SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ | ANNUAL REPORT UNDER SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 |
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-12346
IRONSTONE PROPERTIES, INC.
(Name of Registrant as specified in its charter)
| Delaware | 95-2829956 |
(State or other jurisdiction of | (IRS Employer Identification No.) |
incorporation or organization) |
909 Montgomery Street, San Francisco, California 94133
(Address of principal executive offices, including zip code)
(415) 551-8600
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is an accelerated filer as defined in Rule 12b-2 of the 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
The approximate aggregate market value of voting stock held by non-affiliates of the Registrant was $1,239,138 as of December 31, 2022 based on the closing bid price on December 31, 2022. Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.
Check whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
As of March 31, 2023, 3,472,491 shares of Common Stock, $0.01 par value, were outstanding.
PART I: | Page | ||
Item 1. | 3 | ||
Item 1A. | 3 | ||
Item 1B. | 3 | ||
Item 2. | 3 | ||
Item 3. | 3 | ||
Item 4. | 3 | ||
PART II: | |||
Item 5. | 4 | ||
Item 6 | 5 | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 - 7 | |
Item 7A. | 8 | ||
Item 8. | 8 - 22 | ||
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 23 | |
Item 9A | 24 | ||
Item 9B. | 24 | ||
PART III: | |||
Item 10. | 24 | ||
Item 11. | 25 -27 | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 28 | |
Item 13. | Certain Relationships, Related Transactions, and Director Independence | 29 | |
Item 14. | 29 | ||
PART IV: | |||
Item 15. | 29 | ||
30 | |||
PART I
BACKGROUND
Ironstone Properties, Inc., (“Ironstone” or the “Company”) formerly named Ironstone Group, Inc. a Delaware corporation, was incorporated in 1972. Since 1986, a majority of Ironstone’s outstanding shares has been owned by Hambrecht & Quist Group, a San Francisco-based investment banking and venture capital firm, and its affiliates (collectively “H&Q”). In September 2003, Ironstone repurchased all of these shares. Such repurchased shares are currently being held as treasury stock. William R. Hambrecht, Director and Chief Executive Officer, owns approximately 49.8% of Ironstone’s outstanding voting shares as of December 31, 2022. During September 2021, Ironstone Group, Inc. changed its name to Ironstone Properties, Inc.
BUSINESS STRATEGY
Currently, the Company is reviewing options and new business opportunities. At December 31, 2022, the Company had $3,300 in marketable securities, $2,595 in cash, and $4,663,898 in non-marketable investments,
There can be no assurance that the Company will acquire businesses, form additional alliances, or expand its existing services. Failure to expand the scope of services provided by the Company may have an adverse effect on the Company’s results of operations.
EMPLOYEES
As of December 31, 2022, the Company had one part-time contract employee. The contract employee received $17,732 and $21,405 in cash compensation for the years ended December 31, 2022 and 2021 respectively, and are not subject to a collective bargaining agreement.
The Company’s main assets are investments in non-marketable securities of TangoMe Inc., and Buoy Health, Inc., Aristotle Inc., and marketable securities of Arcimoto Inc. There can be no assurance that a market will continue to exist for these investments.
The Company has been unable to contract a PCAOB auditor for an examination of the 2022 and 2021 financial statements and records. The Company continues to search for an auditor.
Due to the Company not being able to secure an external audit, the SEC removed Ironstone Properties from “Retail OTC” and place the Company in the “Expert Trading” category of the OTC during September 2022, thereby reducing trading liquidity.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
The Company’s principal executive offices are located at 909 Montgomery Street, San Francisco, California 94133, in office space leased by its WR Hambrecht+Co., LLC.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Our common stock trades on the OTC Markets under the trading symbol IRNS. The table below sets forth, for the fiscal quarters indicated, the reported high and low sale prices of our common stock, as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Also, due to the very limited and sporadic nature of trading in our common stock, we believe there is not an established public trading market in our common stock, and there can be no assurance that such a trading market will develop. The following table sets forth the range of high and low closing sale prices for our common stock for each period indicated:
2021 | High | Low | ||||||
Quarter 1 | $ | 5.80 | $ | 1.40 | ||||
Quarter 2 | 8.37 | 2.55 | ||||||
Quarter 3 | 8.37 | 5.76 | ||||||
Quarter 4 | 6.00 | 2.85 | ||||||
2022 | High | Low | ||||||
Quarter 1 | $ | 5.00 | $ | 1.50 | ||||
Quarter 2 | 4.30 | 1.50 | ||||||
Quarter 3 | 5.25 | 1.75 | ||||||
Quarter 4 | 4.50 | 4.50 | ||||||
Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) impose sales practice and disclosure requirements on certain brokers-dealers who engage in transactions involving a “penny stock.” The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. We believe that the penny stock rules may discourage investor interest in and limit the marketability of our common shares.
As of December 31, 2022, there were approximately 500 holders of record of the Company’s common stock. The Company has not paid cash dividends on its common stock since its inception and does not intend to pay cash dividends on its common stock in the foreseeable future.
On January 30, 2013 the Company granted 70,000 stock options to directors and officers of the Company. On August 20, 2013, the Company granted an additional 100,000 stock options to an employee of the Company. The option grants were intended as compensation for services provided to the Company. The options vested over four years and have a 10 year term. The exercise price of the stock options granted in January 2013 is $0.20 per share and for those granted in August 2013 is $1.20 per share. On April 29, 2021 the Company revised its existing Equity Incentive Plan. As of April 29, 2021, 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.
The stock options were issued in reliance on the exception from registration provided by Section 4(a) (2) of the Securities Act of 1933.
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
Year ended December 31 | 2022 | 2021 | ||||||
Net revenues | $ | - | $ | - | ||||
Net loss | $ | (319,641 | ) | $ | (523,401 | ) | ||
Realized loss | $ | (1,047,131 | ) | $ | 1,776,306 | |||
Comprehensive gain after income taxes | $ | (1,366,772 | ) | $ | 934,599 | |||
Cash | $ | 2,595 | $ | 30,717 | ||||
Marketable securities | $ | 3,300 | $ | 604,318 | ||||
Non-marketable securities | $ | 4,663,898 | $ | 4,960,344 | ||||
Total assets | $ | 4,669,793 | $ | 5,595,379 | ||||
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION
CRITICAL ACCOUNTING POLICIES
While the Company continues to evaluate business opportunities, its sole source of revenue is from the sale of marketable and non-marketable securities. Management has classified these securities as available for sale in accordance with ASC Topic 320, “Investments – Debt and Equity Securities.” These securities are recorded at fair value, and any unrealized gains and losses are reported as other comprehensive income. For securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss.
Ironstone Property’s primary expenses are generated from maintaining regulatory reporting compliance, such as quarterly review and annual audit of the financial statements, seeking legal counsel when appropriate, and consulting fees.
Fair Value Measurements
The accounting principles general accepted in the United States of America (“GAAP”) defines fair value, establishes a framework that the Company uses to measure fair value and provides for certain disclosures about the fair value measurements included in the Company's financial statements. Refer to Note 2 in the Notes to Financial Statements for these disclosures. Fair value is defined by GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants on the measurement date.
In determining fair value, the Company uses various valuation approaches. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company’s management. Unobservable inputs are inputs that reflect management’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the observability of inputs as follows:
Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the management in determining fair value is greatest for instruments categorized in Level 3.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.
RESULTS OF OPERATIONS
Years ended December 31, 2022 and December 31, 2021
Operating expenses for 2022 totaled $303,680 an increase of $69,705 or 30% as compared to 2021. The increase was primarily due to increases in stock compensation expense of $57,046 and administrative expense of $14,474. Interest expense for fiscal year 2022 totaled $334,266, an increase of $44,840 or 15% as compared to fiscal year 2021, which is attributed to an increase in the Company's notes payable.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $83,857 and $90,459 for the years ended December 31, 2022 and 2021, respectively. The decrease from fiscal year 2021 is attributed to expenses incurred during 2021 relating to restarting operations during 2021. Net cash used in investing activities was $200,000 and $178,824 for the years ended December 31, 2022 and 2021, respectively. The increase is due to an investment made in non-marketable securities by the Company in fiscal year 2022. Net cash provided by financing activities was $202,000 and $300,000 for the years ended December 31, 2022 and 2021, respectively.
The Company has a line of credit arrangement with First Republic Bank with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5%. Interest is payable monthly at 7.75%. The line is guaranteed by William R. Hambrecht, Chief Executive Officer and Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, 2022, the outstanding balance under the line was $348,843.
On November 30, 2022 the Company renewed its note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2022 and December 31, 2021 was $2,603,214 and $2,329,510 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five year term, expiring November 30, 2027.
On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.
The Company may obtain additional equity or working capital through additional bank borrowings and public or private sales of equity securities and exercises of outstanding stock options. The Company may also borrow additional funds from Mr. William R. Hambrecht. There can be no assurance, however, that such additional financing will be available on terms favorable to the Company, or at all.
While the Company explores new business opportunities, the primary capital resource of the Company relates to the March 30, 2012 purchase of 468,121 shares of non-marketable investment TangoMe, Inc. The investment in TangoMe, Inc. shares is valued at $4,303,369 and $4,781,521 for the years ended December 31, 2022 and 2021, respectively, For the year ended December 31, 2022, the Company recorded an unrealized loss of $478,152 on the investment. Given that the investment in TangoMe, Inc. does not have a readily determinable fair value, the Company exerts significant judgment in estimating the fair value using various pricing models and the information available to the Company that it deems most relevant. The investment fair value is based on using a Best-fit valuation for TangoMe Inc. as determined by the MESE big data analysis system and SPAC inquiries for TangoMe, Inc. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.
During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock for $100,011. The A-1 preferred stock was converted to common stock during 2017 prior to Arcimoto filing for its initial public offering. During 2017, prior to the initial public offering, there was a two for one stock split, increasing the shares held to 74,000. On October 2, 2015 the Ironstone Group, Inc. was granted 2,500 Arcimoto options, strike price $4.121 per share, expiration October 2, 2025. Following the two for one stock split, the options held increased to 5,000 with a $2.0605 strike price per share.
On September 17, 2017, Arcimoto listed on Nasdaq. The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $3.30 per share, for a total value of $3,300 at December 31, 2022. The 250 (post reverse split) Arcimoto stock options have zero value at December 31, 2022.
The Company purchased 11,233 common shares of the private company Buoy Health, Inc. on March 17, 2021 at $15.92 per share. The total value of the investment was $160,942 at December 31, 2022.
The Company purchased 10,074 preferred shares of the privately held company Aristotle at $19.85 per share from Bill Hambrecht and William Mayer totaling $200,000. This investment is valued at $200,000 at December 31, 2022.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | Page |
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Consolidated statements of stockholders’ equity for the years ended December 31, 2022 and 2021 | 11 |
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Consolidated statements of cash flows for the years ended December 31, 2022 and 2021 | 12 |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
(unaudited) |
December 31, 2022 | December 31, 2021 | |||||||
| ASSETS: | ||||||||
Cash | $ | 2,595 | $ | 30,717 | ||||
| Investments: | ||||||||
Marketable securities | 3,300 | 604,318 | ||||||
Non-marketable securities | 4,663,898 | 4,960,344 | ||||||
Total assets | $ | 4,669,793 | $ | 5,595,379 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||||||
Accounts payable and accrued expenses | $ | 37,652 | $ | 34,201 | ||||
Line of credit borrowings | 348,843 | 348,843 | ||||||
Interest payable line of credit | 1,259 | 1,259 | ||||||
Note payable and accrued interest | 2,618,692 | 2,329,510 | ||||||
Note payable - related party | - | 624,313 | ||||||
Interest payable - related party | - | 181,906 | ||||||
Deferred income tax payable | - | 318,306 | ||||||
Total liabilities | 3,006,446 | 3,838,338 | ||||||
| Stockholders' equity | ||||||||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding | - | - | ||||||
Common stock, $0.01 par value, 25,000,000 shares authorized, of which 3,472,491 shares are issued and outstanding as of December 31, 2022 and 2,937,225 at December 31, 2021 | 34,725 | 29,372 | ||||||
Additional paid-in capital | 22,860,000 | 21,839,083 | ||||||
Additional paid-in capital - stock options | 459,314 | 212,506 | ||||||
Accumulated deficit | (21,564,277 | ) | (22,498,875 | ) | ||||
Accumulated other comprehensive Income | 396,158 | 2,697,529 | ||||||
| 2,185,920 | 2,279,615 | |||||||
Less: Treasury Stock, 745,536 shares, at cost | (522,574 | ) | (522,574 | ) | ||||
Total stockholders' equity | 1,663,346 | 1,757,041 | ||||||
Total liabilities and stockholders' equity | $ | 4,669,793 | $ | 5,595,379 | ||||
The accompanying notes are an integral part of these consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE PROFIT | ||||||||
(unaudited) |
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
| Operating expenses: | ||||||||||||||||
Compensation - stock options | $ | 124,418 | $ | 84,953 | $ | 246,808 | $ | 189,762 | ||||||||
Professional fees | 8,753 | 10,141 | 33,698 | 33,571 | ||||||||||||
State and local taxes | 10,221 | (930 | ) | 10,086 | 12,027 | |||||||||||
General and administrative expenses | 4,008 | 2,930 | 13,088 | (1,386 | ) | |||||||||||
Total operating expenses | 147,400 | 97,094 | 303,680 | 233,975 | ||||||||||||
Loss from operations | (147,400 | ) | (97,094 | ) | (303,680 | ) | (233,975 | ) | ||||||||
| Other expense: | ||||||||||||||||
Interest expense | (181,193 | ) | (64,115 | ) | (316,216 | ) | (246,812 | ) | ||||||||
Interest expense to related party | - | (11,690 | ) | (18,050 | ) | (42,614 | ) | |||||||||
Net operating loss | $ | (328,593 | ) | $ | (172,900 | ) | $ | (637,947 | ) | $ | (523,401 | ) | ||||
| COMPREHENSIVE LOSS, NET OF TAX: | ||||||||||||||||
Net operating loss | $ | (328,593 | ) | $ | (172,900 | ) | $ | (637,947 | ) | $ | (523,401 | ) | ||||
Holding gain (loss) arising during the period | (614,165 | ) | (288,350 | ) | (1,047,131 | ) | 1,776,306 | |||||||||
Deferred Income Tax | 318,306 | (318,306 | ) | 318,306 | (318,306 | ) | ||||||||||
Comprehensive profit (loss) | $ | (624,452 | ) | $ | (779,556 | ) | $ | (1,366,772 | ) | $ | 934,599 | |||||
| Basic gain (loss) per share | ||||||||||||||||
Net operating loss per share | $ | (0.12 | ) | $ | (0.08 | ) | $ | (0.25 | ) | $ | (0.24 | ) | ||||
Net comprehensive profit (loss) per share | $ | (0.23 | ) | $ | (0.36 | ) | $ | (0.55 | ) | $ | 0.43 | |||||
Weighted average shares outstanding | 2,719,564 | 2,191,689 | 2,503,528 | 2,191,689 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Years ended December 31, 2021 and 2020
(unaudited)
Common | Additional | Accumulated | Treasury | |||||||||||||||||||||||||
Stock | Paid-In | Comprehensive | Stock | |||||||||||||||||||||||||
Shares | Amount | Capital | Deficit | Shares | Amount | Total | ||||||||||||||||||||||
Balances, January 1, 2021 | 2,937,225 | $ | 29,372 | $ | 21,861,827 | (20,827,025 | ) | (745,536 | ) | $ | (522,574 | ) | $ | 541,600 | ||||||||||||||
Stock-based compensation | $ | 189,762 | ||||||||||||||||||||||||||
Unrealized gain | $ | 1,776,306 | ||||||||||||||||||||||||||
Prior period adjustment | $ | 91,080 | ||||||||||||||||||||||||||
Deferred income taxes | $ | (318,306 | ) | |||||||||||||||||||||||||
Net loss | $ | (523,401 | ) | |||||||||||||||||||||||||
Balances, December 31, 2021 | 2,937,225 | $ | 29,372 | $ | 22,051,589 | $ | (19,801,346 | ) | (745,536 | ) | $ | (522,574 | ) | $ | 1,757,041 | |||||||||||||
Stock-based compensation | $ | 246,808 | ||||||||||||||||||||||||||
New stock issuance | 535,266 | $ | 5,353 | 1,020,917 | ||||||||||||||||||||||||
Unrealized loss | $ | (318,307 | ) | |||||||||||||||||||||||||
Deferred income taxes | $ | 318,306 | ||||||||||||||||||||||||||
Net loss | $ | (1,366,772 | ) | |||||||||||||||||||||||||
Balances, December 31, 2022 | 3,472,491 | $ | 34,725 | $ | 23,319,314 | $ | (21,168,119 | ) | (745,536 | ) | $ | (522,574 | ) | $ | 1,663,346 | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(unaudited) |
Twelve Months Ended | ||||||||
December 31 | ||||||||
2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net Comprehensive income (loss) | $ | (637,947 | ) | $ | (523,401 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | 3,453 | (81,819 | ) | |||||
Deferred tax liability | (318,306 | ) | ||||||
Net cash used in operating activities | (952,800 | ) | (605,220 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Interest payable | (1,021,367 | ) | 185,812 | |||||
| Interest payable - related party | (181,906 | ) | 42,614 | |||||
Proceeds from issuance of notes payable | 1,310,548 | 306,688 | ||||||
Principal payment of LOC | - | (1,157 | ) | |||||
Paid in capital stock options | 246,808 | 189,762 | ||||||
Conversion of related party debt to new issue common stock | (442,495 | ) | - | |||||
Issuance of new issue common stock | 5,353 | - | ||||||
| Additional paid in capital issuance of new issue common stock | 1,020,917 | |||||||
Prior Period Adjustment to Retained Earnings | - | 91,080 | ||||||
Net cash provided by financing activities | 937,858 | 814,799 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Marketable securities mark to market | (109,625 | ) | - | |||||
Investment in non-marketable securities | (200,000 | ) | (178,824 | ) | ||||
Non-marketable securities mark to market | 296,446 | - | ||||||
Net cash provided (used) by financing activities | (13,179 | ) | (178,824 | ) | ||||
Net increase (decrease) in cash | (28,121 | ) | 30,755 | |||||
Cash at beginning of period | $ | 30,716 | $ | (39 | ) | |||
Cash at end of period | $ | 2,595 | $ | 30,716 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for interest | $ | 27,035 | $ | 20,369 | ||||
Cash paid during the period for state franchise taxes | $ | 10,086 | $ | 24,717 | ||||
| Supplemental noncash investing and financing activities: | ||||||||
Officer and director common stock options issued | $ | 246,808 | $ | 189,762 | ||||
Deferred income taxes payable | $ | - | $ | 318,306 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
IRONSTONE PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activities
Ironstone Group, Inc. and subsidiaries have no operations but are seeking appropriate business combination opportunities. Ironstone Group, Inc, (“Ironstone” or the “Company”) a Delaware corporation, was incorporated in 1972.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Ironstone Group, Inc. and its subsidiaries, AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc. (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.
Marketable and Non-Marketable Securities
Marketable and non-marketable securities have been classified by management as available for sale in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320. Marketable securities are recorded at fair value and any unrealized gains and losses are excluded from earnings and reported as a separate component of shareholders’ equity until realized. The fair value of the Company’s marketable securities and investments at December 31, 2022 is based on quoted market prices. For the purpose of computing realized gains and losses, cost is identified on a specific identification basis. For marketable securities for which there is an other-than-temporary impairment, an impairment loss is recognized as a realized loss, and related adjustments are not made for recovery in value.
Securities determined to be non-marketable by the Company do not have readily determinable fair values. The Company estimates the fair value of these instruments using various pricing models and the information available to the Company that it deems most relevant. Among the factors considered by the Company in determining the fair value of financial instruments are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings of the issuer or underlying company, the quoted market price of publicly traded securities with similar duration and yield, the Black-Scholes Options Valuation methodology adjusted for active market, the share price of recent round of financings by an outsider, and other considerations on a case-by-case basis and other factors generally pertinent to the valuation of financial instruments.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made in the financial statements relate to the valuation of the Company’s non-marketable investments. Actual results could differ from those estimates.
Income Taxes
The Company and its wholly owned subsidiaries file a consolidated federal income tax return. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Ironstone follows the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of Ironstone is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has determined that there is no effect on the financial statements from this authoritative guidance.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, local, and foreign jurisdictions, where applicable. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2019 forward for Federal and 2018 forward for California (with limited exceptions).
During the year ended December 31, 2022, the Company recognized and paid $1,035 of interest and penalties related to state income and franchise taxes in its statement of operations.
Stock-Based Compensation
Ironstone recognizes the fair value of stock options granted on a straight-line basis over the requisite service period of the option grant, which is the standard vesting term of four years. The Company estimates the fair value of employee stock options and the right to purchase shares under the employee stock purchase plan using the Black-Scholes option-pricing model, in accordance with ASC Topic 718, “Stock-based Compensation”.
The full impact of stock-based compensation in the future is dependent upon, among other things, the total number of stock options granted, the fair value of the stock options at the time of grant and the tax benefit that Ironstone may or may not receive from stock-based expenses. Additionally, stock-based compensation requires the use of an option-pricing model to determine the fair value of stock option awards. This determination of fair value is affected by Ironstone’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, Ironstone’s expected stock price volatility over the term of the awards.
Basic and Diluted Loss per Share
Basic loss per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares actually outstanding during the period. Diluted EPS reflects the dilution from potentially dilutive securities, except where inclusion of such potentially dilutive securities would have an anti-dilutive effect, using the average stock price during the period in the computation and because of the net loss for the periods presented.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 introduces an explicit requirement for management to assess and provide certain disclosures if there is substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The Company has adopted ASU 2014-15.
In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the new standard on January 1, 2020. The adoption did not have a material impact on the Company’s financial statements.
Liquidity
As reflected in the accompanying financial statements the Company has net losses and has a negative cash flow from operations. If necessary the Company may seek to sell additional debt or equity securities or enter into new credit facilities to meet its cash needs. The Company cannot make assurances that it will be able to complete any financing or liquidity transaction, that such financing or liquidity transaction will be adequate for the Company’s needs, or that a financing or liquidity transaction will be completed in a timely manner. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
2. FAIR VALUE MEASUREMENTS
Fair value is defined under the Financial Accounting Standards Board (“FASB”) Accounting Standards Board (“ASC”) 820, “Fair Value Measurement and Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:
Level 1–Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2–Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3–Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement.
The carrying value of cash, accounts payable, accrued expenses, and interest payable approximate fair value given their short-term nature. The carrying value of the Company's notes payable approximate fair value based on time to maturity and prevailing interest rates.
The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis as of December 31 by the fair value hierarchy:
Balance as of | ||||||||||||||||
December 31, | ||||||||||||||||
Level 1 | Level 2 | Level 3 | 2022 | |||||||||||||
| Investments: | ||||||||||||||||
Publicly traded common stock | $ | 3,300 | $ | - | $ | - | $ | 3,300 | ||||||||
Publicly traded options | - | - | - | - | ||||||||||||
Private company common stock | - | - | 4,463,898 | 4,463,898 | ||||||||||||
Private company preferred stock | - | - | 200,000 | 200,000 | ||||||||||||
Total | $ | 3,300 | $ | - | $ | 4,663,898 | $ | 4,667,198 | ||||||||
Balance as of | ||||||||||||||||
December 31, | ||||||||||||||||
Level 1 | Level 2 | Level 3 | 2021 | |||||||||||||
Investments: | ||||||||||||||||
Publicly traded common stock | $ | 575,720 | $ | - | $ | - | $ | 575,720 | ||||||||
Publicly traded options | 28,598 | - | - | 28,598 | ||||||||||||
Private company common stock | - | - | 4,960,344 | 4,960,344 | ||||||||||||
Private company preferred stock | - | - | - | - | ||||||||||||
Total | $ | 604,318 | $ | - | $ | 4,960,344 | $ | 5,564,662 | ||||||||
The following tables presents the Company’s investments measured at fair value using significant unobservable inputs (Level 3), including the valuation technique and unobservable inputs used to measure the fair value of those financial instruments:
Fair Value as of | |||||||
December 31, 2022 | Valuation Technique | Unobservable Inputs | |||||
Private Company Preferred Stock | $ | 200,000 | Purchase price June 10 and 16, 2022 | Acquisition cost | |||
Private Company Common Stock | $ | 160,942 | MESE system valuation | Big data technology "MESE" system. | |||
Private Company Common Stock | $ | 4,302,956 | valuation average range $1.0bn to $1.5bn | Big data technology "MESE" system. | |||
Fair Value as of | |||||||
December 31, 2021 | Valuation Technique | Unobservable Inputs | |||||
Private Company Common Stock | $ | 178,824 | Purchase price March 10, 2021 | Acquisition cost | |||
Private Company Common Stock | $ | 4,781,520 | valuation average range $1.0bn to $1.5bn | Big data technology "MESE" system, and | |||
SPAC inquiries | |||||||
The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for fiscal years 2022 and 2021. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, unrealized gains or (losses) during the period for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value during the period that were attributable to both observable and unobservable inputs.
12 Months Ended | ||||
December 31, 2022 | ||||
Balance as of December 31, 2021 | $ | 4,960,344 | ||
Unrealized loss on investments | (496,034 | ) | ||
Purchase of investment | 200,000 | |||
Dividend - return of capital | (412 | ) | ||
Balance as of December 31, 2022 | $ | 4,663,898 | ||
12 Months Ended | ||||
December 31, 2021 | ||||
Balance as of December 31, 2020 | $ | 4,781,520 | ||
Unrealized gain on investments | - | |||
Purchase of investment | 178,824 | |||
Balance as of December 31, 2021 | $ | 4,960,344 | ||
3. INVESTMENTS
TangoMe, Inc.
On March 30, 2012, the Company purchased 468,121 shares of Series A Preferred stock from related party William R. Hambrecht at $2.14 per share, resulting in a total investment of $1,000,000. During 2018, TangoMe converted all Preferred stock to common stock. TangoMe was valued at $4,781,521 at December 31, 2021. Updating the “MESE” valuation system with current available market data from TangoMe, Inc., results in a “Best-fit” company valuation of $2.3bn which translates to a valuation of $4,303,369 as of December 31, 2022, resulting in a mark-down loss of $478,152 for the twelve months ended December 31, 2022. The investment fair value is based on using a Best-fit valuation for TangoMe Inc. as determined by the MESE big data analysis system and SPAC inquiries for TangoMe, Inc. These are the primary significant unobservable inputs used in the fair value measurement of the Company’s investment.
Buoy Health, Inc.
On March 17, 2021 the Company purchased 11,233 common shares of the private company Buoy Health, Inc. at $15.92 per share, totaling $178,824. During 2022, the investment was marked down $17,882 for the year ended December 31, 2022 reflecting market conditions. The total value of the investment was $160,938 at December 31, 2022.
Arcimoto, Inc.
During fiscal year 2014 the Company purchased 37,000 shares of Arcimoto, Inc. series A-1 preferred stock for $100,011. The A-1 preferred stock was converted to common stock during 2017 prior to Arcimoto filing for its initial public offering. During 2017, prior to the initial public offering, there was a two for one stock split, increasing the shares held to 74,000. On October 2, 2015 the Ironstone Group, Inc. was granted 2,500 Arcimoto options, strike price $4.121 per share, expiration October 2, 2025. Following the two for one stock split, the options held increased to 5,000 with a $2.0605 strike price per share. On September 17, 2017, Arcimoto listed on Nasdaq.
The closing price on December 31, 2021 was $7.78 per share (pre-reverse split price), resulting in a stock holdings valuation of $575,720 and in-the-money options valuation of $28,598 at year-end 2021. During 2022 Arcimoto stock price declined throughout the year, from $7.78 on January 1, 2022 to $0.17 (pre-reverse stock split price) on December 31, 2022. On November 30, 2022, Arcimoto stock went through a 20:1 reverse stock split to enable the stock to continue trading on NASDAQ. Ironstone Properties sold its’ holdings in Arcimoto to cover operating expenses during 2022. The Company holds 1,000 Arcimoto common shares post 20:1 reverse split, at $3.30 per share, for a total value of $3,300 at December 31, 2022. The 250 (post reverse split) Arcimoto stock options have zero value at December 31, 2022.
Aristotle, Inc.
On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000. On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000. The total valuation of the investment in Aristotle, Inc. for the year ending December 31, 2022 was $200,000.
4. RELATED PARTY TRANSACTIONS
On March 10, 2021 William Hambrecht loaned Ironstone Group, Inc. $300,000 at 6.0% interest rate with a March 11, 2026 maturity.
On May 27, 2022 William Hambrecht converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share.
On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. purchased 121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000.
On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000.
On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000.
5. NOTE PAYABLE
On March 31, 2012, the Company received $1,000,000 from a third party and issued a related promissory note. The note carries an 8% interest rate, per annum, and has a maturity date of March 31, 2017. Interest accrues on the balance and converts to separate notes payable on a quarterly basis. The total amounts due under this agreement, including the notes related to accrued interest, are due in full at the end of the term. The note is secured by all of the assets of the Company through an accompanying security agreement. If the Company defaults on the note or security agreement, interest would accrue at 10% per annum. The Company was unable to meet its payment obligation by the prescribed deadline, therefore the interest rate stepped up to 10% and interest has been accrued using at the stepped up rate starting April 1, 2017.
On November 30, 2022 the Company renewed its’ note for five years, replacing the note issued April 1, 2012. The renewed terms are 7% interest rate, maturing November 30, 2027. The gross amounts payable under the agreement as of December 31, 2022 and December 31, 2021 was $2,603,214 and $2,329,510 respectively. As part of the note renewal, a warrant was issued to the lender to purchase 319,021 common shares at $2.04 per share. The warrant has a five year term, expiring November 30, 2027.
On May 27, 2022, William Hambrecht, CEO converted a total of $824,269 of debt and accrued interest for 404,054 shares of Ironstone Properties, Inc. common stock at a price of $2.04 per share.
The scheduled maturities of notes payable outstanding as of December 31, 2022 are as follows:
Renewed | open | Total | ||||||||||
Notes payable | $ | 2,603,214 | $ | 2,603,214 | ||||||||
Letter of Credit | - | 348,843 | 348,843 | |||||||||
Total | $ | 2,603,214 | $ | 348,843 | $ | 2,952,057 | ||||||
6. LINE OF CREDIT ARRANGEMENT
The Company has a line of credit arrangement with First Republic Bank (the “lender”) with a borrowing limit of $350,000 with interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At December 31, 2021 and 2020, interest was being paid at a rate of 7.75%. The line is guaranteed by both William R. Hambrecht, Director and Chief Executive Officer, and Robert H. Hambrecht, Director. The line of credit is due on demand and is secured by all of the Company’s business assets. At December 31, 2022 and 2021, the outstanding balance under the line was $348,843. The total recorded interest expense on this note for the years ended December 31, 2022 and December 31, 2021 was $27,035 and $27,160 respectively. The interest from January 2020 through March 2021 was paid by William Hambrecht. The Company recorded these payments as interest expense and loan payable to William Hambrecht. The line of credit is pending renewal.
7. INCOME TAXES
ASC 740, “Income Taxes” requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the financial statements or tax returns. Deferred income taxes reflect the net tax effects of (i) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (ii) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company's deferred income taxes at December 31, 2022 and 2021 are as follows:
2022 | 2021 | |||||||
Deferred tax asset - Operating loss carryforward | $ | (1,150,237 | ) | $ | 3,190,522 | |||
Deferred tax liability – unrealized gain on marketable and non-marketable securities | - | (4,257,230 | ) | |||||
Less valuation allowance | - | - | ||||||
Deferred income tax asset (liability) – net | $ | 343,231 | $ | (1,066,708 | ) | |||
The reasons for the difference between the amount computed by applying the statutory federal income tax rate to losses before income tax benefit and the actual income tax benefit for the years ended December 31, 2022 and 2021 are as follows:
2022 | 2021 | |||||||
Expected Federal income tax benefit (liability) | $ | 241,550 | $ | (224,009 | ) | |||
State income tax benefit (liability) net of federal tax | 101,681 | (94,297 | ) | |||||
Total before valuation allowance | 343,231 | (318,306 | ) | |||||
Change in valuation allowance | - | - | ||||||
Income tax benefit (liability) | $ | 343,231 | $ | (318,306 | ) | |||
In the opinion of management, based on the uncertainty that the Company will be able to generate taxable income in the future, the realization of the loss carryforwards is not likely and, accordingly, a valuation allowance has been recorded to offset such amount in its entirety.
The Company is subject to taxation in the U.S. and the state of California. As of December 31, 2022, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward for Federal and 2017 forward for California (with limited exceptions).
At December 31, 2022, the Company had approximately $1,150,237 of net operating loss carryforwards resulting in a Federal deferred tax asset of $241,550 and a state tax asset of $101,681. It is possible that subsequent ownership changes may limit the utilization of these tax attributes. Approximately $295,266 of the federal net operating loss carryforwards will expire in year 2023 through 2042. The remainder of the federal net operating loss carryforwards generated in 2018 and later have indefinite carryforward periods however are limited to 80% of taxable income in any given year. The California net operating loss carryforwards will expire in year 2028 through 2041. Given there is uncertainty as to whether the Company will be profitable in the future, the tax asset is not recognized during 2022.
8. STOCKHOLDERS’ EQUITY
Common Stock
The Company has 25,000,000 common equity shares authorized, and a total of 3,472,491 are issued and outstanding, including 745,536 common equity shares held in treasury.
On June 6, 2022 Board of Director member Harold Bradley purchased 121,212 new issue common shares from the Company for a total of $200,000 at a price of $1.65 per share.
Treasury Stock
On September 15, 2003, the Board of Directors authorized the Company to purchase 745,536 shares of Company common stock at $0.70 per share for an aggregate purchase price of $521,875. The repurchase represented 50.11% of the issued and outstanding shares of the Company. During the year ended December 31, 2008, the Company paid $699 for fractional Treasury shares. As of December 31, 2022 and 2021, the treasury shares are held by the Company.
Preferred Stock
The Company is authorized to issue up to five million shares of preferred stock without further shareholder approval; the rights, preferences and privileges of which would be determined at the time of issuance. No shares have been issued as of December 31, 2022 and 2021.
Stock-Based Compensation
Ironstone recognized stock-based compensation expense of $246,808 during the year ended December 31, 2022. As of December 31, 2021, Ironstone had an aggregate of $326,598 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options. Ironstone currently expects this stock-based compensation balance to be amortized as follows: $261,584 during fiscal year 2023 and $81,128 during fiscal year 2024.
Stock Option Plans
On April 29, 2021 the Company is revised its 2013 Equity Incentive Plan. As of April 29, 2021, an additional 175,000 options were granted under the Plan, with an exercise price of $1.99 per share, which is based on the weighted average price for the trailing six-month average price and an illiquidity discount of 15%. The options vest straight line over three years and expire seven years following the grant date. The options are amortized over the three-year vesting period. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $2.34, Exercise Price $1.99, Time to Maturity 3 years, Risk-free Interest Rate 0.35%, Annualized Volatility 185%. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options are to be granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.
The Company previously adopted a 2013 Equity Incentive Plan. The plan provides for incentive stock options to be granted at times and prices determined by the Company’s Board of Directors. The stock options were granted to directors, officers and employees of the Company, as well as certain consultants and other persons providing services to the Company.
70,000 stock options were granted on January 30, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with the following price and assumptions: Stock Price $.20, Exercise Price $.20, Time to Maturity 6.33 years, Risk-free Interest Rate 4%, Annualized Volatility 121%.
An additional 100,000 stock options were granted on August 20, 2013. The fair value of these options granted under the Plan were estimated using the Black-Scholes model with following price and assumptions: Stock Price $1.20, Exercise Price $1.20, Time to Maturity 4.0 years, Risk-free Interest Rate 1.1%, Annualized Volatility 93%.
For the year ended December 31, 2021 the Company recorded share based compensation expense related to stock options in the amount of $246,808.
9. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive potential common shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of stock options. The following is the computations of the basic and diluted net income per share and the anti-dilutive common stock equivalents excluded from the computations for the periods presented:
Quarters Ended | 12 months ended | |||||||||||||||
December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||||||||||
Numerator: | ||||||||||||||||
Net Operating Loss | $ | (328,593 | ) | $ | (172,900 | ) | $ | (637,947 | ) | $ | (523,401 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding - basic | 2,719,564 | 2,191,689 | 2,503,528 | 2,191,689 | ||||||||||||
Effect of dilutive potential shares | 345,000 | 345,000 | 345,000 | 345,000 | ||||||||||||
Shares outstanding - diluted | 3,064,564 | 2,536,689 | 2,848,528 | 2,536,689 | ||||||||||||
Net loss per share - basic | $ | (0.12 | ) | $ | (0.08 | ) | $ | (0.25 | ) | $ | (0.24 | ) | ||||
Net loss per share - diluted | $ | (0.11 | ) | $ | (0.07 | ) | $ | (0.22 | ) | $ | (0.21 | ) | ||||
Quarters Ended | 12 months ended | |||||||||||||||
December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||||||||||
Numerator: | ||||||||||||||||
Net Comprehensive Earnings | $ | (624,452 | ) | $ | (779,556 | ) | $ | (1,366,772 | ) | $ | 934,599 | |||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding - basic | 2,719,564 | 2,191,689 | 2,503,528 | 2,191,689 | ||||||||||||
Effect of dilutive potential shares | 345,000 | 345,000 | 345,000 | 345,000 | ||||||||||||
Shares outstanding - diluted | 3,064,564 | 2,536,689 | 2,848,528 | 2,536,689 | ||||||||||||
Net gain (loss) per share - basic | $ | (0.23 | ) | $ | (0.36 | ) | $ | (0.55 | ) | $ | 0.43 | |||||
Net gain (loss) per share - diluted | $ | (0.20 | ) | $ | (0.31 | ) | $ | (0.48 | ) | $ | 0.37 | |||||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) as of December 31, 2022 in connection with the filing of this Annual Report on Form 10K. Based on that evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, in light of the material weakness described below, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
Notwithstanding the material weakness, our Company’s financial statements in this Form 10K fairly present in all material respects, the financial condition, results of operations and cash flows of our company as of and for the periods presented in accordance with generally accepted accounting principles in the United States.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting for the three-months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Controls over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time.
Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our evaluation, management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective based on those criteria because of the existence of the following material weaknesses:
1) | The Company does not have an adequate number of independent board members nor therefore an independent audit committee. | |
2) | Our limited number of employees results in the Company’s inability to have a sufficient segregation of duties within its accounting and financial reporting activities. |
These absences constitute material weaknesses in the Company’s corporate governance structure.
None.
PART III
ITEM 10. DIRECTORS, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS
Name | Age | Director Since | ||||||
William R. Hambrecht | 87 | 2007 | ||||||
William Mayer | 82 | 2021 | ||||||
| George Hambrecht | 51 | 2021 | ||||||
Michael Huyghue | 61 | 2021 | ||||||
| Harold Bradley | 65 | 2021 | ||||||
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of the Company’s executive officers as of December 31, 2021. A summary of the background and experience of each of these individuals is set forth after the table.
Name | Age | Position | Held Since | ||||||
William R. Hambrecht | 87 | Chief Executive Officer | 2007 | ||||||
Eugene Yates | 59 | Chief Financial Officer | 2021 | ||||||
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s employees (including its executive officers) and directors. The Company shall provide to any person without charge, upon request, a copy of the Code. Any such request must be made in writing to the Company, c/o William R. Hambrecht, 909 Montgomery Street, San Francisco, CA 94133.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Outside directors may also receive stock option grants under the Company’s 2013 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). Only non-employee directors of the Company or an affiliate of such directors (as defined in the Internal Revenue Code of 1986, as amended from time to time, hereinafter the “Code”) are eligible to receive options under the Directors’ Plan. Options granted under the Directors’ Plan are not intended to qualify as incentive stock options under the Code.
Options under the Directors’ Plan have either a ten-year or seven-year term depending on the grant; however, each option will terminate prior to the expiration date if the optionee’s service as a non-employee director, or, subsequently, as an employee, of the Company terminates. All options issued pursuant to the Directors’ Plan vest at a rate of 1/36 per month for 36 months following the date of the grant of the option, or in the event the grant was delayed pending compliance by the Company with certain securities law requirements, the date from which the grant was delayed.
The table below shows the compensation paid to the Company’s non-employee directors during 2022.
Director Compensation | ||||||||||||
Name | Fees earned or | Option | ||||||||||
paid in cash($) | awards | Total | ||||||||||
William Mayer | - | - | - | |||||||||
William R. Hambrecht | - | - | - | |||||||||
George Hambrecht | - | - | - | |||||||||
Michael Huyghue | - | - | - | |||||||||
Harold Bradley | - | - | - | |||||||||
(1) | See note 8 to the Company audited Consolidated Financial statements included in Item 8 to this report for a description of the assumption underlying the calculation of grant date fair value. The options have a term of ten years, however the optionee’s options will expire 90 days after the optionee’s service to the Company terminates. The option vest over a four-year period at the rate of 1/10 on the date six months after the date of grant and 1/48 per month thereafter. The exercise price of stock options may not be less than 100% of the fair market value of the Common Stock subject to the option on the date of the grant. |
(2) | William Mayer Company’s Chairman of the Board of Directors effective March 25, 2021 |
(3) | George Hambrecht, Michael Huyghue, and Harold Bradley were appointed to the Company Board of Directors effective March 25, 2021. |
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows that, for the fiscal year ended December 31, 2022, compensation was awarded in the form of stock options to the Company’s Chief Executive Officer or the Company’s Chief Financial Officer. In addition, the Company’s Chief Financial Officer earned $17,763 in non-employee compensation.
NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN | OTHER COMPENSATION ($) | TOTAL | ||||||||||||||||||
William R. Hambrecht Chief Executive Officer | 2022 | -- | -- | -- | -- | - | -- | ||||||||||||||||||
Eugene Yates Chief Financial Officer (2) | 2022 | -- | -- | -- | -- | $ | 17,763 | $ | 17,763 | ||||||||||||||||
(1) | See note 8 to the Company audited Consolidated Financial statements included in Item 8 to this report for a description of the assumption underlying the calculation of grant date fair value. The options have a term of seven years, however the optionee’s options will expire 90 days after the optionee’s service to the Company terminates. The option vest over a three-year period at the rate of 1/36 per month. |
(2) | Mr. Yates was appointed as the Company’s Chief Financial Officer effective March 25, 2021 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards
Name | Number of | Number of | Option | Option | |||||||||
securities | securities | exercise | expiration | ||||||||||
unexercised | unexercised | price | date | ||||||||||
options (#) | options (#) | ||||||||||||
exercicisable | unexercicisable | ||||||||||||
(a) | (b) | ( c ) | (e) | (f) | |||||||||
William R. Hambrecht | 13,888 | 11,112 | $ | 1.99 | 4/30/2028 | ||||||||
Eugene Yates | 13,888 | 11,112 | $ | 1.99 | 4/30/2028 | ||||||||
See the Summary Compensation Table for information regarding vesting.
ADDITONAL EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding shares of common stock that may be issued upon exercise of stock options under the Company's updated Equity Incentive Plan as of December 31, 2022, which was the only plan or arrangement under which equity compensation was outstanding or could be awarded at that date.
Plan Category | A. Number of securities to be issued upon exercise of outstanding options, warrants, and rights | B. Weighted- average exercise price of outstanding options, warrants, and rights | C. Number of securities remaining available for future issuance under equity compensation plans (excluding securities) reflected in column A) | |||||||||
Equity compensation plans | 345,000 | $ | 1.398 | 0 | ||||||||
Total | 345,000 | 0 | ||||||||||
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of December 31, 2022 by: (i) each director; (ii) each named executive officer; and (iii) all those known by the Company to be beneficial owners of more than five percent of its Common Stock.
BENEFICIAL OWNERSHIP (1)
NUMBER OF | ||||||||
SHARES OF | ||||||||
COMMON | PERCENT | |||||||
BENEFICIAL OWNER | STOCK | TOTAL | ||||||
William R. Hambrecht | 1,357,052 | 49.8 | % | |||||
Michael Hughue | 250,000 | 9.2 | % | |||||
Shea Ventures | 187,296 | 6.9 | % | |||||
Elizabeth Hambrecht | 157,143 | 5.8 | % | |||||
William Mayer | 142,857 | 5.2 | % | |||||
Harold Bradley | 121,212 | 4.4 | % | |||||
Thomas Thurston | 105,714 | 3.9 | % | |||||
Edmund H. Shea, Jr (deceased and realted entities) | 113,173 | 4.2 | % | |||||
George Hambrecht | 17,143 | 0.6 | % | |||||
All executive officers, directors and over 5% owners as a group | 2,451,590 | 89.9 | % | |||||
(1) | This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission (the “SEC”). Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. |
(2) | The Company Stock options exercisable currently or within 60 days after March 31, 2023 are 221,528. |
(3) | Applicable percentages are based on 3,472,491 shares outstanding on March 31, 2023. |
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On March 10, 2021, the Company borrowed from related party Mr. William R. Hambrecht $300,000 at 6.0% per annum.
During the period November 2015 through February 2021, Mr. William R. Hambrecht paid the interest on an outstanding third-party letter of credit. These payments were recorded as a loan from Mr. Hambrecht for $142,313.
On May 27, 2022 William Hambrecht converted to common stock the entirety of the debt outstanding to him, including the aforementioned loans and related accrued interest owed by the Ironstone Properties, Inc. totaling $824,269 for 404,054 common shares of Ironstone Properties, Inc. at $2.04 per share.
On June 6, 2022 Harold Bradley, Board of Director member Ironstone Properties Inc. purchased 121,212 common shares from Ironstone Properties Inc. at $1.65 per share, totaling $200,000.
On June 10, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Hambrecht, CEO at $19.85 per share totaling $100,000.
On June 16, 2022 Ironstone Properties, Inc. purchased 5,037 preferred shares of private company Aristotle Inc. from William Mayer, Chairman of the Board of Directors at $19.85 per share totaling $100,000.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company has been unable to contract a PCAOB auditor for an examination of the 2021 and 2020 financial statements and records. The Company continues to search for an auditor.
Auditor Name: N/A
Auditor Location: NA
Auditor Firm Id: 9999
Since the Board of Directors does not have an audit committee, the principal auditor is engaged by the Chief Executive Officer and the Chief Financial Officer on behalf of the Company’s Board of Directors.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
1. | Financial Statements |
2. | Financial Statement Schedules |
None
3. | Exhibits |
The following Exhibits are filed as part of, or incorporated by reference into, this Report.
Exhibit
Number Description
21.1 Subsidiaries of Ironstone Group, Inc.
31.1 Section 302 - Principal Executive Officer Certification
31.2 Section 302 - Principal Financial Officer Certification
32.1 Section 1350 – Certification – Chief Executive Officer
32.2 Section 1350 – Certification – Chief Financial Officer
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101 CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document .
101 LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101 PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
IRONSTONE PROPERTIES, INC. a Delaware corporation | ||
Date: May 16, 2023 | By: /s/ William R. Hambrecht | |
William R. Hambrecht Chief Executive Officer | ||
Date: May 16, 2023 | By: /s/ Eugene Yates | |
Eugene Yates Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ William R. Hambrecht | Director, Chief Executive Officer, | May 16, 2023 |
William R. Hambrecht | (Principal Executive Officer) | |
/s/ Eugene Yates | Chief Financial Officer, | May 16, 2023 |
Eugene Yates | (Principal Financial Officer) | |
/s/ William Mayer | Chairman, Board of Directors | May 16, 2023 |
William Mayer | ||
/s/ George Hambrecht | Director | May 16, 2023 |
George Hambrecht | ||
/s/ Harold Bradley | Director | May 16, 2023 |
Harold Bradley | ||
/s/ Michael Huyghue | Director | May 16, 2023 |
Michael Huyghue |
