Broad Street Realty, Inc. - Quarter Report: 2019 June (Form 10-Q)

 

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to _____________

 

Commission file number: 001-09043

 

MedAmerica Properties Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		36-3361229
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Boca Center, Tower 1, 5200 Town Center Circle, Suite 550, Boca Raton, Florida 33486

(Address of principal executive offices) (Zip Code)

 

561-617-8050

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐	Accelerated filer   ☐
Non-accelerated filer   ☐	Smaller reporting company   ☒
	Emerging growth company   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of August 8 , 2019, the registrant had 2,610,568 shares of common stock, $0.01 par value per share, outstanding.

 

 

 

 

 

MedAmerica Properties Inc.

 

Form 10-Q

 

Table of Contents

 

Part I - Financial Information		1
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Cautionary Statement Concerning Forward-Looking Statements		11
Overview		11
Critical Accounting Policies and Estimates		13
Results from Operations		13
General and Administrative Expenses		13
Interest Expense		14
Income Tax Expense		14
Net Loss Attributable to Common Shareholders		14
Financial Condition and Liquidity		14
Off-Balance Sheet Arrangements		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
Part II - Other Information		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
Signatures		18

 

 

 

 

 

		June 30, 2019				December 31, 2018
		(unaudited)
ASSETS
Current assets
Cash and equivalents		$	4,745			$	139,721
Prepaid insurance and other current assets			11,014				33,784
Total current assets			15,759				173,505
Other assets
Equipment & furnishings, net			16,960				18,576
Total other assets			16,960				18,576
Total assets		$	32,719			$	192,081
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses		$	223,049			$	92,566
Accrued dividends			27,361				27,361
Loan payable - insurance financing			8,184				33,184
Total current liabilities			258,594				153,111
Total liabilities		$	258,594			$	153,111
Stockholders' equity
Series A Preferred stock, $0.01 par value, 20,000 shares authorized, 500 issued at June 30, 2019 and December 31, 2018			5				5
Common stock, $0.01 par value, 50,000,000 shares authorized, 2,610,568 issued at June 30, 2019 and December 31, 2018			26,105				26,105
Additional paid-in capital			111,861,799				111,861,799
Accumulated deficit			(112,113,784	)			(111,848,939	)
Total stockholders' equity			(225,875	)			38,970
Total liabilities and stockholders' equity		$	32,719			$	192,081

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		Six months ended June 30,								Three months ended June 30,
		2019				2018				2019				2018
General & administrative expenses		$	263,860			$	295,542			$	144,589			$	86,741
Loss from operations			(263,860	)			(295,542	)			(144,589	)			(86,741	)
Interest expense			(985	)			(768	)			(492	)			(384	)
Net loss		$	(264,845	)		$	(296,310	)		$	(145,081	)		$	(87,125	)
Preferred stock dividends			(2,500	)			(2,500	)			(1,250	)			(1,250	)
Net loss attributable to common stockholders		$	(267,345	)		$	(298,810	)		$	(146,331	)		$	(88,375	)
Basic and diluted average number of common shares outstanding			2,610,568				2,610,568				2,610,568				2,610,568
Net loss per common share basic and diluted		$	(0.10	)		$	(0.11	)		$	(0.06	)		$	(0.03	)

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		Six months ended June 30,
		2019				2018
Cash flows used in operating activities:
Net loss		$	(264,845	)		$	(296,310	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			1,616				1,616
Changes in assets and liabilities:
Increase in receivable - related party			-				(34,614	)
Decrease in prepaid expenses and other assets			22,770				20,000
(Decrease)/Increase in accounts payable and accrued expenses			130,483				(16,171	)
Net cash used in operating activities			(109,976	)			(325,479	)
Cash flows used in financing activities:
Preferred stock dividends
Payment of note payable - insurance financing			(25,000	)			(25,000	)
Net cash used in financing activities			(25,000	)			(25,000	)
Net decrease in cash			(134,976	)			(350,479	)
Cash at beginning of period			139,721				708,382
Cash at end of period		$	4,745			$	357,903
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	985			$	768
Franchise taxes		$	-			$	5,650

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		Six Month Period Ended June 30, 2019
		Common Stock								Common Stock				Preferred Stock								Additional Paid in				Accumulated				Treasury Stock
		Shares				Amount				Subscribed				Shares				Amount				Capital				Deficit				Shares				Amount				Total
Stockholders’ (deficit) equity January 1, 2019			2,610,568				26,105				-				500				5				111,861,799				(111,848,939	)			-				-				38,970
Net loss for the six months ended June 30, 2019																											(264,845	)											(264,845	)
Stockholders’ equity (deficit) June 30, 2019			2,610,568			$	26,105			$	-				500			$	5			$	111,861,799			$	(112,113,784	)			-			$	-			$	(225,875	)

		Six Month Period Ended June 30, 2018
		Common Stock								Common Stock				Preferred Stock								Additional Paid in				Accumulated				Treasury Stock
		Shares				Amount				Subscribed				Shares				Amount				Capital				Deficit				Shares				Amount				Total
Stockholders’ (deficit) equity January 1, 2018			2,610,568				26,105				-				500				5				111,861,799				(111,246,399	)			-				-				641,510
Net loss for the six months ended June 30, 2018																											(296,310	)											(296,310	)
Stockholders’ (deficit) equity June 30, 2018			2,610,568			$	26,105			$	-				500			$	5			$	111,861,799				(111,542,709	)			-			$	-				345,200

		Three Month Period Ended June 30, 2019
		Common Stock								Common Stock				Preferred Stock								Additional Paid in				Accumulated				Treasury Stock
		Shares				Amount				Subscribed				Shares				Amount				Capital				Deficit				Shares				Amount				Total
Stockholders’ (deficit) equity April 1, 2019			2,610,568				26,105				-				500				5				111,861,799				(111,968,703	)			-				-				(80,794	)
Net loss for the three months ended June 30, 2019																											(145,081	)											(145,081	)
Stockholders’ equity (deficit) June 30, 2019			2,610,568			$	26,105			$	-				500			$	5			$	111,861,799			$	(112,113,784	)			-			$	-			$	(225,875	)

		Three Month Period Ended June 30, 2018
		Common Stock								Common Stock				Preferred Stock								Additional Paid in				Accumulated				Treasury Stock
		Shares				Amount				Subscribed				Shares				Amount				Capital				Deficit				Shares				Amount				Total
Stockholders’ (deficit) equity April 1, 2018			2,610,568				26,105				-				500				5				111,861,799				(111,455,584	)			-				-				432,325
Net loss for the three months ended June 30, 2018																											(87,125	)											(87,125	)
Stockholders’ (deficit) equity June 30, 2018			2,610,568			$	26,105			$	-				500			$	5			$	111,861,799				(111,542,709	)			-			$	-				345,200

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Note 1. Nature of Operations

 

MedAmerica Properties Inc. (the “Company” or “MedAmerica”) 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. 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. From 2009 to 2012, the Company experienced severe losses from an operating subsidiary in the rail services sector. In 2016, after exploring various industries and researching numerous companies, the board of directors elected to pursue investing in commercial real estate. In 2018, the Company began negotiating a transaction with a sponsor of real estate properties located in the United States. The Company entered into a letter of intent with the sponsor in September 2018, which was amended in November 2018 and April 2019.

 

On May 28, 2019, the Company and certain of its newly formed subsidiaries described further below entered into 19 separate agreements and plans of merger (collectively, the “Merger Agreements” and the “Transaction”) with each of Broad Street Realty, LLC (the “BSR”), Broad Street Ventures, LLC (“BSV”) and each of BSV Avondale LLC, BSV Colonial Investors LLC, BSV Coral Hills Investors LLC, BSV Crestview Square LLC, BSV Cromwell Parent LLC, BSV Cypress Point Investors LLC, BSV Dekalb LLC, BSV Greenwood Investors LLC, BSV Highlandtown Investors LLC, BSV Hollinswood LLC, BSV Lamont Investors LLC, BSV Lamonticello Investors LLC, BSV LSP East Investors LLC, BSV Patrick Street Member LLC, BSV Premier Brookhill LLC, BSV Spotswood Investors LLC and BSV West Broad Investors LLC (collectively, the “Broad Street Entities”). Pursuant to the Merger Agreements, in a series of 19 mergers, BSR, BSV and each Broad Street Entity will merge with and into a subsidiary of the Company (the “Merger Subs”) with BSR, BSV and each Broad Street Entity surviving (collectively, the “Mergers”). MedAmerica following the completion of the Mergers is referred to herein as the “Combined Company.” Pursuant to the Merger Agreements, the name of the Combined Company will be changed to “Broad Street Realty, Inc.” prior to the closing of the Mergers.

 

On April 9, 2019, our board of directors approved a proposed amendment to our bylaws to remove Section 2.2 of our bylaws, which prohibited the Company from compensating our directors (the “bylaw amendment”) and recommended to our stockholders adoption of the bylaw amendment and ratification of past compensation paid by MedAmerica to our directors (the “board compensation”). Delaware law permits the holders of a majority of our outstanding shares to approve the bylaw amendment and ratify the board compensation by written consent without holding a meeting. The amendment to the By-laws became effective May 17, 2019.  This amendment had no impact on previously reported results of operations.

 

 

 

 

 

Note 2. Basis of Presentation

 

The accompanying Financial Statements give effect to all adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company.  In January 2019 the Company dissolved all of its pre-merger subsidiaries which were inactive. In May 2019 the Company formed various subsidiaries which are inactive except for the execution of the Merger Agreements referenced above.

 

 

 

 

Note 3. Liquidity and Profitability

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company management believes that cash on hand and a line of credit from a related party will be adequate to fund its limited overhead and other cash requirements for the next twelve months.

 

During 2017 the Company completed a private placement of its common stock, raising $1,940,005. As of June 30, 2019, the Company had a cash balance of $4,745 and negative working capital of approximately $243,000.

 

We have undertaken, and will continue to implement, various measures to address our financial condition, including:

 

	●	Consummate the acquisition of 17 shopping centers referred to in Note 1 (the “Transaction”).  We have executed merger agreements; however there can be no assurance we will be able to consummate the Transaction.
	●	BSR has agreed to pay the Company, effective July 1 through November 30, 2019, $25,000 per month if the closing of the Transaction has not been completed by the end of the previous month.

 

 

               If the Transaction is not consummated:

 

	•	Curtailing costs and consolidating operations, where feasible.
	•	Seeking debt, equity and other forms of financing, including funding through strategic partnerships.
	•	Reducing operations to conserve cash.
	•	Investigating and pursuing transactions with third parties, including strategic transactions and relationships.

 

The Company management believes that these measures, coupled with cash on hand, the $25,000 per month payment from BSR and a line of credit from a related party (see Note 9) will be adequate to fund its limited overhead and other cash requirements for the next twelve months. There can be no assurance that we will be able to consummate the Transaction or secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations. However, Boca Equity Partners LLC (“BEP”), an entity controlled by our chairman, has committed to funding operations through August 2020 in the event the Transaction does not close.

 

 

 

 

 

Note 4. Summary of Significant Accounting Policies

 

Unaudited Interim Condensed Consolidated Financial Information

 

The unaudited interim condensed consolidated financial statements of the Company as of June 30, 2019 for the three and six months ended June 30, 2019 and 2018 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 8 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed financial statements.

  

In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 2019 and the results of its operations and its cash flow for the three and six months ended June 30, 2019 and 2018. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period.

 

Use of Estimates

 

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses and disclosures of contingent assets and liabilities at the date and period ending of the financial statements. Actual results could differ from those estimates.

 

Cash

 

The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash equivalents. From time to time our cash deposits exceed federally insured limits.

 

Equipment and Furnishings

 

Equipment and furnishings are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period statement of operations.

 

 

Fair Value of Financial Instruments

 

Recorded financial instruments as of June 30, 2019, consist of cash and cash equivalents, accounts payable, accrued liabilities and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company.

 

Income (Loss) Per Common Share

 

The Company computes net income (loss) per common share in accordance with the provision included in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 260, Earnings per Share. Under ASC 260, basic and diluted income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares and common share equivalents outstanding during the period. Basic income (loss) per common share excludes the effect of potentially dilutive securities, while diluted income (loss) per common share reflects the potential dilution that would occur if securities or other contracts to issue common shares were exercised for, converted into or otherwise resulted in the issuance of common shares. The Company’s potentially dilutive securities are not included in the computation of diluted loss per share because their impact is anti-dilutive due to the net loss.

 

 

Income Taxes

 

The Company accounts for our income taxes using FASB ASC Topic 740, "Income Taxes", which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

 

The Company follows the provisions regarding Accounting for Uncertainty in Income Taxes, which require the recognition of a 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. We applied these changes to tax positions for our fiscal years ending December 31, 2018 and December 31, 2017. We had no material unrecognized tax benefits and no adjustments to our financial position, results of operations or cash flows that were required. Generally, federal, state and local authorities may examine the Company's tax returns for three years from the date of filing. We do not expect that unrecognized tax benefits will increase within the next twelve months. We recognize accrued interest and penalties related to uncertain tax positions as income tax expense. 

 

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.

 

Preferred Stock Dividends

 

The holder of Series A Cumulative Preferred Stock (“Preferred Stock”) are entitled to receive cumulative, non-compounded, cash dividends on each outstanding share of Preferred Stock at the rate of 10.0% of the issuance price per annum (“Preferred Dividends”), which began accumulating on January 1, 2010. The Preferred Dividends are payable semiannually to the holder of Preferred Stock, when and as declared by the Board of Directors.

 

Recently Issued Accounting Pronouncements

 

Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations.

 

 

 

 

Note 5. Equipment and Furnishings

 

The amount of equipment and furnishings as of June 30, 2019 and December 31, 2018, are as follows:

 

 

 

Depreciation expense related to equipment and furnishings amounted to $808 and $1,616 for the three and six months ended June 30, 2019 and the three and six months ended June 30, 2018.

 

 

 

 

Note 6. Preferred Stock and Common Stock

 

Preferred Stock Dividends

 

The holder of Preferred Stock is entitled to receive cumulative, non-compounded cash dividends on each outstanding share of Preferred Stock at the rate of 10% of the Issuance Price per annum (“Preferred Dividends”), which began to accrue on January 1, 2010. Preferred Dividends are payable semiannually to the holder of Preferred Stock. Any Preferred Dividends due and unpaid on any Payment Date, whether or not declared by the board of directors, shall accrue with any other due and unpaid Preferred Dividends, regardless of whether there are profits, surplus or other funds of the Company legally available for payment of dividends.

 

Substantially all the Preferred stockholders had previously agreed to accept common stock in lieu of cash for payment of Preferred Dividends. In February 2016, the Company issued 29,856 shares of common stock in lieu of $29,249 of Preferred Dividends for those Preferred stockholders who accepted the common stock in lieu of the cash offer. The total accrued but unpaid Preferred Dividends is $27,361 as of June 30, 2019 and December 31, 2018. An additional $12,500 and $10,000 of cumulative Preferred Dividends are undeclared and unaccrued as of June 30, 2019 and December 31, 2018, respectively, and are not included in the balance sheet.

 

Common Stock

 

As of June 30, 2019 the Company’s board of directors and officers beneficially own 838,060 shares of the Company’s common stock or 32.10% of the outstanding common stock. Included in the 838,060 shares are 475,314 shares owned by Marino Family Holdings LLC which is controlled by our chairman, Gary O. Marino. 79,703 shares are held by the Marino Family Dynasty Trust.            

            

 

 

 

Note 7. Earnings (Loss) per Share

 

The Company excluded from its diluted earnings per share calculation 500 common shares issuable upon conversion of shares of convertible Preferred Stock that were outstanding June 30, 2019 and 2018 as well as 70,000 and 70,000 options that were outstanding as of June 30, 2019 and 2018, respectively, as their inclusion would be anti-dilutive.

 

 

 

 

Note 8. Stock-Based Compensation

 

On August 23, 2017, the Company issued an aggregate of 60,000 stock options to its directors and officers. The related stock compensation expense was not material.

 

On June 11, 2018, the Company issued an aggregate of 10,000 stock options to a director as compensation for board services. The related stock compensation expense was not material.

 

The Company previously had stock option agreements with its directors and officers. Details of options activity is as follows:

 

 

 

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. All 70,000 outstanding options were fully vested at grant date. The intrinsic value is not material.

 

 

 

 

 

Note 9. Related Party Relations and Transactions

 

Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of Boca Equity Partners LLC (“BEP”), Patriot Equity LLC (“Patriot”), Banyan Medical Partners LLC (“BMP”), and Banyan Surprise Plaza LLC (“BSP”). Mr. Marino owns 100% of Patriot, Patriot owns 100% of BMP and BSP through and along with other wholly owned subsidiaries. Mr. Marino, Mr. Paul S. Dennis, Mr. Donald Denbo and Mr. Bennett Marks, members of the Company's board of directors, Mr. Joseph Bencivenga, a member of the Company’s board of directors and the Company’s President and Chief Executive Officer, and Ms. Patricia Sheridan, the Company’s Chief Financial Officer also hold membership interests in BEP.

 

On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”) with BEP providing for draws of up to $250,000. Loans under the Note bore interest at an annual rate of 10% and outstanding principal and interest were due on demand. This Note was cancelled and terminated on December 31, 2016 when the Company entered into a new Demand Note and Loan Agreement (the “New Note”) with BEP for $471,826. The New Note represented advances from BEP under the New Note, payments made since the date of the New Note and interest accrued thereon. The New Note bore interest at the rate of 10% per annum and was payable upon demand. BEP is committed to making advances to the Company under the New Note as the Company may from time to time request. The balance drawn on the New Note including accrued interest was paid in full May 31, 2017. The Note remains available to the Company to draw upon and the balance as of the date of this report due under the New Note is $0 as of June 30, 2019 and December 31, 2018.

 

On September 13, 2018, the Company entered into an office lease and administrative support agreement (the “2018 Lease Agreement”) with BEP. The 2018 Lease Agreement has a month-to-month term commencing on September 1, 2018. The 2018 Lease Agreement provides for the Company’s use of a portion of BEP’s offices and certain overhead items at the BEP offices such as space, utilities and other administrative services for $5,000 a month. The 2018 Lease Agreement replaces the June 8, 2017 office lease and administrative support agreement between the Company and BEP. Total expense incurred under these agreements amounted to $30,000 and $90,000 for the six months ended June 30, 2019 and 2018, respectively.

 

During 2018 the Company's President and CEO performed work for International Rail Partners LLC (“IRP”), an entity controlled by the Company’s Chairman. The Company billed back IRP for compensation and expenses in the amount of $125,090 for the year ended December 31, 2018 of which $35,000 related to compensation and expenses for the six months ended June 30, 2018.   

 

The Company’s directors have not received cash compensation for their services in 2019 or 2018 but were compensated with stock options. See Note 8 Stock-Based Compensation for further discussion.

 

As of December 31, 2018 and June 30, 2019, the Company’s board of directors and officers beneficially own 838,060 shares of the Company’s common stock or 32.10% of the outstanding common stock. Included in the 838,060 shares are 475,314 shares owned by Marino Family Holdings LLC which is controlled by our chairman, Gary O. Marino. 79,703 shares are held by the Marino Family Dynasty Trust

 

 

 

 

Note 10. Subsequent Events

 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

 

 

 

 

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