FORM 10- Q
U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022 | |
☐ | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to _____________________ |
Commission File Number 1-6471
PGI INCORPORATED | |
(Exact name of registrant as specified in its charter) |
Florida | 59-0867335 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
212 SOUTH CENTRAL, SUITE 304, ST. LOUIS, MISSOURIMissouri 63105
(Address of principal executive offices)
(314) 512-8650
(Registrant’s telephone number, including area code)
Inapplicable
(Former Name, Former Address and Former Fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X☒ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X☒ No _______
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated | ☐ | Accelerated filer | ☐ |
Non-accelerated Filer | ☐ | Smaller reporting company | ☒ |
(Do not check if a smaller reporting company) | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | Inapplicable | Inapplicable |
Indicate the number of shares outstanding of each of the registrant'sregistrant’s classes of common stock, as of the latest practicable date: As of May 14, 2021,13, 2022, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.
PGI INCORPORATED AND SUBSIDIARIES
Form 10 – Q
For the Quarter Ended March 31, 2021
Table of Contents
Form 10 - Q Page No. | ||
3 | ||
3 | ||
| 2021 | 4 | |
| 2021 | 5 | |
| 2021 | 6 | |
7 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | |
15 | ||
15 | ||
16 | ||
16 | ||
16 | ||
16 | ||
16 | ||
16 | ||
16 | ||
17 | ||
18 |
2 | |
| Table of Contents |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
($ in thousands, except share and per share data)
March 31, | December 31, | |
2021 | 2020 | |
| ASSETS | ||
| Cash | $64 | $81 |
| Land inventory | 14 | 14 |
$78 | $95 | |
| LIABILITIES | ||
| Accounts payable and accrued expenses | $158 | $160 |
| Accrued real estate taxes | 2 | 4 |
| Accrued interest: | ||
| Subordinated convertible debentures payable | 28,478 | 28,137 |
| Convertible debentures payable-related party | 52,790 | 52,790 |
| Notes payable | 3,465 | 3,450 |
| Credit agreements: | ||
| Notes payable | 1,198 | 1,198 |
| Subordinated convertible debentures payable | 8,025 | 8,025 |
94,116 | 93,764 | |
| STOCKHOLDERS' DEFICIENCY | ||
| Preferred stock, par value $1.00 per share; | ||
| authorized 5,000,000 shares; 2,000,000 | ||
| Class A cumulative convertible shares issued | ||
| and outstanding; (liquidation preference of | ||
| $8,000 plus unpaid cumulative dividends of $16,595) | 2,000 | 2,000 |
| Common stock, par value $.10 per share; | ||
| authorized 25,000,000 shares; 5,317,758 | ||
| shares issued and outstanding | 532 | 532 |
| Paid-in capital | 13,498 | 13,498 |
| Accumulated deficit | (110,068) | (109,699) |
(94,038) | (93,669) | |
$78 | $95 |
|
| March 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
| ASSETS |
|
|
|
|
|
| ||
| Cash |
| $ | 45 |
|
| $ | 58 |
|
| Land inventory |
|
| 10 |
|
|
| 10 |
|
|
| $ | 55 |
|
| $ | 68 |
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
| $ | 158 |
|
| $ | 157 |
|
| Accrued real estate taxes |
|
| 4 |
|
|
| 5 |
|
| Accrued interest: |
|
|
|
|
|
|
|
|
| Subordinated convertible debentures payable |
|
| 29,860 |
|
|
| 29,512 |
|
| Convertible debentures payable-related party |
|
| 52,740 |
|
|
| 52,740 |
|
| Notes payable |
|
| 3,527 |
|
|
| 3,512 |
|
| Credit agreements: |
|
|
|
|
|
|
|
|
| Notes payable |
|
| 1,198 |
|
|
| 1,198 |
|
| Subordinated convertible debentures payable |
|
| 8,025 |
|
|
| 8,025 |
|
|
|
| 95,512 |
|
|
| 95,149 |
|
| STOCKHOLDERS' DEFICIENCY |
|
|
|
|
|
|
|
|
| Preferred stock, par value $1.00 per share; authorized 5,000,000 shares; 2,000,000 Class A cumulative convertible shares issued and outstanding; (liquidation preference of $8,000 plus unpaid cumulative dividends of $16,595) |
|
| 2,000 |
|
|
| 2,000 |
|
| Common stock, par value $0.10 per share; authorized 25,000,000 shares; 5,317,758 shares issued and outstanding |
|
| 532 |
|
|
| 532 |
|
| Paid-in capital |
|
| 13,498 |
|
|
| 13,498 |
|
| Accumulated deficit |
|
| (111,487 | ) |
|
| (111,111 | ) |
|
|
| (95,457 | ) |
|
| (95,081 | ) |
|
| $ | 55 |
|
| $ | 68 |
|
See accompanying notes to Condensed Consolidated Financial Statements.
| 3 |
| Table of Contents |
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except per share data)
Three Months Ended | ||
March 31, | March 31, | |
2021 | 2020 | |
| REVENUES | $- | $- |
| COSTS AND EXPENSES | ||
| Interest | 356 | 355 |
| Taxes and assessments | 1 | 1 |
| Consulting and accounting- | ||
| related party | 6 | 9 |
| Legal and professional | - | 30 |
| General and administrative | 6 | 4 |
369 | 399 | |
| NET LOSS | $(369) | $(399) |
| NET LOSS PER SHARE(*) | ||
| AVAILABLE TO COMMON | ||
| STOCKHOLDERS-Basic and diluted | $(0.10) | $(0.11) |
|
| Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
REVENUES |
|
|
|
|
|
| ||
Interest income |
| $ | 0 |
|
| $ | 0 |
|
|
|
| 0 |
|
|
| 0 |
|
COSTS AND EXPENSES |
|
|
|
|
|
|
|
|
Interest |
|
| 363 |
|
|
| 356 |
|
Taxes and assessments |
|
| 1 |
|
|
| 1 |
|
Consulting and accounting-related party |
|
| 6 |
|
|
| 6 |
|
General and administrative |
|
| 6 |
|
|
| 6 |
|
|
|
| 376 |
|
|
| 369 |
|
NET LOSS |
| $ | (376 | ) |
| $ | (369 | ) |
NET LOSS PER SHARE(*) AVAILABLE TO COMMON STOCKHOLDERS-Basic and diluted |
| $ | (0.10 | ) |
| $ | (0.10 | ) |
_________
*Considers the effect of dividends on preferred stock for the three months ended
See accompanying notes to Condensed Consolidated Financial Statements.
| 4 |
| Table of Contents |
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
($ in thousands)
Three Months Ended | ||
March 31, | March 31, | |
2021 | 2020 | |
| Net cash used in operating activities | $(17) | $(21) |
| Net change in cash | (17) | (21) |
| Cash at beginning of period | 81 | 309 |
| Cash at end of period | $64 | $288 |
|
| Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (13 | ) |
| $ | (17 | ) |
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| (13 | ) |
|
| (17 | ) |
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
| 58 |
|
|
| 81 |
|
|
|
|
|
|
|
|
|
|
Cash at end of period |
| $ | 45 |
|
| $ | 64 |
|
See accompanying notes to Condensed Consolidated Financial Statements.
| 5 |
| Table of Contents |
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)
Three Months ended March 31, 2021
($ in thousands, except share data)
Preferred Stock | Common Stock | Accumulated | |||||
Shares | Par Value | Shares | Par Value | Paid-in Capital | Deficit | Total | |
| Balances at 1/1/21 | 2,000,000 | $2,000 | 5,317,758 | $532 | $13,498 | $(109,699) | $(93,669) |
| Net Loss | - | - | - | - | - | (369) | (369) |
| Balances at 3/31/21 | 2,000,000 | $2,000 | 5,317,758 | $532 | $13,498 | $(110,068) | $(94,038) |
|
| Preferred Stock |
|
| Common Stock |
|
| Paid-in |
|
| Accumulated |
|
|
| ||||||||||||||
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balances at 1/1/22 |
|
| 2,000,000 |
|
| $ | 2,000 |
|
|
| 5,317,758 |
|
| $ | 532 |
|
| $ | 13,498 |
|
| $ | (111,111 | ) |
| $ | (95,081 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (376 | ) |
|
| (376 | ) |
Balances at 3/31/22 |
|
| 2,000,000 |
|
| $ | 2,000 |
|
|
| 5,317,758 |
|
| $ | 532 |
|
| $ | 13,498 |
|
| $ | (111,487 | ) |
| $ | (95,457 | ) |
Three Months ended March 31, 2020
($ in thousands, except share data)
Preferred Stock | Common Stock | Accumulated | |||||
Shares | Par Value | Shares | Par Value | Paid-in Capital | Deficit | Total | |
| Balances at 1/1/20 | 2,000,000 | $2,000 | 5,317,758 | $532 | $13,498 | $(108,594) | $(92,564) |
| Net Loss | - | - | - | - | - | (399) | (399) |
| Balances at 3/31/20 | 2,000,000 | $2,000 | 5,317,758 | $532 | $13,498 | $(108,993) | $(92,963) |
|
| Preferred Stock |
|
| Common Stock |
|
| Paid-in |
|
| Accumulated |
|
|
|
| |||||||||||||
|
| Shares |
|
| Par Value |
|
| Shares |
|
| Par Value |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balances at 1/1/21 |
|
| 2,000,000 |
|
| $ | 2,000 |
|
|
| 5,317,758 |
|
| $ | 532 |
|
| $ | 13,498 |
|
| $ | (109,699 | ) |
| $ | (93,669 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (369 | ) |
|
| (369 | ) |
Balances at 3/31/21 |
|
| 2,000,000 |
|
| $ | 2,000 |
|
|
| 5,317,758 |
|
| $ | 532 |
|
| $ | 13,498 |
|
| $ | (110,068 | ) |
| $ | (94,038 | ) |
See accompanying notes to Condensed Consolidated Financial Statements.
| 6 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of PGI Incorporated (“PGI”) and its subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10 - Q and therefore do not include all disclosures necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Company'sCompany’s most recent audited financial statements are for the year ended December 31, 2018. As an Inactive Registrant,2018 and the year 2019 was reviewed by independent public accountants. For these years and for many years prior, the Company'sCompany’s independent registered public accounting firm included an explanatory paragraph regarding the Company'sCompany’s ability to continue as a going concern.
The Company was founded in 1958, and up until the mid 1990’s was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 30 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate.
The Company’s major efforts and activities have been, and continue to be, to sell the remaining assets of the Company, to repay its indebtedness, and to pay the ordinary on-going administrative costs of the Company. The potential values of the land parcels held for sale has been difficult to assess. The Company will seek to realize full market value for each remaining asset. Certainasset, the amounts realized may be at substantial variance from its present financial statement carrying value. Many of these assets may be of so little value and marketability that the Company may electhas elected to not to pay the real estate taxes on selected parcels, which may eventually result in a defacto liquidation of such property by subjecting such property to a tax sale. In management’s judgement, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness and there will be no recoveries by the shareholders. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 20202021 filed with the Securities and Exchange Commission.
The Company remains in default under the indentures governing its unsecured subordinated debentures. (See Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 6, 7, 8, and 98 to the Company'sCompany’s consolidated financial statements for the year ended December 31, 2020,2021, as contained in the Company'sCompany’s Annual Report on Form 10 - K).
All adjustments (consisting of only normal recurring accruals) necessary for fair presentation of financial position, results of operations and cash flows have been made. The results for the three months ended March 31, 20212022 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 20212022 or any other interim period.
| 7 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(2) | Per Share Data |
Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company'sCompany’s preferred stock, by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for the three months ended March 31, 20212022 and 20202021 was 5,317,758.
Diluted per share amounts are computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and outstanding convertible debentures, if dilutive, into shares of common stock. For the three months ended March 31, 20212022 and 2020,2021, the assumed conversion of all outstanding convertible preferred stock and collateralized convertible debentures would have been anti-dilutive.
The following is a summary of the calculations used in computing basic and diluted loss per share for the three months ended March 31, 20212022 and 2020.
Three Months Ended | ||
March 31, | March 31, | |
2021 | 2020 | |
($ in thousands, | ||
except share and per share data) | ||
| Net Loss | $(369) | $(399) |
| Preferred dividends | (160) | (160) |
| Loss Available to | $(529) | $(559) |
| Common shareholders | ||
| Weighted Average Number | ||
| Of Common Shares | ||
| Outstanding | 5,317,758 | 5,317,758 |
| Basic and Diluted Loss | ||
| Per Common Share | $(0.10) | $(0.11) |
|
| Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| ($ in thousands, |
| |||||
|
| except share and per share data) |
| |||||
|
|
|
|
|
|
| ||
Net Loss |
| $ | (376 | ) |
| $ | (369 | ) |
|
|
|
|
|
|
|
|
|
Preferred dividends |
|
| (160 | ) |
|
| (160 | ) |
|
|
|
|
|
|
|
|
|
Loss Available to Common shareholders |
| $ | (536 | ) |
| $ | (529 | ) |
|
|
|
|
|
|
|
|
|
Weighted Average Number Of Common Shares Outstanding |
|
| 5,317,758 |
|
|
| 5,317,758 |
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Common Share |
| $ | (0.10 | ) |
| $ | (0.10 | ) |
| 8 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(3) | Statement of Cash Flow |
The Financial Accounting Standards Board Accounting Standards Codification Topic No. 230, “Statement of Cash Flows”, requires a statement of cash flows as part of a full set of financial statements. For quarterly reporting purposes, the Company has elected to condense the reporting of its net cash flows. There were no payments of interest for the three month periods ended March 31, 20212022 and March 31, 2020.
(4) | Land Inventory |
Land inventory consisted of
March 31, | December 31, | |
2021 | 2020 | |
($ in thousands) | ||
| Fully improved land | $14 | $14 |
|
| March 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| ($ in thousands) |
| |||||
Fully improved land |
| $ | 10 |
|
| $ | 10 |
|
(5) | Accounts Payable and Accrued Expenses |
Accounts payable and accrued expenses consisted of:
March 31, | December 31, | |
2021 | 2020 | |
($ in thousands) | ||
| Accounts payable | $- | $3 |
| Accrued accounting review and | ||
| tax preparation expense | 4 | 3 |
| Accrued debenture fees | 153 | 153 |
| Accrued miscellaneous | 1 | 1 |
$158 | $160 | |
| Accrued real estate taxes consisted of: | ||
| Current real estate taxes | $2 | $4 |
|
| March 31, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2021 |
| ||
|
| ($ in thousands) |
| |||||
Accrued tax preparation expense |
| $ | 4 |
|
| $ | 3 |
|
Accrued debenture fees |
|
| 153 |
|
|
| 153 |
|
Accrued miscellaneous |
|
| 1 |
|
|
| 1 |
|
|
| $ | 158 |
|
| $ | 157 |
|
|
|
|
|
|
|
|
|
|
Accrued real estate taxes consisted of: |
|
|
|
|
|
|
|
|
Current real estate taxes |
| $ | 2 |
|
| $ | 4 |
|
Delinquent real estate taxes |
|
| 2 |
|
|
| 1 |
|
|
| $ | 4 |
|
| $ | 5 |
|
| 9 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(6) | Credit Agreements: Notes Payable and Subordinated Convertible Debentures Payable |
Credit agreements consisted of the following:
March 31, | December 31, | |
2021 | 2020 | |
($ in thousands) | ||
| Notes payable - $1,176,000 bearing | ||
| interest at prime plus 2%, | ||
| the remainder non-interest bearing, | ||
| all past due | $1,198 | $1,198 |
| Subordinated convertible debentures payable: | ||
| At 6% interest; due May 1992 | 8,025 | 8,025 |
8,025 | 8,025 | |
$9,223 | $9,223 | |
|
| March 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| ($ in thousands) |
| |||||
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past due |
| $ | 1,198 |
|
| $ | 1,198 |
|
|
|
|
|
|
|
|
|
|
Subordinated convertible debentures payable: |
|
|
|
|
|
|
|
|
At 6% interest; due May 1992 |
|
| 8,025 |
|
|
| 8,025 |
|
|
|
| 8,025 |
|
|
| 8,025 |
|
|
| $ | 9,223 |
|
| $ | 9,223 |
|
(7) | Income Taxes |
At December 31, 2020,2021, the Company had an operating loss carryforward of approximately, $70,080,000$69,349,000 available to reduce future taxable income. These operating losses expire at various dates through 2038.
The following summarizes the temporary differences of the Company at March 31, 20212022 and December 31, 20202021 at the statutory rate:
March 31, | December 31, | |
2021 | 2020 | |
($ in thousands) | ||
| Deferred tax asset | ||
| Net operating loss carryforward | $17,893 | $17,801 |
| Expenses capitalized under IRC 263(a) | 37 | 37 |
| Tax credits (AMT) | 57 | 57 |
| Valuation allowance | (17,987) | (17,895) |
| Total deferred tax asset | $- | $- |
|
| March 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| ($ in thousands) |
| |||||
Deferred tax asset |
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ | 18,248 |
|
| $ | 18,154 |
|
Expenses capitalized under IRC 263(a) |
|
| 37 |
|
|
| 37 |
|
Tax credits (AMT) |
|
| 57 |
|
|
| 57 |
|
Valuation allowance |
|
| (18,342 | ) |
|
| (18,248 | ) |
Total deferred tax asset |
| $ | 0 |
|
| $ | 0 |
|
(8) | Fair Value of Financial Instruments |
The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at March 31, 20212022 and December 31, 20202021 because of the short maturity of those instruments. It was not practicable to estimate the fair value of the Company’s notes payable and its convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities.
| 10 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Preliminary Note
The Company’s remaining land inventory consists of 6two single family lots, an approximate 7 acre parcel and some other minor parcels of real estate consisting of easements in Citrus County Florida, which are owned through its wholly-owned subsidiary, Sugarmill Woods, Inc. (“Sugarmill Woods”). Subsequent to March 31, 2022, the two single family lots were sold and PGI realized approximately $38,000. In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly-owned subsidiary of the Company, owns 1211 parcels of real estate in Charlotte County, Florida, which in total approximates 6058 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
In early 2019, the Board of Directors of PGI concluded that it meetsPGI met and continues to meet all of the conditions under which a registrant may be deemed an “Inactive Entity” as that term is defined or contemplated in Regulation S-X 3-11 and as the term “Inactive Registrant” is further contemplated in the Securities and Exchange Commission’s Division of Corporation Finance’s Financial Reporting Manual section 1320.2. Under Regulation 3-11 of Regulation S-X, the financial statements required thereunder with respect to an Inactive Registrant for purposes of reports pursuant to the Securities Exchange Act of 1934, including but not limited to annual reports on Form 10-K, may be unaudited. A representative of PGI informally discussed its view that PGI is an Inactive Registrant with a staff member of the Chief Accountant’s Office in the Division of Corporation Finance in February 2019.
As an Inactive Registrant, PGI currently intends to continue to timely file Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the Securities and Exchange Commission (the “SEC”). PGI currently intends to include in such Quarterly and Annual Reports all consolidated financial statements required to be included therein pursuant to Regulation S-X. The consolidated financialsfinancial statements were audited prior to 2019 by BKD, LLP (“BKD”) and a review was performed with respect to 2019 by Milhouse & Neal.Neal, LLP. However, due to its inactive status and diminishing financial resources, the aforementioned consolidated financial statements will not be reviewed or audited by a PCAOB registered public accounting firm.firm for periods after 2019. Such disclosure was made on Form 8-K filed with the SEC on July 2, 2020.
PGI meets all of the conditions in Regulation S-X 3-11 for an “Inactive Registrant” which are:
(a) | Gross receipts not in excess of $100,000; | |
(b) | Not purchasing or selling any of its own stock or granted options therefor; | |
(c) | Expenditures for all purposes not in excess of $100,000 (see discussion); | |
(d) | No material change in the business has occurred during the fiscal year; | |
(e) | No securities exchange or governmental authority having jurisdiction over the entity requires the entity to furnish audited financial statements. |
| 11 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
PGI has been a SEC registrant for over 40 years. As the Company reviews its circumstances, it has met the conditions as an Inactive Registrant since 2017.
The Company, formerly a Florida residential developer, is dormant with less than 70 acres of remaining landholdings, much of which has little value due to various restrictions. The Company’s consolidated financial statements show it has a Stockholders’ Deficiency of $93.7$95.1 million as of December 31, 2020.2021. BKD, the Company’s PCAOB registered public accounting firm until the date the Company filed its Form 10-K for Fiscal 2018 which was February 25, 2019, expressed a “going concern” opinion with respect to the Company for its Fiscal 2018 financial statements and had expressed such opinions for many years previously. PGI has had no trading of its securities in many years. Any future real estate transactions by the Company will be limited, uncertain as to timing and as to value. Subsequent to March 31, 2022 two single family lots were sold and PGI realized approximately $38,000. Any future real estate transactions by the Company will be limited, uncertain as to timing and as to value. Ultimately, PGI expects that proceeds from sales of its remaining real estate, if any, will provide some minimal recoveries for PGI’s senior debtholders. PGI has been an SEC registrant for over 40 years.
As of March 31, 2021,2022, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the accrued interest with respect to its collateralized convertible debentures.
Results of Operations (continued)
There was no revenue for the three month periods ended March 31, 20212022 and 2020.
Expenses for the three month period ended March 31, 2021 decreased2022 increased by $30,000$7,000 when compared to the same period in 2020.2021. This change reflects a $30,000 decrease$7,000 increase in legal and professional expenses and a $3,000 decrease in consulting and accounting fees-related party which is offset by an increase of $1,000 in interest expense and an increase of $2,000 in general and administrative expenses.
The debentures were surrendered in 2020 with the escheatment to the respective statesCompany incurred a net loss of the debenture holders In addition, interest expense for notes payable decreased by $4,000 due to a decrease in the average prime interest rate to 3.25% for the three months ended March 31, 2021 compared to 4.42% for the same period in 2020.
| 12 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Cash Flow Analysis
During the three month period ended March 31, 2021,2022, the Company’s net cash used in operating activities was $17,000$13,000 compared to $21,000$17,000 for the comparable period in 2020.2021. There was no cash provided from financing or investing activities during the three month periods ended March 31, 20212022 and 2020.
Analysis of Financial Condition
Total assets decreased by $17,000$13,000 at March 31, 20212022 compared to total assets at December 31, 2020,2021, reflecting the following changes:
March 31, | December 31, | Increase | |
2021 | 2020 | (Decrease) | |
($ in thousands) | |||
| Cash | $64 | $81 | $(17) |
| Land inventory | 14 | 14 | - |
$78 | $95 | $(17) | |
|
| March 31, |
|
| December 31, |
|
| Increase |
| |||
|
| 2022 |
|
| 2021 |
|
| (Decrease) |
| |||
|
|
|
|
| ($ in thousands) |
|
|
|
| |||
Cash |
| $ | 45 |
|
| $ | 58 |
|
| $ | (13 | ) |
Land inventory |
|
| 10 |
|
|
| 10 |
|
|
| - |
|
|
| $ | 55 |
|
| $ | 68 |
|
| $ | (13 | ) |
During the three month period ended March 31, 2021,2022, cash decreased by $17,000$13,000 compared to December 31, 20202021 as a result of the Company fundingpaying its administrative costs.
Liabilities were $95,512,000 at March 31, 2022 compared to $95,149,000 at December 31, 2021, reflecting the following changes which resulted in an increase of $363,000 of liabilities:
|
| March 31, |
|
| December 31, |
|
| Increase |
| |||
|
| 2022 |
|
| 2021 |
|
| (Decrease) |
| |||
|
|
|
|
| ($ in thousands) |
|
|
|
| |||
Accrued expenses |
| $ | 158 |
|
| $ | 157 |
|
| $ | 1 |
|
Accrued real estate taxes |
|
| 4 |
|
|
| 5 |
|
|
| (1 | ) |
Accrued interest |
|
| 86,127 |
|
|
| 85,764 |
|
|
| 363 |
|
Credit agreements: |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable |
|
| 1,198 |
|
|
| 1,198 |
|
|
| - |
|
Subordinated convertible debentures payable |
|
| 8,025 |
|
|
| 8,025 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 95,512 |
|
| $ | 95,149 |
|
| $ | 363 |
|
| 13 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
March 31, | December 31, | Increase | |
2021 | 2020 | (Decrease) | |
($ in thousands) | |||
| Accounts payable and accrued expenses | $158 | $160 | $(2) |
| Accrued real estate taxes | 2 | 4 | (2) |
| Accrued interest | 84,733 | 84,377 | 356 |
| Credit agreements: | |||
| Notes payable | 1,198 | 1,198 | - |
| Subordinated convertible | |||
| debentures payable | 8,025 | 8,025 | - |
$94,116 | $93,764 | $352 | |
During the three month period ended March 31, 2021,2022, the amount of accounts payable and accrued expenses decreasedincreased by $2,000$1,000 primarily as a resultdue to the accrual of timing differences.income tax preparation expense for the respective period. Accrued real estate taxes decreased by $2,000$1,000 during the three month period ended March 31, 20212022 due to the payment of a portion of the 20202021 accrued real estate taxes in the three month period ended March 31, 20212022 and the accrual of real estate taxes for the respective period. Accrued interest during the three month period ended March 31, 20212022 increased by $356,000$363,000 due to the amount of interest expense for such period. During the three month period ended March 31, 2021,2022, the Company made no interest or principal payments on its outstanding notes payable and subordinated convertible debentures.
The Company remains in default on the entire principal amount plus interest of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.
The principal and accrued interest amounts due as of March 31, 20212022 are as indicated in the following table:
March 31, 2021 | ||
Principal | Accrued | |
Amount Due | Interest | |
($ in thousands) | ||
| Subordinated convertible debentures: | ||
| At 6%, due May 1992 | $8,025 | $28,478 |
| Collateralized convertible debentures-related party: | ||
| At 14%, due July 8, 1997 | $- | $52,790 |
| Notes payable: | ||
| At prime plus 2%, all past due | $1,176 | $3,465 |
| Non-interest bearing | 22 | - |
$1,198 | $3,465 | |
|
| March 31, 2022 |
| |||||
|
| Principal |
|
| Accrued |
| ||
|
| Amount Due |
|
| Interest |
| ||
|
| ($ in thousands) |
| |||||
|
|
|
|
|
|
| ||
Subordinated convertible debentures: |
|
|
|
|
|
| ||
At 6%, due May 1992 |
| $ | 8,025 |
|
| $ | 29,860 |
|
|
|
|
|
|
|
|
|
|
Collateralized convertible debentures-related party: |
|
|
|
|
|
|
|
|
At 14%, due July 8, 1997 |
| $ | - |
|
| $ | 52,740 |
|
|
|
|
|
|
|
|
|
|
Notes payable: |
|
|
|
|
|
|
|
|
At prime plus 2%, all past due |
| $ | 1,176 |
|
| $ | 3,527 |
|
Non-interest bearing |
|
| 22 |
|
|
| - |
|
|
| $ | 1,198 |
|
| $ | 3,527 |
|
The Company does not have sufficient funds available (after payment of, or the reserving for the payment of, anticipated future operating expenses) to satisfy the principal or interest obligations on the above debentures and notes payable or any arrearage in preferred dividends.
The Company remains totally dependent upon the sale of parcels of its various remaining properties with respect to its ability to make any future debt service payments.
The Company has discontinued the services of independent registered public accounting firms due to the Company’s diminishing financial resources. For 2019, and many years prior, the accounting firms have included an explanatory paragraph regarding the Company’s ability to continue as a going concern in their reports on the Company’s consolidated financial statements.
| 14 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
Forward Looking Statements
The discussion set forth in this Item 2, as well as other portions of this Form 10-Q, may contain forward-looking statements. Such statements are based upon the information currently available to management of the Company and management’s perception thereof as of the date of the Form 10-Q. When used in this Form 10-Q, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties. Actual results of the Company’s operations could materially differ from those forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in the real estate market in Florida and the counties in which the Company owns any property; institution of legal action by the bondholders for collection of any amounts due under the subordinated convertible debentures (notwithstanding the Company’s belief that at least a portion of such actions might be barred under applicable statute of limitations); changes in management strategy; and other factors set forth in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2021.2022. There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 15 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company, to its knowledge, currently is not a party to any material legal proceedings.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
See discussion in Item 2 of Part I with respect to defaults under the Company'sCompany’s subordinated convertible debentures, collateralized convertible debentures and other indebtedness and with respect to cumulative preferred dividends in arrears, which discussions are incorporated herein by this reference.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
Reference is made to the Exhibit Index hereof for a list of exhibits filed or furnished under this Item.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PGI INCORPORATED | |||
(Registrant) | |||
| Date: May | /s/Laurence A. Schiffer | ||
| Laurence A. Schiffer | |||
President | |||
(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) | |||
| 17 |
| Table of Contents |
PGI INCORPORATED AND SUBSIDIARIES
EXHIBIT INDEX
2. | Inapplicable. |
3.(i) | Inapplicable. |
3.(ii) | Inapplicable. |
4. | Inapplicable. |
10. | Inapplicable. |
11. | Statement re: Computation of Per Share Earnings (Set forth in Note 2 of the Notes to Condensed Consolidated Financial Statements (Unaudited) herein). |
15. | Inapplicable. |
18. | Inapplicable. |
19. | Inapplicable. |
22. | Inapplicable. |
23. | Inapplicable. |
24. | Inapplicable. |
Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350. | |
Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350. | |
95. | Inapplicable. |
99. | Inapplicable. |
100. | Inapplicable. |
101. | Instance Document, Schema Document, Calculation Linkbase Document, Labels Linkbase Document, Presentation Linkbase Document and Definition Linkbase Document.* |
* Furnished with this report.
| 18 |