Quarterly Report (10-q)

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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 September 30, 2021
☐	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, Missouri 63105

(Address of principal executive offices)

 

[phone]

(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 ☒     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 ☒     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 filer	☐	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 ☒

 

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’s classes of common stock, as of the latest practicable date: As of November 15, 2021, 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 September 30, 2021

 

Table of Contents

 

			Form 10 - Q Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
	Condensed Consolidated Statements of Financial Position  September 30, 2021 and December 31, 2020		3
	Condensed Consolidated Statements of Operations  Three and Nine Months Ended September 30, 2021 and 2020		4
	Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2021 and 2020		5
	Condensed Consolidated Statements of Stockholders’ Deficiency  Three Months Ended September 30, 2021 and 2020		6
	Nine Months Ended September 30, 2021 and 2020		7
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		19
Item 4.	Controls and Procedures		19
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		20
Item 1A.	Risk Factors		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3.	Defaults Upon Senior Securities		20
Item 4.	Mine Safety Disclosures		20
Item 5.	Other Information		20
Item 6.	Exhibits		20
SIGNATURE			21
EXHIBIT INDEX			22

 

2

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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)
		September 30,				December 31,
		2021				2020
ASSETS
Cash		$	50			$	81
Land inventory			14				14
		$	64			$	95
LIABILITIES
Accounts payable and accrued expenses		$	157			$	160
Accrued real estate taxes			4				4
Accrued interest:
Subordinated convertible debentures payable			29,165				28,137
Convertible debentures payable-related party			52,790				52,790
Notes payable			3,496				3,450
Credit agreements:
Notes payable			1,198				1,198
Subordinated convertible debentures payable			8,025				8,025
			94,835				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 $16,915)			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			(110,801	)			(109,699	)
			(94,771	)			(93,669	)
		$	64			$	95

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

3

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Part I Financial Information (Continued)

 

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except per share data)
		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2021				2020				2021				2020
REVENUES
Real estate sales		$	-			$	-			$	10			$	-
Other income			-				2				4				2
			-				2				14				2
COSTS AND EXPENSES
Interest			360				354				1,074				1,062
Forgiveness of debt and interest			-				(410	)			-				(410	)
Taxes and assessments			1				1				4				3
Consulting and accounting-related party			6				8				18				26
Legal and professional			1				1				1				36
General and administrative			8				6				19				20
			376				(40	)			1,116				737
NET LOSS		$	(376	)		$	42			$	(1,102	)		$	(735	)
NET LOSS PER SHARE(*) AVAILABLE TO COMMON STOCKHOLDERS-Basic and diluted		$	(0.10	)		$	(0.02	)		$	(0.30	)		$	(0.23	)

*Considers the effect of dividends on preferred stock for the three and nine months ended September 30, 2021 and 2020.

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

4

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Part I Financial Information (Continued)

 

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
($ in thousands)
		Nine Months Ended
		September 30,				September 30,
		2021				2020
Net cash used in operating activities		$	(31	)		$	(215	)
Net change in cash			(31	)			(215	)
Cash at beginning of period			81				309
Cash at end of period		$	50			$	94

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

5

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Part I Financial Information (Continued)

 

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)
Three Months ended September 30, 2021
($ in thousands, except share data)
		Preferred Stock								Common Stock								Paid-in				Accumulated
		Shares				Par Value				Shares				Par Value				Capital				Deficit				Total
Balances at 6/30/21			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(110,425	)		$	(94,395	)
Net Loss			-				-				-				-				-				(376	)			(376	)
Balances at 9/30/21			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(110,801	)		$	(94,771	)

 

Three Months ended September 30, 2020
($ in thousands, except share data)
		Preferred Stock								Common Stock								Paid-in				Accumulated
		Shares				Par Value				Shares				Par Value				Capital				Deficit				Total
Balances at 6/30/20			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(109,371	)		$	(93,341	)
Net Loss			-				-				-				-				-				42				42
Balances at 9/30/20			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(109,329	)		$	(93,299	)

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

6

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Part I Financial Information (Continued)

 

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)
Nine Months ended September 30, 2021
($ in thousands, except share data)
		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			-				-				-				-				-				(1,102	)			(1,102	)
Balances at 9/30/21			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(110,801	)		$	(94,771	)

 

Nine Months ended September 30, 2020
($ in thousands, except share data)
		Preferred Stock								Common Stock								Paid-in				Accumulated
		Shares				Par Value				Shares				Par Value				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			-				-				-				-				-				(735	)			(735	)
Balances at 9/30/20			2,000,000			$	2,000				5,317,758			$	532			$	13,498			$	(109,329	)		$	(93,299	)

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

7

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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’s most recent audited financial statements are for the year ended December 31, 2018. As an Inactive Registrant, 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.   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 administrative costs of the Company. The potential values of the land parcels held for sale have 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. Certain of these assets may be of so little value and marketability that the Company may elect not to pay the real estate taxes on selected parcels, which may eventually result in a de facto 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 2020 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 7, 8, and 9 to the Company’s consolidated financial statements for the year ended December 31, 2020, 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 and nine months ended September 30, 2021 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2021 or any other interim period.

 

8

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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’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 and nine months ended September 30, 2021 and 2020 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 and nine months ended September 30, 2021 and 2020, 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 and nine months ended September 30, 2021 and 2020.

 

		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2021				2020				2021				2020
		($ in thousands, except share and per share data)
Net Income (Loss)		$	(376	)		$	42			$	(1,102	)		$	(735	)
Preferred dividends			(160	)			(160	)			(480	)			(480	)
Loss Available to		$	(536	)		$	(118	)		$	(1,582	)		$	(1,215	)
Common shareholders
Basic and Diluted
Weighted Average Number
Of Common Shares
Outstanding			5,317,758				5,317,758				5,317,758				5,317,758
Basic and Diluted Loss
Per Common Share		$	(0.10	)		$	(0.02	)		$	(0.30	)		$	(0.23	)

 

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PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

 

(3)	Statement of Cash Flows
	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 nine month periods ended September 30, 2021 and 2020.

 

(4)	Land Inventory
	Land inventory consisted of

 

		September 30,				December 31,
		2021				2020
		($ in thousands)
Fully improved land		$	14			$	14

 

(5)	Accounts Payable and Accrued Expenses
	Accounts payable and accrued expenses consisted of:

 

		September 30,				December 31,
		2021				2020
		($ in thousands)
Accounts payable		$	-			$	3
Accrued tax preparation expense			3				3
Accrued debenture fees			153				153
Accrued miscellaneous			1				1
		$	157			$	160
Accrued real estate taxes consisted of:
Current real estate taxes		$	3			$	4
Delinquent real estate taxes			1				-
		$	4			$	4

 

10

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PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

 

(6)	Credit Agreements: Notes Payable and Subordinated and Convertible Debentures Payable
	Credit agreements consisted of the following:

 

		September 30,				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

  

(7)	Income Taxes
	At December 31, 2020, the Company had an operating loss carryforward of approximately $70,080,000 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 September 30, 2021 and December 31, 2020 at the statutory rate:

 

		September 30,				December 31,
		2021				2020
		($ in thousands)
Deferred tax asset
Net operating loss carryforward		$	18,077			$	17,801
Expenses capitalized under IRC 263(a)			37				37
Tax credits (AMT)			57				57
Valuation allowance			(18,171	)			(17,895	)
Total deferred tax asset			-				-

 

(8)	Fair Value of Financial Instruments
	The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at September 30, 2021 and December 31, 2020 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.

 

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PGI INCORPORATED AND SUBSIDIARIES

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Preliminary Note

 

The Company’s remaining land inventory consists of 6 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”). The single family lots and the 7 acre parcel in Citrus County have been listed for sale with a real estate agent. Subsequent to September 30, 2021, three of the single family lots were sold and PGI realized approximately $60,000. In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly owned subsidiary of the Company, owns 11 parcels of real estate in Charlotte County, Florida, which in total approximates 58 acres. 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 meets all 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 financial statements were audited prior to 2019 by BKD, LLP (“BKD”) and a review was performed with respect to 2019 by Milhouse & 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 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.

 

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PGI INCORPORATED AND SUBSIDIARIES

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

PGI has been an SEC registrant for over 40 years. The Company has filed with the SEC 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 million as of December 31, 2020. 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. 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 September 30, 2021, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the remaining balance of accrued interest with respect to its collateralized convertible debentures.

 

Results of Operations

 

There was no revenue for the three month period ended September 30, 2021 compared to revenue of $2,000 for the three month period ended September 30, 2020. Revenue for the three months ended September 30, 2020 represents other income from a lot lien receivable recovery recorded in previous years which had been fully provided for cancellation.

 

Expenses for the three month period ended September 30, 2021 increased by $416,000 when compared to the same period in 2020 as follows:

 

		Increase
		(Decrease)
		($ in thousands)
Interest		$	6
Non-recurrence of forgiveness  of debt and interest			410
Consulting and accounting-related party			(2	)
General and administrative			2
		$	416

 

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PGI INCORPORATED AND SUBSIDIARIES

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Interest expense relating to the Company’s outstanding debt, held by non-related parties, increased by $6,000 during the three month period ended September 30, 2021 compared to the same period in 2020. Interest expense relating to the Company’s outstanding debt for the 6% subordinated convertible debentures, increased by $7,000 primarily as a result of interest compounding on past due balances. Interest expense relating to the 6.5% subordinated debentures decreased by $1,000 compared to the same period in 2020. The debentures were surrendered in 2020 with the escheatment to the respective states of debenture holders.

 

There was no forgiveness of debt and interest for the three months ended September 30, 2021 compared to $410,000 for the three month period ended September 30, 2020. The forgiveness of debt and interest in the three months ended September 30, 2020 is attributed to the 6.25% subordinated debentures which matured in June, 1991. The debentures were escheated to the states of the respective debenture holders.

 

Consulting and accounting related party expenses decreased by $2,000 during the three month period ended September 30, 2021 compared to the same period in 2020 as a result of a decrease in services provided by Love Real Estate Company, an affiliate of Love Investment Company, the Company’s primary preferred stock shareholder.

 

General and administrative expenses during the three month period ended September 30, 2021 increased by $2,000 when compared to the same period in 2020 due to expenses incurred with listing the single family lots and the 7 acre parcel in Citrus County for sale.

 

The Company incurred a net loss of $376,000 during the three month period ended September 30, 2021 compared to net income of $42,000 for the comparable period in 2020. After deducting preferred dividends, totaling $160,000 for the three month periods ended September 30, 2021 and 2020, with respect to the Class A Preferred Stock, a net loss per share of $(.10) and $(.02) was incurred for the three month periods ended September 30, 2021 and 2020, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through September 30, 2021 is $16,915,000.

 

Revenue for the nine months ended September 30, 2021 increased by $12,000 to $14,000 from $2,000 for the comparable period in 2020. Real estate sales increased by $10,000 in 2021 due to the sale of an environmentally sensitive parcel of land for which the Company has no cost basis. Other income for the nine months ended September 30, 2021 increased by $2,000 to $4,000 from $2,000 for the comparable period in 2020. Other revenue of $4,000 for the nine months ended September 30, 2021 represents income from a settlement claim from over 30 years ago when the Company was operating as a home builder.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Expenses for the nine month period ended September 30, 2021 decreased by $379,000 when compared to the same period in 2020 as follows:

 

		Increase
		(Decrease)
		($ in thousands)
Interest		$	12
Non-recurrence of forgiveness of debt and interest			410
Taxes and Assessments			1
Consulting and accounting-related party			(8	)
Legal and professional			(35	)
General and administrative			(1	)
		$	379

 

Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $12,000 during the nine month period ended September 30, 2021 compared to the same period in 2020. Interest expense relating to the Company’s outstanding debt for the 6% subordinated debentures, increased by $22,000 primarily as a result of interest compounding on past due balances. Interest expense relating to the 6.5% subordinated debentures decreased by $6,000 compared to the same period in 2020. The debentures were surrendered in 2020 with the escheatment to the respective states of 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 nine month period ended September 30, 2021 compared to 3.64% for the same period in 2020.

 

Taxes and assessments expense increased by $1,000 during the nine month period ended September 30, 2021 compared to the same period in 2020 due to the delayed payment or non-payment of real estate taxes in 2021. In 2020 the Company utilized early payment discounts for the real estate tax assessments.

 

Consulting and accounting related party expenses decreased by $8,000 during the nine month period ended September 30, 2021 compared to the same period in 2020 as a result of a decrease in services provided by Love Real Estate Company, an affiliate of Love Investment Company, the Company’s primary preferred stock shareholder.

 

Legal and professional expenses decreased by $35,000 during the nine month period ended September 30, 2021 when compared to the same period in 2020.

 

General and administrative expenses during the nine month period ended September 30, 2021 decreased by $1,000 when compared to the same period in 2020 primarily due to a $3,000 decrease in expenses incurred for the Company’s tax return preparation. The $3,000 decrease is offset by a $2,000 increase in expenses incurred with listing the single family lots and the 7 acre parcel in Citrus County for sale.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

The Company incurred a net loss of $1,102,000 during the nine month period ended September 30, 2021 compared to a net loss of $737,000 for the comparable period in 2020. After deducting preferred dividends, totaling $480,000 for the nine month periods ended September 30, 2021 and 2020, with respect to the Class A Preferred Stock, a net loss per share of $(.20) and $(.23) was incurred for the nine month periods ended September 30, 2021 and 2020, respectively.

 

Cash Flow Analysis

 

During the nine month period ended September 30, 2021, the Company’s net cash used in operating activities was $31,000 compared to $215,000 for the comparable period in 2020. The 2020 cash used in operating activities includes $125,000 of interest paid to the collateralized convertible debenture holders. There was no cash provided by or used in financing or investing activities during the nine month periods ended September 30, 2021 and 2020.

 

Analysis of Financial Condition

 

Total assets decreased by $31,000 at September 30, 2021 compared to total assets at December 31, 2020, reflecting the following changes:

 

		September 30,				December 31,
		2021				2020				(Decrease)
						($ in thousands)
Cash		$	50			$	81			$	(31	)
Land inventory			14				14				-
		$	64			$	95			$	(31	)

 

During the nine month period ended September 30, 2021, cash decreased by $31,000, compared to December 31, 2020 as a result of the Company paying its administrative costs.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liabilities were approximately $94,835,000 at September 30, 2022 compared to approximately $93,764,000 at December 31, 2020, reflecting the following changes which resulted in an increase of $1,071,000 of liabilities:

 

		September 30,				December 31,				Increase
		2021				2020				(Decrease)
						($ in thousands)
Accounts payable and accrued expenses		$	157			$	160			$	(3	)
Accrued real estate taxes			4				4				-
Accrued interest			85,451				84,377				1,074
Credit agreements:											-
Notes payable			1,198				1,198				-
Subordinated convertible
debentures payable			8,025				8,025				-
		$	94,835			$	93,764			$	1,071

 

During the nine month period ended September 30, 2021, the amount of accounts payable and accrued expenses decreased by $3,000 primarily as a result of timing differences. Accrued interest during the nine month period ended September 30, 2021 increased by $1,074,000 due to the amount of interest for such period. During the nine month period ended September 30, 2021, 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.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

The principal and accrued interest amounts due as of September 30, 2021 are as indicated in the following table:

 

		September 30, 2021
		Principal				Accrued
		Amount Due				Interest
		($ in thousands)
Subordinated convertible debentures:
At 6%, due May 1992		$	8,025			$	29,165
Collateralized convertible debentures-related party:
At 14%, due July 8, 1997		$	-			$	52,790
Notes payable:
At prime plus 2%, all past due		$	1,176			$	3,496
Non-interest bearing			22				-
		$	1,198			$	3,496

 

The Company does not have sufficient funds available (after payment of, or the reserving for the payment of, anticipated future administrative 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. Subsequent to September 30, 2021, the Company sold three single family lots and realized approximately $60,000.

 

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.

 

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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 September 30, 2021. There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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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’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.

 

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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: November 15, 2021	By:	/s/Laurence A. Schiffer
		Laurence A. Schiffer President (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

 

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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.
31(i).1		Principal Executive Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31(i).2		Principal Financial Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350.
32.2		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.

 

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