LIQUIDITY AND CAPITAL RESOURCES
The liabilities of the Company exceed the reported value of its assets.
Management's efforts and activities have been, and continue to be, to sell
assets of the Company to repay its indebtedness and to pay administrative
expenditures in keeping an inactive company in existence. The aggregate
remaining land inventory is less than 68 acres, consisting of multiple parcels
located in two Florida counties. These parcels have limited value because of
associated development constraints such as wetlands, easements and other
obstacles to development and sale. At December 31, 2021 the carrying value of
the land inventory was $10,000. The Company is seeking to realize full market
value for such land. However, certain land parcels 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 judgment, the assets will be insufficient to satisfy much, if
any, of the outstanding indebtedness of the Company. Consequently, there is
substantial doubt about the Company's ability to continue as a "going concern,"
as that term is used for generally accepted accounting purposes. The asset
carrying values shown in the financial statements, are judged to be reasonable
estimates of the value, when viewed in the context of the entirety of the
financial statements.
In early 2019, the Board of Directors of PGI concluded that PGI met and
continues to meet all conditions under which a registrant may be deemed an
"Inactive Entity" as that term is defined or contemplated in Rule 3-11 of
Regulation S-X 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 Rule 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
Annual Reports on Forms 10-K with the SEC, including this Form 10-K, as well as
Quarterly Reports on Forms 10-Q and any other required reports. PGI currently
intends to include in such Annual Reports all annual 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 and a
review was performed with respect to 2019 by Milhouse & Neal. However, due to
its inactive status and diminishing financial resources, the aforementioned
consolidated financial statements have not been reviewed or audited by a PCAOB
registered public accounting firm for the year 2021 and 2020.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
PGI meets all of the conditions in Rule 3-11 of Regulation S-X 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;
(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.
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
68 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 $95.1 million as of December 31, 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. Ultimately, PGI expects that proceeds from sales of its
remaining real estate, if any, will provide some minimal recoveries for PGI's
senior debtholders.
The Company's financial statement indebtedness includes its 6.0% subordinated
convertible debentures which matured in May, 1992, with a remaining face amount
of $8,025,000; and various notes payable, with a remaining face amount of
$1,198,000.
The cumulative amount due for the 6% subordinated convertible debentures which
matured in May 1992, includes the face amount of $8,025,000 plus accrued
interest of $29,512,000 as of December 31, 2021. The subordinated convertible
debentures have been in payment default for over twenty-five years. It is
unclear whether any action on behalf of the bondholders is presently likely,
given the negative net worth of the Company and continuing passage of time.
8
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
RESULTS OF OPERATIONS
Revenues
Revenues for the year ended December 31, 2021 increased by $92,000 to $94,000
compared to revenues of $2,000 for the year ended December 31, 2020 primarily as
a result of real estate sales of $90,000 in 2021. There were no sales of real
estate in 2020. Other income increased by $2,000 to $4,000 compared to other
income of $2,000 for the year ended December 31, 2020. Other income in 2021
represents income from a settlement claim from over 30 years ago when the
Company was operating as a home builder. Other income in 2020 represents
recoveries of lot lien receivables which had been fully provided for
cancellation.
Costs and Expenses
Costs and expenses for the year ended December 31, 2021 decreased by $399,000
when compared to the same period in 2020 as follows:
Increase
2021 2020 (Decrease)
($ in thousands)
COSTS, EXPENSES AND OTHER
Cost of real estate sales $ 15 $ - $ 15
Interest expense 1,437 1,417 20
Forgiveness of debt and interest - (410 ) 410
Taxes and assessments 5 5 -
Consulting and accounting-
related party 24 34 (10 )
Legal and professional 1 36 (35 )
General and administrative 24 25 (1 )
$ 1,506 $ 1,107 $ 399
The cost of real estate sales for the year ended December 31, 2021 increased by
$15,000 compared to the year ended December 31, 2020, solely as a result of
costs and expenses incurred in connection with sales of real estate in
2021. There was no such expense for the comparable period in 2020 because there
were no sales of real estate during such period.
Interest expense relating to the Company's current outstanding debt held by
non-related parties, increased by $20,000 during the year ended December 31,
2021 compared to the year ended December 31, 2020. Interest expense relating to
the Company's outstanding debt for subordinated convertible debentures,
increased by $23,000 during the year ended December 31, 2021 primarily as a
result of interest accruing on past due balances which increased at various
intervals throughout the year for accrued but unpaid interest. This increase was
offset by a $3,000 decrease in interest expense for notes payable due to a
decrease in the average prime interest rate of 3.25% for 2021 compared to 3.54%
for 2020.
9
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The Company recognized $410,000 in forgiveness of debt and accrued interest
during the year ended December 31, 2020. The Trustee of the 6.5% subordinated
convertible debentures, which matured in June, 1991, provided notice of final
distribution to the holders of such debentures on September 2, 2014. In
connection with such final distribution, the Trustee designated the remaining
balance of the debenture reserve fund held by the Trustee for final distribution
of $92 per $1,000 in face amount to holders of such debentures who surrender
their respective debenture certificates.
During the year ended December 31, 2020, the remaining balance of the reserve
fund of $13,000 was disbursed in escheatment to the states of the respective
debenture holders. The remaining debentures with a face amount of $138,000 were
surrendered with the escheatment of respective funds to the states of the
debenture holders. Accordingly, the Company has recognized $125,000 in
forgiveness of debt during the year ended December 31, 2020. In addition,
accrued interest of $285,000 on such debentures that are considered surrendered
was recorded as forgiveness of interest expense during the year ended December
31, 2020. There were no debentures surrendered or escheated in 2021.
Taxes and assessments were $5,000 during the years ended December 31, 2021 and
2020.
Consulting and accounting expense was $24,000 and $34,000 for the years ended
December 31, 2021 and 2020, respectively. Accounting service fees paid to Love
Real Estate Company ("LREC"), an affiliate of LIC, decreased by $10,000 in 2021
compared to 2020 due to a decrease in accounting services with the Company not
being reviewed by a PCAOB registered public accounting firm effective with the
March 31, 2020 periodic filing with the SEC. In addition, a quarterly consulting
fee is paid to LREC of one-tenth of one percent of the carrying value of the
Company's assets.
Legal and professional expenses decreased by $35,000 during the year ended
December 31, 2021 when compared to the same period in 2020 as follows:
Increase
(Decrease)
($ in thousands)
Legal common title matters $ (6 )
Legal going concern alternatives (9 )
Legal and professional fees environmental remediation (8 )
Legal review filing of periodic reports (12 )
$ (35 )
10
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
General and administrative expenses decreased by $1,000 during the year ended
December 31, 2021 compared to 2020 primarily due to a decrease in the quarterly
consulting fees paid to LREC. The Company pays LREC a quarterly consulting fee
of one-tenth of one percent of the carrying value of the Company's assets which
have been consistently decreasing.
The net loss was $1,412,000 ($.39 per share loss) for the year ended December
31, 2021 compared to a net loss of $1,105,000 ($.33 per share loss) for the year
ended December 31, 2020. Included in the 2021 and 2020 loss per share
computation is $640,000 ($.12 per share of Common Stock) of annual cumulative
preferred stock dividends in arrears.
FINANCIAL CONDITION
Total assets decreased by $241,000 at December 31, 2021 compared to total assets
at December 31, 2020 reflecting the following changes:
Increase
2021 2020 (Decrease)
($ in thousands)
Cash $ 58 $ 81 $ (23 )
Land Inventory 10 14 (4 )
$ 68 $ 95 $ (27 )
Net cash used in operating activities was $23,000 for the year ended December
31, 2021 compared to cash used in operations of $228,000 for the year ended
December 31, 2020. Net cash used in operations consists of cash received from
operations less cash expended for operations.
Cash received from operations during the year ended December 31, 2021 was
$94,000, which represents $90,000 from real estate sales and $4,000 in
miscellaneous income from a settlement claim from when the Company was operating
as a home builder. Cash received from operations in the year ended December 31,
2020 was $2,000, which represents miscellaneous income from a recovery of a lot
lien receivable which had been fully provided for cancellation.
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Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Cash expended for operations during the year ended December 31, 2021 was
$117,000 which represents a decrease of $113,000 compared to cash expended for
operations of $230,000 in the year ended December 31, 2020.
Increase
(Decrease)
($ in thousands)
Cost of real estate sales paid $ 10
Interest - related party paid (75 )
Taxes and assessments paid 5
Consulting and accounting-related party paid (11 )
Legal and professional paid (37 )
General and administrative paid (5 )
$ (113 )
The decrease of $75,000 in payments of interest for accrued related party
interest is a result of interest paid on collateralized debt of $50,000 in the
year ended December 31, 2021 compared to $125,000 in 2020.
Liabilities were $95,149,000 at December 31, 2021 compared to $93,764,000 at
December 31, 2020, reflecting the following changes:
Increase
2021 2020 (Decrease)
($ in thousands)
Accounts payable and accrued expenses $ 157 $ 160 $ (3 )
Accrued real estate taxes
5 4 1
Accrued interest 33,024 31,587 1,437
Accrued interest-related party 52,740 52,790 (50 )
Notes payable 1,198 1,198 -
Convertible subordianted debentures payable 8,025 8,025 -
$ 95,149 $ 93,764 $ 1,385
Accounts payable and accrued expenses decreased by $3,000 at December 31, 2021,
compared to December 31, 2020, primarily as a result of timing differences.
Accrued real estate taxes increased by $1,000 at December 31, 2021 compared to
December 31, 2020 due to the accrual of penalties and interest on delinquent
real estate taxes.
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Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Accrued interest increased by $1,387,000 at December 31, 2021 compared to
December 31, 2020 reflecting changes in the following accrued interest
categories:
Increase
2021 2020 (Decrease)
($ in thousands)
Convertible subordinated debentures $ 29,512 $ 28,137 $ 1,375
Convertible debentures-related party 52,740 52,790
(50 )
Notes Payable 3,512 3,450 62
$ 85,764 $ 84,377 $ 1,387
The increase in accrued interest of $1,375,000 relating to the convertible
subordinated debentures represents interest expense for the year ended December
31, 2021. The accrued interest relating to convertible subordinated debentures
increased due to the additional accrual of interest and no payment of previously
accrued interest on the Company's debentures (see Note 8 to the consolidated
financial statements under Item 8). The notes payable and convertible
subordinated debentures, including accrued interest, are past due.
The decrease in accrued interest of $50,000 for the related party convertible
debentures is due to the payment of accrued interest on the collateralized
convertible debentures during the year ended December 31, 2021. The remaining
balance of accrued interest on the collateralized convertible debentures is
$52,740,000.
The increase of $62,000 of accrued interest relating to the Company's other
outstanding debt represents interest expense for the year ended December 31,
2021. The notes payable and convertible subordinated debentures, including
accrued interest, are past due.
The Company's stockholders' deficiency increased to $95,081,000 at December 31,
2021 from a $93,669,000 stockholders' deficiency at December 31, 2020,
reflecting the 2021 net loss of $1,412,000.
Off-Balance Sheet Arrangements
The Company has no Off-Balance Sheet Arrangements.
Recent Accounting Standards
Accounting Standards Update (ASU) No. 2014-15, "Presentation of Financial
Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about
an Entity's Ability to Continue as a Going Concern", is effective for interim
and annual periods ending after December 15, 2016 and, accordingly, this is
discussed in Footnote 1 to the financial statements.
ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", is
effective for fiscal years beginning after December 15, 2017, and interim
periods within those fiscal years, and accordingly, this is discussed in
Footnote 2 to the financial statements.
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Table of Contents
Forward Looking Statements
The discussion set forth in this Item 7, as well as other portions of this Form
10-K, 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-K. When used in this Form 10-K,
words such as "anticipates," "estimates," "believes," "appears", "expects," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements. Such state-ments 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; the overall national economy and financial
markets; 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.
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