Paragon Real Estate Equity & Invest. Trust 10KSB
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
Commission File Number: 0-25074
PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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39-6594066 |
(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number) |
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1240 Huron Road, Cleveland, OH
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44115 |
(Address of principal executive offices)
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(Zip code) |
Issuers telephone number: 216-430-2700 Fax number: 216-430-2702
Securities registered under Section 12(b) of the Act: None
Securities registered under to Section 12(g) of the Act: Common Shares, $0.01 par value
Check whether the issuer is not required to file reports pursuant to section 13 or 15(d) of the
exchange act. o
Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing requirements for the past 90
days. Yes þ No o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this
form, and no disclosure will be contained to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB þ.
Indicate by check mark whether the Registrant is a shell company (as defined in rule 12b-2 of the
Exchange Act.) Yes þ No o
Registrants revenues for its most recent fiscal year: $10,252.
At March 14, 2008, the Registrant had 442,320 common shares of beneficial interest (including
38,130 shares held in treasury), $0.01 par value, 277,955 Class A Cumulative Convertible Preferred
Shares, and 244,444 Class C Cumulative Convertible Preferred Shares. The aggregate market value of
the voting common and preferred shares held by non-affiliates of the Registrant was approximately
$46,556 based on the closing price of $0.24 per common share on the over-the-counter bulletin board
on March 14, 2008. The aggregate market value of the voting preferred shares was valued as if each
of the remaining 116,045 preferred shares held by non-affiliates were converted into 0.046 common
shares on March 14, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (Check one): Yes o No þ
PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST
2007 ANNUAL REPORT ON FORM 10-KSB
TABLE OF CONTENTS
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EXHIBITS |
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Exhibit 31.1 Section 302 CEO Certificate |
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Exhibit 31.2 Section 302 CFO Certificate |
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Exhibit 32.1 Section 906 CEO & CFO Certificate |
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EX-31.1 |
EX-31.2 |
EX-32.1 |
1
PART I
Item 1. Description of Business
Company Overview
Paragon Real Estate Equity and Investment Trust (the Company, Paragon, we, our, or us)
is a real estate company with its primary focus on searching for and reviewing value-added real
estate deals, including land development, retail, office, industrial, hotel, other real estate
investment and operating companies, and joint venture investments. In addition in early 2008, the
Company began to invest a portion of its available cash in publicly traded shares of other real
estate companies. Presently, the Company is a corporate shell, current in its SEC filings that may
be used in the future for real estate deals or sold to another company.
The Company was formed on March 15, 1994 as a Maryland real estate investment trust (REIT). We
operated as a traditional real estate investment trust by buying, selling, owning and operating
commercial and residential properties through December 31, 1999. In 2000, the Company purchased a
software technology company, resulting in the Company not meeting the Internal Revenue Code
qualifications to be a REIT for federal tax purposes. In 2002, the Company discontinued the
operations of the technology segment. We intend to
take advantage of our tax loss carryforwards before electing to be a REIT again.
From 2003 through 2006, we pursued a value-added business plan primarily focused on acquiring well
located, under-performing multi-family residential properties, including affordable housing
communities, and repositioning them through renovation, leasing, improved management and branding.
In 2006, we were unable to complete a $100 million public offering to fund an acquisition of a
portfolio of ten apartment communities comprised of 1,478 units located in Texas and Ohio. Without
completing the public offering, the Company was not able to meet the listing requirements of the
American Stock Exchange (Amex) because its book equity was less than the $6 million minimum
requirement, it had sustained consecutive years of losses from operations and net losses since its
inception in 1994, and its common shares had been selling at a low share price for more than a
year. In February 2006, Amex delisted Paragons common shares, which then commenced being quoted
on the Over-The-Counter Bulletin Board (OTC Bulletin Board) and on the pink sheets with the new
symbol PRLE.
Because our unrestricted cash was not sufficient to allow us to continue operations, in the third
quarter of 2006, three independent trustees signed subscription agreements to purchase 125,000
Class C Convertible Preferred Shares for an aggregate contribution of $500,000 cash to maintain the
Company as a corporate shell current in its SEC filings so that it may be used in the future for
real estate deals or sold to another company. There can be no assurance that we will be able to
close a transaction or keep the Company currently filed with the SEC. Even if our management is
successful in closing a transaction, investors may not value the transaction or the current filing
status with the SEC 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. In early 2008, the Company began to invest a portion of its available cash in publicly
traded shares of other real estate companies.
Real Estate
Paragon Real Estate, LP, an operating partnership of which we were sole general partner and owned a
1.0% interest, owned Richton Trail, a residential apartment community containing 72 units located
near Chicago, Illinois. Effective March 31, 2006, the Company transferred its interest in Paragon
Real Estate, LP to Hampton Court Associates, the sole limited partner of Paragon Real Estate, LP.
Since that date, we have not owned any real estate assets.
2
Real Estate Tenants
Because we no longer own any real estate, we have no tenants.
Competition
We compete for the acquisition of properties with many entities, including, among others, publicly
traded REITs, life insurance companies, pension funds, partnerships
and individual investors.
Many competitors have substantially greater financial resources than we have. In addition, certain
competitors may be willing to accept lower returns on their investments. If competitors prevent us
from buying properties that may be targeted for acquisition, our capital appreciation and valuation
may be impacted. Because we recently began to invest a portion of our available cash in publicly
traded shares of other real estate companies, we compete with other investors for these same
shares. We are subject to the fluctuations in market prices of these publicly traded securities.
Employees
The Company has three part-time employees as of March 14, 2008.
Cautionary Statements Regarding Forward-Looking Statements
This annual report contains historical information, as well as forward-looking statements that
involve known and unknown risks and relate to future events, our future financial performance, or
our expected future operations and actions. In some cases, you can identify forward-looking
statements by terminology such as may, will, should, expect, plan, anticipate,
believe, estimate, future, intend, could, hope, predict, target, potential, or
continue or the negative of these terms or other similar expressions. These forward-looking
statements are only our predictions based upon current information and involve numerous
assumptions, risks and uncertainties. Our actual results or actions may differ materially from
these forward-looking statements for many reasons. While it is impossible to identify all of
theses factors, the following could cause actual results to differ materially from those estimated
by us:
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changes in national economic conditions; |
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changes in local market conditions due to changes in general or local
economic
conditions and neighborhood characteristics; |
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changes in interest rates and in the availability, cost and terms of
mortgage funds; |
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impact of present or future environmental legislation and compliance
with
environmental laws; |
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ongoing need for capital improvements, particularly in older properties; |
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more attractive lease incentives offered by competitors in similar
markets; |
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increased market demand for newer properties; |
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changes in real estate tax rates and other operating expenses; |
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decreases in market prices of the shares of publicly traded real estate
companies; |
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adverse changes in governmental rules and fiscal policies; |
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adverse changes in zoning laws; and |
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other factors which are beyond our control. |
3
In addition, an investment in the Company involves numerous risks that potential investors should
consider carefully, including, without limitation:
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we have no operating assets; |
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our cash resources are limited; |
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we have a history of losses; |
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we have not been able to raise funds through a public equity offering; |
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our trustees control a significant percentage of our voting shares; |
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shareholders could experience possible future dilution through the
issuance of
additional shares; |
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we are dependent on a small number of key senior professionals who are
part-time
employees; and |
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we currently do not plan to distribute dividends to the holders of our shares. |
Item 2. Description of Property
As of December 31, 2007, we did not own any real estate assets.
Investments in Real Estate, Depreciation and Insurance Coverages
The Company has no investments in real estate at December 31, 2007 and does not require insurance
coverage.
Mortgage Loan
The Company does not have any mortgage loans outstanding at December 31, 2007.
Item 3. Legal Proceedings
In the normal course of business, we may be involved in legal actions arising from the ownership
and administration of real estate. In our opinion, the liabilities, if any, that may ultimately
result from such legal actions are not expected to have a materially adverse effect on our
consolidated financial position, operations or liquidity. We are not currently involved in any
legal actions.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of 2007.
PART II
Item 5. Market for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Our common shares began trading on the Amex on October 28, 1999 under the symbol RPP.
On June 30, 2003 we changed our name to Paragon Real Estate Equity and Investment Trust and our
new symbol on Amex for our common shares was PRG. Amex delisted Paragons common shares for
failure to meet listing requirements and in February 2006, Paragons common shares commenced being
quoted on the OTC Bulleting Board and on the pink sheets with the new symbol PRLE.
4
Our Class A Preferred Shares began trading on the Amex on October 28, 1999 under the symbol
RPP.A. In May 2003, we offered preferred shareholders a one-time incentive to exchange their
Class A preferred shares for common shares, which expired June 30, 2003. After the exchange offer
was completed, the remaining Class A preferred shares held by investors not affiliated with Paragon
had an aggregate market value below $1 million and therefore no longer met the minimum requirement
for listing on Amex. Amex suspended trading of the Class A preferred shares and the SEC removed
the Class A preferred shares from listing and registration in 2003. Preferred shareholders retain
the right to convert each of their shares for 0.046 common shares. The Class A preferred shares
are now quoted over-the-counter with the symbol PRGYP.
Our Class C Convertible Preferred Shares were issued effective September 29, 2006 to the trustees
of the Company who contributed cash and/or services for these shares. The Class C Convertible
Preferred Shares are not traded on an exchange.
The following table shows the range of the high and low sale prices for our common shares as
reported on Amex through February 14, 2006 and thereafter on the OTC Bulletin Board. The
quotations shown represent inter-dealer prices without adjustment for retail markups, markdowns or
commissions, and may not reflect actual transactions. Price quotations are stated after giving
effect to the reverse share split of 1-for-75 that was effective July 27, 2006.
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High |
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Low |
2007 |
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4th Quarter |
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$ |
0.45 |
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$ |
0.22 |
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3rd Quarter |
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$ |
0.51 |
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$ |
0.29 |
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2nd Quarter |
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$ |
0.51 |
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$ |
0.30 |
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1st Quarter |
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$ |
0.53 |
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$ |
0.38 |
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2006 |
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4th Quarter |
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$ |
1.50 |
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$ |
0.38 |
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3rd Quarter |
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$ |
2.25 |
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$ |
0.52 |
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2nd Quarter |
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5.25 |
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$ |
0.90 |
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1st Quarter |
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9.75 |
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4.50 |
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On March 14, 2008, the last reported sales price of our common shares on the OTC Bulletin Board was
$0.24. The number of holders of record of our common shares was 233 as of March 14, 2008 and we
estimate we have approximately 1,200 beneficial holders of common interests as of that same date.
Dividend Policy
We have not declared or paid dividends on our common shares since the fourth quarter of 1999, and
we do not anticipate paying dividends on our common shares in the foreseeable future. Declaration
or payment of dividends, if any, in the future, will be at the discretion of the board of trustees
and will depend on our then current financial condition, results of operations, capital
requirements and other factors deemed relevant by the board of trustees.
Preferred Share Conversions
No preferred shares were converted during the fourth quarter of 2007.
Issuer Purchases of Equity Securities
The Company did not purchase any equity securities within the fourth quarter of 2007 that were not
registered under the Securities Act.
5
Item 6. Managements Discussion and Analysis or Plan of Operation
Cautionary Statements Regarding Forward-Looking Statements
This annual report contains historical information, as well as forward-looking statements that
involve
known and unknown risks and relate to future events, our future financial performance, or our
expected future operations and actions. In some cases, you can identify forward-looking statements
by terminology such as may, will, should, expect, plan, anticipate, believe,
estimate, future, intend, could, hope, predict, target, potential, or continue or
the negative of these terms or other similar expressions. These forward-looking statements are
only our predictions based upon current information and involve numerous assumptions, risks and
uncertainties. Our actual results or actions may differ materially from these forward-looking
statements for many reasons. While it is impossible to identify all such factors, factors that
could cause actual results to differ materially from those estimated by us include:
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changes in national economic conditions; |
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changes in local market conditions due to changes in general or local
economic
conditions and neighborhood characteristics; |
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changes in interest rates and in the availability, cost and terms of
mortgage funds; |
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impact of present or future environmental legislation and compliance
with
environmental laws; |
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ongoing need for capital improvements, particularly in older properties; |
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more attractive lease incentives offered by competitors in similar
markets; |
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increased market demand for newer properties; |
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changes in real estate tax rates and other operating expenses; |
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decreases in market prices of the shares of publicly traded real estate
companies; |
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adverse changes in governmental rules and fiscal policies; |
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adverse changes in zoning laws; and |
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other factors which are beyond our control. |
In addition, an investment in the Company involves numerous risks that potential investors should
consider carefully, including, without limitation:
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we have no operating assets; |
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our cash resources are limited; |
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we have a history of losses; |
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we have not been able to raise funds through a public equity offering; |
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our trustees control a significant percentage of our voting shares; |
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shareholders could experience possible future dilution through the
issuance of
additional shares; |
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we are dependent on a small number of key senior professionals who are
part-time
employees; and |
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we currently do not plan to distribute dividends to the holders of our shares. |
6
Overview
Paragon Real Estate Equity and Investment Trust (the Company, Paragon, we, our, or us) is
a real estate company with its primary focus on reviewing value-added real estate deals, including
land development, retail, office, industrial, hotel, other real estate investment and operating
companies, and joint venture investments. Generally, the selling prices of this asset category
have been quite high and
have impacted the availability and cost of financing. Paragon has also been reviewing the
possibility of selling the corporate entity or seeking additional investors. In addition in early
2008, the Company began to invest a portion of its available cash in publicly traded shares of
other real estate companies.
As of December 31, 2007, the Company is a public shell current with its SEC filings. The board of
trustees intends to keep the Company currently filed with the SEC as a corporate shell that may be
used in the future for real estate deals or sold to another company. There can be no assurance
that we will be able to close a transaction or keep the Company currently filed with the SEC. Even
if our management is successful in closing a transaction, investors may not value the transaction
or the current filing status with the SEC 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 will materially and adversely affect the Companys ability to continue
operations, as well as its liquidity and financial results.
Brief History
Paragon was formed on March 15, 1994 as a Maryland real estate investment trust (REIT). We
operated as a traditional real estate investment trust by buying, selling, owning and operating
commercial and residential properties through December 31, 1999. In 2000, the Company purchased a
software technology company, resulting in the Company not meeting the Internal Revenue Code
qualifications to be a REIT for federal tax purposes. In 2002, the Company discontinued the
operations of the technology segment. We intend to
take advantage of our tax loss carryforwards before electing to be a REIT again.
Recent Developments in 2007 and Executive Overview
During 2007, the Company continued as a public shell current with its SEC filings. The board of
trustees approved investing a portion of the Companys available cash in shares of publicly traded
real estate companies, and the Company began doing so in early 2008.
Results of Operations
The following is a discussion of our results of operations for the years ended December 31, 2007
and 2006 and financial condition, including:
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Explanation of changes in the results of operations in the Consolidated Statements
of Operations for the year ended December 31, 2007 compared to the year ended
December 31, 2006. |
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Our critical accounting policies and estimates that require our subjective judgment and
are important to the presentation of our financial condition and results of operations. |
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Our primary sources and uses of cash for the year ended December 31, 2007, and how
we intend to generate cash for long-term capital needs. |
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Our current income tax status. |
Comparison of the years ended December 31, 2007 and 2006
During 2007, the Company did not own any real estate assets. Effective March 31, 2006, the
7
Company
transferred its 1.0% interest in Paragon Real Estate, LP, the operating partnership that owns
Richton Trail, to Hampton Court Associates, the sole limited partner of Paragon Real Estate, LP.
In our financial statements, we consolidated the revenues and expenses of Richton Trail as of March
31, 2006, which are shown as discontinued operations for the year ended December 31, 2006 because
of the transfer of our 1.0% interest to Hampton Court Associates as of March 31, 2006.
Revenues from Operations
Interest and other revenue increased by approximately $5,000 to approximately $10,000 for the year
ended December 31, 2007 compared to the year ended December 31, 2006. The increase is primarily
due to interest earned on the increase in cash and cash equivalents between the periods. Because
our unrestricted cash was not sufficient to allow us to continue operations, in the third quarter
of 2006, three independent trustees signed subscription agreements to purchase 125,000 Class C
Convertible Preferred Shares for an aggregate contribution of $500,000 cash to maintain the Company
as a corporate shell current in its SEC filings so that it may be used in the future for real
estate deals or sold to another company.
Expenses from Operations
Total expenses, comprised mostly of general and administrative expenses, decreased from
approximately $451,000 for the year ended December 31, 2006 to approximately $372,000 for the year
ended December 30, 2007, a net decrease of $79,000. The $372,000 of general and administrative
expenses for 2007 included non-cash charges of approximately $282,000 for executive officer salary,
trustee fees, and professional fees paid in the form of shares and options. The net decrease in
2007 expenses of $79,000 resulted from fewer overhead costs in 2007 compared to 2006. Accordingly,
the following expenses decreased in 2007: Insurance expense by approximately $35,000, legal fees
by approximately $15,000, accounting fees by approximately $12,000, and travel costs for visiting
properties by approximately $13,000. Payroll expenses also decreased $95,000 in 2007 compared to
2006, as well as other overhead expenses, such as rent, general consulting costs and expenses of
maintaining the public entity, which decreased approximately $3,000 net. Because the Company has
limited unrestricted cash available, it has not replaced employees who have left and has been
reducing other overhead expenses. None of the three part-time employees was paid cash compensation
in 2007. These reductions are offset by approximately $94,000 in increased trustee fees, a non-cash
expense because the fees were paid in the form of Class C Preferred Shares.
Loss from continuing operations
As a result of the above, loss from continuing operations decreased from approximately $447,000 for
the year ended December 31, 2006 to approximately $363,000 for the year ended December 31, 2007.
Gain on sale of marketable securities
The gain on sale of marketable securities of approximately $1,000 for the year ended December 31,
2006 was a result of our sale of 100 common shares of a publicly traded real estate company for
approximately $2,000.
Discontinued operations
Discontinued operations includes the revenues and expenses of Richton Trail, the Companys former
real estate asset.
Income from discontinued operations of residential properties before allocation to minority
interest was approximately $12,000 for the year ended December 31, 2006. In 2006, the operations
of Richton Trail are included for only three months through March 31, 2006, which was the date of
the transfer of the property to its previous owner.
8
Most of the income from discontinued operations is allocated to the minority interest, which owned
99.0% of the operating partnership, resulting in 1.0% of the discontinued operations remaining as
part of the Company.
Net loss attributable to Common Shareholders
Based on the above, the net loss attributable to Common Shareholders decreased from approximately
$446,000 for the year ended December 31, 2006 to approximately $363,000 for the year ended December
31, 2007.
Liquidity and Capital Resources
Cash provided by operations, equity transactions, and borrowings from affiliates and lending
institutions have generally provided the primary sources of liquidity to the Company.
Historically, the Company has used these sources to fund operating expenses, satisfy its debt
service obligations and fund distributions to shareholders. Presently, we are dependent on our
existing cash, which was provided by three independent trustees contributing $500,000 cash in
exchange for Class C Convertible Preferred Shares to maintain the Company as a corporate shell
current in its SEC filings so that it may be used in the future for real estate deals or sold to
another company. We have been reviewing alternatives, including value-added real estate deals for
land development, retail, office, industrial, hotel, other real estate investment and operating
companies, and joint venture investments, as well as reverse merging with another company, selling
the corporate entity, and seeking additional investors. In early 2008, the Company began to invest
a portion of its available cash in publicly traded shares of other real estate companies.
Cash Flows
As of December 31, 2007, our unrestricted cash resources were approximately $421,000. We are
dependent on our existing cash contributed by three independent trustees in exchange for Class C
Convertible Preferred Shares to meet our liquidity needs because we do not have cash from
operations to meet our operating requirements.
During the year ended December 31, 2007, the Companys cash balance increased by approximately
$208,000 from approximately $213,000 at December 31, 2006 to approximately $421,000 at December 31,
2007. During 2007, we received cash of $300,000 from three independent trustees in exchange for
Class C Convertible Preferred Shares. Cash of approximately $92,000 was used in continuing
operations.
Cash used for continuing operations included general and administrative costs, primarily for
maintaining Paragon as a public shell current with its SEC filings so that it may be used in the
future for real estate deals or sold to another company.
Future Obligations
Because the Company is a corporate shell that may be used in the future for real estate deals or
sold to another company, we have no cash from operations and have reduced our day-to-day overhead
expenses and material future obligations. We have reduced overhead expenses by issuing stock for
our CEOs salary and trustee fees, placing our other employees on a part-time unpaid basis, not
replacing employees who have left, reducing office space and rent, reducing use of outside
consultants, negotiating discounts on prices wherever possible, and foregoing other expenses.
Long Term Liquidity and Operating Strategies
We historically have financed our long term capital needs, including acquisitions, as follows:
9
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Borrowings from new loans; |
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Additional equity issuances of our common and preferred shares; and |
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Proceeds from the sales of our real estate and technology segment. |
Because our unrestricted cash is not sufficient to allow us to continue operations, we have been
reviewing other alternatives, including selling the corporate entity and seeking additional
investors. In 2007, the Company received final installment payments of $300,000 from three
independent trustees
for payment of Class C Convertible Preferred Shares. These funds will be used to maintain Paragon
as a public shell current with its SEC filings while it searches for and reviews other value added
real estate deals. In addition, the Company began in early 2008 to invest a portion of the
available cash in shares of publicly traded real estate companies that have share prices at
significant discounts to their net asset value.
Current Tax Status
At December 31, 2007, we have net operating losses of approximately $1.9 million. 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 carryforwards, which will expire in
varying amounts through the year 2027.
We, and certain of our subsidiaries, 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.
Interest Rates and Inflation
Interest rates rose during most of 2007 from the record low rates of the previous few years, and
then began to drop again in late 2007 as the Federal Reserve Bank lowered the discount rate. While
interest rates are again at record lows, debt financing is only available to the top-tier
creditworthy companies. Financial institutions are tightening financial covenant tests and
charging higher fees for loans, which will likely lead to a slow down in real estate transactions.
We were not significantly affected by inflation during the periods presented in this report due
primarily to the relative low nationwide inflation rates and the Company being a corporate shell
with minimal expenses.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are likely to have a current or future
material effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.
Application of Critical Accounting Estimates
Our Consolidated Financial Statements are prepared in accordance with generally accepted accounting
principles, which require us to make certain estimates and assumptions. The following section is a
summary of certain estimates that both require our most subjective judgment and are most important
to the presentation of our financial condition and results of operations. It is possible that the
use of different estimates or assumptions in making these judgments could result in materially
different amounts being reported in our Consolidated Financial Statements.
10
Valuation Allowance of Deferred Tax Asset
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. At December 31, 2007, we had net operating losses totaling
approximately $1.9 million. While these losses created a deferred tax asset of approximately
$746,000, a valuation allowance of $746,000 was applied against this asset because of the
uncertainty of whether we will be able to use these loss carryforwards, which will expire in
varying amounts through the year 2027. Pursuant to
Internal Revenue Code regulations, we will be limited to using approximately $1.5 million of the
prior net operating losses of $13.1 million, and these same regulations also limit the amount of
loss used in any one year.
Item 7. Financial Statements
The required audited consolidated financial statements of the Company are included herein
commencing on page F-1.
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 8a. Controls and Procedures
As of December 31, 2007, the date of this report, James M. Mastandrea, our Chief Executive Officer
and President, and John J. Dee, our Chief Financial Officer and Senior Vice President, evaluated
the effectiveness of the design and operation of the Companys disclosure controls and procedures
pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934. Based upon this evaluation,
Messrs. Mastandrea and Dee concluded that, as of December 31, 2007, our disclosure controls and
procedures are effective to ensure that material information relating to the Company and our
consolidated subsidiaries is recorded, processed, summarized and reported in a timely manner.
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our
evaluation of internal control over financial reporting includes using the COSO (Committee Of
Sponsoring Organizations) framework of the Treadway Commission to identify the risks and control
objectives within our Company. We have established policies and procedures that provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with U.S. generally accepted accounting
principles.
Based on the results of our evaluation, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.
Further, there were no significant changes in the internal controls or, to our knowledge, in other
factors that could significantly affect such controls subsequent to December 31, 2007.
Item 8b. Other Information
None.
11
PART III
Item 9. Trustees, Executive Officers of the Registrant, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act
The names, ages and positions of our trustees and executive officers are as follows:
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Expiration |
Name |
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Age |
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Position |
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of Term(1) |
James C. Mastandrea
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64 |
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President, Chief
Executive Officer
and Chairman of
Board of Trustees
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2006 (1)
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John J. Dee
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56 |
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Senior Vice
President, Chief
Financial Officer
and
Trustee
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2007 (1)
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Daryl J. Carter
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52 |
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Trustee
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2008 |
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Daniel G. DeVos
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50 |
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Trustee
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2006 (1)
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Paul T. Lambert
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55 |
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Trustee
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2007 (1)
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Michael T. Oliver
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64 |
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Trustee
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2008 |
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(1) |
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Because the trustees own a significant number of the voting shares and the
Company is reducing expenses to conserve its limited cash, an annual meeting was
not held in 2007 or 2006. The trustees will continue to serve until an election of
trustees is held, though no election is currently planned. |
Board of Trustees and Executive Officers
The business experience, principal occupations and employment, as well as the periods of service,
of each of our trustees and executive officers during at least the last five years are set forth
below.
James C. Mastandrea has served as President and Chairman of the Board of Trustees since March 4,
2003 and as Chief Executive Officer since April 7, 2003. Since October 2, 2006, he has also been
Chairman and Chief Executive Officer of Whitestone REIT, a public though non-traded REIT.
Mr. Mastandrea is Chairman and Chief Executive Officer of MDC Realty Corporation, Chicago,
Illinois, which he founded in 1978 and has used for the development of over $500 million of real
estate projects until 1993. From July 1993 to December 1993, Mr. Mastandrea was President of First
Union Real Estate Investments, a NYSE listed real estate investment trust headquartered in
Cleveland, Ohio. From January 1994 until his departure in May 1998, he was Chairman of the Board of
Trustees and Chief Executive Officer of First Union. During his tenure at First Union, Mr.
Mastandrea and his management team substantially grew the assets of the company from $495 million
at the beginning of 1994 to $1 billion, along with commensurate growth in net operating income and
funds from operations, at the end of his tenure in mid-1998. Mr. Mastandrea is a director of
Cleveland State University Foundation Board and a member of the Strategic Planning Committee, a
director and a member of the real estate committee of University Circle Inc., Cleveland, Ohio, and
a director of the Calvin Business Alliance Board at Calvin College, Grand Rapids, Michigan. He is
also a member of Pension Real Estate Association (PREA).
12
John J. Dee has served as a trustee and Senior Vice President since March 4, 2003, and as Chief
Financial Officer since April 7, 2003. Since October 3, 2006, Mr. Dee has also been Chief
Operating Officer, Executive Vice President, and Director of Finance at Whitestone REIT, a public
though non-traded REIT. Prior to Mr. Dees joining Paragon, from 2002 to 2003, he was Senior Vice
President and Chief Financial Officer of MDC Realty Corporation, Cleveland, Ohio, an affiliate of
MDC Realty Corporation, Chicago, Illinois. From 2000 to 2002, Mr. Dee was Director of Finance and
Administration for Frantz Ward, LLP, Cleveland, Ohio, a Cleveland-based law firm with approximately
100 employees. From 1978 to 2000, Mr. Dee held various management positions with First Union Real
Estate Investments (NYSE), most recently as Senior Vice President and Chief Accounting Officer from
1996 to 2000. Mr. Dee is licensed as a CPA (non-practicing) in the State of Ohio.
Daryl J. Carter has served as a trustee since June 30, 2003. Mr. Carter is the Founder, Chairman
and CEO of Avanath Capital Partners, LLC, an investment firm focused on urban-themed real estate
and mortgage investments. Mr. Carter directs the strategy, investments, and overall operations of
the firm. Previously, Mr. Carter was an Executive Managing Director of Centerline Capital Group
(Centerline) a subsidiary of Centerline Holding Company (NYSE), and head of the Commercial Real
Estate Group. Mr. Carter was responsible for overseeing the Commercial Real Estate Groups national
origination platform, investment strategy and new business development. He was also the President
of American Mortgage Acceptance Corporation, a publicly-held, commercial mortgage lender (AMEX)
that was externally managed by Centerline. Mr. Carter became part of Centerline when his company,
Capri Capital Finance (CCF), was acquired by Centerline in 2005. Mr. Carter co-founded and served
as Co-Chairman of both CCF and Capri Capital Advisors in 1992. He was instrumental in building
Capri to a diversified real estate firm with $8 billion in real estate equity and debt investments
under management. Prior to Capri, Mr. Carter was Regional Vice President at Westinghouse Credit
Corporation in Irvine and a Second Vice President at Continental Bank in Chicago. Mr. Carter is a
Trustee of the Urban Land Institute, Executive Committee Member of the National Multifamily Housing
Association and Vice Chairman of the Commercial Board of Governors of the Mortgage Bankers
Association. Mr. Carter serves on the Deans Advisory Council of the M.I.T. Sloan School of
Management.
Daniel G. DeVos has served as a trustee since March 4, 2003. Mr. DeVos is Chairman of the Board
and Chief Executive Officer of DP Fox Ventures, LLC, a diversified management enterprise with
investments in real estate, transportation, and sports teams. In addition, Mr. DeVos is the
majority
owner of the Grand Rapids Rampage (AFL), Grand Rapids Griffins (AHL) and has ownership interests
in the Orlando Magic (NBA). Mr. DeVos is a director of Alticor, Inc., the parent of Amway
Corporation, located in Ada, Michigan, and the Orlando Magic (NBA). From 1994 to 1998, Mr. DeVos
served as a trustee of First Union Real Estate Investments (NYSE).
Paul T. Lambert has served as a trustee since November 1998. Mr. Lambert serves as the Chief
Executive Officer of Lambert Capital Corporation. He served on the Board of Directors and was the
Chief Operating Officer of First Industrial Realty Trust, Inc. (NYSE) from its initial public
offering in October 1994 to the end of 1995. Mr. Lambert was one of the largest contributors to
the formation of First Industrial and one of its founding shareholders. Prior to forming First
Industrial, Mr. Lambert was managing partner for The Shidler Group, a national private real estate
investment company. Prior to joining Shidler, Mr. Lambert was a commercial real estate developer
with Dillingham Corporation and, prior to that, was a consultant with The Boston Consulting Group.
Michael T. Oliver has served as a trustee since March 4, 2003. Mr. Oliver is Director of New
Business Development at Concierge Asset Management. Mr. Oliver was the State Investment Officer of
Real Estate and Private Equity Investments of the Alaska State Pension Board of the Alaska State
Pension Fund, Juneau, Alaska, a position he held from August 2000 through September 2005. Mr.
Oliver was a consultant from March 1998 to July 2000 to MPAC Capital Markets, Seattle, Washington,
and a consultant to several Asian governments concerning laws governing real estate investment
trusts. From April 1996 to March 1998, Mr. Oliver was Chairman of RERC Capital
13
Markets, LLC,
Chicago, Illinois. From March 1987 to February 1996, he was Chairman of Heitman/PRA Securities
Advisors, Inc. and President of its Real Estate Fund. Prior to March 1987 and since 1967, Mr.
Oliver held positions at real estate companies raising capital and making direct investments in
real estate, and at investment banking firms analyzing real estate companies and raising capital.
The board of trustees has determined that each of Messrs. Carter, DeVos, Lambert and Oliver do not
have a material relationship with Paragon that would interfere with the exercise of independent
judgment and are independent as defined by the applicable rules of the SEC. Mr. Oliver is the
chairman of Paragons audit committee and serves as the committees financial expert. Mr. Carter
is the chairman of the management, organization and compensation committee. All four independent
trustees are on the audit committee and the management, organization and compensation committee.
Code of Ethics
On January 14, 2004, our Board of Trustees adopted a code of conduct and ethics that applies to all
officers, trustees and employees of Paragon, including our principal executive officer, principal
financial officer and principal accounting officer. The Code of Conduct and Ethics is filed as
exhibit 14 to our annual report for the year ended December 31, 2003. Upon written request to the
Company, we will provide a copy of our Code of Conduct and Ethics without charge.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys officers, trustees and
persons who own more than 10% of our common shares to file reports of ownership and changes in
ownership with the SEC. Officers, trustees and greater than 10% shareholders are required by
regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on review
of the copies of Form 4s filed by trustees reporting grants of restricted shares and options
furnished to us, or written representations that no Annual Statements of Beneficial Ownership of
Securities on Form 5 were required to be filed, we believe that for the fiscal year ended December
31, 2007, all Section 16(a) filing requirements applicable to our officers, trustees and greater
than 10% shareholders were complied with.
Item 10. Executive Compensation
The following table sets forth the compensation paid to our CEO for the years ended December 31,
2007 and December 31, 2006.
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Restricted Stock |
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All Other |
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|
Name and Position |
|
Year |
|
Salary(1) |
|
Awards(6) |
Compensation(6) |
|
Total |
James C. Mastandrea
|
|
|
2007 |
|
|
$ |
0 |
(2) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Chief Executive Officer,President and Chairman |
|
|
2006 |
|
|
$ |
45,000 |
(3) |
|
$ |
200,000 |
(4) |
|
$ |
50,000 |
(5) |
|
$ |
295,000 |
|
|
|
|
(1) |
|
No bonuses were paid for the years ended December 31, 2007 and December 31, 2006. |
|
(2) |
|
No cash salary was paid for the year ended December 31, 2007. |
|
(3) |
|
Represents salary from January 1 through September 30, 2006. |
|
(4) |
|
Represents 44,444 restricted Class C Convertible Preferred Shares for services as an
officer of the Company from September 29, 2006 through September 29, 2008. |
|
(5) |
|
Represents 12,500 restricted Class C Convertible Preferred Shares for services as a
trustee and Chairman of the Company from September 29, 2006 through September 29, 2008. |
|
(6) |
|
Amounts were determined in accordance with Statement of Financial Accounting Standard
No. 123R |
14
The following table sets forth the status of equity awards as of December 31, 2007.
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Stock Awards |
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Equity Incentive |
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Plan Awards: |
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Option Awards |
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Market |
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Number of |
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Number of |
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Number of |
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Number of |
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Value of |
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Unearned |
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Securities |
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Securities |
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Shares or |
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Shares or |
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Shares, Units |
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Underlying |
|
Underlying |
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Units of |
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Units of |
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or Other |
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Unexercised |
|
Unexercised |
|
Option |
|
Option |
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Stock That |
|
Stock That |
|
Rights That |
|
|
Options |
|
Options |
|
Exercise |
|
Expiration |
|
Have Not |
|
Have Not |
|
Have Not |
Name |
|
Exercisable |
|
Unexercisable |
|
Price |
|
Date |
|
Vested |
|
Vested |
|
Vested |
James C. Mastandrea
|
|
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2,000 |
(1) |
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$ |
20.25 |
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1/2/09 |
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2,000 |
(2) |
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$ |
760.00 |
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(3 |
) |
Chief Executive Officer,
President and Chairman |
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(1) |
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The options are exercisable beginning January 2, 2007 and expire on January 2, 2009. |
|
(2) |
|
Represents restricted common shares issued January 2, 2004. Half of the restricted shares
vest in five years or earlier if Paragons share price rises to $75.00 per share. The
remaining half vests when funds from operations has doubled or when Paragons share price is
50% higher compared to the average trading price for the five days preceding the grant date. |
|
(3) |
|
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
deal 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
proforma 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. |
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.
Mastandreas employment is for two years and may be extended for terms of one year through his
70th birthday. 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, Mr. Mastandrea received 44,444 Class C Convertible
Preferred Shares for his services as an officer of Paragon through September 29, 2008.
15
Effective June 30, 2003, we issued 696,078 preferred shares valued at approximately $2.4 million to
Messrs. Mastandrea and Dee pursuant to separate restricted share agreements. On June 30, 2003,
534,668 preferred shares were converted at a factor of 0.305 into 163,116 common shares. Under the
restricted share agreement for each of Mr. Mastandrea and Mr. Dee, the restricted shares vest upon
the later of the following dates:
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the date our gross assets exceed $50.0 million, or |
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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. |
The number of common shares and the conversion factor have been revised to reflect the 1-for-75
reverse split of the common shares that occurred in July 2006.
Compensation of Trustees
During the year ended December 31, 2007, trustees were not paid any compensation.
In lieu of cash payments for trustee fees, effective September 29, 2006, each trustee of the
Company received 12,500 restricted Class C Convertible Preferred Shares for service as a trustee
until
September 29, 2008. The shares are restricted until the latest to occur of: (a) a public offering
by the Company sufficient to liquidate the shares, (b) an exchange of the Companys existing shares
for new shares, and (c) September 29, 2008. Mr. Mastandreas 12,500 restricted Class C Convertible
Preferred Shares are included in the executive compensation table above for 2006.
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 deal 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 proforma 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.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table includes certain information with respect to the beneficial ownership of our
shares by: (i) each person known by us to own more than 5% in interest of the outstanding shares:
(ii) each of the trustees; (iii) each of our executive officers; and (iv) all of the trustees and
executive officers as a group. Except as otherwise noted, the person or entity named has sole
voting and investment power over the shares indicated.
16
The table shows ownership as of March 14, 2008.
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Total Common Shares |
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Common Shares(2) |
|
Preferred A Shares(3) |
|
Preferred C Shares(4) |
|
and Preferred Shares(5) |
Name and Address(1) |
|
Number |
|
Percent(6) |
|
Number |
|
Percent(6) |
|
Number |
|
Percent(6) |
|
Number |
|
Percent(6) |
James C. Mastandrea |
|
|
176,163 |
(7) |
|
|
43.4 |
% |
|
|
161,410 |
(15) |
|
|
58.2 |
% |
|
|
56,944 |
|
|
|
23.3 |
% |
|
|
794,846 |
(17) |
|
|
77.6 |
% |
Paragon Real Estate |
|
|
163,117 |
(8) |
|
|
40.4 |
% |
|
|
161,410 |
(15) |
|
|
58.2 |
% |
|
|
|
|
|
|
|
|
|
|
212,359 |
(18) |
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|
46.8 |
% |
Development, LLC |
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|
|
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|
|
|
|
|
|
|
|
|
Paul T. Lambert |
|
|
34,448 |
(9) |
|
|
8.5 |
% |
|
|
|
|
|
|
|
|
|
|
62,500 |
|
|
|
25.6 |
% |
|
|
659,448 |
(19) |
|
|
64.0 |
% |
John J. Dee |
|
|
6,000 |
(10) |
|
|
1.5 |
% |
|
|
|
(16) |
|
|
|
|
|
|
12,500 |
|
|
|
5.1 |
% |
|
|
131,000 |
(20) |
|
|
24.7 |
% |
Daryl J. Carter |
|
|
3,000 |
(11) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
15.3 |
% |
|
|
378,000 |
(21) |
|
|
48.4 |
% |
Daniel G. DeVos |
|
|
3,000 |
(11) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
62,500 |
|
|
|
25.6 |
% |
|
|
628,000 |
(22) |
|
|
61.0 |
% |
Michael T. Oliver |
|
|
1,667 |
(12) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
12,500 |
|
|
|
5.1 |
% |
|
|
126,667 |
(23) |
|
|
23.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All trustees
and current
executive officers as a group (13) |
|
|
224,278 |
(14) |
|
|
54.3 |
% |
|
|
161,410 |
|
|
|
58.2 |
% |
|
|
244,444 |
|
|
|
100.0 |
% |
|
|
2,717,961 |
(24) |
|
|
93.5 |
% |
|
|
|
* |
|
Indicates less than one percent |
|
(1) |
|
Unless otherwise indicated, the address of all beneficial owners is our corporate headquarters at
1240 Huron Road, Cleveland, Ohio 44115. |
|
(2) |
|
Percentages based on 404,212 common shares outstanding, not including 38,130 shares held in
treasury. For each individual trustee and executive officer, also includes common shares he has
the right
to acquire through share options that are currently exercisable as of March 14, 2008. The total
options for all named persons is 8,667. |
|
(3) |
|
Percentages based on 277,455 preferred A shares outstanding as of March 14, 2008, which convert to
54,578 common shares as follows: 161,410 preferred A shares are each convertible into 0.305 common
shares and 116,045 preferred A shares are each convertible into 0.046 common shares. |
|
(4) |
|
Percentages based on 244,444 preferred C shares outstanding as of March 14, 2008, which convert to
2,444,440 common shares. Each preferred C share is convertible into 10 common shares. |
|
(5) |
|
Percentages based on 404,212 common shares outstanding, not including 38,130 shares held in
treasury, and 244,444 preferred C shares which convert to 2,444,440 common shares. For each
individual trustee and executive officer, also includes common shares he has the right to acquire
through share options that are currently exercisable as of March 14, 2008. Mr. Mastandreas
percentage is calculated using a denominator that includes (i) 404,212 common shares, not
including 38,130 shares held in treasury; (ii) 56,944 preferred C shares that convert to 569,440
common shares; (iii) 2,000 options; and (iv) 161,410 preferred A shares, which convert to 49,243
common shares. |
|
(6) |
|
The ownership percents total more than 100% due to more than one person or entity being considered
the beneficial owner of the same shares, in accordance with SEC regulations for this table. |
|
(7) |
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party which Mr.
Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate
Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 4,000 restricted common
shares; (iv) 2,000 options; and (v) 379 common shares. |
|
(8) |
|
Mr. Mastandrea is the managing member of Paragon Real Estate Development, LLC and these shares are
also included in Mr. Mastandreas common shares. |
|
(9) |
|
Includes: (i) 1,666 options; (ii) 5,930 common shares held by Lambert Equities II, LLC, of which
Mr. Lambert is the controlling majority member and sole manager; and (iii) 26,852 common shares. |
17
|
|
|
(10) |
|
Includes: (i) 4,000 restricted common shares; and (iii) 2,000 options. Does not include 163,117
common shares held by Paragon Real Estate Development, LLC, of which Mr. Dee is a member. |
|
(11) |
|
Includes: (i) 2,000 common shares and (ii) 1,000 options. |
|
(12) |
|
Includes (i) 667 common shares and (ii) 1,000 options. |
|
(13) |
|
Includes six named persons. |
|
(14) |
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party which Mr.
Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate
Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 8,000 restricted common
shares; (iv) 8,667 options; and (v) 37,827 common shares. |
|
(15) |
|
Represents shares held by Paragon Real Estate Development, LLC, of which Mr. Mastandrea is the
managing member. Each preferred A share is convertible into 0.305 common shares. |
|
(16) |
|
Does not include 161,410 preferred A shares held by Paragon Real Estate Development, LLC, of which
Mr. Dee is a member. |
|
(17) |
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party which Mr.
Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate
Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 4,000 restricted common
shares; (iv) 2,000 options; (v) 49,243 common shares issuable upon conversion of 161,410 preferred
A shares held by Paragon Real Estate Development, LLC; (vi) 569,440 common shares issuable upon
conversion of 56,944 preferred C shares; and (vii) 379 common shares. |
|
(18) |
|
Includes (i) 163,116 common shares and (ii) 49,243 common shares issuable upon conversion of
161,410 preferred A shares. These shares are also included in Mr. Mastandreas total shares. |
|
(19) |
|
Includes: (i) 1,666 options; (ii) 625,000 common shares issuable upon conversion of 62,500
preferred C shares; and (iii) 32,782 common shares. |
|
(20) |
|
Includes: (i) 4,000 restricted common shares; (ii) 2,000 options; and (iii) 125,000 common shares
issuable upon conversion of 12,500 preferred C shares. Does not include 163,117 common shares or
161,410 preferred A shares held by Paragon Real Estate Development, LLC, of which Mr. Dee is a
member. |
|
(21) |
|
Includes: (i) 2,000 common shares; (ii) 1,000 options; and (iii) 375,000 common shares issuable
upon conversion of 37,500 preferred C shares. |
|
(22) |
|
Includes: (i) 2,000 common shares; (ii) 1,000 options; and (iii) 625,000 common shares issuable
upon conversion of 62,500 preferred C shares. |
|
(23) |
|
Includes: (i) 667 common shares; (ii) 1,000 options; and (iii) 125,000 common shares issuable upon
conversion of 12,500 preferred C shares. |
|
(24) |
|
Includes: (i) 6,667 restricted common shares issuable to an independent third party which Mr.
Mastandrea has the right to vote; (ii) 163,117 common shares held by Paragon Real Estate
Development, LLC, of which Mr. Mastandrea is the managing member; (iii) 8,000 restricted common
shares; (iv) 8,667 options; (v) 49,243 common shares issuable upon conversion of 161,410 preferred
A shares held by Paragon Real Estate Development, LLC; (vi) 2,444,440 common shares issuable upon
conversion of 244,444 preferred C shares; and (vii) 37,827 common shares. |
18
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted- |
|
Number of securities |
|
|
securities to be |
|
average exercise |
|
remaining available |
|
|
issued upon |
|
price of |
|
for future issuance |
|
|
exercise of |
|
outstanding |
|
under equity |
|
|
outstanding |
|
options, |
|
compensation plans |
|
|
options, warrants |
|
warrants and |
|
(excluding securities |
Equity Compensation Plans Approved/ |
|
and rights |
|
rights |
|
reflected in column (a)) |
Not Approved by Security Holders |
|
(a) |
|
(b) |
|
(c) |
Equity compensation plans approved by
security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Share Option Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Options for common shares |
|
|
725 |
|
|
$ |
402.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 Share Option Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted common shares |
|
|
17,333 |
|
|
$ |
|
|
|
|
|
|
Options for common shares |
|
|
8,667 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,000 |
|
|
$ |
6.00 |
|
|
|
20,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved
by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares |
|
|
6,667 |
|
|
$ |
|
|
|
|
|
|
Warrants for common shares |
|
|
12,300 |
|
|
$ |
27.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,967 |
|
|
$ |
18.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total all plans Common shares |
|
|
45,692 |
|
|
$ |
17.25 |
|
|
|
20,667 |
|
Preferred shares |
|
|
|
|
|
$ |
|
|
|
|
|
|
In addition to the above plans, we entered into an agreement dated March 4, 2003 and approved by
the shareholders on June 30, 2003 with Mr. Mastandrea, Mr. Dee and Paragon Real Estate Development,
LLC of which Mr. Mastandrea is the managing member, and Mr. Dee is a member. Pursuant to this
agreement, we may issue up to $26.0 million in our common shares to Paragon Real Estate
Development, LLC in exchange for it and its members procuring future acquisition, development and
re-development real estate transactions for Paragons benefit. 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 deal to Paragon, he would receive additional common shares of Paragon in accordance with the
formula in the agreement. This agreement is intended to serve as incentive for the trustees and
officers of Paragon to increase our assets and net operating income in the future. The exact
number of common shares that would be issued will be calculated in accordance with a formula based
on the type of project that they present to us. The formula for a particular real estate
transaction would be calculated by dividing (i) estimated net operating income to be generated from
the real estate transaction for the first year following its consummation by (ii) the
capitalization rate used in the real estate transaction, less the applicable basis point factor.
The applicable basis point factor is defined as: 75 basis points for the acquisition of an
existing operating property, 87.5 basis points for the acquisition of a re-development property,
and 100 basis points for the acquisition of a development property. We would issue our common
shares only upon the closing of the real estate transaction. For any transaction brought to
Paragon by Messrs. Mastandrea and Dee, Mr. Mastandrea would be allocated half of the common shares
and Mr. Dee would be allocated the other half, and all of their common shares would be held by
Paragon Real Estate Development, LLC for the benefit of its owners.
19
Item 12. Certain Relationships and Related Transactions; Trustee Independence
Relationships and Related Transactions
None.
Trustee Independence
Our Board has affirmatively determined that four of our six trustees are independent under the
NASDAQ listing standards, applicable SEC rules and the standards prescribed by our declaration of
trust. These trustees are Daryl J. Carter, Daniel G. DeVos, Paul T. Lambert, and Michael T.
Oliver. Messrs. Mastandrea and Dee, our other two trustees, are also executive officers of the
Company, and therefore are not considered to be independent according to these standards.
Item 13. Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
2.1
|
|
Asset Contribution Agreement among
Hampton Court Associates, L.P.,
Paragon Real Estate, L.P., and the
Company (filed as Exhibit 2.1 with
the Companys Current Report on
Form 8-K filed on March 5, 2003
and incorporated herein by
reference) |
|
|
|
2.2
|
|
Additional Contribution Agreement
between the Company and Paragon
Real Estate Development, LLC
(filed as Exhibit 2.7 with the
Companys Current Report on Form
8-K filed on March 5, 2003 and
incorporated herein by reference) |
|
|
|
2.3
|
|
Amendment to Additional
Contribution Agreement between the
Company, the Board of Trustees and
each Trustee individually dated
September 29, 2006. (filed as
Exhibit 2.1 with the Companys
Current Report on Form 8-K filed
on October 3, 2006 and
incorporated herein by reference) |
|
|
|
2.4
|
|
Modification Agreement between the
Company and Paragon Real Estate
Development, LLC (filed as Exhibit
2.8 with the Companys Current
Report on Form 8-K filed on March
5, 2003 and incorporated herein by
reference) |
|
|
|
2.5
|
|
Amendment No. 1 to the Agreement
of Limited Partnership of
Wellington Properties Investments,
L.P. among the Company and the
Limited Partners named therein
(filed as Exhibit 2.9 with the
Companys Current Report on Form
8-K filed on March 5, 2003 and
incorporated herein by reference) |
|
|
|
2.6
|
|
Closing Agreement dated June 27,
2003 among the Company, Hampton
Court Associates, L.P., Hoyt
Properties, Inc. and WLPT Funding
LLC (filed as Exhibit 2.5 with the
Companys Current Report on Form
8-K filed on July 15, 2003 and
incorporated herein by reference) |
|
|
|
3.1
|
|
Articles of Amendment and
Restatement of the Declaration of
Trust of the Company (filed as
Exhibit 3.1 with the Companys
Registration Statement on Form
SB-2/A filed on October 14, 1999
and incorporated herein by
reference) |
|
|
|
3.2
|
|
Articles of Amendment of
Declaration of Trust of the
Company (filed as Exhibit 2.3 with
the Companys Current Report on
Form 8-K filed on July 15, 2003
and incorporated herein by
reference) |
20
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
3.3
|
|
Articles Supplementary to the
Declaration of Trust of the
Company (filed as Exhibit 3.1 with
the Companys Current Report on
Form 8-K filed on July 23, 2004
and incorporated herein by
reference) |
|
|
|
3.4
|
|
Articles of Amendment of
Declaration of Trust of the
Company (filed as Exhibit 3.1 with
the Companys Current Report on
Form 8-K filed on July 17, 2006
and incorporated herein by
reference) |
|
|
|
3.5
|
|
Articles Supplementary to the
Declaration of Trust of the
Company (filed as Exhibit 3.1 with
the Companys Current Report on
Form 8-K filed on October 3, 2006
and incorporated herein by
reference) |
|
|
|
3.6
|
|
Amended and Restated Bylaws of the
Company (filed as Exhibit 3.2 with
the Companys Registration
Statement on Form SB-2/A filed on
October 14, 1999 and incorporated
herein by reference) |
|
|
|
3.7
|
|
Amendment No. 1 to the Amended and
Restated Bylaws of the Company
(filed as Exhibit 3.4 with the
Companys Quarterly Report on Form
10-QSB for the quarter ended June
30, 2003 and incorporated herein
by reference) |
|
|
|
3.8
|
|
Amendment No. 2 to the Amended and
Restated Bylaws of the Company
(filed as Exhibit 3.2 with the
Companys Current Report on Form
8-K filed on October 19, 2005 and
incorporated herein by reference) |
|
|
|
4.1
|
|
Voting and Stock Restriction
Agreement among the Company,
Steven B. Hoyt, Duane H. Lund,
Paul T. Lambert, John J. Dee,
James C. Mastandrea, and Paragon
Real Estate Development, LLC
(filed as Exhibit 2.2 with the
Companys Current Report on Form
8-K filed on March 5, 2003 and
incorporated herein by reference) |
|
|
|
10.1
|
|
Employment Agreement of James C.
Mastandrea (filed as Exhibit 2.3
with the Companys Current Report
on Form 8-K filed on March 5, 2003
and incorporated herein by
reference) (1) |
|
|
|
10.2
|
|
Employment Agreement of John J.
Dee (filed as Exhibit 2.4 with the
Companys Current Report on Form
8-K filed on March 5, 2003 and
incorporated herein by reference)
(1) |
|
|
|
10.3
|
|
Restricted Share Agreement of
James C. Mastandrea (filed as
Exhibit 2.5 with the Companys
Current Report on Form 8-K filed
on March 5, 2003 and incorporated
herein by reference)
(1) |
|
|
|
10.4
|
|
Restricted Share Agreement of John
J. Dee (filed as Exhibit 2.6 with
the Companys Current Report on
Form 8-K filed on March 5, 2003
and incorporated herein by
reference) (1) |
|
|
|
10.5
|
|
Form of Restricted Share Agreement
for Trustees dated September 26,
2006 (filed as Exhibit 10.3 with
the Companys Current Report on
Form 8-K filed on October 3, 2006
and incorporated herein by
reference) (1) |
|
|
|
10.6
|
|
Agreement of Limited Partnership
of Paragon Real Estate, L.P.
(filed as Exhibit 2.2 with the
Companys Current Report on Form
8-K filed on July 15, 2003 and
incorporated herein by reference) |
21
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
10.7
|
|
2004 Share Option Plan of the Company (filed as Exhibit 4.1 with the Companys
Registration Statement on Form S-8 filed on July 23, 2004 and incorporated herein by
reference) |
|
|
|
10.8
|
|
Stock Subscription Agreement between James C. Mastandrea and the Company dated as of
September 29, 2006 (filed as Exhibit 10.2 with the Companys Current Report on Form 8-K
filed on October 3, 2006 and incorporated herein by reference) |
|
|
|
10.9
|
|
Form of Stock Subscription Agreement between Investors and the Company dated as of
September 29, 2006 (filed as Exhibit 10.1 with the Companys Current Report on Form 8-K
filed on October 3, 2006 and incorporated herein by reference) |
|
|
|
10.10
|
|
Modification Agreement between the Company and John J. Dee dated April 3, 2006 (filed as
Exhibit 10.2 with the Companys Current Report on Form 8-K filed on April 6, 2006 and
incorporated herein by reference) |
|
|
|
10.11
|
|
Modification Agreement between the Company and James C. Mastandrea dated April 3, 2006 |
|
|
(filed as Exhibit 10.1 with the Companys Current Report on Form 8-K filed on April 6,
2006 and incorporated herein by reference) |
|
|
|
14
|
|
Code of Conduct and Ethics (filed as Exhibit 14 with the Companys Annual Report on
Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference)
|
|
|
|
31.1
|
|
Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 Chief Executive
Officer (2) |
|
|
|
31.2
|
|
Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 Chief Financial
Officer (2) |
|
|
|
32.1
|
|
CEO/CFO Certification under Section 906 of Sarbanes-Oxley Act of 2002 (2) |
|
|
|
(1) |
|
Indicates a management contract or compensatory plan or arrangement |
|
(2) |
|
Filed or furnished herewith |
22
Item 14. Principal Accountant Fees and Services
The aggregate fees billed by the principal independent registered public accountants (Boulay,
Heutmaker, Zibell & Co., P.L.L.P.) to the Company for the fiscal
years ended December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Approved |
|
|
|
|
|
|
|
|
|
|
by Audit |
Category |
|
Year |
|
Fees |
|
Committee |
Audit Fees (1) |
|
|
2007 |
|
|
$ |
31,900 |
|
|
|
100 |
% |
|
|
|
2006 |
|
|
$ |
46,700 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees |
|
|
2007 |
|
|
$ |
|
|
|
|
|
|
|
|
|
2006 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees (2) |
|
|
2007 |
|
|
$ |
3,600 |
|
|
|
100 |
% |
|
|
|
2006 |
|
|
$ |
3,700 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Fees |
|
|
2007 |
|
|
$ |
|
|
|
|
|
|
|
|
|
2006 |
|
|
$ |
|
|
|
|
|
|
|
|
|
(1) |
|
Audit fees include audits and reviews of required SEC filings and proposed
acquisitions of properties. |
|
(2) |
|
Tax fees include the preparation of the Federal tax return. |
Policy for Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Before the
independent auditors are engaged by the Company to render audit or non-audit services, the Audit Committee approves the engagement.
23
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
Paragon real estate equity and investment trust |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ James C. Mastandrea
|
|
|
Date: March 18, 2008
|
|
|
|
James C. Mastandrea
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
Paragon real estate equity and investment trust |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ John J. Dee |
|
|
|
|
|
|
|
|
|
Date: March 18, 2008
|
|
|
|
John J. Dee
Chief Financial Officer |
|
|
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints John J. Dee, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-KSB and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
In accordance with Section 13 or 15(d) of the Securities Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ James C. Mastandrea
James C. Mastandrea
|
|
Trustee, Chief Executive Officer and
President
|
|
March 18, 2008 |
|
|
|
|
|
/s/ John J. Dee
John J. Dee
|
|
Trustee, Senior Vice President and
Chief Financial Officer
|
|
March 18, 2008 |
|
|
|
|
|
|
|
|
|
March 18, 2008 |
Daryl J. Carter
|
|
Trustee |
|
|
|
|
|
|
|
|
|
|
|
March 18, 2008 |
Daniel G. DeVos
|
|
Trustee |
|
|
|
|
|
|
|
|
|
|
|
March 18, 2008 |
Paul T. Lambert
|
|
Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Oliver
|
|
Trustee
|
|
March 18, 2008 |
24
PARAGON REAL ESTATE EQUITY AND INVESTMENT TRUST AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page |
|
|
|
F-2 |
|
|
|
|
|
F-3 |
|
|
|
|
|
F-4 |
|
|
|
|
|
F-5 |
|
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|
F-6 |
|
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|
|
|
F-7 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of
Paragon Real Estate Equity and Investment Trust and Subsidiaries:
We have audited the accompanying consolidated balance sheet of Paragon Real Estate Equity and
Investment Trust and Subsidiaries as of December 31, 2007, and the related consolidated statements
of operations, shareholders equity, and cash flows for the years ended December 31, 2007 and 2006.
Paragon Real Estate Equity and Investment Trust and Subsidiaries management is responsible for
these financial statements. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Paragon Real Estate Equity and Investment Trust and
Subsidiaries as of December 31, 2007, and the results of their operations and their cash flows for
the years ended December 31, 2007 and 2006, in conformity with principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the
lack of a revenue generating asset, the Companys net losses, negative cash flow from operations
and accumulated deficit raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans in regard to these matters are also described in Note 2. The
consolidated statements do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
Certified Public Accountants
Minneapolis, Minnesota
March 28, 2008
F-2
Paragon Real Estate Equity and Investment Trust and Subsidiaries
Consolidated Balance Sheet
December 31, 2007
|
|
|
|
|
Assets |
|
|
|
|
Investments in equipment: |
|
|
|
|
Furniture, fixtures and equipment |
|
|
5,370 |
|
Accumulated depreciation and amortization |
|
|
(3,183 |
) |
|
Net investments in equipment |
|
|
2,187 |
|
Cash |
|
|
421,196 |
|
Accounts receivable |
|
|
551 |
|
Other assets |
|
|
13,080 |
|
|
Total Assets |
|
$ |
437,014 |
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
Liabilities: |
|
|
|
|
Accounts payable and accrued expenses |
|
|
14,025 |
|
|
Total liabilities |
|
|
14,025 |
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
Preferred A Shares $0.01 par value, 10,000,000
authorized: 277,955 Class A cumulative convertible
shares issued and outstanding, $10.00 per share
liquidation preference |
|
|
2,780 |
|
Preferred C Shares $0.01 par value, 300,000
authorized: 244,444 Class C cumulative convertible
shares issued and outstanding, $10.00 per share
liquidation preference |
|
|
2,444 |
|
Common Shares $0.01 par value, 100,000,000
authorized; 442,320 shares issued and outstanding |
|
|
4,424 |
|
Additional paid-in capital |
|
|
30,568,490 |
|
Accumulated deficit |
|
|
(26,744,762 |
) |
Treasury shares, at cost, 38,130 shares |
|
|
(800,735 |
) |
Unearned compensation and trustees fees |
|
|
(2,609,652 |
) |
|
|
|
|
|
|
Total shareholders equity |
|
|
422,989 |
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
437,014 |
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F-3
Paragon Real Estate Equity and Investment Trust and Subsidiaries
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2007 |
|
2006 |
Revenues |
|
|
|
|
|
|
|
|
Interest and other |
|
$ |
10,252 |
|
|
$ |
5,225 |
|
|
Total revenues |
|
|
10,252 |
|
|
|
5,225 |
|
|
Expenses |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,074 |
|
|
|
1,074 |
|
General and administrative |
|
|
372,170 |
|
|
|
451,410 |
|
|
Total expenses |
|
|
373,244 |
|
|
|
452,484 |
|
|
Loss from continuing operations |
|
|
(362,992 |
) |
|
|
(447,259 |
) |
Gain on sale of marketable securities |
|
|
|
|
|
|
777 |
|
Discontinued operations: |
|
|
|
|
|
|
|
|
Income from discontinued operations of
residential
properties before allocation to
minority interest |
|
|
|
|
|
|
12,448 |
|
Income allocated to minority interest |
|
|
|
|
|
|
(12,324 |
) |
|
Net loss attributable to Common Shareholders |
|
|
(362,992 |
) |
|
|
(446,358 |
) |
|
Net loss attributable to Common
Shareholders per Common
Share: Basic and Diluted |
|
$ |
(.82 |
) |
|
$ |
(1.01 |
) |
|
Weighted average number of Common Shares
outstanding: Basic and Diluted |
|
|
442,482 |
|
|
|
442,561 |
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(362,992 |
) |
|
$ |
(446,358 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(362,992 |
) |
|
$ |
(446,358 |
) |
|
The accompanying notes are an integral part of the consolidated financial statements.
F-4
Paragon Real Estate Equity and Investment Trust
Consolidated Statements of Shareholders Equity
For the years ended December 31, 2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comprehensive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrealized gain |
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
Class C |
|
|
|
|
|
Subscriptions |
|
|
|
|
|
(loss) on |
|
|
|
|
|
|
|
Unearned |
|
|
|
|
Preferred |
|
Preferred |
|
|
|
|
|
Receivable Class C |
|
Additional Paid-in |
|
marketable |
|
|
|
|
|
Cost of Shares |
|
compensation and |
|
|
|
|
Shares |
|
Shares |
|
Common Shares |
|
Preferred Shares |
|
Capital |
|
securities |
|
Accumulated Deficit |
|
held in Treasury |
|
trustees fees |
|
Total |
|
Balance at December 31, 2005
|
|
$ |
2,782 |
|
|
$ |
|
|
|
$ |
331,916 |
|
|
$ |
|
|
|
$ |
28,374,727 |
|
|
$ |
749 |
|
|
($ 25,935,287)
|
|
($800,735)
|
|
($ 2,488,069)
|
|
($ 513,917)
|
|
Allocate 1% LP Operating Profit to REIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124 |
) |
Transfer of 1% ownership interest in Paragon Real
Estate, LP, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
824,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
824,699 |
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,832 |
|
Amortization of unearned compensation and
trustee fees, net of market price reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,576 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
112,292 |
|
|
|
71,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of preferred shares to common shares
|
|
|
(2 |
) |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(749 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(749 |
) |
75:1 Reverse stock split
|
|
|
|
|
|
|
|
|
|
|
(327,497 |
) |
|
|
|
|
|
|
327,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue Preferred C shares for cash and subscriptions
receivable
|
|
|
|
|
|
$ |
1,250 |
|
|
|
|
|
|
|
|
|
|
|
498,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
Issue Preferred C shares in lieu of salary
|
|
|
|
|
|
|
444 |
|
|
|
|
|
|
|
|
|
|
|
199,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
Issue Preferred C shares in lieu of trustee fees
|
|
|
|
|
|
|
750 |
|
|
|
|
|
|
|
|
|
|
|
299,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
Subscriptions receivable on issuance of Preferred
C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ 300,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(300,000 |
) |
Deferred salary & trustee fees on issuance of
Preferred C shares in lieu of salary & fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(500,000 |
) |
|
|
(500,000 |
) |
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(446,358 |
) |
|
|
|
|
|
|
|
|
(446,358 |
) |
|
Balance at December 31, 2006
|
|
$ |
2,780 |
|
|
$ |
2,444 |
|
|
$ |
4,426 |
|
|
|
($ 300,000 |
) |
|
$ |
30,552,606 |
|
|
$ |
|
|
|
($26,381,645)
|
|
($800,735)
|
|
($ 2,875,777)
|
|
$ |
204,099 |
|
|
Cash paid in lieu of fractional shares
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,500 |
|
Amortization of unearned compensation and
trustee fees, net of market price reduction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
266,125 |
|
|
|
250,384 |
|
Cash receipts for Subscriptions receivable on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
issuance of Preferred C shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
Reclassify discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125 |
|
|
|
|
|
|
|
(125 |
) |
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(362,992 |
) |
|
|
|
|
|
|
|
|
(362,992 |
) |
|
Balance at December 31, 2007
|
|
$ |
2,780 |
|
|
$ |
2,444 |
|
|
$ |
4,424 |
|
|
$ |
|
|
|
$30,568,490
|
|
$ |
|
|
|
($ 26,744,762)
|
|
($800,735)
|
|
|
($ 2,609,652 |
) |
|
$ |
422,989 |
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Paragon Real Estate Equity and Investment Trust and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2007 |
|
2006 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(362,992 |
) |
|
$ |
(446,358 |
) |
Adjustments to reconcile net loss to net cash
used in continuing operations: |
|
|
|
|
|
|
|
|
Compensation costs paid through amortization
of restricted common shares |
|
|
385 |
|
|
|
71,716 |
|
Compensation costs and trustee fees incurred
through the issuance of shares |
|
|
250,000 |
|
|
|
|
|
Stock based compensation |
|
|
31,500 |
|
|
|
68,832 |
|
Depreciation and amortization |
|
|
1,074 |
|
|
|
1,074 |
|
Income from discontinued operations, net of
allocation to minority interest |
|
|
|
|
|
|
(124 |
) |
Gain on sale of marketable securities |
|
|
|
|
|
|
(777 |
) |
Net change in assets and liabilities: |
|
|
|
|
|
|
|
|
Other assets |
|
|
2,217 |
|
|
|
108,455 |
|
Accounts payable and accrued expenses |
|
|
(13,692 |
) |
|
|
(132,089 |
) |
|
Net cash used in continuing operations |
|
|
(91,508 |
) |
|
|
(329,271 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash proceeds from sale of marketable securities |
|
|
|
|
|
|
1,953 |
|
|
Net cash from investing activities |
|
|
|
|
|
|
1,953 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Cash proceeds from issuance of Preferred C shares |
|
|
300,000 |
|
|
|
200,000 |
|
Fractional shares purchased for cash |
|
|
(2 |
) |
|
|
|
|
|
Net cash from financing activities Net |
|
|
299,998 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
208,490 |
|
|
|
(127,318 |
) |
Cash |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
212,706 |
|
|
|
340,024 |
|
|
End of period |
|
$ |
421,196 |
|
|
$ |
212,706 |
|
|
The accompanying notes are an integral part of the consolidated financial statements.
F-6
Paragon Real Estate Equity and Investment Trust and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2007
Note 1 Organization
Paragon
Real Estate Equity and Investment Trust (the Company, Paragon, we, our, or us) is a real estate company with its primary focus on searching for and reviewing value-added real
estate deals, including land development, retail, office, industrial, hotel, other real estate
investment and operating companies, and joint venture investments. In addition in early 2008, the
Company began to invest a portion of its available cash in publicly traded shares of other real
estate companies. Presently, the Company is a corporate shell, current in its SEC filings that may
be used in the future for real estate deals or sold to another company.
Effective July 27, 2006, the Board of Trustees approved a reverse share split of 1-for-75 for the
outstanding common shares. Information related to the number of common shares and the earnings per
share have been restated in the accompanying financial statements and related footnotes to reflect
this reverse split.
Effective March 31, 2006, the Company transferred its interest in Paragon Real Estate, LP, the
operating partnership that owned Richton Trail Apartments (Richton Trail), to Hampton Court
Associates, the sole limited partner of Paragon Real Estate, LP. In our financial statements, we
consolidated the revenues and expenses of Richton Trail for the quarter ended March 31, 2006, which
are shown as discontinued operations for the twelve months ended December 31, 2006 because of the
transfer of our 1.0% interest to Hampton Court Associates as of March 31, 2006.
Note 2 Basis of Presentation
Consolidated Financial Statement Presentation
We report our investments using the consolidated method of accounting because we owned the
outstanding voting interests and controlled the operations of Paragon Real Estate, LP until March
31, 2006 at which time we transferred our ownership interest to the sole limited partner. In the
consolidation method, the accounts of Paragon Real Estate, LP were combined with our accounts until
March 31, 2006. All significant intercompany transactions were eliminated in consolidation. After
March 31, 2006, this investment was no longer consolidated with the Company.
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 has received $500,000 from three trustees for payment of
Class C Convertible Preferred Shares, which is to be used to maintain Paragon as a public shell
current in its SEC filings. No other amounts are due from the trustees for these Convertible
Preferred Shares. The Company has continued to incur net losses and at December 31, 2007 had
unrestricted cash of approximately $421,000. The net increase in cash during the year ended
December 31, 2007 was approximately $208,000, which was from the remaining balance of $300,000 due
from the trustees for the Convertible Preferred Shares and offset by expenses to maintain the
Company as a corporate shell reporting with the SEC. Our ability to continue as a going concern
will be dependent upon acquiring assets to generate cash flow because we have no revenue generating
assets.
In 2006, we were unable to complete a $100 million public offering to fund an acquisition of a
portfolio of ten apartment communities comprised of 1,478 units located in Texas and Ohio. Without
completing the public offering, the Company was not able to meet the listing requirements of the
American Stock Exchange (Amex) because its book equity was less than the $6 million minimum
requirement, it had sustained consecutive years of losses from operations and net losses since its
inception in 1994, and its common shares had been selling at a low share price for more than a
year. In February 2006, Amex delisted Paragons common shares, which then
F-7
commenced being quoted on the Over-The-Counter Bulletin Board (OTC Bulletin Board) and on the
pink sheets with the new symbol PRLE.
During 2006, Paragon has also been searching for and reviewing other value-added real estate deals,
including land development, retail, office, industrial, hotel, other real estate investment and
operating companies, and joint venture investments. In addition, because our unrestricted cash is
not sufficient to allow us to continue operations, we have been reviewing other alternatives,
including selling the corporate entity and seeking additional investors. There can be no assurance
that we will be able to close a transaction or keep the Company currently filed with the SEC. Even
if our management is successful in closing a transaction, investors may not value the transaction
or the current filing status with the SEC 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. Three independent trustees contributed an aggregate of $500,000
cash to maintain the Company as a corporate shell current in its SEC filings so that it may be used
in the future for real estate deals or sold to another company.
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, 2007, and the reported amounts of revenues and expenses for the years ended
December 31, 2007 and 2006. Actual results could differ from those estimates. Significant
estimates include deferred taxes and a related valuation allowance, 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:
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|
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|
|
Years |
|
|
|
Furniture, fixtures and equipment
|
|
3-7 |
Cash
We maintain our cash in bank accounts in amounts that may exceed federally insured limits at times.
Other Assets
As of December 31, 2007, other assets of approximately $13,000 include prepaid expenses for
director and officer liability insurance.
Revenue Recognition
Revenues include interest earned on cash balances.
Stock-Based Compensation
On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based
Payment, 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. In January 2005, the SEC issued SAB No. 107,
which provides supplemental implementation
F-8
guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based
compensation transactions using the intrinsic value method under Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires
that such transactions be accounted for using a fair-value-based method. In accordance with the
modified-prospective transition method, the Companys financial statements for prior periods have
not been restated to reflect the impact of SFAS No. 123R. 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. We intend to take advantage of our tax loss carryforwards
before electing to be a REIT again.
At December 31, 2007, we have net operating losses totaling approximately $1.9 million. 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 carryforwards, which will
expire in varying amounts through the year 2027. Pursuant to Internal Revenue Code regulations,
Paragon will be limited to using approximately $1.5 million of the prior net operating losses of
$13.1 million. 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.
Fair Value of Financial Instruments
Our financial statements include cash only. We do not have any cash equivalents at December 31,
2007.
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 financial
statements.
Note 4 Marketable Securities
As of December 31, 2007, we did not own any marketable securities.
During the year ended December 31, 2006, we sold a small investment in a publicly traded REIT for
approximately $2,000.
Note 5 Shareholders Equity
Preferred Shares
The Company has outstanding 116,545 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.
F-9
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 2006, 200 Class A Preferred Shares were converted to 9 common shares, at a conversion rate
of 0.046 common shares for each preferred share. During 2005, 300 Class A Preferred Shares were
converted to 13 common shares, at a conversion rate of 0.046 common shares for each preferred
share.
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). Dividends
for the holders of the Class C Preferred Shares are at the discretion of the trustees. 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 cash to
maintain Paragon as a corporate shell current in its SEC filings. The trustees paid installments
of $200,000 during 2006 and the remaining $300,000 in 2007.
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 whereby he agreed to
purchase 44,444 restricted shares of Class C Preferred Shares. The consideration for the purchase
is 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
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.
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 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 will be removed upon the latest to occur of
(1) a public offering by Paragon sufficient to liquidate the Class C Preferred Shares, (2) an
exchange of Paragons existing shares for new shares, or (3) September 29, 2008.
Common Shares
Effective July 27, 2006, the board of trustees approved a reverse share split of 1-for-75 for the
outstanding common shares. Shareholders approved a proposal at the June 3, 2005 annual meeting
authorizing the Board, at its discretion, to determine the timing of the reverse share split and
declare the split at one of four ratios.
F-10
Information related to the number of common shares and
the earnings per share have been restated in the accompanying financial statements and related footnotes to reflect this reverse split.
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
sheet under treasury shares.
Restricted Common Shares
The following table summarizes the activity of our unvested restricted common shares for the years
ended December 31, 2007 and 2006:
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|
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|
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|
|
|
|
Unvested Restricted Common Shares |
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
Number of |
|
|
Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Unvested at January 1, 2006 |
|
|
175,117 |
|
|
$ |
11.54 |
|
Vested |
|
|
(2,667 |
) |
|
$ |
10.50 |
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2006 |
|
|
172,450 |
|
|
$ |
11.55 |
|
Vested |
|
|
(4,000 |
) |
|
$ |
16.50 |
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2007 |
|
|
168,450 |
|
|
$ |
11.44 |
|
|
|
|
|
|
|
|
|
As of December 31, 2007 and 2006 there was approximately $1,926,000 and $1,992,000, respectively,
of unrecognized compensation cost related to unvested restricted shares, net of forecasted
forfeitures and expirations. This amount is expected to be recognized over a weighted average
period of four years. To the extent the actual forfeiture rate is different than we have
anticipated, the number of restricted common shares vesting would be different from our
expectations.
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 deal 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 proforma 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 it with
current tax regulations (2004 Plan). The 2004 Plan provides for the grant of incentive stock
options, as defined under Section
F-11
422(b) of the tax code, options that are not qualified under the
tax code (referred to in this proxy statement 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 provides 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 is 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 based upon the
Black-Scholes option-pricing model. There were no option grants during 2006 and 2007.
The following table summarizes the activity for outstanding stock options:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
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|
|
|
|
|
|
|
|
|
Weighted- |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
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|
|
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|
Weighted- |
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|
Remaining |
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|
|
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Aggregate |
|
|
|
Number of |
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|
Exercise |
|
|
Term |
|
|
Intrinsic Value |
|
|
|
Shares |
|
|
Price |
|
|
(in years) |
|
|
(1) |
|
Balance at January 1, 2006 |
|
|
9,391 |
|
|
$ |
48.00 |
|
|
|
1.8 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled/forfeited/expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
9,391 |
|
|
|
48.00 |
|
|
|
1.8 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled/forfeited/expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
9,391 |
|
|
$ |
48.00 |
|
|
|
1.8 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and exercisable as
of December 31, 2007 |
|
|
9,391 |
|
|
$ |
47.87 |
|
|
|
0.9 |
|
|
$ |
0.00 |
|
Vested and expected to vest
as of December 31, 2007 |
|
|
9,391 |
|
|
$ |
47.87 |
|
|
|
0.9 |
|
|
$ |
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, 2007. Because the weighted average exercise
price exceeds fair market value at December 31, 2007, there is no aggregate intrinsic value
for the options. |
The Company recognized stock-based compensation expense of approximately $31,500 and $68,800 during
the year ending December 31, 2007 and 2006, respectively, as a result of the adoption of SFAS
No. 123R. As of December 31, 2007, there was no remaining unrecognized cost related to stock
options. As of December 31, 2006, there was approximately $31,500 of total unrecognized
compensation cost related to stock options expected to be recognized over the next year. 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.
F-12
Warrants
On March 5, 1998, we issued a warrant to Credit Suisse First Boston Mortgage LLC in connection with
the refinancing of debt. The warrant provides for the right to purchase 633 common shares at a
price of $402.75 per common share and is exercisable at any time through March 5, 2008. The
warrant was unexercised as of December 31, 2007, and expired on March 5, 2008.
Effective September 23, 2005, we issued to our legal counsel 11,667 warrants for our common shares
at an exercise price of $7.50 per warrant representing the average closing price of our common
shares for the preceding ten days. Each warrant is exercisable for one common share, can be
exercised after a two year holding period, and expires five years from the date issued.
Note 6 Loss Per Share
The Company has adopted the SFAS No. 128, 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, 2007 and 2006 was 442,482 and
442,561, respectively. Common share equivalents of approximately 2,521,000 as of December 31, 2007
and December 31, 2006 include outstanding convertible preferred shares, warrants, stock options and
limited partnership units, and are not included in net loss per weighted average common share
outstandingdiluted as they would be anti-dilutive.
|
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|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Numerator |
|
|
|
|
|
|
|
|
Net loss attributable to Common Shareholders |
|
$ |
(362,992 |
) |
|
$ |
(446,358 |
) |
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Common Shares outstanding at
December 31, 2007 and December 31, 2006 - Basic
and Diluted |
|
|
442,482 |
|
|
|
442,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted EPS |
|
|
|
|
|
|
|
|
Net loss attributable to Common Shareholders -
Basic and Diluted |
|
$ |
(0.82 |
) |
|
$ |
(1.01 |
) |
|
|
|
|
|
|
|
Note 7 Dividends/Distributions
No cash distributions were declared during 2007 and 2006 with respect to the common or preferred
shares.
Note 8 Income taxes
There was no income tax provision for the years ended December 31, 2007 and 2006.
|
|
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|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Current |
|
$ |
|
|
|
$ |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tax provision |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
F-13
The tax provision differs from the expense that would result from applying Federal statutory rates
as follows:
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|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Tax / (Benefit) at Federal statutory rate |
|
$ |
(102,000 |
) |
|
$ |
(136,000 |
) |
State income tax / (benefit), net of Federal tax effect |
|
|
(18,000 |
) |
|
|
(25,000 |
) |
Adjustment to net operating and capital loss carryforwards |
|
|
|
|
|
|
|
|
Change in valuation allowance |
|
|
120,000 |
|
|
|
161,000 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Deferred tax assets and liabilities consist of the following:
|
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|
|
|
|
|
|
|
|
|
At December 31, |
|
|
|
2007 |
|
|
2006 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
746,000 |
|
|
$ |
5,164,000 |
|
Capital loss carryforward |
|
|
|
|
|
|
262,000 |
|
Provision for loss on marketable securities |
|
|
|
|
|
|
|
|
Accrual and other temporary variances |
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
(746,000 |
) |
|
|
(5,426,000 |
) |
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $746,000 and $5,426,000, against the net deferred
tax assets of the Company as of December 31, 2007 and 2006, respectively. A valuation allowance is
considered to be a significant estimate that may change in the near term.
At December 31, 2007, the Company had net operating loss carryforwards of approximately $1.9
million available to be carried to future periods. Net operating loss carryforwards of $403,000
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 20 years,
or a total of approximately $1,450,000. Prior net loss carryforwards of approximately $11,231,000
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 carryforwards expire as follows:
|
|
|
|
|
Year Expiring |
|
Net Operating Loss |
|
2026 |
|
$ |
1,553,000 |
|
2027 |
|
|
300,000 |
|
|
|
|
|
Total loss carryforwards |
|
$ |
1,853,000 |
|
|
|
|
|
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
F-14
of March 4, 2003. The initial term of Mr. Mastandreas employment is for two years and may be
extended for terms of one year through his 70th birthday. 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, Mr. Mastandrea received 44,444 Class C Convertible Preferred Shares for his services as an officer
of Paragon through September 29, 2008.
The employment agreement with John J. Dee was also modified on April 3, 2006 in a similar way to
Mr. Mastandreas employment agreement as explained above. His compensation is based on a rate of
$125 per hour to a maximum of $5,000 per month. Mr. Dees base annual salaries 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. To conserve cash, Mr. Dee received no cash compensation in 2007.
Note 10 Related Party Transactions
Richton Trail Acquisition and Management Fees
Effective March 31, 2006, the Company transferred its interest in Paragon Real Estate, LP to
Hampton Court Associates, the sole limited partner of Paragon Real Estate, LP.
Mr. Mastandrea also owns two companies that provided services to Richton Trail. Mid Illinois
Realty Corp. manages Richton Trail and MDC Realty Corp. was reimbursed, at cost, for Richton
Trails payroll related costs. The related management fees included in year ended December 31, 2006
were approximately $7,500. Reimbursement, at cost, for the payroll related costs included in the
year ended December 31, 2006 were approximately $16,800. These payroll related costs and
management fees are included in the results of discontinued operations for 2006.
Note 11 Supplemental Information to Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Interest paid |
|
$ |
0 |
|
|
$ |
39,714 |
|
|
|
|
|
|
|
|
Supplemental Disclosure of Noncash Investing Activities and Financing Activities
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Preferred C shares issued in lieu of salaries |
|
$ |
0 |
|
|
$ |
200,000 |
|
|
Preferred C shares issued in lieu of trustee fees |
|
$ |
0 |
|
|
$ |
300,000 |
|
|
Transfer of 1% ownership interest in Paragon Real Estate, LP, net |
|
$ |
0 |
|
|
$ |
824,699 |
|
F-15