XML 23 R13.htm IDEA: XBRL DOCUMENT v3.19.1
NOTE G - SERIES A CONVERTIBLE PREFERRED STOCK
12 Months Ended
Dec. 31, 2018
Notes  
NOTE G - SERIES A CONVERTIBLE PREFERRED STOCK

NOTE G — SERIES A CONVERTIBLE PREFERRED STOCK

 

On March 9, 2019, the Company’s board of directors made the determination that it was in the best interest of the Company and its shareholders to conserve the Company’s working capital at this time and not make the annual dividend payment for the year ending December 31, 2018, on its Series A convertible preferred stock (the “Series A”). The Company has never made an annual dividend payment on its Series A.

 

The holders of shares of the Series A are entitled to receive, when and as declared by the Company’s board of directors, dividends in cash in the amount of one cent per share per annum through December 31, 2016, five cents per share per annum through December 31, 2017, six cents per share per annum through December 31, 2018, seven cents per share per annum through December 31, 2019, eight cents per share per annum through December 31, 2020, nine cents per share per annum through December 31, 2021, ten cents per share per annum through December 31, 2022, eleven cents per share per annum through December 31, 2023, and twelve cents per share per annum thereafter, payable within 90 days following the 31st day of December each year on such date as determined by the board of directors. The dividends are cumulative and beginning January 1, 2017, the board of directors of the Company may elect to make any required dividend payment with the Company’s unregistered common stock in lieu of cash.  

 

Due to the unstated dividend cost arising from the gradually increasing dividends on the Series A, the Company calculated a discount on the Series A at the time of issuance as the present value of the difference between (i) the dividends that are payable in the periods preceding commencement of the perpetual twelve cents per share per annum dividend; and (ii) the perpetual twelve cents per share per annum dividend for a corresponding number of periods; discounted at a market rate of 12% totaling $309,337.  The Series A was valued at the market price on the respective date of issuance for a total value of $672,472.  The discount will be amortized over the periods preceding commencement of the perpetual dividend, by charging imputed dividend cost against retained earnings and increasing the carrying amount of the Series A by a corresponding amount.  The discount amortization for the years ended December 31, 2018 and 2017 was $20,174 and $26,899, respectively.  The discount amortization per share for the years 2018 and 2017 was $0.03 and $0.04, respectively. As of December 31, 2018, the aggregate outstanding accumulated arrearages of cumulative dividend was $109,013 or if issued in common shares, 3,028,143 shares.

 

The Series A was originally issued as non-voting and provided that in the event that the Company failed, for any reason, to make a dividend payment as set forth above, then each share of the Series A shall thereafter be entitled to two votes upon any matter that the holders of the common stock of the Company are entitled to vote upon.  Since the Series A issuance in 2013, , the Company’s board of directors determined annually that it was in the best interest of the Company and its shareholders to conserve the Company’s working capital and has not make the annual dividend payment.  As a result, each share of the Series A became is entitled to two votes upon any matter that the holders of the common stock of the Company are entitled to vote upon. As of December 31, 2018, there were  987,102 shares of Series A outstanding with voting power representing .12.66% of the total voting power of the Company’s outstanding stock.

 

The Series A may be redeemed at the option of the Company’s board of directors for one dollar per share plus all accrued and unpaid dividends thereon at the date of redemption.  In addition, at any time after a change of control of the Company, the holders of the Series A shall have the right, at the election of a majority of the holders, to require the Company to redeem all of the Series A for one dollar per share plus all accrued and unpaid dividends thereon at the date of redemption.

 

The Series A has a liquidation preference of one dollar per share plus all accrued and unpaid dividends thereon in the event of liquidation, dissolution or winding up of the Company.

 

The Company analyzed the embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option should be classified as equity.

 

The Company analyzed the conversion option for beneficial conversion features consideration under ASC 470-20 “Convertible Securities with Beneficial Conversion Features” and noted none.