Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | PGI INCORPORATED | |
Entity Central Index Key | 0000081157 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 5,317,758 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-6471 | |
Entity Address State Or Province | MO | |
Entity Tax Identification Number | 59-0867335 | |
Entity Address Address Line 1 | 212 SOUTH CENTRAL | |
Entity Address Address Line 2 | SUITE 304 | |
Entity Address City Or Town | ST. LOUIS | |
Entity Address Postal Zip Code | 63105 | |
City Area Code | 314 | |
Local Phone Number | 512-8650 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | FL |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 45 | $ 58 |
Land Inventory | 10 | 10 |
Total Assets | 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 Current | 3,527 | 3,512 |
Credit Agreements: | ||
Notes Payable | 1,198 | 1,198 |
Subordinated Convertible Debentures Payable Current | 8,025 | 8,025 |
Total Liabilities | 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 $.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) |
Stockholder Deficit | (95,457) | (95,081) |
Stockholder Deficit And Liabilities | $ 55 | $ 68 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) | ||
Preferred Stock, Par Value | $ 1 | $ 1 |
Preferred Stock, Authorized | 5,000,000 | 5,000,000 |
Preferred Stock - Class A Cumulative Convertible Shares, Issued | 2,000,000 | 2,000,000 |
Preferred Stock - Class A Cumulative Convertible Shares, Outstanding | 2,000,000 | 2,000,000 |
Preferred Stock, Liquidation Preference (excluding Cumulative Dividends) | $ 8,000,000 | $ 8,000,000 |
Preferred Stock, Cumulative Dividends | $ 16,595 | $ 16,595 |
Common Stock, Par Value | $ 0.10 | $ 0.10 |
Common Stock, Authorized | 25,000,000 | 25,000,000 |
Common Stock, Issued | 5,317,758 | 5,317,758 |
Common Stock, Outstanding | 5,317,758 | 5,317,758 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Interest Income | $ 0 | $ 0 |
Total Revenue | 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 |
Total Cost And Expense | 376 | 369 |
Net Loss | $ (376) | $ (369) |
Net Loss Per Share(*) Available To Common Stockholders-basic And Diluted | $ (0.10) | $ (0.10) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||
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 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (UNAUDITED) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, Shares at Jan. 01, 2021 | 2,000,000 | 5,317,758 | |||
Balance, Amount at Jan. 01, 2021 | $ (93,669) | $ 2,000 | $ 532 | $ 13,498 | $ (109,699) |
Net Loss | (369) | $ 0 | $ 0 | 0 | (369) |
Balance, Shares at Mar. 31, 2021 | 2,000,000 | 5,317,758 | |||
Balance, Amount at Mar. 31, 2021 | (94,038) | $ 2,000 | $ 532 | 13,498 | (110,068) |
Balance, Amount at Dec. 31, 2021 | (95,081) | ||||
Net Loss | (376) | ||||
Balance, Shares at Mar. 31, 2022 | 2,000,000 | 5,317,758 | |||
Balance, Amount at Mar. 31, 2022 | (95,457) | $ 2,000 | $ 532 | 13,498 | (111,487) |
Balance, Shares at Jan. 01, 2022 | 2,000,000 | 5,317,758 | |||
Balance, Amount at Jan. 01, 2022 | (95,081) | $ 2,000 | $ 532 | 13,498 | (111,111) |
Net Loss | (376) | $ 0 | $ 0 | 0 | (376) |
Balance, Shares at Mar. 31, 2022 | 2,000,000 | 5,317,758 | |||
Balance, Amount at Mar. 31, 2022 | $ (95,457) | $ 2,000 | $ 532 | $ 13,498 | $ (111,487) |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis of Presentation | |
Note 1. Basis Of Presentation | (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’s most recent audited financial statements are for the year ended December 31, 2018 and the year 2019 was reviewed by independent public accountants. For these years and for many years prior, the Company’s independent registered public accounting firm included an explanatory paragraph regarding the Company’s ability to continue as a going concern. In 2019, management concluded the Company is an Inactive Registrant and accordingly no longer engages an independent accountant for its SEC filings. 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 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, 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 has elected to not 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 2021 filed with the Securities and Exchange Commission. The Company remains in default under the indentures governing its unsecured subordinated debentures. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 6, 7, and 8 to the Company’s consolidated financial statements for the year ended December 31, 2021, as contained in the Company’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, 2022 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2022 or any other interim period. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2022 | |
Per Share Data | |
Note 2. Per Share Data | (2) Per Share Data Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company’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, 2022 and 2021 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, 2022 and 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, 2022 and 2021. 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 ) |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Mar. 31, 2022 | |
Statement of Cash Flows | |
Note 3. Statement Of Cash Flows | (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, 2022 and March 31, 2021. |
Land Inventory
Land Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Land Inventory | |
Note 4. Land Inventory | (4) Land Inventory Land inventory consisted of March 31, December 31, 2022 2021 ($ in thousands) Fully improved land $ 10 $ 10 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Expenses | |
Note 5. Accounts Payable And Accrued Expenses | (5) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of: 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 |
Credit Agreements, Notes Payabl
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | 3 Months Ended |
Mar. 31, 2022 | |
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | |
Note 6. Credit Agreements, Notes Payable, Subordinated And Convertible Debentures Payable | (6) Credit Agreements: Notes Payable and Subordinated Convertible Debentures Payable Credit agreements consisted of the following: 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 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Note 7. Income Taxes | (7) Income Taxes At December 31, 2021, the Company had an operating loss carryforward of approximately, $69,349,000 available to reduce future taxable income. These operating losses expire at various dates through 2040. The following summarizes the temporary differences of the Company at March 31, 2022 and December 31, 2021 at the statutory rate: March 31, December 31, 2022 2021 ($ 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 $ - $ - |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value of Financial Instruments | |
Note 8. Fair Value Of Financial Instruments | (8) Fair Value of Financial Instruments The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at March 31, 2022 and December 31, 2021 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. |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Per Share Data | |
Summary Of The Calculations Used In Computing Basic And Diluted Loss Per Share | 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 ) |
Land Inventory (Tables)
Land Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Land Inventory | |
Summary Of Land And Improvement Inventories | March 31, December 31, 2022 2021 ($ in thousands) Fully improved land $ 10 $ 10 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Expenses | |
Summary Of Accounts Payable And Accrued Expenses | 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 |
Credit Agreements, Notes Paya_2
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | |
Summary Of Credit Agreements With The Company | 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Summary Of The Temporary Differences | 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 $ - $ - |
Per Share Data (Details)
Per Share Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | |
Per Share Data | ||||
Net Loss | $ (376) | $ (376) | $ (369) | $ (369) |
Preferred Dividends | (160) | (160) | ||
Loss Available To Common Shareholders | $ (536) | $ (529) | ||
Weighted Average Number Of Common Shares Outstanding - Basic And Diluted | 5,317,758 | 5,317,758 | ||
Basic And Diluted Loss Per Common Share | $ (0.10) | $ (0.10) |
Per Share Data (Details Narrati
Per Share Data (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Per Share Data | ||
Weighted Average Number Of Common Shares Outstanding - Basic And Diluted | 5,317,758 | 5,317,758 |
Land Inventory (Details)
Land Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Land Inventory | ||
Fully Improved Land | $ 10 | $ 10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Asset: | ||
Net Operating Loss Carryover | $ 18,248 | $ 18,154 |
Expenses Capitalized Under Irc 263(a) | 37 | 37 |
Tax Credits (amt) | 57 | 57 |
Valuation Allowance | (18,342) | (18,248) |
Total Tax Asset | $ 0 | $ 0 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Operating Loss Carryforward | $ 69,349,000 | |
Operating Losses Expiry Date | 2040 |
Credit Agreements Notes Payable
Credit Agreements Notes Payable Subordinated and Convertible Debentures Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | ||
Notes Payable - $1,176,000 Bearing Interest At Prime Plus 2%, The Remainder Non-interest Bearing, All Past Dues | $ 1,198 | $ 1,198 |
Subordinated Convertible Debentures Payable: | ||
At 6% Interest; Due May 1992 | 8,025 | 8,025 |
Subordinated Convertible Debentures Payable | 8,025 | 8,025 |
Total | $ 9,223 | $ 9,223 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts Payable And Accrued Expenses Consisted Of: | ||
Accrued Audit, Review And Tax Expense | $ 3,000 | $ 3,000 |
Accrued Debenture Fees | 153,000 | 153,000 |
Accrued Miscellaneous | 1,000 | 1,000 |
Total | 158,000 | 157,000 |
Accrued Real Estate Taxes Consisted Of: | ||
Current | 2 | 4 |
Delinquent | 2 | 1 |
Accrued Real Estate Taxes | $ 4 | $ 5 |