PGI INCORPORATED Preliminary Note
The Company's remaining land inventory consists of an approximate seven acre
parcel with an estimated value of
In early 2019, the Board of Directors of PGI concluded that PGI 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
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
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 $100,000 (see discussion);
(d) No material change in the business has occurred during the fiscal year;
(e) No securities exchange or governmental authority having jurisdiction over
the entity requires the entity to furnish audited financial statements.
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
PGI has been an
The Company, formerly a
As of
Results of Operations
Revenue for the three months ended
Expenses for the three month period ended
Increase
(Decrease)
($ in thousands)
Cost of real estate sales $ 15
Interest 10
Taxes and Assessments (1 )
General and administrative 1
$ 25
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The cost of real estate sales for the three months ended
Interest expense relating to the Company's outstanding debt, held by non-related
parties, increased by
Taxes and assessments expense decreased by
General and administrative expenses during the three month period ended
The Company incurred a net loss of
Revenue for the six months ended
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Expenses for the six month period ended
Increase
(Decrease)
($ in thousands)
Cost of real estate sales $ 15
Interest 17
Taxes and Assessments (1 )
General and administrative 1
$ 32
The cost of real estate sales for the six months ended
Interest expense relating to the Company's current outstanding debt, held by
non-related parties, increased by
Taxes and assessments expense decreased by
General and administrative expenses during the six month period ended
The Company incurred a net loss of
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Cash Flow Analysis
During the six month period ended
Analysis of Financial Condition
Total assets decreased by
June 30, December 31,
2022 2021 (Decrease)
($ in thousands)
Cash $ 33 $ 58 $ (25 )
Land inventory - 14 (14 )
$ 33 $ 72 $ (39 ) During the six month period ended
Land inventory decreased by
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Liabilities were approximately
June 30, December 31, Increase
2022 2021 (Decrease)
($ in
thousands)
Accounts payable and accrued expenses $ 156 $ 157 $ (1 )
Accrued real estate taxes 4 5 (1 )
Accrued interest 86,465 85,764 701
Credit agreements: -
Notes payable 1,198 1,198 -
Subordinated convertible debentures payable 8,025 8,025 -
$ 95,848 $ 95,149 $ 699 During the six month period ended
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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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The principal and accrued interest amounts due as of
June 30, 2022
Principal Accrued
Amount Due Interest
($ in thousands)
Subordinated convertible debentures:
At 6%, due May 1992 $ 8,025 $ 30,210 Collateralized convertible debentures-related party:
At 14%, due
$ - $ 52,710
Notes payable:
At prime plus 2%, all past due $ 1,176 $ 3,545
Non-interest bearing 22 -
$ 1,198 $ 3,545 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.
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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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
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