Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
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ESP Resources, Inc. (“ESP Resources”, and collectively with its subsidiaries, “we”, “our” or the “Company”) was incorporated in the State of Nevada on October 27, 2004. The accompanying consolidated financial statements include the accounts of ESP Resources, Inc. and its wholly owned subsidiaries, ESP Petrochemicals, Inc. of Louisiana (“ESP Petrochemicals”), ESP Ventures, Inc. of Delaware (“ESP Ventures”), ESP Corporation, S.A., a Panamanian corporation (“ESP Corporation”) and ESP Payroll Services, Inc. of Nevada (“ESP Payroll”). On July 11, 2012 the Company formed two partially owned subsidiaries in Delaware, ESP Advanced Technologies, Inc., and ESP Facility & Pipeline Services, Inc. On December 19, 2012 the Company formed a partially owned subsidiary in Nevada, IEM, Inc. |
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On June 11, 2013, the board of directors resolved to discontinue operations of various subsidiaries, including ESP Facility and Pipeline Services, Inc., ESP Advanced Technologies, Inc., ESP KUJV Limited Joint Venture and ESP Marketing Group LLC (collectively, the “Discontinued Subsidiaries”). The Discontinued Subsidiaries were not wholly-owned by the Company and, in accordance with the decision to discontinue operations, no longer receive financial or management support. The Company reflected 100% of the losses related to the subsidiaries in its results from discontinued operations. |
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The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Any reference herein to “ESP Resources”, the “Company”, “we”, “our” or “us” is intended to mean ESP Resources, Inc. including the subsidiaries indicated above, unless otherwise indicated. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed |
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The Company reviews its long-lived assets and identifiable finite-lived intangibles for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The first step of the impairment test, used to identify potential impairment, compares undiscounted future cash flows of the asset or asset group with the related carrying amount. If the undiscounted future cash flows of the asset or asset group exceed its carrying amount, the asset or asset group is not considered to be impaired and the second step is unnecessary. If such assets were considered to be impaired, the impairment to be recognized would be measured by the amount by which the carrying amount of the assets exceeds the fair market value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the year ended December 31, 2013, the Company recognized an impairment loss of $133,556 on assets held for sale. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Consolidation, Policy [Policy Text Block] | Principles of consolidation |
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The consolidated financial statements include the accounts of ESP Resources and its wholly owned and partially owned subsidiaries for the years ended December 31, 2014 and 2013. All significant inter-company transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
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The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had $121,880 and $5,757 cash and cash equivalents at December 31, 2014 and 2013, respectively. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash |
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Under the terms of the Factoring payable, the Company may obtain advances up to 100% of eligible accounts receivable, subject to a 0.75% per 15 days factoring fee, with 10% held in a restricted cash reserve account, which is released to the Company upon payment of the receivable. As of December 31, 2014 and 2013, restricted cash totaled $283,392 and $113,589, respectively. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts |
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The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value. |
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Accounts receivable consisted of the following as of December 31, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Trade receivables | | $ | 2,265,534 | | | $ | 1,842,712 | | | | | | | | | |
Less: Allowance for doubtful accounts | | | (155,000 | ) | | | (95,000 | ) | | | | | | | | |
Net accounts receivable | | $ | 2,110,534 | | | $ | 1,747,712 | | | | | | | | | |
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Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. |
Inventory, Policy [Policy Text Block] | Inventories |
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Inventory represents raw and blended chemicals and other items valued at the lower of cost or market with cost determined using the first-in first-out method, and with market defined as the lower of replacement cost or realizable value. |
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As of December 31, 2014 and 2013, inventory consisted of the following: |
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| | | 2014 | | | | 2013 | | | | | | | | | |
Raw materials | | $ | 412,978 | | | $ | 500,824 | | | | | | | | | |
Finished goods | | | 574,756 | | | | 670,076 | | | | | | | | | |
Total inventory | | $ | 987,734 | | | $ | 1,170,900 | | | | | | | | | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment |
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Property and equipment of the Company is stated at cost. Expenditures for property and equipment which substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. |
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Depreciation is provided principally on the straight-line method over the estimated useful lives ranging from five to ten years for financial reporting purposes. |
Derivatives, Policy [Policy Text Block] | Derivatives |
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The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with Accounting Standards Codification (“ASC”) 815 “Accounting for Derivative Instruments and Hedging Activities’, as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability and resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, we record a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: |
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● | Level 1 - | unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. | | | | | | | | | | | | | | |
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● | Level 2 - | inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. | | | | | | | | | | | | | | |
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● | Level 3 - | unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. | | | | | | | | | | | | | | |
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This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. |
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To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded. |
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The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2014. |
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| | Carrying Value at | | | Fair Value Measurement at December 31, 2014 | |
| | 31-Dec-14 | | | Level 1 | | | Level 2 | | | Level 3 | |
Liabilities | | | | | | | | | | | | |
Derivative convertible debt liability | | $ | 181,165 | | | $ | - | | | $ | - | | | $ | 181,165 | |
Derivative warrant liability | | $ | 74,003 | | | $ | - | | | $ | - | | | $ | 74,003 | |
Total derivative liability | | $ | 255,168 | | | $ | - | | | $ | - | | | $ | 255,168 | |
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The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2013. |
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| | Carrying Value at | | | Fair Value Measurement at December 31, 2013 | |
| | 31-Dec-13 | | | Level 1 | | | Level 2 | | | Level 3 | |
Liabilities | | | | | | | | | | | | |
Derivative convertible debt liability | | $ | 188,827 | | | $ | - | | | $ | - | | | $ | 188,827 | |
Derivative warrant liability | | $ | 75,048 | | | $ | - | | | $ | - | | | $ | 75,048 | |
Total derivative liability | | $ | 263,875 | | | $ | - | | | $ | - | | | $ | 263,875 | |
Income Tax, Policy [Policy Text Block] | Income Taxes |
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In accordance with ASC 740 “Accounting for Income Taxes”, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration |
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The Company has four major customers that together account for 68% of accounts receivable at December 31, 2014 and 59% of the total revenues earned for the year ended December 31, 2014. |
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| | Accounts | | | Revenue | | | | | | | | | |
receivable | | | | | | | | |
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Customer A | | | 25 | % | | | 13 | % | | | | | | | | |
Customer B | | | 16 | % | | | 11 | % | | | | | | | | |
Customer C | | | 16 | % | | | 6 | % | | | | | | | | |
Customer D | | | 11 | % | | | 29 | % | | | | | | | | |
| | | 68 | % | | | 59 | % | | | | | | | | |
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The Company has four vendors that accounted for 37%, 16%, 16% and 11% of purchases during 2014. |
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The Company has three major customers that together account for 50% of accounts receivable at December 31, 2013 and 47% of the total revenues earned for the year ended December 31, 2013. |
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| | Accounts | | | Revenue | | | | | | | | | |
receivable | | | | | | | | |
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Customer A | | | 21 | % | | | 11 | % | | | | | | | | |
Customer B | | | 16 | % | | | 26 | % | | | | | | | | |
Customer C | | | 13 | % | | | 10 | % | | | | | | | | |
| | | 50 | % | | | 47 | % | | | | | | | | |
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The Company has four vendors that accounted for 40%, 24%, 13% and 13% of purchases during 2013. |
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The Company places its cash and cash equivalents with financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor per bank. From time to time, the Company’s cash balances exceeded FDIC insured limits. At December 31, 2014, the Company’s uninsured cash balance was $0. |
Revenue Recognition, Policy [Policy Text Block] | Revenue and Cost Recognition |
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The Company through its wholly owned subsidiary, ESP Petrochemicals, Inc., is a custom formulator of petrochemicals for the oil and gas industry. Since the products are specific to each location, the receipt of an order or purchase order starts the production process. Once the blending takes place, the order is delivered to the land site or dock. When the containers of blended petrochemicals are off-loaded at the dock, or they are stored on the land site, a delivery ticket is obtained, an invoice is generated and Company recognizes revenue. The invoice is generated based on the credit agreement with the customer at the agreed-upon price. ESP Facilities and Pipeline Services, Inc. is a pressure test service provider for the oil and gas industry. The Company provides labor and equipment to pressure test and service pipes and values. The Company invoices the Customer based on the hours provided and invoices the customer for those hours during the service period and recognizes the revenue at the time of service. |
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Revenue is recognized when title and risk of loss have transferred to the customer and when contractual terms have been fulfilled. Transfer of title and risk of loss occurs when the product is delivered in accordance with the contractual shipping terms, generally to a land site or dock. Revenue is recognized based on the credit agreement with the customer at the agreed upon price. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation |
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The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances. |
Advertising Costs, Policy [Policy Text Block] | Advertising |
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Advertising costs are charged to operations when incurred. Advertising expense for the years ended December 31, 2014 and 2013 were $2,062and $1,021, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Loss Per Share |
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Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance Accounting Standard Codification (ASC) 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive. |
Segment Reporting, Policy [Policy Text Block] | Business Segments |
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The Company operates in one segment in one geographic location the United States of America and, therefore, segment information is not presented. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments |
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The carrying amounts of the Company’s financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments. |
Environmental Costs, Policy [Policy Text Block] | Environmental Costs |
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Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts. |
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The Company incurred no environmental expenses during the years ended December 31, 2014 and 2013, respectively. |
Reclassification, Policy [Policy Text Block] | Reclassification |
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Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements |
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During the year ended December 31, 2014 and through April 15, 2015, 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 consolidated financial statements. |
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In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Previously, there was no guidance under US GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). For the year ended December 31, 2014, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern. While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the amount and nature of such financing over the next twelve months. |