Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 05, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | PARAGON REAL ESTATE EQUITY & INVESTMENT TRUST | ||
Entity Central Index Key | 928,953 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 323,155 | ||
Entity Common Stock, Shares Outstanding | 405,096 | ||
Trading Symbol | PRLE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 174,283 | $ 10,726 |
Marketable securities | 100 | 19,378 |
Other assets | 9,952 | 9,953 |
Total Assets | 184,335 | 40,057 |
Liabilities | ||
Accounts payable and accrued expenses | 14,010 | $ 2,517 |
Convertible notes payable - related parties | 197,780 | |
Accrued interest payable | 2,276 | |
Total Liabilities | 214,066 | $ 2,517 |
Shareholders' Equity (Deficit) | ||
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 | (27,385,045) | (27,317,774) |
Treasury stock, at cost, 38,130 shares | (800,735) | (800,735) |
Total Shareholders' Equity (Deficit) | (29,731) | 37,540 |
Total Liabilities and Shareholders' Equity | 184,335 | 40,057 |
Redeemable Convertible Series A Preferred Stock [Member] | ||
Shareholders' Equity (Deficit) | ||
Preferred shares value | 2,583 | 2,583 |
Redeemable Convertible Series C Preferred Stock [Member] | ||
Shareholders' Equity (Deficit) | ||
Preferred shares value | $ 2,444 | $ 2,444 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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 Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||
Interest/dividend income | $ 4 | |
Total revenues | 4 | |
Expenses | ||
General and administrative | $ 64,995 | $ 57,474 |
Interest | 2,276 | |
Total expenses | 67,271 | $ 57,474 |
Income (loss) from operations | (67,271) | (57,470) |
Net income (loss) attributable to Common Shareholders | $ (67,271) | $ (57,470) |
Net income (loss) attributable to Common Shareholders per Common Share: Basic and Diluted | $ (0.17) | $ (0.14) |
Weighted average number of Common Shares outstanding: Basic and Diluted | 405,096 | 405,096 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) | Class A Preferred Shares [Member] | Class C Preferred Shares [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Cost of Shares held In Treasury [Member] | Total |
Balance at Dec. 31, 2013 | $ 2,583 | $ 2,444 | $ 4,051 | $ 28,146,971 | $ (27,260,304) | $ (800,735) | $ 95,010 |
Net income (loss) | (57,470) | (57,470) | |||||
Balance at Dec. 31, 2014 | 2,583 | 2,444 | 4,051 | 28,146,971 | (27,317,774) | (800,735) | 37,540 |
Net income (loss) | (67,271) | (67,271) | |||||
Balance at Dec. 31, 2015 | $ 2,583 | $ 2,444 | $ 4,051 | $ 28,146,971 | $ (27,385,045) | $ (800,735) | $ (29,731) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (67,271) | $ (57,470) |
Net change in assets and liabilities: | ||
Other assets | (1,127) | |
Accounts payable and accrued expenses | $ 13,770 | 1,684 |
Net cash from (used in) continuing operations | $ (53,501) | (56,913) |
Cash flows from investing activities: | ||
Cash used for the purchase of marketable securities | (4) | |
Proceeds from the sale of marketable securities | $ 19,278 | 58,000 |
Net cash from (used for) investing activities | 19,278 | $ 57,996 |
Cash flows from financing activities: | ||
Issuance of convertible notes payable - related parties | 197,780 | |
Net cash from (used for) financing activities | 197,780 | |
Net increase (decrease) in cash | 163,557 | $ 1,083 |
Cash | ||
Beginning of period | 10,726 | 9,643 |
End of period | $ 174,283 | $ 10,726 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
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 Securities and Exchange Commission (SEC) reporting history to enable it, in the future, to raise additional capital and make real estate investments. Future real estate investments may include (i) acquisition and development of retail, office, office warehouse, industrial, multifamily, hotel, and other commercial properties, (ii) acquisition of or merger with a real estate investment trust (REIT) or real estate operating company and (iii) joint venture investments. Excess funds can be invested in cash equivalents depending on market conditions. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
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 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, 2015 and 2014, the results of our operations for the years ended December 31, 2015 and 2014, and of our cash flows for the years ended December 31, 2015 and 2014 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 of trustees 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, 2015, our cash in the operating account was $174,283. The increase in cash during 2015 was $163,557. We made redemptions from a money market investment account of $19,278 and received $197,780 from issuing convertible notes payable, which has been and will continue to be 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 Companys ability to continue operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 in the United States (GAAP), 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, 2015 and December 31, 2014, and the reported amounts of revenues and expenses for the years ended December 31, 2015 and 2014. 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 3-7 There was no depreciation expense for the year ended December 31, 2015 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, 2015, other assets of $9,952 are prepaid expenses for director and officer liability insurance of $9,202 and $750 of prepaid SEC filing charges. 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. Revenue Recognition Revenues are interest earned on cash balances. 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 enterprises 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 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 2015 or 2014. At December 31, 2015, we have net operating losses totaling $2,575,000. 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 2035. Pursuant to regulation set forth in the Internal Revenue Code of 1986 as amended (the Code), Paragon will be limited to using $797,000 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 2012 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 2012. 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 2015 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, 2015: Money Market Investment $ 100 December 31, 2014: Money Market Investment $ 19,378 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 Companys consolidated financial statements. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Marketable Securities [Abstract] | |
Marketable Securities | Note 4 Marketable Securities We did not have any investments in marketable securities as of December 31, 2015. All of the Companys investments were in an insured deposit account at a securities brokerage firm. During 2015, the Company transferred $19,278 from the account at the securities brokerage firm to the operating account. There was no interest earned on the cash balances during 2015. We did not have any investments in marketable securities as of December 31, 2014. All of the Companys investments in marketable securities were sold during 2013 and the funds were deposited in an insured deposit account at a securities brokerage firm. Since the Company did not have any investments in marketable securities during 2015 and 2014, the Company had no other comprehensive income (loss). 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. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable - Related Parties | Note 5 Convertible Notes Payable related parties On November 20, 2015, five trustees on our board of trustees loaned $197,780 to the Company in exchange for convertible notes payable. The convertible notes payable accrue interest at 10% per annum and mature on November 20, 2018. The convertible notes payable can be converted by the noteholder into common shares at the rate of $1.331 per common share at any time. After six months, the Company can convert the notes payable into common shares. At maturity or when the Company chooses to convert the convertible notes payable into common shares, the noteholders have the option to receive cash plus accrued interest or convert the convertible notes payable into common shares. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Note 6 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 James C. Mastandrea, our Chairman, Chief Executive Officer and President, and John J. Dee, our Chief Financial Officer and Senior Vice President, 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 2015 and 2014, 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, Mr.Mastandrea signed a subscription agreement to purchase 44,444 restricted shares of Class C Preferred Shares. The consideration for the purchase was Mr. Mastandreas services as an officer of Paragon for the period beginning September 29, 2006 and ending September 29, 2008. The Class C 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 Preferred Shares, an exchange of Paragons 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, 2016. Each of the trustees of Paragon signed a restricted share agreement with Paragon, dated September 29, 2006, to receive a total of 12,500 restricted Class C 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 Preferred Shares were to be removed upon the latest to occur of a public offering by Paragon sufficient to liquidate the Class C Preferred Shares, an exchange of Paragons 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, 2016. 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, 2015 and 2014: Unvested Restricted Common Shares Number of Shares Weighted-Average Grant-Date Fair Value Unvested at December 31, 2013 168,449 $ 11.44 Vested Unvested at December 31, 2014 168,449 $ 11.44 Vested Unvested at December 31, 2015 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 an agreement to issue additional common shares to Paragon Real Estate Development, LLC of which Mr. Mastandrea is the managing member, and Mr. Dee is a member. In September 2006, Paragon amended this agreement to include 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. In January 2016, the non-employee trustees and Mr. Mastandrea agreed to make this agreement for only non-employee trustees. The agreement is intended to serve as an incentive for our trustees to increase the asset base, net operating income, funds from operations, and share value of Paragon. The exact number of common shares that would be issued will be calculated in accordance with a formula in the agreement based on future acquisition, development or redevelopment 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. We would issue our common shares only upon the closing of a transaction. The maximum number of common shares a trustee may receive to be issued under the additional contribution agreement is limited to a total value of $26 million based on the average closing price of the our common shares for 30 calendar days preceding the closing of any acquisition transaction. 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 Paragons 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 of trustees. 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 management, organization and compensation 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 2015 and 2014. The following table summarizes the activity for outstanding stock options: Options Outstanding Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Balance at December 31, 2013 3,333 $ 16.35 1.0 Granted - - Exercised - - Canceled/forfeited/expired (1,333 ) $ 13.50 Balance at December 31, 2014 2,000 $ 18.25 0.7 $ 0.00 Granted - - Exercised - - Canceled/forfeited/expired (1,333 ) $ 10.50 Balance at December 31, 2015 667 $ 33.75 1.25 $ 0.00 Vested and exercisable as Of December 31, 2015 667 $ 33.75 1.25 $ 0.00 (1) The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Companys estimated current fair market value at December 31, 2015. Because the weighted average exercise price exceeds fair market value at December 31, 2015, 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, 2015 and 2014. As of December 31, 2015 and December 31, 2014, 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, 2015 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 7 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, 2015 and 2014 was 405,096. Common share equivalents of 2,599,194 as of December 31, 2015 and 2,448,892 as of December 31, 2014 include outstanding convertible preferred shares, convertible notes payable and stock options, and are not included in net loss per weighted average common share outstandingdiluted as they would be anti-dilutive. For the year ended December 31, 2015 2014 Numerator Net loss attributable to common shareholders $ (67,271 ) $ (57,470 ) Denominator Weighted average common shares outstanding at December 31, 2015 and December 31, 2014 - basic and diluted 405,096 405,096 Basic and Diluted EPS Net loss attributable to common shareholders basic and diluted $ (0.17 ) $ (0.14 ) |
Dividends_Distributions
Dividends/Distributions | 12 Months Ended |
Dec. 31, 2015 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Dividends/Distributions | Note 8 Dividends/Distributions No cash distributions were declared during 2015 and 2014 with respect to the common or preferred shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes There was no income tax provision for the years ended December 31, 2015 and 2014. For the year ended December 31, 2015 2014 Current $ $ Deferred tax benefit (27,000 ) (23,000 ) Change in valuation allowance 27,000 23,000 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, 2015 2014 Tax / (benefit) at Federal statutory rate $ (23,000 ) $ (20,000 ) State income tax / (benefit), net of Federal tax effect (4,000 ) (3,000 ) Change in valuation allowance 27,000 23,000 Tax provision $ $ Deferred tax assets and liabilities consist of the following: At December 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 1,031,000 $ 1,003,000 Valuation allowance (1,031,000 ) (1,003,000 ) 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 the net deferred tax assets and has provided a full valuation allowance of $1,031,000 and $1,003,000, against the net deferred tax assets of the Company as of December 31, 2015 and 2014, respectively. A valuation allowance is considered to be a significant estimate that may change in the near term. At December 31, 2015, the Company had net operating loss carryovers of $2,575,000 available to be carried to future periods. Net operating loss carryovers of $1,778,000 are available for Paragon to use without any limitation or restriction imposed by tax regulations. Changes in the ownership of Paragons 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 11 years, or a total of $797,000. Prior net loss carryovers of approximately $11,100,000 cannot be used due to the limitations imposed by Section 382 of the 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 2035 68,000 Total loss carryovers $ 2,575,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Employment Agreements On April 3, 2006, the board of trustees authorized modifications to Mr. Mastandreas employment agreement. 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. Mastandreas employment is for two years and may be extended for terms of one year. Mr. Mastandreas base annual salary may be adjusted from time to time, except that the adjustment may not be lower than the preceding years 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 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, 2016, though the shares were fully amortized by the original date in 2008. Mr. Dees employment agreement was also modified on April 3, 2006 in a similar way to Mr. Mastandreas employment agreement as explained above, except Mr. Dee does not receive any Class C Preferred Shares for his services as an officer of Paragon. Mr. Dees base annual salary may be adjusted from time to time, except that the adjustment may not be lower than the preceding years 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. On September 29, 2006, the board of trustees approved compensation to Mr. Dee of $125 per hour, up to a maximum of $5,000 per month. However, Mr. Dee has received no cash compensation under this arrangement in order to preserve the Companys cash. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 in the United States (GAAP), 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, 2015 and December 31, 2014, and the reported amounts of revenues and expenses for the years ended December 31, 2015 and 2014. 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 3-7 There was no depreciation expense for the year ended December 31, 2015 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, 2015, other assets of $9,952 are prepaid expenses for director and officer liability insurance of $9,202 and $750 of prepaid SEC filing charges. 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. |
Revenue Recognition | Revenue Recognition Revenues are interest earned on cash balances. |
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 enterprises 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 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 2015 or 2014. At December 31, 2015, we have net operating losses totaling $2,575,000. 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 2035. Pursuant to regulation set forth in the Internal Revenue Code of 1986 as amended (the Code), Paragon will be limited to using $797,000 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 2012 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 2012. |
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 2015 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, 2015: Money Market Investment $ 100 December 31, 2014: Money Market Investment $ 19,378 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 Companys consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 3-7 |
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, 2015: Money Market Investment $ 100 December 31, 2014: Money Market Investment $ 19,378 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [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, 2015 and 2014: Unvested Restricted Common Shares Number of Shares Weighted-Average Grant-Date Fair Value Unvested at December 31, 2013 168,449 $ 11.44 Vested Unvested at December 31, 2014 168,449 $ 11.44 Vested Unvested at December 31, 2015 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 (in years) Aggregate Intrinsic Value (1) Balance at December 31, 2013 3,333 $ 16.35 1.0 Granted - - Exercised - - Canceled/forfeited/expired (1,333 ) $ 13.50 Balance at December 31, 2014 2,000 $ 18.25 0.7 $ 0.00 Granted - - Exercised - - Canceled/forfeited/expired (1,333 ) $ 10.50 Balance at December 31, 2015 667 $ 33.75 1.25 $ 0.00 Vested and exercisable as Of December 31, 2015 667 $ 33.75 1.25 $ 0.00 (1) The aggregate intrinsic value is calculated as approximately the difference between the weighted average exercise price of the underlying awards and the Companys estimated current fair market value at December 31, 2015. Because the weighted average exercise price exceeds fair market value at December 31, 2015, there is no aggregate intrinsic value for the options. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | For the year ended December 31, 2015 2014 Numerator Net loss attributable to common shareholders $ (67,271 ) $ (57,470 ) Denominator Weighted average common shares outstanding at December 31, 2015 and December 31, 2014 - basic and diluted 405,096 405,096 Basic and Diluted EPS Net loss attributable to common shareholders basic and diluted $ (0.17 ) $ (0.14 ) |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | There was no income tax provision for the years ended December 31, 2015 and 2014. For the year ended December 31, 2015 2014 Current $ $ Deferred tax benefit (27,000 ) (23,000 ) Change in valuation allowance 27,000 23,000 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, 2015 2014 Tax / (benefit) at Federal statutory rate $ (23,000 ) $ (20,000 ) State income tax / (benefit), net of Federal tax effect (4,000 ) (3,000 ) Change in valuation allowance 27,000 23,000 Tax provision $ $ |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: At December 31, 2015 2014 Deferred tax assets: Net operating loss carryovers $ 1,031,000 $ 1,003,000 Valuation allowance (1,031,000 ) (1,003,000 ) 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 2035 68,000 Total loss carryovers $ 2,575,000 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Cash | $ 174,283 | $ 10,726 | $ 9,643 |
Net increase in cash | 163,557 | 1,083 | |
Redemptions from a money market investment account | 19,278 | $ 57,996 | |
Recieved from issuing convertible notes payable | $ 197,780 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 0 | |
Equipment assets | 5,370 | |
Other assets | $ 9,952 | $ 9,953 |
Uncertain tax position to be recognized based on maximum cumulative probability percentage | 50.00% | |
Uncertain tax positions | $ 0 | 0 |
Net operating losses | $ 2,575,000 | |
Net operating loss carryovers expiration year | 2,035 | |
Prior period operating loss carryforward limitation | $ 797,000 | |
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 | 750 |
Directors and Officers Liability Insurance [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other assets | $ 9,202 | $ 9,203 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Furniture, Fixtures and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | |
Furniture, fixtures and equipment useful life | 3 years |
Maximum [Member] | |
Furniture, fixtures and equipment useful life | 7 years |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Money Market Investment [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Inputs Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities Total | $ 100 | $ 19,378 |
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, 2015 | Dec. 31, 2014 | |
Marketable Securities [Abstract] | ||
Proceeds from the sale of marketable securities | $ 19,278 | $ 58,000 |
Cash used for the purchase of marketable securities | $ 4 |
Convertible Notes Payable - R27
Convertible Notes Payable - Related Parties (Details Narrative) - USD ($) | Nov. 20, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | |||
Convertible notes payable - related parties | $ 197,780 | $ 197,780 | |
Percentage of convertible notes payablne accrue interest | 10.00% | ||
Convertible notes payable mature date | Nov. 20, 2018 | ||
Convertible notes payable converted by noteholder into common shares rate per share | $ 1.331 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) | Sep. 29, 2006USD ($)$ / sharesshares | Mar. 04, 2006 | Mar. 04, 2005 | Mar. 04, 2004 | Oct. 01, 2003USD ($)CommercialProperties$ / sharesshares | Jun. 30, 2003USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2004shares |
Class of Stock [Line Items] | |||||||||
Preferred shares, issued, shares converted into restricted common shares | 0 | ||||||||
Share based compensation | $ | $ 0 | ||||||||
Sale of general partnership, percentage interest sold | 92.90% | ||||||||
Number of commercial properties | CommercialProperties | 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 | $ / shares | $ 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 | |||||||
1998 Share Option Plan [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares available for grant under the 1998 share option plan and its subsequent amendment | 42,222 | ||||||||
1998 Share Option Plan [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares available for grant under the 1998 share option plan and its subsequent amendment | 46,666 | ||||||||
2004 Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Option, expiration year | 2,014 | ||||||||
Maximum exercise term of options granted under the 2004 plan | 10 years | ||||||||
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 | $ / shares | $ 10 | ||||||||
Preferred shares, outstanding, conversion rate for shares exchange to common stock subject to certain formulas | $ / shares | $ 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 | $ / shares | $ 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 | Sep. 30, 2016 | ||||||||
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
Shareholders' Equity - Schedule of Unvested Restricted Common Shares Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [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 - Schedu30
Shareholders' Equity - Schedule of Stock Options Outstanding Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Equity [Abstract] | ||||
Options Outstanding, Number of Shares, Beginning Balance, Shares | 2,000 | 3,333 | ||
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 | 667 | 2,000 | 3,333 | |
Options Outstanding, Number of Shares, Vested and exercisable, Shares | 667 | |||
Options Outstanding, Weighted-Average Exercise Price, Beginning Balance | $ 18.25 | $ 16.35 | ||
Options Outstanding , Weighted-Average Exercise Price, Granted | ||||
Options Outstanding, Weighted-Average Exercise Price, Exercised | ||||
Options Outstanding, Weighted-Average Exercise Price, Canceled/forfeited/expired | $ 10.50 | $ 13.50 | ||
Options Outstanding, Weighted-Average Exercise Price, Ending Balance | 33.75 | $ 18.25 | $ 16.35 | |
Options Outstanding, Vested and exercisable, Weighted-Average Exercise Price | $ 33.75 | |||
Options Outstanding, Weighted-Average Remaining Contractual Term | 1 year 3 months | 8 months 12 days | 1 year | |
Options Outstanding, Vested and exercisable, Weighted-Average Remaining Contractual Term | 1 year 3 months | |||
Options Outstanding, Aggregate Intrinsic Value, Beginning | [1] | $ 0 | ||
Options Outstanding, Aggregate Intrinsic Value, Ending | [1] | 0 | $ 0 | |
Options Outstanding, Vested and exercisable, Aggregate Intrinsic Value | [1] | $ 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, 2015. Because the weighted average exercise price exceeds fair market value at December 31, 2015, there is no aggregate intrinsic value for the options. |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 2,599,194 | 2,448,892 |
Loss Per Share - Schedule of Ca
Loss Per Share - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Numerator net loss attributable to common shareholders | $ (67,271) | $ (57,470) |
Denominator weighted average common shares outstanding at December 31, 2015 and December 31, 2014 - basic and diluted | 405,096 | 405,096 |
Basic and diluted eps net loss attributable to common shareholders - basic and diluted | $ (0.17) | $ (0.14) |
Dividends_Distributions (Detail
Dividends/Distributions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | ||
Valuation allowance | $ 1,031,000 | $ 1,003,000 |
Net loss carryovers available to be carried to future periods | 2,575,000 | |
Net operating loss carryforwards available for use without limitation or restriction | 1,778,000 | |
Net loss carryovers that cannot be used due to the limitations imposed by section 382 of the internal revenue code | 11,100,000 | |
Operating loss carryforwards subject to limitations per year | $ 72,500 | |
Operating loss carryforwards subject to limitations, year | 11 years | |
Operating loss carryforwards subject to limitations total | $ 797,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred tax benefit | $ (27,000) | $ (23,000) |
Change in valuation allowance | $ 27,000 | $ 23,000 |
Total tax provision |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Tax / (benefit) at Federal statutory rate | $ (23,000) | $ (20,000) |
State income tax / (benefit), net of Federal tax effect | (4,000) | (3,000) |
Change in valuation allowance | $ 27,000 | $ 23,000 |
Tax provision |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 1,031,000 | $ 1,003,000 |
Valuation allowance | $ (1,031,000) | $ (1,003,000) |
Net deferred tax assets |
Income taxes - Schedule of Oper
Income taxes - Schedule of Operating Loss Carryovers (Details) | Dec. 31, 2015USD ($) |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | $ 2,575,000 |
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 |
Year Expiring - 2035 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Total loss carryovers | $ 68,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
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 | shares | 44,444 |
Service period and vesting period restriction dates | Sep. 30, 2016 |
John J. Dee [Member] | |
Compensation under original employment agreement | $ 0 |
Per hour compensation rate | 125 |
Maximum monthly compensation rate issued | $ 5,000 |