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
Annual Reports on Forms 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$100,000 (see discussion); (d) No material change in the business has occurred during the fiscal year; (e) No securities exchange or governmental authority having jurisdiction over the entity requires the entity to furnish audited financial statements.
As the Company reviews its circumstances, it has met the conditions as an Inactive Registrant since 2017
The Company, formerly a
As an Inactive Registrant, PGI anticipates it will continue to provide updates
through its
The Trustee of the 6.5% subordinated debentures, which matured in
During the three month period ended
As of
As of
12
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Results of Operations
There was no revenue for the three month period ended
Expenses for the three month period ended
Interest expense relating to the Company's current outstanding debt, held by
non-related parties, increased by
Legal and professional expenses during the three month period ended
General and administrative expenses during the three month period ended
The Company incurred a net loss of
Cash Flow Analysis
During the three month period ended
Analysis of Financial Condition
Total assets decreased by
March 31, December 31, Increase
2020 2019 (Decrease)
($ in thousands)
Cash $288 $309 $(21)
Land inventory 14 14 -
Restricted sinking fund 13 13 -
$315 $336 $(21) During the three month period ended
Liabilities were approximately
13
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
March 31, December 31, Increase
2020 2019 (Decrease)
($ in thousands)
Accounts payable and accrued expenses $191 $169 $22
Accrued real estate taxes 1 - 1
Accrued interest 83,725 83,370 355
Credit agreements:
Notes payable 1,198 1,198 -
Subordinated convertible
debentures payable 8,163 8,163 -
$93,278 $92,900 $378 During the three month period ended
The Company remains in default on the entire principal amount plus interest (including certain sinking fund and interest payments with respect to the subordinated convertible debentures) of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.
The principal and accrued interest amounts due as of
March 31, 2020
Principal Accrued
Amount Due Interest
($ in thousands)
Subordinated convertible debentures:
At 6.5%, due June 1991 $138 $281
At 6%, due May 1992 8,025 27,125
$8,163 $27,406 Collateralized convertible debentures-related party:
At 14%, due
$- $52,915
Notes payable:
At prime plus 2%, all past due $1,176 $3,404
Non-interest bearing 22 -
$1,198 $3,404 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's independent registered public 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 for
many years including the year ended
14
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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