PGI INCORPORATED 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
In early 2019, the Board of Directors of PGI concluded that it meets 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$100,000 (see discussion); (d) No material change in the business has occurred during the fiscal year; (e) No securities exchange or governmental authority having jurisdiction over the entity requires the entity to furnish audited financial statements. 11 PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
As the Company reviews its circumstances, it has met the conditions as an Inactive Registrant since 2017.
The Company, formerly a
As an Inactive Registrant, PGI anticipates it will continue to provide updates
through its
As of
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Results of Operations
There was no revenue for the three month periods ended
Expenses for the three month period ended
Interest expense relating to the Company's outstanding debt, held by non-related
parties, increased by
Consulting and accounting related party expenses decreased by
Legal and professional expenses decreased by
(Decrease)
($ in thousands)
Legal review filing of periodic reports $(11)
Legal research "going concern" alternatives (9)
Legal common title matters (5)
Legal and professional fees environmental remediation (5)
$(30)
General and administrative expenses during the three month period ended
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Company incurred a net loss of
Cash Flow Analysis
During the three month period ended
Analysis of Financial Condition
Total assets decreased by
March 31, December 31, Increase
2021 2020 (Decrease)
($ in thousands)
Cash $64 $81 $(17)
Land inventory 14 14 -
$78 $95 $(17) During the three month period ended
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Liabilities were
March 31, December 31, Increase
2021 2020 (Decrease)
($ 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 $352 During the three month period ended
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PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Company remains in default on the entire principal amount plus interest of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.
The principal and accrued interest amounts due as of
March 31, 2021
Principal Accrued
Amount Due Interest
($ in thousands)
Subordinated convertible debentures:
At 6%, due May 1992 $8,025 $28,478 Collateralized convertible debentures-related party:
At 14%, due
$- $52,790
Notes payable:
At prime plus 2%, all past due $1,176 $3,465
Non-interest bearing 22 -
$1,198 $3,465 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.
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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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