Broad Street Realty (BRST) 10-Q 6 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 01, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Registrant Name	Banyan Rail Services Inc.
Entity Central Index Key	764,897
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BARA
Entity Common Stock, Shares Outstanding		10,242,379

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash	$ 458,392	$ 402,401
Prepaid insurance	8,011	0
Total current assets	466,403	402,401
Total assets	466,403	402,401
Current liabilities
Accounts payable	32,445	33,895
Accrued payroll	5,661	20,869
Accrued professional fees	19,495	14,706
Accrued expenses	1,320	0
Advances - related parties	0	30,481
Accrued dividends	228,587	209,267
Total current liabilities	287,508	309,218
Total liabilities	287,508	309,218
Commitments and contingencies	0	0
Stockholders' equity
Common stock, $0.01 par value. 50,000,000 shares authorized. 10,242,379 and 1,563,424 issued as of September 30, 2015 and December 31, 2014, respectively	102,424	15,633
Accrued common stock payable	0	11,427,963
Additional paid-in capital	109,666,081	97,273,708
Accumulated deficit	(109,519,025)	(108,553,536)
Treasury stock, at cost, for 5,655 shares	(70,689)	(70,689)
Total stockholders' equity	178,895	93,183
Total liabilities and stockholders' equity	466,403	402,401
Series A Preferred stock
Stockholders' equity
Preferred stock	$ 104	$ 104

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, issued	10,242,379	1,563,424
Treasury Stock, Shares	5,655	5,655
Series A Preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	10,375	10,375

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
General & administrative expenses	$ 675,008	$ 60,479	$ 965,489	$ 298,379
Loss from operations	(675,008)	(60,479)	(965,489)	(298,379)
Interest expense	0	(7,667)	0	(159,250)
Net loss	(675,008)	(68,146)	(965,489)	(457,629)
Dividends for the benefit of preferred stockholders:
Preferred stock dividends	(25,945)	(124,875)	(77,820)	(374,634)
Total dividends for the benefit of preferred stockholders	(25,945)	(124,875)	(77,820)	(374,634)
Net loss attributable to common stockholders	$ (700,953)	$ (193,021)	$ (1,043,309)	$ (832,263)
Weighted average number of common shares outstanding:
Basic and diluted	9,755,352	1,106,732	7,460,497	1,106,732
Net loss per common share from continuing operations, basic and diluted	$ (0.07)	$ (0.06)	$ (0.13)	$ (0.41)
Net loss per common share, basic and diluted	(0.07)	(0.06)	(0.13)	(0.41)
Net loss attributable to common shareholders per share	$ (0.07)	$ (0.17)	$ (0.14)	$ (0.75)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (965,489)	$ (457,629)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation expense	555,520	(2,619)
Stock in lieu of cash interest	0	140,250
Changes in assets and liabilities, net of effects of discontinued operations:
(Increase) decrease in prepaid expenses and other current assets	(8,011)	10,905
(Decrease) increase in accounts payable and accrued expenses	(41,029)	132,550
Net cash used in operating activities	(459,009)	(171,305)
Cash flows from financing activities:
Proceeds from sale of common stock	515,000	0
Proceeds on demand loan - related party	0	150,000
Net cash from financing activities	515,000	150,000
Net increase (decrease) in cash	55,991	(21,305)
Cash, beginning of period	402,401	27,124
Cash, end of period	458,392	5,819
Non cash financing activities:
Preferred stock dividend in excess of payments	77,820	374,634
Issuance of common shares in lieu of cash dividends payable	58,500	573,565
Issuance of shares in settlement of loans and advances payable	11,427,963	0
Issuance of shares in lieu of cash interest	$ 0	$ 302,550

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock	Common Stock Payable	Preferred Stock	Additional Paid in Capital	Accumulated Deficit	Treasury Stock
Stockholders’ equity at Dec. 31, 2013	$ (562,589)	$ 10,369	$ 162,300	$ 2,548,017	$ 94,252,890	$ (97,465,476)	$ (70,689)
Stockholders’ equity (in shares) at Dec. 31, 2013		1,036,945		49,950			5,655
Common stock payable	11,427,963		11,427,963
Issuance of common stock	(5,916,742)	$ 5,264	(162,300)	$ (2,547,913)	(3,211,793)
Issuance of common stock (in shares)		526,479		(39,575)
Stock compensation expense	6,633,175				6,633,175
Preferred stock dividends	(400,564)				(400,564)
Net loss	(11,088,060)					(11,088,060)
Stockholders’ equity at Dec. 31, 2014	93,183	$ 15,633	11,427,963	$ 104	97,273,708	(108,553,536)	$ (70,689)
Stockholders’ equity (in shares) at Dec. 31, 2014		1,563,424		10,375			5,655
Issuance of common stock	573,501	$ 77,831	(11,427,963)		11,923,633
Issuance of common stock (in shares)		7,782,955
Stock compensation expense	555,520	$ 8,960			546,560
Stock compensation expense (in shares)		896,000
Preferred stock dividends	(77,820)				(77,820)
Net loss	(965,489)					(965,489)
Stockholders’ equity at Sep. 30, 2015	$ 178,895	$ 102,424	$ 0	$ 104	$ 109,666,081	$ (109,519,025)	$ (70,689)
Stockholders’ equity (in shares) at Sep. 30, 2015		10,242,379		10,375			5,655

Nature of Operations

Nature of Operations	9 Months Ended
	Sep. 30, 2015
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”). Wood Energy was engaged in the business of railroad tie reclamation and disposal. As a result of the bankruptcy and liquidation of Wood Energy, Banyan is now a shell Company seeking to acquire an operating entity. The Company is actively seeking acquisitions of leading companies within the industrial, energy, transportation, technology and health care industries throughout North America.

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Basis of Presentation	Note 2. Basis of Presentation The accompanying consolidated financial statements give effect to all adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company. All significant intercompany transactions and accounts have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies 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. The Company considers all 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, 2015 or December 31, 2014. From time to time our cash deposits exceed federally insured limits. Recorded financial instruments as of September 30, 2015 consist of cash, accounts payable, prepaid insurance expense 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. Basic earnings (loss) per share is computed based on the weighted average shares outstanding during the period. Diluted earnings (loss) 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. 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 The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company and we cannot pay dividends on our common stock unless we first pay dividends required by our preferred stock.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2015
Liquidity [Abstract]
Liquidity	Note 4. Liquidity At and for the period ended September 30, 2015, the Company had a net working capital of $ 178,895 459,009

Preferred Stock and Common Stoc

Preferred Stock and Common Stock	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Preferred Stock and Common Stock	Note 5. Preferred Stock and Common Stock Preferred stock dividends for Series A Preferred stock are accrued for the semi-annual periods ending June 30 and December 31. For the nine months ended September 30, 2015 dividends in the amount of $ 77,820 47,959 10,921 29,250 Also on July 7, 2015, the Company issued 125,000 0.18 22,500 On September 18, 2015, pursuant to subscription agreements, the Company issued an aggregate of 441,667 0.18 79,500 As of September 30, 2015, directors owned 6,872,375 67.1

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Note 6. Income Taxes For the nine months ended September 30, 2015 and 2014, the Company recorded an income tax provision of $ 0 0 34 100

Earnings (loss) per Share

Earnings (loss) per Share	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
Earnings (loss) per Share	Note 7. Earnings (loss) per Share The Company excluded from the diluted earnings per share calculation 103,750 and 533,097 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at September 30, 2015 and 2014, respectively, as their inclusion would be anti-dilutive. In addition, the Company excluded 5,000 stock options as of September 30, 2015 as their inclusion would be anti-dilutive.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2015
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
Stock-Based Compensation	Note 8. 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, 2014 45,000 14.75 1 years - Options granted - - $ 0 - - Options exercised - - - - Options expired (17,500) $ (1.83) - - Balance, January 1, 2015 27,500 $ 12.92 1 years $ - Options granted - - $ 0 - - Options exercised - - - - Options expired (22,500) $ (2.62) - - Balance, September 30, 2015 5,000 $ 10.30 1 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, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 9. Related Party Transactions The Company’s directors are currently not receiving cash compensation for their services. On July 7, 2015, the Company issued an aggregate of 896,000 555,520 On June 1, 2015, the Company entered into a month-to-month office lease and administrative support agreement (the “Agreement”) with Boca Equity Partners LLC (“BEP”). The Agreement is effective as of January 1, 2015. The Agreement provides for the Company’s use of a portion of BEP’s offices and certain overhead items at the BEP offices such as space, utilities and other administrative services for $ 4,750 Also on June 1, 2015, the Company entered into a support agreement (the “Support Agreement”) with BEP. The Support Agreement is effective as of January 1, 2015 and provides for corporate support services. The Support Agreement is for a month-to-month term and will terminate upon the Company’s payment of a success fee, should the Company acquire more than 50% of the assets or capital stock of any company Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Gary O. Marino and directors Don Denbo and Paul Dennis also hold membership interests in BEP. The Company’s board of directors and officers directly or beneficially own 6,872,375 6,877,375

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
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 Equivalents	Cash Equivalents The Company considers all 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, 2015 or December 31, 2014. From time to time our cash deposits exceed federally insured limits.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Recorded financial instruments as of September 30, 2015 consist of cash, accounts payable, prepaid insurance expense 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 (loss) 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
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 and we cannot pay dividends on our common stock unless we first pay dividends required by our preferred stock.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
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, 2014 45,000 14.75 1 years - Options granted - - $ 0 - - Options exercised - - - - Options expired (17,500) $ (1.83) - - Balance, January 1, 2015 27,500 $ 12.92 1 years $ - Options granted - - $ 0 - - Options exercised - - - - Options expired (22,500) $ (2.62) - - Balance, September 30, 2015 5,000 $ 10.30 1 years $ -

Summary of Significant Accoun18

Summary of Significant Accounting Policies - Additional Information (Details)	9 Months Ended
	Sep. 30, 2015
Significant Accounting Policies [Line Items]
Percentage Of Income Tax Examination Likelihood Of Tax Benefits Being Realized Upon Settlement	50.00%

Liquidity - Additional Informat

Liquidity - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Working Capital Deficiency	$ 178,895
Net Cash Provided by (Used in) Operating Activities, Total	$ (459,009)	$ (171,305)

Preferred Stock and Common St20

Preferred Stock and Common Stock- Additional Information (Details) - USD ($)	1 Months Ended			9 Months Ended	12 Months Ended
	Sep. 18, 2015	Jul. 07, 2015	Jan. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Stockholders Equity Note [Line Items]
Dividends, Preferred Stock				$ 77,820	$ 400,564
Dividends, Common Stock				$ 29,250
Common Stock Dividends, Shares			10,921	47,959
Private Placement [Member]
Stockholders Equity Note [Line Items]
Stock Issued During Period, Value, New Issues	$ 79,500
Director [Member]
Stockholders Equity Note [Line Items]
Common Stock, Other Shares, Outstanding				6,872,375
Percentage of Common stock owned by directors				67.10%
Accredited Investor [Member] | Private Placement [Member]
Stockholders Equity Note [Line Items]
Stock Issued During Period, Shares, New Issues	441,667	125,000
Share Price	$ 0.18	$ 0.18
Stock Issued During Period, Value, New Issues		$ 22,500

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Income Tax [Line Items]
Percentage Of Valuation Allowance	100.00%
Income Tax Expense (Benefit)	$ 0	$ 0
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 - Add

Earnings (loss) per Share - Additional Information (Details) - shares	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	103,750	533,097
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	5,000

Stock-Based Compensation (Stock

Stock-Based Compensation (Stock Option Activities) (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Number of shares
Beginning Balance	27,500	45,000	45,000
Options granted	0		0
Options exercised	0		0
Options expired	(22,500)		(17,500)
Ending Balance	5,000		27,500
Weighted Average Exercise Price per Share
Beginning Balance	$ 12.92	$ 14.75	$ 14.75
Options granted	0		0
Options exercised	0		0
Options expired	(2.62)		(1.83)
Ending Balance	10.30		12.92
Weighted Average Fair Value at Grant Date
Options granted	$ 0		$ 0
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life	1 year	1 year	1 year
Intrinsic Value
Beginning Balance	$ 0	$ 0	$ 0
Options granted	0		0
Options exercised	0		0
Options expired	0		0
Ending Balance	$ 0		$ 0

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 07, 2015	Sep. 30, 2015	Sep. 30, 2014
Related Party Transaction [Line Items]
Ownership of related party in common stock if preferred stock is converted		6,877,375
Share Based Compensation		$ 555,520	$ (2,619)
Board of directors, officers, and officers of subsidiary
Related Party Transaction [Line Items]
Ownership of related party in common Stock		6,872,375
Gary O. Marino [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues	896,000
Boca Equity Partners LLC [Member]
Related Party Transaction [Line Items]
Monthly Lease And Rental Expense		$ 4,750
Support Agreement Description		The Support Agreement is for a month-to-month term and will terminate upon the Companys payment of a success fee, should the Company acquire more than 50% of the assets or capital stock of any company