Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 11, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | PARAGON REAL ESTATE EQUITY & INVESTMENT TRUST | ||
Entity Central Index Key | 928953 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $421,896 | ||
Entity Common Stock, Shares Outstanding | 405,096 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Cash | $10,726 | $9,643 |
Marketable securities | 19,378 | 77,374 |
Other assets | 9,953 | 8,826 |
Total Assets | 40,057 | 95,843 |
Liabilities: | ||
Accounts payable and accrued expenses | 2,517 | 833 |
Total liabilities | 2,517 | 833 |
Commitments and Contingencies | ||
Shareholders' equity: | ||
Common Shares - $0.01 par value, 100,000,000 authorized: 443,226 shares issued and 405,096 outstanding. | 4,051 | 4,051 |
Additional paid-in capital | 28,146,971 | 28,146,971 |
Accumulated deficit | -27,317,774 | -27,260,304 |
Treasury stock, at cost, 38,130 shares | -800,735 | -800,735 |
Total shareholders' equity | 37,540 | 95,010 |
Total Liabilities and Shareholders' Equity | 40,057 | 95,843 |
Redeemable Convertible Series A Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred shares value | 2,583 | 2,583 |
Redeemable Convertible Series C Preferred Stock [Member] | ||
Shareholders' equity: | ||
Preferred shares value | $2,444 | $2,444 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 443,226 | 443,226 |
Common stock, shares outstanding | 405,096 | 405,096 |
Treasury stock, at cost, shares | 38,130 | 38,130 |
Redeemable Convertible Series A Preferred Stock [Member] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 258,236 | 258,236 |
Preferred stock, shares outstanding | 258,236 | 258,236 |
Preferred stock, liquidation preference | $10 | $10 |
Redeemable Convertible Series C Preferred Stock [Member] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 244,444 | 244,444 |
Preferred stock, shares outstanding | 244,444 | 244,444 |
Preferred stock, liquidation preference | $10 | $10 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Net Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | ||
Interest/dividend income | $4 | $454 |
Total revenues | 4 | 454 |
Expenses | ||
General and administrative | 57,474 | 56,882 |
Total expenses | 57,474 | 56,882 |
Income (loss) from operations | -57,470 | -56,428 |
Gain (loss) on sale of marketable securities | 2,773 | |
Net income (loss) attributable to Common Shareholders | -57,470 | -53,655 |
Net income (loss) attributable to Common Shareholders per Common Share: Basic and Diluted | ($0.14) | ($0.13) |
Weighted average number of Common Shares outstanding: Basic and Diluted | 405,096 | 405,096 |
Net comprehensive income (loss): | ||
Net income (loss) | -57,470 | -53,655 |
Other net comprehensive income (loss): | ||
Reclassification adjustment for realized (gain) loss on sale of marketable securities | -2,773 | |
Unrealized gain (loss) on marketable securities | 7,794 | |
Net comprehensive income (loss) | ($57,470) | ($48,634) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Equity (USD $) | Class A Preferred Shares [Member] | Class C Preferred Shares [Member] | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income, Net Unrealized Gain (Loss) on Marketable Securities [Member] | Accumulated Deficit [Member] | Cost Of Shares Held In Treasury [Member] | Total |
Balance at Dec. 31, 2012 | $2,583 | $2,444 | $4,051 | $28,146,971 | ($5,021) | ($27,206,649) | ($800,735) | $143,644 |
Unrealized gain (loss) on marketable securities | 7,794 | 7,794 | ||||||
Reclassification adjustment for realized (gain) loss on sale of marketable securities | -2,773 | -2,773 | ||||||
Net income (loss) | -53,655 | -53,655 | ||||||
Balance at Dec. 31, 2013 | 2,583 | 2,444 | 4,051 | 28,146,971 | 0 | -27,260,304 | -800,735 | 95,010 |
Unrealized gain (loss) on marketable securities | ||||||||
Reclassification adjustment for realized (gain) loss on sale of marketable securities | ||||||||
Net income (loss) | -57,470 | -57,470 | ||||||
Balance at Dec. 31, 2014 | $2,583 | $2,444 | $4,051 | $28,146,971 | $0 | ($27,317,774) | ($800,735) | $37,540 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net income (loss) | ($57,470) | ($53,655) |
Adjustments to reconcile net income (loss) to net cash used in continuing operations: | ||
(Gain) loss on sale of marketable securities | -2,773 | |
Net change in assets and liabilities: | ||
Other assets | -1,127 | -665 |
Accounts payable and accrued expenses | 1,684 | -967 |
Net cash from (used in) continuing operations | -56,913 | -58,060 |
Cash flows from investing activities: | ||
Cash used for the purchase of marketable securities | -4 | -23,975 |
Proceeds from the sale of marketable securities | 58,000 | 76,341 |
Net cash from (used for) investing activities | 57,996 | 52,366 |
Cash flows from financing activities: | ||
Net cash from (used for) financing activities | ||
Net increase (decrease) in cash | 1,083 | -5,694 |
Cash | ||
Beginning of period | 9,643 | 15,337 |
End of period | $10,726 | $9,643 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization |
Paragon Real Estate Equity and Investment Trust (the “Company,” “Paragon,” “we,” “our,” or “us”) is a Maryland shell corporation primarily focused on maintaining its corporate existence and SEC reporting history to enable it, in the future, to raise additional capital and make real estate investments. Future real estate investments may include acquisition and development of retail, office, office warehouse, industrial, multifamily, hotel, other commercial properties, acquisition of or merger with a REIT or real estate operating company and joint venture investments. Excess funds are invested in cash equivalents. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation |
Consolidated Financial Statement Presentation | |
We have prepared the consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, all adjustments (consisting solely of normal recurring items) necessary for a fair presentation of our financial position as of December 31, 2014 and 2013, the results of our operations for the years ended December 31, 2014 and 2013, and of our cash flows for the years ended December 31, 2014 and 2013 have been included. | |
The Company presents its financial statements on a consolidated basis because it combines its accounts with a wholly-owned subsidiary that discontinued operations in 2002. All significant inter-company balances are eliminated in the consolidated financial statements. | |
Going Concern | |
The financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the continued operations as a public company and paying liabilities in the normal course of business. The Company is being maintained as a corporate shell that is current in its SEC filings. Operations consist only of investments on a temporary basis in publicly traded real estate companies and cash equivalents while management and the board evaluate real estate opportunities to put into the Company or decide to sell the entity to a party that needs a public shell. | |
At December 31, 2014, our cash in the operating account was $10,726. The increase in cash during 2014 was $1,083. We made redemptions from a money market investment account for a net total of $57,996, which was used to pay expenses to keep the Company currently filed as a public company. Expenses, such as salaries and rent, have been eliminated so that the only expenses being incurred are to keep the Company current in its SEC filings, such as accounting, audit, legal, and filing fees. Our ability to continue as a going concern will be dependent upon acquiring assets to generate cash flow because marketable securities are our only revenue generating assets and will not generate enough cash flow to allow us to continue as a going concern. | |
There can be no assurance that the Company will be able to acquire an operating company, be acquired by or merge with another company, raise capital or otherwise continue to exist as a going concern. Even if our management is successful in closing a transaction, investors may not value the transaction in the same manner as we did, and investors may not value the transaction as they would value other transactions or alternatives. Failure to obtain external sources of capital and complete a transaction will materially and adversely affect the Company’s ability to continue operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies | ||||||||||||
Use of Estimates in the Preparation of Financial Statements | |||||||||||||
In order to conform with generally accepted accounting principles, management, in preparation of our consolidated financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2014 and December 31, 2013, and the reported amounts of revenues and expenses for the years ended December 31, 2014 and 2013. Actual results could differ from those estimates. Significant estimates include deferred taxes and the related valuation allowance for deferred taxes, and these significant estimates, as well as other estimates and assumptions, may change in the near term. | |||||||||||||
Investments in Equipment | |||||||||||||
Our investments in equipment assets are reported at cost. | |||||||||||||
Depreciation expense is computed using the straight-line method based on the following useful lives: | |||||||||||||
Years | |||||||||||||
Furniture, fixtures and equipment | 7-Mar | ||||||||||||
There was no depreciation expense for the year ended December 31, 2014 because the equipment assets of $5,370 are fully depreciated. | |||||||||||||
There was no depreciation expense for the year ended December 31, 2014 because the equipment assets of $5,370 are fully depreciated. | |||||||||||||
Cash | |||||||||||||
We maintain our cash in bank accounts that are federally insured. | |||||||||||||
Other Assets | |||||||||||||
As of December 31, 2014, other assets of $9,953 are prepaid expenses for director and officer liability insurance of $9,203 and $750 of prepaid SEC filing charges. | |||||||||||||
As of December 31, 2013, other assets of $8,826 are prepaid expenses for director and officer liability insurance. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenues include interest and dividends earned on cash balances and marketable securities. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company accounts for stock-based compensation in accordance with Accounting Standards Codification 718 (“ASC 718”), Compensation – Stock Compensation, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 generally requires that these transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. | |||||||||||||
Income Taxes | |||||||||||||
Because we have not elected to be taxed as a Real Estate Investment Trust (“REIT”) for federal income tax purposes, we account for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||
The Company evaluates potential uncertain tax positions on an annual basis in conjunction with the board of trustees and its tax accountants. Authoritative literature provides a two-step approach to recognize and measure tax benefits when realization of the benefits is uncertain. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The Company has no uncertain tax positions that required adjustments to our consolidated financial statements in 2014 or 2013. | |||||||||||||
At December 31, 2014, we have net operating losses totaling $2,507,000. While these losses created a deferred tax asset, a valuation allowance was applied against the asset because of the uncertainty of whether we will be able to use these loss carryovers, which will expire in varying amounts through the year 2034. Pursuant to Internal Revenue Code regulations, Paragon will be limited to using $869,000 of the prior net operating losses of $11,100,000. These same regulations also limit the amount of loss used in any one year. | |||||||||||||
We are also subject to certain state and local income, excise and franchise taxes. The provision for state and local taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance. | |||||||||||||
The Company is no longer subject to U.S. federal income tax examinations for the years before 2011 and, with few exceptions, is no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2011. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
We adopted Accounting Standards Codification 820 (“ASC 820”), Fair Value Measurements and Disclosures, as it applies to our financial instruments, and Accounting Standards Codification 825 (“ASC 825”), Financial Instruments. ASC 820 defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements. ASC 825 permits companies to irrevocably choose to measure certain financial instruments and other items at fair value. ASC 825 also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. | |||||||||||||
Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. ASC 820 establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. ASC 820 requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. | |||||||||||||
Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in our Consolidated Balance Sheets, we have elected not to record any other assets or liabilities at fair value, as permitted by ASC 825. No events occurred during 2014 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis. | |||||||||||||
The following table provides information on those assets and liabilities measured at fair value on a recurring basis. | |||||||||||||
Fair Value Measurement Using | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Marketable Securities | |||||||||||||
December 31, 2014: | |||||||||||||
Money Market Investment | $ | 19,378 | |||||||||||
December 31, 2013: | |||||||||||||
Money Market Investment | $ | 77,374 | |||||||||||
The fair value of the marketable securities is based on quoted market prices in an active market. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
Management has reviewed recently issued accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company’s consolidated financial statements. |
Marketable_Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2014 | |
Marketable Securities [Abstract] | |
Marketable Securities | Note 4 – Marketable Securities |
We did not have any investments in marketable securities as of December 31, 2014. All of the Company’s investments in marketable securities were sold during 2013 and the funds were deposited in an insured deposit account at a securities brokerage firm. During 2014, the Company transferred $58,000 from the account at the securities brokerage firm to the operating account. The interest earned on the cash balances during 2014 of $4 is shown as purchases in marketable securities. | |
The Company recognizes gain or loss on the sale of marketable securities based upon the first-in-first-out method. During the year ended December 31, 2013, the Company sold $76,341 of marketable securities having a cost basis of $73,568 and recorded a gain of $2,773. The proceeds of $76,341 were deposited into an insured deposit account at a securities brokerage firm. The Company transferred $53,000 to the operating account and the difference of $23,341 plus the dividends earned on the marketable securities and interest earned on cash balances during 2013 of $634, for a total of $23,975, are shown as purchases in marketable securities. | |
As of December 31, 2013, we had no marketable securities. We had a net unrealized gain on marketable securities during 2013 of $7,794 and a reclassification adjustment for the realized gain of $2,773 on the sale of marketable securities. As of December 31, 2013, we have no unrealized gain or loss shown in shareholders’ equity. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Shareholders' Equity | Note 5 – Shareholders’ Equity | ||||||||||||||||
Preferred Shares | |||||||||||||||||
The Company has outstanding 96,826 Class A Cumulative Convertible Preferred Shares (“Class A Preferred Shares”) that were issued to the public. The Class A Preferred Shares bear a liquidation value of $10.00 per share. The Class A Preferred Shares are convertible into 0.046 common shares subject to certain formulas. We have the right to redeem the Class A Preferred Shares. | |||||||||||||||||
Effective June 30, 2003, we issued 696,078 Class A Preferred Shares valued at approximately $2.4 million to Messrs. Mastandrea and Dee pursuant to separate restricted share agreements. Under each restricted share agreement, the restricted shares vest upon the later of the following dates: | |||||||||||||||||
● | the date our gross assets exceed $50.0 million, or | ||||||||||||||||
● | 50% of the restricted shares on March 4, 2004; 25% of the shares on March 4, 2005 and the remaining 25% of the shares on March 4, 2006. | ||||||||||||||||
In conjunction with a one-time incentive exchange offer for Class A preferred shareholders, Messrs. Mastandrea and Dee exchanged 534,668 of these restricted Class A Preferred Shares into 163,116 restricted common shares. The restrictions described above are also applicable to their common shares. The remaining 161,410 restricted Class A preferred shares held by Messrs. Mastandrea and Dee can each be converted into 0.305 restricted common shares. | |||||||||||||||||
During 2014 and 2013, no Class A Preferred Shares were converted to common shares. | |||||||||||||||||
Effective September 29, 2006, Paragon filed articles supplementary to its declaration of trust, as amended, restated and supplemented with the State Department of Assessment and Taxation of Maryland designating 300,000 Class C Convertible Preferred Shares (“Class C Preferred Shares”). The Class C Preferred Shares have voting rights equal to the number of common shares into which they are convertible. Each Class C Preferred Share is convertible into common shares by dividing by the sum of $10.00 and any accrued but unpaid dividends on the Class C Preferred Shares by the conversion price of $1.00. The Class C Preferred Shares have a liquidation preference of $10.00 per share, plus any accrued but unpaid dividends, and can be redeemed by the board of trustees at any time, with notice, at the same price per share. | |||||||||||||||||
Effective September 29, 2006, three independent trustees of Paragon signed subscription agreements to purchase 125,000 Class C Preferred Shares for an aggregate contribution of $500,000 to maintain Paragon as a corporate shell current in its SEC filings. | |||||||||||||||||
In addition, on September 29, 2006, James C. Mastandrea, President, Chief Executive Officer, and Chairman of the Board of Trustees of Paragon, signed a subscription agreement to purchase 44,444 restricted shares of Class C Convertible Preferred Shares. The consideration for the purchase was Mr. Mastandrea’s services as an officer of Paragon for the period beginning September 29, 2006 and ending September 29, 2008. The Class C Convertible Preferred Shares are subject to forfeiture and are restricted from being sold by Mr. Mastandrea until the latest to occur of a public offering by Paragon sufficient to liquidate the Class C Convertible Preferred Shares, an exchange of Paragon’s existing shares for new shares, or September 29, 2008. This agreement was amended to extend the service period and vesting period restriction dates to September 30, 2015. | |||||||||||||||||
Each of the trustees of Paragon, namely Daryl J. Carter, John J. Dee, Daniel G. DeVos, Paul T. Lambert, James C. Mastandrea and Michael T. Oliver, signed a restricted share agreement with Paragon, dated September 29, 2006, to receive a total of 12,500 restricted Class C Convertible Preferred Shares in lieu of receiving fees in cash for service as a trustee for the two years ending September 29, 2008. The restrictions on the Class C Convertible Preferred Shares were to be removed upon the latest to occur of a public offering by Paragon sufficient to liquidate the Class C Convertible Preferred Shares, an exchange of Paragon’s existing shares for new shares, or September 29, 2008. These agreements were amended to extend the service period and vesting period restriction dates to September 30, 2015. No compensation expense was recognized due to the modification as it did not increase the value of the original grant. | |||||||||||||||||
Shares Held in Treasury | |||||||||||||||||
On October 1, 2003, we completed the sale of our 92.9% general partnership interest in our four commercial properties. A portion of the proceeds from the sale was paid in 38,130 of our common shares at an average closing price for the 30 calendar days prior to June 27, 2003 of $21.00 or approximately $801,000. These shares are recorded at cost in the accompanying consolidated balance sheets under treasury shares. | |||||||||||||||||
Restricted Common Shares | |||||||||||||||||
The following table summarizes the activity of our unvested restricted common shares for the years ended December 31, 2014 and 2013: | |||||||||||||||||
Unvested Restricted Common Shares | |||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Shares | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Unvested at December 31, 2012 | 168,449 | $ | 11.44 | ||||||||||||||
Vested | — | — | |||||||||||||||
Unvested at December 31, 2013 | 168,449 | $ | 11.44 | ||||||||||||||
Vested | — | — | |||||||||||||||
Unvested at December 31, 2014 | 168,449 | $ | 11.44 | ||||||||||||||
In the above table, 163,116 restricted shares vest upon meeting performance goals as discussed under “Preferred Shares.” Since the grant date, we have determined that meeting these performance goals is not probable and no compensation expense has been recognized related to this grant. The grant date fair value of $1,847,000 would be recognized upon meeting the performance goals. The balance of 5,333 restricted shares had grant date fair values totaling $79,000, which was recognized in prior periods though the restrictions remain on the shares. | |||||||||||||||||
On June 30, 2003, our shareholders approved the issuance of additional common shares to Paragon Real Estate Development, LLC for James C. Mastandrea, our Chief Executive Officer and President, and John J. Dee, our Chief Financial Officer and Senior Vice President, to encourage them to substantially grow the asset base, net operating income, funds from operations, net value, and share value of Paragon. On September 29, 2006, Paragon amended this agreement to add each of the trustees to the agreement so that if a trustee brings a new transaction to Paragon, he would receive additional common shares of Paragon in accordance with a formula in the agreement. We will issue restricted common shares if they locate and close on our behalf future acquisition, development or re-development transactions. Any of these transactions would be subject to approval by the members of our board of trustees who are not receiving the additional common shares. The maximum number of common shares they may receive under the additional contribution agreement is limited to a total value of $26 million based on the average closing price of the common shares for 30 calendar days preceding the closing of any acquisition. The common shares will be restricted until we achieve the five-year pro forma income target for the acquisition, as approved by the board of trustees, and an increase of 5% in Paragon’s net operating income and funds from operations. The restricted shares would vest immediately upon any “shift in ownership,” as defined in the agreement. | |||||||||||||||||
Options | |||||||||||||||||
On November 16, 1998, we adopted the 1998 Share Option Plan. In 2004 the board of trustees unanimously recommended and the shareholders approved amendments to our 1998 Share Option Plan to increase the number of shares available for grant from 42,222 to 46,666 and to conform with current tax regulations (“2004 Plan”). The 2004 Plan provides for the grant of “incentive stock options,” as defined under Section 422(b) of the tax code, options that are not qualified under the tax code (referred to in this annual report as “non-statutory options”), share appreciation rights (“SARs”) and restricted share grants and performance share awards and dividend equivalents. The 2004 Plan is administered by our management, organization and compensation committee of the board. The committee has the authority, subject to approval by our board, to determine the terms of each award, to interpret the provisions of the 2004 plan and to make all other determinations for the administration of the 2004 Plan. The 2004 Plan expired in 2014; outstanding grants of shares and options remain effective until the terms of their individual agreements expire. | |||||||||||||||||
The 2004 Plan provided for the granting of share options to officers, trustees and employees at a price determined by a formula in the 2004 Plan agreement. The options are to be exercisable over a period of time determined by the 2004 Plan committee, but no longer than ten years after the grant date. Compensation resulting from the share options was initially measured at the grant date based on fair market value of the shares. | |||||||||||||||||
The assumptions made in estimating the fair value of the options on the grant date are based upon the Black-Scholes option-pricing model. There were no option grants during 2014 and 2013. | |||||||||||||||||
The following table summarizes the activity for outstanding stock options: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
(in years) | -1 | ||||||||||||||||
Balance at December 31, 2012 | 4,666 | $ | 16.39 | 1.5 | |||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Canceled/forfeited/expired | (1,333 | ) | $ | 16.5 | |||||||||||||
Balance at December 31, 2013 | 3,333 | $ | 16.35 | 1 | $ | 0 | |||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Canceled/forfeited/expired | (1,333 | ) | $ | 13.5 | |||||||||||||
Balance at December 31, 2014 | 2,000 | $ | 18.25 | 0.7 | $ | 0 | |||||||||||
Vested and exercisable as of December 31, 2014 | 2,000 | $ | 18.25 | 0.7 | $ | 0 | |||||||||||
-1 | The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Company’s estimated current fair market value at December 31, 2014. Because the weighted average exercise price exceeds fair market value at December 31, 2014, there is no aggregate intrinsic value for the options. | ||||||||||||||||
The Company did not recognize any stock-based compensation expense during the years ending December 31, 2014 and 2013. As of December 31, 2014 and December 31, 2013, there was no remaining unrecognized cost related to stock options. To the extent the forfeiture rate is different than we have anticipated, stock-based compensation related to these awards will be different from our expectations. |
Loss_Per_Share
Loss Per Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Loss per Share | Note 6 – Loss Per Share | ||||||||
The Company applies the guidance of Accounting Standards Codification 260 (“ASC 260”), Earnings Per Share (“EPS”) for all periods presented herein. Net loss per weighted average common share outstanding - basic and diluted - are computed based on the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding for the years ended December 31, 2014 and 2013 was 405,096. Common share equivalents of 2,448,892 as of December 31, 2014 and December 31, 2013 include outstanding convertible preferred shares, and stock options, and are not included in net loss per weighted average common share outstanding—diluted as they would be anti-dilutive. | |||||||||
For the year ended December 31, | |||||||||
2014 | 2013 | ||||||||
Numerator | |||||||||
Net loss attributable to Common Shareholders | $ | (57,470 | ) | $ | (53,655 | ) | |||
Denominator | |||||||||
Weighted average Common Shares outstanding at December 31, 2014 and December 31, 2013 - Basic and Diluted | 405,096 | 405,096 | |||||||
Basic and Diluted EPS | |||||||||
Net loss attributable to Common Shareholders – Basic and Diluted | $ | (0.14 | ) | $ | (0.13 | ) |
DividendsDistributions
Dividends/Distributions | 12 Months Ended |
Dec. 31, 2014 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Dividends/Distributions | Note 7 – Dividends/Distributions |
No cash distributions were declared during 2014 and 2013 with respect to the common or preferred shares. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 8 – Income Taxes | ||||||||
There was no income tax provision for the years ended December 31, 2014 and 2013. | |||||||||
For the year ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current | $ | — | $ | — | |||||
Deferred tax benefit | (23,000 | ) | (21,000 | ) | |||||
Change in valuation allowance | 23,000 | 21,000 | |||||||
Total tax provision | $ | — | $ | — | |||||
The tax provision differs from the expense that would result from applying Federal statutory rates as follows: | |||||||||
For the year ended December 31, | |||||||||
2014 | 2013 | ||||||||
Tax / (Benefit) at Federal statutory rate | $ | (20,000 | ) | $ | (18,000 | ) | |||
State income tax / (benefit), net of Federal tax effect | (3,000 | ) | (3,000 | ) | |||||
Change in valuation allowance | 23,000 | 21,000 | |||||||
Tax provision | $ | — | $ | — | |||||
Deferred tax assets and liabilities consist of the following: | |||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 1,003,000 | $ | 980,000 | |||||
Valuation allowance | (1,003,000 | ) | (980,000 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Realization of deferred tax assets is dependent upon generation of sufficient future taxable income and the effects of other loss utilization provisions. Management has determined that sufficient uncertainty exists regarding the realizability of a significant portion of the net deferred tax assets and has provided a valuation allowance of $1,003,000 and $980,000, against the net deferred tax assets of the Company as of December 31, 2014 and 2013, respectively. A valuation allowance is considered to be a significant estimate that may change in the near term. | |||||||||
At December 31, 2014, the Company had net operating loss carryovers of $2,507,000 available to be carried to future periods. Net operating loss carryovers of $1,581,000 are available for Paragon to use without any limitation or restriction imposed by tax regulations. Changes in the ownership of Paragon’s shares that occurred in 2001, 2003 and 2006 have limited the amount of net operating losses to be used to approximately $72,500 per year for another 12 years, or a total of $869,000. Prior net loss carryovers of approximately $11,100,000 cannot be used due to the limitations imposed by Section 382 of the Internal Revenue Code related to the 2001, 2003 and 2006 changes of share ownership. The loss carryovers expire as follows: | |||||||||
Year Expiring | Net Operating Loss | ||||||||
2026 | $ | 1,551,000 | |||||||
2027 | 364,000 | ||||||||
2028 | 248,000 | ||||||||
2029 | 81,000 | ||||||||
2030 | 52,000 | ||||||||
2031 | 39,000 | ||||||||
2032 | 61,000 | ||||||||
2033 | 54,000 | ||||||||
2034 | 57,000 | ||||||||
Total loss carryovers | $ | 2,507,000 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies |
Employment Agreements | |
On April 3, 2006, the board of trustees of Paragon authorized modifications to the employment agreement of James C. Mastandrea, President and Chief Executive Officer. The modification agreement allows Mr. Mastandrea to devote time to other business and personal investments while performing his duties for Paragon. The original employment agreement with Mr. Mastandrea provides for an annual salary of $60,000 effective as of March 4, 2003. The initial term of Mr. Mastandrea’s employment is for two years and may be extended for terms of one year. Mr. Mastandrea’s base annual salary may be adjusted from time to time, except that the adjustment may not be lower than the preceding year’s base salary. The employment agreement provides that Mr. Mastandrea will be entitled to base salary and bonus at the rate in effect before any termination for a period of three years in the event that his employment is terminated without cause by us or for good reason by Mr. Mastandrea. Effective September 29, 2006, in lieu of an annual salary of $100,000 and to conserve cash, Mr. Mastandrea agreed to receive 44,444 Class C Convertible Preferred Shares for his services as an officer of Paragon through September 29, 2008. This agreement was amended to extend the service period and vesting period restriction dates to September 30, 2015, though the shares were fully amortized by the original date in 2008. | |
The employment agreement with John J. Dee was also modified on April 3, 2006 in a similar way to Mr. Mastandrea’s employment agreement as explained above, except he does not receive any Class C Convertible Preferred Shares for his services as an officer of Paragon. Mr. Dee’s base annual salary may be adjusted from time to time, except that the adjustment may not be lower than the preceding year’s base salary. The employment agreement provides that Mr. Dee will be entitled to base salary and bonus at the rate in effect before any termination for a period of three years in the event that his employment is terminated without cause by us or for good reason by Mr. Dee. The board of trustees approved in 2006 for Mr. Dee to receive compensation of $125 per hour, up to a maximum of $5,000 per month, though Mr. Dee has received no cash compensation under this arrangement in order to preserve the Company’s cash. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements | ||||||||||||
In order to conform with generally accepted accounting principles, management, in preparation of our consolidated financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2014 and December 31, 2013, and the reported amounts of revenues and expenses for the years ended December 31, 2014 and 2013. Actual results could differ from those estimates. Significant estimates include deferred taxes and the related valuation allowance for deferred taxes, and these significant estimates, as well as other estimates and assumptions, may change in the near term. | |||||||||||||
Investments in Equipment | Investments in Equipment | ||||||||||||
Our investments in equipment assets are reported at cost. | |||||||||||||
Depreciation expense is computed using the straight-line method based on the following useful lives: | |||||||||||||
Years | |||||||||||||
Furniture, fixtures and equipment | 7-Mar | ||||||||||||
There was no depreciation expense for the year ended December 31, 2014 because the equipment assets of $5,370 are fully depreciated. | |||||||||||||
Cash | Cash | ||||||||||||
We maintain our cash in bank accounts that are federally insured. | |||||||||||||
Other Assets | Other Assets | ||||||||||||
As of December 31, 2014, other assets of $9,953 are prepaid expenses for director and officer liability insurance of $9,203 and $750 of prepaid SEC filing charges. | |||||||||||||
As of December 31, 2013, other assets of $8,826 are prepaid expenses for director and officer liability insurance. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Revenues include interest and dividends earned on cash balances and marketable securities. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
The Company accounts for stock-based compensation in accordance with Accounting Standards Codification 718 (“ASC 718”), Compensation – Stock Compensation, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 generally requires that these transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Because we have not elected to be taxed as a Real Estate Investment Trust (“REIT”) for federal income tax purposes, we account for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||
The Company evaluates potential uncertain tax positions on an annual basis in conjunction with the board of trustees and its tax accountants. Authoritative literature provides a two-step approach to recognize and measure tax benefits when realization of the benefits is uncertain. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50%. The Company has no uncertain tax positions that required adjustments to our consolidated financial statements in 2014 or 2013. | |||||||||||||
At December 31, 2014, we have net operating losses totaling $2,507,000. While these losses created a deferred tax asset, a valuation allowance was applied against the asset because of the uncertainty of whether we will be able to use these loss carryovers, which will expire in varying amounts through the year 2034. Pursuant to Internal Revenue Code regulations, Paragon will be limited to using $869,000 of the prior net operating losses of $11,100,000. These same regulations also limit the amount of loss used in any one year. | |||||||||||||
We are also subject to certain state and local income, excise and franchise taxes. The provision for state and local taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance. | |||||||||||||
The Company is no longer subject to U.S. federal income tax examinations for the years before 2011 and, with few exceptions, is no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2011. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
We adopted Accounting Standards Codification 820 (“ASC 820”), Fair Value Measurements and Disclosures, as it applies to our financial instruments, and Accounting Standards Codification 825 (“ASC 825”), Financial Instruments. ASC 820 defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements. ASC 825 permits companies to irrevocably choose to measure certain financial instruments and other items at fair value. ASC 825 also establishes presentation and disclosure requirements designed to facilitate comparison between entities that choose different measurement attributes for similar types of assets and liabilities. | |||||||||||||
Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. ASC 820 establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. ASC 820 requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data. | |||||||||||||
Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in our Consolidated Balance Sheets, we have elected not to record any other assets or liabilities at fair value, as permitted by ASC 825. No events occurred during 2014 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis. | |||||||||||||
The following table provides information on those assets and liabilities measured at fair value on a recurring basis. | |||||||||||||
Fair Value Measurement Using | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Marketable Securities | |||||||||||||
December 31, 2014: | |||||||||||||
Money Market Investment | $ | 19,378 | |||||||||||
December 31, 2013: | |||||||||||||
Money Market Investment | $ | 77,374 | |||||||||||
The fair value of the marketable securities is based on quoted market prices in an active market. | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
Management has reviewed recently issued accounting pronouncements and does not expect the implementation of these pronouncements to have a significant effect on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Estimated Useful Lives of Furniture, Fixtures and Equipment | Depreciation expense is computed using the straight-line method based on the following useful lives: | ||||||||||||
Years | |||||||||||||
Furniture, fixtures and equipment | 7-Mar | ||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides information on those assets and liabilities measured at fair value on a recurring basis. | ||||||||||||
Fair Value Measurement Using | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Marketable Securities | |||||||||||||
December 31, 2014: | |||||||||||||
Money Market Investment | $ | 19,378 | |||||||||||
December 31, 2013: | |||||||||||||
Money Market Investment | $ | 77,374 |
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Schedule of Unvested Restricted Common Shares Activity | The following table summarizes the activity of our unvested restricted common shares for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Unvested Restricted Common Shares | |||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Shares | Grant-Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Unvested at December 31, 2012 | 168,449 | $ | 11.44 | ||||||||||||||
Vested | — | — | |||||||||||||||
Unvested at December 31, 2013 | 168,449 | $ | 11.44 | ||||||||||||||
Vested | — | — | |||||||||||||||
Unvested at December 31, 2014 | 168,449 | $ | 11.44 | ||||||||||||||
Schedule of Stock Options Outstanding Activity | The following table summarizes the activity for outstanding stock options: | ||||||||||||||||
Options Outstanding | |||||||||||||||||
Number of Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||
(in years) | -1 | ||||||||||||||||
Balance at December 31, 2012 | 4,666 | $ | 16.39 | 1.5 | |||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Canceled/forfeited/expired | (1,333 | ) | $ | 16.5 | |||||||||||||
Balance at December 31, 2013 | 3,333 | $ | 16.35 | 1 | $ | 0 | |||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Canceled/forfeited/expired | (1,333 | ) | $ | 13.5 | |||||||||||||
Balance at December 31, 2014 | 2,000 | $ | 18.25 | 0.7 | $ | 0 | |||||||||||
Vested and exercisable as of December 31, 2014 | 2,000 | $ | 18.25 | 0.7 | $ | 0 | |||||||||||
-1 | The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Company’s estimated current fair market value at December 31, 2014. Because the weighted average exercise price exceeds fair market value at December 31, 2014, there is no aggregate intrinsic value for the options. |
Loss_Per_Share_Tables
Loss Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | For the year ended December 31, | ||||||||
2014 | 2013 | ||||||||
Numerator | |||||||||
Net loss attributable to Common Shareholders | $ | (57,470 | ) | $ | (53,655 | ) | |||
Denominator | |||||||||
Weighted average Common Shares outstanding at December 31, 2014 and December 31, 2013 - Basic and Diluted | 405,096 | 405,096 | |||||||
Basic and Diluted EPS | |||||||||
Net loss attributable to Common Shareholders – Basic and Diluted | $ | (0.14 | ) | $ | (0.13 | ) |
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | There was no income tax provision for the years ended December 31, 2014 and 2013. | ||||||||
For the year ended December 31, | |||||||||
2014 | 2013 | ||||||||
Current | $ | — | $ | — | |||||
Deferred tax benefit | (23,000 | ) | (21,000 | ) | |||||
Change in valuation allowance | 23,000 | 21,000 | |||||||
Total tax provision | $ | — | $ | — | |||||
Schedule of Effective Income Tax Rate Reconcilitation | The tax provision differs from the expense that would result from applying Federal statutory rates as follows: | ||||||||
For the year ended December 31, | |||||||||
2014 | 2013 | ||||||||
Tax / (Benefit) at Federal statutory rate | $ | (20,000 | ) | $ | (18,000 | ) | |||
State income tax / (benefit), net of Federal tax effect | (3,000 | ) | (3,000 | ) | |||||
Change in valuation allowance | 23,000 | 21,000 | |||||||
Tax provision | $ | — | $ | — | |||||
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: | ||||||||
At December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryovers | $ | 1,003,000 | $ | 980,000 | |||||
Valuation allowance | (1,003,000 | ) | (980,000 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Schedule of Operating Loss Carryovers | The loss carryovers expire as follows: | ||||||||
Year Expiring | Net Operating Loss | ||||||||
2026 | $ | 1,551,000 | |||||||
2027 | 364,000 | ||||||||
2028 | 248,000 | ||||||||
2029 | 81,000 | ||||||||
2030 | 52,000 | ||||||||
2031 | 39,000 | ||||||||
2032 | 61,000 | ||||||||
2033 | 54,000 | ||||||||
2034 | 57,000 | ||||||||
Total loss carryovers | $ | 2,507,000 | |||||||
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | |||
Cash | $10,726 | $9,643 | $15,337 |
Net increase in cash | 1,083 | -5,694 | |
Net cash from (used for) investing activities | $57,996 | $52,366 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $0 | |
Equipment assets | 5,370 | |
Other assets | 9,953 | 8,826 |
Uncertain tax position to be recognized based on maximum cumulative probability percentage | 50.00% | |
Uncertain tax positions | 0 | 0 |
Net operating losses | 2,507,000 | |
Net operating loss carryovers expiration year | 2034 | |
Prior period operating loss carryforward limitation | 869,000 | |
Net loss carryovers that cannot be used due to the limitations imposed by section 382 of the internal revenue code | 11,100,000 | |
Prepaid SEC Filing Charges [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other assets | 750 | |
Directors and Officers Liability Insurance [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other assets | $9,203 | $8,826 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Furniture, Fixtures and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Minimum [Member] | |
Furniture, fixtures and equipment useful life | 3 years |
Maximum [Member] | |
Furniture, fixtures and equipment useful life | 7 years |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) (Money Market Investment [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities Total | $19,378 | $77,374 |
Fair Value Inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities Total | ||
Fair Value Inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities Total |
Marketable_Securities_Details_
Marketable Securities (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Marketable Securities [Abstract] | ||
Proceeds from the sale of marketable securities | $58,000 | $76,341 |
Cash used for the purchase of marketable securities | 4 | 23,975 |
Amount marketable securities sold for | 76,341 | |
Marketable securities cost basis | 73,568 | |
Gain (loss) on sale of marketable securities | 2,773 | |
Amount of marketable securities sale proceeds transferred to operating account | 58,000 | 53,000 |
Amount of remaining marketable securities sale proceeds, added to dividend interest and shown as purchases in marketable securities | 23,341 | |
Dividends and interest received during the period | 634 | |
Unrealized gain (loss) on marketable securities, net | 7,794 | |
Reclassification adjustment for realized (gain) loss on sale of marketable securities | $2,773 |
Shareholders_Equity_Details_Na
Shareholders' Equity (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Oct. 01, 2003 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2003 | Mar. 04, 2006 | Mar. 04, 2005 | Mar. 04, 2004 | Sep. 29, 2006 | Dec. 31, 2004 | |
CommercialProperties | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, issued, shares converted into restricted common shares | 0 | 0 | |||||||
Share based compensation | $0 | $0 | |||||||
Sale of general partnership, percentage interest sold | 92.90% | ||||||||
Number of commercial properties | 4 | ||||||||
Treasury stock, shares received from sale of interest in general partnership | 38,130 | ||||||||
Average closing price of treasury stock shares received over a thirty day period | $21 | ||||||||
Value of common stock received into treasury as partial proceeds in sale of general partnership | 801,000 | ||||||||
Restricted common shares granted | 163,116 | ||||||||
Grant date fair value of restricted shares which would be recognized upon meeting performance goals | 1,847,000 | ||||||||
Restricted common shares, balance | 5,333 | ||||||||
Restricted common shares, balance, grant date fair value | 79,000 | ||||||||
Maximum value of restricted common shares issuable to each trustee for achievement of certain performance criteria | 26,000,000 | ||||||||
Denominator, the period over which the average closing price of common stock is averaged | 30 days | ||||||||
Period over which the pro-forma acquisition income target must be meet | 5 years | ||||||||
The percentage increase in net operating income and funds from operations which must be meet | 5.00% | ||||||||
Options granted during the period | |||||||||
Remaining unrecognized cost | 0 | 0 | |||||||
2004 Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Option, expiration year | 2014 | ||||||||
Maximum exercise term of options granted under the 2004 plan | 10 years | ||||||||
Minimum [Member] | 1998 Share Option Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares available for grant under the 1998 share option plan and its subsequent amendment | 42,222 | ||||||||
Maximum [Member] | 1998 Share Option Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares available for grant under the 1998 share option plan and its subsequent amendment | 46,666 | ||||||||
Class A Preferred Shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, class A cumulative preferred shares, issued to the public | 96,826 | ||||||||
Preferred stock, liquidation preference | $10 | ||||||||
Preferred shares, outstanding, conversion rate for shares exchange to common stock subject to certain formulas | 0.046 | ||||||||
Preferred shares, issued | 696,078 | ||||||||
Preferred shares, issued, value | 2,400,000 | ||||||||
Preferred shares, issued, vesting date trigger, gross assets exceed this value | 50,000,000 | ||||||||
Preferred shares, issued, shares converted into restricted common shares | 534,668 | ||||||||
Restricted common shares that restricted class A cumulative convertible preferred shares were converted into shares | 163,116 | ||||||||
Preferred shares, issued, remaining shares | 161,410 | ||||||||
Preferred shares, number of restricted common shares each preferred share can be converted into shares | each be converted into 0.305 restricted common shares | ||||||||
Class A Preferred Shares [Member] | Restricted Shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares, issued, vesting date trigger, percentage vesting | 25.00% | 25.00% | 50.00% | ||||||
Class C Preferred Shares [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, liquidation preference | $10 | ||||||||
Preferred shares, authorized by articles filed supplementary to declaration of trust | 300,000 | ||||||||
Preferred shares, denominator value conversion price to calculate the conversion rate to exchange preferred class C shares for common shares | 1 | ||||||||
Preferred shares to be purchased under subscription agreement | 44,444 | ||||||||
Restricted stock agreement, number of convertible preferred shares certain trustees entitled to receive in lieu of cash for services, shares | 12,500 | ||||||||
Share based compensation | 0 | ||||||||
Service period and vesting period restriction date | 9/30/15 | ||||||||
Class C Preferred Shares [Member] | Three Independent Trustees [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred shares to be purchased under subscription agreement | 125,000 | ||||||||
Preferred shares to be purchased under subscription agreement, aggregate contribution | $500,000 |
Shareholders_Equity_Schedule_o
Shareholders' Equity - Schedule of Unvested Restricted Common Shares Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||
Unvested Restricted Common Shares, Number of Shares Unvested, Beginning | 168,449 | 168,449 |
Unvested Restricted Common Shares, Number of Shares Vested | ||
Unvested Restricted Common Shares, Number of Shares Unvested, Ending | 168,449 | 168,449 |
Unvested Restricted Common Shares, Weighted-Average Grant-Date Fair Value, Beginning | $11.44 | $11.44 |
Unvested Restricted Common Shares, Vested, Weighted-Average Grant-Date Fair Value | ||
Unvested Restricted Common Shares, Weighted-Average Grant-Date Fair Value, Ending | $11.44 | $11.44 |
Shareholders_Equity_Schedule_o1
Shareholders' Equity - Schedule of Stock Options Outstanding Activity (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Stockholders' Equity Note [Abstract] | |||||
Options Outstanding, Number of Shares, Beginning Balance, Shares | 3,333 | 4,666 | |||
Options Outstanding, Number of Shares Granted, Shares | |||||
Options Outstanding, Number of Shares Exercised, Shares | |||||
Options Outstanding, Number of Shares Canceled/forfeited/expired, Shares | -1,333 | -1,333 | |||
Options Outstanding, Number of Shares, Ending Balance, Shares | 2,000 | 3,333 | 4,666 | ||
Options Outstanding, Number of Shares, Vested and exercisable, Shares | 2,000 | ||||
Options Outstanding, Weighted-Average Exercise Price, Beginning Balance | $16.35 | $16.39 | |||
Options Outstanding , Weighted-Average Exercise Price, Granted | |||||
Options Outstanding, Weighted-Average Exercise Price, Exercised | |||||
Options Outstanding, Weighted-Average Exercise Price, Canceled/forfeited/expired | $13.50 | $16.50 | |||
Options Outstanding, Weighted-Average Exercise Price, Ending Balance | $18.25 | $16.35 | $16.39 | ||
Options Outstanding, Vested and exercisable, Weighted-Average Exercise Price | $18.25 | ||||
Options Outstanding, Weighted-Average Remaining Contractual Term | 8 months 12 days | 1 year | 1 year 6 months | ||
Options Outstanding, Vested and exercisable, Weighted-Average Remaining Contractual Term | 8 months 12 days | ||||
Options Outstanding, Aggregate Intrinsic Value, Beginning | $0 | [1] | |||
Options Outstanding, Aggregate Intrinsic Value, Ending | 0 | [1] | 0 | [1] | |
Options Outstanding, Vested and exercisable, Aggregate Intrinsic Value | $0 | [1] | |||
[1] | The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Company's estimated current fair market value at December 31, 2014. Because the weighted average exercise price exceeds fair market value at December 31, 2014, there is no aggregate intrinsic value for the options. |
Loss_Per_Share_Details_Narrati
Loss Per Share (Details Narrative) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Weighted average number of common shares outstanding | 405,096 | 405,096 |
Common share equivalents excluded from EPS calculation due to anti-dilutive effect | 2,448,892 | 2,448,892 |
Loss_Per_Share_Schedule_of_Cal
Loss Per Share - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Common Shareholders | ($57,470) | ($53,655) |
Weighted average Common Shares outstanding at December 31, 2014 and December 31, 2013 - Basic and Diluted | 405,096 | 405,096 |
Net loss attributable to Common Shareholders - Basic and Diluted | ($0.14) | ($0.13) |
DividendsDistributions_Details
Dividends/Distributions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Distributions Made to Members or Limited Partners [Abstract] | ||
Cash distributions declared | $0 | $0 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | ||
Valuation allowance | 1,003,000 | 980,000 |
Net loss carryovers available to be carried to future periods | 2,507,000 | |
Net operating loss carryforwards available for use without limitation or restriction | 1,581,000 | |
Operating loss carryforwards subject to limitations per year | 72,500 | |
Operating loss carryforwards subject to limitations | 12 years | |
Operating loss carryforwards subject to limitations total | 869,000 | |
Net loss carryovers that cannot be used due to the limitations imposed by Section 382 of the Internal Revenue Code | $11,100,000 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax Expense Benefit (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred tax benefit | -23,000 | -21,000 |
Change in valuation allowance | 23,000 | 21,000 |
Total tax provision |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Tax / (Benefit) at Federal statutory rate | ($20,000) | ($18,000) |
State income tax / (benefit), net of Federal tax effect | -3,000 | -3,000 |
Change in valuation allowance | 23,000 | 21,000 |
Total tax provision |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $1,003,000 | $980,000 |
Valuation allowance | -1,003,000 | -980,000 |
Net deferred tax assets |
Income_taxes_Schedule_of_Opera
Income taxes - Schedule of Operating Loss Carryovers (Details) (USD $) | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | $2,507,000 |
Year Expiring - 2026 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 1,551,000 |
Year Expiring - 2027 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 364,000 |
Year Expiring - 2028 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 248,000 |
Year Expiring - 2029 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 81,000 |
Year Expiring - 2030 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 52,000 |
Year Expiring - 2031 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 39,000 |
Year Expiring - 2032 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 61,000 |
Year Expiring - 2033 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | 54,000 |
Year Expiring - 2034 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | $57,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
James C. Mastandrea [Member] | |
Compensation under original employment agreement | $60,000 |
Initial term of CEO's employment, Duration | 2 years |
Terms of employment extension, Duration | 1 year |
Period of time after termination the officer will be entitled to his effective salary, Duration | 3 years |
The CEO's annual salary, which Class C Convertible Preferred Shares were issued in lieu of | 100,000 |
Shares issued to the company's CEO in lieu of cash for his services, shares | 44,444 |
Service period and vesting period restriction dates | 9/30/15 |
John J. Dee [Member] | |
Compensation under original employment agreement | 0 |
Per hour compensation rate | 125 |
Maximum monthly compensation rate issued | $5,000 |