Stockholders Equity

3 Months Ended

Sep. 30, 2020

PaymentOnCapitalLease

Stockholders' Deficit

Note 9. Stockholders’ Equity

Stock Option Plans: On March 8, 2006, Lightning Poker adopted an equity incentive plan to enable Lightning Poker to offer key employees, consultants and directors equity interests in Lightning Poker, thereby helping to attract, retain and motivate such persons to exercise their best efforts on behalf of

Lightning Poker. After the Merger, the options previously granted by Lightning Poker were exchanged for options to buy the Company's stock under the Company's 2007 Equity Incentive Plan (the "2007 Plan") having substantially the same terms. The options were granted at the discretion of the Board of Directors and the maximum aggregate number of shares issuable under the Stock Plan was 2,500,000. The purchase price of each option was determined by the Board of Directors at the time the option was granted, but in no event less than 100% of the fair market value of the common stock at the time of grant. Options previously granted will not be exercisable after 10 years from the grant date and under the terms of the plan, no awards may be granted after October 16, 2017. Options generally vested at 20% per year starting from the grant date and are fully vested after five years. The options can be exercised in partial or full amounts upon a change in control and at such other times as specified in the award agreements.

In order to provide an incentive to designated employees, officers, directors, consultants, independent contractors and other service providers who perform services contributing to the growth of the Company, and by aligning the interests of participants with the interests of stockholders, the Board declared it advisable and in the Company’s best interest and on May 25, 2016, approved the 2016 Stock Option Plan (the “2016 Plan”). The 2016 Plan permits the granting of nonqualified stock options. The shares underlying the options will be shares of the Company’s nonvoting common stock, par value $0.001 per share, and the total aggregate number of shares that may be issued under the 2016 Plan is 5,700,000 shares. The purchase price of each option will be determined by the Board at the time the option is granted, but in no event will be less than 100% of the fair market value of the common stock at the time of grant. Options granted will not be exercisable after 10 years from the grant date.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based upon publicly traded companies with characteristics similar to those of the Company. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

A summary of option transactions in 2020 under the 2007 Plan is as follows:

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2019		5,000		$	2.00
Options granted		—			—
Options exercised		—			—
Options cancelled		(5,000	)		(2.00	)
Options outstanding at September 30, 2020		—		$	—

There are no awards available for grant remaining under the 2007 Plan and all awards have expired.

On March 8, 2017, the Board of Directors approved by unanimous written consent, the authorization to grant to employees with at least one year of service, non-qualified stock options to purchase shares of nonvoting common stock of the Company under its 2016 Plan. The options were issued at an exercise price of $.28 per share and vest ratably over five years. The options are subject to the terms and conditions of the 2016 Plan and each individual’s stock option agreement.

On November 30, 2018, the Board of Directors, based on current valuation information available, authorized the reduction of the option exercise price to $.13 per share which was determined to be the market price of the Company’s stock on that date. The Company calculated the incremental fair value by calculating the fair value of the options immediately before and immediately after the modification. The fair value of the options immediately before the repricing is based on assumptions (e.g., volatility, expected term, etc.) reflecting the current facts and circumstances on the modification date and therefore, differs from the fair value calculated on the grant date.

A summary of option transactions in 2020 under the 2016 Plan is as follows:

	Shares		Weighted Average Exercise Price
Outstanding at December 31, 2019		3,925,000	$	0.13
Options granted		—		—
Options exercised		—		—
Options cancelled		—		—
Options outstanding at September 30, 2020		3,925,000	$	0.13
Options available for grant under the 2016 Plan at September 30, 2020		1,775,000

Stock-based compensation expense is recognized in the consolidated Statements of Operations based on awards ultimately expected to vest and may be reduced for estimated forfeitures. Additional compensation expense arising from the modification of the exercise price is being recognized over the vesting period.

Compensation expense related to stock options for the three months ended September 30, 2020 and 2019 was $15,727 and $16,128, respectively. Compensation expense related to stock options for the nine months ended September 30, 2020 and 2019 was $47,308 and $48,481, respectively.

The following table summarizes information with respect to stock options outstanding at September 30, 2020:

	Options Outstanding				Vested Options
		Weighted
		Average	Weighted			Weighted	Weighted
		Remaining	Average	Aggregate		Average	Average	Aggregate
		Contractual	Exercise	Intrinsic		Contractual	Exercise	Intrinsic
	Number	Life (Years)	Price	Value	Number	Term (Years)	Price	Value
2007 Plan	0	0.0	$-0-	-	0	0.0	$-0-	-
2016 Plan	3,925,000	6.5	$0.13	-	2,325,000	6.4	$0.13	-

The following table summarizes information with respect to stock options outstanding at December 31, 2019:

	Options Outstanding				Vested Options
		Weighted
		Average	Weighted			Weighted	Weighted
		Remaining	Average	Aggregate		Average	Average	Aggregate
		Contractual	Exercise	Intrinsic		Contractual	Exercise	Intrinsic
	Number	Life (Years)	Price	Value	Number	Term (Years)	Price	Value
2007 Plan	5,000	0.6	$2.00	-	5,000	0.6	$2.00	-
2016 Plan	3,925,000	7.2	$0.13	-	1,540,000	7.2	$0.13	-

As of September 30, 2020, all compensation costs related to share-based compensation arrangements granted under the 2007 Plan had been fully recognized. As of September 30, 2020, there was approximately $90,256 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2016 Plan. The cost is expected to be recognized over a weighted-average period of 1.4 years at an estimated forfeiture rate of 0% for executives and 20% for non-executives.

Warrants: On November 27, 2019 in connection with the Loan obtained by the Company, the Company issued to PDS Gaming a Warrant entitling the Lender to purchase up to 7,000,000 shares of (voting) common stock of the Company at an exercise price of $.05 per share, expiring 120 months* after the issue date. The Warrant cannot be exercised until PDS Gaming is licensed in all of the Company’s gaming jurisdictions and cannot be exercised in a cashless exercise within the first six months following issuance.

*The “Expiration Date” was initially defined under the Warrant as 36 months. The Warrant was revoked, amended and resissued on December 27, 2019 and defined the Expiration Date as 119 months from date of issuance of the amended Warrant, which was the original intent between the Company and the Lender.

The Warrant contains a put feature providing the right to the holder, i.e. the Lender, for a net cash settlement in the event of a fundamental transaction which is defined under the Warrant as a sale of all of the stock, voting stock, or all, or substantially all, of the assets of the Company. Under such a transaction, the holder can require the Company to purchase any unexercised shares under the Warrant at the pro-rata share of the sales price or calculated value less the exercise price of the Warrant share.

The fair value of the warrant is estimated using the Black-Scholes pricing model and is recognized as a liability in the accompanying consolidated condensed Balance Sheets. The following assumptions were used to determine the fair value of the Warrant at September 30, 2020 and December 31, 2019:

	September 30, 2020			December 31, 2019
Stock price	$	0.01		$	0.14
Exercise price	$	0.05		$	0.05
Weighted average volatility		66.7	%		44.8	%
Expected dividend yield		—			—
Expected term (in years)		9.2			10.0
Weighted average risk free interest rate		0.7	%		1.8	%

There currently is no public market for the Company’s stock price. The valuation of the Company was determined by utilizing a formula of six (6) times the Company’s Earnings Before Interest Taxes, Depreciation and Amortization (“EBITDA”) for the prior twelve (12) month period minus all outstanding debt of the Company plus all cash and cash equivalents owned by the Company which is defined in the Warrant agreement as the Calculated Value (“CV”) of the Company. Volatility is based on the average stock price of comparable public companies in the industry.

The pandemic COVID-19 has had a significant impact on the operating results of the Company and the stock prices of the comparable public companies, and the CV of the Company reflects that impact at the September 30, 2020 measurement date. The percentage decrease in the stock prices in the comparable public companies used as the basis for volatility was approximately 24% for the nine months ending September 30, 2020. Based on the reductions in stock price of the comparable public companies and the significant impact to the Company’s revenues from COVID-19, the CV resulted in a $.01 price per share which was used in the Black Scholes model to determine fair value of the Warrant at September 30, 2020.

The following table reconciles the change in the fair value of the warrant liability classified as Level 3 in the fair value hierarchy:

	Warrant Liability
Balance at December 31, 2019	$	779,901
Net change in fair value		(425,475	)
Balance at March 31, 2020		354,426
Net change in fair value		(59,759	)
Balance at June 30, 2020		294,667
Net change in fair value		(245,708	)
Balance at September 30, 2020	$	48,959

The following table is a summary of the Warrant activity for the nine months ended September 30, 2020:

	Shares		Weighted Average Exercise Price
Warrants at December 31, 2019		7,000,000	$	0.05
Warrants granted		—		—
Warrants exercised		—		—
Warrants cancelled		—		—
Warrants at September 30, 2020		7,000,000	$	0.05
Warrants exercisable at September 30, 2020		7,000,000

The following table summarizes information with respect to the Warrant outstanding at September 30, 2020:

Warrant Outstanding
	Weighted
	Average	Weighted
	Remaining	Average	Aggregate
	Contractual	Exercise	Intrinsic
Shares	Life (Years)	Price	Value
7,000,000	9.2	$0.05	-

The following table summarizes information with respect to the Warrant outstanding at December 31, 2019:

Warrant Outstanding
	Weighted
	Average	Weighted
	Remaining	Average	Aggregate
	Contractual	Exercise	Intrinsic
Shares	Life (Years)	Price	Value
7,000,000	9.9	$0.05	-

In computing earnings per share, the Company's Nonvoting Stock is considered a participating security. Each share of Nonvoting Stock has identical rights, powers, limitations and restrictions in all respects as each share of common stock of the Company including the right to receive the same consideration per share payable in respect of each share of common stock, except that holders of Nonvoting Stock shall have no voting rights or powers whatsoever.

The following table summarizes the number of dilutive shares outstanding for each of the periods presented which may dilute future earnings per share, and is included in the calculation of diluted earnings per share on the consolidated Statements of Operations:

	September 30, 2020		September 30, 2019
Common Stock		7,000,000		5,000
Nonvoting Common Stock		3,925,000		4,040,000

The following table reconciles the changes in stockholder’s equity for the three and nine months ended September 30, 2020:

	Common Stock				Nonvoting Common Stock				Additional Paid In		Accumulated			Treasury Stock
	Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			Total
Balances at December 31, 2019		4,916,285	$	4,917		33,300,000	$	33,300	$	30,532,427	$	(28,548,833	)		266,902	$	(20,811	)	$	2,001,000
Net income		—		—		—		—		—		404,023			—		—			404,023
Stock based compensation		—		—		—		—		15,855		—			—		—			15,855
Balances at March 31, 2020		4,916,285		4,917		33,300,000		33,300		30,548,282		(28,144,810	)		266,902		(20,811	)		2,420,878
Net loss		—		—		—		—		—		(488,519	)		—		—			(488,519	)
Stock based compensation		—		—		—		—		15,726		—			—		—			15,726
Balances at June 30, 2020		4,916,285		4,917		33,300,000		33,300		30,564,008	$	(28,633,329	)		266,902		(20,811	)		1,948,085
Net loss		—		—		—		—		—		(243,672	)		—		—			(243,672	)
Stock based compensation		—		—		—		—		15,727		—			—		—			15,727
Balances at September 30, 2020		4,916,285	$	4,917		33,300,000	$	33,300	$	30,579,735	$	(28,877,001	)		266,902	$	(20,811	)	$	1,720,140

The following table reconciles the changes in stockholder’s equity for the three and nine months ended September 30, 2019:

	Common Stock				Nonvoting Common Stock				Additional Paid In		Accumulated			Treasury Stock
	Shares		Amount		Shares		Amount		Capital		Deficit			Shares		Amount			Total
Balances at December 31, 2018		4,916,285	$	4,917		33,300,000	$	33,300	$	30,467,906	$	(28,835,250	)		266,902	$	(20,811	)	$	1,650,062
Net income		—		—		—		—		—		204,253			—		—			204,253
Stock based compensation		—		—		—		—		16,226		—			—		—			16,226
Balances at March 31, 2019		4,916,285		4,917		33,300,000		33,300		30,484,132	$	(28,630,997	)		266,902		(20,811	)		1,870,541
Net income		—		—		—		—		—		224,461			—		—			224,461
Stock based compensation		—		—		—		—		16,128		—			—		—			16,128
Balances at June 30, 2019		4,916,285		4,917		33,300,000		33,300		30,500,260		(28,406,536	)		266,902		(20,811	)		2,111,130
Net income		—		—		—		—		—		304,772			—		—			304,772
Stock based compensation		—		—		—		—		16,128		—			—		—			16,128
Balances at September 30, 2019		4,916,285	$	4,917		33,300,000	$	33,300	$	30,516,388	$	(28,101,764	)		266,902	$	(20,811	)	$	2,432,030