Stockholders' Equity | 5. STOCKHOLDERS’ EQUITY: Common Stock: The Company is authorized to issue 100,000,000 shares of common stock, $.0001 par value per share. As of September 30, 2019, and December 31, 2018, the Company had a total of 13,537,856 and 13,569,664 shares issued and outstanding, respectively. Preferred Stock: The Company is authorized to issue 10,000,000 shares of preferred stock, $.0001 par value per share. Voting and other rights and preferences may be determined from time to time by the Board of Directors (the “Board”) of the Company. The Company has designated 500,000 shares of preferred stock as Series A preferred stock, $.0001 par value per share. In addition, the Company has designated 6,500,000 shares of preferred stock as Series B preferred stock, $.0001 par value per share. There are no voting rights associated with the Series B preferred stock. There was no Series A preferred stock or Series B preferred stock outstanding as of September 30, 2019, or December 31, 2018. Dividend Distributions: The following table presents dividends declared by the Company on its common stock during the nine months ended September 30, 2019: Declaration Record Payment Dividend Date Date Date Per Share March 18, 2019 March 31, 2019 April 12, 2019 $ 0.09 (1) March 18, 2019 March 31, 2019 April 15, 2019 $ 0.10 June 5, 2019 June 30, 2019 July 12, 2019 $ 0.10 August 6, 2019 September 30, 2019 October 11, 2019 $ 0.10 (1) This represents a 2018 supplemental dividend. The cash flows from operations were sufficient to pay the dividends declared and paid to date in 2019. Purchase of Securities: Share Redemption Program On November 8, 2016, the Board approved a share redemption program (the “Program”) authorizing redemption of the Company’s shares of common stock (the “Shares”), subject to certain conditions and limitations. The following is a summary of terms and provisions of the Program: • the Company will redeem the Shares on a semi-annual basis (each redemption period ending on May 31 st th • the Program will be open to all stockholders (other than current directors, officers and employees, subject to certain exceptions), indefinitely with no specific end date (although the Board may choose to amend, suspend or terminate the Program at any time by providing 30 days’ advance notice to stockholders). • stockholders can tender their Shares for redemption at any time during the period in which the Program is open; stockholders can also withdraw tendered Shares at any time prior to 10 days before the end of the applicable semi-annual period. • if the annual volume limitation is reached in any given semi-annual period or the Company determines to redeem fewer Shares than have been submitted for redemption in any particular semi-annual period due to the insufficiency of funds, the Company will redeem Shares on a pro rata • the redemption price for the Shares will be paid in cash no later than 3 business days following the last calendar day of the applicable semi-annual period. • the Program will be terminated if the Shares are listed on a national securities exchange or included for quotation in a national securities market, or in the event a secondary market for the Shares develops or if the Company merges with a listed company. • the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, will act as the redemption agent in connection with the Program. Pursuant to the Program, on December 5, 2017, the Company redeemed 79,681 Shares at a redemption price of $12.55 per Share, for aggregate consideration of $999,996.55. Pursuant to the Program, on June 5, 2018, the Company redeemed 77,399 Shares at a redemption price of $12.92 per Share, for aggregate consideration of $999,995.08. Pursuant to the Program, on June 5, 2019, the Company redeemed 73,637 Shares at a redemption price of $13.58 per Share, for aggregate consideration of $999,990.46. The Company received redemption requests during each of 2017, 2018 and 2019 exceeding the Program’s $1 million per year limit. As a result, the Company was unable to purchase all Shares presented for redemption. The Company honored the requests it received on a pro rata basis in accordance with the policy on priority of redemptions set forth in the Program, subject to giving certain priorities in accordance with the Program. The Company treats any unsatisfied portions of redemption requests as requests for redemption in the next semi-annual period. Redemptions under the Program are limited to an aggregate of $1 million during any calendar year. Because this limit was met for the 2019 calendar year when the Company redeemed shares on June 5, 2019, the Company will not redeem any shares for the current semi-annual period running from June 1, 2019 to November 30, 2019. The Company will resume redemptions under the Program for the semi-annual period running from December 1, 2019 to May 31, 2020. Any unsatisfied portions of redemption requests received during the most recently completed semi-annual period and any redemption requests received during the current semi-annual period will be treated as requests for redemption for the semi-annual period running from December 1, 2019 to May 31, 2020, unless such requests are withdrawn in accordance with the terms of the Program. On March 19, 2019, the Company received its annual valuation as of December 31, 2018. The annual valuation resulted in an adjustment to the redemption price under the Program from $12.92 to $13.58 per share. The Company has filed a Current Report on Form 8-K with the SEC on March 22, 2019, and mailed to its stockholders an announcement of the redemption price adjustment. The redemption price of $13.58 per share will be effective until such time as the Board determines a new estimated per share Net Asset Value (“NAV”). Our stockholders are permitted to withdraw any redemption requests upon written notice to us at any time prior to ten (10) days before the end of the applicable semi-annual period. Tender Offers: On January 22, 2018, MacKenzie Realty Capital, Inc. and MacKenzie NY Real Estate 2 Corp. commenced a tender offer to purchase up to 750,000 shares of the Company’s common stock, par value $0.0001 per share, for cash at a purchase price equal to $6.50 per share. The offer and withdrawal rights expired at 11:59 p.m., Pacific Time, on March 2, 2018. No shares were tendered pursuant to the tender offer. On January 26, 2018, the Company commenced a self-tender offer to purchase up to 750,000 shares of the Company’s common stock, par value $0.0001 per share, for cash at a purchase price equal to $7.00 per share. The offer and withdrawal rights expired at 12:00 midnight, New York City Time, on March 5, 2018. The Program was temporarily suspended during this offer as required by SEC rules. No repurchases of shares were made under the Program during the offer and for ten (10) business days thereafter. Pursuant to the self-tender offer, 5,000 shares were tendered and the Company purchased these shares for $35,000 on March 8, 2018. The suspension of the Program was terminated on March 20, 2018 and thereafter the Company recommenced purchases under the Program. On February 15, 2019, MacKenzie Badger Acquisition Co. 4, LLC, MPF DeWaay Premier Fund 3, LLC, MPF Northstar Fund, LP, MPF Northstar Fund 2, LP and Mackenzie Capital Management, LP commenced a tender offer to purchase up to 100,000 shares of the Company’s common stock, par value $0.0001 per share, for cash at a purchase price equal to $7.00 per share. The offer and withdrawal rights expired at 11:59 p.m., Pacific Time, on March 22, 2019. No shares were tendered pursuant to the tender offer. On February 15, 2019, the Company commenced a self-tender offer to purchase up to 100,000 shares of the Company’s common stock, par value $0.0001 per share, for cash at a purchase price equal to $8.50 per share. The offer and withdrawal rights expired at 12:00 midnight, New York City Time, on April 5, 2019. The Program was temporarily suspended during this offer as required by SEC rules. No repurchases were made under the Program during the offer and for ten (10) business days thereafter. Pursuant to the self-tender offer, 37,910 shares were tendered and the Company purchased these shares for $322,235 on April 9, 2019. The suspension of the Program was terminated on April 22, 2019, and thereafter the Company recommenced purchases under the Program. Stock Based Compensation: The Company had a 2007 Incentive Award Plan (the “2007 Plan”) that had the intended purpose of furthering the growth, development, and financial success of the Company and obtaining and retaining the services of those individuals considered essential to the long-term success of the Company. The 2007 Plan provided for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may have been awarded under the 2007 Plan was 1,000,000 shares. The 2007 Plan expired by its terms on June 11, 2017. The 2017 Incentive Award Plan (the “2017 Plan”) was adopted by the Board and effective on April 24, 2017, subject to the approval of the Company’s stockholders, which was obtained on June 8, 2017. The 2017 Plan has the intended purpose of furthering the growth, development, and financial success of the Company and obtaining and retaining the services of those individuals considered essential to the long-term success of the Company. The 2017 Plan provides for awards in the form of stock, stock units, incentive stock options, non-qualified stock options and stock appreciation rights. The aggregate number of shares of common stock which may be awarded under the 2017 Plan is 2,000,000 shares. As of September 30, 2019, the Company had 1,862,323 shares available for future issuance under the 2017 Plan. Dividends paid on restricted shares are recorded as dividends on shares of the Company’s common stock whether or not they are vested. In accordance with ASC 718-10-35, the Company measures the compensation costs for these shares as of the date of the grant and the expense is recognized in earnings at the grant date (for the portion that vest immediately) and then ratably over the respective vesting periods. On February 7, 2008, 55,000 options were granted to non-employee directors which vested immediately and 200,000 options were granted to key officers of the Company which had a three-year vesting period. On June 9, 2011, the Company granted 10,000 options to a non-employee director which vested immediately. In 2017, the 200,000 options granted to key officers of the Company were exercised. The 55,000 options granted to non-employee directors expired in 2018. On November 8, 2016, 200,000 non-qualified stock options were granted to key officers of the Company and had a three-year vesting period. For this grant, the exercise price was $10.40 per share and was equal to the value per share based upon a valuation of the shares conducted by an independent third party for the purpose of valuing shares of the Company’s common stock. The fair value of these stock options was based upon the Black-Scholes option pricing model, calculated at the grant date. All options expire ten years from the date of grant. For both the nine months ended September 30, 2019 and 2018, the stock compensation expense relating to these stock options was approximately $82,000. The following table presents shares issued by the Company under the 2007 Plan and the 2017 Plan: Shares Issued Under the 2007 Plan Grant Total Value Approximate Date Shares Issued Per Share Value of Shares Vesting Period April 30, 2012 55,149 $ 6.80 $ 375,000 3 Years (2) June 7, 2012 5,884 $ 6.80 $ 40,000 Immediately (1) March 21, 2013 46,876 $ 6.40 $ 300,000 3 Years (2) March 21, 2013 3,126 $ 6.40 $ 20,000 Immediately (1) June 6, 2013 9,378 $ 6.40 $ 60,000 Immediately (1) June 4, 2014 44,704 $ 6.80 $ 304,000 5 years (2) June 19, 2014 8,820 $ 6.80 $ 60,000 Immediately (1) March 26, 2015 43,010 $ 9.30 $ 400,000 5 years (2) June 19, 2015 16,436 $ 10.65 $ 175,000 Immediately (1) March 24, 2016 47,043 $ 10.40 $ 489,000 5 years (2) June 9, 2016 14,424 $ 10.40 $ 150,000 Immediately (1) May 22, 2017 34,482 $ 11.60 $ 400,000 9 years (2) May 31, 2017 7,929 $ 11.60 $ 92,000 Immediately (3) June 8, 2017 15,516 $ 11.60 $ 180,000 Immediately (1) Shares Issued Under the 2017 Plan Grant Total Value Approximate Date Shares Issued Per Share Value of Shares Vesting Period June 7, 2018 42,918 $ 11.65 $ 500,000 9 Years (2) June 7, 2018 15,020 $ 11.65 $ 175,000 Immediately (1) June 5, 2019 64,654 $ 11.60 $ 750,000 9 Years (2) June 5, 2019 15,085 $ 11.60 $ 175,000 Immediately (1) (1) Shares issued to non-management members of the Board of Directors. (2) Shares issued to certain executives of the Company. (3) Shares issued to current and former executives of the Company in connection with the exercise of previously issued options. The Board of Directors has determined the value of a share of common stock to be $11.60 based on a valuation completed on March 20, 2019, with the assistance of an independent third-party for the purpose of valuing shares of the Company’s common stock pursuant to the 2017 Plan. This value is not necessarily indicative of the fair market value of a share of the Company’s common stock. For the nine months ended September 30, 2019 and 2018, the Company’s total stock compensation expense was approximately $634,000 and $581,000, respectively. As of September 30, 2019, there was approximately $919,000 of unamortized stock compensation related to restricted stock. That cost is expected to be recognized over a weighted average period of 2.5 years. As of September 30, 2019, there were 210,000 stock options that are outstanding, 143,332 of which are exercisable, and 580,464 shares of restricted stock are outstanding, of which 500,906 are vested. The following is a summary of restricted stock activity: Weighted Average Grant Date Fair Shares Value Non-vested shares outstanding as of December 31, 2018 48,135 $ 11.35 New shares issued through September 30, 2019 79,739 $ 11.60 Vested (48,316 ) $ 11.46 Non-vested shares outstanding as of September 30, 2019 79,558 $ 11.55 The following is a vesting schedule of the non-vested shares of restricted stock outstanding as of September 30, 2019: Number of Shares Remainder of 2019 7,252 2020 22,478 2021 15,368 2022 11,389 2023 8,571 2024 6,266 Thereafter 8,234 Total Non-vested Shares 79,558 |