Blueprint
 

 FORM 10- Q
 U.S SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018
 
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
 
59-0867335
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)
 
212 SOUTH CENTRAL, SUITE 304, 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  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  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of August 20, 2018, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.
 

 
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Form 10 – Q
For the Quarter Ended June 30, 2018
 
Table of Contents
 
 
 
Form 10 - Q
  Page No.
PART I
FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 

Condensed Consolidated Statements of Financial Position June 30, 2018 (Unaudited) and December 31, 2017
  3
 
Condensed Consolidated Statements of Operations (Unaudited) Three and Six Months Ended June 30, 2018 and 2017
  4
 
Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2018 and 2017
  5
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
  6
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
  13
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  19
Item 4.
Controls and Procedures
  19
PART II
OTHER INFORMATION
 
Item 1.
Legal Proceedings
    
Item 1A.
Risk Factors
20
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 20
Item 3.
Defaults Upon Senior Securities
  20
Item 4.
Mine Safety Disclosures
  20
Item 5.
Other Information
  20
Item 6.
Exhibits
  20
SIGNATURE  
  21
 
 
EXHIBIT INDEX  
  22
 
 
 
2
 
 
PART I  FINANCIAL INFORMATION
Item 1. Financial Statements
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 
 
($ in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
Cash
 $629 
 $159 
Receivables-related party
  - 
  573 
Receivable
  5 
  - 
Land inventory
  14 
  14 
Restricted sinking fund
  27 
  41 
Other assets
  1 
  1 
 
 $676 
 $788 
LIABILITIES
    
    
Accounts payable and accrued expenses
 $198 
 $209 
Accrued real estate taxes
  2 
  4 
Accrued interest:
    
    
Subordinated convertible debentures payable
  25,384 
  25,032 
Convertible debentures payable-related party
  52,915 
  52,915 
Notes payable
  3,257 
  3,218 
Credit agreements:
    
    
Notes payable
  1,198 
  1,198 
Subordinated convertible debentures payable
  8,315 
  8,472 
 
  91,269 
  91,048 
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 plus unpaid cumulative dividends of $14,835)
  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
  (106,623)
  (106,290)
 
  (90,593)
  (90,260)
 
 $676 
 $788 
 
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
 
 
2
 
 
Part I  Financial Information (Continued)
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
($ in thousands, except per share data)
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 $1 
 $- 
 $2 
 $1 
Interest income-related party
  - 
  1 
  4 
  1 
 
  1 
  1 
  6 
  2 
COSTS AND EXPENSES
    
    
    
    
Interest
  347 
  339 
  692 
  675 
Forgiveness of debt
    
    
    
    
and interest
  (111)
  - 
  (443)
  - 
Taxes and assessments
  2 
  1 
  3 
  2 
Consulting and accounting-
    
    
    
    
related party
  9 
  9 
  18 
  19 
Legal and professional
  24 
  4 
  28 
  25 
General and administrative
  20 
  21 
  41 
  46 
 
  291 
  374 
  339 
  767 
Net Income (Loss)
  (290)
  (373)
  (333)
  (765)
before income taxes
    
    
    
    
Income tax expense
  - 
  - 
  - 
  (57)
NET INCOME (LOSS)
 $(290)
 $(373)
 $(333)
 $(822)
 
    
    
    
    
NET LOSS PER SHARE(*)
    
    
    
    
AVAILABLE TO COMMON
    
    
    
    
STOCKHOLDERS-Basic and diluted
 $(0.08)
 $(0.10)
 $(0.12)
 $(0.21)
 
    
    
    
    
 
*Considers the effect of dividends on preferred stock for the three and six months ended June 30, 2018 and 2017. 
 
 
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
 
 
3
 
 
Part I  Financial Information (Continued)
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
($ in thousands)
 
 
(Unaudited)
 
 
 
Six Months Ended
 
 
 
June 30,
 
 
June 30,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Net cash used in operating activities
 $(90)
 $(213)
Cash Flows from investing activities:
    
    
Investment in notes receivable-related party
  - 
  (500)
Payments received on notes receivable-related party
  560 
  - 
Net cash provided by (used in) investing activities
  560 
  (500)
 
    
    
Net change in cash
  470 
  (713)
 
    
    
Cash at beginning of period
  159 
  958 
 
    
    
Cash at end of period
 $629 
 $245 
 
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
 
 
4
 
 
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 (“PGI”) 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, 2017.
 
The Company was founded in 1958, and up until the mid 1990’s was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 25 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate.
 
The Company’s major efforts and activities have been, and continue to be, to sell assets of the Company, to repay its indebtedness, and to pay the ordinary on-going costs of operation of the Company. The potential values of the land parcels held for sale have been difficult to assess. While the Company will seek to realize full market value for each remaining asset, the amounts realized may be at substantial variance from its present financial statement carrying value. Certain of these assets 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 defacto liquidation of such property by subjecting such property to a tax sale. In management’s judgement, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness and there will be no recoveries by the shareholders. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
 
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 2017 filed with the Securities and Exchange Commission.
 
The condensed consolidated statement of financial position of the Company as of December 31, 2017 has been derived from the audited consolidated statement of financial position as of that date.
 
 
5
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
The Company remains in default under the indentures governing its unsecured subordinated debentures. (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, 2017, 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 three and six months ended June 30, 2018 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2018 or any other interim period.
 
Restatement of Previously Issued Financial Statements
 
During the second quarter of 2018, the Company received information from the Trustee of the 6.5% subordinated convertible debentures for the six month period ending June 30, 2018 that included activity for the three month period ending March 31, 2018 which had not been previously provided. Accordingly, the financial statements for March 31, 2018 and for the three months ended as previously issued require restatement. Below is a summary of the adjustments/restatement as of March 31, 2018 and for the three months ended March 31, 2018.
 
 
 
  March 31, 2018
 
 
 
As Reported
 
 
Adjustment
 
 
As Restated
 
 
 
  ($ in thousands)
 
ASSETS
 
 
 
 
 
 
 
 
 
Restricted sinking fund
 $41 
 $(11)
 $30 
Total assets
  739 
  (11)
  728 
 
    
    
    
LIABILITIES
    
    
    
Accrued interest
    
    
    
Subordinated convertible debentures payable
  25,358 
  (225)
  25,133 
 
    
    
    
Credit agreements
    
    
    
Subordinated convertible debentures payable
  8,472 
  (118)
  8,354 
 
    
    
    
Total liabilities
  91,374 
  (343)
  91,031 
 
    
    
    
STOCKHOLDERS' DEFICIENCY
    
    
    
Accumulated Deficit
  (106,665)
  (332)
  (106,997)
 
    
    
    
Total stockholders' deficiency
  (90,635)
  (332)
  (90,967)
 
    
    
    
Total liabilities and stockholders' deficiency
  739 
  (11)
  728 
 
 
 
6
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
 
 
  Three months ended March 31, 2018
 
 
 
As Reported
 
 
Adjustment
 
 
As Restated
 
 
 
  ($ in thousands, except per share data)
 
COSTS AND EXPENSES
 
 
 
 
 
 
 
 
 
Forgiveness of debt and interest
  - 
  332 
  332 
Total Costs and Expenses
  380 
  (332)
  48 
Net Loss before income taxes
  (375)
  332 
  (43)
NET LOSS
  (375)
  332 
  (43)
 
    
   
 
    
Loss Available to Common Shareholders
  (535)
  332
 
  (203)
NET LOSS PER SHARE(*)
    
    
    
AVAILABLE TO COMMON
    
    
    
STOCKHOLDERS-Basic and diluted
 $(0.10)
 $0.06 
 $(0.04)
 
    
    
    
 
*Considers the effect of dividends on preferred stock for the three months ended
 
    
    
March 31, 2018.
    
    
    
 
During the three month period ended March 31, 2018, $11,000 of the debenture reserve funds were utilized in escheatment to states of respective debenture holders with $115,000 in face amount of debentures were effectively surrendered with escheatment of respective funds to the states of debenture holders. In addition, debentures with a face amount of $3,000 were surrendered by debenture holders. Accordingly, the Company has recognized $107,000 in forgiveness of debt during the three months ended March 31, 2018. In addition, accrued interest of $225,000 on such debentures that are considered surrendered was recorded as forgiveness of interest expense during the three months ended March 31, 2018.
 
(2)
Per Share Data
 
Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company's preferred stock, by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for the three and six months ended June 30, 2018 and 2017 was 5,317,758.
 
Diluted per share amounts are computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and outstanding convertible debentures, if dilutive, into shares of common stock. For the three and six months ended June 30, 2018 and 2017 , the assumed conversion of all outstanding convertible preferred stock and collateralized convertible debentures would have been anti-dilutive.
 
 
7
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
The following is a summary of the calculations used in computing basic and diluted income (loss) per share for the three and six months ended June 30, 2018 and 2017.
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
($ in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss)
 $(290)
 $(373)
 $(333)
 $(822)
 
    
    
    
    
Preferred dividends
  (160)
  (160)
  (320)
  (320)
 
    
    
    
    
Loss Available to
 $(450)
 $(533)
 $(653)
 $(1,142)
Common shareholders
    
    
    
    
 
    
    
    
    
Basic and Diluted
    
    
    
    
Weighted Average Number
    
    
    
    
Of Common Shares
    
    
    
    
Outstanding
  5,317,758 
  5,317,758 
  5,317,758 
  5,317,758 
 
    
    
    
    
Basic and Diluted Loss
    
    
    
    
Per Common Share
 $(0.08)
 $(0.10)
 $(0.12)
 $(0.21)
 
 
8
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
(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 six month periods ended June 30, 2018 and 2017.
 
(4)
Receivables
 
Receivables consisted of:
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
($ in thousands)
 
Legal receivable
 $5 
 $- 
Note receivable-related party
  - 
  560 
Interest receivable-related party
  - 
  13 
 
 $5 
 $573 
 
(5)
Land Inventory
 
Land inventory consisted of
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
($ in thousands)
 
Fully improved land
 $14 
 $14 
 
 
9
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
(6)
Accounts Payable and Accrued Expenses
 
Accounts payable and accrued expenses consisted of:
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
($ in thousands)
 
Accounts payable
 $11 
 $15 
Accrued audit & professional
  36 
  47 
Accrued consulting fees-related party
  1 
  1 
Accrued debenture fees
  149 
  145 
Accrued miscellaneous
  1 
  1 
 
 $198 
 $209 
 
    
    
Accrued real estate taxes consisted of:
    
    
Current real estate taxes
 $2 
 $4 
 
 
(7)
Credit Agreements: Notes Payable and Subordinated Convertible Debentures Payable
 
Credit agreements consisted of the following:
 
 
 
June 30,
 
 
December 31,
 
 
 
 
2018
 
 
2017
 
 
 
 
($ in thousands)
 
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past due
 $1,198 
 $1,198 
 
    
    
Subordinated convertible debentures payable:
 
    
    
At 6.5% interest; due June 1991
  290 
  447 
At 6% interest; due May 1992
  8,025 
  8,025 
 
  8,315 
  8,472 
 
 $9,513 
 $9,670 
 
The Trustee of the 6.5% subordinated convertible debentures, which matured in June 1991, with an original face amount of $1,034,000, provided notice of final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintains a debenture reserve fund with a balance of $27,000 and $41,000 as of June 30, 2018 and December 31, 2017, respectively, available for final distribution of $92 per $1,000 in face amount to holders of such debentures who surrender their respective debenture certificates.
 
 
10
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
The 6.5% Subordinated convertible debenture balances for the six months ended June 30, 3018 and year ended December 31, 2017 are as follows:
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
($ in thousands)
 
 
 
 
 
 
 
 
Outstanding debenture principal balance
 $290 
 $447 
Face value of debentures surrendered
  22 
  - 
Face value of debentures escheated
  135 
  - 
Accrued and unpaid interest balance
  558 
  846 
Debenture reserve account balance
  27 
  41 
Debenture reserve funds utilized
    
    
  in payment of final distribution
  2 
  - 
Debenture reserve funds utilized
    
    
  in escheatment to states of debenture holders
  12 
  - 
Forgiveness of debt
  143 
  - 
Forgiveness of interest
  300 
  - 
 
During the six month period ended June 30, 2018, $14,000 of the debenture reserve funds were utilized with $2,000 disbursed in final distribution to debenture holders and $12,000 disbursed in escheatment to states of respective debenture holders as debentures with a face amount of $22,000 were surrendered by debenture holders and $135,000 in face amount of debentures were effectively surrendered with the escheatment of respective funds to the states of debenture holders. Accordingly, the Company has recognized $143,000 in forgiveness of debt during the six months ended June 30, 2018. In addition, accrued interest of $300,000 on such debentures that are considered surrendered was recorded as forgiveness of interest expense during the six months ended June 30, 2018. There were no debentures surrendered or escheated in 2017.
 
As of June 30, 2018, the outstanding principal balance on such 6.5% subordinated convertible debentures that were not surrendered by the respective holders, or escheated by the Trustee to the states of residence of the respective holders, equals $290,000 plus accrued and unpaid interest of $558,000. The outstanding principal balance on such respective debentures as of December 31, 2017 was $447,000 plus accrued and unpaid interest of $846,000.
 
If and when such remaining debentures are surrendered to the Trustee, or escheated to the states of residence of the respective debenture holders, the applicable portion of such principal and accrued interest will be recorded as debt and accrued interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% subordinated convertible debentures would be barred under the applicable statutes of limitations.
 
11
 
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
 
(9)
Income Taxes
 
Income tax expense of $57,000 was recognized during the six month period ended June 30, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate. At December 31, 2017, the Company had an operating loss carryforward of approximately $67,793,000 available to reduce future taxable income. These operating losses expire at various dates through 2036.
 
The following summarizes the temporary differences of the Company at June 30, 2018 and December 31, 2017 at the statutory rate:       
 
 
 
June 30,
 
 
December 31,
 
 
 
2018
 
 
2017
 
 
 
($ in thousands)
 
Deferred tax asset
 
 
 
 
 
 
Net operating loss carryforward
 $17,031 
 $16,948 
Expenses capitalized under IRC 263(a)
  37 
  37 
Tax credits (AMT)
  57 
  57 
Valuation allowance
  (17,125)
  (17,042)
Total deferred tax asset
  - 
  - 
 
(10)
Fair Value of Financial Instruments
 
The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at June 30, 2018 and December 31, 2017 because of the short maturity of those instruments. It was not practicable to estimate the fair value of the Company’s 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.
 
 
12
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
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 Citrus County Florida, which are owned through its wholly-owned subsidiary, Sugarmill Woods, Inc. (“Sugarmill Woods”). In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly-owned subsidiary of the Company, owns 12 parcels of real estate in Charlotte County, Florida, which total approximates 60 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
 
The Trustee of the 6.5% subordinated convertible debentures, which matured in June, 1991, with an original face amount of $1,034,000, provided notice of final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintains a debenture reserve fund with a balance of $27,000 and $41,000 as of June 30, 2018 and December 31, 2017, respectively, available for final distribution of $92 per $1,000 in face amount to holders of such debentures who surrender their respective debenture certificates.
 
During the six month period ended June 30, 2018, $14,000 of the debenture reserve funds were utilized with $2,000 disbursed in final distribution to debenture holders and $12,000 disbursed in escheatment to states of respective debenture holders as debentures with a face amount of $22,000 were surrendered by debenture holders and $135,000 in face amount of debentures were effectively surrendered with the escheatment of respective funds to the states of debenture holders. Accordingly, the Company has recognized $143,000 in forgiveness of debt during the six months ended June 30, 2018. In addition, accrued interest of $300,000 on such debentures that are considered surrendered was recorded as forgiveness of interest expense during the six months ended June 30, 2018. There were no debentures surrendered or escheated in 2017.
 
As of June 30, 2018, the outstanding principal balance on such 6.5% subordinated convertible debentures that were not surrendered by the respective holders, or escheated by the Trustee to the states of residence of the respective holders, equals $290,000 plus accrued and unpaid interest of $558,000. If and when such remaining debentures are surrendered to the Trustee, or escheated to the states of residence of the respective debenture holders, the applicable portion of such principal and accrued interest will be recorded as debt and accrued interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% subordinated convertible debentures would be barred under the applicable statutes of limitations.
 
As of June 30, 2018, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the accrued interest with respect to its collateralized convertible debentures.
 
Results of Operations
 
Revenue of $1,000 was realized for each of the three month periods ended June 30, 2018 and 2017. Interest income of $1,000 for the three month period ended June 30, 2018 represents interest earned on the Company’s money market account. Interest income of $1,000 for the three month period ended June 30, 2017 represents related party interest on the short-term note receivable with Love Investment Company (“LIC”), the Company’s primary preferred stock shareholder.
 
 
 
13
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Expenses for the three month period ended June 30, 2018 decreased by $83,000 when compared to the same period in 2017 primarily due to recognition of $111,000 in forgiveness of debt and interest attributed to the 6.5% subordinated debentures which matured in June 1991, for which the final distribution of $92 per $1,000 in face amount was paid relating to debentures surrendered in face amount of $19,000 and $20,000 in face amount of debentures effectively surrendered with escheatment of the final distribution to the respective states of such debenture holders. Accrued interest in the amount of $75,000 on such surrendered or escheated debentures was recorded as forgiveness of interest expense during the three months ended June 30, 2018, and the principal amount of $39,000 was recognized as forgiveness of debt in such period. Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $8,000 during the three month period ended June 30, 2018 compared to the same period in 2017, primarily as a result of interest compounding on past due balances.
 
Legal and professional expenses increased by $20,000 during the three months ended June 30, 2018 when compared to the same period in 2017. Legal expenses increased by $12,000 during the three months ended June 30, 2018 compared to the same period in 2017 primarily as a result of legal expenses incurred in connection with reviewing and editing the Company’s Form 10K. Professional expenses increased by $8,000 when compared to the same period in 2017 as a result of expenses incurred on a parcel in Citrus County for which a report to the Florida Department of Environmental Protection (“FDEP”) has been filed to request satisfaction of environmental remediation efforts.
 
Taxes and assessments expense increased by $1,000 during the three months ended June 30, 2018 when compared to the same period in 2017. General and administrative expenses during the three month period ended June 30, 2018 decreased by $1,000 when compared to the same period in 2017 primarily as a result of decreased fees relating to the filing of the Company’s periodic reports.
 
The company incurred a net loss of $290,000 for the three months ended June 30, 2018 compared to net loss of $373,000 for the three months ended June 30, 2017. After deducting preferred dividends, totaling $160,000 for the three month periods ended June 30, 2018 and 2017, with respect to the Class A Preferred Stock, a net loss per share of $(.08) and $(.10) was incurred for the three month periods ended June 30, 2018 and 2017, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through June 30, 2018 is $14,835,000.
 
Revenues for the six months ended June 30, 2018 increased by $4,000 when compared to the same period in 2017. Interest income earned on the Company’s money market account increased by $1,000 during the six months ended June 30, 2018 compared to the same period in 2017. Related party interest income increased by $3,000 during the six months ended June 30, 2018 to $4,000 from $1,000 for the comparable period in 2017. The related party interest income is the result of the Company’s investment in a $560,000 short term note with LIC, the Company’s primary preferred stock shareholder.
 
 
14
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Expenses, including income tax expenses, for the six months ended June 30, 2018 decreased by $485,000 when compared to the same period in 2017 primarily due to the $443,000 in forgiveness of debt and interest attributed to the 6.5% subordinated debentures which matured in June 1991, for which the final distribution of $92 per $1,000 in face amount was paid relating to debentures surrendered in face amount of $22,000 and $135,000 in face amount of debentures effectively surrendered with escheatment of final distribution to the respective states of such debenture holders. Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $17,000 during the six month period ended June 30, 2018 compared to the same period in 2017, primarily as a result of interest compounding on past due balances.
 
Legal and professional expenses during the six month period ended June 30, 2018 increased by $3,000 when compared to the same period in 2017. Legal expenses increased by $10,000 during the six months ended June 30, 2018 compared to the same period in 2017 primarily as a result of legal expenses incurred in connection with reviewing and editing the Company’s Form 10K. Professional expenses decreased by $7,000 when compared to the same period in 2017 as a result expenses incurred during the period ended June 30, 2017 on a parcel in Citrus County requiring additional environmental remediation.
 
Taxes and assessments expense increased by $1,000 during the six month period ended June 30, 2018 when compared to the same period in 2017. Consulting and accounting-related party expenses decreased by $1,000 during the six month period ended June 30, 2018 when compared to the same period in 2017. A quarterly consulting fee is paid to Love Real Estate Company (“LREC”), an affiliate of LIC, of one-tenth of one percent of the carrying value of the Company’s assets which have decreased since the same period in 2017.
 
General and administrative expenses during the six month period ended June 30, 2018 decreased by $5,000 when compared to the same period in 2017 primarily as a result of decreased fees related to the filing of the Company’s periodic reports.
 
Income tax expense of $57,000 was recognized during the six month period ended June 30, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate.
 
The Company incurred a net loss of $333,000 during the six month period ended June 30, 2018 compared to a net loss of $822,000 for the comparable period in 2017. After deducting preferred dividends, totaling $320,000 for the six month periods ended June 30, 2018 and 2017, with respect to the Class A Preferred Stock, net loss per share of $(.12) and $(.21) was incurred for the six month periods ended June 30, 2018 and 2017, respectively.
 
 
15
 
 
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 June 30, 2018, the Company’s net cash used in operating activities was $90,000 compared to $213,000 for the comparable period in 2017. Cash provided by investing activities during the six month period ended June 30, 2018 consisted of note receivable proceeds received from LIC. There were no investing activities during the six months ended June 30, 2018.
 
Analysis of Financial Condition
 
Total assets decreased by $112,000 at June 30, 2018 compared to total assets at December 31, 2017, reflecting the following changes:
 
 
 
June 30,
 
 
December 31,
 
 
Increase
 
 
 
2018
 
 
2017
 
 
(Decrease)
 
 
 
 
 
 
($ in thousands)
 
 
 
 
Cash
 $629 
 $159 
 $470 
Receivables-related party
  - 
  573 
  (573)
Receivable
  5 
  - 
  5 
Land inventory
  14 
  14 
  - 
Restricted sinking fund
  27 
  41 
  (14)
Other assets
  1 
  1 
  - 
 
 $676 
 $788 
 $(112)
 
During the six month period ended June 30, 2018, cash increased by $470,000 and receivables-related party decreased by $573,000 compared to December 31, 2017, primarily as a result of the note receivable proceeds received from LIC on March 7, 2018.
 
The Company paid a legal retainer of $5,000 during the six months ended June 30, 2018 which is expected to be refunded.
 
During the six month period ended June 30, 2018, $14,000 of the 6.5% subordinated convertible debenture restricted sinking funds were utilized with $2,000 disbursed in final distribution to debenture holders and $12,000 disbursed in escheatment to states of respective debenture holders. There were no surrendered or escheated 6.5% subordinated convertible debentures for the year ended December 31, 2017.
 
 
16
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
 
Liabilities were approximately $91,269,000 at June 30, 2018 compared to approximately $91,048,000 at December 31, 2017, reflecting the following changes which resulted in an increase of $221,000 of liabilities:
 
 
 
June 30,
 
 
December 31,
 
 
Increase
 
 
 
2018
 
 
2017
 
 
(Decrease)
 
 
 
 
 
 
($ in thousands)
 
 
 
 
Accounts payable and accrued expenses
 $198 
 $209 
 $(11)
Accrued real estate taxes
  2 
  4 
  (2)
Accrued interest
  81,556 
  81,165 
  391 
Credit agreements:
    
    
  - 
Notes payable
  1,198 
  1,198 
  - 
Subordinated convertible
    
    
    
  debentures payable
  8,315 
  8,472 
  (157)
 
    
    
    
 
 $91,269 
 $91,048 
 $221 
 
During the six month period ended June 30, 2018, the amount of accounts payable and accrued expenses decreased by $11,000 primarily as a result of timing differences. Accrued real estate taxes decreased by $2,000 during the six month period ended June 30, 2018 due to the payment of previously accrued taxes. Accrued interest during the six month period ended June 30, 2018 increased by $391,000 as a result of $691,000 of interest expense for such period which was offset by accrued interest in the amount of $300,000 on the 6.5% subordinated convertible debentures that have been surrendered by debenture holders or effectively surrendered by escheatment of the respective debenture reserve funds and recorded as forgiveness of interest expense. During the six month period ended June 30, 2018, the Company made no interest or principal payments on its outstanding notes payable and subordinated convertible debentures.
 
The Trustee of the 6.5% subordinated convertible debentures, which matured in June 1991, with an original face amount of $1,034,000, provided notice of a final distribution to holders of such debentures on September 2, 2014. During the six months ended June 30, 2018, 6.5% subordinated with a face amount of $22,000 were surrendered by debenture holders and $135,000 in face amount of debentures were effectively surrendered with the escheatment of respective debenture reserve funds by the Trustee to the states of such debenture holders.
 
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.
 
 
17
 
 
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, 2018 are as indicated in the following table:
 
 
 
June 30, 2018
 
 
 
Principal
 
 
Accrued
 
 
 
Amount Due
 
 
Interest
 
 
 
($ in thousands)
 
 
 
 
 
 
 
 
Subordinated convertible debentures:
 
 
 
 
 
 
At 6.5%, due June 1991
 $290 
 $558 
At 6%, due May 1992
  8,025 
  24,826 
 
 $8,315 
 $25,384 
Collateralized convertible debentures-related party:
    
    
At 14%, due July 8, 1997
 $- 
 $52,915 
 
    
    
Notes payable:
    
    
At prime plus 2%, all past due
 $1,176 
 $3,257 
Non-interest bearing
  22 
  - 
 
 $1,198 
 $3,257 
 
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 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, 2017.
 
 
18
 
 
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 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 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.
 
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 not effective such that information relating to our Company required to be disclosed in our SEC report contained a material weakness in internal control over financial reporting with resources necessary to implement an appropriate level of review controls to properly evaluate the completeness and accuracy of information obtained from outside sources. We plan to take additional steps to ensure completeness and accuracy of information obtained from outside sources. We believe this will greatly decrease any internal control issues we may encounter in the future.
 
 
 
19
 
 
PGI INCORPORATED AND SUBSIDIARIES
 
 
PART II OTHER INFORMATION
 
Item 1. Legal Proceedings
 
The Company, to its knowledge, currently is not a party to any material legal proceedings.
 
Item 1A. Risk Factors
 
Not applicable.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Not applicable.
 
Item 3. Defaults Upon Senior Securities
 
See discussion in Item 2 of Part I 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.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
Not applicable.
 
Item 6. Exhibits
 
Reference is made to the Exhibit Index hereof for a list of exhibits filed or furnished under this
 Item.
 
 
20
 
 
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: August 20, 2018
By:  
/s/ Laurence A. Schiffer
 
 
 
Laurence A. Schiffer 
 
 
 
(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
 
 
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.
 
95.
Inapplicable.
 
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.
 
 
22