Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Jun. 04, 2014 | |
Document Document And Entity Information [Abstract] | ' | ' |
Entity Central Index Key | '0001108645 | ' |
Entity Registrant Name | 'FRONTIER OILFIELD SERVICES INC | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
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 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | ' | $52,120 |
Certificate of deposit - restricted cash | 77,614 | 77,614 |
Accounts receivable, net of allowance of doubtful accounts of $33,321 | 1,503,347 | 1,536,084 |
Other receivable | 287,076 | 287,076 |
Inventory, primarily parts | 164,905 | 214,969 |
Prepaid expenses, primarily insurance | 921,003 | 1,364,303 |
Current assets of discontinued operations | 73,792 | 126,059 |
Deferred loan origination fees, current portion | 289,194 | 289,194 |
Total current assets | 3,316,931 | 3,947,419 |
Property and equipment: | ' | ' |
Property and equipment, at cost | 16,332,181 | 16,624,281 |
Less accumulated depreciation | -3,980,115 | -3,434,197 |
Total property and equipment | 12,352,066 | 13,190,084 |
Other assets: | ' | ' |
Intangibles, net | 3,389,778 | 3,491,472 |
Assets held for sale | 1,704,965 | 1,946,743 |
Other assets of discontinued operations | 10,493 | 10,620 |
Deferred loan fees, net of current portion | 548,582 | 625,296 |
Deposits | 13,417 | 13,417 |
Total other assets | 5,667,235 | 6,087,548 |
Total Assets | 21,336,232 | 23,225,051 |
Current Liabilities: | ' | ' |
Current portion of long-term debt | 7,778,256 | 8,756,472 |
Bank overdraft | 262,132 | ' |
Accounts payable | 3,015,072 | 3,397,230 |
Accrued liabilities | 1,222,413 | 1,036,836 |
Financed insurance premiums payable | 641,429 | 1,119,213 |
Loans from shareholder | ' | 1,596,000 |
Current liabilities of discontinued operations | 1,383,263 | 1,475,743 |
Total current liabilities | 14,302,565 | 17,381,494 |
Loans from shareholder, less current maturities | 2,793,000 | ' |
Long-term debt, less current maturities | 1,432,235 | 1,656,231 |
Total Liabilities | 18,527,800 | 19,037,725 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Convertible preferred stock- $.01 par value; authorized 10,000,000; 1,750,000 issued or outstanding | 17,500 | 17,500 |
Common stock- $.01 par value; authorized 100,000,000 shares; 5,894,986 shares issued and outstanding at March 31, 2014; 5,553,157 shares issued and outstanding at December 31, 2013; 4,529,090 shares issued and outstanding at December 31, 2012 | 58,950 | 55,531 |
Additional paid-in capital | 31,709,342 | 31,659,261 |
Prepaid stock compensation | -37,000 | -74,000 |
Accumulated deficit | -28,940,360 | -27,470,966 |
Total stockholders' equity | 2,808,432 | 4,187,326 |
Total Liabilities and Stockholders' Equity | $21,336,232 | $23,225,051 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Allowance of doubtful accounts | $33,321 | $33,321 |
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 | 1,750,000 |
Preferred stock, shares outstanding | 1,750,000 | 1,750,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,894,986 | 5,553,157 |
Common stock, shares outstanding | 5,894,986 | 5,553,157 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenues, net of discounts | $4,869,012 | $9,099,919 |
Costs and expenses: | ' | ' |
Direct operating costs | 3,977,597 | 6,567,270 |
Indirect operating costs | 836,682 | 1,471,171 |
General and administrative | 513,244 | 1,871,168 |
Depreciation and amortization | 711,614 | 717,459 |
Total costs and expenses | 6,039,137 | 10,627,068 |
Operating loss | -1,170,125 | -1,527,149 |
Other (income) expense: | ' | ' |
Interest expense | 205,385 | 351,524 |
(Gain) loss on disposal of property and equipment | -48,499 | 8,660 |
Loss on extinguishment of debt | 4,453 | ' |
Loss before provision for federal and state income taxes | -1,331,464 | -1,887,333 |
Provision for federal and state income taxes | 46,564 | ' |
Loss from continuing operations | -1,378,028 | -1,887,333 |
Loss from discontinued operations, net of income taxes | -91,366 | -594,452 |
Net loss | ($1,469,394) | ($2,481,785) |
Net loss per common share-basic and diluted: | ' | ' |
Continuing operations | ($0.25) | ($0.37) |
Discontinued operations | ($0.01) | ($0.12) |
Total | ($0.26) | ($0.49) |
Weighted Average Common Shares Outstanding: | ' | ' |
Basic and Diluted | 5,608,303 | 5,042,035 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($1,469,394) | ($2,481,785) |
Less: Loss from discontinued operations, net of taxes | -91,366 | -594,452 |
Loss from continuing operations, net of taxes | -1,378,028 | -1,887,333 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 711,614 | 717,459 |
Issuance of common stock for services | 37,000 | 1,049,136 |
Loss on extinguishment of debt | 4,453 | ' |
(Gain) loss on sale of property and equipment | -48,499 | 8,660 |
Amortization of deferred loan fees | 76,714 | 88,491 |
Decrease (increase) in operating assets: | ' | ' |
Accounts receivable | 32,737 | 403,206 |
Deposits & other | ' | -5,000 |
Inventory, primarily parts | 50,064 | 8,219 |
Prepaid expenses, primarily insurance | 443,300 | 386,530 |
Increase (decrease) in operating liabilities: | ' | ' |
Accounts payable and accrued liabilities | -196,581 | 484,946 |
Financed insurance premiums payable | -477,784 | -474,546 |
Net cash provided by (used in) operating activities of continuing operations | -745,010 | 779,768 |
Net cash provided by operating activities of discontinued operations | -43,649 | -162,277 |
Net cash provided by (used in) operating activities | -788,659 | 617,491 |
Cash Flows From Investing Activities: | ' | ' |
Purchase of property and equipment | ' | -571,048 |
Proceeds from sale property and equipment | 164,473 | 47,673 |
Escrow liability | ' | -378,272 |
Net cash provided by (used in) investing activities of continuing operations | 164,473 | -901,647 |
Net cash provided by (used in) investing activities of discontinued operations | ' | -31,721 |
Net cash provided by (used in) investing activities | 164,473 | -933,368 |
Cash Flows From Financing Activities: | ' | ' |
Loans from shareholder | 1,197,000 | ' |
Net change in line of credit | -887,066 | 45,624 |
Payments on notes payable | ' | -383,724 |
Payments from restricted cash account | ' | 378,272 |
Common stock sales | ' | 399,393 |
Increase in bank overdraft | 262,132 | ' |
Net cash provided by financing activities of continuing operations | 572,066 | 439,565 |
Net cash used in financing activities of discontinued operations | ' | -14,111 |
Net cash provided by financing activities | 572,066 | 425,454 |
Net increase (decrease) in cash | -52,120 | 109,577 |
Cash at beginning of period | 52,120 | 60,568 |
Cash at end of period | ' | 170,145 |
Supplemental Cash Flow Disclosures | ' | ' |
Interest paid | 97,291 | 253,549 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ' | ' |
Convertible notes conversion | 53,500 | ' |
Proceeds from sale of properties to pay term note and vendors | $308,870 | ' |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended | |
Mar. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
BASIS OF PRESENTATION | ' | |
1 | BASIS OF PRESENTATION: | |
The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 (including the notes thereto) set forth in Form 10-K. |
BUSINESS_ACTIVITIES
BUSINESS ACTIVITIES | 3 Months Ended | |
Mar. 31, 2014 | ||
Business Activities | ' | |
BUSINESS ACTIVITIES | ' | |
2 | BUSINESS ACTIVITIES: | |
Frontier Oilfield Services, Inc. a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier”, “FOSI”, or the “Company”), was organized on March 24, 1995. The accompanying condensed consolidated financial statements include the accounts of the Company and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC. | ||
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 | 3 Months Ended | |
Mar. 31, 2014 | ||
Going Concern | ' | |
GOING CONCERN | ' | |
3 | 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 its 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_SELECTED_ACCOUNTING
SUMMARY OF SELECTED ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SELECTED ACCOUNTING POLICIES | ' | |
4 | SUMMARY OF SELECTED 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. | ||
Reclassification of Discontinued Operations | ||
In accordance with ASC Topic 205, regarding the presentation of discontinued operations the assets, liabilities and activity of FIG have been reclassified as discontinued operations for all periods presented. | ||
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. | ||
Fair Value Measurements | ||
The ASC Topic 820, Fair Value Measurement, 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 three months ended March 31, 2014 and 2013. | ||
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 are 300,000 stock options and 3,500,000 warrants outstanding that could potentially have a dilutive effect to the EPS | ||
Reverse Stock Split | ||
On November 1, 2013 the Company affected a four-to-one reverse stock split. All information in these condensed financial statements 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. | ||
Property and Equipment | ||
During the year ended March 31, 2014, the Company disposed of property and equipment with a cost of $292,000 and accumulated depreciation of $64,000. The Company received total proceeds of approximately $276,000 of which approximately $112,000 was paid directly to the lender and recognized a gain of $48,499 in the accompanying consolidated statements of operations. During the year ended March 31, 2013, the Company disposed of property and equipment with a cost of $65,000 and accumulated depreciation of $8,667. The Company received total proceeds of approximately $48,000 and recognized a loss of $8,660 in the accompanying consolidated statements of operations. |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 3 Months Ended | |
Mar. 31, 2014 | ||
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. | ||
In September 2012, the Company acquired the remaining 49% ownership of FIG. The transaction was valued at $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 2013 comparative information is retrospectively adjusted to increase depreciation expense of $146,557 and a decrease in gain on disposal of equipment of $56,333. | ||
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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
INTANGIBLE ASSETS | ' | ||||||||||||||||
5 | 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 March 31, 2014 were as follows: | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Accumulated | Weighted Average | ||||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||||
Intangible assets: | |||||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (348,978 | ) | $ | 1,744,889 | 10 years | |||||||||
Customer relationships | 1,973,867 | (328,978 | ) | 1,644,889 | 10 years | ||||||||||||
$ | 4,067,734 | $ | (677,956 | ) | $ | 3,389,778 | |||||||||||
Future amortization expense for definite-life intangible assets as of March 31, 2014 is as follows: | |||||||||||||||||
Periods Ending March 31, | |||||||||||||||||
2015 | $ | 406,776 | |||||||||||||||
2016 | 406,776 | ||||||||||||||||
2017 | 406,776 | ||||||||||||||||
2018 | 406,776 | ||||||||||||||||
2019 | 406,776 | ||||||||||||||||
Thereafter | 1,355,898 | ||||||||||||||||
$ | 3,389,778 |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||||||||||||
6 | 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. The granted shares vest proportionally each quarter for the calendar year ended December 31, 2014. | |||||||||||||||||||||
The board, with mutual agreement from the officers of the Company, elected to suspend all stock based compensation in 2014 as part of the Company’s cost cutting and restructuring measures. | |||||||||||||||||||||
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 | |||||||||||||||||
Three months ended March 31, 2014 | $ | — | $ | — | $ | 37,000 | — | $ | 37,000 | ||||||||||||
Three months ended March 31, 2013 | $ | 838,086 | $ | 42,300 | $ | 168,750 | 300,000 | $ | 1,049,136 | ||||||||||||
(1) As of March 31, 2014, the Company’s unrecognized compensation expense related to the nonvested stock grants was $37,000. | |||||||||||||||||||||
A summary of the status of the Company’s option grants as of March 31, 2014 and December 31, 2013 and the changes during the periods then ended is presented below: | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted- Average | Remaining | Aggregate | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Exercise | Term | Intrinsic | |||||||||||||||||||
Shares | Price | (in Years) | Value | ||||||||||||||||||
Outstanding December 31, 2013 | 300,000 | $ | 1.58 | 1.11 | $ | 474,450 | |||||||||||||||
Granted | — | — | — | — | |||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||
Forfeited | (30,000 | ) | 0.7 | — | — | ||||||||||||||||
Outstanding March 31, 2014 | 270,000 | $ | 1.68 | 0.96 | $ | 453,450 | |||||||||||||||
The weighted average fair value at the grant date for options issued during the three months ended March 31, 2014 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 | % | |||||||||||||||||||
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 the Company’s 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 March 31, 2014 and the weighted average grant date fair value is presented below: | |||||||||||||||||||||
Shares | Weighted Average Grant Date Fair Value per Share | Weighted Average Grant Date Fair Value | |||||||||||||||||||
Vested | 270,000 | $ | 0.71 | $ | 192,000 | ||||||||||||||||
Nonvested | — | — | — | ||||||||||||||||||
Total | 270,000 | $ | 0.71 | $ | 192,000 |
BORROWINGS
BORROWINGS | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Long-term Debt, Unclassified [Abstract] | ' | ||||
BORROWINGS | ' | ||||
7 | BORROWINGS: | ||||
Borrowings as of March 31, 2014 were as follows: | |||||
March 31, | |||||
2014 | |||||
Revolving credit facility and term loan (a) | $ | 2,772,969 | |||
ICON term note (b) | 4,064,018 | ||||
Loans from shareholder (f) | 2,793,000 | ||||
Notes payable (c) | 2,082,407 | ||||
Installment notes (d) | 199,421 | ||||
Convertible note (e) | 91,676 | ||||
Total borrowings | $ | 12,003,491 | |||
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. | |||||
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 29, 2014, these balances are 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 March 31, 2014, 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 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 does not constitute a default in accordance with the subordinated agreement. | ||||
d. | The Company’s installment loan with principal balances of approximately $199,000 for property and equipment used in the Company’s operations. At March 31, 2014, 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 $23,470 was amortized during the period ended March 31, 2014. In 2014, the Company issued 341,372 shares to Asher Enterprises, Inc. in partial payment of the convertible note. This conversion resulted in a principal reduction of $53,500 in convertible note balance of the Company. The conversion resulted in loss on extinguishment of debt of $4,453. | ||||
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 $2,706,000 as of March 31, 2014. These advances are due on demand with interest rate of 0%. On May 27, 2014 in consideration of these advances the Company issued a note in the principal amount of $2,783,484 with interest at 9% for a term of 18 months. | ||||
g. | On March 21, 2014 another accredited investor, which is a shareholder of the Company loaned the Company in the amount of $87,000. The loan has an interest rate of 7% with payment term as follows: | ||||
1 | $5,000 by March 25, 2014 plus accrued interest | ||||
2 | $32,000 by March 28, 2014 plus accrued interest | ||||
3 | $12,500 by April 10, 2014 plus accrued interest | ||||
4 | $12,500 by May 10, 2014 plus accrued interest | ||||
5 | $25,000 on and before the sale of the next Trinity Disposal Well plus accrued interest |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||
Mar. 31, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
COMMITMENTS AND CONTINGENCIES | ' | ||
9 | COMMITMENTS AND CONTINGENCIES: | ||
a. | 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. | |||
b. | 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 any future acquisitions by the Company that were originated by Mr. Burroughs. | ||
c. | 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. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
EQUITY TRANSACTIONS | ' | ||||
10 | EQUITY TRANSACTIONS: | ||||
a. | 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 amount of dividend in arrears was $37,026. 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 | % | |||
Average volatility | 75 | % | |||
Dividend yield | 7 | % | |||
b. | On February 24, 2014 and March 21, 2014, the Company issued a total of 341,372 shares to Asher Enterprises, Inc. in partial payment of the convertible note. This conversion resulted in a principal reduction of $53,500 in convertible note balance of the Company. The conversion resulted in loss on extinguishment of debt of $4,453. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
DISCONTINUED OPERATIONS | ' | ||||||||
11 | 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 was June 1, 2013. The Company expects to sell all of FIG’s assets and winding down its operations in the next three months. During that period, FIG will continue to generate minimal activities related to its salt-water disposal operations. | |||||||||
The fixed assets of FIG are classified as assets held for sale in the consolidated balance sheets as of March 31, 2014 and December 31, 2013 in accordance with (ASC 205-20), Presentation of Financial Statements - Discontinued Operations. FIG’s net losses of $91,366 and $594,452 for the three months ended March 31, 2014 and 2013, are included in discontinued operations. | |||||||||
During three months ended March 31, 2014, the Company sold a disposal well of FIG for proceeds of $230,000 of which approximately $197,000 were paid directly to the Company’s lender at closing, resulting in a net loss of $45,032 which is included in discontinued operations for the period ended March 31, 2014. The proceeds paid directly to the Company’s lenders were included as a non-cash financing activity in the accompanying consolidated statement of cash flows. | |||||||||
FIG’s revenue and net loss before income tax are summarized as follows: | |||||||||
For The Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Revenues | $ | 57,017 | $ | 1,891,865 | |||||
Loss from discontinued operations, net of income taxes | $ | (91,366 | ) | $ | (594,452 | ) | |||
Assets and liabilities classified as discontinued operations are as follows: | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Cash | $ | 1,107 | $ | 56,240 | |||||
Accounts receivable | 72,685 | 69,819 | |||||||
Inventory, primarily parts | — | — | |||||||
Prepaid expenses, primarily insurance | — | — | |||||||
Deposits | 10,493 | 10,620 | |||||||
Total assets | $ | 84,285 | $ | 136,679 | |||||
Current portion of long-term debt | $ | — | $ | — | |||||
Accounts payable | 1,272,406 | 1,340,936 | |||||||
Accrued liabilities | 110,857 | 134,807 | |||||||
Long-term debt, less current maturities | — | — | |||||||
Total liabilities | $ | 1,383,263 | $ | 1,475,743 |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENT | ' | |
12 | SUBSEQUENT EVENT: | |
Subsequent to March 31, 2014, the Company issued 1,100,000 shares of cumulative convertible preferred stock and 2,200,000 warrants for $440,000. 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 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 which expires on September 20, 2014. |
SUMMARY_OF_SELECTED_ACCOUNTING1
SUMMARY OF SELECTED ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
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. | |
Reclassification of Discontinued Operations | ' |
Reclassification of Discontinued Operations | |
In accordance with ASC Topic 205, regarding the presentation of discontinued operations the assets, liabilities and activity of FIG have been reclassified as discontinued operations for all periods presented. | |
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. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The ASC Topic 820, Fair Value Measurement, 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 three months ended March 31, 2014 and 2013. | |
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 are 300,000 stock options and 3,500,000 warrants outstanding that could potentially have a dilutive effect to the EPS | |
Reverse Stock Split | ' |
Reverse Stock Split | |
On November 1, 2013 the Company affected a four-to-one reverse stock split. All information in these condensed financial statements 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. | |
Property and Equipment | ' |
Property and Equipment | |
During the year ended March 31, 2014, the Company disposed of property and equipment with a cost of $292,000 and accumulated depreciation of $64,000. The Company received total proceeds of approximately $276,000 of which approximately $112,000 was paid directly to the lender and recognized a gain of $48,499 in the accompanying consolidated statements of operations. During the year ended March 31, 2013, the Company disposed of property and equipment with a cost of $65,000 and accumulated depreciation of $8,667. The Company received total proceeds of approximately $48,000 and recognized a loss of $8,660 in the accompanying consolidated statements of operations. |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of intangible assets | ' | ||||||||||||||||
The intangible assets, net of amortization as of March 31, 2014 were as follows: | |||||||||||||||||
31-Mar-14 | |||||||||||||||||
Accumulated | Weighted Average | ||||||||||||||||
Gross | Amortization | Net | Useful Life | ||||||||||||||
Intangible assets: | |||||||||||||||||
Disposal well permits | $ | 2,093,867 | $ | (348,978 | ) | $ | 1,744,889 | 10 years | |||||||||
Customer relationships | 1,973,867 | (328,978 | ) | 1,644,889 | 10 years | ||||||||||||
$ | 4,067,734 | $ | (677,956 | ) | $ | 3,389,778 | |||||||||||
Schedule of future amortization expense for intangible assets | ' | ||||||||||||||||
Future amortization expense for definite-life intangible assets as of March 31, 2014 is as follows: | |||||||||||||||||
Periods Ending March 31, | |||||||||||||||||
2015 | $ | 406,776 | |||||||||||||||
2016 | 406,776 | ||||||||||||||||
2017 | 406,776 | ||||||||||||||||
2018 | 406,776 | ||||||||||||||||
2019 | 406,776 | ||||||||||||||||
Thereafter | 1,355,898 | ||||||||||||||||
$ | 3,389,778 |
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
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 | |||||||||||||||||
Three months ended March 31, 2014 | $ | — | $ | — | $ | 37,000 | — | $ | 37,000 | ||||||||||||
Three months ended March 31, 2013 | $ | 838,086 | $ | 42,300 | $ | 168,750 | 300,000 | $ | 1,049,136 | ||||||||||||
(1) As of March 31, 2014, the Company’s unrecognized compensation expense related to the nonvested stock grants was $37,000. | |||||||||||||||||||||
Schedule of status of the Company's option grants | ' | ||||||||||||||||||||
A summary of the status of the Company’s option grants as of March 31, 2014 and December 31, 2013 and the changes during the periods then ended is presented below: | |||||||||||||||||||||
Weighted Average | |||||||||||||||||||||
Weighted- Average | Remaining | Aggregate | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Exercise | Term | Intrinsic | |||||||||||||||||||
Shares | Price | (in Years) | Value | ||||||||||||||||||
Outstanding December 31, 2013 | 300,000 | $ | 1.58 | 1.11 | $ | 474,450 | |||||||||||||||
Granted | — | — | — | — | |||||||||||||||||
Exercised | — | — | — | — | |||||||||||||||||
Forfeited | (30,000 | ) | 0.7 | — | — | ||||||||||||||||
Outstanding March 31, 2014 | 270,000 | $ | 1.68 | 0.96 | $ | 453,450 | |||||||||||||||
Schedule of valuation assumptions | ' | ||||||||||||||||||||
The weighted average fair value at the grant date for options issued during the three months ended March 31, 2014 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 | % | |||||||||||||||||||
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 March 31, 2014 and the weighted average grant date fair value is presented below: | |||||||||||||||||||||
Shares | Weighted Average Grant Date Fair Value per Share | Weighted Average Grant Date Fair Value | |||||||||||||||||||
Vested | 270,000 | $ | 0.71 | $ | 192,000 | ||||||||||||||||
Nonvested | — | — | — | ||||||||||||||||||
Total | 270,000 | $ | 0.71 | $ | 192,000 |
BORROWINGS_Tables
BORROWINGS (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Long-term Debt, Unclassified [Abstract] | ' | ||||
Schedule of borrowings | ' | ||||
Borrowings as of March 31, 2014 were as follows: | |||||
March 31, | |||||
2014 | |||||
Revolving credit facility and term loan (a) | $ | 2,772,969 | |||
ICON term note (b) | 4,064,018 | ||||
Loans from shareholder (f) | 2,793,000 | ||||
Notes payable (c) | 2,082,407 | ||||
Installment notes (d) | 199,421 | ||||
Convertible note (e) | 91,676 | ||||
Total borrowings | $ | 12,003,491 |
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Stockholders' Equity Note [Abstract] | ' | ||||
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 | % | |||
Average volatility | 75 | % | |||
Dividend yield | 7 | % |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Schedule of discontinued operations | ' | ||||||||
FIG’s revenue and net loss before income tax are summarized as follows: | |||||||||
For The Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Revenues | $ | 57,017 | $ | 1,891,865 | |||||
Loss from discontinued operations, net of income taxes | $ | (91,366 | ) | $ | (594,452 | ) | |||
Assets and liabilities classified as discontinued operations are as follows: | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Cash | $ | 1,107 | $ | 56,240 | |||||
Accounts receivable | 72,685 | 69,819 | |||||||
Inventory, primarily parts | — | — | |||||||
Prepaid expenses, primarily insurance | — | — | |||||||
Deposits | 10,493 | 10,620 | |||||||
Total assets | $ | 84,285 | $ | 136,679 | |||||
Current portion of long-term debt | $ | — | $ | — | |||||
Accounts payable | 1,272,406 | 1,340,936 | |||||||
Accrued liabilities | 110,857 | 134,807 | |||||||
Long-term debt, less current maturities | — | — | |||||||
Total liabilities | $ | 1,383,263 | $ | 1,475,743 |
SUMMARY_OF_SELECTED_ACCOUNTING2
SUMMARY OF SELECTED ACCOUNTING POLICIES (Details Narative) (USD $) | 0 Months Ended | 3 Months Ended | |
Nov. 01, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Reverse stock split, ratio | 0.25 | ' | ' |
Disposals of property and equipment | ' | $292,000 | $65,000 |
Accumulated depreciation related to property and equipment disposed | ' | 64,000 | 8,667 |
Total proceeds from sale of property and equipment | ' | 276,000 | 48,000 |
Payments to lender from disposal | ' | 112,000 | ' |
Gain (loss) on sale of property and equipment | ' | 48,499 | -8,660 |
Proceeds from sale property and equipment | ' | $164,473 | $47,673 |
Stock Option Awards [Member] | ' | ' | ' |
Potentially dilutive shares excluded from EPS | ' | 300,000 | ' |
Warrants [Member] | ' | ' | ' |
Potentially dilutive shares excluded from EPS | ' | 3,500,000 | ' |
BUSINESS_ACQUISITIONS_Details_
BUSINESS ACQUISITIONS (Details Narrative) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
1-May-13 | Sep. 30, 2012 | Jun. 04, 2012 | Jul. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | |
Frontier Income And Growth Llc [Member] | Frontier Income And Growth Llc [Member] | Chico Coffman Tank Trucks [Member] | Chico Coffman Tank Trucks [Member] | Chico Coffman Tank Trucks [Member] | ||
Percentage interest acquired | ' | 49.00% | 51.00% | 100.00% | ' | ' |
Number of units acquired | ' | ' | 124 | ' | ' | ' |
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 | ' | ' | 3,877,000 | ' | ' | ' |
Escrow released and paid to seller | ' | ' | ' | ' | -350,000 | ' |
Credit facilities loaned to facilitate the acquisition | ' | ' | ' | 12,000,000 | ' | ' |
Increase in fair value of depreciation expense | ' | ' | ' | 146,557 | ' | ' |
Decrease in fair value of gain on disposal of equipment | ' | ' | ' | 56,333 | ' | ' |
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 | ' | ' | ' | ' | ' |
Write-down of contingent liability | ' | ' | ' | ' | ' | ($2,300,000) |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Disposal Wells [Member] | Customer Relationships [Member] | |||
Intangible, gross | $4,067,734 | ' | $2,093,867 | $1,973,867 |
Intangibles, accumulated amortization | -677,956 | ' | -348,978 | -328,978 |
Intangibles, net | $3,389,778 | $3,491,472 | $1,744,889 | $1,644,889 |
Intangibles, weighted average useful life | ' | ' | '10 years | '10 years |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Expected amortization expense for the period ending March 31, | ' | ' |
2015 | $406,776 | ' |
2016 | 406,776 | ' |
2017 | 406,776 | ' |
2018 | 406,776 | ' |
2019 | 406,776 | ' |
Thereafter | 1,355,898 | ' |
Intangibles, net | $3,389,778 | $3,491,472 |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share based compensation arrangement by share based payment award options exercise | '0 years 11 months 16 days |
Unrecognized stock compensation expense | $37,000 |
Officer [Member] | ' |
Quarterly stock grants | 25,000 |
Additional annual stock grants, per year of service | 5,000 |
Right to purchase common stock | 15,000 |
Share based compensation arrangement by share based payment award options exercise | '2 years |
STOCK_BASED_COMPENSATION_Detai1
STOCK BASED COMPENSATION (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Paid or accrued stock compensation expense | $37,000 | $1,049,136 | ||
Stock Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | ' | 838,086 | ||
Stock Option Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | ' | 42,300 | ||
Non Vested Stock Awards [Member] | ' | ' | ||
Paid or accrued stock compensation expense | 37,000 | [1] | 168,750 | [1] |
Securities Underlying Restricted Stock [Member] | ' | ' | ||
Paid or accrued stock compensation expense | ' | $300,000 | [1] | |
[1] | As of March 31, 2014, the Company's unrecognized compensation expense related to the non-vested stock grants was $37,000. |
STOCK_BASED_COMPENSATION_Detai2
STOCK BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Number of shares | ' |
Beginning balance | 300,000 |
Forfeited | -30,000 |
Ending balance | 270,000 |
Weighted Average Exercise Price | ' |
Beginning balance | $1.58 |
Forfeited | $0.70 |
Ending balance | $1.68 |
Weighted Average Remaining Contractual Term | ' |
Beginning Balance | '1 year 1 month 10 days |
Ending Balance | '0 years 11 months 16 days |
Aggregate Intrinsic Value | ' |
Beginning Balance | $474,450 |
Granted | $453,450 |
STOCK_BASED_COMPENSATION_Detai3
STOCK BASED COMPENSATION (Details 2) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
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 $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Granted, Shares | 270,000 | 300,000 |
Weighted Average Grant Date Fair Value per Share | $0.71 | ' |
Weighted Average Grant Date Fair Value | $192,000 | ' |
Vested Option [Member] | ' | ' |
Granted, Shares | 270,000 | ' |
Weighted Average Grant Date Fair Value per Share | $0.71 | ' |
Weighted Average Grant Date Fair Value | $192,000 | ' |
BORROWINGS_Details_Narrative
BORROWINGS (Details Narrative) (USD $) | Aug. 15, 2013 | Mar. 31, 2014 | 24-May-13 | Jul. 23, 2012 | Mar. 31, 2014 | 24-May-13 | 24-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 23, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | 27-May-14 | 10-May-14 | Apr. 10, 2014 | Mar. 28, 2014 | Mar. 25, 2014 | Mar. 21, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
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] | Term Loan [Member] | Term Loan [Member] | Icon Term Note [Member] | Installment Notes [Member] | Asher Convertible Notes Payable [Member] | Advance from Shareholder [Member] | Shareholder Notes Payable [Member] | Shareholder Notes Payable 2 [Member] | Shareholder Notes Payable 2 [Member] | Shareholder Notes Payable 2 [Member] | Shareholder Notes Payable 2 [Member] | Shareholder Notes Payable 2 [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 the 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 | ' | ' | ' | ' | ' | 12,500 | 12,500 | 32,000 | 5,000 | ' | ' | ' |
Loan payment frequency | ' | 'Monthly | ' | ' | ' | ' | ' | ' | ' | ' | 'Monthly | ' | ' | ' | ' | ' | ' | ' | ' | 'Monthly | 'Monthly |
Unused commitment fee | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 199,421 | 153,500 | ' | 2,783,484 | ' | ' | ' | ' | 87,000 | 3,445,708 | 219,555 |
Debt Interest Rate | ' | ' | ' | ' | ' | 6.75% | 7.75% | ' | ' | 14.00% | 5.69% | 8.00% | 0.00% | 9.00% | ' | ' | ' | ' | 7.00% | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,470 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued for extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,453 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans from shareholder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,706,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' |
Debt payment to be made prior to sale of next Trinity Disposal Well | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' |
BORROWINGS_Details
BORROWINGS (Details) (USD $) | Mar. 31, 2014 | |
Total borrowings | $12,003,491 | |
Icon Term Note [Member] | ' | |
Total borrowings | 4,064,018 | [1] |
Loans From Shareholder [Member] | ' | |
Total borrowings | 2,793,000 | [2] |
Notes Payable [Member] | ' | |
Total borrowings | 2,082,407 | [3] |
Installment Notes [Member] | ' | |
Total borrowings | 199,421 | [4] |
Convertible Note [Member] | ' | |
Total borrowings | 91,676 | [5] |
Revolving Credit Facility And Term Loan [Member] | ' | |
Total borrowings | $2,772,969 | [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 March 31, 2014, 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 $2,706,000 as of March 31, 2014. These advances are due on demand with interest rate of 0%. On May 27, 2014 in consideration of these advances the Company issued a note in the principal amount of $2,783,484 with interest at 9% for a term of 18 months. | |
[3] | The Company assumed two notes payable in connection with the acquisition of CTT. The notes relate to 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 does not constitute a default in accordance with the subordinated agreement. | |
[4] | The Company's installment loan with principal balances of approximately $199,000 for property and equipment used in the Company's operations. At March 31, 2014, 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 $23,470 was amortized during the period ended March 31, 2014. In 2014, the Company issued 341,372 shares to Asher Enterprises, Inc. | |
[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. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Monthly severance payments | $12,500 |
Promissory Note to Landlord [Member] | ' |
Debt face amount | 20,000 |
Debt Interest Rate | 10.00% |
Loan payment frequency | 'Monthly |
Loan payment amount | 5,000 |
Use of Land Leases [Member] | ' |
Total lease obligation | 1,435,300 |
Monthly lease payment for leases | 10,300 |
Number of disposal wells in land lease | 7 |
Number of leases with extensions for period of time | 3 |
Number of options to renew leases | 2 |
Use of Land Lease #1 [Member] | ' |
Lease renewal term | '10 years |
Use of Land Lease #3 [Member] | ' |
Lease renewal term | '1 year |
Office Lease [Member] | ' |
Monthly lease payment for leases | $2,500 |
EQUITY_TRANSACTIONS_Details_Na
EQUITY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Stock issued during the period,value | ' | 700,000 |
Asher Convertible Notes Payable [Member] | ' | ' |
Shares issued for extinguishment of debt | 341,372 | ' |
Value of shares issued for extinguishment of debt | 53,500 | ' |
Loss on extinguishment of debt | -4,453 | ' |
Warrants [Member] | ' | ' |
Outstanding warrants | ' | 3,500,000 |
Strike price | 0.2 | ' |
Description of warrants expiration term | 'Term of 12-24 months from the date of issuance. | ' |
Numbers of shares called by warrant | 1 | ' |
Number of warrants to be exercised to purchase one share of common stock | 2 | ' |
Fair value of warrant | 503,774 | ' |
Warrants [Member] | Minimum [Member] | ' | ' |
Warrant term | '12 months | ' |
Warrants [Member] | Maximum [Member] | ' | ' |
Warrant term | '24 months | ' |
Preferred Stock Series A 7% [Member] | ' | ' |
Stock issued during period | ' | 1,750,000 |
Preferred stock cumulative dividend rate | 7.00% | ' |
Preferred stock in-kind payment terms | 'Per share valuation set at a 25% discount to the 5 day average closing bid price of the market price | ' |
Dividends in arrears | $37,026 | ' |
Discount to market price for dividend payment | 25.00% | ' |
Number of days for computing average price | '5 days | ' |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (Warrants [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Warrants [Member] | ' |
Average expected life in years | '1 year |
Average risk-free interest rate | 4.00% |
Average volatility | 75.00% |
Dividend yield | 7.00% |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Gross proceeds from sale of property and equipment | $276,000 | $48,000 |
Payments to lender from disposal | 112,000 | ' |
Loss on sale of property and equipment | 48,499 | -8,660 |
Disposal Well [Member] | ' | ' |
Gross proceeds from sale of property and equipment | 230,000 | ' |
Payments to lender from disposal | 197,000 | ' |
Loss on sale of property and equipment | ($45,032) | ' |
DISCONTINUED_OPERATIONS_Detail1
DISCONTINUED OPERATIONS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues and net loss of discontinued operations | ' | ' |
Revenues | $57,017 | $1,891,865 |
Loss from discontinued operations, net of income taxes | ($91,366) | ($594,452) |
DISCONTINUED_OPERATIONS_Detail2
DISCONTINUED OPERATIONS (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets and Liabilities classified as discontinued operations | ' | ' |
Cash | $1,107 | $56,240 |
Accounts Receivable | 72,685 | 69,819 |
Deposits | 10,493 | 10,620 |
Total Assets | 84,285 | 136,679 |
Accounts payable | 1,272,406 | 1,340,936 |
Accrued liabilities | 110,857 | 134,807 |
Total liabilities | $1,383,263 | $1,475,743 |
SUBSEQUENT_EVENT_Details_Narra
SUBSEQUENT EVENT (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Stock issued during the period,value | ' | 700,000 |
Warrants [Member] | ' | ' |
Outstanding warrants | ' | 3,500,000 |
Strike price | 0.2 | ' |
Numbers of shares called by warrant | 1 | ' |
Number of warrants to be exercised to purchase one share of common stock | 2 | ' |
Preferred Stock Series A 7% [Member] | ' | ' |
Stock issued during period | ' | 1,750,000 |
Preferred stock cumulative dividend rate | 7.00% | ' |
Discount to market price for dividend payment | 25.00% | ' |
Number of days for computing average price | '5 days | ' |
Subsequent Events [Member] | ' | ' |
Stock issued during the period,value | 440,000 | ' |
Subsequent Events [Member] | Warrants [Member] | ' | ' |
Outstanding warrants | 2,200,000 | ' |
Strike price | 0.2 | ' |
Numbers of shares called by warrant | 1 | ' |
Number of warrants to be exercised to purchase one share of common stock | 2 | ' |
Subsequent Events [Member] | Preferred Stock Series A 7% [Member] | ' | ' |
Stock issued during period | 1,100,000 | ' |
Preferred stock cumulative dividend rate | 7.00% | ' |
Discount to market price for dividend payment | 25.00% | ' |
Number of days for computing average price | '5 days | ' |