UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2014
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 0-12346

 

IRONSTONE GROUP, INC.

(Exact 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)

 

NONE

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by 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 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 [X]    No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [X]    No [   ]

 

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

 

Large accelerated filer   [   ]	Accelerated filer                   [   ]
Non- accelerated filer    [   ]	Smaller reporting company [X]

 

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

 

As of November 13th, 2014, 2,191,691 shares of Common Stock, $0.01 par value, were outstanding.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

 

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets at September 30, 2014 and December 31, 2013	3
Condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2014 and 2013	4
Condensed consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013	5
Notes to condensed consolidated financial statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II—OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	18
Signatures	19
Exhibit Index

 

 

IRONSTONE GROUP, INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		(unaudited)
		September 30,				December 31,
		2014				2013 (1)
ASSETS:
Cash		$	48,183			$	242,443
Investments:
Marketable Securities			13,260				12,480
Marketable Securities - related party			838,162				944,772
Non-marketable securities			2,674,677				2,001,919
Total Assets		$	3,574,282			$	3,201,614
LIABILITIES AND STOCKHOLDERS' EQUITY
Line of credit borrowings		$	350,000			$	350,000
Accounts payable and accrued expenses			9,016				17,895
Interest payable - related party			20,670				10,120
Advances for future stock issuance			-				230,000
Note payable, net of discount			1,181,051				1,102,580
Note payable - related party			182,000				182,000
Total Liabilities			1,742,737				1,892,595
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 2,618,500 shares are issued and outstanding as of December 31, 2013; 2,937,225 shares are issued and outstanding as of September 30, 2014			29,372				26,185
Additional paid-in capital			21,813,199				21,564,850
Accumulated deficit			(21,776,266	)			(21,580,341	)
Accumulated other comprehensive income			2,287,814				1,820,899
			2,354,119				1,831,593
Less: Treasury stock, 745,536 shares at cost			(522,574	)			(522,574	)
Total Stockholders' equity			1,831,545				1,309,019
Total Liabilities and stockholders' equity		$	3,574,282			$	3,201,614

 

(1) Derived from the Company's audited consolidated financial statements

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited) 

  

		Three Months Ended								Nine Months Ended
		September 30,								September
		2014				2013				2014				2013
Operating expenses:
Professional fees		$	20,550			$	13,800			$	59,268			$	34,105
State filing fee			(2,970	)			-				5,270				7,000
Stock-based compensation			6,471				774				21,533				4,644
General and administrative expenses			510				590				545				790
Total operating expenses			24,561				15,164				86,616				46,539
Loss from operations			(24,561	)			(15,164	)			(86,616	)			(46,539	)
Other expense:
Interest expense			(33,863	)			(30,637	)			(98,759	)			(89,299	)
Interest expense to related party			(3,555	)			(2,112	)			(10,550	)			(5,116	)
Net loss		$	(61,979	)		$	(47,913	)		$	(195,925	)		$	(140,954	)
COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding gain arising during the period			1,034,356				1,170				466,915				9,619
Comprehensive income (loss)		$	972,377			$	(46,743	)		$	270,990			$	(131,335	)
Basic and diluted loss per share
Net loss per share		$	(0.03	)		$	(0.02	)		$	(0.09	)		$	(0.05	)
Weighted average shares outstanding			2,191,689				2,618,500				2,189,282				2,618,500

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		Nine Months Ended
		September 30,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(195,925	)		$	(140,954	)
Adjustments to reconclie net loss to net cash used in operating activities:
Accretion of discount on notes payable			8,340				4,170
Stock-based compenstion amortization			21,533				4,644
Pay-in-kind interest added to principal			70,133				-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			(8,879	)			72,500
Interest payable - related party			10,550				5,166
Net cash used in operating activites		$	(94,248	)			(54,474	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of non-marketable securities			(100,012	)			-
Net cash used in investing activites			(100,012	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable to related party			-				52,000
Net cash provided by financing activites			-				52,000
Net decrease in cash			(194,260	)			(2,474	)
Cash at beginning of period			242,443				3,378
Cash at end of period		$	48,183			$	904
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	20,362			$	20,362
Supplemental noncash investing and financing activities:
Net unrealized gain on marketable and non-marketable investments		$	466,915			$	-
Conversion of advance to common stock		$	230,000			$	-

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(UNAUDITED)

 

 

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”) is a Delaware corporation that was incorporated in 1972.

 

Principles of Consolidation

 

The accompanying unaudited condensed 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.

 

Basis of Presentation

 

The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2014, the results of its operations for the three and nine month periods ended September 30, 2014 and September 30, 2013 and its cash flows for the nine month periods ended September 30, 2014 and September 30, 2013. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. The December 31, 2013 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 but does not include all disclosures required for annual periods. Certain reclassifications have been made to conform to the current period’s presentation.

 

There have been no significant changes in the Company’s significant accounting policies from those were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

 

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 stockholders’ equity until realized. The fair value of the Company’s marketable securities and investments at September 30, 2014 and December 31, 2013 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.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 US GAAP 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 September 30, 2014, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward for Federal and from the year 2009 forward for California (with limited exceptions).

 

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 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.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded)

 

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 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 is currently evaluating the impact that the adoption of ASU 2014-15 will have on the Company’s consolidated financial statements.

 

In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation" ("ASU 2014-12"). ASU 2014-12 is intended to resolve diverse accounting treatment for share based awards in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015 and may be applied prospectively or retrospectively. The Company does not expect adoption of this standard will have a significant impact on the Company's consolidated financial statements.

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the presentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 was effective for the Company in the first quarter of fiscal 2014 and its adoption did not have an impact on the Company’s consolidated financial statements in the quarter ended September 30, 2014.

 

 

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 Company’s assets and liabilities that are measured at fair value on a non-recurring basis include cash, accounts payable, accrued expenses, and interest payable given their short-term nature. Furthermore, the fair value of the Company’s notes payable are initially measured at fair value given that they are estimated based on current rates that would be available for debt of similar terms.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

2. FAIR VALUE MEASUREMENTS (continued)

 

The following tables provide information about the Company’s financial instruments measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 by the fair value hierarchy: 

 

														Balance as of
														September 30,
		Level 1				Level 2				Level 3				2014
Investments:
Publicly traded common stock		$	851,422			$	-			$	-			$	851,422
Private company preferred stock			-								2,674,677				2,674,677
Total		$	851,422			$	-			$	2,674,677			$	3,526,099

 

														Balance as of
														December 31,
		Level 1				Level 2				Level 3				2013
Investments:
Publicly traded common stock		$	957,252			$	-			$	-			$	957,252
Private company preferred stock			-				-				2,001,919				2,001,919
Total		$	957,252			$	-			$	2,001,919			$	2,959,171

 

 

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
		September 30,
		2014			Valuation Technique		Unobservable Inputs
Private company preferred stock		$	2,574,665		A recent sale of stock		Third party transaction
Private company preferred stock		$	100,012		A recent round of financing		Third party transaction

 

		Fair Value as of
		December 31,
		2013			Valuation Technique		Unobservable Inputs
Private company preferred stock		$	2,001,919		A recent round of financing		Third party transaction

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

2. FAIR VALUE MEASUREMENTS (concluded)

 

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis. 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.

 

		Investments
Balance as of January 1, 2013		$	-
Transfers into Level 3			1,000,000
Unrealized gain on investments			1,001,919
Balance as of December 31, 2013			2,001,919
Purchases of Level 3			100,012
Unrealized gain on investments			572,746
Balance as of September 30, 2014		$	2,674,677

 

Transfers of financial instruments occur when there are changes in pricing observability levels. Transfers of financial instruments among the levels occur at the beginning of the reporting period. Transfers into Level 3 for fiscal year 2013 are attributed to the lack of observable inputs available for these securities beginning January 1, 2013.

 

 

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. For the year ended December 31, 2013, the Company recorded an unrealized gain of $1,001,919, bringing the total value of the investment in TangoMe, Inc. to $2,001,919 as of December 31, 2013. The fair value as of December 31, 2013 was based on a round of financing where similar securities were sold to related and unrelated third parties. On August 24, 2014, a TangoMe, Inc. shareholder sold shares of TangoMe, Inc. preferred stock at a price of $5.50 per share to a third party. The third party purchaser was comprised of certain related and unrelated parties of the Company. The Company determined that this transaction price is the best estimate of fair value of the 468,121 shares held by the Company as of September 30, 2014. As such, the Company recorded an unrealized gain of $572,746 for the three and nine months ended September 30, 2014, bringing the total value of the value of the investment in TangoMe, Inc. to $2,574,665 as of September 30, 2014. The use of a recent sale of TangoMe preferred shares between two parties is the primary significant unobservable input used in the fair value measurement of the Company’s investment. Significant increases (decreases) in any subsequent financing or transaction events would result in a significantly higher (lower) fair value measurement.

 

Arcimoto, Inc.

 

On June 6, 2014 the Company Purchased 37,000 shares of Series A-1 Preferred stock from Arcimoto, Inc. at approximately $2.703 per share. This purchase price of $100,012 was determined to be the best estimate of fair value as of September 30, 2014. Significant increases (decreases) in any subsequent rounds of financing would result in a significantly higher (lower) fair value measurement.

 

Salon Media Group, Inc.

 

The Company owns 1,926,857 shares of Common Stock of Salon Media Group, Inc. These shares resulted from the April 24, 2013 exchange of 843 shares of Series C Preferred Stock of Salon Media Group Inc. This investment in common shares of Salon is valued at $0.39 and $0.45 per share, or $751,474 and $867,086 at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $443,177 and no gain or loss for three months ended September 30, 2013. For the nine months ended September 30, 2014, the Company recorded a related unrealized loss of $115,612 and no gain or loss for nine months ended September 30, 2013.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

3. INVESTMENTS (concluded)

 

Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. This investment in common shares of Salon is valued at $0.39 and $0.45 per share, or $31,188 and $35,987, at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $18,393 and no related unrealized gain or loss, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $4,799 and no related unrealized gain or loss, respectively.

 

FlexiInternational Software, Inc.

 

The Company owns 78,000 shares of Flexi International Software stock. The investment in common shares of FlexiInternational is valued at $0.17 and $0.16 per share, or $13,260 and $12,480 at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $5,460 and an unrealized gain of $1,170, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $780 and unrealized gain of $390, respectively.

 

Truett-Hurst, Inc.

 

The Company owns 10,000 shares of Truett-Hurst stock, which were purchased on November 20, 2013. The investment in common shares of Truett-Hurst is valued at $5.55 and $4.17 per share, or $55,500 and $41,700 at September 30, 2014 and December 31, 2013, respectively. For the three and nine months ended September 30, 2014 the Company recorded related unrealized gains of $5,500 and $13,800, respectively.

 

 

4. RELATED PARTY TRANSACTIONS

 

Mr. William R Hambrecht, Chief Executive Officer, is a minority shareholder in Salon Media Group and Truett-Hurst, Inc.

 

Ms. Elizabeth Hambrecht, the former Chief Financial Officer of the Company, is currently a member of the Board of Directors and also the interim Chief Financial Officer of Salon Media Group, Inc. Ms. Hambrecht formerly served as the President and Chief Executive officer of Salon Media Group, Inc. Ms. Hambrecht is also the daughter of the Chief Executive Officer.

 

 

5. NOTES 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 gross amount payable under the agreement as of September 30, 2014 and December 31, 2013 were $1,219,125 and $1,148,994, respectively.

 

In connection with the note agreement, the Company also issued warrants to this third party to purchase 187,296 shares of the Company’s common stock, for total consideration of $1. The warrants were separately valued using the Black-Scholes model, and it was determined the fair value of the warrants at March 31, 2012 was $56,188. This amount has been recorded as a discount on the $1,000,000 note payable to be amortized over the 5 year term of the note. The unamortized balance of the discount was $38,074 and $46,414 as of September 30, 2014 and December 31, 2013, respectively.

 

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

5. NOTES PAYABLE (concluded)

 

Furthermore, On December 31, 2013 the Company entered into a note payable agreement with a related party, William R. Hambrecht. This note carries a 7.75% interest rate per annum and has a maturity date of December 31, 2014. The note payable carried a principal balance of $182,000 as of September 30, 2014, and December 31, 2013 with additional accrued interest of $20,670 and $10,120 respectively.

 

The scheduled maturities of notes payable outstanding as of September 30, 2014 are as follows: 

 

		2014				2015				2016				2017				Total
Notes Payable		$	-			$	-			$	-			$	1,219,125			$	1,219,125
Notes Payable - related party			182,000				-				-				-			$	182,000
Total		$	182,000			$	-			$	-			$	1,219,125			$	1,401,125

 

 

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. Interest based upon the lender’s prime rate plus 4.5% and is payable monthly. At September 30, 2014 and December 31, 2013, 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. Furthermore, the line of credit is due on demand and is secured by all of the Company’s business assets. At September 30, 2014 and December 31, 2013, the outstanding balance under the line was $350,000, respectively. The total recorded interest expense on this note for the three months ended September 30, 2014 and September 30, 2013 was $6,837, respectively. The total recorded interest expense on this note for the nine months ended September 30, 2014 and September 30, 2013 was $20,362, respectively. The line of credit is renewable on a yearly basis, but matured on September 11, 2014 and is currently being renegotiated.

  

 

IRONSTONE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

7. STOCKHOLDERS’ EQUITY

 

Common Stock

 

On January 2, 2014, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with new investors and existing investors (each, a “Share Purchaser” and, collectively, the “Share Purchasers”), pursuant to which, the Company issued and sold to such Share Purchasers 131,429 shares of the Company’s Common Stock, representing approximately 7% of Ironstone’s outstanding equity securities on the date of purchase, for an aggregate purchase price of $230,000.

 

On May 1, 2014, a third party exercised warrants for 187,296 shares of the Company’s Common Stock. As of September 30, 2014, the Company issued 187,296 shares from the warrant exercise to the third party.

 

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 September 30, 2014 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 September 30, 2014 and December 31, 2013.

 

Stock Option Plans

 

The Company has adopted a 2013 Equity Incentive Plan. As of January 30, 2013, 187,296 shares were available for grant under the 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 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.

 

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 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 three months ended September 30, 2014 and 2013, the Company recorded share based compensation expense related to stock options in the amount of $6,471 and $774, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded share based compensation expense related to stock options in the amount of $21,533 and $4,644, respectively.

 

As of September 30, 2014 and December 31, 2013, Ironstone had an aggregate of $70,597 and $80,765 of stock-based compensation remaining to be amortized to expense over the remaining requisite service period of the underlying options, respectively. As of September 30, 2014, Ironstone expects this stock-based compensation balance to be amortized as follows: $6,471 during fiscal year 2014; $25,884 during fiscal year 2015; $25,884 during fiscal year 2016 and $12,358 during fiscal year 2017.

 

Earnings 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 because of the net loss for the periods presented. Although there were common stock equivalents outstanding, as of September 30, 2014 and 2013 they were not included in the calculation of EPS because their inclusion would have an anti-dilutive effect.

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2014				2013				2014				2013
Numerator:
Net loss		$	(61,979	)		$	(47,913	)		$	(195,925	)		$	(140,954	)
Denominator:
Weighted average common shares outstanding			2,191,689				2,618,500				2,189,282				2,618,500
Dilutive effect of employee stock options			--				--				--				--
Weighted average common shares outstanding, assuming dilution			2,191,689				2,618,500				2,189,282				2,618,500
Net loss per share:
Basic		$	(0.03	)		$	(0.02	)		$	(0.09	)		$	(0.05	)
Diluted		$	(0.03	)		$	(0.02	)		$	(0.09	)		$	(0.05	)

 

 

8. MANAGEMENT’S PLANS

 

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. 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. Furthermore, the Company may seek to sell its marketable securities to meet its operating needs. However, the fair value of these marketable securities fluctuates and may not be adequate for the Company’s needs. Management also believes it will be able to renew its line of credit with the lender with similar terms to the recently expired line of credit. If the line of credit is not renewed, management may liquidate securities to satisfy its obligations.

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operation

 

Special Note Regarding Forward-Looking Statements

 

Certain of the statements in this document that are not historical facts, including, without limitation, statements of future expectations, projections of financial condition and results of operations, statements of future economic performance and other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from those contemplated in such forward-looking statements. In addition to the specific matters referred to herein, important factors which may cause actual results to differ from those contemplated in such forward-looking statements include (i) the results of the Company’s efforts to implement its business strategy; (ii) actions of the Company’s competitors and the Company’s ability to respond to such actions; (iii) changes in governmental regulation, tax rates and similar matters; and (iv) other risks detailed in the Company’s other filings with the SEC.

 

Use of Estimates and Critical Accounting Policies

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires us to make estimates and judgments that affect the reported amounts of assets and related disclosure. On an ongoing basis, we evaluate our estimates, including those related to non-marketable securities. We base our estimates on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets that are not readily apparent from other sources. Actual results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. These estimates and judgments are reviewed by management on an ongoing basis and by our board of directors at the end of each quarter prior to the public release of our financial results.

 

Results of Operations

 

Comparison of 2014 to 2013

 

For the three month period ending September 30, 2014, operating expenses increased $14,237 or 62% as compared to the same period in fiscal year 2013. This was primarily due to an increase in professional fees, note amortization, and stock-based compensation expense.

 

For the nine-month period ended September 30, 2014, operating expenses increased $54,971 or 86% as compared to the same period in fiscal year 2013. This was primarily due to an increase in professional fees, note amortization, and stock-based compensation expense.

 

Liquidity and Capital Resources

 

The net cash used in operating activities for nine months ended September 30, 2014 and 2013 was $164,380 and $54,474, respectively. The Company has cash and marketable securities of $899,605 at September 30, 2014. We believe that our current cash and marketable security balances will be sufficient to meet our operating and capital requirements for at least the next 12 months. We may use cash from time to time to make additional investment acquisitions. We may be required to raise funds through public or private financings, strategic relationships or other arrangements. We cannot assure you that such funding, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Our failure to raise capital when needed could harm our ability to pursue our business strategy and achieve and maintain profitability.

 

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. Interest is payable monthly at 7.75%. The line is guaranteed by William R. Hambrecht, Chief Executive Officer, Director and Robert H. Hambrecht, Director. Furthermore, the line of credit is due on demand and is secured by all of the Company’s business assets. At September 30, 2014 and December 31, 2013 the outstanding balance under the line was $350,000. The line of credit is renewable on a yearly basis, but matured on September 11, 2014 and is currently being renegotiated.

 

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. 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 $2,574,665 at September 30, 2014 and $2,001,919 at December 31, 2013 respectively. 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.

 

Furthermore, on June 6, 2014 the Company Purchased 37,000 shares of Series A-1 Preferred stock from Arcimoto, Inc. at $2.703 per share, or $100,012. Given that the investment in Acrimoto, 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.

 

 

Another capital resource of the Company is 1,926,857 shares of Common Stock of Salon Media Group, Inc. These shares resulted from the April 24, 2013 exchange of 843 shares of Series C Preferred Stock of Salon Media Group Inc. The investment in common shares of Salon is valued at $751,474 and $867,086 at September 30, 2014 and December 31, 2013 respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $443,177 and no related unrealized gain or loss, respectively. For the nine months ended September 30, 2014 and 2013 the Company recorded a related unrealized loss of $115,612 and unrealized gain of $8,430, respectively.

 

Additionally, in conjunction with making the investment in Salon, the Company received warrants to purchase common stock in Salon. In 2006, the Company exercised its warrants to purchase a total of 79,970 shares of common stock of Salon. This investment in common shares of Salon is valued at $31,188 and $35,987 as of September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014, the Company recorded a related unrealized gain of $18,393 and no related unrealized gain or loss, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $4,799 and unrealized gain of $799, respectively.

 

The Company owns 10,000 shares of Truett-Hurst stock and accounts for this investment as an available-for-sale security on its balance sheet. The investment was purchased on November 20, 2013. The investment in common shares of Truett-Hurst is valued at $55,500 and $41,700 at September 30, 2014 and December 31, 2013, respectively. For the three and nine months ended September 30, 2014 the Company recorded a related unrealized gains of $5,500 and $13,800, respectively.

 

The Company owns 78,000 shares of Flexi International Software stock and accounts for this investment as an available-for-sale security on its balance sheet. The investment in common shares of Flexi is valued at $13,260 and $12,480 at September 30, 2014 and December 31, 2013, respectively. For the three months ended September 30, 2014 and 2013, the Company recorded a related unrealized loss of $5,460 and a related unrealized gain of $1,170, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded a related unrealized gain of $780 and unrealized gain of $390 respectively.

 

Trends and Uncertainties

 

Termination of Historical Business Lines

 

Since winding down the Company’s traditional lines of business, Management and the Board of Directors have been seeking appropriate business opportunities for the Company. In the alternative, management and the Board are looking for an investment opportunity for the Company to invest some or all of its remaining liquid assets. Otherwise, the Company’s cash assets are invested in corporate securities and demand deposit accounts. If the Company does not find an operating entity to combine with, and if its assets are not invested in certain types of securities (primarily government securities), it may be deemed to be an investment company under the terms of the Investment Company Act of 1940, as amended.

 

Item 3. 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 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify the financial statements and to other members of senior management and the Board of Directors.

 

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2014, our disclosure controls and procedures are not effective.

 

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal controls over financial reporting for the three-months ended September 30, 2014 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 September 30, 2014. 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 September 30, 2014, 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. These weaknesses were also reported in our December 31, 2013 Form 10-K filing. Despite the existence of these material weaknesses, management of the Company believes the financial information presented in this report is materially correct and in accordance with Generally Accepted Accounting Principles.

 

 

PART II - Other Information

 

ITEM 1 – LEGAL PROCEEDINGS

 

None.

 

ITEM 1a – RISK FACTORS

 

The Company’s main assets are investments in non-marketable securities of TangoMe, Inc., and marketable securities of Salon Media Group, Inc, Truett-Hurst, Inc., and FlexiInternational Software Inc. There can be no assurance that a market will continue to exist for these investments.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFTY DISCLOSURES

 

None.

 

ITEM 5 – OTHER INFORMATION

 

None.

 

 

ITEM 6 - EXHIBITS

 

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 XBRL Instance

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation

101.DEF XBRL Taxonomy Extension Definition

101.LAB XBRL Taxonomy Extension Labels

101.PRE XBRL Taxonomy Extension Presentation

 

 

SIGNATURES

 

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-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	IRONSTONE GROUP, INC. a Delaware corporation
Date: November 14, 2014
	By:	/s/ William R. Hambrecht
		William R. Hambrecht
		Chief Executive Officer

 

 

 

 

 

 

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