UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





(Mark One)





þ      Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period endedJune 30, 2011





o      Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Commission file number: 1-9043





Banyan Rail Services Inc.(Exact name of registrant as specified in its charter)




Delaware

36-3361229(State of incorporation)

(I.R.S. Employer Identification No.)




2255 Glades Road, Suite 342-W, Boca Raton, Florida  33431(Address of principal executive offices)




561-997-7775(Registrant’s telephone number)





Indicate by a check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No  ̈





Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





Large Accelerated Filer   ̈
Accelerated Filer   ̈Non-Accelerated Filer   ̈
Smaller Reporting Company  þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈   No þ





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3,045,856 shares of common stock, $0.01 par value per share, as of August 9, 2011.












Table of Contents





Part I — Financial Information
3Item 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
17Cautionary Statement Concerning Forward-Looking Statements
17Overview
17Wood Energy
17Recent Events
18Critical Accounting Policies and Estimates
19Revenues
22Gross profit
22General and administrative expenses
23Interest expense
23Financial Condition and Liquidity
24Off-Balance Sheet Arrangements
25How to Learn More about Banyan
25Item 4.
Controls and Procedures
26Part II — Other Information
26Item 1.
Legal Proceedings
26Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
26Item 3.
Defaults Upon Senior Securities
26Item 5.
Other Information
26Item 6.
Exhibits
27Signatures

28




Page 2 of 31




Part I — Financial Information


Item 1.  Financial Statements





Banyan Rail Services Inc. and Subsidiary


Condensed Consolidated Balance Sheets





June 30,


December 31,2011


2010(Unaudited)ASSETSCurrent assetsCash and cash equivalents

$
152,103


$
61,969Accounts receivable - trade


443,049



688,134Cost incurred related to deferred revenue


1,449,746



977,878Prepaid expenses and other current assets


41,821



116,011Total current assets


2,086,719



1,843,992Property and equipment, net


3,030,132



2,886,275Other assetsDeferred income taxes


569,582



569,582Identifiable intangible assets, net


1,431,031



1,562,297Goodwill


3,658,364



3,658,364Other assets


167,419



171,542Total other assets


5,826,396



5,961,785Total assets

$
10,943,247


$
10,692,052LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued expenses

$
861,416


$
934,789Deferred revenue


1,455,073



758,849Revolving credit line


778,300



894,328Current portion of long-term debt


744,066



680,707Current portion of capital leases


100,298



90,179Accrued dividends


141,269



105,563Total current liabilities


4,080,422



3,464,415Long-term debt, less current portion


2,227,408



2,349,623Capital Leases, less current portion


122,840



155,196Total liabilities


6,430,670



5,969,234Commitments and contingenciesStockholders' equitySeries A Preferred stock, $.01 par value. 20,000 shares authorized and issued


200



200Series B Preferred stock, $.01 par value. 10,000 shares authorized and issued


910,593



576,437Common stock, $0.01 par value. 7,500,000 shares authorized. 3,045,856 issued


30,458



30,458Additional paid-in capital


92,989,329



93,045,614Accumulated deficit


(89,347,314
)


(88,859,202
)Treasury stock, at cost, for 28,276 shares


(70,689
)


(70,689
)Total stockholders' equity


4,512,577



4,722,818Total liabilities and stockholders' equity

$
10,943,247


$
10,692,052




See Notes to Condensed Consolidated Financial Statements




Page 3 of 31




Banyan Rail Services Inc. and Subsidiary


Condensed Consolidated Statements of Operations


(Unaudited)




Six months ended June 30,


Three months ended June 30,2011


2010


2011


2010Revenues

$
2,908,316


$
2,622,238


$
1,598,428


$
1,365,680Cost of sales


2,166,841



2,096,035



1,183,128



1,266,464Gross profit


741,475



526,203



415,300



99,216General & administrative expenses


1,073,381



891,926



567,320



415,595Loss from operations


(331,906
)


(365,723
)


(152,020
)


(316,379
)Interest expense


156,206



159,365



81,261



70,677Gain on extinguishment of debt


-



(25,092
)


-



-Loss before income taxes


(488,112
)


(499,996
)


(233,281
)


(387,056
)Income tax provision


-



(4,300
)


-



-Net loss

$
(488,112
)

$
(504,296
)

$
(233,281
)

$
(387,056
)Dividends for the benefit of preferred stockholders:Preferred stock dividends


(141,269
)


(88,474
)


(74,269
)


(45,807
)Amortization of preferred stock beneficial conversion feature


(65,843
)


(1,872,500
)


(38,851
)


(75,000
)Total dividends for the benefit of preferred stockholders


(207,112
)


(1,960,974
)


(113,120
)


(120,807
)Net loss attributable to common stockholders

$
(695,224
)

$
(2,465,270
)

$
(346,401
)

$
(507,863
)Weighted average number of common shares outstanding:Basic and diluted


3,045,856



3,040,571



3,045,856



3,042,791Net loss per common share, basic and diluted

$
(0.16
)

$
(0.17
)

$
(0.08
)

$
(0.13
)Net loss attributable to common shareholders per share

$
(0.23
)

$
(0.81
)

$
(0.11
)

$
(0.17
)




See Notes to Condensed Consolidated Financial Statements.





Page 4 of 31




Banyan Rail Services Inc. and Subsidiary


Condensed Consolidated Statements of Cash Flows


(Unaudited)




Six Months Ended June 30,2011


2010Cash flows from operating activities:Net loss

$
(488,112
)

$
(504,295
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


311,523



124,227Amortization of identifiable intangible assets


131,266



131,265Stock compensation expense


25,758



45,800Amortization of deferred loan costs


25,703



20,290Gain on sales of equipment


(9,193
)


-Amortization of beneficial conversion feature


-



15,269Gain on extinguishment of debt


-



(25,092
)Changes in assets and liabilities:Decrease (increase) in accounts receivable


245,085



(527,761
)(Increase) in costs incurred related to deferred revenue


(471,868
)


(493,244
)Decrease in due from sellers


-



284,126Decrease (increase) in prepaid expenses and other current assets


74,190



(23,009
)Increase in other assets


(21,580
)


(12,059
)(Decrease) increase in accounts payable and accrued expenses


(73,373
)


268,827Increase in income taxes payable


-



4,300Increase in deferred revenue


696,224



406,309Net cash provided by (used in) operating activities


445,623



(285,047
)Cash flows from investing activities:Acquisition of property and equipment


(500,692
)


(250,560
)Proceeds from the sale of equipment


78,000



-Net cash used in investing activities


(422,692
)


(250,560
)Cash flows from financing activities:Proceeds from sale of preferred stock


393,382



192,500Payment of preferred stock dividends


(105,563
)


-Proceeds from long-term debt


337,161



56,310Proceeds from exercise of stock options


-



37,500(Repayment of) line of credit


(116,028
)


-Proceeds from line of credit


-



525,000Payment of capital leases


(45,732
)


(27,580
)Payments of long-term debt


(396,017
)


(300,000
)Net cash provided by financing activities


67,203



483,730Net increase (decrease) in cash and cash equivalents


90,134



(51,877
)Cash and cash equivalents, beginning of period


61,969



101,361Cash and cash equivalents, end of period

$
152,103


$
49,484Supplemental disclosure of cash flow information:Cash paid during the period for:Interest

$
110,793


$
128,601Taxes

$
2,300


$
-Non cash financing activities:Issuance of preferred stock for exchange of convertible debentures

$
-


$
1,525,000Preferred stock dividend in excess of payments

$
141,269


$
88,474Property acquired under capital leases

$
23,496


$
327,257




See Notes to Condensed Consolidated Financial Statements.




Page 5 of 31




Banyan Rail Services Inc. and Subsidiary


Consolidated Statements of Stockholders’ Equity


Periods Ended December 31, 2010 and June 30, 2011




Common Stock


Preferred Stock








Treasury StockShares

Issued


Amount


Shares Issued


Amount


Additional Paid

in Capital


Accumulated

Deficit


Shares


Amount


TotalStockholders’ equity January 1, 2010


3,020,414


$
30,204



-



-


$
91,885,936


$
(87,881,351
)


28,276


$
(70,689
)

$
3,964,100Issuance of preferred stock - Series A


-



-



20,000



200



1,201,806



-



-



-



1,202,006Issuance of preferred stock - Series B


-



-



6,000



576,437



23,563



-



-



-



600,000Stock compensation expense


-



-



-



-



91,097



-



-



-



91,097Exercise of stock options


25,000



250



-



-



37,250



-



-



-



37,500Net loss for the year ended December 31, 2010


-



-



-



-



-



(977,851
)


-



-



(977,851
)Preferred stock dividends


-



-



-



-



(194,038
)


-



-



-



(194,038
)Common Stock Adjustment


442



4



-



-



-



-



-



-



4Stockholders’ equity December 31, 2010


3,045,856


$
30,458



26,000


$
576,637


$
93,045,614


$
(88,859,202
)


28,276


$
(70,689
)

$
4,722,818Issuance of preferred stock - Series B










4,000



334,156



59,226















393,382Stock compensation expense


















25,758















25,758Net loss for the six months ended June 30, 2011






















(488,112
)










(488,112
)Preferred stock dividends


















(141,269
)














(141,269
)Stockholders’ equity June 30, 2011


3,045,856


$
30,458



30,000


$
910,793


$
92,989,329


$
(89,347,314
)


28,276


$
(70,689
)

$
4,512,577





See Notes to Condensed Consolidated Financial Statements.





Page 6 of 31




Notes to Condensed Consolidated Financial Statements





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.





Banyan owns 100% of the common stock of The Wood Energy Group, Inc. (“Wood Energy”). Wood Energy engages in the business of railroad tie reclamation and disposal, principally in the south and southwest.





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 and Wood Energy, its wholly owned subsidiary, for the periods presented.





All significant intercompany transactions and accounts have been eliminated in consolidation.





Certain reclassifications have been made to the 2010 financial statements to conform to the classifications used in 2011.





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, 2010 filed with the Securities and Exchange Commission.





The results of operations for the three and six-month periods ended June 30, 2011 are not necessarily indicative of the results to be expected for the full 2011 year.




Note 3.  Summary of Significant Accounting Policies





Revenue Recognition





The Company recognizes revenue for the pick-up and disposal of used railroad ties upon the completion of the scope of work required under its contracts, which is when the Company considers amounts to be earned (evidence of an arrangement has been obtained, services are delivered, fees are fixed and determinable and collectability is reasonably assured).  Accordingly, monies received or progress invoices for services for which contracts have not been completed have been recorded as deferred revenue on the balance sheet.  Direct costs, including but not limited to payroll, fuel, equipment rental, transportation expense and strapping costs for contracts which have not been completed are also deferred until the related revenue process is complete.




Page 7 of 31




The Company receives revenue from the processing of railroad ties into scrap tie fuel and the sale of certain scrap ties to landscapers, railroad tie users (relay) and other railroad tie processors.  These revenues are recorded when the ties or derivative materials are delivered to the customer.




Page 8 of 31




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 deferred revenue, costs incurred related to deferred revenue, 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.





Accounts Receivable





Trade accounts receivable are recorded net of an allowance for doubtful accounts.  An allowance is estimated from historical performance and current market and economic conditions.  Uncollectible accounts are charged to operations if write offs are deemed necessary.  As of June 30, 2011 and December 31, 2010 no allowance has been provided as all accounts receivable are deemed collectible.





Under the completed contract method of revenue recognition the Company has recorded progress payments received for uncompleted contracts as deferred revenue in the amounts of $1,455,073 and $758,849 as of June 30, 2011 and December 31, 2010, respectively.  Amounts that had not been billed and were not billable to customers at the balance sheet dates are $667,650 and $758,849 as of June 30, 2011 and December 31, 2010, respectively.  These amounts represent unbilled future amounts due under existing contracts to be recognized as revenue upon the removal of all of each contract’s ties from the customer’s premises.




Property and Equipment




Property and equipment owned and under capital leases are carried at cost. Depreciation of property and equipment is provided using the straight line method for financial reporting purposes at rates based on the following estimated useful lives:




YearsMachinery and equipment
3-7Track on leased properties
4





Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.





Valuation of Long-Lived Assets





The Company reviews long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  In evaluating the fair value and future benefits of its assets, management performs an analysis of the anticipated undiscounted future net cash flows of the individual assets over the remaining amortization period or an appraisal of market value is obtained.




Page 9 of 31




Fair Value of Financial Instruments





Recorded financial instruments consist of cash, accounts receivable, accounts payable, and short-term and long-term debt and lease 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 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.





Goodwill and Intangibles





Goodwill is not amortized but rather is tested at least annually for impairment.  The Company assesses impairment by comparing the fair value of the goodwill with its carrying value.  The determination of fair value involves significant management judgment.  Impairments are expensed when incurred.  For goodwill, a two-step impairment model is used.  The first step compares the fair value of the reporting unit with its carrying amount, including goodwill.  If the fair value of the reporting unit is less than the carrying amount, goodwill would be considered impaired.  The second step measures the goodwill impairment as the excess of the recorded goodwill over the asset’s implied fair value.  During the six months ended June 30, 2011 and 2010, there were no impairments of goodwill.





Intangible assets that have finite useful lives continue to be amortized over their estimated useful lives.





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.





Inventory





Inventory includes the costs of material, labor and direct overhead and is stated at the lower of cost or market.  Inventory is accumulated to service the landscape tie, relay tie and scrap tie fuel markets.  Inventory at June 30, 2011 was approximately $30,000 and included in prepaid and other current assets on the balance sheet.




Page 10 of 31





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.





Note 4.  Capital Leases





The Company leases equipment used in its operations under capital leases that expire over two to five years. Payments under these capital leases were $45,732 and $27,580 for the six months ended June 30, 2011and 2010.





At June 30, 2011, the total future minimum rental commitments under all the above operating leases are as follows:




For the years ending December 31,2011

$
59,9102012


119,9602013


60,0432014


5,4502015


5,450Net minimum lease payments


250,813Less amount representing interest


27,675Present value of net minimum lease payments


223,138Amount representing current portion


(100,298
)Capital leases payable, less current portion

$
122,840





Note 5. Term Loan and Revolving Credit Line





The Company had a $3.0 million senior secured term loan, a $1.0 million working capital credit line and a $1.0 million capital expenditure credit line.  At December 31, 2010, the Company was not in compliance with certain financial covenants.  On April 1, 2011, the lender granted a waiver with respect to non-compliance with the financial covenants at December 31, 2010. On April 7, 2011, the Company and its Wood Energy subsidiary amended its credit facility with the bank.  In this respect, (i) the $1.0 million working capital credit line was extended to April 1, 2012, (ii) approximately $720,000 borrowed on the $1.0 million line of credit for capital expenditures was converted into a term loan and (iii) a new capital expenditure line of $500,000 was granted.





The $720,000 term loan matures on September 3, 2014, the same date as Wood Energy’s existing $1,950,000 term loan.





The new $500,000 capital expenditure line matures on April 1, 2012, at which time the amount outstanding will convert to a term loan which matures on September 3, 2014.





The maximum loan advances on the working capital line are based on specific percentages of eligible working capital amounts, including accounts receivable and inventory. Draws on the capital expenditures line are based on 80% of the cost of such capital expenditures.




Page 11 of 31




The credit facility amendments contain modified financial covenants pertaining to fixed charges, total debt and minimum EBITDA and are tested quarterly. As of June 30, 2011, the Company is in compliance with the financial covenants included in the modification and extension of our term loan and credit lines.





Note 6. Convertible Debentures and Preferred Stock





In connection with the purchase of Wood Energy, the Company issued $1,525,000 of convertible debentures bearing interest at 10% per annum and payable in five years. The debentures were convertible into the Company’s common stock at $2.00 per share. In accordance with ASC 470-20 (Debt with Conversion and Other Options), the Company determined that the convertible debentures had beneficial conversion features because the embedded conversion feature was an “in-the-money” issuance. Therefore the embedded beneficial conversion feature was valued separately at issuance. The convertible debentures met the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is fixed. Therefore, the beneficial conversion feature qualified for equity classification.





Subsequently in February 2010, the Company completed an exchange of the outstanding convertible debentures for shares of convertible preferred stock. The holders of 100% of the outstanding debentures agreed to the exchange, and 15,250 shares of series A convertible preferred stock were issued. Similar to the debentures, holders of the Series A Convertible preferred stock are entitled to an annual cash dividend of 10% payable semi-annually, and each share of preferred stock is convertible into 50 shares of common stock at the holder’s option. The holders of the preferred stock are not entitled to redeem their shares for cash. In accordance with ASC 470-20, the Company has determined that the preferred stock includes a beneficial conversion feature and a discount valued at $1,525,000 has been accounted for as a dividend in 2010.





During the remainder of 2010, the Company issued 4,750 additional shares of Series A Convertible preferred stock. The Company has determined that these issuances also include beneficial conversion features and discounts valued at $475,000 which has been accounted for as dividends for the year ended December 31, 2010. These proceeds were used for working capital purposes.





In October 2010, the Company filed a certificate of designation with the Delaware Secretary of State designating 10,000 shares of its preferred stock as Series B Preferred stock. The issuance price of the Series B Preferred stock is $100 per share and it is convertible into 44.4 shares of common stock by the holder at any time after the following conditions are met:




(i)
The Common Stock is listed for trading on Nasdaq or any national securities exchange;


(ii)
The bid price of the Common Stock is equal to or exceeds $5.00 a share for 30 consecutive days, and thereafter so long as the bid price continues to equal or exceed $5.00 per share;


(iii)
The trading volume of the Common Stock is equal to or exceeds 10,000 shares a day for 30 consecutive days, and thereafter so long as the daily trading volume continues to equal or exceed 10,000 shares; or


(iv)
October 15, 2013.





At that time the Company may also elect to convert or redeem the Series B Preferred stock. The conversion price is $2.25 per share of common stock, subject to adjustment for stock dividends, stock splits and reorganizations.





The Company issued 6,000 shares of its Series B Preferred stock through December 31, 2010. In the six months ended June 30, 2011, the Company issued 4,000 shares of Series B Preferred stock. All shares of the Series B Preferred Stock were issued to Patriot Rail Services Inc. Gary O. Marino, the Company’s Chairman and Chief Executive Officer, is also a significant stockholder of the owner of Patriot Rail Services Inc. The preferred shares were issued for $100 per share.





As of June 30, 2011, Patriot Rail Services Inc. owned 3,000, 10,000 and 568,281 shares of Series A Preferred, Series B Preferred and common stock, respectively.  If converted Patriot Rail Services Inc. would own 1,145,481 shares of common stock.





Page 12 of 31




In July 2011, the Company filed a certificate of designation with the Delaware Secretary of State designating 10,000 shares of its preferred stock as Series C Preferred stock. The issuance price of the Series C Preferred stock is substantially the same as Series A and B Preferred stock with the exception of the conversion price and the date of conversion as June 30, 2014.





The conversion pricewill be the closing price of the Company’s Common Stock on the trading date preceding the issuance of that share of Series C Preferred Stock, subject to adjustment for stock dividends, stock splits and reorganizations.  If the Common Stock is not quoted on any market or exchange, the Conversion Price will be determined by the Board of Directors on the date of issuance.





The Series C Preferred stock ranks senior to the common stock and pari-passu with the Series A and Series B Preferred stock of the Company as to dividends and distribution of assets upon the liquidation, dissolution or winding up of the Company.





On August 3, 2011, the Company issued 1,000 shares of its Series C Preferred stock to Patriot Rail Services, Inc.  The preferred shares were issued for $100 per share, or $100,000 in the aggregate at a conversion price of $2.06 per share of common stock.  The proceeds of the money received in 2011 were used to fund working capital requirements.




Note 7. Income Taxes





The provision for income taxes consists of the following components:





Six months ended June 30,2011


2010Current (benefit) expense

$
-


$
43,022Deferred Tax (benefit)


-



(38,722
)$
-


$
4,300




The components of deferred income tax assets and liabilities are as follows:




June 30,


December 31,2011


2010Long-term deferred tax assets:Stock compensation benefit

$
215,185


$
206,170Net operating loss carryforward


1,480,689



1,375,108Total long-term deferred tax assets


1,695,874



1,581,278Valuation allowance


(144,926
)


-1,550,948



1,560,938Long-term deferred tax liabilities:Intangible assets


(500,862
)


(546,804
)Property and equipment


(480,504
)


(464,892
)Total long-term deferred tax liabilities


(981,366
)


(1,011,696
)Net deferred tax assets (liabilities)

$
569,582


$
569,582




Page 13 of 31




Our Federal net operating loss (“NOL”) carryforward balance as of June 30, 2011 was $4,271,252, expiring  between 2011 and 2030. Management has assessed the realization of the deferred tax assets and has determined that it is more likely than not that a significant portion will be realized.  A schedule of the NOLs is as follows:





Net operatingTax Year

loss1996

$
111,0171997


66,7071998


184,3601999


187,9202000


25,0952001


104,1542002


15,0762003


96,9772004


78,2932005


70,8242006


48,5262007


180,5212008


534,0872009


1,444,8312010


812,332Current year taxable  loss


310,532$
4,271,252





The Company's net deferred tax assets before valuation allowance as of June 30, 2011 was approximately $714,000, most of which relates to net operating losses that expire from 2011 to 2030. The Company recorded an operating loss for the six months ended June 30, 2011 and has a history of operating losses. The Company has maintained the value of the deferred tax asset as we believe it more likely than not that the Company will realize operating profits and taxable income so as to utilize the net operating losses in the future. However, the Company has recorded a valuation allowance due to the potential that the 1996 and 1997 net operating losses will expire before being utilized.





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 2007.





Note 8. Earnings per Share




The Company excluded from the diluted earnings per share calculation 1,444,444 and 1,258,750 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30, 2011 and 2010, respectively, as their inclusion would be anti-dilutive.




Page 14 of 31




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


WeightedAverage


Average


AverageNumber


Exercise Price


Fair Value at


Remaining


Intrinsicof Shares


per Share


Grant Date


Contractual Life


ValueBalance January 1, 2010


225,000



3.20









13,875Options granted


140,500



2.91


$
121,125


3.8 years



-Options exercised


(25,000
)


1.50










(37,500
)Options expired


(87,500
)


3.50







-



-Balance, December 31, 2010


253,000


$
3.08






3.5 years


$
(23,625
)Options granted


-



-











-Options exercised


-



-











-Options expired


-



-







-



-Balance, June 30, 2011


253,000


$
3.08






3.2 years


$
(23,625
)




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. With a change in management in 2008, it was determined that the Company would seek acquisitions in railroad related businesses.  Accordingly, the 2010 expected volatility rate was estimated using the average volatility rates of seven public companies in the railroad industry. The Company uses an estimated forfeiture rate of 0% due to limited experience with historical forfeitures.





The assumptions used in the option-pricing models during 2010 were as follows:





2010Risk free interest rate


1.39-2.37
%Expected life (years)


5Expected volatility


29
%Dividend yield


0




Note 10. Major Customers




For the three months ended June 30, 2011, the Company earned 10.8%, 11.2%, 19.4%, and 49.2% of revenues from four major customers, respectively.  For the six months ended June 30, 2011, the Company earned 11.0%, 19.4% and 48.1% or revenues from three major customers, respectively.  These customers comprised 8.6%, 11.6%, 20.5%, and 33.3% of outstanding accounts receivable – trade for the period ended June 30, 2011. For the three and six months ended June 30, 2010, the Company earned 82% and 76% of its revenues under a contract with one major customer, comprising 88% of outstanding accounts receivable - trade.




Page 15 of 31




Note 11. Related Party Transactions





In September 2009, the Company entered into two 5-year employment agreements and one month-to-month consulting agreement with individuals who are shareholders and/or officers of the Company. The aggregate expense under these agreements was $110,000 and $224,850 for the three and six months ended June 30, 2011 and $104,000 and $208,000 for the three and six months ended June 30, 2010, respectively.





The Company leases office space and receives office services from Patriot Rail Corp., a company related by certain common management and ownership, for $5,000 per month. These costs are included in General and Administrative expenses in the statement of operations. The costs for the six months ended June 30, 2011 and 2010 are each $30,000, respectively.   On July 26, 2011 this cost was increased to  $6,000 per month.





Our directors, chief executive officer and president are currently not receiving cash compensation for their services, and no amounts have been recorded in the Company’s financial statements for the cash value of their services.





The Company’s board of directors, officers, and officers of its subsidiary directly or beneficially own 21,000 shares of the Company’s series A and series B preferred stock and 1,266,407 shares of common stock as of June 30, 2011 or 2,021,027 common shares, if the preferred is converted.





Note 12. Subsequent Events





On July 26, 2011 we granted our Chief Financial Officer an incentive stock option to purchase 25,000 share of our common stock for $2.06 per share.  The options vest in three equal annual installments beginning July 26, 2012 and expire on July 26, 2016.





Page 16 of 31





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations





Cautionary Statement Concerning Forward-Looking Statements


We and our representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Section 21E of the Securities Exchange Act. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. These risks may relate to, without limitation:





·
executing our acquisition/expansion plan by identifying and acquiring additional operating companies;


·
obtaining appropriate funding to complete potential acquisitions;


·
generating adequate revenue to service our debt and meet our bank loan financial covenants;


·
the impact of current or future laws and government regulations affecting the disposal of rail ties and our  operations;


·
changing external competitive, business, weather or economic conditions;


·
successfully operating Wood Energy;


·
changes in our relationships with employees or with our customers;


·
the market opportunity for our services, including expected demand for our services; and


·
any of our other plans, objectives, expectations and intentions contained in this report that are not historical facts.





Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the factors described herein and in other documents we file from time to time with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and any Current Reports on Form 8-K filed by us.





Overview




In September 2009, we acquired The Wood Energy Group, Inc., a Missouri corporation engaged in the business of railroad tie reclamation and disposal. Prior to acquiring Wood Energy, Banyan was a shell company without significant operations or sources of revenues other than its investments. Currently our management team is focused on acquisition opportunities in related railroad industry businesses, and may explore potential acquisitions in other industries as well.




Wood Energy




Wood Energy, headquartered in St. Louis, Missouri, is one of the nation’s largest railroad tie reclamation and disposal companies. Founded in 2001, we provide railroad tie pickup, reclamation and disposal services to the Class 1 railroads (defined by the American Association of Railroads as a railway company with annual operating revenue over $401.4 million) and industrial customers. Prior to 2001, Wood Energy’s founder Greg Smith provided the same services through Wood Waste Energy, Inc., a company he founded in 1991, built into the largest railroad tie recovery business in the U.S., and sold in 1999. Wood Energy operates primarily in  the south and southwest.




Page 17 of 31




Wood Energy’s services include picking up scrap railroad ties for major Class I railroads and disposing of the ties by selling them to the landscape and relay tie markets or having the ties ground to create chipped wood for subsequent sale as fuel to the co-generation market. In 2010, we recovered over 1.7 million railroad ties, 78% of which were used by the co-generation market, 19% for the landscape market and 3% went to landfills.





Recent Events





Series B Preferred Stock Issuances





On April 14, 2011, the Company issued 2,000 shares of its Series B Preferred stock to Patriot Rail Services, Inc. Gary O. Marino, the Company’s Chairman and Chief Executive Officer, is a significant stockholder of the owner of Patriot Rail Services, Inc.  The preferred shares were issued for $100 per share, or $200,000 in the aggregate.  The proceeds were used to fund working capital requirements.





Series C Preferred Stock Authorization and Issuances





In July 2011, the Company filed a certificate of designation with the Delaware Secretary of State designating 10,000 shares of its preferred stock as Series C Preferred stock. The issuance price of the Series C Preferred stock is $100 per share and it is convertible into common stock by the holder at any time after the following conditions are met:




(i)
The Common Stock is listed for trading on Nasdaq or any national securities exchange;


(ii)
The bid price of the Common Stock is equal to or exceeds $5.00 a share for 30 consecutive days, and thereafter so long as the bid price continues to equal or exceed $5.00 per share;


(iii)
The trading volume of the Common Stock is equal to or exceeds 10,000 shares a day for 30 consecutive days, and thereafter so long as the daily trading volume continues to equal or exceed 10,000 shares; or


(iv)
June 30, 2014.





At that time the Company may also elect to convert or redeem the Series C Preferred stock. The conversion pricewill be the closing price of the Company’s Common Stock on the trading date preceding the issuance of that share of Series C Preferred Stock, subject to adjustment for stock dividends, stock splits and reorganizations.  If the Common Stock is not quoted on any market or exchange, the Conversion Price will be determined by the Board of Directors on the date of issuance.





The Series C Preferred stock ranks senior to the common stock and pari-passu with the Series A and Series B Preferred stock of the Company as to dividends and distribution of assets upon the liquidation, dissolution or winding up of the Company.





On August 3, 2011, the Company issued 1,000 shares of its Series C Preferred stock to Patriot Rail Services, Inc.  The preferred shares were issued for $100 per share, or $100,000 in the aggregate at a conversion price of $2.06 per share of common stock.  The proceeds were used to fund working capital requirements.





Debt Covenants





At December 31, 2010, we were in not in compliance with the fixed cost coverage, the total debt to EBITDA (earnings before interest, taxes, depreciation and amortization) and the minimum EBITDA covenants of our loan agreement with a bank. On April 1, 2011, the lender granted a waiver with respect to the non-compliance with the financial covenants at December 31, 2010. On April 7, 2011, the Company and its subsidiary Wood Energy amended its credit facility with the bank in several respects.  Wood Energy converted approximately $720,000 borrowed on its $1.0 million line of credit for capital expenditures into a term loan and a new capital expenditure line of $500,000 was granted. The $720,000 term loan will mature September 3, 2014 at the same time as Wood Energy’s existing $1,950,000 term loan. The new $500,000 capital expenditure line will mature April 1, 2012 at which time the amount outstanding, if any will also convert to a term loan maturing on September 3, 2014.  Wood Energy also extended the maturity date of its $1.0 million working capital credit line to April 1, 2012.  Loan covenants pertaining to fixed charges, total debt and minimum EBITDA were modified with respect to all of the bank loans and will be tested for compliance each fiscal quarter beginning with June 30, 2011.  Similar to the initial agreement, maximum loan advances on the working capital line are based on specific percentages of eligible working capital amounts, including accounts receivable and inventory. Draws on the capital expenditures line are based on 80% of the cost of such capital expenditures. Other material terms of the loans remain the same.




Page 18 of 31




To document the foregoing transactions, Wood Energy and the bank executed a Second Amendment to Loan and Security Agreement and Wood Energy executed a Second Substitute Revolving Note, a Second Substitute Capex Note and a Term Note.  The parties to the loan documents made representations, warranties and covenants that are customary for such agreements.  The Company is in compliance with the amended covenants as of June 30, 2011.





Critical Accounting Policies and Estimates




The following discussion and analysis of our results of operations and financial condition is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities, if any, at the date of the financial statements. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. If these estimates differ materially from actual results, the impact on our condensed consolidated financial statements may be material.





We review our financial reporting and disclosure practices and accounting policies quarterly to ensure that they provide accurate and transparent information relative to the current economic and business environment. During the quarter ended June 30, 2011, there were no significant changes to the critical accounting policies.




Revenue Recognition




The Company utilizes the completed contract method of accounting for the majority of its revenue recognition. The Company recognizes revenue for the pick-up and disposal of used railroad ties upon the completion of the scope of work required under its contracts, which is when the Company considers amounts to be earned (evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable and collectability is reasonably assured). Accordingly, monies received on invoices for services for which contracts have not been completed have been recorded as deferred revenue. Direct costs, including but not limited to payroll, fuel, equipment rental, transportation expense and strapping costs for contracts which have not been completed are also deferred until the related revenue recognition process is complete.




The Company also receives revenue from the processing of railroad ties into saleable ground fuel and the sale of certain railroad ties to landscapers, railroad tie users (relay) and other railroad tie processors. These revenues are recorded when the ties or derivative materials are delivered to the customer.




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 deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment, the useful lives of intangible assets and accounting for the business combination.





Page 19 of 31




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.




Accounts Receivable




Trade accounts receivable are recorded net of an allowance for doubtful accounts. An allowance is estimated from historical performance and current market conditions and economic conditions. Uncollectible accounts are charged to operations if write offs are deemed necessary. As of June 30, 2011 and 2010 no allowance is provided as all accounts receivable are deemed collectible.




Under the completed contract method of revenue recognition the Company has recorded progress payments received for uncompleted contracts as deferred revenue in the amounts of $1,455,073 and $758,849 at June 30, 2011 and December 31, 2010, respectively.  Amounts that had not been billed and were not billable to customers at the balance sheet dates are $667,650 and $758,849 as of June 30, 2011 and December 31, 2010, respectively. These amounts represent unbilled future amounts due under existing contracts to be recognized as revenue upon the removal of all of each contract's ties from the customer’s premises.




Property and Equipment




Property and equipment owned and under capital leases are carried at cost. Depreciation of property and equipment is provided using the straight line method for financial reporting purposes at rates based on the following estimated useful lives:




YearsMachinery and equipment
3-7Track on leased properties
4




Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.




Valuation of Long-Lived Assets





The Company reviews long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  In evaluating the fair value and future benefits of its assets, management performs an analysis of the anticipated undiscounted future net cash flows of the individual assets over the remaining amortization period or an appraisal of market value is obtained.





Fair Value of Financial Instruments





Recorded financial instruments consist of cash, accounts receivable, accounts payable, short-term and long-term debt 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 per share is computed based on the weighted average number of 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 preferred stock common stock equivalents.




Page 20 of 31




Goodwill





Goodwill is not amortized but rather is tested at least annually for impairment. The Company assesses impairment by comparing the fair value of the goodwill with its carrying value. The determination of fair value involves significant management judgment. Impairments are expensed when incurred. For goodwill, a two-step impairment model is used. The first step compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than the carrying amount, goodwill would be considered impaired. The second step measures the goodwill impairment as the excess of recorded goodwill over the asset’s implied fair value. Intangible assets that have finite useful lives continue to be amortized over their estimated useful lives. During the six months ended June 30, 2011 and 2010, there were no impairments of goodwill.





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.




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.




Page 21 of 31




Results from Operations


The following table summarizes our results for the six and three months ended June 30, 2011 and 2010:




Six months ended June 30,


Variance


Three months ended June 30,


Variance2011


2010


$


%


2011


2010


$


%Revenues

$
2,908,316


$
2,622,238



286,078



10.9
%

$
1,598,428


$
1,365,680



232,748



17.0
%Cost of sales


2,166,841



2,096,035



(70,806
)


-3.4
%


1,183,128



1,266,464



83,336



6.6
%Gross profit


741,475



526,203



215,272



40.9
%


415,300



99,216



316,084



318.6
%General & administrative expenses


1,073,381



891,926



(181,455
)


-20.3
%


567,320



415,595



(151,725
)


-36.5
%Loss from operations


(331,906
)


(365,723
)


(33,817
)


9.2
%


(152,020
)


(316,379
)


(164,359
)


52.0
%Interest expense


156,206



159,365



3,159



2.0
%


81,261



70,677



(10,584
)


-15.0
%Gain on extinguishment of debt


-



(25,092
)


(25,092
)


100.0
%


-



-



-



0.0
%Loss before income taxes


(488,112
)


(499,996
)


11,884



-2.4
%


(233,281
)


(387,056
)


153,775



-39.7
%Income tax provision


-



(4,300
)


(4,300
)


100.0
%


-



-



-



0.0
%Net loss

$
(488,112
)

$
(504,296
)

$
16,184



-3.2
%

$
(233,281
)

$
(387,056
)

$
153,775



-39.7
%




Revenues




Revenues include the pickup and disposal of scrap railroad ties for major Class I railroads, the sale of ties into the landscape and relay tie markets and both ground and whole ties into the bio mass fuel markets.





Revenues increased for the three months ended June 30, 2011 above the comparable 2010 period primarily due to the increased revenue of approximately $275,000 generated by sale of whole ties into the landscape and relay markets and increased revenue of approximately $123,000 generated by fuel sales, offset in part by a decline in tie removal and disposal services of approximately $165,000.





Revenues increased for the six months ended June 30, 2011 above the comparable 2010 period primarily due to the increased revenue of approximately $550,000 generated by sale of whole ties into the landscape and relay markets and increased revenue of approximately $101,000 generated by fuel sales, offset in part by a decline in tie removal and disposal services of approximately $365,000.





Gross profit





Gross profit was 26.0% and 25.5% for the three and six months ended June 30, 2011, compared to a gross profit of 7.3% and 20.1% for the three and six months ended June 30, 2010.





The primary reasons for the increased gross profit for the three months ended June 30, 2011 compared to the comparable 2010 period is due primarily to the completed tie pick up projects in 2011 achieving a higher gross margin rate than those closed in the comparable three months of 2010; an increase of 16% in the whole tie  sales as a percentage of total revenues (which have a higher margin than other product lines); as well as an increase in the profitability of our fuel sales.





The increase in gross profit for the six months ended June 30, 2011 compared to the comparable 2010 period is due  primarily to an increase in revenues of 28% in the whole tie sales as a percentage of total revenues (which have a higher margin than other product lines).  This increase was offset by a decrease in the gross margins of our tie pick up and disposal services and ground fuel sales.





Additionally, our grinding facility began to see higher delivery volumes in the second quarter of 2011 as the result of our major fuel customer implementing a system that reduced delivery delays.  Management believes the Company will continue to realize the benefits of the customer implemented system in the third quarter of 2011.




Page 22 of 31




General and administrative expenses




General and administrative expenses include: compensation, professional fees and costs related to being a public company, amortization of identifiable intangible assets and other costs.





The table below summarizes the general and administrative expenses:





Three months ended June 30


Six months ended June 30Variance








Variance2011


2010


$


%


2011


2010


$


%Compensation costs

$
284,408


$
145,698


$
(138,710
)


-95.2
%

$
508,173


$
258,448


$
(249,725
)


-96.6
%Professional fees and other public company costs


49,458



116,216



66,758



57.4
%


133,682



309,987



176,305



56.9
%Amortization of intangible assets


65,633



65,633



-



0.0
%


131,266



131,265



(1
)


0.0
%Other costs


167,821



88,048



(79,773
)


-90.6
%


300,260



192,226



(108,034
)


-56.2
%Consolidated general and administrative

$
567,320


$
415,595


$
(151,725
)


-36.5
%

$
1,073,381


$
891,926


$
(181,455
)


-20.3
%





For the three and six months ended June 30, 2011, costs increased approximately $152,000 and $181,000 or 36.5% and 20.3% respectively compared to the three and six months ended June 30, 2010.





The overall increase in general and administrative costs is primarily due to:





·
The cost of staffing the CFO position and two administrative positions that were not fully incurred in the three and six months ended 2010.


·
A decrease in professional fees and other public company costs primarily due to non-recurring audit and accounting fees in conjunction with work performed to incorporate Wood Energy into our public filings during the three and six months ended June 30, 2010.


·
An increase in other costs primarily due to the increased cost of insurance.





Interest expense




Net interest expense for the three and six months ended June 30, 2011 was $81,261 and $156,206, compared to net interest expense for the three and six months ended June 30, 2010 of $70,677 and $159,635, respectively.




The increase in interest costs for the three months ended June 30, 2011 as compared to the comparable 2010 period is due primarily to the increased borrowings by the Company.




The decrease in interest costs for the six months ended June 30, 2011 compared to the comparable 2010 period is due primarily to the one month in 2010 of interest expense related to senior debt facilities that were converted to preferred stock.





Income tax expense





A valuation allowance offsets net deferred tax assets for which future realization is considered to be less likely than not. A valuation allowance is evaluated by considering all positive and negative evidence about whether the deferred tax assets will be realized. At the time of evaluation, the allowance can be either increased or reduced. A reduction could result in the complete elimination of the allowance, if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.





The Company's net deferred tax asset before valuation allowance as of June 30, 2011 was approximately $714,000, most of which relates to net operating losses that expire between 2011 and 2030. The Company recorded an operating loss for the six months ended June 30, 2011 and has a history of operating losses. The Company has maintained the value of the deferred tax asset as we believe it more likely than not that the Company will realize operating profits and taxable income so as to utilize the majority of the net operating losses. However, the Company has recorded a valuation allowance for the increase in the value of the net deferred tax asset due to the potential that the 1996 and 1997 net operating loss will expire before being utilized.





Page 23 of 31




Net Loss




Net loss attributable to common stockholders was $(0.23) and $(0.11) per share for the three and six months ended June 30, 2011, compared to $(0.81) and $(0.17) per share for the comparable 2010 period.  The difference of $(0.58) for the six months ended June 30, 2011 as compared to June 30, 2010 was primarily due to the beneficial conversion feature embedded in the preferred stock issued in the first quarter of 2010.  The difference of $(0.06) per share for the three months ended June 30, 2011 as compared to June 30, 2010 was primarily due to the lower loss from operations as a result of higher sales of whole ties into the landscape markets in 2011.





Financial Condition and Liquidity




Cash and cash equivalents consist of cash. Our cash and cash equivalents balance at June 30, 2011 and 2010 was $152,103 and $61,969, respectively.




The following is a summary of our cash flow activity:





Six months ended June 30,2011


2010Net cash provided by (used in) operating activities

$
445,623


$
(285,047
)Net cash used in investing activities

$
(422,692
)

$
(250,560
)Net cash from financing activities

$
67,203


$
483,730





Net cash provided by (used) in operating activities





For the six months ended June 30, 2011, cash provided by operating activities was $445,623. The primary source for the increase in cash was a decrease in accounts receivable providing $245,085 and funds received in advance of contract completions (deferred revenue) which exceeded cash expended for deferred costs for the period due to a change in retainage percentage with one of its customers from 50% to 25%.





For the six months ended June 30, 2010, cash used in operating activities was $285,047.  The primary use of cash was as a result of cash expended for deferred costs being greater than the increase of funds received in advance of contract completions (deferred revenue) for the period.





Net cash used in investing activities





As a result of beginning the pickup and removal of ties for a new customer during the six months ended June 30, 2011, the Company purchased approximately $500,000 of equipment primarily for the processing of ties at its Louisiana grinding facility, as well as for the pickup and removal of ties for the new customer.  For the six months ended June 30, 2010 purchased equipment was primarily for the startup of the same grinding facility.





Net cash provided by financing activities





To finance the acquisition of Wood Energy, we entered into a five-year senior secured term loan with a bank in the amount of $3.0 million. Wood Energy is the borrower and Banyan guaranteed the loan. Payments of $50,000 of principal and interest are due monthly. As of June 30, 2011, there was $1,950,000 outstanding under this term loan. Also, in connection with the acquisition of Wood Energy, we obtained two bank credit lines as amended in the amounts of $1.0 million each for working capital and capital expenditures. Maximum loan advances on the working capital line are based on specific percentages of eligible working capital amounts, including accounts receivable and inventory. Draws on the capital expenditures line are based on 80% of the cost of such capital expenditures.




Page 24 of 31




On April 7, 2011, the Company and its subsidiary Wood Energy amended the credit facility with its bank in several respects.  Wood Energy converted approximately $720,000 borrowed on its $1.0 million line of credit for capital expenditures into a term loan and a new capex line of $500,000 was granted. The $720,000 term loan will mature September 3, 2014 at the same time as Wood Energy’s existing $1,950,000 term loan. The new $500,000 capex line will mature April 1, 2012 at which time the amount outstanding will also convert to a term loan maturing on September 3, 2014.  Wood Energy also extended the maturity date of its $1.0 million working capital credit line to April 1, 2012.  Loan covenants pertaining to fixed charges, total debt and minimum EBITDA were modified with respect to all of the Bank loans.  Other material terms of the loans remain the same.





As of June 30, 2011, the Company is in compliance with the financial covenants included in the modification and extension of our term loan and credit lines.





As of June 30, 2011, $162,839 and $221,700 were available under the new capital expenditure line and the working capital credit line, respectively.





At June 30, 2011, the Company had a net working capital deficiency of approximately $2,000,000. The Company recognizes that the timing of the realization of its receivables from customers, the completion of it contracts and its vendor and debt obligations payments may not allow the Company to generate positive cash flow in the near future.





Deferred revenue as of June 30, 2011, is $1,455,073 which we will recognize as revenues as each of the projects is completed. The deferred costs incurred related to the fulfillment of uncompleted jobs is $1,449,746. As of June 30, 2010 deferred revenue was $758,849 and the deferred costs related to the fulfillment of uncompleted jobs were $977,878. An increase in the simultaneous number of projects and the increased volume and length of time of the projects has increased our cash cycle time and thus our operating cash requirements with our largest customer, a Class 1 railroad. Due to the impact on the Company, we initiated and agreed to a change order to our service agreement, which will reduce the retainage withheld on the progress payments received by the Company from 50% to 25% beginning with 2011 projects.





The Company anticipates the majority of the current deferred revenue will be recognized as revenue and the retainage will be collected during the third quarter of 2011.





From October 2010 to April 2011, the Company issued 10,000 shares of its series B preferred stock to Patriot Rail Services, Inc. Gary O. Marino, the Company’s Chairman and Chief Executive Officer, is the President and a significant stockholder of Patriot Rail Services, Inc’s ultimate parent company. The preferred shares were issued for $100 per share, or $1,000,000 in the aggregate.





Based on our 2011 annual operating plan and the above noted bank credit facility modification and extension, the Company anticipates it will meet future financial covenants and therefore has retained the long-term classification of the debt in the accompanying Consolidated Financial Statements.





Off-Balance Sheet Arrangements




We do not have any material off-balance sheet arrangements.





How to Learn More about Banyan




We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public on the internet at the SEC’s web site at SEC.gov. To learn more about Banyan you can also contact our CEO, Gary O. Marino, at 561-443-7775.




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Item 4.   Controls and Procedures





Under the direction of our chief executive officer and chief financial officer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based on this evaluation, our chief executive officer and chief financial officer each concluded that our disclosure controls and procedures were effective as of June 30, 2011. Further, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).





Part II — Other Information





Item 1.   Legal Proceedings




We are not aware of any pending legal proceedings involving Banyan or Wood Energy other than litigation arising in the ordinary course of business. We believe the outcome of the litigation will not have a material adverse effect on our financial condition, cash flows or results of operations.





Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds





We sold 2,000 shares of series B preferred stock between on April 14, 2011 to Patriot Rail Services Inc. for $100 a share, resulting in proceeds of $200,000. On October 15, 2013 (or sooner upon the occurrence of certain events), the Series B Preferred stock will be convertible into our common stock at a conversion price of $2.25 per share of common stock.  The sales proceeds were used for working capital purposes. The issuances of the preferred shares were made in reliance on Section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D of the Securities Act.





On August 3, 2011, the Company issued 1,000 shares of its Series C Preferred stock to Patriot Rail Services, Inc.  for $100 per share,  resulting in proceeds of $100,000.  On June 30, 2014 (or sooner upon the occurrence of certain events), the Series C Preferred stock will be convertible into our common stock at a conversion price of $2.06 per share of common stock. The proceeds of the money received in 2011 were used to fund working capital requirements.  The issuances of the preferred shares were made in reliance on Section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D of the Securities Act.





On July 26, 2011 we granted our Chief Financial Officer an incentive stock option to purchase 25,000 share of our common stock for $2.06 per share.  The options vest in three equal annual installments beginning July 26, 2012 and expire on July 26, 2016.  The grant options were made in reliance on Section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D of the Securities Act.




Item 3.   Defaults Upon Senior Securities





Not applicable.




Item 5.   Other Information





For information regarding significant events of the second quarter, please turn to “Recent Events” on page 5.




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Item 6.   Exhibits





10.1
First Amended Agreement for use of Office and Administrative Services dated July 26, 2011 between the Company and Patriot Rail Corp.





31.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Pursuant to § 302 of the Sarbanes-Oxley Act of 2002





31.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer Pursuant to § 302 of the Sarbanes-Oxley Act of 2002





32
Rule 13a-14(b)/15d-14(b) Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002




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Signatures


In accordance with the requirements of the Securities Exchange Act of 1934, Banyan Rail Services Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Banyan Rail Services Inc.Date: August 15, 2011
/s/Jon RyanJon Ryan,Chief Financial Officer(Principal Financial and Accounting Officer)




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