Note 9 - Related Party Relations and Transactions

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note

9.

Related Party Relations and Transactions

Gary O. Marino, the Company’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, Mr. Donald Denbo and Mr. Bennett Marks, members of the Company's board of directors, Mr. Joseph Bencivenga, a member of the Company’s board of directors and the Company’s President and Chief Executive Officer, and Ms. Patricia Sheridan, the Company’s Chief Financial Officer, also hold membership interests in BEP.

On

July 27, 2016,

the Company entered into a Demand Note and Loan Agreement (the “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 represented 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 was payable upon demand. BEP is committed to making 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.

In

October 2019,

BEP agreed to extend the New Note to

April 2021

in exchange for an extension fee of

$18,873.

The Note remains available to the Company to draw upon and the balance as of the date of this report due under the New Note is

$0

as of

September 30, 2019

and

December 31, 2018.

On

September 13, 2018,

the Company entered into an office lease and administrative support agreement (the

“2018

Lease Agreement”) with BEP. The

2018

Lease Agreement has a month-to-month term commencing on

September 1, 2018.

The

2018

Lease 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

$5,000

a month. The

2018

Lease Agreement replaces the

June 8, 2017

office lease and administrative support agreement between the Company and BEP. Total expense incurred under these agreements amounted to

$45,000

and

$90,000

for the

nine

months ended

September 30, 2019

and

2018,

respectively.

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 billed back IRP for compensation and expenses in the amount of

$125,090

for the year ended

December 31, 2018

of which

$39,375

 related to compensation and expenses for the

nine

months ended

September 30, 2018.   

The Company’s directors have

not

received cash compensation for their services in

2019

 or

2018

 but were compensated with stock options. See Note

8

Stock-Based Compensation for further discussion.

As of

December 31, 2018

and

September 30, 2019,

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

475,314

shares owned by Marino Family Holdings LLC which is controlled by our chairman, Gary O. Marino.

79,703

shares are held by the Marino Family Dynasty Trust.