pgi10q.htm

 
 
U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10 – Q
 
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934
 
For the quarterly period ended    September 30, 2011
   
o
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                                                   9-0867335                       
  (State or other jurisdiction of incorporation)  (I.R.S. Employer Identification No.)
     
 
                
212 SOUTH CENTRAL, SUITE 100, ST. LOUIS, MISSOURI  63105
(Address of principal executive offices)
 
(314) 512-8650
(Registrant’s telephone number, including area code)
 
 N/A                                                                                                                                                                                                                                                       
(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    X        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    X        No _______
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer__________   Accelerated filer__________Non-accelerated filer____________   Smaller reporting company    X      
           (Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes____  No    X    
 
State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date:  As of November 14, 2011, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.
 
 
1

 
PGI INCORPORATED AND SUBSIDIARIES
 
 
Form 10 – Q
For the Quarter Ended September 30, 2011
 
Table of Contents
   
Form 10 - Q
Page No.
     
 
     
     
 
     
 
     
 
     
     
     
     
 
     
     
     
     
     
     
     
     
 
     
 
 
 
 
2

 
 
 
PART I     FINANCIAL INFORMATION
  Item 1. Financial Statements
 
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in thousands)
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
ASSETS
           
Cash
  $ 1     $ 1  
Restricted cash
    5       5  
Receivables
    639       705  
Land and improvement inventories
    639       639  
Other assets
    197       189  
    $ 1,481     $ 1,539  
                 
LIABILITIES
               
Accounts payable and accrued expenses
  $ 116     $ 121  
Accrued real estate taxes
    6       9  
Accrued interest:
               
Primary lender
    272       240  
Debentures
    48,048       44,121  
Other
    2,819       2,773  
Credit agreements –
               
Primary lender
    500       500  
Notes payable
    1,198       1,198  
Subordinated convertible debentures payable
    9,059       9,059  
Convertible debentures payable
     1,500       1,500  
      63,518       59,521  
                 
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
               
 $8,000,000 and cumulative dividends)
    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
    (78,067 )     (74,012 )
      (62,037 )     (57,982 )
    $ 1,481     $ 1,539  
 
See accompanying notes to Condensed Consolidated Financial Statements.

 
3

 

Part I                                Financial Information (Continued)
 
PGI INCORPORATED AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
(Unaudited)
 
    Three Months Ended       Nine Months Ended   
    September 30,     September 30,     September 30,     September 30,  
   
2011
   
2010
   
2011
   
2010
 
REVENUES
                       
Real estate sales
  $ -     $ -     $ 16     $ -  
Interest income
    10       11       31       34  
Other income
    -       -       -        1  
      10       11       47       35  
                                 
COSTS AND EXPENSES
                               
Cost of real estate sales
    -       -       1       -  
Interest
    1,372       1,229       4,005       3,590  
Taxes and assessments
    2       2       7       8  
Consulting and accounting
    10       10       30       30  
Legal and professional
    6       5       11       11  
General and administrative
    17       14       48       44  
      1,407       1,260       4,102       3,683  
NET LOSS
  $ (1,397 )   $ (1,249 )   $ (4,055 )   $ (3,648 )
                                 
NET LOSS PER SHARE (*)
                               
AVAILABLE TO COMMON
                               
STOCKHOLDERS-Basic and diluted
  $ (.29 )   $ (.26 )   $ (.85 )   $ (.78 )
 
 
* Considers the effect of cumulative preferred dividends in arrears for the three and nine months ended September 30, 2011 and 2010.
 
 
See accompanying notes to Condensed Consolidated Financial Statements

 
4

 

 
Part I                                Financial Information (Continued)
 
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
 
      Nine Months Ended  
      September 30,       September 30,  
      2011       2010  
                 
Net cash used in operating activities
  $ (66 )   $ (51 )
Cash flows from investing activities:
               
Proceeds from notes receivable
    66        52  
Net cash provided by investing activities
    66        52  
                 
Net change in cash
    -       1  
                 
Cash at beginning of period
    1        1  
                 
Cash at end of period
  $ 1     $ 2  
 
 
See accompanying notes to Condensed Consolidated Financial Statements

 
5

 

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 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 independent registered public accounting firm included an explanatory paragraph regarding the Company's ability to continue as a going concern in their opinion on the Company's consolidated financial statements for the year ended December 31, 2010.
 
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 2010 filed with the Securities and Exchange Commission.
 
The condensed consolidated balance sheet as of December 31, 2010 has been derived from the audited consolidated balance sheet as of that date.
 
The Company remains in default under the indentures governing its unsecured subordinated debentures and collateralized convertible debentures and in default of its primary debt obligations.  (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, 2010, 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 nine months ended September 30, 2011 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2011 or any other interim period.
 
 (2)
Per Share Data
 
Basic per share amounts are computed by dividing net income (loss), after considering current period dividends on the Company's preferred stock, by the average number of common shares.  The average number of common shares outstanding for the three and nine months ended September 30, 2011 and 2010 was 5,317,758.

 
6

 

 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
 
Diluted per share amounts are computed by dividing net income (loss) by the average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and collateralized convertible debentures into shares of common stock.  For the three and nine months ended September 30, 2011 and 2010, the assumed conversion of all cumulative 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, 2011 and 2010.
 
   
Three Months Ended
   
Nine Months Ended
 
                         
   
September 30,
 2011
   
September 30,
2010
   
September 30,
2011
   
September 30,
2010
 
                                 
Net Loss
  $ (1,397,000 )   $ (1,249,000 )   $ (4,055,000 )   $ (3,648,000 )
                                 
Preferred Dividends
    (160,000 )     (160,000 )     (480,000 )     (480,000 )
                                 
Loss Available to Common Shareholders
  $ (1,557,000 )   $ (1,409,000 )   $ (4,535,000 )   $ (4,128,000 )
                                 
Weighted Average Number Of Common Shares Outstanding
    5,317,758       5,317,758       5,317,758       5,317,758  
                                 
Basic and Diluted Loss Per Share
  $ (.29 )   $ (.26 )   $ (.85 )   $ (.78 )
 
(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, 2011 and September 30, 2010.
 
 (4)         Restricted Cash
 
Restricted cash includes restricted proceeds held by the primary lender as collateral for debt repayment.
 

 
7

 

PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
(5)  
Receivables
Net receivables consisted of:
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
 Notes receivable – related party
  $ 638     $ 704  
 Interest receivable – related party
    1       1  
    $ 639     $ 705  
 
(6)
Land and Improvements
Land and improvement inventories consisted of:
   
September 30
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
             
 Unimproved land
  $ 625     $ 625  
 Fully improved land
    14       14  
    $ 639     $ 639  
 
 
(7)
Other Assets
Other assets consisted of:
           
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
             
 Deposit with Trustee of 6-1/2% debentures
  $ 184     $ 184  
 Other
     13       5  
    $ 197     $ 189  

 
8

 

 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
(8)
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of:
   
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
             
 Accounts payable
  $ 9     $ 12  
 Accrued audit & professional
    34       36  
 Accrued consulting fees
    2       2  
 Environmental remediation obligations
    70       70  
 Accrued miscellaneous
    1       1  
    $ 116     $ 121  
 Accrued real estate taxes consisted of:
               
 Current real estate taxes
  $ 6     $ 9  
 
 
 (9)
Primary Lender Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable
Credit agreements with the Company’s primary lender and notes payable consisted of the following:
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
 Credit agreements – primary lender:
           
balance is past due, bearing interest
           
at prime plus 5%
  $ 500     $ 500  
 Notes payable - $1,176,000
               
bearing interest at prime plus 2%,
               
the remainder non-interest bearing,
               
all past due
    1,198       1,198  
      1,698       1,698  
                 
 Subordinated debentures payable:
               
                 
At 6-1/2% interest; due June 1, 1991
    1,034       1,034  
At 6% interest; due May 1, 1992
    8,025       8,025  
      9,059       9,059  
                 
 Collateralized convertible debentures payable:
               
                 
At 14% interest; due July 8, 1997,
               
convertible into shares of common stock
    1,500        1,500  
at $1.72 per share
  $ 12,257     $ 12,257  

 
9

 

 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
 
 
(10)        Income Taxes
 
At December 31, 2010, the Company had an operating loss carryforward of approximately $41,809,000 available to reduce future taxable income.  These operating losses expire at various dates through 2030.
 
The following summarizes the temporary differences of the Company at September 30, 2011 and December 31, 2010 at the current statutory rate:
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
($ in thousands)
 
 Deferred tax asset:
           
Net operating loss carryforward
  $ 17,428     $ 15,887  
Adjustments to reduce land to net realizable value
    12        12  
Expenses capitalized under IRC 263(a)
    56       56  
Environmental liability
    27       27  
 Valuation allowance
    (17,351 )     (15,810 )
      172       172  
                 
 Deferred tax liability:
               
Basis difference of land and improvement inventories
    172       172  
 Net deferred tax asset
  $ -     $ -  
 
(11)        Fair Value of Financial Instruments
 
The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at September 30, 2011 and December 31, 2010 because of the short maturity of those instruments.  It was not practicable to estimate the fair value of the Company’s debt with its primary lender, its 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.

 
10

 

PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Preliminary Note
 
The Company’s most valuable remaining asset is a parcel of 366 acres located in Hernando County, Florida.  As of September 30, 2011, the Company also owned 6 single family lots, located in Citrus County, Florida.  In addition, the Company owns some minor parcels of real estate in Charlotte County, and Citrus County, Florida, which totals approximately 60 acres, but these have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
 
The 366 acre parcel in Hernando County is difficult to value because of uncertainty related to the possible extension of the Suncoast Expressway, which terminates on the south side of Route 98 opposite this property.  Planning continues for the proposed northward continuation of the Suncoast Expressway, and based on an endorsement in 2007 by the Citrus County Commission to re-adopt a project that was originally approved in 1998, the route that is presently believed to be the most probable is through the middle of this parcel of property.  However, until and unless the uncertainty regarding the future expansion of the Suncoast Expressway and the related prospect of an eminent domain taking of a significant portion of the parcel is resolved, planning with respect to this property is difficult.
 
Results of Operations
 
Revenues for the three months ended September 30, 2011 decreased by $1,000 to $10,000 from $11,000 for the comparable 2010 period as a result of decreased interest income of $1,000 in the current year.  Expenses for the three months ended September 30, 2011 increased by $147,000 when compared to the same period in 2010 primarily resulting from an increase in interest expense of $143,000 due to interest accruing on past due balances and an increase in general and administrative expense of $3,000.  As a result, a net loss of $1,397,000 was incurred for the three months ended September 30, 2011 compared to a net loss of $1,249,000 for the comparable period in 2010.
 
Revenues for the first nine months of 2011 increased by $12,000 to $47,000 from $35,000 for the comparable 2010 period primarily as a result of real estate revenue of $16,000 from the sale of a single family lot in the first quarter of the current year.  In addition, there was a $3,000 decrease in interest income due to a lower short-term note receivable balance with Love Investment Company (“LIC”), an affiliate of L-PGI, the Company’s primary preferred stock shareholder.  Expenses for the nine month period ended September 30, 2011 increased by $419,000 when compared to the same period in 2010 primarily resulting from an increase in interest expense of $415,000 due to interest accruing on past due balances and an increase in general administrative expense of $4,000.  As a result, a net loss of $4,055,000 was incurred for the first nine months of 2011 compared to a net loss of $3,648,000 for the first nine months of 2010.  After consideration of cumulative preferred dividends in arrears, totaling $480,000 for each of the nine months ended September 30, 2011 and 2010 (based on $160,000 for each three month period therein), a net loss per share of $(.85) and $(.78) was reported for the nine month periods ended September 30, 2011 and 2010, respectively.  The total cumulative preferred dividends in arrears through September 30, 2011 is $10,515,000.
 
In the first quarter of 2011, the Company completed the sale of a single family lot at the price of $16,000.  This lot was carried on the Company’s books at a minimal value.  There were no sales of real estate in 2010.
 
 
11

 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Interest expense during the three month and nine month periods ended September 30, 2011 increased by $143,000 and $415,000, respectively, when compared to the same periods during 2010.  This increase is a result of interest accruing on past due balances under the various credit agreements, notes payable and debentures, which increased at various intervals during the year for accrued but unpaid interest.
 
As of September 30, 2011, the Company remained in default of its primary lender indebtedness of $500,000 with PGIP, LLC (“PGIP”), an entity related to L-PGI, as well as under its subordinated and convertible debentures and notes payable.  PGIP holds restricted funds of the Company pursuant to an escrow agreement whereby funds may be disbursed (i) as requested by the Company and agreed to by PGIP, (ii) as deemed necessary and appropriate by PGIP, to protect PGIP's interest in the Retained Acreage (as hereinafter defined), including PGIP's right to receive principal and interest under the note agreement securing the remaining indebtedness, or (iii) to PGIP to pay any other obligations owed to PGIP by the Company.  The restricted escrow funds held by PGIP were $5,000 at September 30, 2011 and December 31, 2010.  The Company did not utilize any of the restricted escrow funds during the nine months ended September 30, 2011 or 2010.  The primary parcel of real estate owned by the Company, totaling 366 acres and located in Hernando County, Florida (the "Retained Acreage"), remains subject to the primary lender indebtedness.
 
Cash Flow Analysis
 
During the nine month period ended September 30, 2011, the Company’s net cash used in operating activities was $66,000 compared to $51,000 for the comparable 2010 period.  Net cash provided from investing activities during the nine months ended September 30, 2011 and 2010 consisted of $66,000 and $52,000, respectively, in note receivable proceeds received from LIC.  The Company receives proceeds from its notes receivable from LIC as needed to fund its operating activities.
 
Analysis of Financial Condition
 
Total assets decreased by $58,000 at September 30, 2011 compared to total assets at December 31, 2010, reflecting the following changes:
 
     
September 30,
2011
     
December 31,
2010
     
Increase
(Decrease)
 
     
($ in thousands)
 
Cash
  $ 1     $ 1     $ -  
Restricted cash
    5       5       -  
Receivables
    639       705       (66 )
Land and improvement inventories
    639       639       -  
Other assets
    197       189       8  
    $ 1,481     $ 1,539     $ (58 )
 
During the nine month period ended September 30, 2011, the amount of receivables decreased by $66,000 due to the Company’s receipt of principal and interest payments from LIC under the note receivable from LIC, and the amount of other assets increased by $8,000 due to prepaid insurance and deferred expenses relating to services for the XBRL filing requirements with the SEC.

 
12

 

PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Liabilities were approximately $63.5 million at September 30, 2011 compared to approximately $59.5 million at December 31, 2010, reflecting the following changes:
 
 
     
September 30,
2011
     
December 31,
2010
     
Increase
(Decrease)
 
     
($ in thousands)
 
Accounts payable & accrued expenses
  $ 116     $ 121     $ (5 )
Accrued real estate taxes
    6       9       (3 )
Accrued interest
    51,139       47,134       4,005  
Credit agreements – primary lender
    500       500       -  
Notes payable
    1,198       1,198       -  
Subordinated convertible
                       
  debentures payable
    9,059       9,059       -  
Convertible debentures payable
    1,500       1,500       -  
    $ 63,518     $ 59,521     $ 3,997  
 
During the nine month period ended September 30, 2011, the amount of accounts payable and accrued expenses including accrued real estate taxes decreased by $8,000 due to timing differences and the payment of certain accrued expenses. Accrued interest increased by $4.005 million due to the amount of interest expense for such period.
 
The Company remains totally dependent upon the sale of its various properties to fund its operations and debt service requirements.  The Company also receives principal repayment and interest proceeds from its note receivable due from LIC on an as needed basis to fund its operating activities.
 
The Company remains in default on the entire principal amount plus interest (including certain sinking fund and interest payments with respect to its subordinated debentures) of its subordinated and convertible debentures and notes payable, as well as its primary lender indebtedness with PGIP.  The principal and accrued interest amounts due are as indicated in the following table:
 
   
September 30, 2011
 
   
Principal
   
Accrued
 
   
Amount Due
   
Interest
 
   
($ in thousands)
 
Subordinated convertible debentures:
           
At 6 ½%, due June 1, 1991
  $ 1,034     $ 1,524  
At 6%, due May 1, 1992
    8,025       16,789  
    $ 9,059     $ 18,313  
                 
Collateralized convertible debentures:
               
At 14%, due July 8, 1997
  $ 1,500     $ 29,735  
                 
Notes Payable:
               
At prime plus 2%
  $ 1,176     $ 2,819  
Non-interest bearing
    22       -  
    $ 1,198     $ 2,819  

 
13

 

 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Primary Lender:
  $ 500     $ 272  
 
The Company does not have sufficient funds available to satisfy either principal or interest obligations on the above indebtedness, debentures and notes payable.
 
The Company’s independent registered public accounting firm included an explanatory paragraph regarding the Company’s ability to continue as a going concern in their opinion on the Company’s consolidated financial statements for the year ended December 31, 2010.
 
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 or convertible debentures (notwithstanding the Company’s belief that at least a portion of such actions might be barred under applicable statute of limitations); continued failure by governmental authorities to make a decision with respect to the Suncoast Expressway as described under Item 2; 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, 2011.  There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
14

 


PGI INCORPORATED AND SUBSIDIARIES
 
OTHER INFORMATION
   
Legal Proceedings
   
 
The Company, to its knowledge, currently is not a party to any material legal proceedings.
   
Risk Factors
   
 
Not applicable.
   
Unregistered Sales of Equity Securities and Use of Proceeds
   
 
Not applicable.
   
Defaults Upon Senior Securities
   
 
See discussion in Item 2 of Part 1 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.
   
[Removed and Reserved]
   
Other Information
   
 
Not applicable.
   
Exhibits
   
 
Reference is made to the Exhibit Index hereof for a list of exhibits filed or furnished under this Item.



 
15

 

PGI INCORPORATED AND SUBSIDIARIES
 
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 14, 2011
/s/ Laurence A. Schiffer                    
 
Laurence A. Schiffer
 
President
 
(Duly Authorized Officer, Principal
Executive Officer and Principal
Financial Officer)
 

 
16

 

PGI INCORPORATED AND SUBSIDIARIES
 
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.
   
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.
 
 
17