Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'BARA | ' |
Entity Registrant Name | 'Banyan Rail Services Inc. | ' |
Entity Central Index Key | '0000764897 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 1,032,945 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | $48,394 | $5,745 |
Accounts receivable - trade and other receivables (net of allowance of $0 and $63,938, respectively) | 0 | 319,100 |
Prepaid expenses and other current assets | 0 | 78,079 |
Total current assets | 48,394 | 402,924 |
Property and equipment, net | 0 | 2,732,664 |
Other assets | ' | ' |
Other assets | 0 | 6,541 |
Total other assets | 0 | 6,541 |
Total assets | 48,394 | 3,142,129 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 173,627 | 1,107,903 |
Revolving credit line | 0 | 848,588 |
Current portion of long-term debt | 0 | 3,049,680 |
Current portion of capital leases | 0 | 278,397 |
Demand loan - related party | 0 | 225,000 |
Accrued dividends | 257,392 | 483,660 |
Total liabilities | 431,019 | 5,993,228 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Common stock, $0.01 par value. 7,500,000 shares authorized. 1,028,945 and 696,128 issued as of September 30, 2013 and December 31, 2012, respectively | 10,289 | 6,961 |
Additional paid-in capital | 94,310,319 | 93,149,957 |
Accumulated deficit | -97,186,965 | -98,608,303 |
Treasury stock, at cost, for 5,655 shares | -70,689 | -70,689 |
Total stockholders' deficit | -382,625 | -2,851,099 |
Total liabilities and stockholders' deficit | 48,394 | 3,142,129 |
Series A Preferred stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock | 200 | 200 |
Series B Preferred stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock | 559,221 | 675,775 |
Series C Preferred stock | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock | $1,995,000 | $1,995,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable, Current | $0 | $63,938 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock, issued | 1,028,945 | 696,128 |
Series A Preferred stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 20,000 | 20,000 |
Series B Preferred stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Series C Preferred stock | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 19,950 | 19,950 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
General & administrative expenses | $110,557 | $166,457 | $389,765 | $580,385 |
Loss from continuing operations before income taxes and discontinued operations | -110,557 | -166,457 | -389,765 | -580,385 |
Loss from discontinued operations | 0 | -966,973 | -239,130 | -1,022,025 |
Gain attributable to discontinued operations | 0 | 0 | 2,050,233 | 0 |
Income tax provision | 0 | -491,002 | 0 | -569,582 |
Net income (loss) | -110,557 | -1,624,432 | 1,421,338 | -2,171,992 |
Dividends for the benefit of preferred stockholders: | ' | ' | ' | ' |
Preferred stock dividends | -124,875 | -110,101 | -374,625 | -307,052 |
Amortization of preferred stock beneficial conversion feature | -39,278 | -39,278 | -116,554 | -116,982 |
Total dividends for the benefit of preferred stockholders | -164,153 | -149,379 | -491,179 | -424,034 |
Net income (loss) attributable to common stockholders | ($274,710) | ($1,773,811) | $930,159 | ($2,596,026) |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 897,010 | 615,788 | 897,010 | 615,788 |
Net loss per common share from continuing operations, basic and diluted | ($0.12) | ($1.06) | ($0.43) | ($1.87) |
Net income (loss) per common share from discontinued oeprations, basic and diluted | $0 | ($1.57) | $2.02 | ($1.66) |
Net income (loss) per common share, basic and diluted | ($0.12) | ($2.64) | $1.58 | ($3.53) |
Net income (loss) attributable to common shareholders per share | ($0.31) | ($2.88) | $1.04 | ($4.22) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $1,421,338 | ($2,171,992) | ($8,920,051) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' | ' |
Depreciation | 2,445 | 626,541 | ' |
Amortization of identifiable assets | 0 | 113,973 | ' |
Stock compensation expense | 4,066 | 4,154 | ' |
Deferred income taxes | 0 | 569,582 | ' |
Amortization of deferred loan costs | 0 | 42,913 | ' |
Loss on sales of equipment | 414 | 162,790 | ' |
Gain on discontinued operations | -2,050,233 | 0 | ' |
Changes in assets and liabilities, net of effects of discontinued operations: | ' | ' | ' |
Decrease (increase) in accounts receivable | 22,478 | -188,001 | ' |
Increase in costs incurred related to deferred revenue | 0 | 1,167,263 | ' |
Decrease(increase) in prepaid expenses and other current assets | 11,168 | -451,728 | ' |
Increase in other assets | 0 | -20,135 | ' |
Increase in accounts payable and accrued expenses | 184,142 | 72,540 | ' |
Decrease in deferred revenue | 0 | -1,191,937 | ' |
Net cash used in operating activities | -404,182 | -1,264,037 | ' |
Cash flows used in investing activities: | ' | ' | ' |
Acquisition of property and equipment | 0 | -947,074 | ' |
Net cash used in investing activities | 0 | -947,074 | ' |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from sale of common stock | 248,000 | 500,000 | ' |
Proceeds from sale of preferred stock | 0 | 615,000 | ' |
Payment of preferred stock dividends | 0 | -172,475 | ' |
Proceeds from demand loan - related party | 343,800 | 0 | ' |
Proceeds from long-term debt | 0 | 3,430,000 | ' |
Payment of settlement agreement | -200,000 | 0 | ' |
Proceeds from Lines of Credit | 55,031 | 952,878 | ' |
Payments of line of credit | 0 | -662,231 | ' |
Payment of capital leases | 0 | -116,859 | ' |
Payments of long-term debt | 0 | -2,649,435 | ' |
Net cash from financing activities | 446,831 | 1,896,878 | ' |
Net increase (decrease) in cash | 42,649 | -314,233 | ' |
Cash, beginning of period | 5,745 | 314,233 | 314,233 |
Cash, end of period | 48,394 | 0 | 5,745 |
Cash paid during the period for: | ' | ' | ' |
Interest | 0 | 297,749 | ' |
Taxes | 0 | 0 | ' |
Non cash financing activities: | ' | ' | ' |
Preferred stock dividend in excess of payments | 257,392 | 350,800 | ' |
Issuance of common shares in lieu of cash dividends payable | 600,895 | 0 | ' |
Issuance of shares in settlement of loans and advances payable | 568,800 | 0 | ' |
Property acquired under capital leases | $0 | $160,738 | ' |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' (Deficit) Equity (USD $) | Total | Common Stock | Preferred Stock | Additional Paid in Capital | Accumulated Deficit | Treasury Stock |
Beginning Balance at Dec. 31, 2011 | $4,787,809 | $6,091 | $1,617,236 | $92,923,423 | ($89,688,252) | ($70,689) |
Beginning Balance (in shares) at Dec. 31, 2011 | ' | 609,171 | 37,850 | ' | ' | 5,655 |
Amortization of beneficial conversion feature preferred stock - Series B | ' | ' | -156,261 | 156,261 | ' | ' |
Issuance of preferred stock - Series C (in shares) | ' | ' | 12,100 | ' | ' | ' |
Issuance of preferred stock - Series C | 1,210,000 | ' | 1,210,000 | ' | ' | ' |
Issuance of common stock (in shares) | ' | 86,957 | ' | ' | ' | ' |
Issuance of common stock | 500,000 | 870 | ' | 499,130 | ' | ' |
Stock compensation expense | 5,538 | ' | ' | 5,538 | ' | ' |
Net income (loss) | -8,920,051 | ' | ' | ' | -8,920,051 | ' |
Preferred stock dividends | -434,395 | ' | ' | -434,395 | ' | ' |
Ending Balance at Dec. 31, 2012 | -2,851,099 | 6,961 | 2,670,975 | 93,149,957 | -98,608,303 | -70,689 |
Ending Balance (in shares) at Dec. 31, 2012 | ' | 696,128 | 49,950 | ' | ' | 5,655 |
Amortization of beneficial conversion feature preferred stock - Series B | 0 | ' | -116,554 | 116,554 | ' | ' |
Issuance of common stock (in shares) | ' | 332,817 | ' | ' | ' | ' |
Issuance of common stock | 1,417,695 | 3,328 | ' | 1,414,367 | ' | ' |
Stock compensation expense | 4,066 | ' | ' | 4,066 | ' | ' |
Net income (loss) | 1,421,338 | ' | ' | ' | 1,421,338 | ' |
Preferred stock dividends | -374,625 | ' | ' | -374,625 | ' | ' |
Ending Balance at Sep. 30, 2013 | ($382,625) | $10,289 | $2,554,421 | $94,310,319 | ($97,186,965) | ($70,689) |
Ending Balance (in shares) at Sep. 30, 2013 | ' | 1,028,945 | 49,950 | ' | ' | 5,655 |
Nature_of_Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Nature of Operations | ' |
Note 1. Nature of Operations | |
Banyan Rail Services Inc. (“Banyan,” “we,” “our” or the “Company”) was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. The Company was subsequently reorganized as a Delaware corporation in 1987 and changed its name to B.H.I.T. Inc. In 2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc. and purchased The Wood Energy Group, Inc. (“Wood Energy” or “Wood”). Wood Energy was engaged in the business of railroad tie reclamation and disposal. | |
On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, which was voluntarily converted into a Chapter 7 bankruptcy on February 5, 2013. The assets of Wood were liquidated by the Trustee of the Bankruptcy Court. The proceeds from the sale were used to satisfy a portion of secured claims, with the remainder if any, allocated to the unsecured claims. | |
The Company is actively seeking acquisitions of leading companies within the industrial, energy, transportation, technology and health care industries throughout North America. | |
See Note 5, Settlement Agreement Payable, regarding a settlement of the corporate guarantee for certain debts. | |
Going Concern (See Note 4) The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital, implementation of the reorganization plan and finding an operating business to acquire, and other factors, many of which are beyond our control. | |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Note 2. Basis of Presentation | |
We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q and Regulation S-X. In the opinion of management, these condensed consolidated financial statements give effect to all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company for the periods presented. | |
Certain reclassifications have been made to the 2012 financial statements to conform to the classifications used in 2013. In September 2013, the Company effected a 1 for 5 reverse split of its common stock. Share and per share amounts have been adjusted retroactively to reflect this transaction. | |
All significant intercompany transactions and accounts have been eliminated in consolidation. | |
Although we believe that the disclosures included in our condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. Accordingly, the accompanying condensed consolidated financial statements should be read in conjunction with the Company’s latest annual report on Form 10-K for the year ended December 31, 2012 filed with the SEC. | |
The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full 2013 year. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
Note 3. Summary of Significant Accounting Policies | |||||
Use of Estimates | |||||
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets. | |||||
Cash and Cash Equivalents | |||||
The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2013 and December 31, 2012. | |||||
Accounts Receivable | |||||
Trade accounts receivable at December 31, 2012 were recorded net of an allowance for expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of December 31, 2012, the Company recorded an allowance for doubtful accounts of $63,938. | |||||
Property and Equipment | |||||
Property and equipment owned and under capital leases were carried at cost. Depreciation of property and equipment was provided using the straight line method for financial reporting purposes at rates based on the following estimated useful lives: | |||||
Years | |||||
Machinery and equipment | 7-Mar | ||||
Track on leased properties | 4 | ||||
Expenditures for major renewals and betterments that extend the useful lives of property and equipment were capitalized. Expenditures for maintenance and repairs were charged to expense as incurred. | |||||
Fair Value of Financial Instruments | |||||
Recorded financial instruments at September 30, 2013 consist of cash, accounts payable, and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company. | |||||
Earnings Per Share | |||||
Basic earnings (loss) per share is computed based on the weighted average shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of the dilutive effect of stock options and convertible preferred stock equivalents. | |||||
Income Taxes | |||||
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. | |||||
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||
The Company is subject to income taxes in the U.S. federal jurisdiction and a number of state jurisdictions. The tax regulations within each jurisdiction are subject to interpretation of related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local examinations by tax authorities for the years before 2010. | |||||
Retained Earnings Distributions | |||||
The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company. In addition, the Company is unable to pay dividends on its common stock until dividends are paid on its preferred stock. | |||||
Liquidity_and_Going_Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Liquidity And Going Concern [Abstract] | ' |
Liquidity and Going Concern | ' |
Note 4. Liquidity and Going Concern | |
At September 30, 2013, the Company had a net working capital deficiency of $382,625, and incurred negative cash flows from operating activities of $404,182 for the period ended September 30, 2013. The Company recognizes the need to raise additional funds in order to meet working capital requirements. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise necessary capital, our growth and our ability to continue as a going concern will be curtailed. In addition, if we raise capital by selling additional shares of stock, the percentage ownership of current shareholders in Banyan will be diluted. | |
Settlement_Agreement_Payable
Settlement Agreement Payable | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Settlement Agreement Payable | ' |
Note 5. Settlement Agreement Payable | |
As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB” or “Fifth Third”) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan. | |
On June 26, 2013 Banyan and FTB agreed to settle the action filed against Banyan by FTB in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). In accordance with a settlement agreement, Banyan paid $200,000 to FTB on September 26, 2013, which fully satisfied its obligation. | |
Preferred_and_Common_Stock
Preferred and Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Preferred Stock | ' |
Note 6. Preferred and Common Stock | |
On September 24, 2013, the Company issued 88,800 shares of common stock in lieu of $222,000 of cash dividends to its preferred shareholders for dividends in arrears as of June 30, 2013. | |
On September 24, 2013, the Company issued 48,000 shares of common stock to Banyan Rail Holdings LLC (Banyan Holdings) as part of a private placement of common stock in exchange for cash in the amount of $203,000 and cancellation of debt in the amount of $157,000. The proceeds of the money received were used to fund working capital requirements. Gary O. Marino, the Company’s Chairman, is the Chief Executive Officer of Banyan Holdings and a significant stockholder of Banyan Holding’s ultimate parent company. | |
In September 2013, the Company issued 6,000 shares of common stock to officers and directors of the Company in exchange for $45,000 as part of a private placement of common stock. The proceeds of the money received were used to fund working capital requirements. | |
Dividends for Series A, B and C Preferred stock are accrued for the semi-annual period ended September 30, 2013 in the amount of $124,875. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in the form of shares of common stock in lieu of cash. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends will be paid in January 2014. | |
As of September 30, 2013, Banyan Holdings owned 3,000, 10,000, 17,800 and 496,826 shares of Series A Preferred, Series B Preferred, Series C Preferred and Common stock, respectively. If all shares of Preferred stock were converted by Banyan Holdings, it would own 842,560 shares of the Company or 61.2% of outstanding common stock. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 7. Income Taxes | |
For the nine months ended September 30, 2013 and 2012, the Company recorded an income tax provision of $0. The effective tax rate for the nine months ended September 30, 2013 and 2012 was 0%. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carry forward generated during the period. The Company recorded an operating loss for the quarter, when excluding the one-time gain from discontinued operations, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets, as we believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the future. | |
Earnings_loss_per_Share
Earnings (loss) per Share | 9 Months Ended |
Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' |
Earnings per Share | ' |
Note 8. Earnings (loss) per Share | |
The Company excluded from the diluted earnings per share calculation 533,097 and 392,806 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at September 30, 2013 and 2012, as their inclusion would be anti-dilutive. In addition, the Company excluded 45,000 stock options as of September 30, 2013 as their inclusion would be anti-dilutive. | |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Note 9. Stock-Based Compensation | ||||||||||||||||
The Company has stock option agreements with its directors and officers for serving on the Company’s Board of Directors and as officers. The options activity is as follows: | ||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||
Average | Average | Average | ||||||||||||||
Number | Exercise Price | Fair Value at | Remaining | Intrinsic | ||||||||||||
of Shares | per Share | Grant Date | Contractual Life | Value | ||||||||||||
Balance January 1, 2012, as restated for 1 for 5 reverse stock split | 45,600 | 14.75 | 1.3 years | - | ||||||||||||
Options granted | - | - | $ | 0 | - | - | ||||||||||
Options exercised | - | - | - | - | ||||||||||||
Options expired | - | - | - | - | ||||||||||||
Balance, January 1, 2012, as restated for 1 for 5 reverse stock split | 45,600 | $ | 14.75 | 1.3 years | $ | - | ||||||||||
Options granted | - | - | $ | 0 | - | - | ||||||||||
Options exercised | - | - | - | - | ||||||||||||
Options expired | -600 | -0.05 | - | - | ||||||||||||
Balance, September 30, 2013 | 45,000 | $ | 14.9 | 1.3 years | $ | - | ||||||||||
Prior to June 30, 2010 the Company had not adopted a formal stock option plan. The number of options issued and the grant dates were determined at the discretion of the Company’s Board. Certain options vest at the date of grant and others vest over a one year period. The options are exercisable for periods not exceeding three to five years from the date of grant. On July 1, 2010 at its annual meeting of stockholders, the 2010 Stock Option and Award Plan was approved. | ||||||||||||||||
The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk free interest rate. The risk free interest rate is the five year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant. | ||||||||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 10. Related Party Transactions | |
The Company’s directors and chief executive officer are currently not receiving cash compensation for their services, and no amounts have been recorded in the Company’s financial statements for the value of their services. | |
The Company’s board of directors and officers directly or beneficially own 37,950 shares of the Company’s preferred stock and 605,350 shares of common stock as of September 30, 2013 or 1,048,283 shares, if the preferred is converted and options are exercised. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 11. Subsequent Events | |
On October 4, 2013, Bennett Marks resigned as a director of Banyan, and the board of directors of the Company increased the number of directors from four to six and appointed Jon Ryan, Donald Denbo and Mark Friedman to fill the resulting vacancies. | |
Also on October 4, 2013, Gary O. Marino stepped down as the Company’s Chief Executive Officer but will remain Chairman of the Board. Concurrently, the Board elected Donald D. Redfearn to serve as the Chief Executive Officer of the Company and Jon Ryan to take over the role of President from Mr. Redfearn. | |
On October 31, 2013, the Company issued 4,000 shares of common stock to Coalbrookdale Partners as part of a private placement of common stock in exchange for cash in the amount of $30,000. The proceeds of the money received were used to fund working capital requirements. Donald Denbo, a newly appointed Director of the Company, is a partner in Coalbrookdale Partners. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at September 30, 2013 and December 31, 2012. | |||||
Accounts Receivable | ' | ||||
Accounts Receivable | |||||
Trade accounts receivable at December 31, 2012 were recorded net of an allowance for expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of December 31, 2012, the Company recorded an allowance for doubtful accounts of $63,938. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment owned and under capital leases were carried at cost. Depreciation of property and equipment was provided using the straight line method for financial reporting purposes at rates based on the following estimated useful lives: | |||||
Years | |||||
Machinery and equipment | 7-Mar | ||||
Track on leased properties | 4 | ||||
Expenditures for major renewals and betterments that extend the useful lives of property and equipment were capitalized. Expenditures for maintenance and repairs were charged to expense as incurred. | |||||
Fair Value of Financial Instruments | ' | ||||
Fair Value of Financial Instruments | |||||
Recorded financial instruments at September 30, 2013 consist of cash, accounts payable, and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company. | |||||
Earnings Per Share | ' | ||||
Earnings Per Share | |||||
Basic earnings (loss) per share is computed based on the weighted average shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of the dilutive effect of stock options and convertible preferred stock equivalents. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. | |||||
ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||||
The Company is subject to income taxes in the U.S. federal jurisdiction and a number of state jurisdictions. The tax regulations within each jurisdiction are subject to interpretation of related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local examinations by tax authorities for the years before 2010. | |||||
Retained Earnings Distributions | ' | ||||
Retained Earnings Distributions | |||||
The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company. In addition, the Company is unable to pay dividends on its common stock until dividends are paid on its preferred stock. | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Estimated Useful Life | ' | ||||
Property and equipment owned and under capital leases were carried at cost. Depreciation of property and equipment was provided using the straight line method for financial reporting purposes at rates based on the following estimated useful lives: | |||||
Years | |||||
Machinery and equipment | 7-Mar | ||||
Track on leased properties | 4 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||||||||
Stock Option Activities | ' | |||||||||||||||
The Company has stock option agreements with its directors and officers for serving on the Company’s Board of Directors and as officers. The options activity is as follows: | ||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||
Average | Average | Average | ||||||||||||||
Number | Exercise Price | Fair Value at | Remaining | Intrinsic | ||||||||||||
of Shares | per Share | Grant Date | Contractual Life | Value | ||||||||||||
Balance January 1, 2012, as restated for 1 for 5 reverse stock split | 45,600 | 14.75 | 1.3 years | - | ||||||||||||
Options granted | - | - | $ | 0 | - | - | ||||||||||
Options exercised | - | - | - | - | ||||||||||||
Options expired | - | - | - | - | ||||||||||||
Balance, January 1, 2012, as restated for 1 for 5 reverse stock split | 45,600 | $ | 14.75 | 1.3 years | $ | - | ||||||||||
Options granted | - | - | $ | 0 | - | - | ||||||||||
Options exercised | - | - | - | - | ||||||||||||
Options expired | -600 | -0.05 | - | - | ||||||||||||
Balance, September 30, 2013 | 45,000 | $ | 14.9 | 1.3 years | $ | - | ||||||||||
Estimated_Useful_Life_Detail
Estimated Useful Life (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Machinery and equipment | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Machinery and equipment | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Track on leased properties | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '4 years |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Significant Accounting Policies [Line Items] | ' | ' |
Allowance for Doubtful Accounts Receivable, Current | $0 | $63,938 |
Liquidity_and_Going_Concern_Ad
Liquidity and Going Concern - Additional Information (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Working Capital Deficiency | $382,625 | ' |
Net Cash Provided by (Used in) Operating Activities, Total | ($404,182) | ($1,264,037) |
Settlement_Agreement_Payable_A
Settlement Agreement Payable - Additional Information (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | Feb. 07, 2013 | |
FTB [Member] | FTB [Member] | FTB [Member] | ||
Working Capital Line [Member] | Capital Expenditure Line [Member] | Term Note [Member] | ||
Term Loan | ' | ' | ' | $3,000,000 |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | ' | 1,000,000 | 520,000 | ' |
Litigation Settlement, Amount | $200,000 | ' | ' | ' |
Preferred_and_Common_Stock_Add
Preferred and Common Stock- Additional Information (Detail) (USD $) | 6 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | ||||||
Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 24, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Officers And Directors [Member] | Banyan Rail Holdings LLC | Banyan Rail Holdings LLC | Banyan Rail Holdings LLC | Banyan Rail Holdings LLC | Banyan Rail Holdings LLC | Banyan Rail Holdings LLC | ||||
Common Stock [Member] | Series C Preferred stock | Series A Preferred stock | Series B Preferred stock | |||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issuable upon conversion of convertible preferred stock | ' | ' | ' | ' | ' | 842,560 | ' | ' | ' | ' |
Common stock, issued | ' | 1,028,945 | 696,128 | 6,000 | 48,000 | ' | ' | ' | ' | ' |
Common Stock Dividends, Shares | ' | 88,800 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Amount of Preferred Dividends in Arrears | $222,000 | $124,875 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Outstanding, Ending Balance | ' | 37,950 | ' | ' | ' | ' | ' | 17,800 | 3,000 | 10,000 |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | 61.20% | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | 45,000 | 203,000 | ' | ' | ' | ' | ' |
Cancellation Of Debt On Issuance Of Common Stock | ' | ' | ' | ' | $157,000 | ' | ' | ' | ' | ' |
Common Stock Shares Outstanding | ' | 605,350 | ' | ' | ' | 496,826 | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax [Line Items] | ' | ' | ' | ' |
Percentage Of Valuation Allowance | ' | ' | 100.00% | ' |
Income Tax Expense (Benefit) | $0 | $491,002 | $0 | $569,582 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | ' | ' | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | ' | ' | 34.00% | ' |
Earnings_loss_per_Share_Additi
Earnings (loss) per Share - Additional Information (Detail) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Convertible Preferred Stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share, shares | 533,097 | 392,806 |
Stock Options | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share, shares | 45,000 | ' |
Stock_Option_Activities_Detail
Stock Option Activities (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of shares | ' | ' | ' |
Beginning Balance | 45,600 | 45,600 | ' |
Options granted | 0 | 0 | ' |
Options exercised | 0 | 0 | ' |
Options expired | -600 | 0 | ' |
Ending Balance | 45,000 | 45,600 | 45,600 |
Weighted Average Exercise Price per Share | ' | ' | ' |
Beginning Balance | $14.75 | $14.75 | ' |
Options granted | $0 | $0 | ' |
Options exercised | $0 | $0 | ' |
Options expired | ($0.05) | $0 | ' |
Ending Balance | $14.90 | $14.75 | $14.75 |
Weighted Average Fair Value at Grant Date | ' | ' | ' |
Options granted | $0 | $0 | ' |
Weighted Average Remaining Contractual Life | ' | ' | ' |
Weighted Average Remaining Contractual Life | '1 year 3 months 18 days | '1 year 3 months 18 days | '1 year 3 months 18 days |
Intrinsic Value | ' | ' | ' |
Beginning Balance | $0 | $0 | ' |
Options granted | 0 | 0 | ' |
Options exercised | 0 | 0 | ' |
Options expired | 0 | 0 | ' |
Ending Balance | $0 | $0 | $0 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Vesting period for certain options | '1 year |
Minimum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options exercisable period | '3 years |
Maximum | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options exercisable period | '5 years |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) | Sep. 30, 2013 |
Related Party Transaction [Line Items] | ' |
Ownership of related party in preferred Stock | 37,950 |
Ownership of related party in common Stock | 605,350 |
Ownership of related party in common stock if preferred stock is converted | 1,048,283 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2013 |
Coalbrookdale Partners [Member] | |||
Subsequent Event [Member] | |||
Common Stock, Shares, Issued | 1,028,945 | 696,128 | 4,000 |
Proceeds from Issuance of Private Placement | ' | ' | $30,000 |