Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | 21-May-14 | |
Document Document And Entity Information [Abstract] | ' | ' |
Entity Central Index Key | '0001108645 | ' |
Entity Registrant Name | 'FRONTIER OILFIELD SERVICES INC | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Trading Symbol | 'fosi | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity a Well-known Seasoned Issuer | 'No | ' |
Entity a Voluntary Filer | 'No | ' |
Entity's Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,894,986 |
Entity Public Float | ' | $1,997,746 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $52,120 | $60,568 |
Certificate of deposit - restricted cash | 77,614 | 77,614 |
Accounts receivable, net of allowance of doubtful accounts of $33,321 and $0, respectively | 1,536,084 | 2,892,481 |
Other receivable | 287,076 | ' |
Inventory, primarily parts | 214,969 | 299,384 |
Prepaid expenses, primarily insurance | 1,364,303 | 1,269,347 |
Current assets of discontinued operations | 126,059 | 1,190,631 |
Deferred loan origination fees, current portion | 289,194 | 336,297 |
Total current assets | 3,947,419 | 6,126,322 |
Property and equipment: | ' | ' |
Property and equipment, at cost | 16,624,281 | 16,296,082 |
Less accumulated depreciation | -3,434,197 | -887,483 |
Total property and equipment | 13,190,084 | 15,408,599 |
Other assets: | ' | ' |
Intangibles, net | 3,491,472 | 3,898,245 |
Assets held for sale | 1,946,743 | 6,596,110 |
Restricted cash | ' | 619,922 |
Other assets of discontinued operations | 10,620 | 25,960 |
Deferred loan fees, net of current portion | 625,296 | 913,539 |
Deposits | 13,417 | 11,707 |
Total other assets | 6,087,548 | 12,065,483 |
Total Assets | 23,225,051 | 33,600,404 |
Current Liabilities: | ' | ' |
Current portion of long-term debt | 8,756,472 | 12,643,199 |
Accounts payable | 3,397,230 | 3,629,236 |
Accrued liabilities | 1,036,836 | 944,014 |
Financed insurance premiums payable | 1,119,213 | 820,499 |
Loans from shareholder | 1,596,000 | ' |
Current liabilities of discontinued operations | 1,475,743 | 1,240,723 |
Escrow liability | ' | 619,922 |
Deferred consideration payable for acquisition of CTT | ' | 2,300,000 |
Total current liabilities | 17,381,494 | 22,197,593 |
Long-term debt, less current maturities (Note 2) | 1,656,231 | 2,055,096 |
Non-current liabilities of discontinued operations | ' | 170,474 |
Deferred consideration payable for acquisition of CTT | ' | 4,708,348 |
Total Liabilities | 19,037,725 | 29,131,511 |
Commitments and Contingencies (Note 11) | ' | ' |
Stockholders' Equity: | ' | ' |
Convertible preferred stock- $.01 par value; authorized 10,000,000; 1,750,000 issued or outstanding at December 31, 2013 | 17,500 | ' |
Common stock- $.01 par value; authorized 100,000,000 shares; 5,553,157 shares issued and outstanding at December 31, 2013; 4,529,090 shares issued and outstanding at December 31, 2012 | 55,531 | 45,291 |
Additional paid-in capital | 31,659,261 | 23,122,487 |
Prepaid stock compensation | -74,000 | ' |
Accumulated deficit | -27,470,966 | -18,698,885 |
Total stockholders' equity | 4,187,326 | 4,468,893 |
Total Liabilities and Stockholders' Equity | $23,225,051 | $33,600,404 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Allowance of doubtful accounts | $33,321 | $0 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,750,000 | 0 |
Preferred stock, shares outstanding | 1,750,000 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,553,157 | 4,529,090 |
Common stock, shares outstanding | 5,553,157 | 4,529,090 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenues, net of discounts | $30,208,968 | $16,377,538 |
Costs and expenses: | ' | ' |
Direct operating costs | 22,576,043 | 12,264,691 |
Indirect operating costs | 4,711,645 | 3,054,335 |
General and administrative | 6,297,035 | 4,010,383 |
Depreciation and amortization | 2,830,683 | 1,200,136 |
Total costs and expenses | 36,415,406 | 20,529,545 |
Operating loss | -6,206,438 | -4,152,007 |
Other (income) expense: | ' | ' |
Interest expense | 1,840,982 | 871,970 |
Loss on disposal of property and equipment | 15,967 | 134,767 |
Gain on deferred consideration payable write-off | -2,300,000 | ' |
Equity in loss of unconsolidated affiliated company | ' | 169,794 |
Impairment loss on net profits interest in affiliate | ' | 284,900 |
Loss before provision for federal and state income taxes | -5,763,387 | -5,613,438 |
Provision for federal and state income taxes | 72,209 | 35,398 |
Loss from continuing operations | -5,835,596 | -5,648,836 |
Loss from discontinued operations, net of income taxes | -2,899,458 | -1,131,692 |
Net loss | -8,735,054 | -6,780,528 |
Less: loss attributable to noncontrolling interest | ' | 156,635 |
Net loss attributable to Frontier Oilfield Services, Inc. | ($8,735,054) | ($6,623,893) |
Net loss per common share-basic and diluted: | ' | ' |
Continuing operations | ($1.11) | ($1.71) |
Discontinued operations | ($0.55) | ($0.34) |
Total | ($1.66) | ($2.05) |
Weighted Average Common Shares Outstanding: | ' | ' |
Basic and Diluted | 5,250,820 | 3,307,432 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($8,735,054) | ($6,780,528) |
Less: Loss from discontinued operations, net of taxes | -2,899,458 | -1,131,692 |
Loss from continuing operations, net of taxes | -5,835,596 | -5,648,836 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 2,830,683 | 1,200,136 |
Bad debt expense | 33,321 | ' |
Allocated expenses to affiliates | ' | -115,079 |
Gain on deferred consideration payable write-off | -2,300,000 | ' |
Issuance of common stock for services | 2,609,538 | 1,461,363 |
Impairment loss on net profits interest in subsidiary | ' | 284,900 |
Equity loss of unconsolidated affiliated company | ' | 169,794 |
Loss on sale of property and equipment | 15,967 | 134,767 |
Amortization of deferred loan fees | 371,333 | 154,976 |
Decrease (increase) in operating assets: | ' | ' |
Accounts receivable | 1,323,076 | 99,266 |
Other receivable | -287,076 | ' |
Inventory, primarily parts | 84,415 | -47,779 |
Prepaid expenses, primarily insurance | 255,044 | 677,700 |
Deposits | -1,710 | 6,673 |
Increase (decrease) in operating liabilities: | ' | ' |
Accounts payable and accrued expenses | -176,211 | 512,299 |
Financed insurance premiums payable | 298,714 | -470,932 |
Net cash used in operating activities of continuing operations | -778,502 | -1,580,752 |
Net cash provided by operating activities of discontinued operations | 721,133 | 724,479 |
Net cash used in operating activities | -57,369 | -856,273 |
Cash Flows From Investing Activities: | ' | ' |
Cash used for acquisition of subsidiaries net of cash received | ' | -1,450,868 |
Purchase of property and equipment | -402,102 | -435,719 |
Proceeds from sale property and equipment | 123,409 | 127,321 |
Escrow liability | -619,922 | ' |
Net cash used in investing activities of continuing operations | -898,615 | -1,759,266 |
Net cash provided by (used in) investing activities of discontinued operations | 453,632 | -128,493 |
Net cash used in investing activities | -444,983 | -1,887,759 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from preferred stock subscriptions | 700,000 | 2,353,000 |
Loans from shareholder | 1,246,000 | ' |
Net change in line of credit | -1,086,707 | 818,363 |
Proceeds from notes payable | 220,490 | ' |
Payments on notes payable | -1,559,817 | -889,595 |
Payments from restricted cash account | 619,922 | ' |
Advances from related party | ' | 1,120,656 |
Common stock sales | 400,393 | 1,234,606 |
Deferred loan origination fees | ' | -334,361 |
Net cash provided by financing activities of continuing operations | 540,281 | 4,302,669 |
Net cash used in financing activities of discontinued operations | -46,377 | -1,503,119 |
Net cash provided by financing activities | 493,904 | 2,799,550 |
Net increase (decrease) in cash | -8,448 | 55,518 |
Cash at beginning of period | 60,568 | 5,050 |
Cash at end of period | 52,120 | 60,568 |
Supplemental Cash Flow Disclosures | ' | ' |
Interest paid | 1,278,935 | 682,883 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ' | ' |
Deferred consideration for acquisition of CTT | ' | 7,008,348 |
Issuance of debt for acquisition of CTT | ' | 9,775,816 |
Issuane of common stock for acquisition of non-controlling interest in FIG | ' | 5,610,000 |
Payment of TDT line of credit and equipment notes payable | ' | 2,390,353 |
Purchase of additional interest in unconsolidated affiliated company exchanged for advances payable | ' | 813,800 |
Term notes payable issued for property and equipment | ' | 570,035 |
Preferred stock issued for investment in affiliate | ' | 147,000 |
Reduction of deferred loan origination fees against notes payable | ' | 45,704 |
Settlement of deferred consideration payable for acquisition of CTT | 4,708,348 | ' |
Beneficial conversion featuers of Asher Note | 72,235 | ' |
Cumulative dividend payable recorded in accrued liabilities | 37,027 | ' |
Payment of finance insurance payable with shareholder loan | 350,000 | ' |
Proceeds from disposal of property and equipment paid directly to lenders | $1,765,969 | ' |
STATEMENT_OF_CHANGES_IN_CONSOL
STATEMENT OF CHANGES IN CONSOLIDATED STOCKHOLDERS' EQUITY (USD $) | Preferred Stock Subscriptions [Member] | Preferred Stock Series A 8% [Member] | Preferred Stock 2013 Series A 7% [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Prepaid Stock Compensation [Member] | Accumulated Deficit [Member] | Attributable to Noncontrolling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2011 | $3,000,000 | ' | ' | $22,133 | $11,625,038 | ' | ($12,074,992) | ' | $2,572,179 |
Beginning Balance, shares at Dec. 31, 2011 | ' | ' | ' | 2,213,322 | ' | ' | ' | ' | ' |
Preferred stock subscriptions | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | 2,500,000 |
Issuance of preferred stock | -5,500,000 | 5,500,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock, shares | ' | 2,750,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock with warrants | ' | -5,500,000 | ' | 13,750 | 5,486,250 | ' | ' | ' | ' |
Conversion of preferred stock to common stock with warrants, shares | ' | -2,750,000 | ' | 1,375,000 | ' | ' | ' | ' | ' |
Purchase of 51% interest in FIG | ' | ' | ' | ' | ' | ' | ' | 3,791,996 | 3,791,996 |
Shares issued for services | ' | ' | ' | 2,675 | 1,458,687 | ' | ' | ' | 1,461,362 |
Shares issued for services, shares | ' | ' | ' | 267,500 | ' | ' | ' | ' | ' |
Purchase of 49% interest in FIG | ' | ' | ' | 4,675 | 3,630,686 | ' | ' | -3,635,361 | ' |
Purchase of 49% interest in FIG, shares | ' | ' | ' | 467,500 | ' | ' | ' | ' | ' |
Repayment of previous forgiven debt of affiliate | ' | ' | ' | ' | -310,721 | ' | ' | ' | -310,721 |
Sales of common stock | ' | ' | ' | 2,058 | 1,232,547 | ' | ' | ' | 1,234,605 |
Sales of common stock, Shares | ' | ' | ' | 205,768 | ' | ' | ' | ' | ' |
Net Loss | ' | ' | ' | ' | ' | ' | -6,623,893 | -156,635 | -6,780,528 |
Ending Balance at Dec. 31, 2012 | ' | ' | ' | 45,291 | 23,122,487 | ' | -18,698,885 | ' | 4,468,893 |
Ending Balance, shares at Dec. 31, 2012 | ' | ' | ' | 4,529,090 | ' | ' | ' | ' | ' |
Shares issued for services | ' | ' | ' | 4,929 | 2,678,609 | -74,000 | ' | ' | 2,609,538 |
Shares issued for services, shares | ' | ' | ' | 492,925 | ' | ' | ' | ' | ' |
Sales of common stock | ' | ' | ' | 936 | 399,457 | ' | ' | ' | 400,393 |
Sales of common stock, Shares | ' | ' | ' | 93,575 | ' | ' | ' | ' | ' |
Deferred compensation payable settlement | ' | ' | ' | 4,375 | 4,703,973 | ' | ' | ' | 4,708,348 |
Deferred compensation payable settlement, Shares | ' | ' | ' | 437,500 | ' | ' | ' | ' | ' |
Convertible note - beneficial conversion features | ' | ' | ' | ' | 72,235 | ' | ' | ' | 72,235 |
Preferred stock sales | ' | ' | 17,500 | ' | 682,500 | ' | ' | ' | 700,000 |
Preferred stock sales, shares | ' | ' | 1,750,000 | ' | ' | ' | ' | ' | ' |
Shares rounding due to reverse split | ' | ' | ' | 67 | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | -37,027 | ' | -37,027 |
Net Loss | ' | ' | ' | ' | ' | ' | -8,735,054 | ' | -8,735,054 |
Ending Balance at Dec. 31, 2013 | ' | ' | $17,500 | $55,531 | $31,659,261 | ($74,000) | ($27,470,966) | ' | $4,187,326 |
Ending Balance, shares at Dec. 31, 2013 | ' | ' | 1,750,000 | 5,553,157 | ' | ' | ' | ' | ' |
BUSINESS_ACTIVITIES
BUSINESS ACTIVITIES | 12 Months Ended |
Dec. 31, 2013 | |
Business Activities | ' |
BUSINESS ACTIVITIES | ' |
1. BUSINESS ACTIVITIES: | |
Frontier Oilfield Services, Inc. a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier” or the “Company”), was organized on March 24, 1995. The accompanying consolidated financial statements include the accounts of the Company and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. (CTT was acquired effective July 31, 2012), and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC and its subsidiary Trinity Disposal & Trucking, LLC (TDT) and its subsidiary Trinity Disposal Wells, LLC. Effective May 31, 2012 Frontier acquired 51% of FIG in a step acquisition and effective September 30, 2012 Frontier acquired the remaining 49% of FIG. | |
The Company’s current business, through its subsidiaries, is in the oilfield service industry, including the transportation and disposal of saltwater and other oilfield fluids in Texas. The Company currently owns and operates eleven disposal wells in Texas. The Company's customer base includes national, integrated, and independent oil and gas exploration companies. Frontier previously was in the business of acquiring and developing oil and gas properties, providing contract services to an affiliate and sponsoring and managing joint venture oil and gas development partnerships. | |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
GOING CONCERN | ' |
2. GOING CONCERN: | |
The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of this report, the Company has generated losses from operations, and has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. | |
In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues sufficient to meet our operating expenses. The Company’s continuation as a going concern is dependent upon management’s ability to raise equity or debt financing, and the attainment of profitable operations from the Company’s planned business. | |
The Company’s ability to continue as a going concern is dependent upon management’s ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary Of Significant Accounting Policies | ' | ||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. | |||||||||
Non-controlling Interests | |||||||||
The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, Consolidation, to account for the non-controlling interest in FIG. ASC 810 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the non-controlling owner. | |||||||||
Use of Estimates | |||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 periods. Actual results could differ significantly from previously estimated amounts. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenues when services are rendered, field tickets are signed and received, and when payment is determinable and reasonably assured. The Company extends unsecured credit to its customers for amounts invoiced. | |||||||||
Cash | |||||||||
For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Company is obligated to maintain all deposits in one financial institution. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2013 and 2012, none of the Company’s cash was in excess of federally insured limits. | |||||||||
Accounts Receivable | |||||||||
The Company performs periodic credit evaluations of its customers' financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management's expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2013, the Company’s allowance for doubtful accounts was $33,321. | |||||||||
At December 31, 2013 and 2012, the Company had the following customer concentrations. | |||||||||
Percentage of Revenue | Percentage of Accounts | ||||||||
Receivable | |||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Customer A | 60% | 45% | 32% | 33% | |||||
Customer B | 17% | 31% | * | 30% | |||||
Customer C | * | * | 14% | * | |||||
Customer D | * | * | 13% | * | |||||
* Less than 10% | |||||||||
Parts Inventory | |||||||||
Parts inventory consists of replacement parts for the Company’s vehicles and transports and is stated at the lower of cost or market. Cost is determined using average cost method. | |||||||||
Property and Equipment | |||||||||
The Company's property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets for financial reporting purposes. Maintenance and repair costs are expensed when incurred, while major improvements are capitalized. | |||||||||
The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are charged or credited to income in the respective period. The estimated useful lives are as follows: | |||||||||
Asset Description | Estimated Useful Life | ||||||||
Trucks and equipment | 5-7 years | ||||||||
Disposal wells | 5-14 years | ||||||||
Buildings and improvements | 15-39 years | ||||||||
Office furniture and equipment | 5-7 years | ||||||||
During the year ended December 31, 2013, the Company disposed of property and equipment with a cost of $231,477 and accumulated depreciation of $46,342. The Company received total proceeds of $169,168 in which $45,759 was paid directly to the lender and recognized a loss of $15,967 in the accompanying consolidated statements of operations. During the year ended December 31, 2012, the Company disposed of property and equipment with a cost of $281,000 and accumulated depreciation of $18,733. The Company received total proceeds of approximately $127,500 and recognized a loss of $134,767 in the accompanying consolidated statements of operations. | |||||||||
Long-Lived Assets | |||||||||
The Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be realizable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. In 2013, the Company determined that it would not be able to fully recover the carrying amount of its disposal wells from FIG. In accordance with the guidance for the impairment of long-lived assets, the Company recorded an impairment charge of $1.8 million in 2013 to adjust the carrying value of the asset to our estimate of its fair value. We estimated that fair value using the comparable sales method. The impairment charge impacted the loss from discontinued operations, net of income taxes line in our consolidated statement of operations. As of December 31, 2012 the Company had not identified any such impairment. | |||||||||
Asset retirement obligations | |||||||||
ASC Topic 410, Asset Retirement and Environmental Obligations, requires companies to recognize a liability for an asset retirement obligation (ARO) at fair value in the period in which the obligation is incurred, if a reasonable estimate of fair value can be made. This obligation relates to the future costs of plugging and abandoning the Company’s saltwater disposal wells, the removal of equipment and facilities, and returning such land to its original condition. | |||||||||
The Company has not recorded an ARO for the future estimated reclamation costs associated with the operation of the Company’s eight saltwater disposal wells. The Company is not able to determine the estimated life of its wells and is unable to determine a reasonable estimate of the fair value associated with this liability. The Company believes that any such liability would not be material to the consolidated financial statements taken as a whole. | |||||||||
Equity Instruments Issued for Goods and Services | |||||||||
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized in the consolidated financial statements over the period during which the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital. | |||||||||
Fair Value Measurements | |||||||||
The ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. | |||||||||
Fair Value of Financial Instruments | |||||||||
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the years ended December 31, 2013 and 2012. | |||||||||
Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||
Earnings Per Share (EPS) | |||||||||
Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there were 300,000 stock options and 3,500,000 warrants outstanding that can potentially have a dilutive effect to the EPS. | |||||||||
Reclassifications | |||||||||
Certain amounts in the comparative consolidated financial statements have been reclassified from financial statements previously presented to conform to the presentation of the December 31, 2013 financial statements. | |||||||||
Reverse Stock Split | |||||||||
On November 1, 2013 the Company effected a four-to-one reverse stock split. All information in this Annual Report on Form 10-K relating to the number of shares, price per share and per share amounts gives retroactive effect to the four-to-one reverse stock split of our capital stock. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
4. RECENT ACCOUNTING PRONOUNCEMENTS: | |
During the year ended December 31, 2013, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements. |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Business Combinations [Abstract] | ' | ||||||
BUSINESS ACQUISITIONS | ' | ||||||
5. BUSINESS ACQUISITIONS: | |||||||
Acquisition of Frontier Income and Growth, LLC | |||||||
On June 4, 2012, the Company completed the 51% step acquisition of FIG. The Company acquired approximately 124 units of FIG which brought the total units owned by the Company to 1,168 and a 51% majority interest. The cash price paid was $5,080,000 less $1,203,000 borrowed from FIG that resulted in the fair value consideration for the 1,168 units of $3,877,000. | |||||||
The acquisition date fair value of the Company’s equity interest in FIG held immediately before May 31, 2012 was $3,791,996. The Company’s fair value equity interest was determined by taking the fair value of the net assets acquired and deducting the majority interest ownership immediately before May 31, 2012. There was no gain or loss on re-measuring the investment. | |||||||
The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date. The Company has finalized the determination of the fair values of the assets acquired and liabilities assumed. The 2012 comparative information is retrospectively adjusted to increase the fair value of property and equipment (net) of $1,050,344 offset by a decrease to goodwill of $501,487 and an increase in depreciation expense of $164,061 and a decrease in gain on disposal of equipment of $2,074. | |||||||
The following details the final fair value of the consideration transferred to effect the acquisition of FIG: | |||||||
Fair value of consideration transferred | $ | 3,877,000 | |||||
The following is the final fair value of the net assets acquired by the Company in the acquisition, reconciled to the total fair value of the consideration transferred: | |||||||
Cash | $ | 907,132 | |||||
Accounts receivable and accrued revenue | 1,794,260 | ||||||
Inventory | 61,905 | ||||||
Property and equipment (net) | 7,081,025 | ||||||
Deposits | 25,960 | ||||||
Other assets | 1,026,903 | ||||||
Notes payable | (2,346,973 | ) | |||||
Accounts payable and accrued expenses | (881,216 | ) | |||||
Fair value of net assets acquired as of May 31, 2012 | 7,668,996 | ||||||
Non-controlling interest adjustment | (3,791,996 | ) | |||||
Fair value of consideration transferred | $ | 3,877,000 | |||||
In September 2012, the Company acquired the remaining 49% ownership of FIG. The transaction was valued at $5,610,000. The following is the final fair value of the non-controlling interest acquired by the Company in the transaction reconciled to the total final fair value of the consideration transferred: | |||||||
Fair value of 49% interest in FIG | $ | 3,635,361 | |||||
Decrease in additional paid-in capital on purchase of 49% interest in FIG | 1,974,639 | ||||||
Fair value of consideration transferred | $ | 5,610,000 | |||||
Acquisition of Chico Coffman Tank Trucks, Inc. | |||||||
The Company through a wholly owned subsidiary, Frontier Acquisition I, Inc. completed the acquisition of Chico Coffman Tank Trucks, Inc. on July 31, 2012 by acquiring all of the issued and outstanding stock of Chico Coffman Tank Trucks, Inc. (“CTT”) inclusive of its wholly owned subsidiary, Coffman Disposal, LLC for the sum of $16,986,939 subject to possible future adjustments for earnings and share prices. The acquisition was facilitated by credit facilities loaned to the Company in the aggregate amount of $12,000,000 provided by Capital One and ICON (See below). Also, the Company established an escrow account from the seller’s cash proceeds to pay for potential liabilities arising from business activities prior to the purchase of CTT such as final net working capital adjustments. The escrow agent distributed $350,000 plus accrued interest less any pending unpaid claims to the seller on January 23, 2013. On May 20, 2013 the escrow agent distributed to the seller the remaining balance. | |||||||
The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date. The Company has finalized the determination of the fair values of the assets acquired and liabilities assumed. The 2012 comparative information is retrospectively adjusted to increase the fair value of property and equipment (net) of $8,755,836 and intangible assets of $4,067,735 offset by a decrease to goodwill of $12,823,571 and an increase in depreciation expense of $211,617 and a decrease in gain on disposal of equipment of $193,992. | |||||||
The following details the final fair value of the consideration transferred to effect the acquisition of CTT: | |||||||
Cash and debt consideration | $ | 9,978,591 | |||||
Earnings based deferred consideration liability | 2,300,000 | ||||||
Share based deferred consideration liability | 4,708,348 | ||||||
Total fair value consideration | $ | 16,986,939 | |||||
The following is the final fair value of the net assets acquired by the Company in the acquisition, reconciled to the total fair value of the consideration transferred: | |||||||
Cash | $ | 78,135 | |||||
Accounts receivable | 3,023,355 | ||||||
Inventory | 251,605 | ||||||
Prepaid expenses | 655,616 | ||||||
Property and equipment | 15,982,000 | ||||||
Intangible assets | 4,067,735 | ||||||
Other assets | 15,356 | ||||||
Accounts payable and accrued | (4,682,095 | ) | |||||
Financed insurance premium | (81,024 | ) | |||||
Notes payable | (2,323,744 | ) | |||||
$ | 16,986,939 | ||||||
The share based deferred consideration liability was settled in May 2013 in which the company issued an additional 143,228 shares of common stock in full satisfaction of the Company’s liability. A total of 437,500 common shares were issued to settle the liability by increasing the amount of the equity by the same amount of the liability settlement with no gain or loss recognized for the liability settlement. | |||||||
The previous owner of CTT was granted the right to receive additional consideration based on specified earnings targets at the end of the contingency period, which is July 31, 2013, as specified in the CTT acquisition agreement. The fair value of the earnings based contingent liability was determined based on the earnings as of future fiscal period-ends. Based on CTT’s earnings through December 31, 2013 and 2012, the fair value of the earnings based contingent liability of $2,300,000 (recorded at the acquisition date) has changed as of December 31, 2013 and the additional consideration to be paid based upon specific earnings targets were not achieved and therefore the contingent liability of $2,300,000 has been written off and included in other income (expense) for the year. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Intangible Assets | ' | ||||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||||
6. INTANGIBLE ASSETS: | |||||||||||||||
In connection with the acquisition of CTT, the Company acquired intangible assets consisting of disposal well permits, and customer relationships. The Company valued the disposal well permits using the build-out (Greenfield) valuation technique. The customer relationships were valued by the Company using the excess earnings valuation technique. | |||||||||||||||
Disposal well permits and customer relationships are considered definite-life intangible assets which are amortizable over their estimated useful life. | |||||||||||||||
The intangible assets, net of amortization as of December 31, 2013 and 2012 were as follows: | |||||||||||||||
31-Dec-13 | |||||||||||||||
Accumulated | Weighted Average | ||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||
Intangible assets: | |||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (296,631 | ) | $ | 1,797,236 | 10 years | |||||||
Customer relationships | 1,973,867 | (279,631 | ) | 1,694,236 | 10 years | ||||||||||
$ | 4,067,734 | $ | (576,262 | ) | $ | 3,491,472 | |||||||||
31-Dec-12 | |||||||||||||||
Accumulated | Weighted Average | ||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||
Intangible assets: | |||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (87,245 | ) | $ | 2,006,622 | 10 years | |||||||
Customer relationships | 1,973,867 | (82,244 | ) | 1,891,623 | 10 years | ||||||||||
$ | 4,067,734 | $ | (169,489 | ) | $ | 3,898,245 | |||||||||
Future amortization expense for definite-life intangible assets as of December 31, 2013 is as follows: | |||||||||||||||
Periods | |||||||||||||||
Ending | |||||||||||||||
December 31, | |||||||||||||||
2014 | $ | 406,776 | |||||||||||||
2015 | 406,776 | ||||||||||||||
2016 | 406,776 | ||||||||||||||
2017 | 406,776 | ||||||||||||||
2018 | 406,776 | ||||||||||||||
Thereafter | 1,457,592 | ||||||||||||||
$ | 3,491,472 |
BORROWINGS
BORROWINGS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Long-term Debt, Unclassified [Abstract] | ' | ||||||||
BORROWINGS | ' | ||||||||
7. BORROWINGS: | |||||||||
Long-term debt as of December 31, 2013 was as follows: | |||||||||
December 31, | |||||||||
2013 | |||||||||
Revolving credit facility and term loan (a) | $ | 3,767,585 | |||||||
ICON term note (b) | 4,223,996 | ||||||||
Loans from shareholder (f) | 1,596,000 | ||||||||
Notes payable (c) | 2,082,409 | ||||||||
Installment notes (d) | 221,467 | ||||||||
Convertible note (e) | 117,246 | ||||||||
Total debt | $ | 12,008,703 | |||||||
In connection with the acquisition of CTT, the Company and its subsidiaries entered into loan agreements effective July 23, 2012 with Capital One Business Credit Corp. (Capital One) and ICON Investments (ICON) the proceeds of which were primarily used for the cash portion of the acquisition. The Company subsequently fell into technical default and on May 24, 2013 the Company entered into a forbearance agreement with Capital One. | |||||||||
a. | Pursuant to the terms of the forbearance agreement, Capital One reduced its loan commitments from $9 million to $7.75 million consisting of a revolving loan commitment of $1.75 million and a term loan commitment of $6 million subject to the terms of the Credit Agreement. The Credit Agreement had a maturity date of July 23, 2017 and pursuant to the forbearance agreement, provides for a default interest rate which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2013), in which all of the loans were converted into base rate borrowings, bearing default interest rates, at the expiration of the applicable interest period. All new loans shall be base rate borrowings, bearing default interest rates. As part of the forbearance agreement, the Company was required to raise $2 million in equity, pursue certain potential restructuring transactions and provide daily borrowing base certificates along with other financial reports as requested. The term loan portion of the Credit Agreement requires monthly payments of $100,000 plus interest with the balance of the loan plus unpaid interest was due on July 23, 2017. The Credit Agreement also provides for the payment of an unused commitment fee of .375% per annum. The loans are secured by all of the Company’s properties and assets except for its disposal wells wherein Capital One has a subordinated loan position to ICON. Pursuant to the terms of the Credit Agreement and the affirmative covenants, the Company is obligated to maintain all deposits with Capital One Bank, N.A. | ||||||||
As of February 4, 2014 the Credit Agreement and Forbearance Agreement were due on March 31, 2014 and was amended as follows: the Revolving Commitments shall be reduced (on a weekly basis) by $50,000 on February 17, 2014 and each week thereafter. In addition, on February 7, 2014, the Administrative Agent and Lenders will commence establishing intra-month reserves of $25,000 per week for the monthly principal installments of the Term Loan on the first day of each subsequent month. Unless otherwise agreed upon by the Administrative Agent and Lenders, no further loans will be made after March 31, 2014. | |||||||||
On April 11, 2014 an accredited investor, which is a shareholder purchased the Note and related collateral from Capital One and assumed all the existing terms and conditions of the Credit Agreement and Forbearance Agreements. As of May 21, 2014 these balances were past due. | |||||||||
b. | The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON for the amount of $5 million. The Loan Agreement provides for 14% monthly interest only payments with repayment of the principal and accrued but unpaid interest on February 1, 2018. ICON has a senior secured position on the Company’s disposal wells and a subordinated position to Capital One on all other Company properties and assets. The covenants in the ICON Note are in all material respects the same as in the Capital One Credit Agreement. As of December 31, 2013, the Company was not in compliance of its debt covenants and accordingly classified the entire note balance as a current liability. In addition, on February 10, 2014 the Company received a notice of payment default for interest owed. ICON also reserved all of its rights and remedies under the ICON Credit Agreement and common law by virtue of the Credit Parties default on their obligations. | ||||||||
c. | The Company assumed two notes payable in connection with the acquisition of CTT. The notes relate to the CTT’s purchase of common stock shares from two former stockholders. The primary note payable in the original amount of $3,445,708 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $33,003 including interest, maturing December 1, 2018. The Company’s secondary note payable in the original amount of $219,555 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $2,488 including interest, maturing December 1, 2018. Both notes are subordinated to the Capital One and ICON notes. Payments of principal and interest have been suspended based upon defaults in the Capital One and ICON credit agreements. The suspension of the payments do not constitute a default in accordance with the subordinated agreement. | ||||||||
d. | The Company’s installment loan with principal balances of $221,000 for property and equipment used in the Company’s operations. At December 31, 2013, the loan matures in September 2017 with interest rates of 5.69% and monthly minimum payments of $5,377. | ||||||||
e. | The Company entered into a convertible note agreement with Asher Enterprises, Inc. in the amount of $153,500 with a stated interest rate of 8% per annum and effective interest rate of 70% per annum. The note, due in May 19, 2014, is convertible into shares of the Company’s common stock, at the discretion of the holder commencing 180 days following the date of the debenture at a conversion price per share equal to a discount of 35% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion date. The Company evaluated the note and determined that the conversion option does not constitute a derivative liability for financial reporting purposes. The beneficial conversion feature discount resulting from the conversion price of $0.34, below the market price on August 15, 2013 of $0.53, resulted in a discount of $72,235 of which $35,987 was amortized during the year ended December 31, 2013. | ||||||||
f. | On September 30, 2013 an accredited investor, which is a shareholder of the Company, advanced the Company funds for operations. Total principal advances under this facility totaled $1,596,000 as of December 31, 2013. These advances are due on demand with interest rate of 0%. | ||||||||
Future maturities of long-term debt as of December 31, 2013 are as follows: | |||||||||
Years Ending | |||||||||
December 31, | |||||||||
2014 | $ | 8,756,472 | |||||||
2015 | 418,928 | ||||||||
2016 | 439,974 | ||||||||
2017 | 450,650 | ||||||||
2018 | 346,679 | ||||||||
$ | 10,412,703 |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity Transactions | ' | ||
EQUITY TRANSACTIONS | ' | ||
8. EQUITY TRANSACTIONS: | |||
a. | On September 2, 2011 Frontier entered into an Investment Agreement with LoneStar Income and Growth, LLC (LoneStar), a Texas limited liability company, an unrelated third party. The Investment Agreement provided that LoneStar would acquire up to 2,750,000 shares of Frontier’s 2011 Series A 8% Preferred Stock (the “Stock”) for the sum of $5,500,000 contingent upon Frontier using the proceeds of the Stock to acquire a majority 51% membership interest in Frontier Income and Growth, LLC, a saltwater transportation and disposal company. The attributes of the Stock allowed the holder to convert the preferred shares into two shares of Frontier’s common stock and a warrant for an additional share at an exercise price of $3.50 per share. LoneStar completed the purchase of $5,500,000 of the Stock and Frontier completed the acquisition of 51% of FIG in June 2012. Effective July 12, 2012, LoneStar elected to convert the Stock into 1,375,000 shares of the common stock and 2,750,000 warrants. The weighted average fair value for the warrants was estimated using the Black-Scholes option valuation model. The value of the warrants was calculated to be $4,065,385 that was recorded to paid-in capital. In connection with the conversion of the preferred stock into common stock on July 12, 2012, the Company agreed to pay LoneStar 8% interest on its investment from January 1, 2012 through June 30, 2012. The amount of interest was calculated to be $154,263 that is included in interest expense and accrued liabilities at December 31, 2012. | ||
b. | As stated above, Frontier acquired a majority 51% membership interest in FIG, a saltwater transportation and disposal company. During the year ended December 31, 2013, the Company engaged in an exchange offering to acquire the remaining 1,122 membership interests in FIG. As of September 28, 2012 the Company successfully obtained all of the remaining membership interests and issued a total of 467,500 shares of its common stock valued at $5,610,000. | ||
c. | On November 1, 2013 the Board of Directors voted for a four-to-one reverse split of the company’s common stock. | ||
d. | During the year ended December 31, 2013, the Company issued 1,750,000 shares of cumulative convertible preferred stock and 3,500,000 warrants for $700,000. The preferred stock features a 7% cumulative dividend, payable quarterly, with payment at the option of the Company to be made in kind or in shares of common stock based on a per share valuation set at a 25% discount to the 5 day average closing bid price of the market price. The preferred stock features provide that one preferred stock can be converted into one and a half shares of common stock subject to approval of the Company’s Board of Directors. The warrant features provide that 2 warrants may be exercised to purchase one share of common stock at a strike price of $0.20 per share with a term of 12-24 months from the date of issuance. The weighted average fair value for the warrants was estimated using the Black-Scholes option valuation model. The value of the warrants was calculated to be $503,774 that was recorded to additional paid-in capital. The Black-Scholes option valuation model inputs used are as follows: | ||
Average expected life in years | 1 | ||
Average risk-free interest rate | 4.00% | ||
Average volatility | 75% | ||
Dividend yield | 7% |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Stock Based Compensation | ' | ||||||||||||||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||||||||||||||
9. STOCK BASED COMPENSATION: | |||||||||||||||||||||||
Under the terms of the Company’s employment agreements with its officers, certain officers receive a grant of 25,000 shares of the Company’s common stock per quarter and a grant of 5,000 shares of the Company’s common stock times the number of years of completed service issued annually. In addition, certain officers receive options to purchase up to 15,000 of the Company’s common stock per calendar quarter at an exercise price equal to the ending bid price of the last market day prior to the date of the option award. The option exercise period for each option is up to two years from its date of issuance, at which time the option expires. Also, two officers who joined the Company in the first quarter of this year received a grant of certain restricted common stock shares as a sign-on bonus. The granted shares vest proportionally each quarter for the calendar year ended December 31, 2013. | |||||||||||||||||||||||
Additionally, each Director, except for Mr. O’Donnell, is awarded 25,000 shares of the Company’s common stock per calendar quarter (issued at the beginning of each quarter). | |||||||||||||||||||||||
Summary Stock Compensation Table | |||||||||||||||||||||||
The following table sets forth the Company’s paid or accrued stock compensation expense to its officers, directors and employees. | |||||||||||||||||||||||
Securities | |||||||||||||||||||||||
Stock | Non-Vested | Underlying | |||||||||||||||||||||
Stock | Options | Stock | Non-Vested | ||||||||||||||||||||
Awards | Awards | Awards (1) | Stock (1) | Total | |||||||||||||||||||
Year ended December 31, 2013 | $ | 1,664,163 | $ | 101,400 | $ | 641,500 | 605,000 | $ | 2,407,063 | ||||||||||||||
Year ended December 31, 2012 | $ | 1,055,663 | $ | 104,700 | $ | 255,000 | 300,000 | $ | 1,415,363 | ||||||||||||||
-1 | As of December 31, 2013, the Company’s unrecognized compensation expense related to the non-vested stock grants was $74,000. The Company also forfeited 100,000 shares of non-vested stock grants valued at $190,000 at the grant date. | ||||||||||||||||||||||
The Company executed a contract on January 12, 2012 for consulting and marketing services. Under the terms of the contract a portion of the fees to be paid are in the form of the Company’s common stock. For the year ended December 31, 2012 the Company recorded professional fees of $46,000 with an offsetting credit to stockholders’ equity. The Company executed a contract on May 10, 2013 for consulting and marketing services. Under the terms of the contract a portion of the fees to be paid are in the form of the Company’s common stock. For the year ended December 31, 2013 the Company recorded professional fees of $201,475 with an offsetting credit to stockholders’ equity. | |||||||||||||||||||||||
A summary of the status of the Company’s option grants as of December 31, 2013 and 2012 and the changes during the periods then ended is presented below: | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Remaining | Aggregate | ||||||||||||||||||||||
Weighted-Average | Contractual Term | Intrinsic | |||||||||||||||||||||
Shares | Exercise Price | (in Years) | Value | ||||||||||||||||||||
Outstanding December 31, 2011 | — | $ | — | — | $ | — | |||||||||||||||||
Granted | 150,000 | 1.54 | 1.64 | 231,600 | |||||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||||
Forfeited | — | — | — | — | |||||||||||||||||||
Outstanding December 31, 2012 | 150,000 | 1.54 | 0.64 | 231,600 | |||||||||||||||||||
Granted | 150,000 | 1.62 | 1.57 | 242,850 | |||||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||||
Forfeited | — | — | — | — | |||||||||||||||||||
Outstanding December 31, 2013 | 300,000 | $ | 1.58 | 1.11 | $ | 474,450 | |||||||||||||||||
The weighted average fair value at the grant date for options during the years ended December 31, 2013 and 2012 was estimated using the Black-Scholes option valuation model with the following inputs: | |||||||||||||||||||||||
Average expected life in years | 2 | ||||||||||||||||||||||
Average risk-free interest rate | 2.00% | ||||||||||||||||||||||
Average volatility | 75% | ||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Risk-free interest rates for the options were taken from the Daily Federal Yield Curve Rates on the grant dates for the expected life of the options as published by the Federal Reserve. The expected volatility was based upon historical data and other relevant factors such as changes in historical volatility, capital structure, and its daily trading volumes. | |||||||||||||||||||||||
In calculating the expected life of stock options, the Company determines the amount of time from grant date to contractual term date for vested options. In developing the expected life assumption, all amounts of time are weighted by the number of underlying options. | |||||||||||||||||||||||
A summary of the status of the Company’s vested and non-vested option grants at December 31, 2013 and the weighted average grant date fair value is presented below: | |||||||||||||||||||||||
Weighted Average | Weighted Average | ||||||||||||||||||||||
Grant Date | Grant Date | ||||||||||||||||||||||
Shares | Fair Value per Share | Fair Value | |||||||||||||||||||||
Vested | 300,000 | $ | 0.69 | $ | 206,100 | ||||||||||||||||||
Nonvested | — | — | — | ||||||||||||||||||||
Total | 300,000 | $ | 0.69 | $ | 206,100 |
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2013 | |
Postemployment Benefits [Abstract] | ' |
EMPLOYEE BENEFIT PLAN | ' |
10. EMPLOYEE BENEFIT PLAN | |
CTT sponsors a 401(k) defined contribution plan covering substantially all employees. CTT is required and generally matches contributions up to a maximum of 4% of the participant’s earnings. The matching contributions for the year ended December 31, 2013 and 2012 were $45,853 and $28,380, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies | ' | ||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||
11. COMMITMENTS AND CONTINGENCIES: | |||||||||||||
a. | During the year ended December 31, 2012 a complaint was filed with the Texas Railroad Commission (RRC) regarding the operation of one of Trinity Disposal Wells, LLC’s wells in East Texas. The complaint requested that the RRC terminate the well injection permit on the basis that the Company violated the terms of the permit by failing to confine injection fluids to the permitted interval and that the escape of such fluids is causing waste and poses a threat to fresh water. The Company answered the complaint and presented expert testimony contradicting the claim. On May 24, 2013, the RRC dismissed the complaint and ruled in favor of the Company. | ||||||||||||
b. | The Company is obligated for $1,435,300 under long-term leases for the use of land where seven of its disposal wells are located. Three of the leases are for extended periods of time. The first lease expires on February 7, 2023 (with two options to renew for an additional 10 years each).The second lease expires on December 1, 2034 with no option to renew and the third lease expires on May 31, 2018 with one year renewal options. The monthly lease payment for the disposal well leases is $10,300. | ||||||||||||
The Company’s operating lease agreement, as amended as of March 6, 2014, expires May 31, 2014 and now requires a base monthly rent payment of $2,500 for its office space located in Dallas, Texas. In addition in consideration for deferment in rental payments the Company executed a $20,000 10% promissory note payable with the following terms: estimated minimum $5,000 per month due and payable on the first day of each month and the entire unpaid principal balance of the promissory note, plus all accrued but unpaid interest, if any, shall be due and payable on or before September 1, 2014. Rent expense for the twelve months ended December 31, 2013 and 2012 was $97,998 and $66,345, respectively. Following is a schedule of lease payments by year: | |||||||||||||
Years Ending | Disposal Well | Office Space | |||||||||||
December 31, | |||||||||||||
2014 | $ | 123,600 | $ | 37,535 | |||||||||
2015 | 123,600 | — | |||||||||||
2016 | 123,600 | — | |||||||||||
2017 | 116,100 | — | |||||||||||
2018 | 105,600 | — | |||||||||||
Thereafter | 842,800 | — | |||||||||||
$ | 1,435,300 | $ | 37,535 | ||||||||||
c. | A share based deferred consideration liability was recorded as part of the CTT purchase consideration based on the Stock Purchase Agreement dated June 29, 2012. The previous owner of CTT received $4,708,348 in consideration in the form of common shares with a right to receive additional common shares if the share price of the company falls below $4.00 per share at the end of the measurement period, which was January 25, 2014, as specified in the stock purchase agreement. The share based deferred consideration liability was settled on May 1, 2013 and the Company issued an additional 143,228 shares of common stock in full satisfaction of the Company’s liability. A total of 437,500 common shares were issued to settle the liability. | ||||||||||||
d. | An earnings based deferred consideration liability was recorded as part of the CTT purchase consideration based on the Stock Purchase Agreement dated June 29, 2012 which was amended on May 1, 2013. The previous owner of CTT was granted the right to receive additional consideration based on specified earnings targets at the end of the measurement period, which ends on June 30, 2014, as specified in the amended agreement dated May 1, 2013. Based on CTT’s earnings through December 31, 2013, the fair value of the earnings based contingent liability of $2,300,000 (recorded at the acquisition date) has changed as of December 31, 2013 and the additional consideration based upon specific earnings targets were not achieved and therefore the contingent liability of $2,300,000 has been cancelled and the gain was included in other income (expense) for the year ended December 31, 2013. | ||||||||||||
e. | On July 26, 2013, the Company entered into an employee termination agreement (the “Termination Agreement”) with the Company’s President and Chief Executive Officer, pursuant to which his employment with the Company terminated on July 26, 2013. Pursuant to the Termination Agreement, the Company is required to pay for a period of six months a gross monthly salary and consulting fee for a total of $12,500 per month and any accrued vacations In addition, the Company agreed to pay a structured success fee for the Company’s acquisitions that were originated by Mr. Burroughs. | ||||||||||||
f. | From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs and legal costs associated with these matters when they become probable and the amount can be reasonably estimated. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued Operations | ' | ||||||||
DISCONTINUED OPERATIONS | ' | ||||||||
12. DISCONTINUED OPERATIONS: | |||||||||
On July 24, 2013, the Company approved the plan to sell certain assets and to discontinue the operations of Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC. The effective date of the discontinuation of operations is June 1, 2013. The Company expects to sell all of its assets and winding down its operations in the next three months. During that period, FIG will continue to generate minimal activities related to its saltwater disposal operations. | |||||||||
The fixed assets of FIG are classified as assets held for sale in the consolidated balance sheets as of December 31, 2013 and 2012 in accordance with (ASC 205-20), Presentation of Financial Statements - Discontinued Operations. FIG’s net losses of $2,899,458 and $1,131,692 for the years ended December 31, 2013 and 2012 are included in discontinued operations. | |||||||||
During fiscal year 2013, the Company sold its rolling stock for proceeds of $1,295,000, resulting in a net gain of $151,891. The Company also sold one of the disposal wells for proceeds of $1,300,000, resulting in a net gain of $212,756. | |||||||||
The carrying amounts of the fixed assets, net of accumulated depreciation as of December 31, 2013 and 2012 were $1,946,743 and $6,596,110. In 2013, the Company determined that it would not be able to fully recover the carrying amount of its disposal wells from FIG. In accordance with the guidance for the impairment of long-lived assets, the Company recorded an impairment charge of $1.8 million in 2013 to adjust the carrying value of the asset to our estimate of its fair value. We estimated that fair value using the comparable sales method. The impairment charge impacted the loss from discontinued operations, net of income taxes line in our consolidated statement of operations. As of December 31, 2012 the Company had not identified any such impairment. | |||||||||
FIG’s revenue and net loss before income tax are summarized as follows: | |||||||||
For The Years Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Revenues | $ | 4,742,263 | $ | 5,328,897 | |||||
Net loss before income tax | $ | (2,899,458 | ) | $ | (1,131,692 | ) | |||
Assets and liabilities classified as discontinued operations are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Cash | $ | 56,240 | $ | 7,256 | |||||
Accounts receivable | 69,819 | 1,027,527 | |||||||
Inventory, primarily parts | — | 21,347 | |||||||
Prepaid expenses, primarily insurance | — | 134,501 | |||||||
Deposits | 10,620 | 25,960 | |||||||
Total assets | $ | 136,679 | $ | 1,216,591 | |||||
Current portion of long-term debt | $ | — | $ | 84,668 | |||||
Accounts payable | 1,340,936 | 1,036,382 | |||||||
Accrued liabilities | 134,807 | 119,673 | |||||||
Long-term debt, less current maturities | — | 170,474 | |||||||
Total liabilities | $ | 1,475,743 | $ | 1,411,197 |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||
13. INCOME TAXES: | |||||||||||||||||
The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes has been recorded for the twelve months ended December 31, 2013 due to the Company’s net operating loss carryforward from prior years. | |||||||||||||||||
The following table reconciles income tax expense and rate base on the statutory rate to the Company’s income tax expense. | |||||||||||||||||
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Amount | Percentage | Amount | Percentage | ||||||||||||||
Computed “expected” income tax benefit | $ | (3,031,996 | ) | 35 | $ | (2,360,796 | ) | 35 | |||||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||||||
Permanent differences | 11,065 | (0.13 | ) | (142,395 | ) | 2.11 | |||||||||||
State taxes, net of Federal benefit | (25,273 | ) | 0.29 | (12,389 | ) | 0.18 | |||||||||||
Changes in valuation allowance | 3,118,413 | (36.00 | ) | 2,550,978 | (37.82 | ) | |||||||||||
Provision for federal and state income tax | $ | 72,209 | (0.84 | ) | $ | 35,398 | (0.53 | ) | |||||||||
Deferred Income Taxes | |||||||||||||||||
Deferred income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of our deferred taxes are as follows: | |||||||||||||||||
Years Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||||||
Deferred tax assets (liabilities): | |||||||||||||||||
Net operating loss carryforward | $ | 9,305,353 | $ | 6,256,589 | |||||||||||||
Stock based compensation | 72,135 | 36,645 | |||||||||||||||
Depreciation and amortization | (1,228,538 | ) | (270,624 | ) | |||||||||||||
Total deferred tax assets | 8,148,950 | 6,022,610 | |||||||||||||||
Valuation allowance | (8,148,950 | ) | (6,022,610 | ) | |||||||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||||||
At December 31, 2013 and 2012, we have net operating loss carryforwards of approximately $26.6 million and $15.2 million, respectively, remaining for federal income tax purposes. The change in the valuation allowance for the current year includes a revision of the prior year estimated net operating loss carryforward of $2.6 million. Net operating loss carryforwards may be used in future years to offset taxable income subject to compliance with Section 382 of the Internal Revenue Code. The federal net operating loss carryforwards will expire in 2018 through 2033. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
14. SUBSEQUENT EVENTS | |
On February 11, 2014 we sold one of our disposal wells known as the Weiner Disposal Well located in Panola County Texas for the principal sum of $230,000. The proceeds of the sale were also used primarily to pay down secured debt. | |
On February 27, 2014 we sold 10 acres of vacant land located in Johnson County Texas for the principal sum of $125,000. The net proceeds of the sale were used to pay down secured debt. | |
On April 11, 2014, we refinanced the line of credit and the term loan from Capital One Bank, N.A with a shareholder who is an accredited investor. The terms of the new loan are the same as the previous credit agreement with Capital One Bank. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. | |||||||||
Non-controlling Interests | ' | ||||||||
Non-controlling Interests | |||||||||
The Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, Consolidation, to account for the non-controlling interest in FIG. ASC 810 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the non-controlling owner. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 periods. Actual results could differ significantly from previously estimated amounts. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company recognizes revenues when services are rendered, field tickets are signed and received, and when payment is determinable and reasonably assured. The Company extends unsecured credit to its customers for amounts invoiced. | |||||||||
Cash | ' | ||||||||
Cash | |||||||||
For purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and short-term liquid investments with original maturities of three months or less when purchased. The Company is obligated to maintain all deposits in one financial institution. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2013 and 2012, none of the Company’s cash was in excess of federally insured limits. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
The Company performs periodic credit evaluations of its customers' financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management's expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2013, the Company’s allowance for doubtful accounts was $33,321. | |||||||||
At December 31, 2013 and 2012, the Company had the following customer concentrations. | |||||||||
Percentage of Revenue | Percentage of Accounts | ||||||||
Receivable | |||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Customer A | 60% | 45% | 32% | 33% | |||||
Customer B | 17% | 31% | * | 30% | |||||
Customer C | * | * | 14% | * | |||||
Customer D | * | * | 13% | * | |||||
* Less than 10% | |||||||||
Parts Inventory | ' | ||||||||
Parts Inventory | |||||||||
Parts inventory consists of replacement parts for the Company’s vehicles and transports and is stated at the lower of cost or market. Cost is determined using average cost method. | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
The Company's property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets for financial reporting purposes. Maintenance and repair costs are expensed when incurred, while major improvements are capitalized. | |||||||||
The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are charged or credited to income in the respective period. The estimated useful lives are as follows: | |||||||||
Asset Description | Estimated Useful Life | ||||||||
Trucks and equipment | 5-7 years | ||||||||
Disposal wells | 5-14 years | ||||||||
Buildings and improvements | 15-39 years | ||||||||
Office furniture and equipment | 5-7 years | ||||||||
During the year ended December 31, 2013, the Company disposed of property and equipment with a cost of $231,477 and accumulated depreciation of $46,342. The Company received total proceeds of $169,168 in which $45,759 was paid directly to the lender and recognized a loss of $15,967 in the accompanying consolidated statements of operations. During the year ended December 31, 2012, the Company disposed of property and equipment with a cost of $281,000 and accumulated depreciation of $18,733. The Company received total proceeds of approximately $127,500 and recognized a loss of $134,767 in the accompanying consolidated statements of operations. | |||||||||
Long-Lived Assets | ' | ||||||||
Long-Lived Assets | |||||||||
The Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be realizable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. In 2013, the Company determined that it would not be able to fully recover the carrying amount of its disposal wells from FIG. In accordance with the guidance for the impairment of long-lived assets, the Company recorded an impairment charge of $1.8 million in 2013 to adjust the carrying value of the asset to our estimate of its fair value. We estimated that fair value using the comparable sales method. The impairment charge impacted the loss from discontinued operations, net of income taxes line in our consolidated statement of operations. As of December 31, 2012 the Company had not identified any such impairment. | |||||||||
Asset retirement obligations | ' | ||||||||
Asset retirement obligations | |||||||||
ASC Topic 410, Asset Retirement and Environmental Obligations, requires companies to recognize a liability for an asset retirement obligation (ARO) at fair value in the period in which the obligation is incurred, if a reasonable estimate of fair value can be made. This obligation relates to the future costs of plugging and abandoning the Company’s saltwater disposal wells, the removal of equipment and facilities, and returning such land to its original condition. | |||||||||
Equity Instruments Issued for Goods and Services | ' | ||||||||
Equity Instruments Issued for Goods and Services | |||||||||
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. That cost is recognized in the consolidated financial statements over the period during which the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital. | |||||||||
Fair Value Measurements | ' | ||||||||
Fair Value Measurements | |||||||||
The ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the years ended December 31, 2013 and 2012. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||
Earnings Per Share (EPS) | ' | ||||||||
Earnings Per Share (EPS) | |||||||||
Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there were 300,000 stock options and 3,500,000 warrants outstanding that can potentially have a dilutive effect to the EPS. | |||||||||
Reclassifications | ' | ||||||||
Reclassifications | |||||||||
Certain amounts in the comparative consolidated financial statements have been reclassified from financial statements previously presented to conform to the presentation of the December 31, 2013 financial statements. | |||||||||
Reverse Stock Split | ' | ||||||||
Reverse Stock Split | |||||||||
On November 1, 2013 the Company effected a four-to-one reverse stock split. All information in this Annual Report on Form 10-K relating to the number of shares, price per share and per share amounts gives retroactive effect to the four-to-one reverse stock split of our capital stock. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||
Summary of customer concentrations | ' | ||||||||
At December 31, 2013 and 2012, the Company had the following customer concentrations. | |||||||||
Percentage of Revenue | Percentage of Accounts | ||||||||
Receivable | |||||||||
2013 | 2012 | 2013 | 2012 | ||||||
Customer A | 60% | 45% | 32% | 33% | |||||
Customer B | 17% | 31% | * | 30% | |||||
Customer C | * | * | 14% | * | |||||
Customer D | * | * | 13% | * | |||||
* Less than 10% | |||||||||
Summary of estimated lives of property and equipment | ' | ||||||||
The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are charged or credited to income in the respective period. The estimated useful lives are as follows: | |||||||||
Asset Description | Estimated Useful Life | ||||||||
Trucks and equipment | 5-7 years | ||||||||
Disposal wells | 5-14 years | ||||||||
Buildings and improvements | 15-39 years | ||||||||
Office furniture and equipment | 5-7 years |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Business Acquisitions Tables | ' | ||||||
Schedule of fair value of net assets acquired in acquisition | ' | ||||||
The following is the final fair value of the net assets acquired by the Company in the acquisition, reconciled to the total fair value of the consideration transferred: | |||||||
Cash | $ | 907,132 | |||||
Accounts receivable and accrued revenue | 1,794,260 | ||||||
Inventory | 61,905 | ||||||
Property and equipment (net) | 7,081,025 | ||||||
Deposits | 25,960 | ||||||
Other assets | 1,026,903 | ||||||
Notes payable | (2,346,973 | ) | |||||
Accounts payable and accrued expenses | (881,216 | ) | |||||
Fair value of net assets acquired as of May 31, 2012 | 7,668,996 | ||||||
Non-controlling interest adjustment | (3,791,996 | ) | |||||
Fair value of consideration transferred | $ | 3,877,000 | |||||
The following is the final fair value of the net assets acquired by the Company in the acquisition, reconciled to the total fair value of the consideration transferred: | |||||||
Cash | $ | 78,135 | |||||
Accounts receivable | 3,023,355 | ||||||
Inventory | 251,605 | ||||||
Prepaid expenses | 655,616 | ||||||
Property and equipment | 15,982,000 | ||||||
Intangible assets | 4,067,735 | ||||||
Other assets | 15,356 | ||||||
Accounts payable and accrued | (4,682,095 | ) | |||||
Financed insurance premium | (81,024 | ) | |||||
Notes payable | (2,323,744 | ) | |||||
$ | 16,986,939 | ||||||
Schedule of consideration transferred | ' | ||||||
The following details the final fair value of the consideration transferred to effect the acquisition of FIG: | |||||||
Fair value of consideration transferred | $ | 3,877,000 | |||||
In September 2012, the Company acquired the remaining 49% ownership of FIG. The transaction was valued at $5,610,000. The following is the final fair value of the non-controlling interest acquired by the Company in the transaction reconciled to the total final fair value of the consideration transferred: | |||||||
Fair value of 49% interest in FIG | $ | 3,635,361 | |||||
Decrease in additional paid-in capital on purchase of 49% interest in FIG | 1,974,639 | ||||||
Fair value of consideration transferred | $ | 5,610,000 | |||||
The following details the final fair value of the consideration transferred to effect the acquisition of CTT: | |||||||
Cash and debt consideration | $ | 9,978,591 | |||||
Earnings based deferred consideration liability | 2,300,000 | ||||||
Share based deferred consideration liability | 4,708,348 | ||||||
Total fair value consideration | $ | 16,986,939 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Intangible Assets Tables | ' | ||||||||||||||
Schedule of intangible assets | ' | ||||||||||||||
The intangible assets, net of amortization as of December 31, 2013 and 2012 were as follows: | |||||||||||||||
31-Dec-13 | |||||||||||||||
Accumulated | Weighted Average | ||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||
Intangible assets: | |||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (296,631 | ) | $ | 1,797,236 | 10 years | |||||||
Customer relationships | 1,973,867 | (279,631 | ) | 1,694,236 | 10 years | ||||||||||
$ | 4,067,734 | $ | (576,262 | ) | $ | 3,491,472 | |||||||||
31-Dec-12 | |||||||||||||||
Accumulated | Weighted Average | ||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||
Intangible assets: | |||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (87,245 | ) | $ | 2,006,622 | 10 years | |||||||
Customer relationships | 1,973,867 | (82,244 | ) | 1,891,623 | 10 years | ||||||||||
$ | 4,067,734 | $ | (169,489 | ) | $ | 3,898,245 | |||||||||
Schedule of future amortization expense for intangible assets | ' | ||||||||||||||
Future amortization expense for definite-life intangible assets as of December 31, 2013 is as follows: | |||||||||||||||
Periods | |||||||||||||||
Ending | |||||||||||||||
December 31, | |||||||||||||||
2014 | $ | 406,776 | |||||||||||||
2015 | 406,776 | ||||||||||||||
2016 | 406,776 | ||||||||||||||
2017 | 406,776 | ||||||||||||||
2018 | 406,776 | ||||||||||||||
Thereafter | 1,457,592 | ||||||||||||||
$ | 3,491,472 |
BORROWINGS_Tables
BORROWINGS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Borrowings Tables | ' | ||||||||
Schedule of Long-Term Debt, Net | ' | ||||||||
Long-term debt as of December 31, 2013 was as follows: | |||||||||
December 31, | |||||||||
2013 | |||||||||
Revolving credit facility and term loan (a) | $ | 3,767,585 | |||||||
ICON term note (b) | 4,223,996 | ||||||||
Loans from shareholder (f) | 1,596,000 | ||||||||
Notes payable (c) | 2,082,409 | ||||||||
Installment notes (d) | 221,467 | ||||||||
Convertible note (e) | 117,246 | ||||||||
Total debt | $ | 12,008,703 | |||||||
Schedule of future maturities of long-term debt | ' | ||||||||
Future maturities of long-term debt as of December 31, 2013 are as follows: | |||||||||
Years Ending | |||||||||
December 31, | |||||||||
2014 | $ | 8,756,472 | |||||||
2015 | 418,928 | ||||||||
2016 | 439,974 | ||||||||
2017 | 450,650 | ||||||||
2018 | 346,679 | ||||||||
$ | 10,412,703 |
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Equity Transactions Tables | ' | |
Schedule of Black-Scholes option valuation model inputs | ' | |
The Black-Scholes option valuation model inputs used are as follows: | ||
Average expected life in years | 1 | |
Average risk-free interest rate | 4.00% | |
Average volatility | 75% | |
Dividend yield | 7% |
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Stock Based Compensation Tables | ' | ||||||||||||||||||||||
Schedule of paid or accrued stock compensation expense | ' | ||||||||||||||||||||||
The following table sets forth the Company’s paid or accrued stock compensation expense to its officers, directors and employees. | |||||||||||||||||||||||
Securities | |||||||||||||||||||||||
Stock | Non-Vested | Underlying | |||||||||||||||||||||
Stock | Options | Stock | Non-Vested | ||||||||||||||||||||
Awards | Awards | Awards (1) | Stock (1) | Total | |||||||||||||||||||
Year ended December 31, 2013 | $ | 1,664,163 | $ | 101,400 | $ | 641,500 | 605,000 | $ | 2,407,063 | ||||||||||||||
Year ended December 31, 2012 | $ | 1,055,663 | $ | 104,700 | $ | 255,000 | 300,000 | $ | 1,415,363 | ||||||||||||||
-1 | As of December 31, 2013, the Company’s unrecognized compensation expense related to the non-vested stock grants was $74,000. The Company also forfeited 100,000 shares of non-vested stock grants valued at $190,000 at the grant date. | ||||||||||||||||||||||
Schedule of status of the Company's option grants | ' | ||||||||||||||||||||||
A summary of the status of the Company’s option grants as of December 31, 2013 and 2012 and the changes during the periods then ended is presented below: | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Remaining | Aggregate | ||||||||||||||||||||||
Weighted-Average | Contractual Term | Intrinsic | |||||||||||||||||||||
Shares | Exercise Price | (in Years) | Value | ||||||||||||||||||||
Outstanding December 31, 2011 | — | $ | — | — | $ | — | |||||||||||||||||
Granted | 150,000 | 1.54 | 1.64 | 231,600 | |||||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||||
Forfeited | — | — | — | — | |||||||||||||||||||
Outstanding December 31, 2012 | 150,000 | 1.54 | 0.64 | 231,600 | |||||||||||||||||||
Granted | 150,000 | 1.62 | 1.57 | 242,850 | |||||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||||
Forfeited | — | — | — | — | |||||||||||||||||||
Outstanding December 31, 2013 | 300,000 | $ | 1.58 | 1.11 | $ | 474,450 | |||||||||||||||||
Schedule of valuation assumptions | ' | ||||||||||||||||||||||
The weighted average fair value at the grant date for options during the years ended December 31, 2013 and 2012 was estimated using the Black-Scholes option valuation model with the following inputs: | |||||||||||||||||||||||
Average expected life in years | 2 | ||||||||||||||||||||||
Average risk-free interest rate | 2.00% | ||||||||||||||||||||||
Average volatility | 75% | ||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Schedule of vested and nonvested option grants | ' | ||||||||||||||||||||||
A summary of the status of the Company’s vested and non-vested option grants at December 31, 2013 and the weighted average grant date fair value is presented below: | |||||||||||||||||||||||
Weighted Average | Weighted Average | ||||||||||||||||||||||
Grant Date | Grant Date | ||||||||||||||||||||||
Shares | Fair Value per Share | Fair Value | |||||||||||||||||||||
Vested | 300,000 | $ | 0.69 | $ | 206,100 | ||||||||||||||||||
Nonvested | — | — | — | ||||||||||||||||||||
Total | 300,000 | $ | 0.69 | $ | 206,100 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Schedule of base lease payments by year | ' | ||||||||||||
Following is a schedule of lease payments by year: | |||||||||||||
Years Ending | Disposal Well | Office Space | |||||||||||
December 31, | |||||||||||||
2014 | $ | 123,600 | $ | 37,535 | |||||||||
2015 | 123,600 | — | |||||||||||
2016 | 123,600 | — | |||||||||||
2017 | 116,100 | — | |||||||||||
2018 | 105,600 | — | |||||||||||
Thereafter | 842,800 | — | |||||||||||
$ | 1,435,300 | $ | 37,535 |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued Operations Tables | ' | ||||||||
Schedule of discontinued operations | ' | ||||||||
FIG’s revenue and net loss before income tax are summarized as follows: | |||||||||
For The Years Ended | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Revenues | $ | 4,742,263 | $ | 5,328,897 | |||||
Net loss before income tax | $ | (2,899,458 | ) | $ | (1,131,692 | ) | |||
Assets and liabilities classified as discontinued operations are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Cash | $ | 56,240 | $ | 7,256 | |||||
Accounts receivable | 69,819 | 1,027,527 | |||||||
Inventory, primarily parts | — | 21,347 | |||||||
Prepaid expenses, primarily insurance | — | 134,501 | |||||||
Deposits | 10,620 | 25,960 | |||||||
Total assets | $ | 136,679 | $ | 1,216,591 | |||||
Current portion of long-term debt | $ | — | $ | 84,668 | |||||
Accounts payable | 1,340,936 | 1,036,382 | |||||||
Accrued liabilities | 134,807 | 119,673 | |||||||
Long-term debt, less current maturities | — | 170,474 | |||||||
Total liabilities | $ | 1,475,743 | $ | 1,411,197 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Reconciliation of statutory tax expense to our income tax provision | ' | ||||||||||||||||
The following table reconciles income tax expense and rate base on the statutory rate to the Company’s income tax expense. | |||||||||||||||||
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Amount | Percentage | Amount | Percentage | ||||||||||||||
Computed “expected” income tax benefit | $ | (3,031,996 | ) | 35 | $ | (2,360,796 | ) | 35 | |||||||||
Increase (decrease) in income taxes resulting from: | |||||||||||||||||
Permanent differences | 11,065 | (0.13 | ) | (142,395 | ) | 2.11 | |||||||||||
State taxes, net of Federal benefit | (25,273 | ) | 0.29 | (12,389 | ) | 0.18 | |||||||||||
Changes in valuation allowance | 3,118,413 | (36.00 | ) | 2,550,978 | (37.82 | ) | |||||||||||
Provision for federal and state income tax | $ | 72,209 | (0.84 | ) | $ | 35,398 | (0.53 | ) | |||||||||
Components of deferred taxes | ' | ||||||||||||||||
Deferred income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of our deferred taxes are as follows: | |||||||||||||||||
Years Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||||||
Deferred tax assets (liabilities): | |||||||||||||||||
Net operating loss carryforward | $ | 9,305,353 | $ | 6,256,589 | |||||||||||||
Stock based compensation | 72,135 | 36,645 | |||||||||||||||
Depreciation and amortization | (1,228,538 | ) | (270,624 | ) | |||||||||||||
Total deferred tax assets | 8,148,950 | 6,022,610 | |||||||||||||||
Valuation allowance | (8,148,950 | ) | (6,022,610 | ) | |||||||||||||
Net deferred tax assets | $ | — | $ | — |
BUSINESS_ACTIVITIES_Details_Na
BUSINESS ACTIVITIES (Details Narrative) (Frontier Income And Growth Llc [Member]) | Sep. 30, 2012 | Jun. 04, 2012 |
Frontier Income And Growth Llc [Member] | ' | ' |
Percentage interest acquired | 49.00% | 51.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash, FDIC insured amount | $250,000 | ' |
Allowance for doubtful accounts | 33,321 | ' |
Proceeds from sale of property and equipment | 123,409 | 127,321 |
Impairment of long lived assets | 1,800,000 | ' |
Stock Option Awards [Member] | ' | ' |
Potentially dilutive shares excluded from EPS | 300,000 | ' |
Warrants [Member] | ' | ' |
Potentially dilutive shares excluded from EPS | 3,500,000 | ' |
Property and equipment [Member] | ' | ' |
Property and equipment, Disposals | 231,477 | 281,000 |
Property and equipment, Disposals, Accumulated depreciation | 46,342 | 18,733 |
Proceeds from sale of property and equipment | 169,168 | 127,500 |
Payments to lender from disposal | $45,759 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Percentage of concentration risk | 10.00% | ' | ||
Sales [Member] | Customer A [Member] | ' | ' | ||
Percentage of concentration risk | 60.00% | 45.00% | ||
Sales [Member] | Customer B [Member] | ' | ' | ||
Percentage of concentration risk | 17.00% | 31.00% | ||
Sales [Member] | Customer C [Member] | ' | ' | ||
Percentage of concentration risk | ' | [1] | ' | [1] |
Sales [Member] | Customer D [Member] | ' | ' | ||
Percentage of concentration risk | ' | [1] | ' | [1] |
Accounts Receivable [Member] | Customer A [Member] | ' | ' | ||
Percentage of concentration risk | 32.00% | 33.00% | ||
Accounts Receivable [Member] | Customer B [Member] | ' | ' | ||
Percentage of concentration risk | ' | [1] | 30.00% | |
Accounts Receivable [Member] | Customer C [Member] | ' | ' | ||
Percentage of concentration risk | 14.00% | ' | [1] | |
Accounts Receivable [Member] | Customer D [Member] | ' | ' | ||
Percentage of concentration risk | 13.00% | ' | [1] | |
[1] | Less than 10% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Trucks and equipment [Member] | Minimum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '5 years |
Trucks and equipment [Member] | Maximum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '7 years |
Disposal Wells [Member] | Minimum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '5 years |
Disposal Wells [Member] | Maximum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '14 years |
Buildings and improvements [Member] | Minimum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '15 years |
Buildings and improvements [Member] | Maximum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '39 years |
Office furniture and equipment [Member] | Minimum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '5 years |
Office furniture and equipment [Member] | Maximum [Member] | ' |
Summary of estimated lives of property and equipment | ' |
Estimated Useful Life | '7 years |
BUSINESS_ACQUISITIONS_Details_
BUSINESS ACQUISITIONS (Details Narrative) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
1-May-13 | Sep. 30, 2012 | Jun. 04, 2012 | Dec. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | |
Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Chico Coffman Tank Trucks [Member] | Chico Coffman Tank Trucks [Member] | ||
Percentage interest acquired | ' | 49.00% | 51.00% | ' | ' | ' |
Number of units acquired | ' | ' | 124 | 1,122 | ' | ' |
Units owned | ' | ' | 1,168 | ' | ' | ' |
Percentage ownership | ' | ' | 51.00% | ' | ' | ' |
Gross purchase price | ' | $5,610,000 | $5,080,000 | ' | $16,986,939 | ' |
Transfer of borrowed fund from Affiliate for acquistion | ' | ' | 1,203,000 | ' | ' | ' |
Fair value of consideration transferred | ' | 5,610,000 | 3,877,000 | ' | 16,986,939 | ' |
Fair value of equity interest before acquisition date | ' | 3,635,361 | 3,791,996 | ' | ' | ' |
Increase in fair value of property and equipment | ' | ' | 1,050,344 | ' | 8,755,836 | ' |
Decrease in fair value of goodwill | ' | ' | 501,487 | ' | 12,823,571 | ' |
Increase in fair value of depreciation expense | ' | ' | 164,061 | ' | 211,617 | ' |
Decrease in fair value of gain on disposal of equipment | ' | ' | 2,074 | ' | 193,992 | ' |
Increase in fair value of intangible assets | ' | ' | ' | ' | 4,067,735 | ' |
Credit facilities loaned to facilitate the acquisition | ' | ' | ' | ' | 12,000,000 | ' |
Total number of shares issued in the acquisition | 437,500 | ' | ' | ' | ' | ' |
Total number of shares issued in the acquisition to settle share based deferred consideration liability | 143,228 | ' | ' | ' | ' | ' |
Gain on deferred consideration payable write-off | ' | ' | ' | ' | ' | ($2,300,000) |
BUSINESS_ACQUISITIONS_Details
BUSINESS ACQUISITIONS (Details) (USD $) | 0 Months Ended | ||
Sep. 30, 2012 | Jun. 04, 2012 | Jul. 31, 2012 | |
Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Chico Coffman Tank Trucks [Member] | |
Assets acquired and Liabilities Assumed | ' | ' | ' |
Cash | ' | $907,132 | $78,135 |
Accounts receivable | ' | 1,794,260 | 3,023,355 |
Inventory | ' | 61,905 | 251,605 |
Prepaid expenses | ' | ' | 655,616 |
Deposits | ' | 25,960 | ' |
Property and equipment | ' | 7,081,025 | 15,982,000 |
Intangible assets | ' | ' | 4,067,735 |
Other assets | ' | 1,026,903 | 15,356 |
Notes payable | ' | -2,346,973 | -2,323,744 |
Accounts payable and accrued expenses | ' | -881,216 | -4,682,095 |
Financed insurance premiums | ' | ' | -81,024 |
Fair value of net assets | ' | 7,668,996 | 16,986,939 |
Non-controlling interest adjustment | ' | -3,791,996 | ' |
Fair value of consideration transferred | $5,610,000 | $3,877,000 | $16,986,939 |
BUSINESS_ACQUISITIONS_Details_1
BUSINESS ACQUISITIONS (Details 1) (Frontier Income And Growth Llc [Member], USD $) | 0 Months Ended | |
Sep. 30, 2012 | Jun. 04, 2012 | |
Frontier Income And Growth Llc [Member] | ' | ' |
Fair value of equity interest before acquisition date | $3,635,361 | $3,791,996 |
Decrease in additional paid in capital on purchase of 49% interest in FIG | 1,974,639 | ' |
Fair value of consideration transferred | $5,610,000 | $3,877,000 |
BUSINESS_ACQUISITIONS_Details_2
BUSINESS ACQUISITIONS (Details 2) (Chico Coffman Tank Trucks [Member], USD $) | 0 Months Ended |
Jul. 31, 2012 | |
Chico Coffman Tank Trucks [Member] | ' |
Cash and debt consideration | $9,978,591 |
Earnings based deferred compensation liability | 2,300,000 |
Share based deferred compensation liability | 4,708,348 |
Fair value of consideration transferred | $16,986,939 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Intangibles, Gross | $4,067,734 | $4,067,734 |
Intangibles, Accumulated Amortization | -576,262 | -169,489 |
Intangibles, net | 3,491,472 | 3,898,245 |
Disposal Wells [Member] | ' | ' |
Intangibles, Gross | 2,093,867 | 2,093,867 |
Intangibles, Accumulated Amortization | -296,631 | -87,245 |
Intangibles, net | 1,797,236 | 2,006,622 |
Intangible assets, Weighted Average Useful Life | '10 years | '10 years |
Customer Relationships [Member] | ' | ' |
Intangibles, Gross | 1,973,867 | 1,973,867 |
Intangibles, Accumulated Amortization | -279,631 | -82,244 |
Intangibles, net | $1,694,236 | $1,891,623 |
Intangible assets, Weighted Average Useful Life | '10 years | '10 years |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Expected amortization expense for the period ending December 31, | ' | ' |
2014 | $406,776 | ' |
2015 | 406,776 | ' |
2016 | 406,776 | ' |
2017 | 406,776 | ' |
2018 | 406,776 | ' |
Thereafter | 1,457,592 | ' |
Intangibles, net | $3,491,472 | $3,898,245 |
BORROWINGS_Details_Narrative
BORROWINGS (Details Narrative) (USD $) | Dec. 31, 2013 | Aug. 15, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | 23-May-13 | Jul. 23, 2012 | Mar. 31, 2014 | 24-May-13 | 24-May-13 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 23, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility And Term Loan [Member] | Revolving Credit Facility And Term Loan [Member] | Revolving Credit Facility And Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Installment Notes [Member] | Asher Convertible Notes Payable [Member] | Icon Term Note [Member] | Chico Coffman Tank Trucks [Member] | Chico Coffman Tank Trucks [Member] | ||||
Primary Notes Payable [Member] | Secondary Notes Payable [Member] | |||||||||||||||
Credit facility commitment from Capital One | ' | ' | ' | ' | ' | ' | $7,750,000 | $9,000,000 | ' | $1,750,000 | $6,000,000 | ' | ' | ' | ' | ' |
Weekly amount of the reduction in revolving commitments | ' | ' | ' | ' | ' | ' | ' | ' | -50,000 | ' | ' | ' | ' | ' | ' | ' |
Weekly amount of funding of restricted cash reserves | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity Date | ' | ' | ' | ' | ' | 23-Jul-17 | ' | ' | ' | ' | ' | ' | ' | ' | 1-Dec-18 | 1-Dec-18 |
Interest rate description | ' | ' | ' | ' | ' | 'Base Rate Plus Applicable Margin Plus 2% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Spread on variable rate basis | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity to be raised as part of the forbearance agreement | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan payment amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,377 | ' | ' | 33,003 | 2,488 |
Loan payment amount - principal | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan payment frequency | ' | ' | ' | ' | ' | 'Monthly | ' | ' | ' | ' | ' | 'Monthly | ' | ' | 'Monthly | 'Monthly |
Unused commitment fee | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221,467 | 153,500 | 5,000,000 | 3,445,708 | 219,555 |
Debt Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.75% | 7.75% | 5.69% | 8.00% | 14.00% | 4.79% | 4.79% |
Debt Effective Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' |
Conversion price discount percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.34 | ' | ' | ' |
Stock price | ' | $0.53 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | 72,235 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,987 | ' | ' | ' |
Loans from shareholder | $1,596,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BORROWINGS_Details
BORROWINGS (Details) (USD $) | Dec. 31, 2013 | |
Long-term debt, net | ' | |
Total debt | $10,412,703 | |
Icon Term Note [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 4,223,996 | [1] |
Loans From Shareholder [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 1,596,000 | [2] |
Notes Payable [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 2,082,409 | [3] |
Installment Notes [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 221,467 | [4] |
Convertible Note [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 117,246 | [5] |
Total Debt [Member] | ' | |
Long-term debt, net | ' | |
Total debt | 12,008,703 | |
Revolving Credit Facility And Term Loan [Member] | ' | |
Long-term debt, net | ' | |
Total debt | $3,767,585 | [6] |
[1] | The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON for the amount of $5 million. The Loan Agreement provides for 14% monthly interest only payments with repayment of the principal and accrued but unpaid interest on February 1, 2018. ICON has a senior secured position on the Company's disposal wells and a subordinated position to Capital One on all other Company properties and assets. The covenants in the ICON Note are in all material respects the same as in the Capital One Credit Agreement. As of December 31, 2013, the Company was not in compliance of its debt covenants and accordingly classified the entire note balance as a current liability. In addition, on February 10, 2014 the Company received a notice of payment default for interest owed. ICON also reserved all of its rights and remedies under the ICON Credit Agreement and common law by virtue of the Credit Parties default on their obligations. | |
[2] | On September 30, 2013 an accredited investor, which is a shareholder of the Company, advanced the Company funds for operations. Total principal advances under this facility totaled $1,596,000 as of December 31, 2013. These advances are due on demand with interest rate of 0%. | |
[3] | The Company assumed two notes payable in connection with the acquisition of CTT. The notes relate to the CTT's purchase of common stock shares from two former stockholders. The primary note payable in the original amount of $3,445,708 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $33,003 including interest, maturing December 1, 2018. The Company's secondary note payable in the original amount of $219,555 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $2,488 including interest, maturing December 1, 2018. Both notes are subordinated to the Capital One and ICON notes. Payments of principal and interest have been suspended based upon defaults in the Capital One and ICON credit agreements. The suspension of the payments do not constitute a default in accordance with the subordinated agreement. | |
[4] | The Company's installment loan with principal balances of $221,000 for property and equipment used in the Company's operations. At December 31, 2013, the loan matures in September 2017 with interest rates of 5.69% and monthly minimum payments of $5,377. | |
[5] | The Company entered into a convertible note agreement with Asher Enterprises, Inc. in the amount of $153,500 with a stated interest rate of 8% per annum and effective interest rate of 70% per annum. The note, due in May 19, 2014, is convertible into shares of the Company's common stock, at the discretion of the holder commencing 180 days following the date of the debenture at a conversion price per share equal to a discount of 35% from the average of the lowest three closing prices for the Company's stock during the ten days prior to conversion date. The Company evaluated the note and determined that the conversion option does not constitute a derivative liability for financial reporting purposes. The beneficial conversion feature discount resulting from the conversion price of $0.34, below the market price on August 15, 2013 of $0.53, resulted in a discount of $72,235 of which $35,987 was amortized during the year ended December 31, 2013. | |
[6] | Pursuant to the terms of the forbearance agreement, Capital One reduced its loan commitments from $9 million to $7.75 million consisting of a revolving loan commitment of $1.75 million and a term loan commitment of $6 million subject to the terms of the Credit Agreement. The Credit Agreement had a maturity date of July 23, 2017 and pursuant to the forbearance agreement, provides for a default interest rate which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2013), in which all of the loans were converted into base rate borrowings, bearing default interest rates, at the expiration of the applicable interest period. All new loans shall be base rate borrowings, bearing default interest rates. As part of the forbearance agreement, the Company was required to raise $2 million in equity, pursue certain potential restructuring transactions and provide daily borrowing base certificates along with other financial reports as requested. The term loan portion of th |
BORROWINGS_Details_1
BORROWINGS (Details 1) (USD $) | Dec. 31, 2013 |
Summary of future maturities of long-term debt | ' |
2014 | $8,756,472 |
2015 | 418,928 |
2016 | 439,974 |
2017 | 450,650 |
2018 | 346,679 |
Total future maturities of long-term debt | $10,412,703 |
EQUITY_TRANSACTIONS_Details_Na
EQUITY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 02, 2012 | Dec. 31, 2013 | Jun. 04, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Lone Star Income and Growth LLC [Member] | Lone Star Income and Growth LLC [Member] | Lone Star Income and Growth LLC [Member] | Lone Star Income and Growth LLC [Member] | Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Warrants [Member] | Preferred Stock 2013 Series A 7% [Member] | |||
Preferred Stock Series A 8% [Member] | ||||||||||||
Equity Transactions (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Agreement Date | ' | ' | ' | ' | 2-Sep-11 | ' | ' | ' | ' | ' | ' | ' |
Number of shares to be acquired | ' | ' | ' | ' | ' | 2,750,000 | ' | ' | ' | ' | ' | ' |
Proceeds of the stock to be acquired | ' | ' | ' | ' | ' | $5,500,000 | ' | ' | ' | ' | ' | ' |
Percentage of membership | ' | ' | ' | ' | ' | ' | 51.00% | ' | 49.00% | ' | ' | ' |
Number of common stock issued in respect of conversion | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant for additional shares | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional share exercise price | ' | ' | ' | ' | ' | ' | ' | $3.50 | ' | ' | ' | ' |
Shares issued on conversion of convertible preferred stock | ' | ' | ' | 1,375,000 | ' | ' | ' | ' | ' | ' | ' | 1.5 |
Elected to convert number of warrants into common stock | ' | ' | ' | 2,750,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value for the warrants | ' | ' | ' | 4,065,385 | ' | ' | ' | ' | ' | ' | ' | ' |
Paid interest rate | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Calculated amount of interest | 1,840,982 | 871,970 | 154,263 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units acquired | ' | ' | ' | ' | ' | ' | 124 | 1,122 | ' | ' | ' | ' |
Number of issued shares of common stock | 5,553,157 | 4,529,090 | ' | ' | ' | ' | ' | ' | ' | 467,500 | ' | ' |
Number of issued shares of common stock, amount | 55,531 | 45,291 | ' | ' | ' | ' | ' | ' | ' | 5,610,000 | ' | ' |
Description of reverse stock spilit | 'Board of Directors voted for a four-to-one reverse split of the company'scommon stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during the period,shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' |
Stock issued during the period,value | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of warrants expiration term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Term of 12-24 months from the date of issuance. | ' |
Strike price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 | ' |
Fair value of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $503,774 | ' |
Description of stock payment option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company to be made in kind or in shares of common stock based on a per share valuation set at a 25% discount to the 5 day average closing bid price of the market price. |
Numbers of shares called by warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Number of warrants to be exercised to purchase one share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Interest rate of Preferred Stock | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued on conversion of convertible preferred stock | ' | ' | ' | 1,375,000 | ' | ' | ' | ' | ' | ' | ' | 1.5 |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (Warrants [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants [Member] | ' |
Average expected life in years | '1 year |
Average risk-free interest rate | 4.00% |
Average volatility | 75.00% |
Dividend yield | 7.00% |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details Narrative) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Officers | Director [Member] | Officer [Member] | Officer [Member] | ||
Employment agreement of officers, stock grants | ' | ' | ' | 25,000 | 5,000 |
Right to purchase common stock | ' | ' | ' | 15,000 | ' |
Share based compensation arrangement by share based payment award options exercise | '1 year 1 month 10 days | '7 months 20 days | ' | ' | '2 years |
Number of new officers joined who received restricted common stock shares as sign-on bonus | 2 | ' | ' | ' | ' |
Directors stock grant, quarterly | ' | ' | 25,000 | ' | ' |
Unrecognized stock compensation expense | $74,000 | ' | ' | ' | ' |
Number of shares forfeited | 100,000 | ' | ' | ' | ' |
Amount of shares forfeited | 190,000 | ' | ' | ' | ' |
Professional fees | $201,475 | $46,000 | ' | ' | ' |
STOCK_BASED_COMPENSATION_Detai1
STOCK BASED COMPENSATION (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Paid or accrued stock compensation expense | $2,407,063 | $1,415,363 | ||
Stock Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | 1,664,163 | 1,055,663 | ||
Stock Option Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | 101,400 | 104,700 | ||
Non Vested Stock Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | 641,500 | [1] | 255,000 | [1] |
Securities Underlying Restricted Stock [Member] | ' | ' | ||
Paid or accrued stock compensation expense | $605,000 | [1] | $300,000 | [1] |
[1] | As of December 31, 2013, the Company's unrecognized compensation expense related to the non-vested stock grants was $74,000. The Company also forfeited 100,000 shares of non-vested stock grants valued at $190,000 at the grant date. |
STOCK_BASED_COMPENSATION_Detai2
STOCK BASED COMPENSATION (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of shares | ' | ' |
Beginning balance | 150,000 | ' |
Granted | 150,000 | 150,000 |
Exercised | ' | ' |
Forfeited | ' | ' |
Ending balance | 300,000 | 150,000 |
Weighted Average Exercise Price | ' | ' |
Beginning balance | $1.54 | ' |
Granted | $1.62 | $1.54 |
Exercised | ' | ' |
Forfeited | ' | ' |
Ending balance | $1.58 | $1.54 |
Weighted Average Remaining Contractual Term | ' | ' |
Beginning Balance | '7 months 20 days | ' |
Granted | '1 year 6 months 26 days | '1 year 7 months 20 days |
Ending Balance | '1 year 1 month 10 days | '7 months 20 days |
Aggregate Intrinsic Value | ' | ' |
Beginning Balance | $231,600 | ' |
Granted | 242,850 | 231,600 |
Ending Balance | $474,450 | $231,600 |
STOCK_BASED_COMPENSATION_Detai3
STOCK BASED COMPENSATION (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Stock Based Compensation Details 2 | ' |
Average expected life in years | '2 years |
Average risk-free interest rate | 2.00% |
Average volatility | 75.00% |
Dividend yield | 0.00% |
STOCK_BASED_COMPENSATION_Detai4
STOCK BASED COMPENSATION (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Granted, Shares | 300,000 | 150,000 | ' |
Weighted Average Grant Date Fair Value per Share | $0.69 | ' | ' |
Weighted Average Grant Date Fair Value | $206,100 | ' | ' |
Vested Option [Member] | ' | ' | ' |
Granted, Shares | 300,000 | ' | ' |
Weighted Average Grant Date Fair Value per Share | $0.69 | ' | ' |
Weighted Average Grant Date Fair Value | 206,100 | ' | ' |
Non Vested Option [Member] | ' | ' | ' |
Granted, Shares | ' | ' | ' |
Weighted Average Grant Date Fair Value per Share | ' | ' | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
EMPLOYEE_BENEFIT_PLAN_Details_
EMPLOYEE BENEFIT PLAN (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Benefit Plan (Textual) [Abstract] | ' | ' |
Maximum percentage of contribution to participants' earnings | 4.00% | ' |
Matching contribution | $45,853 | $28,380 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Received consideration in form of common shares amount | $4,708,348 | ' |
Share price at the end of the contingency period | $4 | ' |
Deferred consideration payable for acquisition of CTT | ' | 2,300,000 |
Capital lease obligation | 1,435,300 | ' |
Monthly lease payment for disposal wells leases | 10,300 | ' |
Monthly severance payments | 12,500 | ' |
Rent expenses | 97,998 | 66,345 |
Description of deferment rental payments | ' | ' |
In addition in consideration for deferment in rental payments the Company executed a $20,000 10% promissory note payable with the following terms: estimated minimum $5,000 per month due and payable on the first day of each month and the entire unpaid principal balance of the promissory note, plus all accrued but unpaid interest, if any, shall be due and payable on or before September 1, 2014. | ||
Office Space [Member] | ' | ' |
Capital lease obligation | 37,535 | ' |
Average monthly base lease payment | $2,500 | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2013 |
Schedule of base lease payments by year | ' |
Total base lease payments | $1,435,300 |
Disposal Well [Member] | ' |
Schedule of base lease payments by year | ' |
2014 | 123,600 |
2015 | 123,600 |
2016 | 123,600 |
2017 | 116,100 |
2018 | 105,600 |
Thereafter | 842,800 |
Total base lease payments | 1,435,300 |
Office Space [Member] | ' |
Schedule of base lease payments by year | ' |
2014 | 37,535 |
2015 | ' |
2016 | ' |
2017 | ' |
2018 | ' |
Thereafter | ' |
Total base lease payments | $37,535 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Loss from discontinued operations, net of income taxes | ($2,899,458) | ($1,131,692) |
Proceeds from sale of assets | 1,295,000 | ' |
Net gain on disposition of assets | 151,891 | ' |
Fixed assets, net of accumulated depreciation | 1,946,743 | 6,596,110 |
Impairment charge of disposal wells | 1,800,000 | ' |
Disposal Well [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Proceeds from sale of assets | 1,300,000 | ' |
Net gain on disposition of assets | $212,756 | ' |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues and net loss of discontinued operations | ' | ' |
Revenues | $4,742,263 | $5,328,897 |
Net loss before income tax | ($2,899,458) | ($1,131,692) |
DISCONTINUED_OPERATIONS_Detail2
DISCONTINUED OPERATIONS (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets and Liabilities classified as discontinued operations | ' | ' |
Cash | $56,240 | $7,256 |
Accounts Receivable | 69,819 | 1,027,527 |
Inventory, primarily parts | ' | 21,347 |
Prepaid expenses, primarily insuance | ' | 134,501 |
Deposits | 10,620 | 25,960 |
Total Assets | 136,679 | 1,216,591 |
Current portion of long-term debt | ' | 84,668 |
Accounts payable | 1,340,936 | 1,036,382 |
Accrued liabilities | 134,807 | 119,673 |
Long-term debt, less current maturities | ' | 170,474 |
Total liabilities | $1,475,743 | $1,411,197 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Valuation Allowance, Operating Loss Carryforwards [Member] | |||
Income Taxes (Textual) [Abstract] | ' | ' | ' |
Net operating loss carryforwards | $26,600,000 | $15,200,000 | ' |
Change in revision of the prior year estimated net operating loss carryforward | ' | ' | $2,600,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of statutory tax expense to our income tax provision | ' | ' |
Computed "expected" income tax benefit amount | ($3,031,996) | ($2,360,796) |
Computed "expected" income tax benefit percentage | 35.00% | 35.00% |
Increase (decrease) in income taxes resulting from: | ' | ' |
Permanent differences, amount | 11,065 | -142,395 |
Permanent differences, percentage | -0.13% | 2.11% |
State taxes, net of Federal benefit, amount | -25,273 | -12,389 |
State taxes, net of Federal benefit, percentage | 0.29% | 0.18% |
Changes in valuation allowance, amount | 3,118,413 | 2,550,978 |
Changes in valuation allowance, percentage | -36.00% | -37.82% |
Total tax provision, amount | $72,209 | $35,398 |
Total tax provision, percentage | -0.84% | -0.53% |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets (liabilities): | ' | ' |
Net operating loss carryforward | $9,305,353 | $6,256,589 |
Stock based compensation | 72,135 | 36,645 |
Depreciation and amortization | -1,228,538 | -270,624 |
Total deferred tax assets | 8,148,950 | 6,022,610 |
Valuation allowance | -8,148,950 | -6,022,610 |
Net deferred tax assets | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (Subsequent Event [Member], USD $) | 0 Months Ended | |
Feb. 27, 2014 | Feb. 11, 2014 | |
Subsequent Event [Member] | ' | ' |
Proceeds from sale of assets | $125,000 | $230,000 |