10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2013

¨ 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 111-E, 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 x 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 ¨ No x

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  x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,430,724 shares of common stock, $0.01 par value per share, as of July 15, 2013.

Table of Contents

Part I — Financial Information		3
Item 1.  Financial Statements		3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Cautionary Statement Concerning Forward-Looking Statements		13
Overview		13
Recent Events		14
Critical Accounting Policies and Estimates		14
General and administrative expenses		17
Financial Condition and Liquidity		18
Off-Balance Sheet Arrangements		19
How to Learn More about Banyan		19
Item 4.	Controls and Procedures	19
Part II — Other Information		19
Item 1.	Legal Proceedings	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

Page 2 of 21

Part I — Financial Information

Item 1. Financial Statements

Banyan Rail Services Inc. and Subsidiary

 Condensed Consolidated Balance Sheets

				December 31,
	June 30, 2013			2012
ASSETS	(Unaudited)
Current assets
Cash and cash equivalents	$	2,131		$	5,745
Accounts receivable - trade and other receivables (net of allowance of $0 and $63,938,
respectively)		-			319,100
Prepaid expenses and other current assets		13,371			78,079
Total current assets		15,502			402,924
Property and equipment, net		767			2,732,664
Other assets
Other assets					6,541
Total other assets		-			6,541
Total assets	$	16,269		$	3,142,129
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	112,242		$	1,107,903
Revolving credit line		-			848,588
Current portion of long-term debt		-			3,049,680
Current portion of capital leases		-			278,397
Settlement agreement payable		200,000			-
Demand loan - related party		125,000			225,000
Accrued dividends		354,517			483,660
Total current liabilities		791,759			5,993,228
Commitments and contingencies
Stockholders' (deficit) equity
Series A Preferred stock, $.01 par value. 20,000 shares authorized and issued		200			200
Series B Preferred stock, $.01 par value. 10,000 shares authorized and issued		598,499			675,775
Series C Preferred stock, $.01 par value. 20,000 shares authorized. 19,950 shares issued at June 30, 2013 and December 31, 2012, respectively		1,995,000			1,995,000
Common stock, $0.01 par value. 7,500,000 shares authorized. 4,430,724 and 3,480,639 issued as
of June 30, 2013 and December 31, 2012, respectively		44,307			34,806
Additional paid-in capital		93,733,601			93,122,112
Accumulated deficit		(97,076,408	)		(98,608,303	)
Treasury stock, at cost, for 28,276 shares		(70,689	)		(70,689	)
Total stockholders' deficit		(775,490	)		(2,851,099	)
Total liabilities and stockholders' deficit	$	16,269		$	3,142,129

Page 3 of 21

Banyan Rail Services Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Six months ended June 30,						Three months ended June 30,
	2013			2012			2013			2012
General & administrative expenses	$	279,208		$	413,928		$	103,125		$	182,961
Loss from continuing operations before income taxes and discontinued
operations		(279,208	)		(413,928	)		(103,125	)		(182,961	)
Loss from discontinued operations		(239,130	)		(55,052	)		-			(115,551	)
Gain (loss) attributable to discontinued operations		2,050,233			-			(6,976	)		-
Income tax provision		-			(78,580	)		-			(78,580	)
Net income (loss)	$	1,531,895		$	(547,560	)	$	(110,101	)	$	(377,092	)
Dividends for the benefit of preferred stockholders:
Preferred stock dividends		(249,750	)		(196,951	)		(124,875	)		(101,884	)
Amortization of preferred stock beneficial conversion feature		(77,276	)		(77,704	)		(38,852	)		(38,852	)
Total dividends for the benefit of preferred stockholders		(327,026	)		(274,655	)		(163,727	)		(140,736	)
Net income (loss) attributable to common stockholders	$	1,204,869		$	(822,215	)	$	(273,828	)	$	(517,828	)
Weighted average number of common shares outstanding:
Basic and diluted		4,430,724			3,045,856			4,430,724			3,045,856
Net loss per common share from continuing operations, basic and diluted	$	(0.06	)	$	(0.16	)	$	(0.02	)	$	(0.08	)
Net income (loss) from discontinued operations, basic and diluted		0.41			(0.02	)		(0.00	)		(0.04	)
Net income (loss) per common share, basic and diluted	$	0.35		$	(0.18	)	$	(0.02	)	$	(0.12	)
Net income (loss) attributable to common shareholders per share	$	0.27		$	(0.27	)	$	(0.06	)	$	(0.17	)

See Notes to Condensed Consolidated Financial Statements.

Page 4 of 21

Banyan Rail Services Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	1,531,895		$	(547,560	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		1,678			361,907
Amortization of identifiable intangible assets		-			75,982
Stock compensation expense		2,769			2,768
Deferred income taxes		-			78,580
Amortization of deferred loan costs		-			30,938
Loss on sales of equipment		414			1,827
Gain on discontinued operations		(2,050,233	)		-
Changes in assets and liabilities, net of effects of discontinued
operations:
Decrease (increase) in accounts receivable		22,478			(607,875	)
Increase in costs incurred related to deferred revenue		-			(1,137,304	)
Decrease in prepaid expenses and other current assets		(2,203	)		(236,738	)
Increase in other assets		-			(20,136	)
Increase in accounts payable and accrued expenses		122,757			175,697
Increase in deferred revenue		-			914,449
Net cash used in operating activities		(370,445	)		(907,465	)
Cash flows used in investing activities:
Acquisition of property and equipment		-			(819,357	)
Net cash used in investing activities		-			(819,357	)
Cash flows from financing activities:
Proceeds from sale of preferred stock		-			615,000
Payment of preferred stock dividends		-			(172,475	)
Proceeds from demand loan - related party		311,800			-
Proceeds from long-term debt		-			3,430,000
Proceeds from line of credit		55,031			952,878
Payments of line of credit		-			(892,231	)
Payment of capital leases		-			(76,035	)
Payments of long-term debt		-			(2,425,487	)
Net cash from financing activities		366,831			1,431,650
Net decrease in cash and cash equivalents		(3,614	)		(295,172	)
Cash and cash equivalents, beginning of period		5,745			314,233
Cash and cash equivalents, end of period	$	2,131		$	19,061

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-	$	91,615
Non cash financing activities:
Preferred stock dividend in excess of payments	$	354,517	$	240,699
Issuance of common shares in lieu of cash dividends payable	$	378,895	$	-
Issuance of shares in settlement of loans and advances payable	$	411,800	$	-
Property acquired under capital leases	$	-	$	160,738

See Notes to Condensed Consolidated Financial Statements.

Page 5 of 21

Banyan Rail Services Inc. and Subsidiary

Consolidated Statements of Stockholders’ (Deficit) Equity

Periods Ended June 30, 2013 and 2012

	Common Stock				Preferred Stock											Treasury Stock
	Shares									Additional Paid			Accumulated
	Issued		Amount		Shares Issued		Amount			in Capital			Deficit			Shares		Amount			Total
Stockholders’ equity December 31, 2011		3,045,856	$	30,458		37,850	$	1,617,236		$	92,899,056		($	89,688,252	)		28,276	($	70,689	)	$	4,787,809
Amortization of beneficial conversion feature
preferred stock - Series B								(156,261	)		156,261											-
Issuance of preferred stock - Series C						12,100		1,210,000														1,210,000
Issuance of common stock		434,783		4,348							495,652											500,000
Stock compensation expense											5,538											5,538
Net loss for the year ended December 31, 2012														(8,920,051	)							(8,920,051	)
Preferred stock dividends											(434,395	)										(434,395	)
Stockholders’ (deficit) equity December 31, 2012		3,480,639	$	34,806		49,950		2,670,975		$	93,122,112		$	(98,608,303	)		28,276		(70,689	)	$	(2,851,099	)
Amortization of beneficial conversion feature								(77,276	)		77,276											-
preferred stock - Series B
Issuance of common stock		950,085		9,501							781,194											790,695
Stock compensation expense											2,769											2,769
Net income for the six months ended June 30, 2013														1,531,895								1,531,895
Preferred stock dividends											(249,750	)										(249,750	)
Stockholders’ (deficit) equity June 30, 2013		4,430,724	$	44,307		49,950	$	2,593,699		$	93,733,601		($	97,076,408	)		28,276	($	70,689	)	($	775,490	)

See Notes to Consolidated Financial Statements.

Page 6 of 21

 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 was a shell company without significant operations or sources of revenues other than interest on its investments. With a change in management in 2008, it was determined that the Company would seek acquisitions in rail related businesses. On September 4, 2009, the Company purchased 100% of the common stock of The Wood Energy Group, Inc. (“Wood Energy” or “Wood”). Wood Energy was engaged in the business of railroad tie reclamation and disposal, principally in the southern region.

Bankruptcy of Subsidiary. On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, Case No. 13 – 10688-PGH. We were not successful in arranging financing to continue to operate our business as debtors and debtors-in-possession under the jurisdiction of the Bankruptcy Court, and therefore on February 5, 2013, Wood filed a motion to voluntarily convert the case to a Chapter 7 Bankruptcy. The filing of the Chapter 11 petitions triggered repayment obligations under a number of our debt instruments and agreements. As a result, all of our debt obligations became immediately payable. We believe that any efforts to enforce the payment obligations of Wood are stayed as a result of the Chapter 11 and Chapter 7 filings.

As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB”) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan.

The assets of Wood were liquidated by the Trustee of the Bankruptcy Court. The proceeds from the sale will be used to satisfy a portion of secured claims, with the remainder if any, allocated to the unsecured claims.

See Note 6, Settlement Agreement Payable, regarding a settlement of the corporate guarantee for certain debts.

Going Concern (See Note 5) The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital, satisfaction of the settlement agreement dated June 26, 2013 related to the corporate guarantee for certain debt (see Note 6) and other obligations, implementation of the reorganization plan and finding an operating business to acquire, and other factors, many of which are beyond our control.

Note 2.  Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q and Regulation S-X. In the opinion of management, these condensed consolidated financial statements give effect to all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company for the periods presented.

Page 7 of 21

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

Although we believe that the disclosures included in our condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. Accordingly, the accompanying condensed consolidated financial statements should be read in conjunction with the Company’s latest annual report on Form 10-K for the year ended December 31, 2012 filed with the SEC.

The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full 2013 year.

Note 3.  Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets.

Cash and Cash Equivalents

The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Trade accounts receivable are recorded net of an allowance for expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of June 30, 2013 and December 31, 2012, the Company recorded an allowance for doubtful accounts of $0 and $63,938, respectively.

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:

	Years
Machinery and equipment		3-7
Track 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.

Page 8 of 21

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.

Discontinued Operations

The application of current accounting principles that govern the classification of our subsidiary as held-for-sale on our consolidated balance sheets, or the presentation of results of operations and gains on the sale or disposal of this subsidiary as discontinued, requires management to make certain significant judgments. In evaluating whether a subsidiary meets the criteria set forth, we make a determination as to the point in time that it is probable that disposal will be consummated. Therefore, based on our evaluation of our subsidiary in Chapter 7 Bankruptcy where we no longer have continuing involvement or cash flows, we have classified the subsidiary as discontinued operations. Certain prior year amounts have been reclassified to conform to the current year presentation.

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.

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. In addition, the Company is unable to pay dividends on its common stock until dividends are paid on its preferred stock.

Page 9 of 21

Note 4. Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-05, "Presentation of Comprehensive Income." This update provided entities with an option of presenting the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The Company adopted this update in 2012. Adoption affected the manner of presentation of the components of comprehensive income in the Company's consolidated financial statements, but did not have an impact on the Company's consolidated balance sheets, statement operations or cash flows. Accounting Standards Update 2011-12 delayed the effective date of certain requirements of Accounting Standards Update 2011-05 related to the presentation of reclassifications of items out of accumulated other comprehensive income.

Note 5. Liquidity and Going Concern

At and for the period ended June 30, 2013, the Company had a net working capital deficiency of approximately $776,000, and incurred negative cash flows from operating activities of approximately $370,000. The Company recognizes that with the bankruptcy of its operating entity, Wood Energy, we will need to raise additional funds in order to meet working capital requirements. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise necessary capital, our growth and our ability to continue as a going concern will be curtailed. In addition, if we raise capital by selling additional shares of stock, the percentage ownership of current shareholders in Banyan will be diluted.

The term loan and lines of credit from the bank, for which we are in default (see Note 6), were not fully satisfied from the sale of all assets of Wood Energy. The unsatisfied amount is guaranteed by Banyan and will require additional capital raises to meet the obligations pursuant to our June 26, 2013 settlement agreement. We cannot be certain that we will be able to obtain the funding required to meet this obligation. If we are unsuccessful in our attempts to raise additional capital, there would be a material adverse effect on the Company.

Note 6. Settlement Agreement Payable

As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB” or “Fifth Third) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan.

On June 26, 2013 Banyan and FTB agreed to settle the action filed against Banyan by FTB in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). The settlement agreement calls for Banyan to pay to FTB the amount of $200,000 by September 26, 2013. If Banyan fails to make the agreed upon payment, FTB will be granted a judgment in the full amount of the deficiency, plus fees and interest.

Note 7. Preferred and Common Stock

On March 5, 2013, the Company issued 385,975 shares of common stock in lieu of $378,895 of cash dividends to its preferred shareholders for dividends in arrears as of December 31, 2012.

Page 10 of 21

On March 20, 2013, the Company issued 564,110 shares of common stock to Banyan Rail Holdings LLC (Banyan Holdings) in exchange for the cancellation of the loan payable in the amount of $225,000 and the advances of $186,800 subsequent to December 31, 2012. The proceeds of the money received were used to fund working capital requirements. Banyan Holdings is a company in which Gary O. Marino, the Company’s Chairman and Chief Executive Officer, is the Chief Executive Officer and a significant stockholder of Banyan Holding’s ultimate parent company.

Dividends for Series A, B and C Preferred stock are accrued for the semi-annual period ended June 30, 2013 in the amount of $354,517. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in the form of shares of common stock in lieu of cash. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends were paid on March 5, 2013.

As of June 30, 2013, Banyan Holdings owned 3,000, 10,000, 17,800 and 1,936,132 shares of Series A Preferred, Series B Preferred, Series C Preferred and Common stock, respectively. If all shares of Preferred stock were converted by Banyan Holdings, it would own 3,664,805 shares or 59.5% of common stock.

Note 8. Income Taxes 

For the six months ended June 30, 2013 and 2012, the Company recorded an income tax provision of $0, respectively. The effective tax rate for the six months ended June 30, 2013 and 2012 was 0%, respectively. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carryforward generated during the period. The Company recorded an operating loss for the quarter, when excluding the one-time gain from discontinued operations, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets, as we believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the future.

Note 9. Earnings per Share

The Company excluded from the diluted earnings per share calculation 2,665,486 and 1,964,030 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30, 2013 and 2012, as their inclusion would be anti-dilutive. In addition, the Company excluded 228,000 stock options as of June 30, 2013 as their inclusion would be anti-dilutive.

Page 11 of 21

Note 10.  Stock-Based Compensation

The Company has stock option agreements with its directors and officers for serving on the Company’s Board of Directors and as officers. The options activity is as follows:

			Weighted		Weighted		Weighted
			Average		Average		Average
	Number		Exercise Price		Fair Value at		Remaining	Intrinsic
	of Shares		per Share		Grant Date		Contractual Life	Value
Balance January 1, 2012		228,000		2.92			1.5 years		-
Options granted		-		-	$	0	-		-
Options exercised		-		-			-		-
Options expired		-		-			-		-
Balance, January 1, 2013		228,000	$	2.92			1.5 years	$	-
Options granted		-		-	$	0			-
Options exercised		-		-					-
Options expired		-		-			-		-
Balance, June 30, 2013		228,000	$	2.92			1.5 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.

Note 11. Related Party Transactions

The Company’s 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 49,950 shares of the Company’s preferred stock and 2,359,876 shares of common stock as of June 30, 2013 or 4,374,549 shares, if the preferred is converted.

Page 12 of 21

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

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains information about us, some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements by the use of terms such as “believes,” “contemplates,” “expects,” “may,” “will,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms. We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion in Part I, the information set forth under Item 1A, “Risk Factors” and with the discussion of the business included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2012 Annual Report on Form 10-K. We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

· successfully completing the disposition of Wood Energy through bankruptcy proceedings and satisfying our secured financing agreements and related corporate guarantee;

· raising the necessary capital to pay Fifth Third Bank $200,000 by September 26, 2013;

· complying with SEC regulations and filing requirements applicable to us as a public company;

· successfully finding an operating entity to acquire;

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

You should not place undue reliance on our forward-looking statements, which reflect our analysis only as of the date of this report. The risks and uncertainties listed above and elsewhere in this report and other documents that we file with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10- Q, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in the Company.

Overview

In September 2009, we completed the acquisition of all of the issued and outstanding stock of 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.

Wood Energy was a railroad tie reclamation and disposal company. Founded in 2001, we provided 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 $378.8 million as of 2011) and industrial customers. We operated primarily in the southern region of the United States of America. Our services included removing scrap railroad ties (ties), 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 markets. In 2012, we removed and disposed of approximately 520,000 railroad ties, 73% of which were used by the co-generation market and 27% for the landscape and relay markets.

Bankruptcy of Subsidiary. On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, Case No. 13 – 10688-PGH. We were not successful in arranging financing to continue to operate our business as debtors and debtors-in-possession under the jurisdiction of the Bankruptcy Court, and therefore on February 5, 2013 Wood Energy filed a motion to voluntarily convert the case to a Chapter 7 Bankruptcy. The filing of the Chapter 11 petitions triggered repayment obligations under a number of our debt instruments and agreements. As a result, all of our debt obligations became immediately payable. We believe that any efforts to enforce the payment obligations of Wood are stayed as a result of the Chapter 11 and Chapter 7 filings.

Page 13 of 21

As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB” or “Fifth Third”) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan.

On June 26, 2013 Banyan and Fifth Third agreed to settle the action filed against Banyan by FTB concerning the Wood Energy debt. The settlement agreement calls for Banyan to pay to FTB the amount of $200,000 by September 26, 2013. If Banyan fails to make the agreed upon payment, FTB will be granted a judgment in the full amount of the deficiency, plus fees and interest.

The assets of Wood Energy were liquidated by the Trustee of the Bankruptcy Court. The proceeds from the sale will be used to satisfy a portion of secured claims, with the remainder if any, allocated to the unsecured claims.

The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital, satisfaction of the settlement agreement dated June 26, 2013 related to the corporate guarantee of the FTB debt, implementation of the reorganization plan and finding an operating business to acquire, and other factors, many of which are beyond our control.

Recent Events

Settlement Agreement Payable

On June 26, 2013 Banyan and Fifth Third agreed to settle the action filed against Banyan by FTB concerning the Wood Energy debt. The settlement agreement calls for Banyan to pay to FTB the amount of $200,000 by September 26, 2013. If Banyan fails to make the agreed upon payment, FTB will be granted a judgment in the full amount of the deficiency, plus fees and interest.

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.

Page 14 of 21

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, 2013, there were no significant changes to the critical accounting policies.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include 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.

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 expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of June 30, 2013 and December 31, 2012, the Company recorded an allowance for doubtful accounts of $0 and $63,938, respectively.

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:

	Years
Machinery and equipment	3-7
Track 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.

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 15 of 21

Discontinued Operations

The application of current accounting principles that govern the classification of our subsidiary as held-for-sale on our consolidated balance sheets, or the presentation of results of operations and gains on the sale or disposal of this subsidiary as discontinued, requires management to make certain significant judgments. In evaluating whether a subsidiary meets the criteria set forth, we make a determination as to the point in time that it is probable that disposal will be consummated. Therefore, based on our evaluation of our subsidiary in Chapter 7 Bankruptcy where we no longer have continuing involvement or cash flows, we have classified the subsidiary as discontinued operations. Certain prior year amounts have been reclassified to conform to the current year presentation.

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 16 of 21

Results from Operations

The following table summarizes our results for the three and six months ended June 30, 2013 and 2012:

	Three months ended June 30,						Variance						Six months ended June 30,						Variance
	2013			2012			$			%			2013			2012			$			%
General & administrative expenses	$	103,125		$	182,961		$	79,836			43.6	%	$	279,208		$	413,928		$	134,720			32.5	%
Loss from continuing operations before income taxes and discontinued operations		(103,125	)		(182,961	)		79,836			-43.6	%		(279,208	)		(413,928	)		134,720			-32.5	%
Loss from discontinued operations		-			(115,551	)		115,551			-100.0	%		(239,130	)		(55,052	)		(184,078	)		334.4	%
(Loss) gain attributable to discontinued operations		(6,976	)		-			(6,976	)		100.0	%		2,050,233			-			2,050,233			100.0	%
Income tax provision		-			(78,580	)		78,580			-100.0	%		-			(78,580	)		78,580			-100.0	%
Net income (loss)	$	(110,101	)	$	(377,092	)	$	266,991			-70.8	%	$	1,531,895		$	(547,560	)	$	2,079,455			-379.8	%

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.

For the three and six months ended June 30, 2013, costs decreased $79,836 and $134,720 or 43.6% and 32.5% compared to the three and six months ended June 30, 2012.

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

· A reduction in corporate staffing due to the bankruptcy of our only operating subsidiary Wood Energy.

· A reduction in rent expense due whereby the previous shared services agreement was terminated and the Company is sharing office space with a major shareholder at no cost.

· A decrease in travel costs related to the management of Wood Energy.

· Offset by an increase in professional fees related to the litigation regarding the Wood Energy loan guarantee.

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 recorded an operating loss for the quarter, when excluding the one-time gain from discontinued operations, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets as we currently believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the near future.

Page 17 of 21

Net Income (Loss)

Net loss attributable to common stockholders of $0.06 per share for the three months ended June 30, 2013 as compared to $0.17 per share June 30, 2012. The change was primarily the result of decreased costs associated with general and administrative costs of $0.03, decreased loss associated with discontinued operations of $0.04 and the decrease in income tax provision of $0.03.

Net income (loss) attributable to common stockholders of $0.27 per share for the six months ended June 30, 2013 as compared to $(0.27) per share June 30, 2012. The change is primarily the result of the gain of $0.55 per share attributable to the disposal and deconsolidation of Wood Energy as a result of the chapter 7 liquidation. In addition, the increase in income per share is the result of a decrease in general and administrative expenses of $0.02, which is offset by an increased loss from discontinued operations of $0.08 per share.

Financial Condition and Liquidity

Our cash and cash equivalents consist of cash. Our cash and cash equivalents balance at June 30, 2013 and 2012 was $2,131 and $5,745, respectively.

The following is a summary of our cash flow activity:

	Six months Ended June 30,
	2013			2012
Net cash used in operating activities	$	(370,445	)	$	(907,465	)
Net cash used in investing activities	$	-		$	(819,357	)
Net cash from financing activities	$	366,831		$	1,431,650

Net cash used in operating activities

For the six months ended June 30, 2013, cash used by operating activities was $370,445. The primary use of cash was $100,000 for the bankruptcy petition related to Wood Energy and normal operating activities of the Company. For the six months ended June 30, 2012, cash used by operating activities was $907,465. The primary use of cash was an increase in accounts receivable of $607,875 and an increase in prepaid and other assets (primarily inventory) of $236,738, which were related to discontinued operations

Net cash used in investing activities

During the six months ended June 30, 2012, the Company purchased $819,357 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 an existing customer, which were related to its discontinued operation.

Net cash provided by financing activities

For the six months ended June 30, 2013, net cash provided by financing activities was $366,831. The primary sources of cash was approximately $312,000 the Company received in advances from Banyan Holdings, which were subsequently converted to common stock and approximately $55,000 of additional advances on the Wood Energy line of credit prior to Wood’s filing for Chapter 11 protection.

Page 18 of 21

At June 30, 2013, the Company had a net working capital deficiency of approximately $776,000 as compared to a net working capital deficiency of approximately $5,600,000 at December 31, 2012. The primary reason for the change in working capital deficiency from December 31, 2012 was the bankruptcy petition and the subsequent deconsolidation of Wood Energy. The Company recognizes that as a result of the Wood Energy bankruptcy petition and the lack of operations and cash flow that it will have to rely upon sales of stock or future capital contributions from investors to generate cash flow for the foreseeable future.

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 561-997-7775.

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, 2013. Further, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2013 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

As a result of Wood Energy’s failure to make the January 2013 payment to FTB under a $3.0 million term note (in addition to the term loan, Wood Energy has a $1.0 million working capital line of credit and a $500,000 capital expenditure line of credit with FTB; Banyan has guaranteed all three loans), and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB).

On June 26, 2013 Banyan and FTB agreed to settle the action in the amount of $200,000 payable to FTB by September 26, 2013. If Banyan fails to make the agreed upon payment FTB will be granted a judgment in the full amount of the deficiency, plus fees and interest.

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

Not applicable.

Page 19 of 21

Item 3. Defaults Upon Senior Securities

See “Legal Proceedings” above concerning Wood’s default on its debt with FTB.

Item 5. Other Information

For information regarding significant events of the second quarter, please turn to “Recent Events” on page 14.

Item 6. Exhibits

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 Executive Officer Pursuant to § 302 of the Sarbanes-Oxley Act of 2002

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

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

Page 20 of 21

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 1, 2013	/s/Jon Ryan
	Jon Ryan,
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Page 21 of 21

EX-31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION OF Exhibit 31.1

Principal Executive Officer Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Gary O. Marino, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of Banyan Rail Services Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2013

/s/ Gary O. Marino

Gary O. Marino

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

(Principal Executive Officer)

EX-31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION OF Exhibit 31.2

Principal Executive Officer Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Donald Redfearn, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of Banyan Rail Services Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2013

/s/ Donald Redfearn

Donald Redfearn

PRESIDENT

EX-31.3

RULE 13A-14(A)/15D-14(A) CERTIFICATION OF Exhibit 31.3

Principal Financial Officer Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Jon Ryan, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of Banyan Rail Services Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2013	/s/ Jon Ryan
	Jon Ryan
	CHIEF FINANCIAL OFFICER
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18. U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Banyan Rail Services Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2013(the “Report”) filed with the Securities and Exchange Commission on the date hereof, I, Gary O. Marino, Chairman and Chief Executive Officer of the Company, and I, Jon Ryan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)        The Report fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gary O. Marino

Gary O. Marino

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

/s/ Jon Ryan

Jon Ryan

CHIEF FINANCIAL OFFICER

August 1, 2013

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Note 11. Related Party Transactions

The Company’s 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 49,950 shares of the Company’s preferred stock and 2,359,876 shares of common stock as of June 30, 2013 or 4,374,549 shares, if the preferred is converted.

XML

Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
General & administrative expenses	$ 103,125	$ 182,961	$ 279,208	$ 413,928
Loss from continuing operations before income taxes and discontinued operations	(103,125)	(182,961)	(279,208)	(413,928)
(Loss) income from discontinued operations	0	(115,551)	(239,130)	(55,052)
Gain attributable to discontinued operations	(6,976)	0	2,050,233	0
Income tax provision	0	(78,580)	0	(78,580)
Net income (loss)	(110,101)	(377,092)	1,531,895	(547,560)
Dividends for the benefit of preferred stockholders:
Preferred stock dividends	(124,875)	(101,884)	(249,750)	(196,951)
Amortization of preferred stock beneficial conversion feature	(38,852)	(38,852)	(77,276)	(77,704)
Total dividends for the benefit of preferred stockholders	(163,727)	(140,736)	(327,026)	(274,655)
Net loss attributable to common stockholders	$ (273,828)	$ (517,828)	$ 1,204,869	$ (822,215)
Weighted average number of common shares outstanding:
Basic and diluted	4,430,724	3,045,856	4,430,724	3,045,856
Net loss per common share from continuing operations, basic and diluted	$ (0.02)	$ (0.08)	$ (0.06)	$ (0.16)
Net income (loss) from discontinued operations, basic and diluted	$ 0.00	$ (0.04)	$ 0.41	$ (0.02)
Net income (loss) per common share, basic and diluted	$ (0.02)	$ (0.12)	$ 0.35	$ (0.18)
Net income (loss) attributable to common shareholders per share	$ (0.06)	$ (0.17)	$ 0.27	$ (0.27)

XML

Recently Issued Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Accounting Changes and Error Corrections [Abstract]

Recently Issued Accounting Pronouncements

Note 4. Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2011-05, "Presentation of Comprehensive Income." This update provided entities with an option of presenting the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The Company adopted this update in 2012. Adoption affected the manner of presentation of the components of comprehensive income in the Company's consolidated financial statements, but did not have an impact on the Company's consolidated balance sheets, statement operations or cash flows. Accounting Standards Update 2011-12 delayed the effective date of certain requirements of Accounting Standards Update 2011-05 related to the presentation of reclassifications of items out of accumulated other comprehensive income.

XML

Liquidity and Going Concern - Additional Information (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Working Capital Deficiency	$ 776,000
Net Cash Provided by (Used in) Operating Activities, Total	$ (370,445)	$ (907,465)

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts Receivable

Trade accounts receivable are recorded net of an allowance for expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of June 30, 2013 and December 31, 2012, the Company recorded an allowance for doubtful accounts of $0 and $63,938, respectively.

Property and Equipment

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:

	Years
Machinery and equipment	3-7
Track 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.

Fair Value of Financial Instruments

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.

Discontinued Operations

Discontinued Operations

The application of current accounting principles that govern the classification of our subsidiary as held-for-sale on our consolidated balance sheets, or the presentation of results of operations and gains on the sale or disposal of this subsidiary as discontinued, requires management to make certain significant judgments. In evaluating whether a subsidiary meets the criteria set forth, we make a determination as to the point in time that it is probable that disposal will be consummated. Therefore, based on our evaluation of our subsidiary in Chapter 7 Bankruptcy where we no longer have continuing involvement or cash flows, we have classified the subsidiary as discontinued operations. Certain prior year amounts have been reclassified to conform to the current year presentation.

Earnings Per Share

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.

Income Taxes

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.  Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Retained Earnings Distributions

Retained Earnings Distributions

The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company. In addition, the Company is unable to pay dividends on its common stock until dividends are paid on its preferred stock.

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Income Taxes - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Income Tax [Line Items]
Percentage Of Valuation Allowance			100.00%
Income Tax Expense (Benefit)	$ 0	$ 78,580	$ 0	$ 78,580
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%

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Preferred and Common Stock- Additional Information (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Banyan Rail Holdings LLC	Mar. 20, 2013 Banyan Rail Holdings LLC	Jun. 30, 2013 Banyan Rail Holdings LLC Common Stock [Member]	Jun. 30, 2013 Banyan Rail Holdings LLC Series C Preferred stock	Jun. 30, 2013 Banyan Rail Holdings LLC Series A Preferred stock	Jun. 30, 2013 Banyan Rail Holdings LLC Series B Preferred stock
Stockholders Equity Note [Line Items]
Common shares issuable upon conversion of convertible preferred stock			3,664,805
Common stock, issued	4,430,724	3,480,639		564,110
Common Stock Dividends, Shares	385,975
Preferred Stock, Amount of Preferred Dividends in Arrears	$ 354,517	$ 378,895
Loan payable		225,000
Due to Related Parties, Current, Total		$ 186,800
Preferred Stock, Shares Outstanding, Ending Balance			1,936,132			17,800	3,000	10,000
Equity Method Investment, Ownership Percentage					59.50%

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Related Party Transactions - Additional Information (Detail) (Board of directors, officers, and officers of subsidiary)	Jun. 30, 2013
Board of directors, officers, and officers of subsidiary
Related Party Transaction [Line Items]
Ownership of related party in preferred Stock	49,950
Ownership of related party in common Stock	2,359,876
Ownership of related party in common stock if preferred stock is converted	4,374,549

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Settlement Agreement Payable - Additional Information (Details) (USD $)	6 Months Ended
	Jun. 30, 2013 Subsequent Event [Member]	Feb. 07, 2013 FTB [Member] Working Capital Line [Member]	Feb. 07, 2013 FTB [Member] Capital Expenditure Line [Member]	Feb. 07, 2013 FTB [Member] Term Note [Member]
Term Loan				$ 3,000,000
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases		1,000,000	520,000
Litigation Settlement, Amount	$ 200,000

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Consolidated Statements of Stockholders' Equity (USD $)	Total	Series B Preferred stock	Series C Preferred stock	Common Stock	Preferred Stock	Additional Paid in Capital	Additional Paid in Capital Series B Preferred stock	Accumulated Deficit	Treasury Stock
Beginning Balance at Dec. 31, 2011	$ 4,787,809			$ 30,458	$ 1,617,236	$ 92,899,056		$ (89,688,252)	$ (70,689)
Beginning Balance (in shares) at Dec. 31, 2011				3,045,856	37,850				28,276
Amortization of beneficial conversion feature preferred stock - Series B	0
Issuance of preferred stock - Series C	1,210,000	(156,261)	1,210,000				156,261
Issuance of preferred stock - Series C (in shares)			12,100
Issuance of common stock (in shares)				434,783
Issuance of common stock	500,000			4,348		495,652
Stock compensation expense	5,538					5,538
Net loss	(8,920,051)							(8,920,051)
Preferred stock dividends	(434,395)					(434,395)
Ending Balance at Dec. 31, 2012	2,851,099			34,806	2,670,975	93,122,112		(98,608,303)	(70,689)
Ending Balance (in shares) at Dec. 31, 2012				3,480,639	49,950				28,276
Amortization of beneficial conversion feature preferred stock - Series B	0				(77,276)	77,276
Issuance of common stock (in shares)				950,085
Issuance of common stock	790,695			9,501		781,194
Stock compensation expense	2,769					2,769
Net loss	1,531,895							1,531,895
Preferred stock dividends	(249,750)					(249,750)
Ending Balance at Jun. 30, 2013	$ 775,490			$ 44,307	$ 2,593,699	$ 93,733,601		$ (97,076,408)	$ (70,689)
Ending Balance (in shares) at Jun. 30, 2013				4,430,724	49,950				28,276

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

Note 2.  Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q and Regulation S-X. In the opinion of management, these condensed consolidated financial statements give effect to all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company for the periods presented.

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

Although we believe that the disclosures included in our condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. Accordingly, the accompanying condensed consolidated financial statements should be read in conjunction with the Company’s latest annual report on Form 10-K for the year ended December 31, 2012 filed with the SEC.

The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full 2013 year.

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Liquidity and Going Concern

6 Months Ended

Jun. 30, 2013

Liquidity And Going Concern [Abstract]

Liquidity and Going Concern

Note 5. Liquidity and Going Concern

At and for the period ended June 30, 2013, the Company had a net working capital deficiency of approximately $776,000, and incurred negative cash flows from operating activities of approximately $370,000. The Company recognizes that with the bankruptcy of its operating entity, Wood Energy, we will need to raise additional funds in order to meet working capital requirements. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise necessary capital, our growth and our ability to continue as a going concern will be curtailed. In addition, if we raise capital by selling additional shares of stock, the percentage ownership of current shareholders in Banyan will be diluted.

The term loan and lines of credit from the bank, for which we are in default (see Note 6), were not fully satisfied from the sale of all assets of Wood Energy. The unsatisfied amount is guaranteed by Banyan and will require additional capital raises to meet the obligations pursuant to our June 26, 2013 settlement agreement. We cannot be certain that we will be able to obtain the funding required to meet this obligation. If we are unsuccessful in our attempts to raise additional capital, there would be a material adverse effect on the Company.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3.  Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets.

Cash and Cash Equivalents

The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Trade accounts receivable are recorded net of an allowance for expected losses. An allowance is estimated from historical performance and projections of trends. Bad debt expense is charged to operations if write offs are deemed necessary. As of June 30, 2013 and December 31, 2012, the Company recorded an allowance for doubtful accounts of $0 and $63,938, respectively.

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:

	Years
Machinery and equipment	3-7
Track 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.

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.

Discontinued Operations

The application of current accounting principles that govern the classification of our subsidiary as held-for-sale on our consolidated balance sheets, or the presentation of results of operations and gains on the sale or disposal of this subsidiary as discontinued, requires management to make certain significant judgments. In evaluating whether a subsidiary meets the criteria set forth, we make a determination as to the point in time that it is probable that disposal will be consummated. Therefore, based on our evaluation of our subsidiary in Chapter 7 Bankruptcy where we no longer have continuing involvement or cash flows, we have classified the subsidiary as discontinued operations. Certain prior year amounts have been reclassified to conform to the current year presentation.

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.

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. In addition, the Company is unable to pay dividends on its common stock until dividends are paid on its preferred stock.

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Earnings Per Share - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	2,665,486	1,964,030
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	228,000

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts Receivable, Current	$ 0	$ 63,938
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	7,500,000	7,500,000
Common stock, issued	4,430,724	3,480,639
Treasury stock, shares	28,276	28,276
Series A Preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	20,000	20,000
Series B Preferred stock
Preferred stock, par value	$ 0.01	$ 0.1
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Series C Preferred stock
Preferred stock, par value	$ 0.01	$ 0.1
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	19,950	19,950

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Note 8. Income Taxes 

For the six months ended June 30, 2013 and 2012, the Company recorded an income tax provision of $0, respectively. The effective tax rate for the six months ended June 30, 2013 and 2012 was 0%, respectively. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carryforward generated during the period. The Company recorded an operating loss for the quarter, when excluding the one-time gain from discontinued operations, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets, as we believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the future.

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Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net loss	$ 1,531,895	$ (547,560)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,678	361,907
Amortization of identifiable intangible assets	0	75,982
Stock compensation expense	2,769	2,768
Deferred income taxes	0	78,580
Amortization of deferred loan costs	0	30,938
Loss on sales of equipment	414	1,827
Gain on discontinued operations	(2,050,233)	0
Changes in assets and liabilities, net of effects of discontinued operations:
Decrease (increase) in accounts receivable	22,478	(607,875)
Increase in costs incurred related to deferred revenue	0	(1,137,304)
Decrease in prepaid expenses and other current assets	(2,203)	(236,738)
Increase in other assets	0	(20,136)
Increase in accounts payable and accrued expenses	122,757	175,697
Increase in deferred revenue	0	914,449
Net cash used in operating activities	(370,445)	(907,465)
Cash flows used in investing activities:
Acquisition of property and equipment	0	(819,357)
Net cash used in investing activities	0	(819,357)
Cash flows from financing activities:
Proceeds from sale of preferred stock	0	615,000
Payment of preferred stock dividends	0	(172,475)
Proceeds from demand loan - related party	311,800	0
Proceeds from long-term debt	0	3,430,000
Proceeds from Lines of Credit	55,031	952,878
Payments of line of credit	0	(892,231)
Payment of capital leases	0	(76,035)
Payments of long-term debt	0	(2,425,487)
Net cash from financing activities	366,831	1,431,650
Net decrease in cash and cash equivalents	(3,614)	(295,172)
Cash and cash equivalents, beginning of period	5,745	314,233
Cash and cash equivalents, end of period	2,131	19,061
Cash paid during the period for:
Interest	0	91,615
Non cash financing activities:
Preferred stock dividend in excess of payments	354,517	240,699
Issuance of common shares in lieu of cash dividends payable	378,895	0
Issuance of shares in settlement of loans and advances payable	411,800	0
Property acquired under capital leases	$ 0	$ 160,738

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2013	Dec. 31, 2012
Current assets
Cash and cash equivalents	$ 2,131	$ 5,745
Accounts receivable - trade and other receivables (net of allowance of $0 and $63,938, respectively)	0	319,100
Prepaid expenses and other current assets	13,371	78,079
Total current assets	15,502	402,924
Property and equipment, net	767	2,732,664
Other assets
Other assets		6,541
Total other assets	0	6,541
Total assets	16,269	3,142,129
Current liabilities
Accounts payable and accrued expenses	112,242	1,107,903
Revolving credit line	0	848,588
Current portion of long-term debt	0	3,049,680
Current portion of capital leases	0	278,397
Settlement agreement payable	200,000	0
Demand loan - related party	125,000	225,000
Accrued dividends	354,517	483,660
Total current liabilities	791,759	5,993,228
Stockholders' equity
Common stock, $0.01 par value. 7,500,000 shares authorized. 4,430,724 and 3,480,639 issued as of June 30, 2013 and December 31, 2012, respectively	44,307	34,806
Additional paid-in capital	93,733,601	93,122,112
Accumulated deficit	(97,076,408)	(98,608,303)
Treasury stock, at cost, for 28,276 shares	(70,689)	(70,689)
Total stockholders' equity	(775,490)	(2,851,099)
Liabilities and Stockholders Equity	16,269	3,142,129
Series A Preferred stock
Stockholders' equity
Preferred stock	200	200
Series B Preferred stock
Stockholders' equity
Preferred stock	598,499	675,775
Series C Preferred stock
Stockholders' equity
Preferred stock	$ 1,995,000	$ 1,995,000

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Stock Option Activities (Detail) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Number of shares
Beginning Balance	228,000	228,000
Options granted	0	0
Options exercised	0	0
Options expired	0	0
Ending Balance	228,000	228,000	228,000
Weighted Average Exercise Price per Share
Beginning Balance	$ 2.92	$ 2.92
Options granted	$ 0	$ 0
Options exercised	$ 0	$ 0
Options expired	$ 0	$ 0
Ending Balance	$ 2.92	$ 2.92	$ 2.92
Weighted Average Fair Value at Grant Date
Options granted	$ 0	$ 0
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life	1 year 6 months	1 year 6 months	1 year 6 months
Intrinsic Value
Beginning Balance	$ 0	$ 0
Options granted	0	0
Options exercised	0	0
Options expired	0	0
Ending Balance	$ 0	$ 0	$ 0

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Significant Accounting Policies [Line Items]
Allowance for Doubtful Accounts Receivable, Current	$ 0	$ 63,938

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Preferred and Common Stock

6 Months Ended

Jun. 30, 2013

Equity [Abstract]

Preferred Stock

Note 7. Preferred and Common Stock

On March 5, 2013, the Company issued 385,975 shares of common stock in lieu of $378,895 of cash dividends to its preferred shareholders for dividends in arrears as of December 31, 2012.

On March 20, 2013, the Company issued 564,110 shares of common stock to Banyan Rail Holdings LLC (Banyan Holdings) in exchange for the cancellation of the loan payable in the amount of $225,000 and the advances of $186,800 subsequent to December 31, 2012. The proceeds of the money received were used to fund working capital requirements. Banyan Holdings is a company in which Gary O. Marino, the Company’s Chairman and Chief Executive Officer, is the Chief Executive Officer and a significant stockholder of Banyan Holding’s ultimate parent company.

Dividends for Series A, B and C Preferred stock are accrued for the semi-annual period ended June 30, 2013 in the amount of $354,517. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in the form of shares of common stock in lieu of cash. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends were paid on March 5, 2013.

As of June 30, 2013, Banyan Holdings owned 3,000, 10,000, 17,800 and 1,936,132 shares of Series A Preferred, Series B Preferred, Series C Preferred and Common stock, respectively. If all shares of Preferred stock were converted by Banyan Holdings, it would own 3,664,805 shares or 59.5% of common stock.

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Stock-Based Compensation - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for certain options	1 year
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period	5 years

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Stock-Based Compensation

Note 10.  Stock-Based Compensation

The Company has stock option agreements with its directors and officers for serving on the Company’s Board of Directors and as officers. The options activity is as follows:

			Weighted		Weighted		Weighted
			Average		Average		Average
	Number		Exercise Price		Fair Value at		Remaining	Intrinsic
	of Shares		per Share		Grant Date		Contractual Life	Value
Balance January 1, 2012		228,000		2.92			1.5 years		-
Options granted		-		-	$	0	-		-
Options exercised		-		-			-		-
Options expired		-		-			-		-
Balance, January 1, 2013		228,000	$	2.92			1.5 years	$	-
Options granted		-		-	$	0			-
Options exercised		-		-					-
Options expired		-		-			-		-
Balance, June 30, 2013		228,000	$	2.92			1.5 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.

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Settlement Agreement Payable

6 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Settlement Agreement Payable

Note 6. Settlement Agreement Payable

As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB” or “Fifth Third) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan.

On June 26, 2013 Banyan and FTB agreed to settle the action filed against Banyan by FTB in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). The settlement agreement calls for Banyan to pay to FTB the amount of $200,000 by September 26, 2013. If Banyan fails to make the agreed upon payment, FTB will be granted a judgment in the full amount of the deficiency, plus fees and interest.

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Nature of Operations

6 Months Ended

Jun. 30, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature of Operations

Note 1.  Nature of Operations

Banyan Rail Services Inc. (“Banyan,” “we,” “our” or the “Company”) was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. The Company was subsequently reorganized as a Delaware corporation in 1987 and changed its name to B.H.I.T. Inc. In 2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc.

Banyan was a shell company without significant operations or sources of revenues other than interest on its investments. With a change in management in 2008, it was determined that the Company would seek acquisitions in rail related businesses. On September 4, 2009, the Company purchased 100% of the common stock of The Wood Energy Group, Inc. (“Wood Energy” or “Wood”). Wood Energy was engaged in the business of railroad tie reclamation and disposal, principally in the southern region.

Bankruptcy of Subsidiary. On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, Case No. 13 – 10688-PGH. We were not successful in arranging financing to continue to operate our business as debtors and debtors-in-possession under the jurisdiction of the Bankruptcy Court, and therefore on February 5, 2013, Wood filed a motion to voluntarily convert the case to a Chapter 7 Bankruptcy. The filing of the Chapter 11 petitions triggered repayment obligations under a number of our debt instruments and agreements. As a result, all of our debt obligations became immediately payable. We believe that any efforts to enforce the payment obligations of Wood are stayed as a result of the Chapter 11 and Chapter 7 filings.

As a result of Wood’s noncompliance with payment terms to Fifth Third Bank (“FTB”) under a $3.0 million term note, and Wood’s subsequent bankruptcy filing, on February 7, 2013, FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida (Case No. CA002288XXXXMB). At the time, Wood also owed amounts to FTB under a $1.0 million working capital line and a $520,000 capital expenditure line. The Wood indebtedness was guaranteed by Banyan.

The assets of Wood were liquidated by the Trustee of the Bankruptcy Court. The proceeds from the sale will be used to satisfy a portion of secured claims, with the remainder if any, allocated to the unsecured claims.

See Note 6, Settlement Agreement Payable, regarding a settlement of the corporate guarantee for certain debts.

Going Concern (See Note 5) The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital, satisfaction of the settlement agreement dated June 26, 2013 related to the corporate guarantee for certain debt (see Note 6) and other obligations, implementation of the reorganization plan and finding an operating business to acquire, and other factors, many of which are beyond our control.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Estimated Useful Life

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:

	Years
Machinery and equipment	3-7
Track on leased properties	4

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Earnings per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings per Share

Note 9. Earnings per Share

The Company excluded from the diluted earnings per share calculation 2,665,486 and 1,964,030 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30, 2013 and 2012, as their inclusion would be anti-dilutive. In addition, the Company excluded 228,000 stock options as of June 30, 2013 as their inclusion would be anti-dilutive.

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Estimated Useful Life (Detail)	6 Months Ended
	Jun. 30, 2013
Machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Track on leased properties
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	4 years

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Stock Option Activities

The options activity is as follows:

			Weighted		Weighted		Weighted
			Average		Average		Average
	Number		Exercise Price		Fair Value at		Remaining	Intrinsic
	of Shares		per Share		Grant Date		Contractual Life	Value
Balance January 1, 2012		228,000		2.92			1.5 years		-
Options granted		-		-	$	0	-		-
Options exercised		-		-			-		-
Options expired		-		-			-		-
Balance, January 1, 2013		228,000	$	2.92			1.5 years	$	-
Options granted		-		-	$	0			-
Options exercised		-		-					-
Options expired		-		-			-		-
Balance, June 30, 2013		228,000	$	2.92			1.5 years	$	-

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Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 15, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Trading Symbol	BARA
Entity Registrant Name	Banyan Rail Services Inc.
Entity Central Index Key	0000764897
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,430,724

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Nature of Operations - Additional Information (Detail) (USD $)				1 Months Ended
	Sep. 04, 2009	Feb. 07, 2013 FTB [Member] Working Capital Line [Member]	Feb. 07, 2013 FTB [Member] Capital Expenditure Line [Member]	Feb. 07, 2013 FTB [Member] Term Note [Member]
Organization and Nature of Operations [Line Items]
Percentage of ownership interest, in Wood Energy	100.00%
Bankruptcy Claims, Amount of Claims Filed				$ 3,000,000
Debt, Current, Total		1,000,000
Long-term Debt			$ 520,000