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Medamerica Properties
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-05-28 Enter Agreement, Sale of Shares, Other Events, Exhibits
8-K 2019-05-16 Amend Bylaw, Shareholder Vote, Exhibits
8-K 2019-01-30 Enter Agreement, Exhibits
8-K 2018-11-27 Enter Agreement, Exhibits
8-K 2018-09-13 Enter Agreement, Exhibits
8-K 2018-05-23 Officers, Exhibits
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BRTI Blackridge Technology 19
IMII Inception Mining 3
SUNV Sunvalley Solar 0
FSAC Federal Street Acquisition 0
MAMP 2019-06-30
Part I - Financial Information
Item 1. Financial Statements
Note 1. Nature of Operations
Note 2. Basis of Presentation
Note 3. Liquidity and Profitability
Note 4. Summary of Significant Accounting Policies
Note 5. Equipment and Furnishings
Note 6. Preferred Stock and Common Stock
Note 7. Earnings (Loss) per Share
Note 8. Stock-Based Compensation
Note 9. Related Party Relations and Transactions
Note 10. Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 ex_151384.htm
EX-31.2 ex_151385.htm
EX-32.1 ex_151386.htm
EX-32.2 ex_151387.htm

Medamerica Properties Earnings 2019-06-30

MAMP 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 mamp20190630_10q.htm FORM 10-Q mamp20190630_10q.htm
 

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

 

 

 

 

 

Part I - Financial Information

Item 1. Financial Statements

 

MedAmerica Properties Inc.

Condensed Consolidated Balance Sheets

 

 

   

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  

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

 

 

MedAmerica Properties Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

    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 )

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

 

 

MedAmerica Properties Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   

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  
                 

 

See Notes to Condensed Consolidated Financial Statements

 

 

 

 

 

MedAmerica Properties Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

 (unaudited)

 

   

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  

 

 

See Notes to Condensed Financial Statements

 

 

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

 

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:

 

Description

 

June 30, 2019

   

December 31, 2018

 

Office equipment and furnishings

  $ 21,829     $ 21,829  

Computer equipment

    787       787  

Total

    22,616       22,616  

Less accumulated depreciation

    (5,656 )     (4,040 )

Equipment and furnishings, net

  $ 16,960     $ 18,576  

 

 

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:

 

 

   

Number of

Shares

   

Weighted

Average

Exercise Price

per Share

   

Weighted

Average

Fair Value at

Grant Date

   

Weighted

Average

Remaining

Contractual

Life

   

Intrinsic

Value

 

Balance December 31, 2016

    -     $ -       -       -       -  

Options granted

    60,000       8.00       -       -       -  

Options exercised

    -       -       -       -       -  

Options expired

    -       -       -       -       -  

Balance December 31, 2017

    60,000     $ 8.00     $ -       4.75     $ -  

Options granted

    10,000       6.00       -       -       -  

Options exercised

    -       -       -       -       -  

Options expired

    -       -       -       -       -  

Balance December 31, 2018

    70,000     $ 7.71     $ -       3.86     $ -  

Options granted

    -       -       -       -       -  

Options exercised

    -       -       -       -       -  

Options expired

    -       -       -       -       -  

Balance June 30, 2019

    70,000     $ 7.71     $ -       3.36     $ -  

 

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.

 

 

 

 

 

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

 

The following discussion should be read in conjunction with the accompanying unaudited Financial Statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited Financial Statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC”).

 

Cautionary Statement Concerning Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains information about the Company, some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the timing relating to the Merger Transaction described in this report. 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 risks include internal issues relating to the shopping center limited liability companies including obtaining the required investor and lender consents. See also the Risk Factors in Item 1A of our 2018 Annual Report on Form 10-K, filed with the SEC on April 11, 2019. We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the 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:

 

 

Closing the proposed strategic transaction discussed in this report; and

 

Any of our other plans, objectives, expectations or 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. We undertake no obligation to update forward-looking statements, except as required by law.

 

Overview

 

MedAmerica is a real estate management company with limited operations. During 2018, up to the time we were introduced to the commercial real estate company described below, we were focused on seeking to acquire medical office buildings. None of our discussions concluded in any acquisitions.

 

As part of our search, we were introduced to the sponsor of multiple commercial real estate properties located in the United States in late 2018. After that introduction and continuing to date, we have been engaged in negotiations and we executed merger agreements and plan on consummating a strategic transaction (the “Transaction”) with MedAmerica becoming the owner of between 12 and 17 retail shopping centers, the sponsor of such properties appointing five of seven members of our board of directors, and the sponsor and its investors owning a substantial majority of our common stock and the sponsor and its investors ending up as our principal shareholders. Completion of the Merger Transaction is subject to a number of closing conditions, including obtaining certain financing. There can be no assurance that the Transaction will be consummated.

 

 

Our History

 

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. 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 2017 the Company changed its name to MedAmerica Properties Inc.

 

 

 

 

The Transaction

 

We have entered into merger agreements with the sponsor of several limited liability companies, each of which owns a separate shopping center located in the United States. The merger agreements govern our acquisition of the shopping centers and  the proposed capitalization of the combined company (the "Transaction").  The Transaction may close in two or more stages.  Assuming we close the Transaction and acquire all of the shopping centers, we will issue common stock to the sponsor and the current investors in the shopping centers who collectively will own approximately 92.76% of our common stock on a fully diluted basis with our current shareholders owning approximately 7.24%.  Closing is subject to a number of conditions including obtaining satisfactory resolution of the proposed accounting treatment,  our board of director’s receipt of a fairness opinion, lender and other third-party consents, obtaining $47 million of new financing and other customary closing conditions.  Please see more detailed information about the Transaction contained in our Form 8-K filed on May 28, 2019.

 

It is currently estimated that the Transaction would be expected to be consummated late in the third quarter of 2019, but there can be no assurance that there will not be delays. We cannot assure you that we will close the Transaction. If we do not close the Transaction, our board of directors will have to reexamine its plans with regard to acquiring real estate properties. See Item 1A “Risk Factors” in our 2018 Annual Report on Form 10-K, filed with the SEC on April 11, 2019.

 

 

 

 

Critical Accounting Policies and Estimates

 

In response to the SEC's financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has selected its most subjective accounting estimation process for purposes of explaining the methodology used in calculating the estimate in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the Company's financial condition.  These estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company's results of operations and financial condition.  For a discussion of our significant accounting policies, See Note 4- "Summary of Significant Accounting Policies" in the accompanying Notes to Financial Statements.  

 

There were no material changes to our principal accounting estimates during the period covered by this report.    

 

Results from Operations

 

The following table summarizes our results for the three and six months ended June 30, 2019 and 2018:

 

   

Six months ended June 30,

   

Variance

   

Three months ended June 30,

   

Variance

 
   

2019

   

2018

   

$

   

%

   

2019

   

2018

   

$

   

%

 
                                                                 

General & administrative expenses

  $ 263,860     $ 295,542     $ (31,682 )     -10.7 %   $ 144,589     $ 86,741     $ 57,848       66.7 %

Loss from operations

    (263,860 )     (295,542 )     31,682       -10.7 %     (144,589 )     (86,741 )     (57,848 )     66.7 %

Interest expense

    (985 )     (768 )     (217 )     28.3 %     (492 )     (384 )     (108 )     28.1 %

Net loss

  $ (264,845 )   $ (296,310 )   $ 31,465       -10.6 %   $ (145,081 )   $ (87,125 )   $ (57,956 )     66.5 %
                                                                 
                                                                 

Preferred stock dividends

    (2,500 )     (2,500 )     -       0.0 %     (1,250 )     (1,250 )     -       0.0 %

Net loss attributable to common stockholders

  $ (267,345 )   $ (298,810 )   $ 31,465       -10.5 %   $ (146,331 )   $ (88,375 )   $ (57,956 )     65.6 %
                                                                 
                                                                 

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 )                

 

 

General and Administrative Expenses

 

General and administrative expenses include: compensation expense, professional fees, insurance, office and rent expenses and costs related to being a public company.

 

For the six months ended June 30, 2019, general and administrative expenses decreased $32,000 compared to the six months ended June 30, 2018.

 

For the six months ended June 30, 2019, the overall decrease in general and administrative expenses is primarily due to:

 

 

A decrease in rent of approximately $60,000 paid to a related party;

 

A decrease in travel and entertainment of approximately $26,000; 

 

A decrease in private placement expenses of approximately $12,000;

 

A decrease in taxes of approximately $11,000;

 

A decrease in computer expense of approximately $9,000;

 

A decrease in investors relations of approximately $8,000;

 

A decrease in dues and subscriptions of approximately $6,000;

 

A decrease in acquisition costs of approximately $3,000;

 

A decrease in other expenses of approximately $2,000;

 

Offset by an increase in professional fees of approximately $85,000 related to the proposed Transaction and

 

An increase in officers’ compensation expense of approximately $20,000;

 

 

 

For the three months ended June 30, 2019, general and administrative expenses increased $58,000 compared to the three months ended June 30, 2018.

 

For the three months ended June 30, 2019, the overall increase in general and administrative expenses is primarily due to:

 

 

A decrease in rent of approximately $30,000 paid to a related party;

 

A decrease in private placement of approximately $12,000;

 

A decrease in computer expense of approximately $6,000; 

 

A decrease in dues and subscriptions of approximately $6,000

 

A decrease in acquisition costs of approximately $2,000;

 

A decrease in taxes of approximately $2,000;

 

A decrease in other expenses of approximately $1,000;

 

Offset by an increase in professional fees of approximately $57,000 related to the proposed Transaction;  

 

An increased in officers’ compensation expense of approximately $42,000 and

 

An increase in travel and entertainment of approximately $18,000. 

 

 

 

 

Interest Expense

 

Interest expense was $985 and $768 for the six months ended June 30, 2019 and 2018, respectively. Interest expense was $492 and $384 for the three months ended June 30, 2019 and 2018, respectively. The increase in interest expense was due to the increase in the rate charged for the insurance loan financing.

 

 

Income Tax Expense

 

Income tax expense was $0 for the three and six months ended June 30, 2019 and 2018 due to a full valuation allowance being recorded by the Company for any deferred tax assets created as the result of any net operating losses generated by operations.

 

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.

 

 

Net Loss Attributable to Common Shareholders

 

Net loss attributable to common stockholders was ($0.10) and ($0.11) per share for the six months ended June 30, 2019 and 2018, respectively. The difference of ($0.01) per common share is primarily the result of a decrease in general and administrative expenses.

 

Net loss attributable to common stockholders was ($0.06) and ($0.03) per share for the three months ended June 30, 2019 and 2018, respectively. The difference of ($0.03) per common share is primarily the result of an increase in general and administrative expenses.

 

 

Financial Condition and Liquidity

 

Our cash balances at August 8, 2019, June 30, 2019 and December 31, 2018 were $32,470, $4,745 and $139,721, respectively. The following is a summary of our cash flow activity for the six months ended June 30, 2019 and 2018:

 

   

Six Months Ended June 30,

 
   

2019

   

2018

 

Net cash used in operating activities

  $ (109,976 )   $ (325,479 )

Net cash used in investing activities

  $ -     $ -  

Net cash used in financing activities

  $ (25,000 )   $ (25,000 )

 

Net cash used by in operating activities        

 

For the six months ended June 30, 2019, net cash used in operating activities was $109,976 as compared to $325,479 for the six months ended June 30, 2018. The decrease in cash used in operating activities was primarily due a reduction in general and administrative expenses and an increase in accounts payable and accrued expenses.

 

 

 

 

Net cash used in by financing activities

 

For the six months ended June, 2019, net cash used in financing activities was $25,000 as compared to cash used in financing activities of $25,000 for the six months ended June 30, 2018. There was no change in net cash used in financing activities.

 

Pending the closing of the Transaction, the Company expects to be able to borrow funds from an affiliate of its Chairman in order to meet operating expenses. If the Transaction closes, the Company anticipates that it will have adequate working capital and will not have to resort to related party loans. If the proposed Transaction does not close, BSR has agreed to fund $25,000 per month beginning July 1, 2019 until closing. If the closing does not take place, the Company will be reliant upon BEP unless it can obtain equity or debt financing from third parties.  BEP has committed to funding operations through August, 2020 in the event the Transaction does not close.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 

 

 

Item 4. Controls and Procedures

 

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(e)) as of June 30, 2019.

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2019. 

 

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2019, identified in connection with our evaluation that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

 

 

Part II - Other Information

 

Item 1. Legal Proceedings

 

The Company is not a party, nor is its property the subject of, any material pending legal proceedings.

 

 

Item 1A. Risk Factors

 

              There have been no material changes during the period covered by this report in the risk factors previously disclosed under "Risk Factors" in our 2018 Annual Report on Form 10-K.  

 

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

  

None.                               

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 

 

 

Item 6. Exhibits

 

   
2.1 Agreement and Plan of Merger, dated as of May 28, 2019, by and among Broad Street Realty , LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and Broad Street Realty Merger Sub LLC.  Exhibit 2.1 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.2 Agreement and Plan of Merger, dated as of May 28, 2019, by and among Broad Street Ventures, LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and Broad Street Ventures Merger Sub LLC.  Exhibit 2.2 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.3 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Avondale Merger Sub LLC.  Exhibit 2.3 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.4 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Colonial Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Colonial Merger Sub LLC.  Exhibit 2.4 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.5 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Coral Hills Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Coral Hills Merger Sub LLC.  Exhibit 2.5 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.6 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Crestview Square LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Crestview Square Merger Sub LLC.  Exhibit 2.6 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.7 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Cromwell Parent LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Cromwell Merger Sub LLC.  Exhibit 2.7 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.8 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Cypress Point Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Cypress Point Merger Sub LLC.  Exhibit 2.8 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.9 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Dekalb LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Dekalb Merger Sub LLC.  Exhibit 2.9 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.10 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Greenwood Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Greenwood Merger Sub LLC.  Exhibit 2.10 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.11 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Highlandtown Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Highlandtown Merger Sub LLC.  Exhibit 2.11 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.12 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Hollinswood LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Hollinswood Merger Sub LLC.  Exhibit 2.12 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.13 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Lamont Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Lamont Merger Sub LLC.  Exhibit 2.13 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.14 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Lamonticello Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Lamonticello Merger Sub LLC.  Exhibit 2.14 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.15 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV LSP East Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV LSP East Merger Sub LLC.  Exhibit 2.15 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.16 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Patrick Street Member LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Patrick Street Merger Sub LLC.  Exhibit 2.16 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.17 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Brookhill Merger Sub LLC.  Exhibit 2.17 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.18 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Spotswood Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Spotswood Merger Sub LLC.  Exhibit 2.18 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
2.19 Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV West Broad Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV West Broad Merger Sub LLC.  Exhibit 2.19 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.  
   
10.1 Representation Warranty and Indemnification Agreement dated May 28, 2019, by and among, Michael Z. Jacoby, Thomas M. Yockey, MedAmerica Properties Inc. and Broad Street Operating Partnership, LP.  Exhibit 10.1 to the Form 8-K filed May 31, 2019 is incorporated herein.  
   

31.1*

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

 

 

31.2*

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

 

 

32.1**

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.2**

Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

101.INS*

XBRL Instance Document

 

 

101.SCH*

XBRL Schema Document

 

 

101.CAL*

XBRL Calculation Document

 

 

101.DEF*

XBRL Definition Linkbase Document

 

 

101.LAB*

XBRL Label Linkbase Document

 

 

101.PRE*

XBRL Presentation Linkbase Document

 

*Filed herewith

**Furnished herewith

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

MedAmerica Properties Inc.

 

 

Date: August 12, 2019

By:

/s/ Joseph C. Bencivenga

 

 

Joseph C. Bencivenga

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

Date:  August 12, 2019

By:

/s/ Patricia K. Sheridan

 

 

Patricia K. Sheridan

Chief Financial Officer

(Principal Financial Officer)

 

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