Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 20172018

OR

For the transition period from ___________ to _____________

Commission file number: 001-09043

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

Indicate by a checkcheck 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.

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 ☐☒

As of November 20, 2017,2, 2018, the registrant had 2,610,568 shares of common stock, $0.01 par value per share, outstanding.

MedAmericaMedAmerica Properties Inc.

Form 10-Q

Table of Contents

Note 1. Nature of Operations

MedAmerica Properties Inc. (the “Company”“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 early 2013, the Company became a shell company (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934) with no material operations or assets. In 2016, after exploring various industries and researching numerous companies, the board of directors elected to pursue investing in commercial real estate. The Company is pursuing the acquisition and management of strategically located medical office buildings.

In April 2017, our board of directors and the holders of a majority of our outstanding shares of common stock approved by written consent amendments to the Company’s articlesCompany’s certificate of incorporation to (1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed these amendments with the Secretary of State of the State of Delaware and the name change and reverse stock split became effective with the Financial Industry Regulatory Authority, Inc. (“FINRA”) on June 20, 2017. As appropriate, all common stock share quantities have been updated to reflect the 1 for 10 reverse stock split.

Note 2. Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany account balances and transactions have been eliminated in consolidation. 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 and its subsidiaries.

Note 3. Going ConcernImmaterial Error Correction

Our previous independent certified public accounting firm issuedThe Company has corrected an immaterial error in its report dated March 27, 2017 in connection with the audit of our financial statementspreviously filed Form 10-Q, for the yearquarter ended December 31, 2016 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company’s abilitySeptember 30, 2017. Net loss attributable to continue as a going concern. The Company does not currently generate revenue and is dependent on generating funds through debt or equity capital raises to cover its general and administrative costs. From February 2017 through the date hereof, the Company raised approximately $1.9 million in a private placement (see footnote Note 6 Preferred Stock and Common Stock for further discussion).  However,common stockholders decreased by $148,125 for the reasons described below, Company management does not believe that cashthree months ended September 30, 2017 and the net loss per common share basic and diluted decreased by $(0.10) for the three months ended September 30, 2017 to reflect the deemed dividend on handpreferred stock exchange which was effective June 30, 2017 and cash flow generated internally by the Company will be adequate to fund our overheadoriginally reported in September 30, 2017 (See Note 7).

Note 4. Liquidity and other cash requirements beyond a short period of time.  These reasons raise significant doubt about the Company's ability to continue as a going concern.  Profitability

The accompanying Financial Statementscondensed consolidated financial statements have been prepared and are presented assumingin accordance with accounting principles generally accepted in the Company’s ability to continue asUnited 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 consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amountassets and classification of liabilities that might result frombe necessary should the outcome of this uncertainty.Company be unable to continue as a going concern. The Company recognizedmanagement believes that cash on hand and a net lossline of $262,691credit from a related party (see Note 10) will be adequate to fund its limited overhead and $341,384other cash requirements for the three months ended September 30,next twelve months.

During 2017 and 2016, respectively, andthe Company completed a net lossprivate placement of $384,949 and $649,117 for the nine months ended September 30, 2017 and 2016, respectively.its common stock, raising $1,940,005. At September 30, 2017,2018, the Company had neta cash balance of approximately $262,000 and working capital of $943,021 as compared to a net working capital deficit of $754,634 at December 31, 2016.  approximately $192,000.

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

The Company management believes that these measures, coupled with 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. However, there can be no assurance that we will be able to 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.

Note 4.5. Summary of Significant Accounting Policies

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited interim condensed consolidated financial statements of the Company as of September 30, 2017 and2018 for the three and nine months ended September 30, 20172018 and 20162017 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 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in consolidated 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 consolidated financial statements.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting onlyonly of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 20172018 and the results of its operations and its cash flow for the three and nine months ended September 30, 20172018 and 2016.2017. 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 may 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 current period statement of operations.

Fair Value of Financial Instruments

Recorded financial instruments as of September 30, 2017,2018, 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 provisions 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'sCompany’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 in accordance withusing FASB ASC Topic740, Accounting for " Income Taxes as clarified by ASC 740-10, ", 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. Under this method, deferred income taxes are determined based onTaxes, which require the estimated future tax effectsrecognition of differences between the financial statements and tax basis of assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

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

Retained Earnings Distributions

The Company’sCompany’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 holdersholder of Series A Cumulative Preferred Stock (“Preferred Stock”) shall beare 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 shall beare payable semiannually to the holdersholder 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. 6. Equipment and Furnishings

The amount of equipment and furnishings as of September 30, 2017, isare as follows:

The above officeDepreciation expense related to equipment and furnishings amounted to $808 and computer equipment were placed in service in October 2017$2,424 for the three and therefore no depreciation expense was recorded throughnine months ended September 30, 2017.2018.

Note 67. Preferred Stock and Common Stock

Stock Split

In April 2017, the board of directors and the then majority shareholder approved a 1 for 10 reverse stock split (“(“Stock Split”) of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed an amendment to its articlescertificate of incorporation with the Delaware Secretary of State effecting the Stock Split. The Stock Split became effective with the Financial Industry Regulatory Authority, Inc. (“FINRA”) on June 20, 2017.

Pursuant to the Stock Split, each outstanding share of the Company’sCompany’s common stock was automatically exchanged for one-tenthone - tenth of a share. As a result, each stockholder now owns a reduced number of shares of the Company’s common stock. The Stock Split affects all stockholders uniformly and does not affect any stockholder’s percentage ownership in the companyCompany or the proportionate voting rights and other rights and preferences of the stockholders, except for adjustments that may result from the treatment of fractional shares, which have been rounded to the nearest whole share. The number of the Company’s authorized shares of common stock was not affected by the Stock Split.

Private Placement

From February 10, 2017 through September 30,December 31, 2017,, the Company accepted subscriptions of $1,932,505$1,940,005 for unregistered shares of the Company’s common stock for $0.15 or $1.50 (post-split) a share (the “2017 Private Placement”). The issuances of common stock were made in reliance on section 4(2)Section 4(a)(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 506 of Regulation D ofRule 506(b) under the Securities Act. The proceeds from the 2017 Private Placement will beare being used for working capital and to fund operations. As of October 11, 2017, theThe Company received an additional $7,500 of the 2017 Private Placement.  Through September 30, 2017, the Company has issued 592,3361,293,334 shares of common stock under thisthe 2017 Private Placement.  An additional 700,820Placement, along with 2,500 shares have been subscribed but the shares have not yet been issued as of September 30, 2017.  common stock under a prior private placement.

Preferred Stock Exchange

In April 2017, wethe Company offered our preferred shareholders shares of our common stock in exchange for their Series A cumulative preferred stock (“Preferred Stock”) and accumulated preferred dividends outstanding as of December 31, 2016. Pursuant to the offer, each share of Preferred Stock would be exchanged for 20 shares of (post-split) common stock and each dollar of preferred dividend would be exchanged for 0.2 shares of common stock. All preferred shareholders, except one, accepted the offer resulting in the conversion of 9,875 shares of Preferred Stock and $301,656 of accumulated preferred dividends into 257,831 shares of (post-split) common stock, which were issued in the third quarter of 2017. The effective date of the exchange wasis June 30, 2017. This exchange resulted in deemed dividends on prferredpreferred stock conversionofconversion of $148,125.

Subsequent to the reverse stock split, the private placement and the preferred stock exchange, there are 1,907,0702,610,568 shares of common stock issued and outstanding, as of September 30, 2017 consisting of 1,056,7231,059,581 shares after the reverse stock split, 592,5161,293,156 shares from the private placement and 257,831 shares from the preferred stock and preferred dividend exchange.

Preferred Stock Dividends

The holdersholder of Series A Preferred Stock are entitled to receive cumulative, non-compounded cash dividends on each outstanding share of Series A Preferred Stock at the rate of 10.0% of the Issuance Price per annum (“Preferred Dividends”), which beginbegan to accrue on January 1, 2010. Preferred Dividends if declared, are payable semiannually to the holdersholder of Series A Preferred Stock. Any Series A 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.

CertainSubstantially 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 and $329,017 as of September 30, 20172018 and December 31, 2016, respectively.  $3,7502017. An additional $8,750 of these cumulative Preferred Dividends are undeclared and unaccrued as of September 30, 2017.  

Series A Cumulative Preferred Stock Dividends Scheduled2018 and Accumulated:are not included in the balance sheet.

Common Stock

As of September 30, 2017,2018, the Company’s board of directors and officers beneficially own 828,060 (post-split)838,060 shares of the Company’s common stock or 43.42%32.10% of the outstanding common stock. Included in the 828,060 (post-split)838,060 shares is 91,348 shares owned by Banyan Rail Holdings LLC and 351,966 shares owned by Marino Family Holdings LLC, of 91,348 and 351,966 (post-split) shares of common stock of the Company, respectively.

On August 8, 2016, the Company issued an aggregate of 22,000 shares of common stock to Donald S. Denbo, Paul S. Dennis, Mark L. Friedman,companies controlled by our chairman, Gary O. Marino, and Jon D. Ryan as compensation for services as directors in 2016. The Company recorded compensation expense in the amount (included in general and administrative on the Consolidated Statement of Operations) of $165,000 for the value of their services as of September 30, 2016. The compensation expense is based on the $7.50 a share market price of the Company’s stock at the time of issuance as required by applicable accounting guidance.

Note 7. Income Taxes Marino.

For the nine months ended September 30, 2017 and 2016, the Company recorded a net loss resulting in an income tax provision and an effective tax rate of zero. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carry-forward generated during the period.

The Company recorded an operating loss for the quarter and nine months ended September 30, 2017, and has a history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets as we currently believe it is more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the near future.

Note 8. Earnings (Loss) per Share

The Company excluded from its diluted earnings per share calculation, 500 and 10,375 common shares issuable upon conversion of shares of convertible preferred stock and 70,000 and 60,000 stock options that were outstanding at September 30, 20172018 and December 2016,2017, respectively, as their inclusion would be anti-dilutive.

.

Note 9. Stock-Based Compensation

On August 23, 2017, the Company issued an aggregate of 60,000 stock options to its directors and officers Joseph Bencivenga, Donald S. Denbo, Paul S. Dennis, Gary O. Marino, Bennett Marks and Robert Schellig.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. 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:follows:

The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant. All 60,00070,000 options were fully vested at grant date. The intrinsic value is not material.

Note 10. Related Party Relations and Transactions

Gary O. Marino, the Company’sCompany’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, a member of the Company's board of directors, and Mr. Donald S. Denbo, a member of the Company's board of directors, also hold membership interests in BEP.

During 2016, the Company established BMP, and certain other subsidiaries wholly-owned by BMP. The Company formed these entities to acquire medical office buildings in the United States. The Company was unable to raise the capital needed to consummate the first medical building opportunity. On March 9, 2017, the Company sold BMP and BMP’s wholly-owned subsidiaries to Patriot. The selling price was $277,756 in the form of BMP assuming a portion of the Company’s note payable balance due to BEP. The consideration of $277,756 was used to recoup the $110,000 in property deposits as of December 31, 2016 and reimbursement of $117,756 of other 2016 and 2017 expenses incurred by the Company on behalf of BMP. This reimbrsementreimbursement of expenses is offset in general and administrative expenses.  

On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”“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 represents 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 is payable upon demand. BEP may, but is not requiredcommitted to  makemaking 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 and2017. The Note remains available to the Note was cancelled.Company to draw upon.  

On June 8, 2017,September 13, 2018, MedAmerica entered into an office lease and administrative support agreement (the “Agreement”) with BEP. The Agreement has a month-to-month term commencing on JuneSeptember 1, 2017.2018. The 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 $15,000$5,000 a month. The Agreement replaces the February 3,June 8, 2017 office lease and administrative support agreement between the Company and BEPBEP. Total expense incurred under these agreements amounted to $125,000 and includes additional general office$93,025 for the nine months ended September 30, 2018 and administrative staff support services.2017, respectively and $35,000 and $45,000 for the three months ended September 30, 2018 and 2017, respectively.

On June 14, 2017,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 entered into a letterbilled back IRP for compensation and expenses in the amount of intent with Patriot to reacquire all of$125,078 and $13,211 for the capital units of BMP from Patriot, for $9,536,582 which is the purchase price of the Medical Office Building. The letter of intent is non-binding, provides for a ninety-day exclusive diligence period,nine and is contingent upon Banyan obtaining financing to complete the acquisition. The letter was extended to December 15, 2017.three months ended September 30, 2018.

TheThe Company’s directors have not received cash compensation for their services in 20162018 or through the nine months ended September 30, 2017 but were compensated with common stock and stock options. See footnote 6 Preferred Stock and Common Stock and footnote 9 stock based compensationStock-Based Compensation for further discussion.

As of September 30, 2017, the Company’s board of directors and officers beneficially own 828,060 (post-split) shares of the Company’s common stock or 43.42% of the outstanding common stock. Also, Banyan Rail Holdings LLC and Marino Family Holdings LLC owned 91,348 and 351,966 (post-split) shares of common stock of the Company, respectively, included in the shares shown above.

In the third quarter of 2017, the CompanyCompany hired a new president and chief executive officer and a new chief financial officer who are husband and wife. Also, in the third quarter of 2017, the Company issued 15,000 common stock options to the president and CEO and 45,000 shares to other board members and officers. The related stock compensation was not material.

As of September 30, 2018, 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 91,348 shares owned by Banyan Rail Holdings LLC and 351,966 shares owned by Marino Family Holdings LLC, companies controlled by our chairman, Gary O. Marino.

Paul Dennis,, director and formerpreviously interim president, interim chief executive officer and interim chief financial officer, participated in the 2017 Private Placement investing $150,000 for 100,000 shares of common stock.

financial statements.