593,055 | 283,670,447 | 264,580,634 | 371,087,366 | 367,413,657 |
Income (Loss) from operations | -1,892,204 | 6,575,797 | 11,526,891 | 16,390,196 | 21,383,606 | 19,643,923 |
Other (expense) income: | ||||||
Interest expense | -1,348,252 | -1,419,338 | -4,338,904 | -3,889,788 | -5,487,246 | -3,280,755 |
Interest expense related party debt | -108,422 | -194,543 | -170,784 | -357,341 | -411,784 | -1,255,776 |
Imputed interest on related party long-term debt | 0 | -317,942 | -322,947 | -793,222 | -1,117,231 | 0 |
Unrealized (loss) gain on derivative instruments | -551,354 | 1,854,930 | -2,123,246 | 183,287 | 1,101,239 | 362,176 |
Other income (expense) | 83,803 | -515,677 | 8,030 | -197,127 | 35,713 | 511,210 |
Income (loss) from unconsolidated entity | 10,224 | -67,912 | ||||
Total other expense, net | -1,924,225 | -592,570 | -6,947,851 | -5,054,191 | -5,869,085 | -3,731,057 |
Net (loss) income | -3,816,429 | 5,983,227 | 4,579,040 | 11,336,005 | 15,514,521 | 15,912,866 |
Loss (income) attributable to non-controlling interests | 906,822 | -113,827 | 334,563 | -820,323 | -62,152 | -2,058,987 |
Net (loss) income attributable to Bulk Partners (Bermuda) LTD. | ($2,909,607) | $5,869,400 | $4,913,603 | $10,515,682 | $15,452,369 | $13,853,879 |
Earnings Loss per common share: | ||||||
Basic (in dollars per share) | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) |
Diluted (in dollars per share) | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) |
Weighted average shares used to compute loss per common share, basic and diluted (in shares) | 87,329 | 87,329 | 87,329 | 87,329 | 87,329 | 87,329 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | Total Bulk Partners (Bermuda) LTD. Deficit [Member] | Non-controlling Interest [Member] | Redeemable Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2011 | $9,780,094 | $87,329 | $512,671 | $7,706,399 | $8,306,399 | $1,473,695 | $24,893,865 |
Balance (in shares) at Dec. 31, 2011 | 87,329 | 25,630.51 | |||||
Accrued convertible redeemable preferred stock dividends | -167,305 | 0 | 0 | -167,305 | -167,305 | 0 | 0 |
Issuance of convertible redeemable preferred stock as settlement of dividend on common stock | -6,000,000 | 0 | 0 | -6,000,000 | -6,000,000 | 0 | 6,000,000 |
Issuance of convertible redeemable preferred stock as settlement of dividend on common stock (in shares) | 0 | 6,000 | |||||
Recognized beneficial conversion feature of convertible redeemable preferred stock at issuance date | 0 | 0 | 4,584,272 | -4,584,272 | 0 | 0 | 0 |
Modification of conversion price of convertible redeemable preferred stock | 0 | 0 | 1,372,149 | -1,372,149 | 0 | 0 | 0 |
Issuance of convertible redeemable preferred stock for cash, net of issuance costs | -5,211,325 | 0 | 0 | -5,211,325 | -5,211,325 | 0 | 25,518,875 |
Issuance of convertible redeemable preferred stock for cash, net of issuance costs (in shares) | 0 | 20,564 | |||||
Issuance of convertible redeemable preferred stock as settlement of accrued dividends | -1,185,050 | 0 | 0 | -1,185,050 | -1,185,050 | 0 | 7,362,935 |
Issuance of convertible redeemable preferred stock as settlement of accrued dividends (in shares) | 0 | 6,177.89 | |||||
Issuance of convertible redeemable preferred stock as repayment of notes payable | 0 | 0 | 0 | 0 | 0 | 0 | 5,675,000 |
Issuance of convertible redeemable preferred stock as repayment of notes payable (in shares) | 0 | 5,675 | |||||
Dividend on common stock and participating preferred dividend declared | -9,100,000 | -6,272,057 | -2,827,943 | -9,100,000 | 0 | ||
Acquisition of non-controlling interest | 20,000 | 0 | 0 | 0 | 0 | 20,000 | 0 |
Deconsolidation of non-controlling interest | -387,763 | 0 | 0 | -37,849 | -37,849 | -349,914 | 0 |
Net income (loss) | 15,912,866 | 0 | 0 | 13,853,879 | 13,853,879 | 2,058,987 | 0 |
Balance at Dec. 31, 2012 | 3,661,517 | 87,329 | 197,035 | 174,385 | 458,749 | 3,202,768 | 69,450,675 |
Balance (in shares) at Dec. 31, 2012 | 87,329 | 64,047.40 | |||||
Recognized beneficial conversion feature of convertible redeemable preferred stock at issuance date | 0 | 0 | 4,927,423 | -4,927,423 | 0 | 0 | 0 |
Issuance of convertible redeemable preferred stock for cash, net of issuance costs | -7,517,915 | 0 | -412,308 | -7,105,607 | -7,517,915 | 0 | 29,143,355 |
Issuance of convertible redeemable preferred stock for cash, net of issuance costs (in shares) | 0 | 21,899.18 | |||||
Issuance of convertible redeemable preferred stock as settlement of accrued dividends | -45,843 | 0 | 0 | -45,843 | -45,843 | 0 | 213,152 |
Issuance of convertible redeemable preferred stock as settlement of accrued dividends (in shares) | 0 | 167.309 | |||||
Issuance of convertible redeemable preferred stock as repayment of notes payable | -1,429,217 | 0 | -167,420 | -1,261,797 | -1,429,217 | 0 | 4,429,217 |
Issuance of convertible redeemable preferred stock as repayment of notes payable (in shares) | 0 | 3,000 | |||||
Dividend on common stock and participating preferred dividend declared | -12,700,000 | 0 | -4,544,730 | -8,155,270 | -12,700,000 | 0 | 0 |
Imputed interest on related party long term debt | 17,873,285 | 0 | 0 | 17,873,285 | |||
Restructuring of NBHC (Note 1) | -718,925 | 0 | 0 | -64,684 | -64,684 | -654,241 | 0 |
Net income (loss) | 15,514,521 | 15,452,369 | 15,452,369 | 62,152 | |||
Balance at Dec. 31, 2013 | 14,637,423 | 87,329 | 0 | -5,933,870 | -5,846,541 | 20,483,964 | 103,236,399 |
Balance (in shares) at Dec. 31, 2013 | 87,329 | 89,113.89 | |||||
Accrued convertible redeemable preferred stock dividends | -6,303,748 | 0 | 0 | -6,303,748 | -6,303,748 | 0 | 0 |
Shareholder loan modification | -16,433,109 | -16,433,109 | |||||
Net income (loss) | 4,579,040 | 0 | 0 | 4,913,603 | 4,913,603 | -334,563 | 0 |
Balance at Sep. 30, 2014 | ($3,520,394) | $87,329 | $0 | ($7,324,015) | ($7,236,686) | $3,716,292 | $103,236,399 |
Balance (in shares) at Sep. 30, 2014 | 87,329 | 89,113.89 |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Issuance Cost | $273,740 | $256,450 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | ||||
Net income | $4,579,040 | $11,336,005 | $15,514,521 | $15,912,866 |
Adjustments to reconcile net income to net cash provided by operations: | ||||
Depreciation and amortization expense | 8,415,174 | 7,060,351 | 9,614,859 | 7,179,943 |
Amortization of deferred financing costs and bank fees | 627,961 | 658,089 | 949,929 | 592,225 |
Unrealized loss (gain) on derivative instruments | 2,123,246 | -183,287 | -1,101,239 | -362,176 |
(Income) loss on equity method investee | -10,224 | 67,912 | ||
Provision for doubtful accounts | -385,010 | 0 | 652,318 | 851,591 |
Write off of unamortized financing costs | 241,522 | 0 | ||
Amortization of discount on related party long-term debt | 322,947 | 0 | 1,117,231 | 0 |
Imputed interest on related party long-term debt | 0 | 793,222 | ||
Change in operating assets and liabilities: | ||||
Accounts receivable | 14,610,555 | 1,018,218 | -15,730,720 | -9,936,096 |
Other receivables | -154,022 | -56,781 | 285,224 | -143,172 |
Bunker inventory | 22,183 | -4,490,193 | -7,215,740 | 3,937,289 |
Advance hire, prepaid expenses and other current assets | 1,770,164 | 687,302 | -2,233,596 | -3,170,792 |
Other non-current assets | -236,223 | 0 | -410,312 | 0 |
Account payable, accrued expenses and other current liabilities | -4,570,546 | 2,343,788 | 16,927,622 | -4,461,165 |
Other current liabilities | -657,491 | -381,011 | 24,533 | 427,653 |
Deferred revenue | -10,292,538 | 147,241 | 2,733,051 | 4,980,645 |
Net cash provided by operating activities | 16,416,962 | 18,932,944 | 21,117,457 | 15,876,723 |
Investing activites | ||||
Purchase of vessels | -38,288,452 | -75,588,933 | -49,736,191 | -96,768,542 |
Sale of vessels | 19,331,787 | 0 | ||
Deposits on newbuildings in-process | -6,960,499 | 0 | -31,900,000 | 0 |
Drydocking costs | -3,639,677 | 0 | -731,285 | -3,985,559 |
Purchase of building and equipment | -558,376 | -92,388 | -112,899 | -601,268 |
Deposits on vessel purchase | -1,500,000 | |||
Acquisition of interest in equity method investee | 0 | -50,000 | ||
Net cash used in investing activities | -30,115,217 | -75,681,321 | -83,980,375 | -101,405,369 |
Financing activities | ||||
Proceeds of related party debt | 4,750,000 | 21,559,972 | 29,554,972 | 26,502,823 |
Payments on related party debt | -54,507 | -203,582 | -5,274,075 | -10,557,500 |
Proceeds from long-term debt | 35,500,000 | 32,205,000 | 32,205,000 | 58,312,500 |
Proceeds from line of credit | 0 | 3,000,000 | ||
Payments of financing and issuance costs | -366,800 | -1,595,450 | -1,799,314 | -1,865,893 |
Payments on long-term debt | -24,800,657 | -9,713,178 | -14,401,426 | -7,722,636 |
Proceeds from issuance of convertible redeemable preferred stock | 0 | 18,199,180 | 21,899,180 | 20,564,000 |
Common stock dividends paid | -100,000 | -100,000 | -100,000 | -1,000,000 |
Decrease (increase) in restricted cash | 0 | 687,500 | 187,500 | -396,947 |
Distributions to non-controlling interest | 0 | -176,667 | -176,667 | -349,914 |
Net cash provided by financing activities | 14,928,036 | 60,862,775 | 62,095,170 | 86,486,433 |
Net (decrease) increase in cash and cash equivalents | 1,229,781 | 4,114,398 | -767,748 | 957,787 |
Cash and cash equivalents at beginning of period | 18,927,927 | 19,695,675 | 19,695,675 | 18,737,888 |
Cash and cash equivalents at end of period | 20,157,708 | 23,810,073 | 18,927,927 | 19,695,675 |
Disclosure of noncash items | ||||
Dividends declared, not paid | 6,303,622 | 5,769,050 | 12,700,000 | 9,267,305 |
Issuance of convertible redeemable preferred stock as settlement of accrued dividends | 0 | 213,152 | 213,152 | 7,362,935 |
Issuance of convertible redeemable preferred stock in settlement of notes payable | 0 | 1,385,503 | 4,429,217 | 5,675,000 |
Issuance of convertible redeemable preferred stock in settlement of common stock dividend | 0 | 6,000,000 | ||
Beneficial conversion feature of convertible redeemable preferred stock at issuance date | 0 | 5,748,464 | 8,959,421 | 4,584,272 |
Modification of Shareholder loan to on Demand | 16,433,108 | |||
Imputed interest on related party long-term debt | 322,947 | 793,222 | 17,873,285 | 0 |
Discount on related party long-term debt | 0 | 17,080,063 | ||
Transfer of ownership to noncontrolling interest | 360,000 | 0 | ||
Cash paid for interest | $3,660,117 | $4,366,007 | $4,059,340 | $3,097,021 |
Basis_of_Presentation_and_Gene
Basis of Presentation and General Information | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Business Description and Basis of Presentation [Text Block] | Note 1. Basis of Presentation and General Information | |||||||
The accompanying consolidated financial statements include the accounts of Bulk Partners (Bermuda) Ltd. (formerly known as Pangaea Logistics Solutions Ltd.) and its wholly-owned subsidiaries (collectively, the ‘‘Company”, ‘‘we’’ or ‘‘our’’). The Company was incorporated in 2008 under the laws of Bermuda to pursue opportunities in the international dry bulk shipping trade. | ||||||||
In July 2014, Bulk Nordic Odin Ltd. (“Bulk Odin”) was organized under the laws of Bermuda for the purpose of owning a new Ice-Class 1A Panamax vessel under construction. Bulk Odin is a wholly-owned subsidiary of Nordic Bulk Holding Company Ltd, a consolidated affiliate of the Company. | ||||||||
In September 2014, ownership of Long Wharf was transferred to the Company. Long Wharf was previously owned by two of the Company’s Founders and was heavily dependent on the Company to fund its operations; and as such, was consolidated pursuant to ASC 810-10. | ||||||||
The Company is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership, chartering and operation of dry-bulk vessels. The Company’s fleet is comprised of Panamax, Supramax and Handymax dry bulk carriers and the Company operates its business in one business segment. | ||||||||
As of September 30, 2014, the Company owned a fleet of 13 oceangoing vessels comprised of three Ice Class 1A Panamax, four Panamax, four Supramax and two Handymax vessels with an average age of approximately 13.5 years. | ||||||||
The accompanying consolidated balance sheet as of September 30, 2014, the consolidated statements of income for the three- and nine-month periods ended September 30, 2104 and 2013, changes in convertible redeemable preferred stock and stockholders’ equity (deficit) for the nine months ended September 30, 2014, and cash flows for the nine months ended September 30, 2014 and 2013 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations and cash flows for the nine months ended September 30, 2014 and 2013. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements related to these nine month periods are unaudited. Certain information and disclosures included in the annual consolidated financial statements have been omitted for the interim periods disclosed pursuant to the rules and regulations of the SEC. The results of the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other interim period or other future year. | ||||||||
The preparation of consolidated financial statements in conformity with U.S. 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 salvage value used in determining depreciation expense, the allowances for doubtful accounts, the fair value of convertible redeemable preferred stock, and the discount on interest free loans . | ||||||||
Advance hire, prepaid expenses and other current assets were comprised of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Advance hire | $ | 5,664,781 | 8,788,882 | |||||
Prepaid expenses | 1,102,270 | 514,169 | ||||||
Margin account deposit | 1,782,926 | 1,062,439 | ||||||
Other current assets | 2,366,115 | 2,378,635 | ||||||
Total | $ | 10,916,092 | $ | 12,744,125 | ||||
Accounts payable, accrued expenses and other current liabilities were comprised of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
Accounts payable | $ | 35,789,564 | 39,201,642 | |||||
Accrued expenses | 3,427,481 | 3,839,531 | ||||||
Other current liabilities | 1,406,178 | 2,837,205 | ||||||
Total | $ | 40,623,223 | $ | 45,878,378 | ||||
New_Accounting_Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 2. New Accounting Pronouncements |
In April 2014, the FASB issued an update Accounting Standards Update for Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, Presentation of Financial Statements, and Property Plant and Equipment. Under this new guidance, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. The Company does not expect a material impact on the Company’s consolidated financial statements as a result of the adoption of this standard. | |
In May 2014, the FASB issued an update Accounting Standards Update for Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016. The Company is evaluating the impact of the adoption of this guidance to determine whether or not it has a material impact on the Company’s consolidated financial statements. | |
Fixed_Assets
Fixed Assets | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | Note 3. Fixed Assets | NOTE 5 - FIXED ASSETS | |||||||||||||||||||||||||
Vessel and Vessel Improvements | At December 31, fixed assets consisted of the following: | ||||||||||||||||||||||||||
The cost of vessels and vessel improvements, net of accumulated depreciation of $30,190,224 and $27,074,656 as of September 30, 2014 and December 31, 2013, respectively, is as follows: | 2013 | 2012 | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | Vessels and vessel upgrades | $ | 211,458,792 | $ | 161,722,600 | |||||||||||||||||||||
(unaudited) | Capitalized dry docking | 4,716,844 | 3,985,559 | ||||||||||||||||||||||||
216,175,636 | 165,708,159 | ||||||||||||||||||||||||||
m/v BULK PANGAEA | $ | 21,207,761 | $ | 20,879,837 | Accumulated depreciation and amortization | -21,579,365 | -12,076,025 | ||||||||||||||||||||
m/v BULK DISCOVERY | 11,870,654 | 13,583,813 | Vessels, vessel upgrades and capitalized dry docking, net | 194,596,271 | 153,632,134 | ||||||||||||||||||||||
m/v BULK CAJUN | 6,053,450 | 6,566,227 | |||||||||||||||||||||||||
m/v BULK PATRIOT | 14,802,541 | 13,573,298 | Land and building | 2,541,085 | 2,541,085 | ||||||||||||||||||||||
m/v BULK JULIANA | 14,005,361 | 14,614,596 | Internal use software | 268,313 | 268,313 | ||||||||||||||||||||||
m/v NORDIC ODYSSEY | 29,425,883 | 30,252,396 | Computers and equipment | 306,953 | 194,055 | ||||||||||||||||||||||
m/v NORDIC ORION | 29,916,572 | 30,449,503 | 3,116,351 | 3,003,453 | |||||||||||||||||||||||
m/v BULK TRIDENT | 16,569,270 | 16,273,240 | Accumulated depreciation | -558,733 | -447,214 | ||||||||||||||||||||||
m/v BULK BEOTHUK | 13,280,825 | 13,732,350 | Other fixed assets, net | 2,557,618 | 2,556,239 | ||||||||||||||||||||||
m/v BULK NEWPORT | 14,871,461 | 15,339,224 | |||||||||||||||||||||||||
m/v BULK PROVIDENCE | - | 10,114,377 | Total fixed assets, net | $ | 197,153,889 | $ | 156,188,373 | ||||||||||||||||||||
m/v BULK LIBERTY | - | 9,217,410 | |||||||||||||||||||||||||
m/v NORDIC BOTHNIA | 7,406,137 | - | The Company’s fleet consists of the following: | ||||||||||||||||||||||||
m/v NORDIC BARENTS | 7,862,978 | - | |||||||||||||||||||||||||
m/v NORDIC OSHIMA(1) | 33,709,143 | - | Vessel | Date Acquired | December 31, 2012 | Additions | December 31, 2013 | Accumulated | Carrying Amount | ||||||||||||||||||
220,982,036 | 194,596,271 | Depreciation | |||||||||||||||||||||||||
Other fixed assets, net | 4,197,226 | 2,557,618 | |||||||||||||||||||||||||
$ | 225,179,262 | $ | 197,153,889 | m/v BULK PANGAEA | 21-Dec-09 | $ | 27,581,075 | $ | - | $ | 27,581,075 | $ | -6,701,238 | $ | 20,879,837 | ||||||||||||
m/v BULK DISCOVERY | 2-Mar-11 | 18,175,762 | -81,961 | 18,093,801 | -4,509,988 | 13,583,813 | |||||||||||||||||||||
(1) The Company took delivery of the newbuilding m/v Nordic Oshima on September 25, 2014 | m/v BULK CAJUN | 24-Jun-11 | 8,262,479 | 69,319 | 8,331,798 | -1,765,571 | 6,566,227 | ||||||||||||||||||||
m/v BULK PATRIOT | 6-Oct-11 | 15,350,000 | - | 15,350,000 | -1,776,702 | 13,573,298 | |||||||||||||||||||||
At September 30. 2014, the aggregate carrying value of m/v Bulk Cajun, m/v Bulk Discovery, m/v Bulk Pangaea and the m/v Bulk Patriot is approximately $53.9 million, which is higher than the aggregated estimated market value of $29.1 million. As such Bulk Partners has reviewed each vessel group in the fleet and determined that the undiscounted sum of cash flows that will result from the use and disposal of each of its vessel groups exceed the carrying value of the vessel groups. Therefore, no impairment charge is required. | m/v BULK JULIANA | 25-Apr-12 | 14,750,000 | 918,366 | 15,668,366 | -1,053,770 | 14,614,596 | ||||||||||||||||||||
m/v NORDIC ODYSSEY | 17-Jun-12 | 32,272,785 | 3,753 | 32,276,538 | -2,024,142 | 30,252,396 | |||||||||||||||||||||
m/v NORDIC ORION | 17-Jun-12 | 32,272,785 | 76,128 | 32,348,913 | -1,899,410 | 30,449,503 | |||||||||||||||||||||
m/v BULK TRIDENT | 4-Sep-12 | 17,043,274 | 17,043,274 | -770,034 | 16,273,240 | ||||||||||||||||||||||
m/v BULK BEOTHUK | 19-Feb-13 | - | 14,243,327 | 14,243,327 | -510,977 | 13,732,350 | |||||||||||||||||||||
m/v BULK PROVIDENCE | 22-May-13 | - | 10,300,000 | 10,300,000 | -185,623 | 10,114,377 | |||||||||||||||||||||
m/v BULK LIBERTY | 6-Aug-13 | - | 9,392,563 | 9,392,563 | -175,153 | 9,217,410 | |||||||||||||||||||||
m/v BULK NEWPORT | 3-Sep-13 | - | 15,545,981 | 15,545,981 | -206,757 | 15,339,224 | |||||||||||||||||||||
$ | 165,708,159 | $ | 50,467,476 | $ | 216,175,636 | $ | -21,579,365 | $ | 194,596,271 | ||||||||||||||||||
See Notes 8 - Related Party Transactions and Note 12 - Long-term Debt | |||||||||||||||||||||||||||
During the year ended December 31, 2013, the Company purchased four vessels through wholly owned subsidiaries. The total purchase price of the vessels (m/v Bulk Beothuk, m/v Bulk Providence, m/v Bulk Liberty and m/v Bulk Newport), was approximately $49,482,000. In addition, NBHC paid deposits of approximately $26,100,000 toward the construction of four new 1A ice class panamax vessels to be delivered in 2014 through 2016. NBVH paid deposits of $5,790,000 toward the construction of two ultramax vessels to be delivered in 2016. These deposits are included as deposits on newbuildings in-process on the consolidated balance sheets. | |||||||||||||||||||||||||||
Also during 2013, the Company completed dry-docking on the m/v Bulk Juliana. The five year amortization period of the capitalized dry docking costs is within the remaining useful life of the vessel. | |||||||||||||||||||||||||||
During the year ended December 31, 2012, the Company purchased four vessels, the m/v Bulk Juliana, the m/v Bulk Trident, the m/v Bulk Nordic Orion and the m/v Bulk Nordic Odyssey. The total purchase price for these four vessels was approximately $96,300,000. | |||||||||||||||||||||||||||
During the year ended December 31, 2012, the Company completed dry-docking on the m/v Bulk Pangaea, the m/v Bulk Discovery, and the m/v Bulk Cajun. The amortization period of the capitalized dry docking costs (5 years) were within the remaining useful life of the above vessels, except for the m/v Bulk Cajun. As a result of the dry-docking, the Company determined that the remaining useful life of the m/v Bulk Cajun should be extended beyond its original estimate end of life (2014) to 2017. | |||||||||||||||||||||||||||
Longterm_Debt
Long-term Debt | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Long-term Debt [Text Block] | Note 4. Long-term Debt | NOTE 10 - SECURED LONG-TERM DEBT | |||||||||||||||
Long-term debt consists of the following: | Long-term debt consisted of the following at December 31: | ||||||||||||||||
September 30, | December 31, | 2013 | 2012 | ||||||||||||||
2014 | 2013 | ||||||||||||||||
(unaudited) | Total debt | $ | 100,759,063 | $ | 82,955,489 | ||||||||||||
Less: current portion | 16,065,483 | 13,390,382 | |||||||||||||||
Bulk Pangaea Secured Note (1) | $ | 3,468,750 | $ | 4,509,375 | 84,693,580 | 69,565,107 | |||||||||||
Bulk Discovery Secured Note (2) | 4,136,000 | 5,204,000 | Unamortized bank fees | (1,391,159 | ) | (1,079,354 | ) | ||||||||||
Bulk Patriot Secured Note (1) | 5,375,000 | 7,212,500 | |||||||||||||||
Bulk Cajun Secured Note (2) | 1,137,500 | 1,990,625 | Secured long-term debt, net | $ | 83,302,421 | $ | 68,485,753 | ||||||||||
Bulk Trident Secured Note (1) | 7,968,750 | 8,925,000 | |||||||||||||||
Bulk Juliana Secured Note (1) | 5,408,333 | 6,422,395 | Each of the facilities described below is secured by the vessel indicated and cross-collateralized as noted. As such, there is no priority in liquidation of any individual facility. | ||||||||||||||
Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement (3) | 53,500,000 | 34,000,000 | |||||||||||||||
Bulk Atlantic Secured Note (2) | 7,980,000 | 8,250,000 | In April 2013, the Company executed a Senior Secured Post-Delivery Term Loan Facility that amended the Bulk Pangaea, Bulk Patriot, Bulk Trident, and Bulk Juliana Secured Notes. Amendments included the extension of the Bulk Pangaea secured note maturity date, and conversion of all loans from floating variable rate to a fixed interest rate. | ||||||||||||||
Bulk Phoenix Secured Note (1) | 9,133,333 | 9,783,334 | |||||||||||||||
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) | 12,347,820 | - | December 31, | ||||||||||||||
Long Wharf Construction to Term Loan | 1,002,920 | 1,016,834 | 2013 | 2012 | |||||||||||||
Bulk Providence Secured Note (4) | - | 7,760,000 | |||||||||||||||
Bulk Liberty Secured Note (5) | - | 5,685,000 | 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. The facility bore interest at LIBOR plus 4% (4.31%) at December 31, 2012 and was hedged through an interest rate swap agreement that expired in March 2012. (B) (C) (G) (H) | $ | 4,509,375 | $ | 5,562,500 | ||||||||||
Total | 111,458,406 | 100,759,063 | Bulk Discovery Secured Note, initial amount of $9,120,000, entered into in February 2011, for the acquisition of the m/v Bulk Discovery. Loan requires repayment in 20 equal quarterly installments of $356,000 beginning in June 2011 with a balloon payment of $2,000,000 together with the last quarterly installment. Interest is fixed at a rate of 8.16%. (A) (D) | 5,204,000 | 6,628,000 | ||||||||||||
Less: current portion | -18,686,730 | -16,065,483 | |||||||||||||||
Less: unamortized bank fees | -1,051,730 | -1,391,159 | Bulk Patriot Secured Note, initial amount of $12,000,000, entered into in September 2011, for the acquisition of the m/v Bulk Patriot. Loan requires repayment in 24 equal quarterly installments of $500,000 beginning in January 2012. The interest rate was fixed at 4.01% in April 2013 in conjunction with the post-delivery amendment discussed above. The facility bore interest at LIBOR plus 3.5% (3.81%) at December 31, 2012. (B) (C) (G) (J) | 7,212,500 | 9,662,500 | ||||||||||||
Secured long-term debt | $ | 91,719,946 | $ | 83,302,421 | |||||||||||||
Bulk Cajun Secured Note, initial amount of $4,550,000, entered into in October 2011, for the acquisition of the m/v Bulk Cajun. Loan requires repayment in 16 equal quarterly installments of $284,375 beginning in January 2012 with a balloon payment of $2,000,000 together the last quarterly installment. Interest is fixed at 6.51% . (A) (D) | 1,990,625 | 3,412,500 | |||||||||||||||
-1 | The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Trident Secured Note, the Bulk Juliana Secured Note, and the Bulk Phoenix Secured Note are cross-collateralized by the vessels m/v Bulk Juliana, m/v Bulk Patriot, m/v Bulk Trident, m/v Bulk Pangaea, and m/v Bulk Newport and are guaranteed by the Company. | Long Wharf Construction to Term Loan, initial amount of $1,048,000, entered into in January 2011, to partially finance the construction of the Company’s corporate office building. Loan requires repayment of interest only, payable monthly commencing on March 1, 2011 through February 28, 2012; thereafter, principal and interest are 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% (3.03% and 3.43% at December 31, 2012 and December 31, 2011, respectively). The Company entered into an interest rate swap agreement, which matures January 2021, and fixes the interest rate at 6.63%. (E) | $ | 1,016,834 | $ | 1,034,260 | |||||||||||
-2 | The Bulk Discovery Secured Note, the Bulk Cajun Secured Note, and the Bulk Atlantic Secured Note are cross-collateralized by the vessels m/v Bulk Discovery, m/v Bulk Cajun, and m/v Bulk Beothuk and are guaranteed by the Company. | ||||||||||||||||
-3 | The Bulk Nordic Odyssey and the Bulk Nordic Orion Loan Agreement was amended on September 17, 2014, to provide for an additional advance to finance the acquisition of m/v Nordic Oshima. | Bulk Trident Secured Note, initial amount of $10,200,000, entered into in April 2012, for the acquisition of the m/v Bulk Trident. Loan 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. Interest was floating at LIBOR plus 3.5% (3.81%) at December 31, 2012. (B) (G) (J) | 8,925,000 | 9,881,250 | |||||||||||||
-4 | The Bulk Providence Secured Note was repaid in connection with the sale of the m/v Bulk Providence on May 27, 2014. | ||||||||||||||||
-5 | The Bulk Liberty Secured Note was repaid in connection with the sale of the m/v Bulk Liberty on July 4, 2014. | Bulk Juliana Secured Note, initial amount of $8,112,500, entered into in April 2012, for the acquisition of the m/v Bulk Juliana. Loan 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. Interest was floating at LIBOR plus 3.75% (4.07%) at December 31, 2012. (B) (G) (K) | 6,422,395 | 7,774,479 | |||||||||||||
The Senior Secured Post-Delivery Term Loan Facility | Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement, initial amount of $40,000,000, entered into on August 6, 2012, for the acquisition of the m/v Bulk Odyssey and the m/v Bulk Orion. The agreement requires repayment in 20 quarterly installments of $1,000,000 beginning in October 2012, with an additional $1,000,000 installment payable on the 5th, 9th and 17th installment dates and a balloon payment of $17,000,000 due with the final installment. Interest is floating at LIBOR plus 3.25% (3.56% at December 31, 2013 and 2012). (F) | 34,000,000 | 39,000,000 | ||||||||||||||
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. | Bulk Atlantic Secured Note, initial amount of $8,520,000, entered into on February 18, 2013, for the acquisition of m/v Bulk Beothuk. 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%. | $ | 8,250,000 | $ | - | ||||||||||||
The Post-Delivery Facility contains financial covenants that require the Company to maintain a minimum consolidated net worth, and requires 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, restricts 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, 2014 and December 31, 2013, the Company was in compliance with all required covenants. | Bulk Providence Secured Note, initial amount of $8,000,000, entered into in May 2013, for the acquisition of m/v Bulk Providence. Loan requires repayment in 8 equal quarterly installments of $120,000, 16 equal quarterly installments of $190,000 and a balloon payment of $4,000,000 due in July 2019. Interest is fixed at 4.38%. (B)(G) | 7,760,000 | - | ||||||||||||||
The Post-Delivery Facility is divided into six tranches, as follows: | Bulk Liberty Secured Note, initial amount of $5,685,000, entered into on July 2013, for the acquisition of m/v Bulk Liberty. Loan requires repayment in 19 equal quarterly installments of $149,605 beginning in January 2014 and a balloon payment of $2,842,505 due in February 2018. Interest is fixed at 7.06%. (A)(D) | 5,685,000 | - | ||||||||||||||
Bulk Pangaea Secured Note | Bulk Phoenix Secured Note, initial amount of $10,000,000, entered into in May 2013, for the acquisition of m/v Bulk Newport. Loan 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%. (B)(G) | 9,783,334 | - | ||||||||||||||
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. | Total | 100,759,063 | 82,955,489 | ||||||||||||||
Less: current portion | 16,065,483 | 13,390,382 | |||||||||||||||
Bulk Patriot Secured Note | Long term debt | $ | 84,693,580 | $ | 69,565,107 | ||||||||||||
Initial amount of $12,000,000, entered into in September 2011, for the acquisition of the m/v Bulk Patriot. Loan requires repayment in 24 equal quarterly installments of $500,000 beginning in January 2012. The interest rate was fixed at 4.01% in April 2013 in conjunction with the post-delivery amendment discussed above. | (A) | The Bulk Cajun Secured Note, the Bulk Discovery Secured Note, the Bulk Atlantic Secured Note and the Bulk Liberty Secured Note are cross-collateralized by the vessels Bulk Discovery, Bulk Cajun, Bulk Beothuk and Bulk Liberty and are guaranteed by the Company. | |||||||||||||||
Bulk Trident Secured Note | (B) | The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Juliana Secured Note, the Bulk Trident Secured Note, the Bulk Providence Secured Note and the Bulk Newport Secured Note are cross-collateralized by the vessels Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident, Bulk Providence and Bulk Phoenix and are guaranteed by the Company. | |||||||||||||||
Initial amount of $10,200,000, entered into in April 2012, for the acquisition of the m/v Bulk Trident. Loan 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. | (C) | The Bulk Pangaea Secured Note and the Bulk Patriot Secured Note contain financial covenants that, among other things, limit the Company’s consolidated leverage ratio, as defined; requires the Company to maintain a minimum consolidated net worth, as defined; requires the Company to maintain a minimum consolidated debt service coverage ratio, as defined; and requires the Company to maintain a consolidated minimum liquidity, as defined. | |||||||||||||||
Bulk Juliana Secured Note | (D) | The Bulk Discovery Secured Note, the Bulk Cajun Secured Note, the Bulk Atlantic Secured Note and the Bulk Liberty Secured Note contain 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, these notes contain 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. | |||||||||||||||
Initial amount of $8,112,500, entered into in April 2012, for the acquisition of the m/v Bulk Juliana. Loan 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. | (E) | The Construction 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 Company was also required to provide a cash deposit as collateral for the note, which was classified in other non-current assets as of December 31, 2011 in the consolidated balance sheet. At completion of the construction in April 2012, the cash deposit was released to the Company. The Construction Loan contains one financial covenant that requires the Company to maintain a minimum debt service coverage ratio. | |||||||||||||||
Bulk Phoenix Secured Note | (F) | The Bulk Nordic Orion and the Bulk Nordic Odyssey Loan Agreement (“the Agreement”), is secured by first preferred mortgages on the m/v Bulk Orion and the m/v Bulk Odyssey, the assignment of the earnings, insurances and requisite compensation of the two entities, and by guarantees of their shareholders. Additionally, the Agreement contains one financial covenant that requires the Company to maintain minimum liquidity in addition to 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. | |||||||||||||||
Initial amount of $10,000,000, entered into in May 2013, for the acquisition of m/v Bulk Newport. Loan 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%. | (G) | This secured note may require mandatory additional principal payments based on the operating cash flows of the related vessel. | |||||||||||||||
Bulk Providence Secured Note | (H) | The Bulk Pangaea Secured Note was amended in April 2013. Amendments included the extension of the loan maturity date to January 2017 and the conversion of the interest rate from a floating variable rate to a fixed interest rate of 3.96%. | |||||||||||||||
Initial amount of $8,000,000, entered into in May 2013, for the acquisition of m/v Bulk Providence. Loan requires repayment in 8 equal quarterly installments of $120,000, 16 equal quarterly installments of $190,000 and a balloon payment of $4,000,000 due in July 2019. Interest is fixed at 4.38%. The loan was repaid in conjunction with the sale of the m/v Bulk Providence on May 27, 2014. | (I) | The Bulk Patriot Secured Note was amended in April 2013 resulting in the conversion of the interest rate from a floating variable rate to a fixed interest rate of 4.01%. | |||||||||||||||
Other secured debt: | (J) | The Bulk Trident Secured Note was amended in April 2013 resulting in the conversion of the interest rate from a floating variable rate to a fixed interest rate of 4.29%. | |||||||||||||||
Bulk Cajun Secured Note | (K) | The Bulk Juliana Secured Note was amended in April 2013 resulting in the conversion of the interest rate from a floating variable rate to a fixed interest rate of 4.38%. | |||||||||||||||
Initial amount of $4,550,000, entered into in October 2011, for the acquisition of the m/v Bulk Cajun. Loan requires repayment in 16 equal quarterly installments of $284,375 beginning in January 2012 with a balloon payment of $2,000,000 together the last quarterly installment. Interest is fixed at 6.51%. | The Secured Notes as outlined above also contain collateral maintenance ratio clauses. If the Company encountered a change in financial condition which, in the opinion of the lender, is likely to affect the Company’s ability to perform its obligations under the loan facility, the Company’s credit agreement could be cancelled at the lender’s sole discretion. The lender could then elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable, and proceed against any collateral securing such indebtedness. As of December 31, 2013 and 2012, the Company was in compliance with all required covenants. | ||||||||||||||||
Bulk Discovery Secured Note | The future minimum annual payments under the debt agreements are as follows: | ||||||||||||||||
Initial amount of $9,120,000, entered into in February 2011, for the acquisition of the m/v Bulk Discovery. Loan requires repayment in 20 equal quarterly installments of $356,000 beginning in September 2011 with a balloon payment of $2,000,000 together with the last quarterly installment. Interest is fixed at a rate of 8.16%. | Years ending | ||||||||||||||||
December 31, | |||||||||||||||||
Bulk Atlantic Secured Note | |||||||||||||||||
2014 | $ | 16,065,483 | |||||||||||||||
Initial amount of $8,520,000, entered into on February 18, 2013, for the acquisition of m/v Bulk Beothuk. 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%. | 2015 | 16,506,108 | |||||||||||||||
2016 | 17,909,321 | ||||||||||||||||
Bulk Liberty Secured Note | 2017 | 27,201,673 | |||||||||||||||
2018 | 15,136,255 | ||||||||||||||||
Initial amount of $5,685,000, entered into on July 2013, for the acquisition of m/v Bulk Liberty. Loan requires repayment in 19 equal quarterly installments of $149,605 beginning in January 2014 and a balloon payment of $2,842,505 due in February 2018. Interest is fixed at 7.06%. The loan was repaid in connection with the sale of the m/v Bulk Liberty on July 4, 2014. | Thereafter | 7,940,223 | |||||||||||||||
The other secured debt, as outlined above, contains collateral maintenance ratio clauses. If the Company encountered a change in financial condition which, in the opinion of the lender, is likely to affect the Company’s ability to perform its obligations under the loan facility, the Company’s credit agreement could be cancelled at the lender’s sole discretion. The lender could then elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable, and proceed against any collateral securing such indebtedness. As of September 30, 2014 and December 31, 2013, the Company was in compliance with all required covenants. | $ | 100,759,063 | |||||||||||||||
Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement | |||||||||||||||||
Initial amount of $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 agreement requires repayment in 20 quarterly installments of $1,000,000 beginning in October 2012, with an additional $1,000,000 installment payable on the 5th, 9th and 17th installment dates and a balloon payment of $17,000,000 due with the final installment. Interest is floating at LIBOR plus 3.25% (3.48% at September 30, 2014 and 2013). The loan is secured by first preferred mortgages on the m/v Nordic Orion and the m/v Nordic Odyssey, the assignment of the earnings, insurances and requisite compensation of the two entities, and by guarantees of their shareholders. The 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 previously provided to remain above defined ratios. As of September 30, 2014 and December 31, 2013, the Company was in compliance with this covenant. | |||||||||||||||||
The loan was amended on September 17, 2014 in conjunction with the delivery of the m/v Nordic Oshima (discussed below), whereby the margin was reduced to 3.00%. | |||||||||||||||||
Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd. And Bulk Nordic Oshima Ltd. – Dated September 17, 2014 Amended and Restated Loan Agreement | |||||||||||||||||
Entered into on September 17, 2014, to finance the purchase of the m/v Nordic Oshima, which was delivered to the Company on September 25, 2014. The amended agreement advanced $22,500,000 and requires repayment of this advance in 28 equal quarterly installments of $375,000 and a balloon payment of $12,000,000 due with the final installment. Interest on the advance related to m/v Nordic Oshima is floating at LIBOR plus 2.25% (2.48% at September 30, 2014). The amended loan is secured by first preferred mortgages on the m/v Nordic Odyssey, the m/v Nordic Orion and m/v Nordic Oshima, the assignment of earnings, insurances and requisite compensation of the three 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, 2014 and December 31, 2013, 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.) | |||||||||||||||||
Nordic Bulk Barents and Nordic 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 Nordic Bothnia on January 23, 2014 and the m/v Nordic Barents on March 7, 2014. The loan is secured by mortgages on these two vessels. | |||||||||||||||||
The facility bears interest at LIBOR plus 2.5% (2.73% at September 30, 2014). The loan requires repayment in 22 equal quarterly installments of $163,045 (per borrower) beginning in September 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, a minimum value clause of not less than 100% of the indebtedness and a minimum liquidity clause. As of September 30, 2014 and December 31, 2013, the Company was in compliance with all required covenants. | |||||||||||||||||
Long Wharf Construction to Term Loan | |||||||||||||||||
Initial amount of $1,048,000 entered into in January 2011. The loan is payable monthly 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. As of September 30, 2014 and December 31, 2013, the Company was in compliance with this covenant. | |||||||||||||||||
Line of Credit | |||||||||||||||||
During the year ended December 2012, the Company entered into a revolving line of credit with a maximum capacity of $3,000,000. Borrowings under of the line of credit are due upon expiration of the line of credit. The expiration date was extended to November 19, 2014 from its original expiration date of November 19, 2013. The line of credit contains certain covenants including a liquidity covenant that may result in the acceleration of the payment of the borrowings. Borrowings under the line are secured by personal guarantees of the Founders, as well as collateralized against a personal account of one of the Founders held at the lending bank. Interest is payable at Prime + 1%. As of September 30, 2014 the Company was in compliance with all required covenants. | |||||||||||||||||
The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: | |||||||||||||||||
Years ending September 30, | |||||||||||||||||
2015 | $ | 18,686,730 | |||||||||||||||
2016 | 19,323,468 | ||||||||||||||||
2017 | 30,994,082 | ||||||||||||||||
2018 | 11,971,926 | ||||||||||||||||
2019 | 8,765,181 | ||||||||||||||||
Thereafter | 21,717,019 | ||||||||||||||||
$ | 111,458,406 | ||||||||||||||||
DERIVATIVES_AND_FAIR_VALUE_MEA
DERIVATIVES AND FAIR VALUE MEASUREMENT | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||
Derivatives and Fair Value [Text Block] | Note 5. Derivative Instruments and Fair Value Measurements | NOTE 7 - DERIVATIVES AND FAIR VALUE MEASUREMENT | ||||||||||||||||||||||||||
Interest-Rate Swaps | Interest Rate Swaps | |||||||||||||||||||||||||||
From time to time, the Company enters into interest rate swap agreements to mitigate the risk of interest rate fluctuations on its variable rate debt. At December 31, 2013 and 2012, the Company was party to one interest rate swap, which was entered into in February 2011, as required by the 109 Long Wharf Construction Loan agreement. Under the terms of the swap agreement, the interest rate on this note is fixed at 6.63%. | ||||||||||||||||||||||||||||
From time to time, the Company enters into interest rate swap agreements to mitigate the risk of interest rate fluctuations on its variable rate debt. At September 30, 2014 and December 31, 2013, the Company was party to one interest rate swap, which was entered into in February 2011, as required by the 109 Long Wharf Construction Loan agreement. Under the terms of the swap agreement, the interest rate on this note is fixed at 6.63%. | ||||||||||||||||||||||||||||
The Company did not elect to designate the swap as a hedge at inception, pursuant to ASC 815, Derivatives and Hedging. Accordingly, changes in the fair value are recorded in current earnings in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||||
The Company did not elect to designate the swap as a hedge at inception, pursuant to ASC 815, Derivatives and Hedging. Accordingly, changes in the fair value are recorded in current earnings in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||||
Derivative instruments are as follows: | ||||||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||||||
2014 | 2013 | December 31, | ||||||||||||||||||||||||||
(unaudited) | 2013 | 2012 | ||||||||||||||||||||||||||
Interest rate swap agreement on: | ||||||||||||||||||||||||||||
Interest rate swap agreement on: | ||||||||||||||||||||||||||||
Long Wharf Construction to Term Loan: | ||||||||||||||||||||||||||||
Long Wharf Construction to Term Loan: | ||||||||||||||||||||||||||||
Notional amount | $ | 1,001,329 | $ | 1,032,000 | ||||||||||||||||||||||||
Effective dates | 2/1/11-1/24/21 | 2/1/11-1/24/21 | Notional amount | $ | 1,032,000 | $ | 1,032,000 | |||||||||||||||||||||
Fair value | -112,124 | -94,882 | ||||||||||||||||||||||||||
Effective dates | 2/1/11-1/24/21 | 2/1/11-1/24/21 | ||||||||||||||||||||||||||
The fair value of the interest rate swap agreements at September 30, 2014 and December 31, 2013 were liabilities of approximately $112,000 and $95,000, which are included in other current liabilities on the consolidated balance sheets based on the instrument’s maturity date. The aggregate change in the fair value of the interest rate swap agreements for the nine months ended September 30, 2014 was a loss of approximately $17,000,, which is reflected in the unrealized loss on derivative instruments in the accompanying consolidated statements of income. No mark to market adjustments were made during the three months ended September 30, 2014 or for interim periods in 2013. | ||||||||||||||||||||||||||||
Fair value at year-end | -94,882 | -181,382 | ||||||||||||||||||||||||||
Forward Freight Agreements | ||||||||||||||||||||||||||||
The fair value of the interest rate swap agreements at December 31, 2013 and 2012 are approximately ($94,882) and ($181,382), which are included in other current liabilities and other non-current liabilities on the consolidated balance sheets based on the instrument’s maturity date. The aggregate change in the fair value of the interest rate swap agreements for the years ended December 31, 2013 and 2012 was a gain of approximately $86,500 and $6,000 respectively, which are reflected in the unrealized gain on derivative instruments in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||||
The Company assesses risk associated with fluctuating future freight rates and, when appropriate, actively hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). Such economic hedges do not always 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. During the nine months ended September 30, 2014 and the year ended December 31, 2013, the Company entered into various FFAs that did not qualify for hedge accounting. The aggregate fair values of the FFAs at September 30, 2014 was a liability of approximately $225,000 which is included in other current liabilities The aggregate fair values of the FFAs at December 31, 2013 was an asset of approximately $944,000, which is included in advance hire, prepaid expenses and other current assets. The change in the aggregate fair value of the FFAs during the three months ended September 30, 2014 and 2013 resulted in gains of approximately $764,000 and $963,000, respectively, which are included in unrealized loss on derivative instruments in the accompanying consolidated statements of income. The change in the aggregate fair value of the FFAs during the nine months ended September 30, 2014 and 2013 resulted in losses of approximately $1,169,000 and gains of approximately $125,000, respectively, which are included in unrealized loss on derivative instruments in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||||
Forward Freight Agreements | ||||||||||||||||||||||||||||
Fuel Swap Contracts | The Company assesses risk associated with fluctuating future freight rates and, when appropriate, actively hedges identified economic risk with appropriate derivative instruments, specifically forward freight agreements (FFAs). Such economic hedges do not always 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. During 2013 and 2012, the Company entered into various FFAs that did not qualify for hedge accounting. The aggregate fair values of the FFAs at December 31, 2013 and 2012 were an asset of approximately $944,200 and $168,000, respectively, which is included in advance hire, prepaid expenses and other current assets. The change in the aggregate fair value of the FFAs during the years ended December 31, 2013 and 2012 resulted in a gain of approximately $776,500 and $350,000, respectively, which are included in unrealized gain on derivative instruments in the accompanying consolidated statements of income. | |||||||||||||||||||||||||||
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. During the months ended September 30, 2014 and the year ended December 31, 2013, the Company entered into various fuel swap contracts that were not designated for hedge accounting. The aggregate fair value of these fuel swaps at September 30, 2014 and December 31, 2013 are liabilities of approximately $1,146,000 and $209,500, respectively, which are included in other current liabilities on the consolidated balance sheets. The change in the aggregate fair value of the fuel swaps during the three months ended September 30, 2014 and 2013 was a loss of approximately $1,315,000 and a gain of approximately $917,000, which are included in unrealized loss on derivative instruments in the accompanying consolidated statements of income. The change in the aggregate fair value of the fuel swaps during the nine months ended September 30, 2014 and 2013 was a loss of approximately $937,000 and a gain of $84,000, which are included in unrealized loss on derivative instruments in the accompanying consolidated statements of income. | 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. In 2013 and 2012, the Company entered into various fuel swap contracts that were not designated for hedge accounting. The aggregate fair value of these fuel swaps at December 31, 2013 and 2012 are liabilities of $209,500 and $449,000, respectively, which are included in other current liabilities on the consolidated balance sheets. The change in the aggregate fair value of the fuel swaps during the years ended December 31, 2013 and 2012 were gains of approximately $239,000 and $6,000, respectively, which are included in unrealized gain on derivative instruments in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||||
The three levels of the fair value hierarchy established by ASC 820, in order of priority are as follows: | ||||||||||||||||||||||||||||
Fair Value Hierarchy | ||||||||||||||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivatives include cash, money-market accounts, restricted cash accounts and investment. | The three levels of the fair value hierarchy established by ASC 820, in order of priority, are as follows: | |||||||||||||||||||||||||||
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Our Level 2 non-derivatives include our term loan account. | Level 1 –quoted prices in active markets for identical assets or liabilities | |||||||||||||||||||||||||||
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions). | Level 2 –observable inputs other than quoted prices in active markets for identical assets and liabilities | |||||||||||||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | Level 3 – unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions | |||||||||||||||||||||||||||
Balance at September 30, 2014 | Level 1 | Level 2 | Level 3 | Balance at | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
(unaudited) | December | |||||||||||||||||||||||||||
Margin accounts | $ | 1,782,926 | $ | 1,782,926 | $ | - | $ | - | 31, 2013 | |||||||||||||||||||
Interest rate swaps | -112,124 | - | -112,124 | - | ||||||||||||||||||||||||
Forward freight agreements | -225,355 | - | -225,355 | - | Margin accounts | $ | 1,062,439 | $ | 1,062,439 | $ | - | $ | - | |||||||||||||||
Fuel swap contracts | -1,146,230 | - | -1,146,230 | - | Interest rate swaps | -94,882 | - | -94,882 | - | |||||||||||||||||||
Forward freight agreements | 944,225 | - | 944,225 | - | ||||||||||||||||||||||||
Balance at December 31, 2013 | Level 1 | Level 2 | Level 3 | Fuel swap contracts | -209,506 | - | -209,506 | - | ||||||||||||||||||||
Margin accounts | $ | 1,062,439 | $ | 1,062,439 | $ | - | $ | - | Balance at | Level 1 | Level 2 | Level 3 | ||||||||||||||||
Interest rate swaps | -94,882 | - | -94,882 | - | December | |||||||||||||||||||||||
Forward freight agreements | 944,225 | - | 944,225 | - | 31, 2012 | |||||||||||||||||||||||
Fuel swap contracts | -209,506 | - | -209,506 | - | ||||||||||||||||||||||||
Margin accounts | $ | 509,658 | $ | 509,658 | $ | - | $ | - | ||||||||||||||||||||
The estimated fair values of the Company’s interest rate swap instruments, forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts. | Interest rate swaps | -181,382 | - | -181,382 | - | |||||||||||||||||||||||
Forward freight agreements | 167,710 | - | 167,710 | - | ||||||||||||||||||||||||
Fuel swap contracts | -448,510 | - | -448,510 | - | ||||||||||||||||||||||||
The estimated fair values of the Company’s interest rate swap instruments, forward freight agreements and fuel swap contracts are based on market prices obtained from an independent third-party valuation specialist. Such quotes represent the estimated amounts the Company would receive to terminate the contracts. | ||||||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | Note 6. Commitments and Contingencies | NOTE 12 - COMMITMENTS AND CONTINGENCIES |
Legal Proceedings | In January 2013, the Company signed a shipbuilding contract for the construction of four Ice Class 1A panamax vessels at $32,600,000 each, at which time deposits of $6,520,000 were placed for each of the first two vessels, which are expected to be delivered in the fourth quarter of 2014 and the first quarter of 2015. In February 2013 the Company placed a deposit of $6,520,000 on the third vessel, which is expected to be delivered in the first quarter of 2015. In June 2013, the Company placed a deposit of $6,520,000 on the fourth vessel, which is expected to be delivered in the first quarter of 2016. The second installments of 10% of the purchase price become due and payable upon keel-laying of the vessel. The third installments of 10% are due and payable upon launching of the vessels and the balance is due upon delivery of the vessels. The Company expects to finance these payments with commercial financing. | |
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. | ||
In December 2013, the Company entered into shipbuilding contracts for the construction of two ultramax vessels for $28,950,000 each, at which time deposits of $2,895,000 were placed by two wholly-owned subsidiaries of the newly formed Nordic Bulk Ventures Holding Company Ltd. (“BVH”). The second installments of 5% are due and payable on December 2, 2014. The third installments of 5% are due and payable upon keel laying of the vessels. The fourth installments of 10% are due and payable upon launching of the vessels and the balance is due upon delivery of the vessels. The Company expects to finance these payments with commercial financing. | ||
In November 2013, the Company signed memoranda of agreements to purchase the m/v Nordic Bothnia (“Bothnia”) and the m/v Nordic Barents (“Barents”) for a total of $15,000,000. Deposits of $750,000 were made for each vessel, and the balance of $13,500,000 was paid on delivery. In conjunction with the purchase, NBC 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 vessels from the seller. The Bothnia was delivered to the Company on January 23, 2014 and the Barents was delivered to the Company on March 7, 2014. | ||
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. | ||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||
Related Party Transactions Disclosure [Text Block] | Note 7. Related Party Transactions | NOTE 8 - RELATED PARTY TRANSACTIONS | ||||||||||||||||||||||||
December 31, | September 30, | Amounts and notes payable to related parties consist of the following: | ||||||||||||||||||||||||
2013 | Activity | 2014 | ||||||||||||||||||||||||
Included in accounts payable and accrued expenses | (unaudited) | December 31, | December 31, | |||||||||||||||||||||||
on the consolidated balance sheets: | 2012 | Activity | 2013 | |||||||||||||||||||||||
To Founders | $ | 203,050 | $ | -203,050 | $ | - | Included in accounts payable and accrued expenses on the consolidated balance sheets: | |||||||||||||||||||
$ | 203,050 | $ | -203,050 | $ | - | To Founders | $ | 203,050 | $ | - | $ | 203,050 | ||||||||||||||
Affiliated companies (trade payables) | 91,284 | -91,284 | - | |||||||||||||||||||||||
Included in current related party debt on the consolidated balance sheets: | $ | 294,334 | $ | -91,284 | $ | 203,050 | ||||||||||||||||||||
Loan payable – 2011 Founders Note | $ | 4,325,000 | - | $ | 4,325,000 | |||||||||||||||||||||
Interest payable – 2011 Founders Note | 296,248 | -54,507 | i. | 241,741 | Included in current related party debt on the consolidated balance sheets: | |||||||||||||||||||||
Loan payable – BVH shareholder (STST) | 2,995,000 | - | 2,995,000 | Loan payable – STST (m/v Orion) | $ | 6,250,000 | -6,250,000 | I | $ | - | ||||||||||||||||
Loan payable to NBHC shareholder (STST) | - | 19,405,000 | ii. | 19,405,000 | Loan payable – STST (m/v Odyssey) | 6,250,000 | -6,250,000 | i | - | |||||||||||||||||
Loan payable to NBHC shareholder (ASO2020) | - | 19,404,972 | ii. | 19,404,972 | Loan payable – 2011 Founders Note | 4,325,000 | - | 4,325,000 | ||||||||||||||||||
$ | 7,616,248 | $ | 38,755,465 | $ | 46,371,713 | Interest payable in-kind – 2011 Founders Note | 341,916 | -45,668 | ii | 296,248 | ||||||||||||||||
Loan payable – 2012 Founders Note | 3,000,000 | -3,000,000 | iii | - | ||||||||||||||||||||||
Included in related party long-term debt on the consolidated balance sheets: | Interest payable in-kind – 2012 Founders Note | 228,407 | -228,407 | ii | - | |||||||||||||||||||||
Loan payable – BVH shareholder (STST) | - | 2,995,000 | iv | 2,995,000 | ||||||||||||||||||||||
Loan payable to NBHC shareholder (STST) | $ | 17,030,000 | $ | -17,030,000 | iii. | $ | - | Total current related party debt | $ | 20,395,323 | -12,779,075 | $ | 7,616,248 | |||||||||||||
Loan payable to NBHC shareholder (ASO2020) | 17,029,972 | -17,029,972 | iii. | - | ||||||||||||||||||||||
Less unamortized discount | -16,756,054 | 16,756,054 | iv. | - | Included in related party long-term debt on the consolidated balance sheets: | |||||||||||||||||||||
Total related party long-term debt | $ | 17,303,918 | $ | -17,303,918 | $ | - | Loan payable to NBHC shareholder (STST) | $ | - | 17,030,000 | i, v | $ | 17,030,000 | |||||||||||||
Loan payable to NBHC shareholder (ASO2020) | - | 17,029,972 | v, vi | 17,029,972 | ||||||||||||||||||||||
Less unamortized discount | - | -16,756,054 | v | -16,756,054 | ||||||||||||||||||||||
i. | Paid in cash | Total related party long-term debt | $ | - | 17,303,918 | $ | 17,303,918 | |||||||||||||||||||
ii. | Loans payable to NBHC shareholders STST and ASO2020, including additional borrowing on May 28, 2014. On April 1, 2014, the loans were amended to remove the maturity date and have therefore been reclassified as current. | |||||||||||||||||||||||||
i. | Loans payable to STST were converted to long-term debt in conjunction with the restructuring of Odyssey and Orion in 2013 (see Note 1). In 2013, STST provided an additional $4,530,000 (to NBHC) for a total of $17,030,000, which is payable in January 2023. | |||||||||||||||||||||||||
iii. | Balance at December 31, 2013 has been reclassified as current | ii. | Paid in cash | |||||||||||||||||||||||
iv. | Unamortized discount at December 31, 2013 was reduced by imputed interest of $322,946 which was recorded for the three months ended March 31, 2014, prior to the amendment of the loan. The net unamortized discount on April 1, 2014 of $16,433,109 has been recorded as a reduction of noncontrolling interest due to the debt modification. | iii. | Paid through issuance of convertible redeemable preferred stock | |||||||||||||||||||||||
iv. | BVH shareholder contribution of $5,000 and loan of $2,995,000 entered into for purposes of providing cash deposit on ultramax newbuildings. | |||||||||||||||||||||||||
BVH entered into an agreement for the construction of two new ultramax newbuildings in 2013. STST provided a loan of $2,995,000 to make deposits on the contracts. The loan is payable on demand and does not bear interest. | v. | Non-interest bearing loans payable by NBHC to shareholders STST and ASO2020. Discount on loan payable is being amortized over the term of the loans, which are due January 2023. | ||||||||||||||||||||||||
vi. | ASO 2020 Maritime S.A. ("ASO2020") | |||||||||||||||||||||||||
In connection with the acquisition of m/v Nordic Orion and m/v Nordic Odyssey in 2012, STST provided two $8,050,000 subordinated notes (one designated for each vessel) which were payable on demand and do not bear interest. During the year ended December 31, 2012, aggregate repayments of $3,600,000 were made against these notes. The Company restructured its existing related party loans payable to STST at December 31, 2012 to modify the repayment date to January 9, 2023, which was accounted for as a modification under ASC 470-50. In January 2013, the Company entered into a Share Transfer Restructuring Agreement through which the shareholders of Odyssey and Orion transferred their shares of those entities and their zero interest subordinated shareholder loans to these entities, to NBHC in exchange for the shares of NBHC. | ||||||||||||||||||||||||||
In connection with the acquisition of m/v Bulk Orion and m/v Bulk Odyssey in 2012, STST provided two $8,050,000 subordinated notes (one designated for each vessel) which were payable on demand and do not bear interest. During the year ended December 31, 2012, aggregate repayments of $3,600,000 were made against these notes. | ||||||||||||||||||||||||||
Also during 2013, NBHC entered into contracts to purchase four Ice-Class 1A newbuildings and paid deposits of $26,100,000. STST provided an additional $4,530,000, thereby increasing its loan to $17,030,000. The newest shareholder, ASO2020, also provided $17,030,000 in loans and acquired one-third of the common stock of NBHC for approximately $13,000. On April 1, 2014, the loans were amended to remove the maturity date. The unamortized discount at April 1, 2014 of $16,433,108 has been recorded as a reduction to noncontrolling interest because the original discount was recorded as an increase in noncontrolling interest. On May 28, 2014, each of the shareholders provided additional loans of $1,187,500 to finance the second installment on the first vessel delivery. On August 7, 2014, each of the shareholders provided additional loans of $1,187,500 to finance the third installment on the first vessel delivery. These loans are also payable on demand and do not bear interest. | ||||||||||||||||||||||||||
The Company restructured its existing related party loans payable to STST at December 31, 2012 to modify the repayment date to January 9, 2023, which was accounted for as a modification under ASC 470-50. | ||||||||||||||||||||||||||
On October 1, 2011, the Company entered into a $10,000,000 loan agreement with the Founders, which was payable on demand at the request of the lenders (the 2011 Founders Note). The note bears interest at a rate of 5%. On January 1, 2012 the Company issued 5,675 shares of convertible redeemable preferred stock to the Founders, representing a partial repayment of the note, the balance of which was $4,325,000 at September 30, 2014 and December 31, 2013. | ||||||||||||||||||||||||||
In January 2013, the Company entered into a Share Transfer Restructuring Agreement through which the shareholders of Odyssey and Orion transferred their shares of those entities and their zero interest subordinated shareholder loans to these entities, to NBHC in exchange for the shares of NBHC. | ||||||||||||||||||||||||||
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 all of the Company’s owned vessels. During the three-month periods ended September 30, 2014 and 2013, the Company incurred technical management fees of approximately $620,000 and $430,000, respectively under this arrangement. During the nine-month periods ended September 30, 2014 and 2013, the Company incurred technical management fees of approximately $1,759,000 and $1,312,000, respectively under this arrangement. These fees are included in vessel operating expenses in the consolidated statements of income. | ||||||||||||||||||||||||||
Also during 2013, NBHC entered into contracts to purchase four 1A ice-class newbuildings and paid deposits of $26,100,000. ST Shipping provided an additional $4,530,000, thereby increasing its loan to $17,030,000. The newest shareholder, ASO2020, also provided $17,030,000 in loans and acquired one-third of the common stock of NBHC for approximately $13,000. These loans are payable on January 9, 2023 and do not bear interest. Accordingly, the loans are carried at the present value of the future cash flows utilizing an imputed interest rate of 7.5% (which was determined by reference to rates of comparable companies on similar subordinated debt instruments). The discount of $17,873,285 is being amortized over the term of the loan using the interest method. The amortization of the discount was $1,117,231 for the year ended December 31, 2013. The excess of cash received over the present value of the loans was recorded as an increase to non-controlling interest. | ||||||||||||||||||||||||||
BVH entered into an agreement for the construction of two new ultramax newbuildings in 2013. ST Shipping provided a loan of $2,995,000 to make deposits on the contracts. The loan is payable on demand and does not bear interest. | ||||||||||||||||||||||||||
During the year ended December 31, 2012, in connection with the acquisition of the m/v Bulk Orion and m/v Bulk Odyssey, bridge financing of $32,000,000 was provided by ST Shipping, a shareholder of Bulk Orion and Bulk Odyssey. This three month bridge loan bore interest at a floating rate of LIBOR plus 7%. The loan and the related accrued interest were repaid in full during the year ended December 31, 2012. | ||||||||||||||||||||||||||
On October 1, 2011, the Company entered into a $10,000,000 loan agreement with the Founders, which was payable on demand at the request of the lenders (the 2011 Founders Note). The note bears interest at a rate of 5%. On January 1, 2012 the Company issued 5,675 shares of convertible redeemable preferred stock to the Founders, representing a partial repayment of the note (see Note 11), the balance of which was $4,325,000 at December 31, 2013 and 2012. | ||||||||||||||||||||||||||
On April 16, 2012, the Founders loaned the Company $11,057,500 (the 2012 Founders Note) under the same terms as the 2011 Founders Note in order for the Company to invest in Bulk Orion and Bulk Odyssey. During the year ended December 31, 2012 the Company repaid $8,057,500 of principal on this note. The remainder of the loan was repaid in 2013 through issuance of convertible redeemable preferred stock (see Note 11). | ||||||||||||||||||||||||||
In April 2012 the Company entered into a short term loan agreement with an affiliate for $2,500,000. This loan was repaid in September 2012 along with interest of $58,562. On June 15, 2011, the Company entered into a loan agreement with an affiliate for $5,000,000. This loan bore interest at a rate of 8% and was repaid in October 2011, with the exception of the related accrued interest which was paid during the year ended December 31, 2012. | ||||||||||||||||||||||||||
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 all of the Company’s owned vessels. During the years ended December 31, 2013 and 2012, the Company incurred technical management fees of $1,864,000 and $1,201,000 under this arrangement, which is included in vessel operating expenses in the consolidated statements of income. | ||||||||||||||||||||||||||
Loss_Per_Common_Share
Loss Per Common Share | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||
Earnings Per Share [Text Block] | Note 8. Loss Per Common Share | NOTE 3 - EARNINGS PER SHARE | |||||||||||||||||||||
For the three months ended September 30, | For the nine months ended September 30, | The Company has one participating security (the convertible redeemable preferred stock) and has no other potentially dilutive securities. For both 2013 and 2012 the diluted EPS reflects the two-class method, as it is more dilutive than the if-converted method. The computations of basic earnings per common share and diluted earnings per common share for 2013 and 2012 are as follows: | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Numerator: | (unaudited) | (unaudited) | (unaudited) | (unaudited) | Year Ended December 31, | ||||||||||||||||||
Net (loss) income attributable to Pangaea | 2013 | 2012 | |||||||||||||||||||||
Logistics Solutions Ltd. | $ | -2,909,607 | $ | 5,869,400 | $ | 4,913,603 | $ | 10,515,682 | |||||||||||||||
Less: dividends declared on convertible | Numerator: | ||||||||||||||||||||||
redeemable preferred stock | -2,739,068 | -2,941,600 | -6,303,748 | -5,769,050 | Net Income attributable to Bulk Partners (Bermuda) Ltd. | $ | 15,452,369 | $ | 13,853,879 | ||||||||||||||
Less: beneficial conversion | - | -2,386,745 | - | -5,748,464 | Less: dividends declared on convertible redeemable preferred stock | -6,288,456 | -4,187,985 | ||||||||||||||||
Less: settlement of accrued dividends | - | - | - | -45,843 | Less: modification of conversion price | - | -1,372,149 | ||||||||||||||||
Less: settlement of notes | - | - | - | -324,484 | Less: beneficial conversion | -8,959,421 | (i) | -4,584,271 | |||||||||||||||
Less: fair value adjustment | - | -2,395,255 | - | -5,409,840 | Less: settlement of accrued dividends | -45,843 | -1,185,050 | ||||||||||||||||
Total loss allocated to common stock | $ | -5,648,675 | $ | -1,854,200 | $ | -1,390,145 | $ | -6,781,999 | Less: settlement of notes | -1,429,217 | - | ||||||||||||
Less: fair value adjustment | -7,517,915 | -5,211,325 | |||||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted-average number of shares of | 87,329 | 87,329 | 87,329 | 87,329 | Total earnings allocated to common stock | $ | -8,788,483 | $ | -2,686,901 | ||||||||||||||
common stock outstanding | Denominator: | ||||||||||||||||||||||
Weighted-average number of shares of common stock outstanding | 87,329 | 87,329 | |||||||||||||||||||||
Basic EPS - common stock | $ | -64.68 | $ | -7.77 | $ | -15.92 | $ | -63.3 | |||||||||||||||
Diluted EPS - common stock | $ | -64.68 | $ | -7.77 | $ | -15.92 | $ | -63.3 | Basic and Diluted EPS - common stock | $ | -100.64 | $ | -30.77 | ||||||||||
(i) The fair value of the beneficial conversion adjustment to net income during the nine months ended September 30, 2013 for purposes of calculating EPS is $5,748,464. However, retained earnings was reduced by $3,823,325 | (i) | The fair value of the beneficial conversion adjustment to net income for purposes of calculating EPS is $8,959,421. However retained earnings was reduced by $4,927,423, with the remaining amount recorded as a reduction in APIC. | |||||||||||||||||||||
Subsequent_Events_and_Reverse_
Subsequent Events and Reverse Merger | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Event, Pro Forma Business Combinations or Disposals [Text Block] | Note 9. Subsequent Events and Reverse Merger |
The Company evaluated subsequent events or transactions through November 14, 2014, which is the date these financial statements were issued. | |
The Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of April 30, 2014, with Quartet Holdco Ltd., now known as Pangaea Logistics Solutions, Ltd. (the “Registrant”), Quartet Merger Corp. (“Quartet”), Quartet Merger Sub Ltd. (“Merger Sub”), and the security holders of the Company (“Signing Holders”). The Mergers (as defined below) was consummated on October 1, 2014 pursuant to the Merger Agreement, where (i) Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of the Registrant (the “Transaction Merger”) and (ii) Quartet merging with and into the Registrant, with the Registrant surviving as the publicly-traded entity (the “Redomestication Merger” together with the Transaction Merger, the “Mergers”). In the transaction merger, holders of 8,840,014 shares of Quartet common stock sold in its initial public offering (“public shares”) exercised their rights to convert those shares to cash at a conversion price of approximately $10.20 per share, or an aggregate of approximately $90,139,132. As a result of the number of public shares converted into cash, the Quartet initial stockholders forfeited 1,739,062 shares (the “Forfeited Shares”) of Quartet common stock immediately prior to the Closing. Upon the Closing, the former security holders of Quartet were issued an aggregate of 3,130,861 common shares of the Registrant, including 1,026,812 common shares of the Registrant issued in exchange for Quartet’s then outstanding rights. Per the terms of the convertible redeemable preferred stock of the Company, upon the Closing, 105,670 convertible redeemable preferred shares were converted into 115,352 common shares of the Company. The Signing Holders received 29,411,765 shares of the Registrant in exchange for their the Company securities and an additional 1,739,062 Forfeited Shares, or 31,150,827 shares in aggregate. Further, in connection with the mergers, Quartet entered into agreements with certain third parties pursuant to which such parties agreed to accept payment for certain amounts owed to them in shares of the Registrant, resulting in the issuance of an aggregate of 291,953 common shares. Additionally, 420,000 unit purchase options of Quartet were converted into 123,356 common shares of the Registrant. These shares of 415,309 in total, are denoted as “Advisors to the Mergers” shares below. As a result of the mergers, as of November 14, 2014 there are 34,696,997 common shares of the Registrant issued and outstanding where the Signing Holders own approximately 89.8% of the Registrant shares, the Quartet stockholders own approximately 9.0% of the Registrant shares, and the Advisors to the Mergers own approximately 1.2% of the Registrant shares. | |
In November, 2014, Bulkinvest, Ltd., an entity owned by the Company’s founders, agreed to lend the Company an aggregate of $5.0 million. The note, which bears interest of 5% per annum, is due on January 1, 2016. | |
NATURE_OF_ORGANIZATION
NATURE OF ORGANIZATION | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of Operations [Text Block] | NOTE 1 - NATURE OF ORGANIZATION | ||
The Company was incorporated under the laws of Bermuda on June 17, 2008, by three individuals who are collectively referred to as the Founders. The Company was formed to pursue opportunities in the international dry bulk shipping trade. | |||
The consolidated financial statements include the operations of Bulk Partners (Bermuda) Ltd. and its wholly-owned subsidiaries (collectively referred to as “the Company”), as well as other entities consolidated pursuant to Accounting Standards Codification (“ASC”) 810, Consolidation. A summary of the Company’s consolidation policy is provided in Note 2. A summary of the Company’s variable interest entities is provided at Note 4. At December 31, 2013 and 2012, entities that are consolidated pursuant to ASC 810-10 include the following wholly-owned subsidiaries: | |||
⋅ | Phoenix Bulk Carriers (BVI) Limited (“PBC”) – a corporation that was duly organized under the laws of the British Virgin Islands. The primary purpose of this corporation is to manage and operate ocean-going vessels. | ||
⋅ | Phoenix Bulk Management Bermuda Limited (“PBM”) – a corporation that was duly organized under the laws of Bermuda. Certain of the administrative management functions of PBC have been assigned to PBM. | ||
⋅ | Americas Bulk Transport (BVI) Limited – a corporation that was duly organized under the laws of the British Virgin Islands. The primary purpose of this corporation is to charter ships. | ||
⋅ | Bulk Ocean Shipping (Bermuda) Ltd. – a corporation that was duly organized under the laws of Bermuda. The primary purpose of this corporation is to manage the fuel procurement of the chartered vessels. | ||
⋅ | Phoenix Bulk Carriers (US) LLC – a corporation that duly organized under the laws of Delaware. The primary purpose of this corporation is to act as the U.S. administrative agent for the Company. | ||
⋅ | Allseas Logistics Bermuda Ltd. – a corporation that was duly organized under the laws of Bermuda. The primary purpose of this corporation is the Treasury Agent for the group of Companies. | ||
⋅ | Bulk Pangaea Limited (“Bulk Pangaea”) – a corporation that was duly organized under the laws of Bermuda. Bulk Pangaea was established in September 2009 for the purpose of acquiring the motor vessel (“m/v”) Bulk Pangaea. | ||
⋅ | Bulk Discovery (Bermuda) Ltd. (“Bulk Discovery”) – a corporation that was duly organized under the laws of Bermuda. Bulk Discovery was established in February 2011 for the purpose of acquiring the m/v Bulk Discovery. | ||
⋅ | Bulk Cajun Bermuda Ltd. (“Bulk Cajun”) – a corporation that was duly organized under the laws of Bermuda. Bulk Cajun was established in May 2011 for the purpose of acquiring the m/v Bulk Cajun. The Company sold 10% of Bulk Cajun to a third party during 2013. | ||
⋅ | Bulk Patriot Ltd. (“Bulk Patriot”) – a corporation that was duly organized under the laws of Bermuda. Bulk Patriot was established in September 2011 for the purpose of acquiring the m/v Bulk Patriot. | ||
⋅ | Bulk Juliana Ltd. (“Bulk Juliana”) – a corporation that was duly organized under the laws of Bermuda. Bulk Juliana was established in March 2012 for the purpose of acquiring the m/v Bulk Juliana. | ||
⋅ | Bulk Trident Ltd. (“Bulk Trident”) – a corporation that was duly organized under the laws of Bermuda. Bulk Trident was established in August 2012 for the purpose of acquiring the m/v Bulk Trident. | ||
⋅ | Bulk Atlantic Ltd. (“Bulk Beothuk”) – a corporation that was duly organized under the laws of Bermuda. Bulk Atlantic was established in February 2013 for the purpose of acquiring the m/v Bulk Beothuk. | ||
⋅ | Bulk Providence Ltd. (“Bulk Providence”) – a corporation that was duly organized under the laws of Bermuda. Bulk Providence was established in May 2013 for the purpose of acquiring the m/v Bulk Providence. | ||
⋅ | Bulk Liberty Ltd. (“Bulk Liberty”) – a corporation that was duly organized under the laws of Bermuda. Bulk Liberty was established in April 2013 for the purpose of acquiring the m/v Bulk Liberty. | ||
⋅ | Bulk Phoenix Ltd. (“Bulk Phoenix”) – a corporation that was duly organized under the laws of Bermuda. Bulk Phoenix was established in July 2013 for the purpose of acquiring the m/v Bulk Newport. | ||
⋅ | Nordic Bulk Barents Ltd. (“Bulk Barents”) – a corporation that was duly organized under the laws of Bermuda. Bulk Barents was established in November 2013 for the purpose of acquiring the m/v Nordic Bulk Barents. | ||
⋅ | Nordic Bulk Bothnia Ltd. (“Bulk Bothnia”) – a corporation that was duly organized under the laws of Bermuda. Bulk Bothnia was established in November 2013 for the purpose of acquiring the m/v Nordic Bulk Bothnia. | ||
At December 31, 2013 and 2012, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following: | |||
⋅ | Nordic Bulk Holding ApS (“NBH”) – a corporation that was duly organized in March 2009 under the laws of Denmark. The primary purpose of this corporation is to manage and operate vessels through its wholly owned subsidiary Nordic Bulk Carriers AS (“NBC”). NBC specializes in ice trading, as well as the carriage of a wide range of commodities, including cement clinker, steel scrap, fertilizers, and grains. The Company has a 51% ownership interest in NBH at December 31, 2013 and 2012. The accompanying consolidated financial statements include the operations of NBH for the years ended December 31, 2013 and 2012. | ||
⋅ | 109 Long Wharf LLC (“Long Wharf”) – a corporation that was duly organized under the laws of Delaware for the objective and purpose of holding real estate located in Newport, Rhode Island. Long Wharf is owned by two of the Company’s Founders and is heavily dependent on the Company to fund its operations; as such, the Company has consolidated 100% of Long Wharf for the years ended December 31, 2013 and 2012. | ||
⋅ | Bulk Nordic Odyssey Ltd. (“Odyssey”) and Bulk Nordic Orion Ltd. (“Orion”) - corporations that were duly organized under the laws of Bermuda. Odyssey and Orion were established in March 2012, for the purpose of acquiring the m/v Bulk Nordic Odyssey and the m/v Bulk Nordic Orion. At December 31, 2012 the Company had a 50% ownership interest in each, Odyssey and Orion, the remainder of which is owned by a third-party. The operating results of Odyssey and Orion are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated these entities for the year ended December 31, 2012. In January 2013, the Company entered into a share transfer restructuring agreement and the Odyssey and Orion were transferred to Nordic Bulk Holding Company Ltd. | ||
⋅ | Nordic Bulk Holding Company Ltd. (“NBHC”) - a corporation that was duly organized under the laws of Bermuda. NBHC was established in October 2012, together with a third-party, for the purpose of owning Odyssey and Orion and to invest in additional vessels, through its wholly-owned subsidiaries. In January 2013, the Company entered into a share transfer restructuring agreement (“the January 2013 transaction”), through which the shareholders of Odyssey and Orion transferred their share of those entities and their zero-interest subordinated shareholder loans to the entities, to NBHC in exchange for the shares of NBHC. The Company also entered into a subscription agreement which authorized the issuance of additional shares to be subscribed by a third party. As a result, at December 31, 2013 the Company had one-third ownership interest in NBHC, the remainder of which is owned by third-parties. The operating results of NBHC are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated NBHC for the year ended December 31, 2013. | ||
⋅ | Nordic Bulk Ventures Holding Company Ltd. (“BVH”) – a corporation that was duly organized under the laws of Bermuda. BVH was established in August 2013, together with a third-party, for the purpose of owning Bulk Nordic Five Ltd. (“Five”) and Bulk Nordic Six Ltd. (“Six”). Five and Six are corporations that were duly organized under the laws of Bermuda in November 2013 for the purpose of owning new ultramax newbuildings to be delivered in 2016. At December 31, 2013 the Company had a 50% ownership interest in BVH, the remainder of which is owned by a third-party. The operating results of BVH are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated BVH for the year ended December 31, 2013. | ||
⋅ | SeaRoll Navigation S.A. (SeaRoll) –was established in April 2010 for the purpose of acquiring the m/v Bulk Trader. The Company had a 65% ownership interest in SeaRoll. During the year ended December 31, 2011, SeaRoll sold the m/v Bulk Trader for a $1,064,000 loss. SeaRoll was liquidated during the year ended December 31, 2012. The Company’s financial results for 2012 include a gain of $511,000 following the liquidation of this entity as the Company received more than the carrying value of the investment. The gain is recorded within other income in the accompanying consolidated statements of income. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Accounting Policies [Abstract] | |||||||||||
Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
This summary of significant accounting policies of the Company and its subsidiaries is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the preparation of the consolidated financial statements. | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the establishment of the allowance for doubtful accounts, the fair value of convertible redeemable preferred stock, the discount on interest free loans and the estimate of salvage value used in determining vessel depreciation expense. | |||||||||||
Consolidation | |||||||||||
The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests. | |||||||||||
Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. As previously indicated, certain of the entities within the Company’s consolidated financial statements are heavily dependent on financing and operating activities with and among affiliates and/or related parties. Accordingly, as part of the Company’s consolidation process, intercompany transactions are eliminated in the consolidated financial statements. | |||||||||||
Business Combination | |||||||||||
Prior to the January 2013 transaction, Odyssey and Orion were owned 50% by the Company and 50% by ST Shipping and Transport Ltd. (“STST”). These shareholders transferred their shares in Odyssey and Orion to NBHC in connection with the January 2013 transaction. On the same date, the net assets of Odyssey and Orion were transferred to NBHC. In accordance with ASC 805-50, this transaction was considered a combination between entities under common control; therefore, the net assets of Odyssey and Orion were transferred at their carrying values. | |||||||||||
Revenue Recognition | |||||||||||
Voyage revenues represent revenues earned by the Company, principally from voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port-to-discharge port basis, subject to various cargo handling terms. Under a voyage charter, the revenues are earned and recognized ratably over the duration of the voyage. Estimated losses under a voyage charter are provided for in full at the time such losses become probable. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise, and is also earned and recognized ratably over the duration of the voyage to which it pertains. Voyage revenue recognized is presented net of address commissions. | |||||||||||
Charter revenues relate to a time charter arrangement under which the vessel owner is paid charter hire 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, as the vessel operates under the charter. | |||||||||||
Deferred Revenue | |||||||||||
Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue. Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within 12 months of the balance sheet date. | |||||||||||
Voyage Expenses | |||||||||||
The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations, which are expensed as incurred. | |||||||||||
Charter Expenses | |||||||||||
The Company relies on a combination of owned and chartered-in vessels to support its operations. The Company hires vessels under time charters, and recognizes the charter hire payments as 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. | |||||||||||
Vessel Operating Expenses | |||||||||||
Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. The Company entered into technical management agreements for each of its owned vessels with an equity method investee. 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. | |||||||||||
Concentrations of Credit Risk | |||||||||||
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. Credit risk with respect to trade accounts receivable is limited due to the long-standing relationships with significant customers, and their relative financial stability. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Derivative instruments are recorded at fair value. The Company does not believe that significant concentration of credit risk exists with respect to these derivative instruments due to the fact that the resulting assets and liabilities are not material to the financial statements. The Company does not have any off-balance sheet credit exposure related to its customers. | |||||||||||
At December 31, 2013, there were three customers that accounted for 49% of the Company’s trade accounts receivable. At December 31, 2012, three customers accounted for 38% of the Company’s trade accounts receivable. | |||||||||||
At December 31, 2013 customers in each of the following countries accounted for at least 10% of the Company’s accounts receivable; the United States (27%) and Switzerland (11%). At December 31, 2012, customers in each of the following countries accounted for at least 10% of the Company’s accounts receivable; the United States (32%), Canada (15%), and Brazil (14%). | |||||||||||
For the year ended December 31, 2013 customers in each of the following countries accounted for at least 10% of total revenue; the United States (27%), Switzerland (11%), and Canada (10%). For the year ended December 31, 2012, revenue from customers in each of the following countries accounted for at least 10% of total revenue; the United States (21%), Switzerland (17%), Belgium (10%), and Germany (10%). | |||||||||||
For the years ended December 31, 2013 and December 31, 2012, revenue from no single customer accounted for at least 10% of total revenue. | |||||||||||
Cash and Cash Equivalents | |||||||||||
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. At December 31, cash and cash equivalents by type were as follows: | |||||||||||
2013 | 2012 | ||||||||||
Money market accounts – cash equivalents | $ | 17,622,598 | $ | 16,936,013 | |||||||
Cash (1) | 1,305,329 | 2,759,662 | |||||||||
Total | $ | 18,927,927 | $ | 19,695,675 | |||||||
(1) Consists of cash deposits at various major banks. | |||||||||||
Restricted Cash | |||||||||||
Restricted cash at December 31, 2013 consists of cash held by a facility agent as required by the Bulk Atlantic Secured Note. | |||||||||||
Restricted cash at December 31, 2012 consists entirely of cash held by a facility agent to cure a short fall in the Collateral Maintenance Ratio as defined in the Bulk Patriot secured term loan facility. In April 2013, the funds were returned to the Company as the Company was no longer in breach of the Collateral Maintenance Ratio. | |||||||||||
Allowance for Doubtful Accounts | |||||||||||
The Company provides a specific reserve for significant outstanding accounts that are considered potentially uncollectible in whole or in part. In addition, the Company’s policy based on experience is to establish a reserve equal to approximately 25% of accounts receivable balances that are 30-180 days past due and approximately 50% of accounts receivable balances that are 180 or more days past due, and which are not otherwise reserved. The reserve estimates are adjusted as additional information becomes available, or as payments are made. At December 31, 2013 and 2012, the Company has provided an allowance for doubtful accounts of $1,662,593 and $1,351,590 respectively, for amounts that are not expected to be fully collected. The provision for doubtful accounts was $652,318 in 2013 and $851,590 in 2012. In 2013, the Company wrote off $341,316 that was previously included in the allowance and $19,421 directly to the provision, because these amounts were determined to be uncollectible. No account balances were written off or reduced in 2012. | |||||||||||
Bunker Inventory | |||||||||||
Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel. Inventory is measured at the lower of cost under the first-in, first-out method or net realizable value. | |||||||||||
Advanced Hire, Prepaid Expenses and Other Current Assets | |||||||||||
Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date. Hire is typically paid in advance for the following fifteen days, but intervals vary by time-charter party. Prepaid expenses include advance funding to the technical manager for vessel operating expenses, lubricating oils and stores kept on board owned vessels, voyage expenses paid in advance. Other assets include deposits held by counterparties to various derivative instruments and the fair value of derivative instruments when it exceeds the settlement price of the instrument. | |||||||||||
At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: | |||||||||||
2013 | 2012 | ||||||||||
Advance hire | $ | 8,788,882 | $ | 7,128,846 | |||||||
Prepaid expenses | 514,169 | 1,149,729 | |||||||||
Other current assets | 3,441,074 | 1,495,849 | |||||||||
Total | $ | 12,744,125 | $ | 9,774,424 | |||||||
Vessels and Depreciation | |||||||||||
Vessels are stated at cost, which includes contract price and acquisition costs. Significant betterments to vessels are capitalized; maintenance and repairs that do not improve or extend the lives of the vessels are expensed as incurred. Depreciation is provided using the straight-line method over the remaining estimated useful lives of the vessels (excluding the time a vessel in is dry dock), based on cost less salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of $375 per ton, which was determined by reference to quoted rates and is reviewed annually. The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of the current fleet are 3 - 24 years. The Company does not incur depreciation expense when vessels are taken out of service for dry docking. | |||||||||||
Dry Docking Expenses and Amortization | |||||||||||
Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the five year period until the next dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale. | |||||||||||
Long-lived Assets Impairment Considerations | |||||||||||
The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new vessels. Historically, both charter rates and vessel values tend to be cyclical. The carrying amounts of vessels held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the vessel and its eventual disposition is less than the vessel’s carrying amount. This 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 classification. At December 31, 2013, the Company identified a potential impairment indicator by reference to industry-wide estimated market values of all vessels in the size range and age. As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. At December 31, 2013, the estimated undiscounted future cash flows exceeded the carrying amount of the asset groups in the consolidated balance sheets and therefore, the Company did not recognize a charge to impairment. The Company did not identify any potential impairment indicators with regard to its long lived assets during the year ended December 31, 2012. | |||||||||||
The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include: the Company’s estimate of future TCE rates based on current rates under existing charters and contracts, and an index of TCE rates applicable to the size of the ship, when available. The Company applies a multiple to account for expected growth or decline in TCE rates due to market conditions for periods beyond those for which an index rate is available. Projected net operating cash flows are net of brokerage and address commissions and exclude revenue on scheduled off-hire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. | |||||||||||
Deferred Financing Costs, Bank Fees and Amortization | |||||||||||
Qualifying expenses associated with commercial financing are capitalized and are amortized over the terms of the respective financing arrangement using the effective interest method, generally ranging from four to six years. | |||||||||||
In connection with the Company’s four secured term loans obtained in 2013, the Company capitalized financing costs of approximately $654,000. In connection with the Senior Secured Post-Delivery Term Loan Facility executed in 2013, the Company capitalized an additional $238,000. | |||||||||||
In connection with the Company’s four secured term loans obtained in 2012, the Company capitalized financing costs of approximately $30,000 in 2013 and $508,000 in 2012. | |||||||||||
Amortization of the deferred financing costs is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Deferred financing costs | $ | 2,393,517 | $ | 1,470,868 | |||||||
Less accumulated amortization | -1,050,808 | -565,124 | |||||||||
Net deferred financing costs | 1,342,709 | 905,744 | |||||||||
Amortization of deferred financing costs | $ | 485,684 | $ | 289,246 | |||||||
Fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets. | |||||||||||
In connection with the Company’s four secured term loans obtained in 2013, the Company paid bank fees of approximately $577,000. In connection with the Senior Secured Post-Delivery Term Loan Facility executed in 2013, the Company paid an additional $199,000. In connection with the Company’s four secured term loans obtained in 2012, the Company paid bank fees of $949,000. | |||||||||||
Amortization of the bank fees is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Bank fees paid to financial institutions | $ | 2,316,750 | $ | 1,540,700 | |||||||
Less: accumulated amortization | -925,591 | -461,346 | |||||||||
Unamortized bank fees | 1,391,159 | 1,079,354 | |||||||||
Amortization included in interest expense | $ | 464,245 | $ | 302,979 | |||||||
Accounts Payable and Accrued Expenses | |||||||||||
The components of accounts payable and accrued expenses are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Accounts payable | $ | 39,201,642 | $ | 20,529,469 | |||||||
Accrued voyage expenses | 3,839,531 | 4,484,588 | |||||||||
Accrued interest | 716,575 | 570,073 | |||||||||
Other accrued liabilities | 1,123,640 | 2,369,633 | |||||||||
Total | $ | 44,881,388 | $ | 27,953,763 | |||||||
Taxation | |||||||||||
The Company is not subject to corporate income taxes on its profits in Bermuda because Bermuda does not impose an income tax. | |||||||||||
NBC, an affiliated company consolidated pursuant to ASC 810-10, is subject to a Danish tonnage tax. NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not determined based on taxable income, BC’s tax expense of approximately $263,000 and $241,000 is included within voyage expenses in the accompanying consolidated statements of operations as of December 31, 2013 and 2012, respectively. | |||||||||||
The Company currently is exempt from taxation on its U.S. source shipping income under Section 883 of the United States Internal Revenue Code of 1986, or the Code (the Code) or the related Treasury regulations. The Company will continue to qualify for this exemption so long as, for more than half of the days in its taxable year, it is a controlled foreign corporation, as defined in the Code, and more than 50 percent of the total value of its stock is owned by U.S. shareholders. To the extent the Company is unable to qualify for exemption from tax under Section 883, and the U.S. source shipping income is considered to be effectively connected with the conduct of a U.S. trade or business, as defined in the Code, the Company will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to a U.S. federal corporate income tax of up to 35% and a 30% branch profits tax. The Company believes that none of its U.S. source shipping income will be effectively connected with the conduct of a U.S. trade or business. Since earnings from shipping operations of the Company are not subject to U.S. or foreign income taxation, the Company has not recorded income tax expense, deferred tax assets or liabilities for the years ending December 31, 2013 and December 31, 2012. | |||||||||||
Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has no uncertain tax positions as of December 31, 2013 and 2012. Additionally, the Company accrues interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. | |||||||||||
Where required, the Company complies with income tax filings in its various jurisdictions of operations. With few exceptions, as of December 31, 2013 and December 31, 2012, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2010. | |||||||||||
Convertible Redeemable Preferred Stock | |||||||||||
The Company classifies its convertible redeemable preferred stock as a separate item from permanent equity because it is redeemable outside of the Company’s control (at the option of the preferred stockholders). The Company recorded such convertible redeemable preferred stock at fair value upon issuance, net of any issuance costs. The value of the convertible redeemable preferred stock was determined based on a Lattice model which includes the use of various assumptions, such as cash flow projections, the equity value of peer group companies and volatility rates. Any beneficial conversion features are recognized as convertible redeemable preferred stock discounts and accreted to additional paid-in-capital through the earliest possible redemption date. | |||||||||||
Dividends | |||||||||||
Dividends on common stock are recorded when declared by the Board of Directors. Dividends automatically accrued under the terms of the convertible redeemable preferred stock, may be paid in cash, by issuance of additional convertible redeemable preferred shares or as a pro-rata share of common stock dividends declared. Refer to Note 13 for a discussion regarding common stock and convertible redeemable preferred stock dividends. | |||||||||||
Earnings per Common Share | |||||||||||
Earnings per common share (“EPS”) is calculated using the two-class method, which is an earnings allocation formula that determines net income per common share for the holders of the Company’s common shares and participating securities. The convertible redeemable preferred stock contains participation rights in any dividend paid by the Company and are deemed to be participating securities. Adjustments to the carrying value of preferred stock that is classified as a separate item from permanent equity, inducement charges on preferred stock conversions, preferred stock extinguishment effects, and deemed dividends for beneficial conversion features affect income available to common shareholders. Net income is allocated to common and participating securities as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company or undistributed earnings in a loss position and are not included in the calculation of net loss per share. | |||||||||||
Diluted EPS is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. The Company allocates net income first to convertible redeemable preferred stockholders based on dividend rights and then to common and convertible redeemable preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net income gives effect to all potentially dilutive common equivalent shares, including the potential issuance of stock upon the conversion of the Company’s convertible redeemable preferred stock. Common equivalent shares are excluded from the computation of diluted net income per share if their effect is antidilutive. | |||||||||||
Foreign Exchange | |||||||||||
The Company conducts all of its business in U.S. dollars; accordingly, there are no foreign exchange transaction gains or losses reflected in the consolidated statements of income. | |||||||||||
Derivatives and Hedging Activities | |||||||||||
The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. Derivative instruments are recorded as assets or liabilities, and are measured at fair value. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges; however, the Company does not anticipate nonperformance by the counterparty. See Note 9 for a description of the types of derivative instruments the Company utilizes. | |||||||||||
Segment Reporting | |||||||||||
Operating segments are components of a business that are evaluated regularly by the chief operating decision maker (CODM) for the purpose of assessing performance and allocating resources. Based on the information that the CODM uses, including consideration of whether discrete financial information is available for the business activities, the Company has identified multiple operating segments which have been aggregated based on considerations such as the nature of its services, customers and operations. The Company has determined that it operates under one reportable segment. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments. The carrying amount of a portion of the Company’s long-term debt approximates fair value due to the variable interest rates associated with the related credit facilities. | |||||||||||
At December 31, 2013 and 2012, the Company has ten fixed rate debt facilities. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Carrying amount of long-term debt | $ | 83,046,146 | $ | 10,040,500 | |||||||
Fair value of long-term debt | 85,855,343 | 10,805,290 | |||||||||
Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820. | |||||||||||
Revisions and Reclassifications: | |||||||||||
The Company identified certain immaterial errors and revised its financial statements for the year ended December 31, 2012 to correct these immaterial errors. These revisions relate to certain equity transactions that were previously recorded as a reduction in retained earnings in the consolidated statement of changes in convertible redeemable preferred stock and stockholders’ equity at December 31, 2012. For certain transactions, a portion of the adjustment which was originally recorded against retained earnings has been reclassified as a reduction against additional paid-in capital, reducing the additional paid-in capital balance to $197,035, and eliminating the accumulated deficit with a resulting retained earnings balance of $174,385. In addition, the Company previously had not properly reflected the impact of the beneficial conversion features and other changes in the carrying value of the convertible preferred stock in determining its earnings per share available to its common shareholders. These revisions, as summarized in the tables below, had no effect on the Company’s previously reported consolidated income or total shareholders’ equity. | |||||||||||
December 31, 2012 | |||||||||||
As Reported | Adjustment | As Revised | |||||||||
Additional paid-in capital | $ | 5,284,042 | $ | -5,087,007 | $ | 197,035 | |||||
Retained earnings (accumulated deficit) | -4,912,622 | 5,087,007 | 174,385 | ||||||||
Earnings per common share: | |||||||||||
Basic | 90.33 | -121.1 | -30.77 | ||||||||
Diluted | 90.33 | -121.1 | -30.77 | ||||||||
In addition, certain prior year amounts in the consolidated financial statements have been revised to conform to the current year’s presentation. The Company identified bank fees paid to financial institutions to obtain financings (net of accumulated amortization) of $1,066,114 that were reclassified from deferred financing costs to secured long-term debt in the consolidation balance sheets at December 31, 2012. Changes in restricted cash totaling $396,947 were reclassified from operating activities on the consolidated statement of cash flows for the year ended December 31, 2012 to financing activities. | |||||||||||
VARIABLE_INTEREST_ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2013 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | NOTE 4 - VARIABLE INTEREST ENTITIES |
The Company has evaluated all of the wholly and partially-owned entities as well as entities with common ownership or other relationships, pursuant to ASC 810. A summary of the Company’s consolidation policy is provided at Note 2. The Company has concluded that Bulk Pangaea, Bulk Discovery, Bulk Cajun, Bulk Patriot, Bulk Juliana, Bulk Liberty, Bulk Providence, Bulk Atlantic, Bulk Trident, Bulk Phoenix, Bulk Barents, Bulk Bothnia, NBH, Long Wharf, NBHC and NBVH should be consolidated as VIEs at December 31, 2013. The Company has concluded that Bulk Juliana, Bulk Trident, Bulk Pangaea, Bulk Discovery, Bulk Cajun, Bulk Patriot, NBH, Long Wharf, Odyssey and Orion should be consolidated as VIEs at December 31, 2012. | |
Bulk Pangaea, Bulk Discovery, Bulk Patriot, Bulk Juliana, Bulk Liberty, Bulk Providence, Bulk Atlantic, Bulk Trident, Bulk Phoenix, Bulk Barents and Bulk Bothnia are wholly-owned subsidiaries that were established for the purpose of acquiring bulk carriers. The Bulk Cajun is a majority owned subsidiary established for the purpose of acquiring bulk carriers. The Company has concluded that Bulk Pangaea, Bulk Discovery, Bulk Patriot, Bulk Juliana, Bulk Liberty, Bulk Providence, Bulk Atlantic, Bulk Trident and Bulk Phoenix are VIEs due to the existence of guarantees and cross-collateralization on their outstanding debt, which is indicative of an inability to finance the entities’ activities without additional subordinated financial support. The Company concluded that Bulk Barents and Bulk Bothnia are VIE’s due to an indication from the bank that guarantees and cross collateralization of the two vessels owned by these entities will be necessary in order to obtain financing. Accordingly, the Company has consolidated these wholly-owned subsidiaries for the years ended December 31, 2013 and 2012. The consolidation of all of these entities increased total assets by approximately $78,840,000 and increased total liabilities by approximately $67,460,000 at December 31, 2013. Total shareholders’ equity increased by approximately $10,840,000. The Company sold 10% of Bulk Cajun to a third party during 2013. The non-controlling interest in Bulk Cajun was $540,000 at December 31, 2013, of which $360,000 was reclassified from other noncurrent liabilities. The consolidation of Bulk Pangaea, Bulk Discovery, Bulk Cajun, Bulk Patriot, Bulk Juliana and Bulk Trident increased total assets by approximately $51,730,000 and increased total liabilities by approximately $44,260,000 at December 31, 2012. Total shareholders’ equity increased by approximately $7,470,000. | |
In April 2009, the Company acquired a 51% interest in NBH. The Company determined that NBH is a VIE due to the fact that NBH’s total equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support. Furthermore, the Company determined that it is NBH’s primary beneficiary, as it has a controlling financial interest in NBH, and has the power to direct the activities of the entity. Accordingly, the Company has consolidated NBH for the years ended December 31, 2013 and 2012. The consolidation of NBH increased total assets by approximately $16,825,000 and $17,470,000, and increased total liabilities by approximately $14,280,000 and $13,100,000 at December 31, 2013 and 2012, respectively. Total shareholders’ equity increased by approximately $1,357,000 and $4,370,000 at December 31, 2013 and 2012, respectively. Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of NBH are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBH amounts to approximately $1,189,000 and $2,101,000 as of December 31, 2013 and 2012, respectively. During 2013, the Company lent NBC $3,500,000 in order to provide working capital. The total loan, which was eliminated in consolidation, was outstanding at December 31, 2013. NBC repaid $2,500,000 of the loan in February 2014. | |
In September 2009, certain owners of the Company established a new realty company, Long Wharf, for the purpose of buying a new office building. The Company determined that Long Wharf is a VIE as Long Wharf’s total equity investment at risk is not sufficient to permit it to finance its activities without additional subordinated financial support. The Company determined that the entities/individuals that have a variable interest in Long Wharf are also related parties, and that none of those entities individually meet the criteria to be the primary beneficiary, as none have the obligation to absorb the entity’s losses; therefore, since the Company represents the party within the related party group that is most closely associated with the VIE, the Company concluded it was the primary beneficiary. Accordingly, the Company has consolidated Long Wharf for the years ended December 31, 2013 and 2012. The consolidation of Long Wharf increased total assets by approximately $984,000 and $960,000 and increased total liabilities by approximately $1,195,000 and $1,230,000 at December 31, 2013 and December 31, 2012, respectively. Total shareholders’ equity decreased by approximately $211,000 and $270,000 at December 31, 2013 and 2012, respectively. There is no non-controlling ownership interest related to Long Wharf. | |
Odyssey and Orion were established in March 2012, together with an unrelated third-party, for the purpose of acquiring the m/v Bulk Nordic Odyssey and the m/v Bulk Nordic Orion. At December 31, 2012 the Company had a 50% ownership interest in each, Odyssey and Orion, the remainder of each was owned by a third-party. The operating results of Odyssey and Orion are 100% dependent on transactions with related parties and affiliates. Accordingly, the Company has consolidated these entities for the year ended December 31, 2012. The Company determined that Odyssey and Orion are VIEs, as the total equity investment at risk is not sufficient to support the operation of these entities. Furthermore, the Company determined that it is the primary beneficiary of Odyssey and Orion, as it has the controlling financial interest in these entities, and has the power to direct the entities activities. Accordingly, the Company has consolidated Odyssey and Orion for the year ended December 31, 2012. | |
The consolidation of Odyssey and Orion increased total assets by approximately $54,360,000 and increased total liabilities by approximately $52,180,000 at December 31, 2012. Total shareholders’ equity increased by approximately $2,180,000 at December 31, 2012. Amounts pertaining to the non-controlling ownership interest in the financial position and operating results of these entities are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest amounts to approximately $1,100,000 at December 31, 2012. In January 2013, the Company entered into a share transfer restructuring agreement and the Odyssey and Orion were transferred to Nordic Bulk Holding Company Ltd. (“NBHC”). | |
NBHC was established in March 2012, for the purpose of acquiring the m/v Nordic Odyssey, the m/v Nordic Orion and to invest in additional vessels, all through wholly-owned subsidiaries. In January 2013, the Company entered into a Share Transfer Restructuring Agreement through which the shareholders of Odyssey and Orion transferred their shares of those entities and their zero-interest subordinated shareholder loans to these entities, to NBHC in exchange for the shares of NBHC. | |
Each of the ship owning companies owned by NBHC entered into a Head Charterparty Agreement to charter the owned vessel to ST Shipping and Transport Ltd. (“STST”), which in turn, entered into a Sub-Charterparty Agreement with NBC under a five year, fixed price, time charter arrangement. The Company determined that NBHC is a VIE, as the total equity investment at risk is not sufficient to support operations. Furthermore, the Company determined that it is the primary beneficiary of NBHC, as it has the power to direct its activities. Accordingly, the Company has consolidated NBHC for the year ended December 31, 2013. The consolidation of NBHC increased total assets by approximately $72,000,000 and increased total liabilities by approximately $52,810,000 at December 31, 2013. Total shareholders’ equity increased by approximately $430,000 at December 31, 2013. Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of NBHC are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBHC amounts to approximately $18,760,000 at December 31, 2013. | |
BVH was established in August 2013, together with a third-party, for the purpose of owning Bulk Nordic Five Ltd. (“Five”) and Bulk Nordic Six Ltd. (“Six”). Five and Six were established for the purpose of owning new ultramax newbuildings to be delivered in 2016. The operating results of BVH are 100% dependent on transactions with related parties and affiliates. The Company determined that BVH is a VIE and is the primary beneficiary of BVH, as it has the power to direct its activities. Accordingly, the Company has consolidated BVH and its wholly-owned subsidiaries for the year ended December 31, 2013. The consolidation of BVH increased total assets by approximately $2,989,000 and increased total liabilities by approximately $3,008,000 at December 31, 2013. Total shareholders’ equity decreased by approximately $12,000 at December 31, 2013. Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of BVH are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to BVH amounts to approximately $(7,000) at December 31, 2013. | |
MARGIN_ACCOUNTS
MARGIN ACCOUNTS | 12 Months Ended |
Dec. 31, 2013 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Margin Deposit Disclosure [Text Block] | NOTE 6 - MARGIN ACCOUNTS |
During December 31, 2013 and 2012, the Company was party to forward freight agreements and fuel swap contracts to mitigate the risk associated with volatile freight rates and fuel prices. See Note 7 for a complete discussion of these and other derivatives. Under the terms of the forward freight agreements and fuel swap contracts, the Company was required to put approximately $1,062,000 and $510,000, respectively, on deposit as a margin account at December 31, 2013 and 2012, respectively, due to the decline in the market values of the items being hedged. At December 31, 2013, the deposit on freight forward agreements was approximately $962,000 and the deposit on fuel swap contracts was $100,000. At December 31, 2012, approximately $507,000 pertains to forward freight agreements and $3,000 pertains to fuel swap contracts. This margin account is required to remain on deposit as collateral until such time as the market values of the items being hedged return to a preset limit. The margin accounts are included in advance hire, prepaid expenses, and other current assets in the consolidated balance sheets at December 31, 2013 and 2012. | |
LINE_OF_CREDIT
LINE OF CREDIT | 12 Months Ended |
Dec. 31, 2013 | |
Line of Credit Facility [Abstract] | |
Line Of Credit Facility Disclosure [Text Block] | NOTE 9 - LINE OF CREDIT |
During the year ended December 2012, the Company entered into a revolving line of credit with a maximum capacity of $3,000,000. Borrowings under of the line of credit are due upon expiration of the line of credit. The expiration date was extended to May 19, 2014 from its original expiration date of November 19, 2013. The line of credit contains certain covenants including a liquidity covenant that may result in the acceleration of the payment of the borrowings. Borrowings under the line are secured by personal guarantees of the Founders, as well as collateralized against a personal account of one of the Founders held at the lending bank. Interest is payable at Prime + 1% (4.25% at December 31, 2013 and 2012). As of December 31, 2013 the Company was in compliance with all required covenants. | |
CONVERTIBLE_REDEEMABLE_PREFERR
CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK AND NON-CONTROLLING INTEREST | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||
Noncontrolling Interest Disclosure [Text Block] | NOTE 11 - CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK AND NON-CONTROLLING INTEREST | |||||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||||
The Company has 199,829 shares of common stock ($1.00 par value) authorized, of which 87,329 shares were issued to the Founders at inception, for aggregate proceeds of $600,000 (or $6.87 per share). The balance of authorized common shares (112,500 shares) has been reserved for issuance upon conversion of preferred shares to common. | ||||||||||||||||||||||||||
Dividends on common stock are recorded when declared by the Board of Directors. | ||||||||||||||||||||||||||
Convertible redeemable preferred stock | ||||||||||||||||||||||||||
The Company has authorized 112,500 shares of convertible redeemable preferred stock ($1,000 par value) of which 89,114 shares and 64,047 shares were outstanding at December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
The characteristics of the convertible redeemable preferred stock include: | ||||||||||||||||||||||||||
Ranking: The convertible redeemable preferred stock ranks senior to the common stock with respect to payment of dividends and amounts upon liquidation, dissolution, or winding up. | ||||||||||||||||||||||||||
Dividends: Annual dividends declared are paid on a preferential basis to the holders of the convertible redeemable preferred stock. The amount of the dividend is equal to the higher of (i) 8% of the outstanding preferred shares, or (ii) the total dividends declared by the Company multiplied by the ratio of convertible redeemable preferred stock to the total weighted common and convertible redeemable preferred stock outstanding (“the formula”). The preferred dividends are cumulative, such that all accrued and unpaid preferred dividends must be paid before any dividends can be paid to the common shareholders. Additionally, the convertible redeemable preferred stock is participating in dividends with the common shareholders. | ||||||||||||||||||||||||||
Liquidation Preference: Upon any liquidation, dissolution, or winding up of the Company, the holders of the convertible redeemable preferred stock are entitled to receive, prior and in preference to any distribution or payment made to holders of common stock, an amount equal to the greater of (i) an aggregate preference amount of all of the shares held by such holder, and (ii) the amount that such holder would be entitled to receive in connection with an applicable liquidation event had such holder converted all shares then held by such holder into common stock immediately prior to such event. | ||||||||||||||||||||||||||
Upon a Change in Control: The holders of the convertible redeemable preferred stock are entitled to receive a cash payment from the Company based on what they would have received had they converted their convertible redeemable preferred stock to common stock. | ||||||||||||||||||||||||||
Voting Rights: The holders of the convertible redeemable preferred stock are entitled to vote on all matters submitted to the shareholders on a basis consistent with that of the common stock shareholders. During any period in which the investors own less than 20% of the common shares outstanding, the Company is restricted from taking certain actions without the prior written consent of the investors. Furthermore, during any period in which the investors own 20% or more of the common shares outstanding, the Company is also restricted from taking certain actions without the prior written consent of the investors. | ||||||||||||||||||||||||||
Conversion: The convertible redeemable preferred stock automatically converts to common stock upon a qualified public offering. After the initial restructuring, or at the request of the convertible redeemable preferred stockholders upon certain events as defined, the convertible redeemable preferred stock will convert to common stock based on a predetermined calculation. The calculation grants one share of common stock for each share of convertible redeemable preferred stock at a conversion price of $1,000 per share, and provides for additional common stock for any accrued preferred dividends granted by the Company. | ||||||||||||||||||||||||||
During 2012 the Company amended the convertible redeemable preferred stockholder agreement to revise the conversion price to $916.07 per share. The Company accounted for the reduction in the conversion price as a modification. As a result, the increase in the value of the conversion option of approximately $1,372,000 was accounted for as a preferred stock discount with a corresponding increase in additional paid-in-capital. The preferred stock discount was amortized as a dividend at the measurement date, resulting in a decrease in retained earnings. | ||||||||||||||||||||||||||
Redemption: If a qualified public offering does not occur by December 31, 2013 (which was changed to December 31, 2014 subsequent to the balance sheet date), and based on the level of investment made by the investors at such time, the investors can require the Founders to repurchase all (or a portion, depending on the circumstances) of the outstanding preferred shares. Proceeds used to affect such redemption may come from various sources including, but not limited to, the liquidation of the Company. Additional circumstances under which the convertible redeemable preferred stock would be redeemed include a change of control, receipt of Key Man Life insurance proceeds or an Event of Noncompliance, as defined. | ||||||||||||||||||||||||||
Convertible redeemable preferred stock transactions during the years ended December 31, 2013 and 2012 were as follows: | ||||||||||||||||||||||||||
In 2012, the Company issued 20,564 shares of convertible redeemable preferred stock for gross proceeds of $20,564,000, less issuance costs of approximately $256,000. The excess of the fair value of the convertible redeemable preferred stock over the issuance price, approximately $5,211,000, is recorded as a reduction in retained earnings. | ||||||||||||||||||||||||||
In 2012, the Company also issued 1,852.885 shares of convertible redeemable preferred stock as payment of certain accrued preferred stock dividends declared in 2011. In addition, the Company paid $1,000,000 cash and issued 4,325 shares of convertible redeemable preferred stock in settlement of certain accrued common stock dividends declared in 2008 and as a payment in-kind of certain common stock dividends declared in 2012. The excess of the carrying amount of the accrued dividends over the fair value of the convertible redeemable preferred stock of approximately $1,185,050 was recorded as a reduction in retained earnings. | ||||||||||||||||||||||||||
Also in 2012, the Company issued 5,675.000 shares of convertible redeemable preferred stock as a partial repayment of the $10 million shareholder loan made in 2011. There was no excess of carrying value of the loan payable over the fair value of the convertible redeemable preferred stock at issuance date. | ||||||||||||||||||||||||||
Additionally, during 2012 the Company issued 6,000.000 shares of convertible redeemable preferred stock in settlement of certain accrued common stock dividends declared during the year. There was no excess of carrying value of the dividend payable over the fair value of the convertible redeemable preferred stock at issuance date. | ||||||||||||||||||||||||||
In January 2013, the Company issued 167.309 shares of convertible redeemable preferred stock as payment of certain accrued preferred stock dividends declared in 2012. The excess of the carrying amount of the accrued dividends over the fair value of the convertible redeemable preferred stock of approximately $45,843 was recorded as a decrease in retained earnings. | ||||||||||||||||||||||||||
In January, April and October of 2013, the Company issued a total of 3,000.00 shares of convertible redeemable preferred stock as final repayment of the $11 million shareholder loan made in 2012. The excess of carrying value of the loan payable over the fair value of the convertible redeemable preferred stock was $1,429,217. Of this amount, $1,261,797 was recorded as a reduction in retained earnings and $167,420 was recorded as a decrease in additional paid-in capital. | ||||||||||||||||||||||||||
At various dates during 2013, the Company issued 21,899.181 shares of convertible redeemable preferred stock for gross proceeds of $21,899,181, less issuance costs of approximately $274,000. The excess of the fair value of the convertible redeemable preferred stock over the issuance price was $7,517,915. Of this amount, $7,105,607 was recorded as a reduction in retained earnings and $412,308 was recorded as a decrease in additional paid-in capital. | ||||||||||||||||||||||||||
The beneficial conversion feature of the convertible redeemable preferred stock resulted in an aggregate reduction in retained earnings totaling $4,927,423 and $4,584,272 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||
Dividends | ||||||||||||||||||||||||||
During 2012, the Company declared a special $9,100,000 common stock dividend. The preferred shareholders pro rata share of the dividend was less than 8% of the weighted preferred shares outstanding. Accordingly, the preferred shareholders were entitled to their pro rata share of the common stock dividend, which amounted to approximately $4,021,000 and an sadditional 8% convertible redeemable preferred stock dividend catch-up in the amount of $167,305. A total of $6,272,057 was recorded as a decrease in additional paid-in capital. The remaining $2,827,943 was recorded as a reduction in retained earnings. | ||||||||||||||||||||||||||
The Company declared a $6,000,000 common stock dividend in 2012 which was paid in-kind during the 2012 fiscal year and recorded as a decrease in retained earnings. | ||||||||||||||||||||||||||
On December 31, 2013, the Company declared a common stock dividend of $12,700,000 ($145.43 per share), of which $4,544,730 was recorded as a decrease in additional paid-in capital, reducing the balance to zero, and the remainder, $8,155,270 was recorded as a reduction in retained earnings. The preferred shareholders’ pro rata share of the dividend was more than 8% of the weighted average preferred shares outstanding. Accordingly, the preferred shareholders were entitled to their pro rata share of the common stock dividend, which amounted to approximately $6,288,000. | ||||||||||||||||||||||||||
Prior to the January 2013 Transaction, Odyssey and Orion declared dividends totaling $2,162,938 in order to distribute all retained earnings, of which $1,081,469 (50%) eliminates in consolidation. The remaining amount payable to noncontrolling interest of $904,803 is included as dividend payable in the consolidated balance sheets at December 31, 2013. | ||||||||||||||||||||||||||
Dividends payable consist of the following: | ||||||||||||||||||||||||||
2008 | 2011 | 2012 | 2012 | 2012 | 2013 | 2013 | Total | |||||||||||||||||||
common | convertible | common | preferred | common | common | Odyssey | ||||||||||||||||||||
stock | redeemable | stock | stock catch- | stock | stock | and Orion | ||||||||||||||||||||
dividend | preferred | special | up dividend | dividend | dividend | dividend | ||||||||||||||||||||
stock | dividend | |||||||||||||||||||||||||
dividend | ||||||||||||||||||||||||||
Balance at December 31, 2011 | $ | 5,897,700 | $ | 1,852,885 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 7,750,585 | ||||||||||
Gross amount of dividend accrued | - | - | 9,100,000 | 167,305 | 6,000,000 | - | - | 15,267,305 | ||||||||||||||||||
Paid in kind | -2,123,575 | -1,852,885 | -2,201,425 | - | -6,000,000 | - | - | -12,177,885 | ||||||||||||||||||
Paid in cash | -1,000,000 | - | - | - | - | - | - | -1,000,000 | ||||||||||||||||||
Balance at December 31, 2012 | 2,774,125 | - | 6,898,575 | 167,305 | - | - | - | 9,840,005 | ||||||||||||||||||
Gross amount of dividend accrued | - | - | - | - | - | 12,700,000 | 1,081,469 | 13,781,469 | ||||||||||||||||||
Paid in kind | - | - | - | -167,305 | - | - | - | -167,305 | ||||||||||||||||||
Paid in cash | -100,000 | - | - | - | - | - | -176,666 | -276,666 | ||||||||||||||||||
Balance at December 31, 2013 | $ | 2,674,125 | $ | - | $ | 6,898,575 | $ | - | $ | - | $ | 12,700,000 | $ | 904,803 | $ | 23,177,503 | ||||||||||
Non-controlling interest | ||||||||||||||||||||||||||
Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. The non-controlling ownership interest attributable to NBH amounts to approximately $1,190,000 and $2,101,000 as of December 31, 2013 and 2012, respectively. The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $18,660,000 and $1,101,000 at December 31, 2013 and 2012, respectively. The non-controlling interest attributable to Bulk Cajun and BVH was approximately $543,000 and $(7,000), respectively at December 31, 2013. | ||||||||||||||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 - SUBSEQUENT EVENTS |
The Company evaluated subsequent events or transactions through May 5, 2014, which is the date these financial statements were available to be issued. | |
Effective January 1, 2014, the shareholders of the Company implemented a management ownership plan (the "Plan"). Under the Plan, the Founders agreed to contribute common stock to a newly established partnership ("the Partnership") in exchange for Partnership interests. The Partnership may, in its sole discretion, issue profit interests of the Partnership to employees of the Company and its subsidiaries. No such interests have been issued to date. | |
In March 2014, the Company committed to a plan to sell two of its vessels. The m/v Bulk Providence is less suitable to the Company and its customers due to its size, and both it and the m/v Bulk Liberty are believed to have market values that are significantly higher than the related outstanding debt. The proceeds of the sales will be used to finance the newbuilding program and/or to acquire more suitable tonnage. A memorandum of agreement has not been signed as of the date noted above, but the Company expects to execute such an agreement for the m/v Bulk Providence in the near future. No negotiations have taken place with respect to the m/v Bulk Liberty. | |
In February 2014, Bulk Nordic Oshima Ltd. (“Bulk Oshima”) and Bulk Nordic Olympic Ltd. (“Bulk Olympic”) were organized under the laws of Bermuda for the purpose of owning new Ice class 1A Panamax vessels under construction. Bulk Oshima and Bulk Olympic are wholly-owned subsidiaries of NBHC. | |
On April 30, 2014, the Company changed its name to Pangaea Logistics Solutions Ltd. and entered into a merger agreement with Quartet Merger Corp. | |
Recovered_Sheet1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||
Accounting Policies [Abstract] | ||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements | |||||||||||
In April 2014, the FASB issued an update Accounting Standards Update for Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, Presentation of Financial Statements, and Property Plant and Equipment. Under this new guidance, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, the new guidance expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2014. The Company does not expect a material impact on the Company’s consolidated financial statements as a result of the adoption of this standard. | ||||||||||||
In May 2014, the FASB issued an update Accounting Standards Update for Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2016. The Company is evaluating the impact of the adoption of this guidance to determine whether or not it has a material impact on the Company’s consolidated financial statements. | ||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the establishment of the allowance for doubtful accounts, the fair value of convertible redeemable preferred stock, the discount on interest free loans and the estimate of salvage value used in determining vessel depreciation expense. | ||||||||||||
Consolidation, Policy [Policy Text Block] | Consolidation | |||||||||||
The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company. The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests. Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10. If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares. If the entity is not determined to be a VIE, the Company evaluates the entity based on its outstanding voting interests. | ||||||||||||
Amounts pertaining to the non-controlling ownership interest held by third parties in the financial position and operating results of the Company’s subsidiaries and/or consolidated VIEs are reported as non-controlling interest in the accompanying consolidated balance sheets. As previously indicated, certain of the entities within the Company’s consolidated financial statements are heavily dependent on financing and operating activities with and among affiliates and/or related parties. Accordingly, as part of the Company’s consolidation process, intercompany transactions are eliminated in the consolidated financial statements. | ||||||||||||
Business Combinations Policy [Policy Text Block] | Business Combination | |||||||||||
Prior to the January 2013 transaction, Odyssey and Orion were owned 50% by the Company and 50% by ST Shipping and Transport Ltd. (“STST”). These shareholders transferred their shares in Odyssey and Orion to NBHC in connection with the January 2013 transaction. On the same date, the net assets of Odyssey and Orion were transferred to NBHC. In accordance with ASC 805-50, this transaction was considered a combination between entities under common control; therefore, the net assets of Odyssey and Orion were transferred at their carrying values. | ||||||||||||
Revenue Recognition, Cargo and Freight, Policy [Policy Text Block] | Revenue Recognition | |||||||||||
Voyage revenues represent revenues earned by the Company, principally from voyage charters. A voyage charter involves the carriage of a specific amount and type of cargo on a load port-to-discharge port basis, subject to various cargo handling terms. Under a voyage charter, the revenues are earned and recognized ratably over the duration of the voyage. Estimated losses under a voyage charter are provided for in full at the time such losses become probable. Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter. Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise, and is also earned and recognized ratably over the duration of the voyage to which it pertains. Voyage revenue recognized is presented net of address commissions. | ||||||||||||
Charter revenues relate to a time charter arrangement under which the vessel owner is paid charter hire 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, as the vessel operates under the charter. | ||||||||||||
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue | |||||||||||
Billings for services for which revenue is not recognized in the current period are recorded as deferred revenue. Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within 12 months of the balance sheet date. | ||||||||||||
Voyage Expenses [Policy Text Block] | Voyage Expenses | |||||||||||
The Company incurs expenses for voyage charters that include bunkers (fuel), port charges, canal tolls, broker commissions and cargo handling operations, which are expensed as incurred. | ||||||||||||
Charter Expenses [Policy Text Block] | Charter Expenses | |||||||||||
The Company relies on a combination of owned and chartered-in vessels to support its operations. The Company hires vessels under time charters, and recognizes the charter hire payments as 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. | ||||||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | Vessel Operating Expenses | |||||||||||
Vessel operating expenses (“VOE”) represent the cost to operate the Company’s owned vessels. VOE include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumables, other miscellaneous expenses, and technical management fees. These expenses are recognized as incurred. The Company entered into technical management agreements for each of its owned vessels with an equity method investee. 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. | ||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk | |||||||||||
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents, trade receivables and derivative instruments. The Company maintains its cash accounts with various high-quality financial institutions in the United States, Germany, and Bermuda. The Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company does not believe that significant concentration of credit risk exists with respect to these cash equivalents. Trade accounts receivable are recorded at the invoiced amount, and do not bear interest. Credit risk with respect to trade accounts receivable is limited due to the long-standing relationships with significant customers, and their relative financial stability. The Company performs ongoing credit evaluations of its customers’ financial condition, but does not require collateral. Derivative instruments are recorded at fair value. The Company does not believe that significant concentration of credit risk exists with respect to these derivative instruments due to the fact that the resulting assets and liabilities are not material to the financial statements. The Company does not have any off-balance sheet credit exposure related to its customers. | ||||||||||||
At December 31, 2013, there were three customers that accounted for 49% of the Company’s trade accounts receivable. At December 31, 2012, three customers accounted for 38% of the Company’s trade accounts receivable. | ||||||||||||
At December 31, 2013 customers in each of the following countries accounted for at least 10% of the Company’s accounts receivable; the United States (27%) and Switzerland (11%). At December 31, 2012, customers in each of the following countries accounted for at least 10% of the Company’s accounts receivable; the United States (32%), Canada (15%), and Brazil (14%). | ||||||||||||
For the year ended December 31, 2013 customers in each of the following countries accounted for at least 10% of total revenue; the United States (27%), Switzerland (11%), and Canada (10%). For the year ended December 31, 2012, revenue from customers in each of the following countries accounted for at least 10% of total revenue; the United States (21%), Switzerland (17%), Belgium (10%), and Germany (10%). | ||||||||||||
For the years ended December 31, 2013 and December 31, 2012, revenue from no single customer accounted for at least 10% of total revenue. | ||||||||||||
Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |||||||||||
Cash and cash equivalents include short-term deposits with an original maturity of less than three months. At December 31, cash and cash equivalents by type were as follows: | ||||||||||||
2013 | 2012 | |||||||||||
Money market accounts – cash equivalents | $ | 17,622,598 | $ | 16,936,013 | ||||||||
Cash (1) | 1,305,329 | 2,759,662 | ||||||||||
Total | $ | 18,927,927 | $ | 19,695,675 | ||||||||
(1) Consists of cash deposits at various major banks. | ||||||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash | |||||||||||
Restricted cash at December 31, 2013 consists of cash held by a facility agent as required by the Bulk Atlantic Secured Note. | ||||||||||||
Restricted cash at December 31, 2012 consists entirely of cash held by a facility agent to cure a short fall in the Collateral Maintenance Ratio as defined in the Bulk Patriot secured term loan facility. In April 2013, the funds were returned to the Company as the Company was no longer in breach of the Collateral Maintenance Ratio. | ||||||||||||
Allowance for Doubtful Accounts [Policy Text Block] | Allowance for Doubtful Accounts | |||||||||||
The Company provides a specific reserve for significant outstanding accounts that are considered potentially uncollectible in whole or in part. In addition, the Company’s policy based on experience is to establish a reserve equal to approximately 25% of accounts receivable balances that are 30-180 days past due and approximately 50% of accounts receivable balances that are 180 or more days past due, and which are not otherwise reserved. The reserve estimates are adjusted as additional information becomes available, or as payments are made. At December 31, 2013 and 2012, the Company has provided an allowance for doubtful accounts of $1,662,593 and $1,351,590 respectively, for amounts that are not expected to be fully collected. The provision for doubtful accounts was $652,318 in 2013 and $851,590 in 2012. In 2013, the Company wrote off $341,316 that was previously included in the allowance and $19,421 directly to the provision, because these amounts were determined to be uncollectible. No account balances were written off or reduced in 2012. | ||||||||||||
Inventory, Policy [Policy Text Block] | Bunker Inventory | |||||||||||
Inventory is primarily comprised of fuel oil purchased and stored onboard a vessel. Inventory is measured at the lower of cost under the first-in, first-out method or net realizable value. | ||||||||||||
Advanced Hire, Prepaid Expenses and Other Current Assets [Policy Text Block] | Advanced Hire, Prepaid Expenses and Other Current Assets | |||||||||||
Advance hire represents payment to ship owners under time-charters for days subsequent to the balance sheet date. Hire is typically paid in advance for the following fifteen days, but intervals vary by time-charter party. Prepaid expenses include advance funding to the technical manager for vessel operating expenses, lubricating oils and stores kept on board owned vessels, voyage expenses paid in advance. Other assets include deposits held by counterparties to various derivative instruments and the fair value of derivative instruments when it exceeds the settlement price of the instrument. | ||||||||||||
At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: | ||||||||||||
2013 | 2012 | |||||||||||
Advance hire | $ | 8,788,882 | $ | 7,128,846 | ||||||||
Prepaid expenses | 514,169 | 1,149,729 | ||||||||||
Other current assets | 3,441,074 | 1,495,849 | ||||||||||
Total | $ | 12,744,125 | $ | 9,774,424 | ||||||||
Depreciation, Depletion, and Amortization [Policy Text Block] | Vessels and Depreciation | |||||||||||
Vessels are stated at cost, which includes contract price and acquisition costs. Significant betterments to vessels are capitalized; maintenance and repairs that do not improve or extend the lives of the vessels are expensed as incurred. Depreciation is provided using the straight-line method over the remaining estimated useful lives of the vessels (excluding the time a vessel in is dry dock), based on cost less salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of $375 per ton, which was determined by reference to quoted rates and is reviewed annually. The Company estimates the useful life of its vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of the current fleet are 3 - 24 years. The Company does not incur depreciation expense when vessels are taken out of service for dry docking. | ||||||||||||
Dry Docking Expenses and Amortization [Policy Text Block] | Dry Docking Expenses and Amortization | |||||||||||
Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the five year period until the next dry docking. Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency. Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting. Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred. Unamortized dry-docking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss on sale. | ||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived Assets Impairment Considerations | |||||||||||
The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new vessels. Historically, both charter rates and vessel values tend to be cyclical. The carrying amounts of vessels held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the vessel and its eventual disposition is less than the vessel’s carrying amount. This 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 classification. At December 31, 2013, the Company identified a potential impairment indicator by reference to industry-wide estimated market values of all vessels in the size range and age. As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. At December 31, 2013, the estimated undiscounted future cash flows exceeded the carrying amount of the asset groups in the consolidated balance sheets and therefore, the Company did not recognize a charge to impairment. The Company did not identify any potential impairment indicators with regard to its long lived assets during the year ended December 31, 2012. | ||||||||||||
The significant factors and assumptions used in the undiscounted projected net operating cash flow analysis include: the Company’s estimate of future TCE rates based on current rates under existing charters and contracts, and an index of TCE rates applicable to the size of the ship, when available. The Company applies a multiple to account for expected growth or decline in TCE rates due to market conditions for periods beyond those for which an index rate is available. Projected net operating cash flows are net of brokerage and address commissions and exclude revenue on scheduled off-hire days. The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate. The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows. | ||||||||||||
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs, Bank Fees and Amortization | |||||||||||
Qualifying expenses associated with commercial financing are capitalized and are amortized over the terms of the respective financing arrangement using the effective interest method, generally ranging from four to six years. | ||||||||||||
In connection with the Company’s four secured term loans obtained in 2013, the Company capitalized financing costs of approximately $654,000. In connection with the Senior Secured Post-Delivery Term Loan Facility executed in 2013, the Company capitalized an additional $238,000. | ||||||||||||
In connection with the Company’s four secured term loans obtained in 2012, the Company capitalized financing costs of approximately $30,000 in 2013 and $508,000 in 2012. | ||||||||||||
Amortization of the deferred financing costs is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred financing costs | $ | 2,393,517 | $ | 1,470,868 | ||||||||
Less accumulated amortization | -1,050,808 | -565,124 | ||||||||||
Net deferred financing costs | 1,342,709 | 905,744 | ||||||||||
Amortization of deferred financing costs | $ | 485,684 | $ | 289,246 | ||||||||
Fees paid to financial institutions to obtain financing are carried as a reduction of the outstanding debt and amortized over the term of the arrangement using the effective interest method. The unamortized portion is included as a reduction of secured long-term debt on the consolidated balance sheets. | ||||||||||||
In connection with the Company’s four secured term loans obtained in 2013, the Company paid bank fees of approximately $577,000. In connection with the Senior Secured Post-Delivery Term Loan Facility executed in 2013, the Company paid an additional $199,000. In connection with the Company’s four secured term loans obtained in 2012, the Company paid bank fees of $949,000. | ||||||||||||
Amortization of the bank fees is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Bank fees paid to financial institutions | $ | 2,316,750 | $ | 1,540,700 | ||||||||
Less: accumulated amortization | -925,591 | -461,346 | ||||||||||
Unamortized bank fees | 1,391,159 | 1,079,354 | ||||||||||
Amortization included in interest expense | $ | 464,245 | $ | 302,979 | ||||||||
Accounts Payable and Accrued Expenses [Policy Text Block] | Accounts Payable and Accrued Expenses | |||||||||||
The components of accounts payable and accrued expenses are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Accounts payable | $ | 39,201,642 | $ | 20,529,469 | ||||||||
Accrued voyage expenses | 3,839,531 | 4,484,588 | ||||||||||
Accrued interest | 716,575 | 570,073 | ||||||||||
Other accrued liabilities | 1,123,640 | 2,369,633 | ||||||||||
Total | $ | 44,881,388 | $ | 27,953,763 | ||||||||
Income Tax, Policy [Policy Text Block] | Taxation | |||||||||||
The Company is not subject to corporate income taxes on its profits in Bermuda because Bermuda does not impose an income tax. | ||||||||||||
NBC, an affiliated company consolidated pursuant to ASC 810-10, is subject to a Danish tonnage tax. NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet. As the tax is not determined based on taxable income, BC’s tax expense of approximately $263,000 and $241,000 is included within voyage expenses in the accompanying consolidated statements of operations as of December 31, 2013 and 2012, respectively. | ||||||||||||
The Company currently is exempt from taxation on its U.S. source shipping income under Section 883 of the United States Internal Revenue Code of 1986, or the Code (the Code) or the related Treasury regulations. The Company will continue to qualify for this exemption so long as, for more than half of the days in its taxable year, it is a controlled foreign corporation, as defined in the Code, and more than 50 percent of the total value of its stock is owned by U.S. shareholders. To the extent the Company is unable to qualify for exemption from tax under Section 883, and the U.S. source shipping income is considered to be effectively connected with the conduct of a U.S. trade or business, as defined in the Code, the Company will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. If certain other conditions are present, as defined in the Code, U.S. source shipping income, net of applicable deductions, may be subject to a U.S. federal corporate income tax of up to 35% and a 30% branch profits tax. The Company believes that none of its U.S. source shipping income will be effectively connected with the conduct of a U.S. trade or business. Since earnings from shipping operations of the Company are not subject to U.S. or foreign income taxation, the Company has not recorded income tax expense, deferred tax assets or liabilities for the years ending December 31, 2013 and December 31, 2012. | ||||||||||||
Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has no uncertain tax positions as of December 31, 2013 and 2012. Additionally, the Company accrues interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. | ||||||||||||
Where required, the Company complies with income tax filings in its various jurisdictions of operations. With few exceptions, as of December 31, 2013 and December 31, 2012, the Company is not subject to U.S. federal or foreign examinations by tax authorities for years before 2010. | ||||||||||||
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Convertible Redeemable Preferred Stock | |||||||||||
The Company classifies its convertible redeemable preferred stock as a separate item from permanent equity because it is redeemable outside of the Company’s control (at the option of the preferred stockholders). The Company recorded such convertible redeemable preferred stock at fair value upon issuance, net of any issuance costs. The value of the convertible redeemable preferred stock was determined based on a Lattice model which includes the use of various assumptions, such as cash flow projections, the equity value of peer group companies and volatility rates. Any beneficial conversion features are recognized as convertible redeemable preferred stock discounts and accreted to additional paid-in-capital through the earliest possible redemption date. | ||||||||||||
Dividends on Stock [Policy Text Block] | Dividends | |||||||||||
Dividends on common stock are recorded when declared by the Board of Directors. Dividends automatically accrued under the terms of the convertible redeemable preferred stock, may be paid in cash, by issuance of additional convertible redeemable preferred shares or as a pro-rata share of common stock dividends declared. Refer to Note 13 for a discussion regarding common stock and convertible redeemable preferred stock dividends. | ||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Earnings per Common Share | |||||||||||
Earnings per common share (“EPS”) is calculated using the two-class method, which is an earnings allocation formula that determines net income per common share for the holders of the Company’s common shares and participating securities. The convertible redeemable preferred stock contains participation rights in any dividend paid by the Company and are deemed to be participating securities. Adjustments to the carrying value of preferred stock that is classified as a separate item from permanent equity, inducement charges on preferred stock conversions, preferred stock extinguishment effects, and deemed dividends for beneficial conversion features affect income available to common shareholders. Net income is allocated to common and participating securities as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company or undistributed earnings in a loss position and are not included in the calculation of net loss per share. | ||||||||||||
Diluted EPS is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. The Company allocates net income first to convertible redeemable preferred stockholders based on dividend rights and then to common and convertible redeemable preferred stockholders based on ownership interests. The weighted-average number of common shares included in the computation of diluted net income gives effect to all potentially dilutive common equivalent shares, including the potential issuance of stock upon the conversion of the Company’s convertible redeemable preferred stock. Common equivalent shares are excluded from the computation of diluted net income per share if their effect is antidilutive. | ||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Exchange | |||||||||||
The Company conducts all of its business in U.S. dollars; accordingly, there are no foreign exchange transaction gains or losses reflected in the consolidated statements of income. | ||||||||||||
Derivatives, Policy [Policy Text Block] | Derivatives and Hedging Activities | |||||||||||
The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging. The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt. Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices. Derivative instruments are recorded as assets or liabilities, and are measured at fair value. The Company is exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swaps, forward freight agreements and bunker hedges; however, the Company does not anticipate nonperformance by the counterparty. See Note 9 for a description of the types of derivative instruments the Company utilizes. | ||||||||||||
Segment Reporting, Policy [Policy Text Block] | Segment Reporting | |||||||||||
Operating segments are components of a business that are evaluated regularly by the chief operating decision maker (CODM) for the purpose of assessing performance and allocating resources. Based on the information that the CODM uses, including consideration of whether discrete financial information is available for the business activities, the Company has identified multiple operating segments which have been aggregated based on considerations such as the nature of its services, customers and operations. The Company has determined that it operates under one reportable segment. | ||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term maturities of these instruments. The carrying amount of a portion of the Company’s long-term debt approximates fair value due to the variable interest rates associated with the related credit facilities. | ||||||||||||
At December 31, 2013 and 2012, the Company has ten fixed rate debt facilities. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Carrying amount of long-term debt | $ | 83,046,146 | $ | 10,040,500 | ||||||||
Fair value of long-term debt | 85,855,343 | 10,805,290 | ||||||||||
Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820. | ||||||||||||
Reclassification, Policy [Policy Text Block] | Revisions and Reclassifications: | |||||||||||
The Company identified certain immaterial errors and revised its financial statements for the year ended December 31, 2012 to correct these immaterial errors. These revisions relate to certain equity transactions that were previously recorded as a reduction in retained earnings in the consolidated statement of changes in convertible redeemable preferred stock and stockholders’ equity at December 31, 2012. For certain transactions, a portion of the adjustment which was originally recorded against retained earnings has been reclassified as a reduction against additional paid-in capital, reducing the additional paid-in capital balance to $197,035, and eliminating the accumulated deficit with a resulting retained earnings balance of $174,385. In addition, the Company previously had not properly reflected the impact of the beneficial conversion features and other changes in the carrying value of the convertible preferred stock in determining its earnings per share available to its common shareholders. These revisions, as summarized in the tables below, had no effect on the Company’s previously reported consolidated income or total shareholders’ equity. | ||||||||||||
December 31, 2012 | ||||||||||||
As Reported | Adjustment | As Revised | ||||||||||
Additional paid-in capital | $ | 5,284,042 | $ | -5,087,007 | $ | 197,035 | ||||||
Retained earnings (accumulated deficit) | -4,912,622 | 5,087,007 | 174,385 | |||||||||
Earnings per common share: | ||||||||||||
Basic | 90.33 | -121.1 | -30.77 | |||||||||
Diluted | 90.33 | -121.1 | -30.77 | |||||||||
In addition, certain prior year amounts in the consolidated financial statements have been revised to conform to the current year’s presentation. The Company identified bank fees paid to financial institutions to obtain financings (net of accumulated amortization) of $1,066,114 that were reclassified from deferred financing costs to secured long-term debt in the consolidation balance sheets at December 31, 2012. Changes in restricted cash totaling $396,947 were reclassified from operating activities on the consolidated statement of cash flows for the year ended December 31, 2012 to financing activities. | ||||||||||||
Basis_of_Presentation_and_Gene1
Basis of Presentation and General Information (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Advance hire, prepaid expenses and other current assets were comprised of the following: | At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | 2013 | 2012 | |||||||||||||
(unaudited) | ||||||||||||||||
Advance hire | $ | 5,664,781 | 8,788,882 | Advance hire | $ | 8,788,882 | $ | 7,128,846 | ||||||||
Prepaid expenses | 1,102,270 | 514,169 | Prepaid expenses | 514,169 | 1,149,729 | |||||||||||
Margin account deposit | 1,782,926 | 1,062,439 | Other current assets | 3,441,074 | 1,495,849 | |||||||||||
Other current assets | 2,366,115 | 2,378,635 | Total | $ | 12,744,125 | $ | 9,774,424 | |||||||||
Total | $ | 10,916,092 | $ | 12,744,125 | ||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable, accrued expenses and other current liabilities were comprised of the following: | The components of accounts payable and accrued expenses are as follows: | ||||||||||||||
September 30, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2013 | 2012 | |||||||||||||
(unaudited) | ||||||||||||||||
Accounts payable | $ | 35,789,564 | 39,201,642 | Accounts payable | $ | 39,201,642 | $ | 20,529,469 | ||||||||
Accrued expenses | 3,427,481 | 3,839,531 | Accrued voyage expenses | 3,839,531 | 4,484,588 | |||||||||||
Other current liabilities | 1,406,178 | 2,837,205 | Accrued interest | 716,575 | 570,073 | |||||||||||
Total | $ | 40,623,223 | $ | 45,878,378 | Other accrued liabilities | 1,123,640 | 2,369,633 | |||||||||
Total | $ | 44,881,388 | $ | 27,953,763 | ||||||||||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||
Property, Plant and Equipment [Table Text Block] | The cost of vessels and vessel improvements, net of accumulated depreciation of $30,190,224 and $27,074,656 as of September 30, 2014 and December 31, 2013, respectively, is as follows: | At December 31, fixed assets consisted of the following: | |||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | 2013 | 2012 | ||||||||||||||||||||||||
(unaudited) | |||||||||||||||||||||||||||
Vessels and vessel upgrades | $ | 211,458,792 | $ | 161,722,600 | |||||||||||||||||||||||
m/v BULK PANGAEA | $ | 21,207,761 | $ | 20,879,837 | Capitalized dry docking | 4,716,844 | 3,985,559 | ||||||||||||||||||||
m/v BULK DISCOVERY | 11,870,654 | 13,583,813 | 216,175,636 | 165,708,159 | |||||||||||||||||||||||
m/v BULK CAJUN | 6,053,450 | 6,566,227 | Accumulated depreciation and amortization | -21,579,365 | -12,076,025 | ||||||||||||||||||||||
m/v BULK PATRIOT | 14,802,541 | 13,573,298 | Vessels, vessel upgrades and capitalized dry docking, net | 194,596,271 | 153,632,134 | ||||||||||||||||||||||
m/v BULK JULIANA | 14,005,361 | 14,614,596 | |||||||||||||||||||||||||
m/v NORDIC ODYSSEY | 29,425,883 | 30,252,396 | Land and building | 2,541,085 | 2,541,085 | ||||||||||||||||||||||
m/v NORDIC ORION | 29,916,572 | 30,449,503 | Internal use software | 268,313 | 268,313 | ||||||||||||||||||||||
m/v BULK TRIDENT | 16,569,270 | 16,273,240 | Computers and equipment | 306,953 | 194,055 | ||||||||||||||||||||||
m/v BULK BEOTHUK | 13,280,825 | 13,732,350 | 3,116,351 | 3,003,453 | |||||||||||||||||||||||
m/v BULK NEWPORT | 14,871,461 | 15,339,224 | Accumulated depreciation | -558,733 | -447,214 | ||||||||||||||||||||||
m/v BULK PROVIDENCE | - | 10,114,377 | Other fixed assets, net | 2,557,618 | 2,556,239 | ||||||||||||||||||||||
m/v BULK LIBERTY | - | 9,217,410 | |||||||||||||||||||||||||
m/v NORDIC BOTHNIA | 7,406,137 | - | Total fixed assets, net | $ | 197,153,889 | $ | 156,188,373 | ||||||||||||||||||||
m/v NORDIC BARENTS | 7,862,978 | - | |||||||||||||||||||||||||
m/v NORDIC OSHIMA(1) | 33,709,143 | - | |||||||||||||||||||||||||
220,982,036 | 194,596,271 | ||||||||||||||||||||||||||
Other fixed assets, net | 4,197,226 | 2,557,618 | |||||||||||||||||||||||||
$ | 225,179,262 | $ | 197,153,889 | ||||||||||||||||||||||||
(1) The Company took delivery of the newbuilding m/v Nordic Oshima on September 25, 2014 | |||||||||||||||||||||||||||
Property Plant and Equipment Schedule of Significant Acquisitions [Table Text Block] | The Company’s fleet consists of the following: | ||||||||||||||||||||||||||
Vessel | Date Acquired | December 31, 2012 | Additions | December 31, 2013 | Accumulated | Carrying Amount | |||||||||||||||||||||
Depreciation | |||||||||||||||||||||||||||
m/v BULK PANGAEA | 21-Dec-09 | $ | 27,581,075 | $ | - | $ | 27,581,075 | $ | -6,701,238 | $ | 20,879,837 | ||||||||||||||||
m/v BULK DISCOVERY | 2-Mar-11 | 18,175,762 | -81,961 | 18,093,801 | -4,509,988 | 13,583,813 | |||||||||||||||||||||
m/v BULK CAJUN | 24-Jun-11 | 8,262,479 | 69,319 | 8,331,798 | -1,765,571 | 6,566,227 | |||||||||||||||||||||
m/v BULK PATRIOT | 6-Oct-11 | 15,350,000 | - | 15,350,000 | -1,776,702 | 13,573,298 | |||||||||||||||||||||
m/v BULK JULIANA | 25-Apr-12 | 14,750,000 | 918,366 | 15,668,366 | -1,053,770 | 14,614,596 | |||||||||||||||||||||
m/v NORDIC ODYSSEY | 17-Jun-12 | 32,272,785 | 3,753 | 32,276,538 | -2,024,142 | 30,252,396 | |||||||||||||||||||||
m/v NORDIC ORION | 17-Jun-12 | 32,272,785 | 76,128 | 32,348,913 | -1,899,410 | 30,449,503 | |||||||||||||||||||||
m/v BULK TRIDENT | 4-Sep-12 | 17,043,274 | 17,043,274 | -770,034 | 16,273,240 | ||||||||||||||||||||||
m/v BULK BEOTHUK | 19-Feb-13 | - | 14,243,327 | 14,243,327 | -510,977 | 13,732,350 | |||||||||||||||||||||
m/v BULK PROVIDENCE | 22-May-13 | - | 10,300,000 | 10,300,000 | -185,623 | 10,114,377 | |||||||||||||||||||||
m/v BULK LIBERTY | 6-Aug-13 | - | 9,392,563 | 9,392,563 | -175,153 | 9,217,410 | |||||||||||||||||||||
m/v BULK NEWPORT | 3-Sep-13 | - | 15,545,981 | 15,545,981 | -206,757 | 15,339,224 | |||||||||||||||||||||
$ | 165,708,159 | $ | 50,467,476 | $ | 216,175,636 | $ | -21,579,365 | $ | 194,596,271 | ||||||||||||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Schedule of Debt [Table Text Block] | Long-term debt consisted of the following at December 31: | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Total debt | $ | 100,759,063 | $ | 82,955,489 | |||||||||||||
Less: current portion | 16,065,483 | 13,390,382 | |||||||||||||||
84,693,580 | 69,565,107 | ||||||||||||||||
Unamortized bank fees | (1,391,159 | ) | (1,079,354 | ) | |||||||||||||
Secured long-term debt, net | $ | 83,302,421 | $ | 68,485,753 | |||||||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt consists of the following: | In April 2013, the Company executed a Senior Secured Post-Delivery Term Loan Facility that amended the Bulk Pangaea, Bulk Patriot, Bulk Trident, and Bulk Juliana Secured Notes. Amendments included the extension of the Bulk Pangaea secured note maturity date, and conversion of all loans from floating variable rate to a fixed interest rate. | |||||||||||||||
September 30, | December 31, | December 31, | |||||||||||||||
2014 | 2013 | 2013 | 2012 | ||||||||||||||
(unaudited) | |||||||||||||||||
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. The facility bore interest at LIBOR plus 4% (4.31%) at December 31, 2012 and was hedged through an interest rate swap agreement that expired in March 2012. (B) (C) (G) (H) | $ | 4,509,375 | $ | 5,562,500 | |||||||||||||
Bulk Pangaea Secured Note (1) | $ | 3,468,750 | $ | 4,509,375 | |||||||||||||
Bulk Discovery Secured Note (2) | 4,136,000 | 5,204,000 | Bulk Discovery Secured Note, initial amount of $9,120,000, entered into in February 2011, for the acquisition of the m/v Bulk Discovery. Loan requires repayment in 20 equal quarterly installments of $356,000 beginning in June 2011 with a balloon payment of $2,000,000 together with the last quarterly installment. Interest is fixed at a rate of 8.16%. (A) (D) | 5,204,000 | 6,628,000 | ||||||||||||
Bulk Patriot Secured Note (1) | 5,375,000 | 7,212,500 | |||||||||||||||
Bulk Cajun Secured Note (2) | 1,137,500 | 1,990,625 | Bulk Patriot Secured Note, initial amount of $12,000,000, entered into in September 2011, for the acquisition of the m/v Bulk Patriot. Loan requires repayment in 24 equal quarterly installments of $500,000 beginning in January 2012. The interest rate was fixed at 4.01% in April 2013 in conjunction with the post-delivery amendment discussed above. The facility bore interest at LIBOR plus 3.5% (3.81%) at December 31, 2012. (B) (C) (G) (J) | 7,212,500 | 9,662,500 | ||||||||||||
Bulk Trident Secured Note (1) | 7,968,750 | 8,925,000 | |||||||||||||||
Bulk Juliana Secured Note (1) | 5,408,333 | 6,422,395 | Bulk Cajun Secured Note, initial amount of $4,550,000, entered into in October 2011, for the acquisition of the m/v Bulk Cajun. Loan requires repayment in 16 equal quarterly installments of $284,375 beginning in January 2012 with a balloon payment of $2,000,000 together the last quarterly installment. Interest is fixed at 6.51% . (A) (D) | 1,990,625 | 3,412,500 | ||||||||||||
Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Loan Agreement (3) | 53,500,000 | 34,000,000 | |||||||||||||||
Bulk Atlantic Secured Note (2) | 7,980,000 | 8,250,000 | Long Wharf Construction to Term Loan, initial amount of $1,048,000, entered into in January 2011, to partially finance the construction of the Company’s corporate office building. Loan requires repayment of interest only, payable monthly commencing on March 1, 2011 through February 28, 2012; thereafter, principal and interest are 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% (3.03% and 3.43% at December 31, 2012 and December 31, 2011, respectively). The Company entered into an interest rate swap agreement, which matures January 2021, and fixes the interest rate at 6.63%. (E) | $ | 1,016,834 | $ | 1,034,260 | ||||||||||
Bulk Phoenix Secured Note (1) | 9,133,333 | 9,783,334 | |||||||||||||||
Term Loan Facility of USD 13,000,000 (Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd.) | 12,347,820 | - | Bulk Trident Secured Note, initial amount of $10,200,000, entered into in April 2012, for the acquisition of the m/v Bulk Trident. Loan 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. Interest was floating at LIBOR plus 3.5% (3.81%) at December 31, 2012. (B) (G) (J) | 8,925,000 | 9,881,250 | ||||||||||||
Long Wharf Construction to Term Loan | 1,002,920 | 1,016,834 | |||||||||||||||
Bulk Providence Secured Note (4) | - | 7,760,000 | Bulk Juliana Secured Note, initial amount of $8,112,500, entered into in April 2012, for the acquisition of the m/v Bulk Juliana. Loan 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. Interest was floating at LIBOR plus 3.75% (4.07%) at December 31, 2012. (B) (G) (K) | 6,422,395 | 7,774,479 | ||||||||||||
Bulk Liberty Secured Note (5) | - | 5,685,000 | |||||||||||||||
Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement, initial amount of $40,000,000, entered into on August 6, 2012, for the acquisition of the m/v Bulk Odyssey and the m/v Bulk Orion. The agreement requires repayment in 20 quarterly installments of $1,000,000 beginning in October 2012, with an additional $1,000,000 installment payable on the 5th, 9th and 17th installment dates and a balloon payment of $17,000,000 due with the final installment. Interest is floating at LIBOR plus 3.25% (3.56% at December 31, 2013 and 2012). (F) | 34,000,000 | 39,000,000 | |||||||||||||||
Total | 111,458,406 | 100,759,063 | |||||||||||||||
Less: current portion | -18,686,730 | -16,065,483 | Bulk Atlantic Secured Note, initial amount of $8,520,000, entered into on February 18, 2013, for the acquisition of m/v Bulk Beothuk. 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%. | $ | 8,250,000 | $ | - | ||||||||||
Less: unamortized bank fees | -1,051,730 | -1,391,159 | |||||||||||||||
Secured long-term debt | $ | 91,719,946 | $ | 83,302,421 | Bulk Providence Secured Note, initial amount of $8,000,000, entered into in May 2013, for the acquisition of m/v Bulk Providence. Loan requires repayment in 8 equal quarterly installments of $120,000, 16 equal quarterly installments of $190,000 and a balloon payment of $4,000,000 due in July 2019. Interest is fixed at 4.38%. (B)(G) | 7,760,000 | - | ||||||||||
Bulk Liberty Secured Note, initial amount of $5,685,000, entered into on July 2013, for the acquisition of m/v Bulk Liberty. Loan requires repayment in 19 equal quarterly installments of $149,605 beginning in January 2014 and a balloon payment of $2,842,505 due in February 2018. Interest is fixed at 7.06%. (A)(D) | 5,685,000 | - | |||||||||||||||
-1 | The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Trident Secured Note, the Bulk Juliana Secured Note, and the Bulk Phoenix Secured Note are cross-collateralized by the vessels m/v Bulk Juliana, m/v Bulk Patriot, m/v Bulk Trident, m/v Bulk Pangaea, and m/v Bulk Newport and are guaranteed by the Company. | ||||||||||||||||
-2 | The Bulk Discovery Secured Note, the Bulk Cajun Secured Note, and the Bulk Atlantic Secured Note are cross-collateralized by the vessels m/v Bulk Discovery, m/v Bulk Cajun, and m/v Bulk Beothuk and are guaranteed by the Company. | Bulk Phoenix Secured Note, initial amount of $10,000,000, entered into in May 2013, for the acquisition of m/v Bulk Newport. Loan 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%. (B)(G) | 9,783,334 | - | |||||||||||||
-3 | The Bulk Nordic Odyssey and the Bulk Nordic Orion Loan Agreement was amended on September 17, 2014, to provide for an additional advance to finance the acquisition of m/v Nordic Oshima. | ||||||||||||||||
-4 | The Bulk Providence Secured Note was repaid in connection with the sale of the m/v Bulk Providence on May 27, 2014. | Total | 100,759,063 | 82,955,489 | |||||||||||||
-5 | The Bulk Liberty Secured Note was repaid in connection with the sale of the m/v Bulk Liberty on July 4, 2014. | Less: current portion | 16,065,483 | 13,390,382 | |||||||||||||
Long term debt | $ | 84,693,580 | $ | 69,565,107 | |||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | The future minimum annual payments (excluding unamortized bank fees) under the debt agreements are as follows: | The future minimum annual payments under the debt agreements are as follows: | |||||||||||||||
Years ending September 30, | Years ending | ||||||||||||||||
December 31, | |||||||||||||||||
2015 | $ | 18,686,730 | |||||||||||||||
2016 | 19,323,468 | 2014 | $ | 16,065,483 | |||||||||||||
2017 | 30,994,082 | 2015 | 16,506,108 | ||||||||||||||
2018 | 11,971,926 | 2016 | 17,909,321 | ||||||||||||||
2019 | 8,765,181 | 2017 | 27,201,673 | ||||||||||||||
Thereafter | 21,717,019 | 2018 | 15,136,255 | ||||||||||||||
$ | 111,458,406 | Thereafter | 7,940,223 | ||||||||||||||
$ | 100,759,063 | ||||||||||||||||
DERIVATIVES_AND_FAIR_VALUE_MEA1
DERIVATIVES AND FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | The Company did not elect to designate the swap as a hedge at inception, pursuant to ASC 815, Derivatives and Hedging. Accordingly, changes in the fair value are recorded in current earnings in the accompanying consolidated statements of income. | The Company did not elect to designate the swap as a hedge at inception, pursuant to ASC 815, Derivatives and Hedging. Accordingly, changes in the fair value are recorded in current earnings in the accompanying consolidated statements of income. | ||||||||||||||||||||||||||
September 30, | December 31, | Derivative instruments are as follows: | ||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||||
(unaudited) | December 31, | |||||||||||||||||||||||||||
Interest rate swap agreement on: | 2013 | 2012 | ||||||||||||||||||||||||||
Long Wharf Construction to Term Loan: | Interest rate swap agreement on: | |||||||||||||||||||||||||||
Notional amount | $ | 1,001,329 | $ | 1,032,000 | Long Wharf Construction to Term Loan: | |||||||||||||||||||||||
Effective dates | 2/1/11-1/24/21 | 2/1/11-1/24/21 | ||||||||||||||||||||||||||
Fair value | -112,124 | -94,882 | Notional amount | $ | 1,032,000 | $ | 1,032,000 | |||||||||||||||||||||
Effective dates | 2/1/11-1/24/21 | 2/1/11-1/24/21 | ||||||||||||||||||||||||||
Fair value at year-end | -94,882 | -181,382 | ||||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | Balance at | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
December | ||||||||||||||||||||||||||||
Balance at September 30, 2014 | Level 1 | Level 2 | Level 3 | 31, 2013 | ||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||
Margin accounts | $ | 1,782,926 | $ | 1,782,926 | $ | - | $ | - | Margin accounts | $ | 1,062,439 | $ | 1,062,439 | $ | - | $ | - | |||||||||||
Interest rate swaps | -112,124 | - | -112,124 | - | Interest rate swaps | -94,882 | - | -94,882 | - | |||||||||||||||||||
Forward freight agreements | -225,355 | - | -225,355 | - | Forward freight agreements | 944,225 | - | 944,225 | - | |||||||||||||||||||
Fuel swap contracts | -1,146,230 | - | -1,146,230 | - | Fuel swap contracts | -209,506 | - | -209,506 | - | |||||||||||||||||||
Balance at December 31, 2013 | Level 1 | Level 2 | Level 3 | Balance at | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
December | ||||||||||||||||||||||||||||
Margin accounts | $ | 1,062,439 | $ | 1,062,439 | $ | - | $ | - | 31, 2012 | |||||||||||||||||||
Interest rate swaps | -94,882 | - | -94,882 | - | ||||||||||||||||||||||||
Forward freight agreements | 944,225 | - | 944,225 | - | Margin accounts | $ | 509,658 | $ | 509,658 | $ | - | $ | - | |||||||||||||||
Fuel swap contracts | -209,506 | - | -209,506 | - | Interest rate swaps | -181,382 | - | -181,382 | - | |||||||||||||||||||
Forward freight agreements | 167,710 | - | 167,710 | - | ||||||||||||||||||||||||
Fuel swap contracts | -448,510 | - | -448,510 | - | ||||||||||||||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||
Schedule of Related Party Transactions [Table Text Block] | December 31, | September 30, | Amounts and notes payable to related parties consist of the following: | |||||||||||||||||||||||
2013 | Activity | 2014 | ||||||||||||||||||||||||
Included in accounts payable and accrued expenses | (unaudited) | December 31, | December 31, | |||||||||||||||||||||||
on the consolidated balance sheets: | 2012 | Activity | 2013 | |||||||||||||||||||||||
To Founders | $ | 203,050 | $ | -203,050 | $ | - | Included in accounts payable and accrued expenses on the consolidated balance sheets: | |||||||||||||||||||
$ | 203,050 | $ | -203,050 | $ | - | To Founders | $ | 203,050 | $ | - | $ | 203,050 | ||||||||||||||
Affiliated companies (trade payables) | 91,284 | -91,284 | - | |||||||||||||||||||||||
Included in current related party debt on the consolidated balance sheets: | $ | 294,334 | $ | -91,284 | $ | 203,050 | ||||||||||||||||||||
Loan payable – 2011 Founders Note | $ | 4,325,000 | - | $ | 4,325,000 | |||||||||||||||||||||
Interest payable – 2011 Founders Note | 296,248 | -54,507 | i. | 241,741 | Included in current related party debt on the consolidated balance sheets: | |||||||||||||||||||||
Loan payable – BVH shareholder (STST) | 2,995,000 | - | 2,995,000 | Loan payable – STST (m/v Orion) | $ | 6,250,000 | -6,250,000 | I | $ | - | ||||||||||||||||
Loan payable to NBHC shareholder (STST) | - | 19,405,000 | ii. | 19,405,000 | Loan payable – STST (m/v Odyssey) | 6,250,000 | -6,250,000 | i | - | |||||||||||||||||
Loan payable to NBHC shareholder (ASO2020) | - | 19,404,972 | ii. | 19,404,972 | Loan payable – 2011 Founders Note | 4,325,000 | - | 4,325,000 | ||||||||||||||||||
$ | 7,616,248 | $ | 38,755,465 | $ | 46,371,713 | Interest payable in-kind – 2011 Founders Note | 341,916 | -45,668 | ii | 296,248 | ||||||||||||||||
Loan payable – 2012 Founders Note | 3,000,000 | -3,000,000 | iii | - | ||||||||||||||||||||||
Included in related party long-term debt on the consolidated balance sheets: | Interest payable in-kind – 2012 Founders Note | 228,407 | -228,407 | ii | - | |||||||||||||||||||||
Loan payable – BVH shareholder (STST) | - | 2,995,000 | iv | 2,995,000 | ||||||||||||||||||||||
Loan payable to NBHC shareholder (STST) | $ | 17,030,000 | $ | -17,030,000 | iii. | $ | - | Total current related party debt | $ | 20,395,323 | -12,779,075 | $ | 7,616,248 | |||||||||||||
Loan payable to NBHC shareholder (ASO2020) | 17,029,972 | -17,029,972 | iii. | - | ||||||||||||||||||||||
Less unamortized discount | -16,756,054 | 16,756,054 | iv. | - | Included in related party long-term debt on the consolidated balance sheets: | |||||||||||||||||||||
Total related party long-term debt | $ | 17,303,918 | $ | -17,303,918 | $ | - | Loan payable to NBHC shareholder (STST) | $ | - | 17,030,000 | i, v | $ | 17,030,000 | |||||||||||||
Loan payable to NBHC shareholder (ASO2020) | - | 17,029,972 | v, vi | 17,029,972 | ||||||||||||||||||||||
Less unamortized discount | - | -16,756,054 | v | -16,756,054 | ||||||||||||||||||||||
i. | Paid in cash | Total related party long-term debt | $ | - | 17,303,918 | $ | 17,303,918 | |||||||||||||||||||
ii. | Loans payable to NBHC shareholders STST and ASO2020, including additional borrowing on May 28, 2014. On April 1, 2014, the loans were amended to remove the maturity date and have therefore been reclassified as current. | |||||||||||||||||||||||||
i. | Loans payable to STST were converted to long-term debt in conjunction with the restructuring of Odyssey and Orion in 2013 (see Note 1). In 2013, STST provided an additional $4,530,000 (to NBHC) for a total of $17,030,000, which is payable in January 2023. | |||||||||||||||||||||||||
iii. | Balance at December 31, 2013 has been reclassified as current | ii. | Paid in cash | |||||||||||||||||||||||
iv. | Unamortized discount at December 31, 2013 was reduced by imputed interest of $322,946 which was recorded for the three months ended March 31, 2014, prior to the amendment of the loan. The net unamortized discount on April 1, 2014 of $16,433,109 has been recorded as a reduction of noncontrolling interest due to the debt modification. | iii. | Paid through issuance of convertible redeemable preferred stock | |||||||||||||||||||||||
iv. | BVH shareholder contribution of $5,000 and loan of $2,995,000 entered into for purposes of providing cash deposit on ultramax newbuildings. | |||||||||||||||||||||||||
v. | Non-interest bearing loans payable by NBHC to shareholders STST and ASO2020. Discount on loan payable is being amortized over the term of the loans, which are due January 2023. | |||||||||||||||||||||||||
vi. | ASO 2020 Maritime S.A. ("ASO2020") | |||||||||||||||||||||||||
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the three months ended September 30, | For the nine months ended September 30, | The computations of basic earnings per common share and diluted earnings per common share for 2013 and 2012 are as follows: | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Numerator: | (unaudited) | (unaudited) | (unaudited) | (unaudited) | Year Ended December 31, | ||||||||||||||||||
Net (loss) income attributable to Pangaea | 2013 | 2012 | |||||||||||||||||||||
Logistics Solutions Ltd. | $ | -2,909,607 | $ | 5,869,400 | $ | 4,913,603 | $ | 10,515,682 | |||||||||||||||
Less: dividends declared on convertible | Numerator: | ||||||||||||||||||||||
redeemable preferred stock | -2,739,068 | -2,941,600 | -6,303,748 | -5,769,050 | Net Income attributable to Bulk Partners (Bermuda) Ltd. | $ | 15,452,369 | $ | 13,853,879 | ||||||||||||||
Less: beneficial conversion | - | -2,386,745 | - | -5,748,464 | Less: dividends declared on convertible redeemable preferred stock | -6,288,456 | -4,187,985 | ||||||||||||||||
Less: settlement of accrued dividends | - | - | - | -45,843 | Less: modification of conversion price | - | -1,372,149 | ||||||||||||||||
Less: settlement of notes | - | - | - | -324,484 | Less: beneficial conversion | -8,959,421 | (i) | -4,584,271 | |||||||||||||||
Less: fair value adjustment | - | -2,395,255 | - | -5,409,840 | Less: settlement of accrued dividends | -45,843 | -1,185,050 | ||||||||||||||||
Total loss allocated to common stock | $ | -5,648,675 | $ | -1,854,200 | $ | -1,390,145 | $ | -6,781,999 | Less: settlement of notes | -1,429,217 | - | ||||||||||||
Less: fair value adjustment | -7,517,915 | -5,211,325 | |||||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted-average number of shares of | 87,329 | 87,329 | 87,329 | 87,329 | Total earnings allocated to common stock | $ | -8,788,483 | $ | -2,686,901 | ||||||||||||||
common stock outstanding | Denominator: | ||||||||||||||||||||||
Weighted-average number of shares of common stock outstanding | 87,329 | 87,329 | |||||||||||||||||||||
Basic EPS - common stock | $ | -64.68 | $ | -7.77 | $ | -15.92 | $ | -63.3 | |||||||||||||||
Diluted EPS - common stock | $ | -64.68 | $ | -7.77 | $ | -15.92 | $ | -63.3 | Basic and Diluted EPS - common stock | $ | -100.64 | $ | -30.77 | ||||||||||
(i) The fair value of the beneficial conversion adjustment to net income during the nine months ended September 30, 2013 for purposes of calculating EPS is $5,748,464. However, retained earnings was reduced by $3,823,325 | (i) | The fair value of the beneficial conversion adjustment to net income for purposes of calculating EPS is $8,959,421. However retained earnings was reduced by $4,927,423, with the remaining amount recorded as a reduction in APIC. | |||||||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||
Schedule of Cash and Cash Equivalents [Table Text Block] | Cash and cash equivalents include short-term deposits with an original maturity of less than three months. At December 31, cash and cash equivalents by type were as follows: | ||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Money market accounts – cash equivalents | $ | 17,622,598 | $ | 16,936,013 | |||||||||||||||
Cash (1) | 1,305,329 | 2,759,662 | |||||||||||||||||
Total | $ | 18,927,927 | $ | 19,695,675 | |||||||||||||||
(1) Consists of cash deposits at various major banks. | |||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Advance hire, prepaid expenses and other current assets were comprised of the following: | At December 31, advance hire, prepaid expenses and other current assets were comprised of the following: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||||
2014 | 2013 | 2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||||
Advance hire | $ | 5,664,781 | 8,788,882 | Advance hire | $ | 8,788,882 | $ | 7,128,846 | |||||||||||
Prepaid expenses | 1,102,270 | 514,169 | Prepaid expenses | 514,169 | 1,149,729 | ||||||||||||||
Margin account deposit | 1,782,926 | 1,062,439 | Other current assets | 3,441,074 | 1,495,849 | ||||||||||||||
Other current assets | 2,366,115 | 2,378,635 | Total | $ | 12,744,125 | $ | 9,774,424 | ||||||||||||
Total | $ | 10,916,092 | $ | 12,744,125 | |||||||||||||||
Schedule Of Deferred Financing Costs [Table Text Block] | Amortization of the deferred financing costs is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | ||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Deferred financing costs | $ | 2,393,517 | $ | 1,470,868 | |||||||||||||||
Less accumulated amortization | -1,050,808 | -565,124 | |||||||||||||||||
Net deferred financing costs | 1,342,709 | 905,744 | |||||||||||||||||
Amortization of deferred financing costs | $ | 485,684 | $ | 289,246 | |||||||||||||||
Schedule Of Bank Fees [Table Text Block] | Amortization of the bank fees is included as a component of interest expense in the consolidated statements of income. The components of net deferred financing costs are as follows: | ||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Bank fees paid to financial institutions | $ | 2,316,750 | $ | 1,540,700 | |||||||||||||||
Less: accumulated amortization | -925,591 | -461,346 | |||||||||||||||||
Unamortized bank fees | 1,391,159 | 1,079,354 | |||||||||||||||||
Amortization included in interest expense | $ | 464,245 | $ | 302,979 | |||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable, accrued expenses and other current liabilities were comprised of the following: | The components of accounts payable and accrued expenses are as follows: | |||||||||||||||||
September 30, | December 31, | December 31, | |||||||||||||||||
2014 | 2013 | 2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||||
Accounts payable | $ | 35,789,564 | 39,201,642 | Accounts payable | $ | 39,201,642 | $ | 20,529,469 | |||||||||||
Accrued expenses | 3,427,481 | 3,839,531 | Accrued voyage expenses | 3,839,531 | 4,484,588 | ||||||||||||||
Other current liabilities | 1,406,178 | 2,837,205 | Accrued interest | 716,575 | 570,073 | ||||||||||||||
Total | $ | 40,623,223 | $ | 45,878,378 | Other accrued liabilities | 1,123,640 | 2,369,633 | ||||||||||||
Total | $ | 44,881,388 | $ | 27,953,763 | |||||||||||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | At December 31, 2013 and 2012, the Company has ten fixed rate debt facilities. The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows: | ||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Carrying amount of long-term debt | $ | 83,046,146 | $ | 10,040,500 | |||||||||||||||
Fair value of long-term debt | 85,855,343 | 10,805,290 | |||||||||||||||||
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | These revisions, as summarized in the tables below, had no effect on the Company’s previously reported consolidated income or total shareholders’ equity. | ||||||||||||||||||
December 31, 2012 | |||||||||||||||||||
As Reported | Adjustment | As Revised | |||||||||||||||||
Additional paid-in capital | $ | 5,284,042 | $ | -5,087,007 | $ | 197,035 | |||||||||||||
Retained earnings (accumulated deficit) | -4,912,622 | 5,087,007 | 174,385 | ||||||||||||||||
Earnings per common share: | |||||||||||||||||||
Basic | 90.33 | -121.1 | -30.77 | ||||||||||||||||
Diluted | 90.33 | -121.1 | -30.77 | ||||||||||||||||
CONVERTIBLE_REDEEMABLE_PREFERR1
CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK AND NON-CONTROLLING INTEREST (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||||||||||||||||
Schedule of Dividends Payable [Table Text Block] | Dividends payable consist of the following: | |||||||||||||||||||||||||
2008 | 2011 | 2012 | 2012 | 2012 | 2013 | 2013 | Total | |||||||||||||||||||
common | convertible | common | preferred | common | common | Odyssey | ||||||||||||||||||||
stock | redeemable | stock | stock catch- | stock | stock | and Orion | ||||||||||||||||||||
dividend | preferred | special | up dividend | dividend | dividend | dividend | ||||||||||||||||||||
stock | dividend | |||||||||||||||||||||||||
dividend | ||||||||||||||||||||||||||
Balance at December 31, 2011 | $ | 5,897,700 | $ | 1,852,885 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 7,750,585 | ||||||||||
Gross amount of dividend accrued | - | - | 9,100,000 | 167,305 | 6,000,000 | - | - | 15,267,305 | ||||||||||||||||||
Paid in kind | -2,123,575 | -1,852,885 | -2,201,425 | - | -6,000,000 | - | - | -12,177,885 | ||||||||||||||||||
Paid in cash | -1,000,000 | - | - | - | - | - | - | -1,000,000 | ||||||||||||||||||
Balance at December 31, 2012 | 2,774,125 | - | 6,898,575 | 167,305 | - | - | - | 9,840,005 | ||||||||||||||||||
Gross amount of dividend accrued | - | - | - | - | - | 12,700,000 | 1,081,469 | 13,781,469 | ||||||||||||||||||
Paid in kind | - | - | - | -167,305 | - | - | - | -167,305 | ||||||||||||||||||
Paid in cash | -100,000 | - | - | - | - | - | -176,666 | -276,666 | ||||||||||||||||||
Balance at December 31, 2013 | $ | 2,674,125 | $ | - | $ | 6,898,575 | $ | - | $ | - | $ | 12,700,000 | $ | 904,803 | $ | 23,177,503 | ||||||||||
Basis_of_Presentation_and_Gene2
Basis of Presentation and General Information (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basis Of Presentation And General Information [Line Items] | |||
Advance hire | $5,664,781 | $8,788,882 | $7,128,846 |
Prepaid expenses | 1,102,270 | 514,169 | 1,149,729 |
Margin account deposit | 1,782,926 | 1,062,439 | |
Other current assets | 2,366,115 | 2,378,635 | 1,495,849 |
Total | $10,916,092 | $12,744,125 | $9,774,424 |
Basis_of_Presentation_and_Gene3
Basis of Presentation and General Information (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basis Of Presentation And General Information [Line Items] | |||
Accounts payable | $35,789,564 | $39,201,642 | $20,529,469 |
Accrued expenses | 3,427,481 | 3,839,531 | 4,484,588 |
Other current liabilities | 1,406,178 | 2,837,205 | |
Total | $40,623,223 | $45,878,378 | $27,953,763 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | |||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | $197,153,889 | $225,179,262 | $156,188,373 | ||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 216,175,636 | 165,708,159 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 50,467,476 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -21,579,365 | 12,076,025 | |||
Vessels And Vessel Improvements Property Plant And Equipement Net | 194,596,271 | 153,632,134 | |||
mv BULK PANGAEA [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 20,879,837 | 21,207,761 | |||
Property Plant And Equipement Acquisition Date | 21-Dec-09 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 27,581,075 | 27,581,075 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 0 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -6,701,238 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 20,879,837 | ||||
mv BULK DISCOVERY [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 13,583,813 | 11,870,654 | |||
Property Plant And Equipement Acquisition Date | 2-Mar-11 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 18,093,801 | 18,175,762 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | -81,961 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -4,509,988 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 13,583,813 | ||||
mv BULK CAJUN [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 6,566,227 | 6,053,450 | |||
Property Plant And Equipement Acquisition Date | 24-Jun-11 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 8,331,798 | 8,262,479 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 69,319 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -1,765,571 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 6,566,227 | ||||
mv BULK PATRIOT [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 13,573,298 | 14,802,541 | |||
Property Plant And Equipement Acquisition Date | 6-Oct-11 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 15,350,000 | 15,350,000 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 0 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -1,776,702 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 13,573,298 | ||||
mv BULK JULIANA [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 14,614,596 | 14,005,361 | |||
Property Plant And Equipement Acquisition Date | 25-Apr-12 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 15,668,366 | 14,750,000 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 918,366 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -1,053,770 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 14,614,596 | ||||
mv NORDIC ODYSSEY [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 30,252,396 | 29,425,883 | |||
Property Plant And Equipement Acquisition Date | 17-Jun-12 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 32,276,538 | 32,272,785 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 3,753 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -2,024,142 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 30,252,396 | ||||
mv NORDIC ORION [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 30,449,503 | 29,916,572 | |||
Property Plant And Equipement Acquisition Date | 17-Jun-12 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 32,348,913 | 32,272,785 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 76,128 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -1,899,410 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 30,449,503 | ||||
mv BULK TRIDENT [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 16,273,240 | 16,569,270 | |||
Property Plant And Equipement Acquisition Date | 4-Sep-12 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 17,043,274 | 17,043,274 | |||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -770,034 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 16,273,240 | ||||
mv BULK BEOTHUK [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 13,732,350 | 13,280,825 | |||
Property Plant And Equipement Acquisition Date | 19-Feb-13 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 14,243,327 | 0 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 14,243,327 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -510,977 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 13,732,350 | ||||
mv BULK NEWPORT [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 15,339,224 | 14,871,461 | |||
Property Plant And Equipement Acquisition Date | 3-Sep-13 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 15,545,981 | 0 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 15,545,981 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -206,757 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 15,339,224 | ||||
mv BULK PROVIDENCE [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 10,114,377 | 0 | |||
Property Plant And Equipement Acquisition Date | 22-May-13 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 10,300,000 | 0 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 10,300,000 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -185,623 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 10,114,377 | ||||
mv BULK LIBERTY [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 9,217,410 | 0 | |||
Property Plant And Equipement Acquisition Date | 6-Aug-13 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 9,392,563 | 0 | |||
Vessels And Vessel Improvements Property Plant And Equipement Additions | 9,392,563 | ||||
Accumulated Depreciation Depletion And Amortization Vessel Improvements | -175,153 | ||||
Vessels And Vessel Improvements Property Plant And Equipement Net | 9,217,410 | ||||
mv NORDIC BOTHNIA [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 0 | 7,406,137 | |||
mv NORDIC BARENTS [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 0 | 7,862,978 | |||
mv NORDIC OSHIMA [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 0 | [1] | 33,709,143 | [1] | |
Dry Bulk Vessels16 [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | 194,596,271 | 220,982,036 | |||
Other fixed assets, net [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Net | $2,557,618 | $4,197,226 | |||
[1] | The Company took delivery of the newbuilding m/v Nordic Oshima on September 25, 2014 |
Fixed_Assets_Details_1
Fixed Assets (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Vessels And Vessel Improvements Property Plant And Equipement Gross | $216,175,636 | $165,708,159 | |
Accumulated depreciation and amortization | 21,579,365 | -12,076,025 | |
Vessels, vessel upgrades and capitalized dry docking, net | 194,596,271 | 153,632,134 | |
Property, Plant and Equipment, Gross | 3,116,351 | 3,003,453 | |
Accumulated depreciation | -558,733 | -447,214 | |
Other fixed assets, net | 2,557,618 | 2,556,239 | |
Total fixed assets, net | 225,179,262 | 197,153,889 | 156,188,373 |
Vessels and Vessel upgrades [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 211,458,792 | 161,722,600 | |
Capitalized Dry Docking [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Vessels And Vessel Improvements Property Plant And Equipement Gross | 4,716,844 | 3,985,559 | |
Land and Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,541,085 | 2,541,085 | |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 268,313 | 268,313 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $306,953 | $194,055 |
Fixed_Assets_Details_Textual
Fixed Assets (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Net | $225,179,262 | $197,153,889 | $156,188,373 | |
Aggregate Carrying Value Of Vessels | 53,900,000 | |||
Aggregated Estimated Market Of Vessels | 29,100,000 | |||
Payment For Purchase of Vessels | 38,288,452 | 75,588,933 | 49,736,191 | 96,768,542 |
Payments to Acquire Buildings | 6,960,499 | 0 | 31,900,000 | 0 |
Property, Plant and Equipment, Estimated Useful Lives | the Company determined that the remaining useful life of the m/v Bulk Cajun should be extended beyond its original estimate end of life (2014) to 2017. | |||
Property, Plant and Equipment, Useful Life | 5 years | |||
Vessel and Vessel Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Net | 30,190,224 | 27,074,656 | ||
Panamax Vessels [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Payment For Purchase of Vessels | 49,482,000 | 96,300,000 | ||
Payments to Acquire Buildings | 26,100,000 | |||
Number of Vessels | 4 | |||
Ultramax Vessels [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Payments to Acquire Buildings | $5,790,000 | |||
Number of Vessels | 2 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Long-term Debt [Line Items] | |||
Total debt | $111,458,406 | $100,759,063 | $82,955,489 |
Less: current portion | -18,686,730 | -16,065,483 | 13,390,382 |
Long-term Debt, Excluding Current Maturities | 69,565,107 | ||
Less: unamortized bank fees | -1,051,730 | -1,391,159 | -1,079,354 |
Secured long-term debt, net | $91,719,946 | $83,302,421 | $68,485,753 |
Longterm_Debt_Details_1
Long-term Debt (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Long-term Debt [Line Items] | ||||||
Secured Debt | $111,458,406 | $100,759,063 | $82,955,489 | |||
Less: current portion | -18,686,730 | -16,065,483 | 13,390,382 | |||
Less: unamortized bank fees | -1,051,730 | -1,391,159 | -1,079,354 | |||
Secured long-term debt | 91,719,946 | 83,302,421 | 68,485,753 | |||
Long term debt | 69,565,107 | |||||
Bulk Pangaea Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 3,468,750 | [1] | 4,509,375 | [1] | 5,562,500 | [2],[3],[4],[5] |
Bulk Discovery Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 4,136,000 | [6] | 5,204,000 | [6] | 6,628,000 | [7],[8] |
Bulk Patriot Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 5,375,000 | [1] | 7,212,500 | [1] | 9,662,500 | [2],[3],[4],[9] |
Bulk Cajun Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 1,137,500 | [6] | 1,990,625 | [6] | 3,412,500 | [7] |
Bulk Trident Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 7,968,750 | [1] | 8,925,000 | [1] | 9,881,250 | [2],[3],[9] |
Bulk Juliana Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 5,408,333 | [1] | 6,422,395 | [1] | 7,774,479 | [10],[2],[3] |
Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Debt Agreement [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 53,500,000 | [11] | 34,000,000 | [11] | 39,000,000 | [12] |
Bulk Atlantic Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 7,980,000 | [6] | 8,250,000 | [6] | 0 | |
Bulk Phoenix Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 9,133,333 | [1] | 9,783,334 | [1] | 0 | [2],[3] |
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 12,347,820 | 0 | ||||
Long Wharf Construction to Term Debt [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 1,002,920 | 1,016,834 | 1,034,260 | [13] | ||
Bulk Providence Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | 0 | [14] | 7,760,000 | [14] | 0 | [2],[3] |
Bulk Liberty Secured Note [Member] | ||||||
Long-term Debt [Line Items] | ||||||
Secured Debt | $0 | [15] | $5,685,000 | [15] | $0 | |
[1] | The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Trident Secured Note, the Bulk Juliana Secured Note, and the Bulk Phoenix Secured Note are cross-collateralized by the vessels m/v Bulk Juliana, m/v Bulk Patriot, m/v Bulk Trident, m/v Bulk Pangaea, and m/v Bulk Newport and are guaranteed by the Company. | |||||
[2] | The Bulk Pangaea Secured Note, the Bulk Patriot Secured Note, the Bulk Juliana Secured Note, the Bulk Trident Secured Note, the Bulk Providence Secured Note and the Bulk Newport Secured Note are cross-collateralized by the vessels Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Trident, Bulk Providence and Bulk Phoenix and are guaranteed by the Company. | |||||
[3] | This secured note may require mandatory additional principal payments based on the operating cash flows of the related vessel. | |||||
[4] | The Bulk Pangaea Secured Note and the Bulk Patriot Secured Note contain financial covenants that, among other things, limit the Companybs consolidated leverage ratio, as defined; requires the Company to maintain a minimum consolidated net worth, as defined; requires the Company to maintain a minimum consolidated debt service coverage ratio, as defined; and requires the Company to maintain a consolidated minimum liquidity, as defined. | |||||
[5] | The Bulk Pangaea Secured Note was amended in April 2013. Amendments included the extension of the loan maturity date to January 2017 and the conversion of the interest rate from a floating variable rate to a fixed interest rate of 3.96%. | |||||
[6] | The Bulk Discovery Secured Note, the Bulk Cajun Secured Note, and the Bulk Atlantic Secured Note are cross-collateralized by the vessels m/v Bulk Discovery, m/v Bulk Cajun, and m/v Bulk Beothuk and are guaranteed by the Company. | |||||
[7] | The Bulk Cajun Secured Note, the Bulk Discovery Secured Note, the Bulk Atlantic Secured Note and the Bulk Liberty Secured Note are cross-collateralized by the vessels Bulk Discovery, Bulk Cajun, Bulk Beothuk and Bulk Liberty and are guaranteed by the Company. | |||||
[8] | The Bulk Discovery Secured Note, the Bulk Cajun Secured Note, the Bulk Atlantic Secured Note and the Bulk Liberty Secured Note contain 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, these notes contain 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 bankbs prior consent. It also requires minimum collateral maintenance, which is tested at the discretion of the lender. | |||||
[9] | The Bulk Trident Secured Note was amended in April 2013 resulting in the conversion of the interest rate from a floating variable rate to a fixed interest rate of 4.29%. | |||||
[10] | The Bulk Juliana Secured Note was amended in April 2013 resulting in the conversion of the interest rate from a floating variable rate to a fixed interest rate of 4.38%. | |||||
[11] | The Bulk Nordic Odyssey and the Bulk Nordic Orion Loan Agreement was amended on September 17, 2014, to provide for an additional advance to finance the acquisition of m/v Nordic Oshima. | |||||
[12] | The Bulk Nordic Orion and the Bulk Nordic Odyssey Loan Agreement (bthe Agreementb), is secured by first preferred mortgages on the m/v Bulk Orion and the m/v Bulk Odyssey, the assignment of the earnings, insurances and requisite compensation of the two entities, and by guarantees of their shareholders. Additionally, the Agreement contains one financial covenant that requires the Company to maintain minimum liquidity in addition to 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. | |||||
[13] | The Construction 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 Company was also required to provide a cash deposit as collateral for the note, which was classified in other non-current assets as of December 31, 2011 in the consolidated balance sheet. At completion of the construction in April 2012, the cash deposit was released to the Company. The Construction Loan contains one financial covenant that requires the Company to maintain a minimum debt service coverage ratio. | |||||
[14] | The Bulk Providence Secured Note was repaid in connection with the sale of the m/v Bulk Providence on May 27, 2014. | |||||
[15] | The Bulk Liberty Secured Note was repaid in connection with the sale of the m/v Bulk Liberty on July 4, 2014. |
Longterm_Debt_Details_2
Long-term Debt (Details 2) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Long-term Debt [Line Items] | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $18,686,730 | $16,065,483 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 19,323,468 | 16,506,108 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 30,994,082 | 17,909,321 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 11,971,926 | 27,201,673 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 8,765,181 | 15,136,255 |
Thereafter | 21,717,019 | 7,940,223 |
Long-term Debt | $111,458,406 | $100,759,063 |
Longterm_Debt_Details_Textual
Long-term Debt (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Nov. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 15, 2013 | Apr. 30, 2013 | Dec. 31, 2009 | Sep. 30, 2011 | Apr. 30, 2012 | |
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||||||||
Long-term Line of Credit | $6,500,000 | |||||||||||
Bulk Juliana Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.38% | |||||||||||
Bulk Phoenix Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 10,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.09% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 1,816,659 | |||||||||||
Bulk Providence Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 8,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.38% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 4,000,000 | |||||||||||
Bulk Cajun Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 4,550,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.51% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,000,000 | |||||||||||
Bulk Discovery Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 9,120,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.16% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,000,000 | |||||||||||
Bulk Atlantic Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 8,520,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.46% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 4,260,000 | |||||||||||
Bulk Liberty Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 5,685,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.06% | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,842,505 | |||||||||||
Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 40,000,000 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 20 | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 17,000,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | 3.25% | ||||||||||
Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | Twenty Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | |||||||||||
Bulk Nordic Odyssey and Bulk Nordic Orion Loan Agreement [Member] | Additional Installment Payable on Three installment dates [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | |||||||||||
Bulk Nordic Odyssey, Bulk Nordic Orion and Bulk Nordic Oshima Debt Agreement [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 22,500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.48% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 375,000 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 28 | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 12,000,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||
Long Wharf Construction to Term Debt [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 1,048,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.63% | 3.03% | 3.43% | |||||||||
Debt Instrument, Frequency of Periodic Payment | 25 year | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.73% | |||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 2.85% | |||||||||||
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 13,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.48% | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 22 | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,750,000 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
Long-term Line of Credit | 6,500,000 | |||||||||||
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | Twenty Two Equal Quarterly Installments Per Borrower [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 163,045 | |||||||||||
Nordic Bulk Barents Ltd. and Nordic Bulk Bothnia Ltd [Member] | One Installment Per Borrower [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 163,010 | |||||||||||
Secured Debt [Member] | Senior Secured Post-Delivery Term Loan Facility [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 30,300,000 | |||||||||||
Proceeds from Issuance of Debt | 10,000,000 | 8,000,000 | ||||||||||
Secured Debt [Member] | Bulk Pangaea Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 12,250,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.96% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 346,875 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 15 | |||||||||||
Secured Debt [Member] | Bulk Patriot Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 12,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.01% | 3.96% | 4.01% | |||||||||
Debt Instrument, Periodic Payment, Principal | 500,000 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 24 | |||||||||||
Secured Debt [Member] | Bulk Trident Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 10,200,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.29% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 318,750 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 24 | |||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | 2,550,000 | |||||||||||
Secured Debt [Member] | Bulk Juliana Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Face Amount | 8,112,500 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.38% | |||||||||||
Debt Instrument, Periodic Payment, Principal | 338,021 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 24 | |||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | 7 | |||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | Seven Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 216,667 | |||||||||||
Secured Debt [Member] | Bulk Phoenix Secured Note [Member] | Sixteen Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 416,667 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 16 | |||||||||||
Secured Debt [Member] | Bulk Providence Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | 8 | |||||||||||
Secured Debt [Member] | Bulk Providence Secured Note [Member] | Sixteen Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 190,000 | |||||||||||
Secured Debt [Member] | Bulk Providence Secured Note [Member] | Eight Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 120,000 | |||||||||||
Secured Debt [Member] | Bulk Cajun Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 284,375 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 16 | |||||||||||
Secured Debt [Member] | Bulk Discovery Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 356,000 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 20 | |||||||||||
Secured Debt [Member] | Bulk Atlantic Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | 8 | |||||||||||
Secured Debt [Member] | Bulk Atlantic Secured Note [Member] | Eight Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 90,000 | |||||||||||
Secured Debt [Member] | Bulk Atlantic Secured Note [Member] | Twelve Equal Quarterly Installments [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | 295,000 | |||||||||||
Secured Debt [Member] | Bulk Liberty Secured Note [Member] | ||||||||||||
Long-term Debt [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $149,605 | |||||||||||
Debt Instrument, Frequency of Periodic Payment | 19 |
Derivative_Instruments_and_Fai
Derivative Instruments and Fair Value Measurements (Details) (USD $) | 12 Months Ended | 9 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Inception Date | 1-Feb-11 | 1-Feb-11 | |
Derivative, Maturity Date | 24-Jan-21 | 24-Jan-21 | |
Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fair value | -94,882 | -181,382 | |
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Notional Amount | 1,032,000 | 1,032,000 | 1,001,329 |
Derivative, Inception Date | 1-Feb-11 | ||
Derivative, Maturity Date | 24-Jan-21 | ||
Fair value | -94,882 | -181,382 | ($112,124) |
Derivative_Instruments_and_Fai1
Derivative Instruments and Fair Value Measurements (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fuel [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | $0 | ||
Margin Accounts [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 1,782,926 | 1,062,439 | 509,658 |
Margin Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Margin Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 1,782,926 | 1,062,439 | 509,658 |
Margin Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Interest Rate Swap [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -112,124 | -94,882 | -181,382 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -112,124 | -94,882 | -181,382 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Forward Freight Agreements [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -225,355 | 944,225 | 167,710 |
Forward Freight Agreements [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -225,355 | 944,225 | 167,710 |
Forward Freight Agreements [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Forward Freight Agreements [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | 0 |
Fuel Swap Contracts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | |
Fuel Swap Contracts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | |
Fuel Swap Contracts [Member] | Fuel [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -1,146,230 | -209,506 | -448,510 |
Fuel Swap Contracts [Member] | Fuel [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | -1,146,230 | -209,506 | -448,510 |
Fuel Swap Contracts [Member] | Fuel [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | 0 | 0 | |
Fuel Swap Contracts [Member] | Fuel [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Fair Value, Net Asset (Liability) | $0 |
Derivative_Instruments_and_Fai2
Derivative Instruments and Fair Value Measurements (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Interest Rate Swap [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative Liability | $112,000 | $112,000 | $95,000 | |||
Not Designated as Hedging Instrument [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative, Fixed Interest Rate | 6.63% | 6.63% | 6.63% | 6.63% | ||
Derivative Liability | 94,882 | 181,382 | ||||
Derivative, Gain (Loss) on Derivative, Net | -17,000 | 86,500 | 6,000 | |||
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative Liability | 225,000 | 225,000 | ||||
Derivative Asset | 944,000 | 168,000 | ||||
Derivative, Gain (Loss) on Derivative, Net | 764,000 | 963,000 | -1,169,000 | 125,000 | 776,500 | 350,000 |
Not Designated as Hedging Instrument [Member] | Swap [Member] | Fuel [Member] | ||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||||
Derivative Liability | 1,146,000 | 1,146,000 | 209,500 | 449,000 | ||
Derivative, Gain (Loss) on Derivative, Net | ($1,315,000) | $917,000 | ($937,000) | $84,000 | $239,000 | $6,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | ||||
Dec. 02, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Jan. 31, 2013 | Feb. 28, 2013 | |
Commitments and Contingencies [Line Items] | ||||||
Time Deposits | $750,000 | |||||
Deposit Paid On Delivery | 13,500,000 | |||||
Long-term Line of Credit | 6,500,000 | |||||
Two Tranches [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Long-term Line of Credit | 13,000,000 | |||||
Second Installement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Purchase Price Due And Payable Percentage Of Vessels | 5.00% | 10.00% | ||||
Third Installement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Purchase Price Due And Payable Percentage Of Vessels | 10.00% | 5.00% | ||||
Fourth Installement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Purchase Price Due And Payable Percentage Of Vessels | 10.00% | |||||
Four Ice Class 1A Panamax Vessels [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Contractual Obligation | 32,600,000 | |||||
First Two Vessels [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Time Deposits | 6,520,000 | |||||
Third Vessels [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Time Deposits | 6,520,000 | |||||
Fourth Vessels [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Time Deposits | 6,520,000 | |||||
Two Ultramax Vessels [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Contractual Obligation | 28,950,000 | |||||
Nordic Bothnia And Nordic Barents [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Contractual Obligation | 15,000,000 | |||||
Bulk Ventures Holding Company Ltd [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Time Deposits | 2,895,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 9 Months Ended | ||||
Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Related Party Transaction [Line Items] | ||||||
Beginning balance | $20,395,323 | |||||
Ending balance | 7,616,248 | 46,371,713 | ||||
Debt Instrument, Unamortized Discount | -16,433,109 | |||||
Due to Related Parties, Noncurrent | 17,303,918 | 0 | 0 | |||
Proceeds from (Repayments of) Related Party Debt | 17,303,918 | |||||
Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 203,050 | 203,050 | 294,334 | |||
Ending balance | 203,050 | 0 | 294,334 | |||
Proceeds from (Repayments of) Related Party Debt | -91,284 | -203,050 | ||||
Accounts Payable and Accrued Liabilities [Member] | Affiliated Companies [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 91,284 | |||||
Ending balance | 0 | 91,284 | ||||
Proceeds from (Repayments of) Related Party Debt | -91,284 | |||||
Related Party Long-term Debt [Member] | Loans Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Unamortized Discount | -16,756,054 | 0 | ||||
Proceeds from (Repayments of) Related Party Debt | -16,756,054 | [1] | -17,303,918 | |||
Related Party Long-term Debt [Member] | Loans Payable [Member] | Loan Payable NBHC shareholder STST [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties Noncurrent Before Unamortized Discount | 17,030,000 | 0 | 0 | |||
Proceeds from (Repayments of) Related Party Debt | 17,030,000 | [1],[2] | -17,030,000 | [3] | ||
Related Party Long-term Debt [Member] | Loans Payable [Member] | Loan Payable NBHC shareholder ASO2020 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties Noncurrent Before Unamortized Discount | 17,029,972 | 0 | 0 | |||
Proceeds from (Repayments of) Related Party Debt | 17,029,972 | [1],[4] | -17,029,972 | [3] | ||
Related Party Long-term Debt [Member] | Loans Payable [Member] | Total Related Long Term Loans Noncurrent [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Unamortized Discount | -16,756,054 | 0 | ||||
Due to Related Parties, Noncurrent | 17,303,918 | 0 | ||||
Proceeds from (Repayments of) Related Party Debt | 16,756,054 | [5] | ||||
Related Party Debt Current [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 20,395,323 | |||||
Ending balance | 7,616,248 | 20,395,323 | ||||
Proceeds from (Repayments of) Related Party Debt | -12,779,075 | |||||
Related Party Debt Current [Member] | Loans Payable [Member] | Loan Payable Two Thousand Eleven Founders Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 4,325,000 | 4,325,000 | 4,325,000 | |||
Ending balance | 4,325,000 | 4,325,000 | 4,325,000 | |||
Proceeds from (Repayments of) Related Party Debt | 0 | 0 | ||||
Related Party Debt Current [Member] | Loans Payable [Member] | Interest Payable Two Thousand Eleven Founders Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 296,248 | 296,248 | 341,916 | |||
Ending balance | 296,248 | 241,741 | 341,916 | |||
Proceeds from (Repayments of) Related Party Debt | -45,668 | [6] | -54,507 | [6] | ||
Related Party Debt Current [Member] | Loans Payable [Member] | Loan Payable BVH shareholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 2,995,000 | 2,995,000 | 0 | |||
Ending balance | 2,995,000 | 2,995,000 | 0 | |||
Proceeds from (Repayments of) Related Party Debt | 2,995,000 | [7] | 0 | |||
Related Party Debt Current [Member] | Loans Payable [Member] | Loan Payable NBHC shareholder STST [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 0 | |||||
Ending balance | 19,405,000 | 0 | ||||
Proceeds from (Repayments of) Related Party Debt | 19,405,000 | [8] | ||||
Related Party Debt Current [Member] | Loans Payable [Member] | Loan Payable NBHC shareholder ASO2020 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 0 | |||||
Ending balance | 19,404,972 | 0 | ||||
Proceeds from (Repayments of) Related Party Debt | 19,404,972 | [8] | ||||
Related Party Debt Current [Member] | Loans Payable [Member] | Related Long Term Loans Current [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 7,616,248 | |||||
Ending balance | 46,371,713 | 7,616,248 | ||||
Proceeds from (Repayments of) Related Party Debt | 38,755,465 | |||||
Related Party Debt Current [Member] | Loans Payable [Member] | Interest Payable Two Thousand Twelve Founders Note Member [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 228,407 | |||||
Ending balance | 0 | 228,407 | ||||
Proceeds from (Repayments of) Related Party Debt | -228,407 | [6] | ||||
Related Party Debt Current [Member] | Loans Payable [Member] | Loan Payable Two Thousand Eleven Twelve Note Member [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 3,000,000 | |||||
Ending balance | 0 | 3,000,000 | ||||
Proceeds from (Repayments of) Related Party Debt | -3,000,000 | [9] | ||||
Founder [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 203,050 | 203,050 | ||||
Ending balance | 0 | 203,050 | ||||
Proceeds from (Repayments of) Related Party Debt | 0 | -203,050 | ||||
STST [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Ending balance | 17,030,000 | |||||
STST [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | Orion [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 6,250,000 | |||||
Ending balance | 6,250,000 | |||||
Proceeds from (Repayments of) Related Party Debt | -6,250,000 | |||||
STST [Member] | Related Party Debt Current [Member] | Loans Payable [Member] | Odyssey [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Beginning balance | 6,250,000 | |||||
Ending balance | 6,250,000 | |||||
Proceeds from (Repayments of) Related Party Debt | ($6,250,000) | |||||
[1] | Non-interest bearing loans payable by NBHC to shareholders STST and ASO2020. Discount on loan payable is being amortized over the term of the loans, which are due January 2023. | |||||
[2] | Loans payable to STST were converted to long-term debt in conjunction with the restructuring of Odyssey and Orion in 2013 (see Note 1). In 2013, STST provided an additional $4,530,000 (to NBHC) for a total of $17,030,000, which is payable in January 2023. | |||||
[3] | Balance at December 31, 2013 has been reclassified as current | |||||
[4] | ASO 2020 Maritime S.A. ("ASO2020") | |||||
[5] | Unamortized discount at December 31, 2013 was reduced by imputed interest of $322,946 which was recorded for the three months ended March 31, 2014, prior to the amendment of the loan. The net unamortized discount on April 1, 2014 of $16,433,109 has been recorded as a reduction of noncontrolling interest due to the debt modification. | |||||
[6] | Paid in cash | |||||
[7] | BVH shareholder contribution of $5,000 and loan of $2,995,000 entered into for purposes of providing cash deposit on ultramax newbuildings. | |||||
[8] | Loans payable to NBHC shareholders STST and ASO2020, including additional borrowing on May 28, 2014. On April 1, 2014, the loans were amended to remove the maturity date and have therefore been reclassified as current. | |||||
[9] | Paid through issuance of convertible redeemable preferred stock |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Jan. 31, 2012 | Aug. 07, 2014 | 28-May-14 | Sep. 30, 2012 | Apr. 16, 2012 | Oct. 01, 2011 | Apr. 30, 2012 | Jun. 15, 2011 | |
Related Party Transaction [Line Items] | ||||||||||||||||
Due to Related Parties, Current | $46,371,713 | $46,371,713 | $7,616,248 | $20,395,323 | ||||||||||||
Repayments of Related Party Debt | 54,507 | 203,582 | 5,274,075 | 10,557,500 | ||||||||||||
Proceeds from Related Party Debt | 4,750,000 | 21,559,972 | 29,554,972 | 26,502,823 | ||||||||||||
Debt Instrument, Unamortized Discount | 16,433,109 | 16,433,109 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||||||||||||
Technical management fees | 620,000 | 430,000 | 1,759,000 | 1,312,000 | 1,864,000 | 1,201,000 | ||||||||||
Debt Instrument imputed interest | 322,946 | |||||||||||||||
Amortization Of Discount And Imputed Interest On Related Party Long Term Debt | 322,947 | 793,222 | 17,873,285 | 0 | ||||||||||||
Amortization Of Discount On Related Party Long-Term Debt | 322,947 | 0 | 1,117,231 | 0 | ||||||||||||
ST Shipping Bridge Loan [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | 32,000,000 | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | three month bridge loan bore interest at a floating rate of LIBOR plus 7% | |||||||||||||||
2012 Founders Note [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Repayments of Related Party Debt | 8,057,500 | |||||||||||||||
Debt Instrument, Face Amount | 11,057,500 | |||||||||||||||
Founder [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from Related Party Debt | 10,000,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||
Notes Payable, Related Parties, Current | 4,325,000 | |||||||||||||||
Redeemable Convertible Preferred Stock [Member] | Founder [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,675 | |||||||||||||||
STST [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due to Related Parties, Current | 17,030,000 | |||||||||||||||
Payments for Deposits | 26,100,000 | |||||||||||||||
Proceeds from Related Party Debt | 4,530,000 | |||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 5,000 | |||||||||||||||
STST [Member] | Two Subordinated Notes [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Repayments of Related Party Debt | 3,600,000 | |||||||||||||||
STST [Member] | Construction Of Two New ultramax newbuildings [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due to Related Parties, Current | 2,995,000 | 8,050,000 | ||||||||||||||
NBHC Shareholder [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Proceeds from Related Party Debt | 1,187,500 | 1,187,500 | ||||||||||||||
Acquired One Third Of Common Stock | 16,433,108 | |||||||||||||||
Affiliate One [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Repayments of Related Party Debt | 58,562 | |||||||||||||||
Debt Instrument, Face Amount | 2,500,000 | |||||||||||||||
Affiliate Two [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||
Debt Instrument, Face Amount | $5,000,000 |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Numerator: | |||||||
Net Income attributable to Bulk Partners (Bermuda) Ltd. | ($2,909,607) | $5,869,400 | $4,913,603 | $10,515,682 | $15,452,369 | $13,853,879 | |
Less: dividends declared on convertible redeemable preferred stock | -2,739,068 | -2,941,600 | -6,303,748 | -5,769,050 | -6,288,456 | -4,187,985 | |
Less: modification of conversion price | 0 | -1,372,149 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 0 | -2,386,745 | 0 | -5,748,464 | -8,959,421 | [1] | -4,584,271 |
Less: settlement of accrued dividends | 0 | 0 | 0 | -45,843 | -45,843 | -1,185,050 | |
Less: settlement of notes | 0 | 0 | 0 | -324,484 | -1,429,217 | 0 | |
Less: fair value adjustment | 0 | -2,395,255 | 0 | -5,409,840 | -7,517,915 | -5,211,325 | |
Total earnings allocated to common stock | ($5,648,675) | ($1,854,200) | ($1,390,145) | ($6,781,999) | ($8,788,483) | ($2,686,901) | |
Denominator: | |||||||
Weighted-average number of shares of common stock outstanding | 87,329 | 87,329 | 87,329 | 87,329 | 87,329 | 87,329 | |
Basic EPS - common stock | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) | |
Diluted EPS - common stock | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) | |
Basic and Diluted EPS - common stock | ($100.64) | ($30.77) | |||||
[1] | The fair value of the beneficial conversion adjustment to net income for purposes of calculating EPS is $8,959,421. However retained earnings was reduced by $4,927,423, with the remaining amount recorded as a reduction in APIC. |
Loss_Per_Common_Share_Details_
Loss Per Common Share (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $0 | $2,386,745 | $0 | $5,748,464 | $8,959,421 | [1] | $4,584,271 |
Retained Earnings [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $4,927,423 | ||||||
[1] | The fair value of the beneficial conversion adjustment to net income for purposes of calculating EPS is $8,959,421. However retained earnings was reduced by $4,927,423, with the remaining amount recorded as a reduction in APIC. |
Subsequent_Events_and_Reverse_1
Subsequent Events and Reverse Merger (Details Textual) (USD $) | 1 Months Ended | ||||
Nov. 14, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 01, 2011 | |
Subsequent Event [Line Items] | |||||
Common Stock, Shares, Outstanding | 87,329 | 87,329 | 191,606 | ||
Due to Related Parties, Noncurrent | $0 | $17,303,918 | $0 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||
Founder [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common Stock, Shares, Outstanding | 34,696,997 | ||||
Subsequent Event [Member] | Loans Payable [Member] | Founder [Member] | |||||
Subsequent Event [Line Items] | |||||
Due to Related Parties, Noncurrent | 5,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
Subsequent Event [Member] | Singing Shareholders [Member] | |||||
Subsequent Event [Line Items] | |||||
Perecentage of Holding of Shares | 89.80% | ||||
Subsequent Event [Member] | Quartet Shareholders [Member] | |||||
Subsequent Event [Line Items] | |||||
Perecentage of Holding of Shares | 9.00% | ||||
Subsequent Event [Member] | Advisors to Mergers [Member] | |||||
Subsequent Event [Line Items] | |||||
Perecentage of Holding of Shares | 1.20% | ||||
Subsequent Event [Member] | Quartet [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 123,356 | ||||
Subsequent Event [Member] | Quartet [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of Shares Converted into Cash During Merger | 8,840,014 | ||||
Price per Share of Stock Converted During Merger | 10.2 | ||||
Value of Shares Converted into Cash During Merger | 90,139,132 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 1,739,062 | ||||
Stock Issued During Period, Shares, Acquisitions | 3,130,861 | ||||
Conversion of Stock, Shares Issued | 291,953 | ||||
Number of Unit Purchase Options Converted During Merger | 420,000 | ||||
Number of Issued Shares Denoted as Advisors to Mergers | 415,309 | ||||
Subsequent Event [Member] | Quartet [Member] | Common Stock [Member] | Rights [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,026,812 | ||||
Subsequent Event [Member] | Former Pangaea [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of Convertible Preferred Shares Converted During Merger | 105,670 | ||||
Subsequent Event [Member] | Former Pangaea [Member] | Common Stock [Member] | Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 115,352 | ||||
Subsequent Event [Member] | Signing Holders [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 31,150,827 | ||||
Number of Shares Issued During Merger Excluding Forfeited Shares Reissued | 29,411,765 | ||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 1,739,062 |
NATURE_OF_ORGANIZATION_Details
NATURE OF ORGANIZATION (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Nature Of Organization [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Nordic Bulk Holding ApS [Member] | |||
Nature Of Organization [Line Items] | |||
Equity Method Investment, Ownership Percentage | 51.00% | 51.00% | |
Bulk Nordic Odyssey Ltd [Member] | |||
Nature Of Organization [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Bulk Nordic Orion Ltd [Member] | |||
Nature Of Organization [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
SeaRoll Navigation S.A [Member] | |||
Nature Of Organization [Line Items] | |||
Equity Method Investment, Ownership Percentage | 65.00% | ||
Gain (Loss) on Disposition of Business | $511,000 | $1,064,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Accounting Policies [Line Items] | |||||||
Money market accounts - cash equivalents | $17,622,598 | $16,936,013 | |||||
Cash | 1,305,329 | [1] | 2,759,662 | [1] | |||
Total | $20,157,708 | $18,927,927 | $23,810,073 | $19,695,675 | $18,737,888 | ||
[1] | Consists of cash deposits at various major banks. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Line Items] | |||
Advance hire | $5,664,781 | $8,788,882 | $7,128,846 |
Prepaid expenses | 1,102,270 | 514,169 | 1,149,729 |
Other current assets | 2,366,115 | 2,378,635 | 1,495,849 |
Total | $10,916,092 | $12,744,125 | $9,774,424 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ||
Deferred financing costs | $2,393,517 | $1,470,868 |
Less accumulated amortization | -1,050,808 | -565,124 |
Net deferred financing costs | 1,342,709 | 905,744 |
Amortization of deferred financing costs | $485,684 | $289,246 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Accounting Policies [Line Items] | |||
Bank fees paid to financial institutions | $2,393,517 | $1,470,868 | |
Less: accumulated amortization | -1,050,808 | -565,124 | |
Unamortized bank fees | -1,391,159 | -1,079,354 | -1,051,730 |
Amortization included in interest expense | 485,684 | 289,246 | |
Bank Fees [Member] | |||
Accounting Policies [Line Items] | |||
Bank fees paid to financial institutions | 2,316,750 | 1,540,700 | |
Less: accumulated amortization | -925,591 | -461,346 | |
Unamortized bank fees | 1,391,159 | 1,079,354 | |
Amortization included in interest expense | $464,245 | $302,979 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Line Items] | |||
Accounts payable | $35,789,564 | $39,201,642 | $20,529,469 |
Accrued voyage expenses | 3,427,481 | 3,839,531 | 4,484,588 |
Accrued interest | 716,575 | 570,073 | |
Other accrued liabilities | 1,123,640 | 2,369,633 | |
Total | $40,623,223 | $45,878,378 | $27,953,763 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Line Items] | ||
Carrying amount of long-term debt | $83,046,146 | $10,040,500 |
Fair value of long-term debt | $85,855,343 | $10,805,290 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ||||||
Additional paid-in capital | $0 | $0 | $0 | $197,035 | ||
Retained earnings (accumulated deficit) | -7,324,015 | -7,324,015 | -5,933,870 | 174,385 | ||
Earnings per common share: | ||||||
Basic (in dollars per share) | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) |
Diluted (in dollars per share) | ($64.68) | ($7.77) | ($15.92) | ($63.30) | ($100.64) | ($30.77) |
Scenario, Previously Reported [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Additional paid-in capital | 5,284,042 | |||||
Retained earnings (accumulated deficit) | -4,912,622 | |||||
Earnings per common share: | ||||||
Basic (in dollars per share) | $90.33 | |||||
Diluted (in dollars per share) | $90.33 | |||||
Restatement Adjustment [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Additional paid-in capital | -5,087,007 | |||||
Retained earnings (accumulated deficit) | $5,087,007 | |||||
Earnings per common share: | ||||||
Basic (in dollars per share) | ($121.10) | |||||
Diluted (in dollars per share) | ($121.10) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Accounting Policies [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Allowance for Doubtful Accounts Receivable | $2,047,603 | $1,662,593 | $1,351,590 | ||
Provision for Doubtful Accounts | -385,010 | 0 | 652,318 | 851,591 | |
Allowance for Doubtful Accounts Receivable, Write-offs | 341,316 | ||||
Property, Plant, and Equipment, Salvage Value | 375 | [1] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Deferred Finance Costs, Net | 1,342,709 | 905,744 | |||
Debt Issuance Cost | 273,740 | 256,450 | |||
Income Tax Expense (Benefit) | 263,000 | 241,000 | |||
Additional Paid in Capital, Total | 0 | 0 | 197,035 | ||
Retained Earnings (Accumulated Deficit), Total | -7,324,015 | -5,933,870 | 174,385 | ||
Allowance for Doubtful Accounts Receivable, Period Increase (Decrease) | 19,421 | ||||
Secured Term Loan Obtained In 2013 [Member] | |||||
Accounting Policies [Line Items] | |||||
Deferred Finance Costs, Net | 654,000 | ||||
Debt Issuance Cost | 577,000 | ||||
Senior Secured Post-Delivery Term Loan [Member] | |||||
Accounting Policies [Line Items] | |||||
Deferred Finance Costs, Net | 238,000 | ||||
Debt Issuance Cost | 199,000 | ||||
Secured Term Loan Obtained In 2012 [Member] | |||||
Accounting Policies [Line Items] | |||||
Deferred Finance Costs, Net | 30,000 | 508,000 | |||
Debt Issuance Cost | $949,000 | ||||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 24 years | ||||
U.S. Federal Corporate Income Tax Rate Gross | 35.00% | ||||
Maximum [Member] | Vessels [Member] | |||||
Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 30 years | ||||
Minimum [Member] | |||||
Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
U.S. Federal Corporate Income Tax Rate Gross | 30.00% | ||||
Minimum [Member] | Vessels [Member] | |||||
Accounting Policies [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 25 years | ||||
Sales Revenue, Net [Member] | UNITED STATES | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 27.00% | 21.00% | |||
Sales Revenue, Net [Member] | SWITZERLAND | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | 17.00% | |||
Sales Revenue, Net [Member] | CANADA | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Sales Revenue, Net [Member] | BELGIUM | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Sales Revenue, Net [Member] | GERMANY | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Trade Accounts Receivable [Member] | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 38.00% | ||||
Accounts Receivable [Member] | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 49.00% | ||||
Accounts Receivable [Member] | UNITED STATES | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 27.00% | 32.00% | |||
Accounts Receivable [Member] | SWITZERLAND | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Accounts Receivable [Member] | CANADA | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | ||||
Accounts Receivable [Member] | BRAZIL | |||||
Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 14.00% | ||||
Bulk Nordic Odyssey Ltd [Member] | |||||
Accounting Policies [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
[1] | Consists of cash deposits at various major banks. |
VARIABLE_INTEREST_ENTITIES_Det
VARIABLE INTEREST ENTITIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Dec. 31, 2013 | Apr. 30, 2009 | Dec. 31, 2012 | |
Variable Interest Entity [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | |||
Consolidated Of Variable Interest Entity [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | $78,840,000 | $51,730,000 | ||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 44,260,000 | |||
Cumulative-Effect Adjustment, Consolidation of Variable Interest Entity [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 7,470,000 | |||
Bulk Cajun [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 67,460,000 | |||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 10,840,000 | |||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | |||
Variable Interest Entity Cost Of Acquired Entity | 540,000 | |||
Variable Interest Entity Consolidated Carrying Amount Other Noncurrent liabilities | 360,000 | |||
Long Wharf [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 984,000 | 960,000 | ||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 1,195,000 | 1,230,000 | ||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 211,000 | 270,000 | ||
Nordic Bulk Ventures Holding Company Ltd and ST Shipping and Transport Ltd [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 72,000,000 | |||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 52,810,000 | |||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 430,000 | |||
Noncontrolling Interest in Variable Interest Entity | 18,760,000 | |||
Nordic Bulk Ventures Holding Company Ltd, Bulk Nordic Five Ltd and Bulk Nordic Six Ltd [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 2,989,000 | |||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 3,008,000 | |||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 12,000 | |||
Noncontrolling Interest in Variable Interest Entity | -7,000 | |||
Odyssey And Orion [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 54,360,000 | |||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 52,180,000 | |||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 2,180,000 | |||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | |||
Noncontrolling Interest in Variable Interest Entity | 1,100,000 | |||
Nordic Bulk Holding [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Variable Interest Entity, Consolidated, Carrying Amount, Assets | 16,825,000 | 17,470,000 | ||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | 14,280,000 | 13,100,000 | ||
Variable Interest Entity Consolidated Carrying Amount Stockholders Equity | 1,357,000 | 4,370,000 | ||
Noncontrolling Interest in Variable Interest Entity | 1,189,000 | 2,101,000 | ||
Noncontrolling Interest In Variable Interest Entity Debt | 3,500,000 | |||
Proceeds From Variable Interest Entity Debt | $2,500,000 |
MARGIN_ACCOUNTS_Details_Textua
MARGIN ACCOUNTS (Details Textual) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Margin Accounts [Line Items] | |||
Margin Deposit Assets | $1,782,926 | $1,062,439 | |
Fuel [Member] | Swap [Member] | |||
Margin Accounts [Line Items] | |||
Margin Deposit Assets | 100,000 | 3,000 | |
Forward Contracts [Member] | |||
Margin Accounts [Line Items] | |||
Margin Deposit Assets | 962,000 | 507,000 | |
Forward Contracts [Member] | Fuel [Member] | Swap [Member] | |||
Margin Accounts [Line Items] | |||
Margin Deposit Assets | $1,062,000 | $510,000 |
LINE_OF_CREDIT_Details_Textual
LINE OF CREDIT (Details Textual) (Revolving Credit Facility [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $3,000,000 | |
Line of Credit Facility, Expiration Date | 19-May-14 | |
Line of Credit Facility, Interest Rate at Period End | 4.25% | 4.25% |
Line of Credit Facility, Interest Rate Description | Prime + 1% | |
Line of Credit Facility, Covenant Compliance | As of December 31, 2013 the Company was in compliance with all required covenants. |
CONVERTIBLE_REDEEMABLE_PREFERR2
CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK AND NON-CONTROLLING INTEREST (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Noncontrolling Interest [Line Items] | ||
Beginning balance | $9,840,005 | $7,750,585 |
Gross amount of dividend accrued | 13,781,469 | 15,267,305 |
Paid in kind | -167,305 | -12,177,885 |
Less: current portion | -276,666 | -1,000,000 |
Ending balance | 23,177,503 | 9,840,005 |
Common Stock Dividend 2008 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 2,774,125 | 5,897,700 |
Gross amount of dividend accrued | 0 | 0 |
Paid in kind | 0 | -2,123,575 |
Less: current portion | -100,000 | -1,000,000 |
Ending balance | 2,674,125 | 2,774,125 |
Convertible Redeemable Preferred Stock Dividend 2011 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 0 | 1,852,885 |
Gross amount of dividend accrued | 0 | 0 |
Paid in kind | 0 | -1,852,885 |
Less: current portion | 0 | 0 |
Ending balance | 0 | 0 |
Common Stock Special Dividend 2012 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 6,898,575 | 0 |
Gross amount of dividend accrued | 0 | 9,100,000 |
Paid in kind | 0 | -2,201,425 |
Less: current portion | 0 | 0 |
Ending balance | 6,898,575 | 6,898,575 |
Preferred Stock Catch-up Dividend 2012 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 167,305 | 0 |
Gross amount of dividend accrued | 0 | 167,305 |
Paid in kind | -167,305 | 0 |
Less: current portion | 0 | 0 |
Ending balance | 0 | 167,305 |
Common Stock Dividend 2012 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 0 | 0 |
Gross amount of dividend accrued | 0 | 6,000,000 |
Paid in kind | 0 | -6,000,000 |
Less: current portion | 0 | 0 |
Ending balance | 0 | 0 |
Common Stock Dividend 2013 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 0 | 0 |
Gross amount of dividend accrued | 12,700,000 | 0 |
Paid in kind | 0 | 0 |
Less: current portion | 0 | 0 |
Ending balance | 12,700,000 | 0 |
Odyssey And Orion Dividend 2013 [Member] | ||
Noncontrolling Interest [Line Items] | ||
Beginning balance | 0 | 0 |
Gross amount of dividend accrued | 1,081,469 | 0 |
Paid in kind | 0 | 0 |
Less: current portion | -176,666 | 0 |
Ending balance | $904,803 | $0 |
CONVERTIBLE_REDEEMABLE_PREFERR3
CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK AND NON-CONTROLLING INTEREST (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | ||||||
Common Stock, Shares Authorized | 199,829 | 199,829 | 199,829 | |||
Common Stock, Par or Stated Value Per Share | $1 | $1 | $1 | |||
Common Stock, Shares, Issued | 87,329 | 87,329 | 191,606 | |||
Proceeds from Issuance of Common Stock | $600,000 | |||||
Temporary Equity, Shares Authorized | 112,500 | 112,500 | 112,500 | |||
Temporary Equity, Par or Stated Value Per Share | $1,000 | $1,000 | $1,000 | |||
Temporary Equity, Shares Issued | 89,114 | 89,114 | 64,047 | |||
Temporary Equity, Shares Outstanding | 89,114 | 89,114 | 64,047 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | ||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | 0 | 18,199,180 | 21,899,180 | 20,564,000 | ||
Payments of Stock Issuance Costs | 274,000 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | -7,517,915 | -5,211,325 | ||||
Dividends, Common Stock, Cash | 12,700,000 | 9,100,000 | ||||
Dividends, Common Stock, Paid-in-kind | 6,000,000 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | -45,843 | -1,185,050 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | -6,000,000 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 0 | 0 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | -6,303,748 | -167,305 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | -12,700,000 | -9,100,000 | ||||
Common Stock, Dividends, Per Share, Declared | $145.43 | |||||
Dividends | 6,303,622 | 5,769,050 | 12,700,000 | 9,267,305 | ||
Dividends Accrued, Gross | 13,781,469 | 15,267,305 | ||||
Dividends Payable | 23,177,503 | 9,840,005 | 7,750,585 | |||
Stockholders' Equity Attributable to Noncontrolling Interest | 3,716,292 | 20,483,964 | 3,202,768 | |||
Odyssey And Orion [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Dividends | 2,162,938 | |||||
NBH [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 1,190,000 | 2,101,000 | ||||
NBHC [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 18,660,000 | 1,101,000 | ||||
Bulk Cajun [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | 7,517,915 | |||||
Debt Instrument, Face Amount | 11,000,000 | 10,000,000 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | 543,000 | -7,000 | ||||
BVH [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 543,000 | -7,000 | ||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Temporary Equity, Shares Authorized | 112,500 | 112,500 | ||||
Temporary Equity, Par or Stated Value Per Share | $1,000 | $1,000 | ||||
Temporary Equity, Shares Issued | 89,114 | 64,047 | ||||
Temporary Equity, Shares Outstanding | 89,114 | 64,047 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
Preferred Stock, Voting Rights | During any period in which the investors own less than 20% of the common shares outstanding, the Company is restricted from taking certain actions without the prior written consent of the investors. Furthermore, during any period in which the investors own 20% or more of the common shares outstanding, the Company is also restricted from taking certain actions without the prior written consent of the investors | |||||
Shares, Issued | 20,564 | |||||
Payments of Stock Issuance Costs | 256,000 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | 29,143,355 | 25,518,875 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 213,152 | 7,362,935 | ||||
Stock Issued During Period, Shares, Issuance Of Convertible Redeemable Preferred Stock As Repayment Of Notes Payable | 3,000 | 5,675 | ||||
Stock Issued During Period, Shares, Issuance Of Preferred Stock As Settlement Of Dividend On Common Stock | 6,000 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | 6,000,000 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 0 | 0 | ||||
Dividends, Preferred Stock, Cash | 6,288,000 | 4,021,000 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | 0 | 0 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | 0 | 0 | ||||
Stock Issued During Period, Shares, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 167.309 | 6,177.89 | ||||
Increase in Carrying Amount of Redeemable Preferred Stock | 1,429,217 | |||||
Redeemable Convertible Preferred Stock [Member] | Common Stock Dividends Declared In 2008 [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Dividends, Common Stock, Cash | 1,000,000 | |||||
Redeemable Convertible Preferred Stock [Member] | Common Stock Dividends Declared In 2012 [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Dividends, Common Stock, Paid-in-kind | 4,325 | |||||
Redeemable Convertible Preferred Stock [Member] | Shareholder Loan In 2011 [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Shares, Issuance Of Convertible Redeemable Preferred Stock As Repayment Of Notes Payable | 5,675 | |||||
Redeemable Convertible Preferred Stock [Member] | Common Stock Dividends Declared In Year [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Shares, Issuance Of Preferred Stock As Settlement Of Dividend On Common Stock | 6,000 | |||||
Redeemable Convertible Preferred Stock [Member] | Preferred Stock Dividends Declared In 2011 [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Shares, Issued | 1,853 | 1,852.88 | ||||
Redeemable Convertible Preferred Stock [Member] | Stockholder Agreement [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Preferred Stock, Conversion Basis | 916.07 | |||||
Preferred Stock, Discount on Shares | 1,372,000 | |||||
Common Stock [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Share Price | $6.87 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 112,500 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | 0 | 0 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 0 | 0 | ||||
Stock Issued During Period, Shares, Issuance Of Convertible Redeemable Preferred Stock As Repayment Of Notes Payable | 0 | 0 | ||||
Stock Issued During Period, Shares, Issuance Of Preferred Stock As Settlement Of Dividend On Common Stock | 0 | |||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | 0 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 0 | 0 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | 0 | 0 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | 0 | |||||
Stock Issued During Period, Shares, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 0 | 0 | ||||
Founder [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Common Stock, Shares, Issued | 87,329 | |||||
Noncontrolling Interest [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | 0 | 0 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 0 | 0 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | 0 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 0 | 0 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | 0 | 0 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | 0 | |||||
Dividends Payable | 904,803 | |||||
Retained Earnings [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | -7,105,607 | -5,211,325 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | -45,843 | -1,185,050 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | -6,000,000 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | -4,927,423 | -4,584,272 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | -6,303,748 | -167,305 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | -8,155,270 | -2,827,943 | ||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | 1,261,797 | |||||
Additional Paid-in Capital [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | -412,308 | 0 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | 0 | 0 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | 0 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 4,927,423 | 4,584,272 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | 0 | 0 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | -4,544,730 | -6,272,057 | ||||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | 167,420 | |||||
Parent [Member] | ||||||
Noncontrolling Interest [Line Items] | ||||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock For Cash | -7,517,915 | -5,211,325 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Accrued Dividends | -45,843 | -1,185,050 | ||||
Stock Issued During Period, Value, Issuance Of Convertible Redeemable Preferred Stock As Settlement Of Dividend On Common Stock | -6,000,000 | |||||
Recognized Beneficial Conversion Feature Of Convertible Redeemable Preferred Stock At Issuance Date | 0 | 0 | ||||
Accrued Convertible Redeemable Preferred Stock Dividends | -6,303,748 | -167,305 | ||||
Dividend On Common Stock And Participating Preferred Dividend Declared | ($12,700,000) | ($9,100,000) |