Item
The Company, to its knowledge, currently is not a party in any legal proceedings.
Item 4. [Removed and reserved.]Not Applicable
PART II
There is no public trading market for the Company’s common equity securities. There have been no reported transactions in the Company’s common stock, par value $.10 (the “Common Stock”), since January 29, 1991, with the exception of the odd lot tender offer by PGIP, LLC, an affiliate of the Company (“PGIP”), in 2003 described previously in the Company’s annual report on Form 10-KSB for the fiscal year ended December 31, 2004. No dividends have ever been paid on the Common Stock, and payment of dividends on the Common Stock is restricted under the terms of the two indentures pursuant to which the Company’s outstanding subordinated convertible debentures are issued and by the terms of the Company’s preferred stock. As of December 31, 20112012 to the Company’s knowledge, there were 595596 holders of record of the Company’s Common Stock and approximately 445 debenture holders.
Not Applicable
| Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
PRELIMINARY NOTE
Because the liabilities of the Company far exceed the reported value of its assets, the most important information and analysis concerns the nature and probable actions of the major holders of the Company’s debt. Foremost among these are the Company’s 6.5% subordinated convertible debentures, which matured June, 1991, with an original face amount of $1,034,000, and its 6.0% subordinated convertible debentures which matured May, 1992, with an original face amount of $8,025,000.
The cumulative amount due for these two issues is as follows:
| | 12/31/2012 | |
| | Principal Amount Due | | | Unpaid Interest | |
| | ($ in thousands) | |
| | | | | | |
Subordinated debentures due June 1, 1991 | | $ | 1,034 | | | $ | 1,613 | |
Subordinated debentures due May 1, 1992 | | | 8,025 | | | | 18,178 | |
| | $ | 9,059 | | | $ | 19,791 | |
| | 12/31/2011 | |
| | Principal Amount Due | | | Unpaid Interest | |
| | ($ in thousands) | |
| | | | | | |
Subordinated debentures due June 1, 1991 | | $ | 1,034 | | | $ | 1,542 | |
Subordinated debentures due May 1, 1992 | | | 8,025 | | | | 17,063 | |
| | $ | 9,059 | | | $ | 18,605 | |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Both issues have been in payment default for approximately twenty years, and there has been little contact with or on behalf of the bondholders over the past several 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. Further, the Company believes that at least a portion of such claims (especially those with respect to the subordinated convertible
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) |
debentures which matured on June 1, 1991) might be barred under the applicable statutes of limitations.
If such claims are barred, it is possible that the Company would potentially have to record net income in like amount, without the receipt of any cash, and could potentially incur a large tax liability. Any such potential tax liability might be averted and/or mitigated, however, by the utilization of the Company’s tax loss carryforwards, which as of December 31, 20112012 totaled approximately $ 44,478,000.47,445,000.
Even if claims by the subordinated convertible debenture holders are barred in full and there is no cash tax consequence to the Company as a result of the utilization of the tax loss carry forwards, the Company would nonetheless have a substantial Stockholders’ Deficiency. As of December 31, 2011,2012, the Stockholders’ Deficiency of the Company was $63,465,000.$69,711,000.
Similar defenses would not appear to apply to other creditors of the Company, and the credit and debenture agreements with the Company’s primary lender, PGIP, and the initial holder of its secured convertible debentures are secured by mortgages and security interests in certain assets of the Company.
Therefore, the Company’s major effort and activities have been, and continue to be, to liquidate assets of the Company to pay the ordinary on-going costs of operation of the Company, with any surplus expected to be used to reduce the balance due to its primary lender (or to the initial holder of the secured convertible debentures), as required should the asset sale which generates such surplus include the collateral securing such debt.
The Company attempts to realize full market value for each such asset, which may be at substantial variance from its present carrying value. However, the remaining major assets of the Company are both difficult to value and difficult to sell. 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.
Generally, the Company intends to continue to seek the liquidation of its assets and to use the proceeds from such liquidation to fund the normal cost of operations of the Company, with any surplus used to satisfy the requirements of the Company’s secured creditors if the asset liquidated is included in the collateral securing such debt.
ItemITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
RESULTS OF OPERATIONS
Revenues
Revenues for the year ended December 31, 2011 increased2012 decreased by $10,000$27,000 to $56,000$29,000 compared to revenues of $46,000$56,000 for the year ended December 31, 20102011 primarily as a result of no real estate sales revenue in 2012 as compared to $16,000 in real estate revenue of $16,000 generated from the sale of a single family lot in 2011. In addition, there was a $5,000an $11,000 decrease in interest income during 2011.2012. This decrease is a result of a lower balance on the short-term note receivable balance with Love Investment Company (“LIC”), an affiliate of L-PGI, the Company’s primary preferred stock shareholder, duringand the year ended December 31, 2011 ($630,000minimum interest rate under the terms of the note receivable dropped to 5% in 2012 as compared to 6% in 2011. The note receivable balance was $542,200 and 630,300 as of December 31, 2011) compared to the balance of such note receivable during the year ended December 31, 2010 ($704,000 as of December 31, 2010).2012 and 2011, respectively.
There were no real estate sales in 2010. The Company continues to be affected by a depressed real estate market and other factors as previously described under “Item 2. Properties.”
Expenses for the years 2011 and 2010 were:Expenses for the years 2012 and 2011 were: | | | | |
| | 2012 | | | 2011 | |
| | | | | | | | |
Taxes and Assessments | | | 9,000 | | | | 9,000 | |
Consulting and Accounting-related party | | | 39,000 | | | | 40,000 | |
Legal and Professional | | | 9,000 | | | | 9,000 | |
General and Administrative | | | 159,000 | | | | 63,000 | |
| 2011 | 2010 |
| | |
Taxes and Assessments | 9,000 | 11,000 |
Consulting and Accounting | 40,000 | 40,000 |
Legal and Professional | 9,000 | 13,000 |
General and Administrative | 63,000 | 58,000 |
Taxes and assessments decreased by $2,000 in 2011 compared to 2010 primarily due to lower real estate tax bills as a result of the depressed real estate market. Legal and professional expenses decreased by $4,000 in 2011 compared to 2010 primarily due to legal expenses incurred in 2010 related to an eminent domain matter in Charlotte County, Florida which were not incurred in 2011. General and administrative expenses increased by $5,000 in 2011$96,000 during the year ended December 31, 2012, compared to 2010the year ended December 31, 2011, of which approximately $94,000 was primarily due to cumulative annual administration fees for prior years relating to the cost6% subordinated convertible debentures. General and administrative expenses also increased by approximately $2,000 in 2012 compared to 2011 due to the full year of services to complycompliance costs incurred in 2012 in connection with the SEC’s XBRL filing requirements. These filing requirements, withhowever, did not become effective for the SEC.Company until the third quarter of 2011, which resulted in slightly less compliance costs in 2011.
Interest expense for the two years ended December 31, 20112012 and 20102011 was:
| 2010 | 2011 |
| ($ in thousands) |
Interest Expense | $5,417 | $4,854 |
| | 2012 | | | 2011 | |
| | ($ in thousands) | |
| | | | | | | | |
Interest Expense | | $ | 6,059 | | | $ | 5,417 | |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
Interest expense in 20112012 increased by $563,000$642,000 compared to 20102011 as a result of interest accruing on past due balances which increase at various intervals throughout the year for accrued but unpaid interest.
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) |
The net loss was $6,246,000 ($1.29 per share) for 2012 compared to a net loss of $5,483,000 ($1.15 per share) for 2011 compared to a net loss of $4,930,000 ($1.05 per share) for 2010 with such increase being primarily attributable to the increase in interest expense described above. Included in the 20112012 and 20102011 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 $70,000$94,000 at December 31, 20112012 compared to total assets at December 31, 20102011 reflecting the following changes:
| | 2011 | | | 2010 | | | Increase (Decrease) | |
| | | ($ in thousands) | | | | | |
Cash and Cash Equivalents | | $ | 1 | | | $ | 1 | | | $ | - | |
Restricted Cash | | | 5 | | | | 5 | | | | - | |
Receivables | | | 631 | | | | 705 | | | | (74 | ) |
Land and Improvement | | | 639 | | | | 639 | | | | - | |
Other Assets | | | 193 | | | | 189 | | | | 4 | |
| | $ | 1,469 | | | $ | 1,539 | | | $ | (70 | ) |
| | | | | | | | Increase | |
| | 2012 | | | 2011 | | | (Decrease) | |
| | ($ in thousands) | | | | |
| | | | | | | | | | | | |
Cash and Cash Equivalents | | $ | 1 | | | $ | 1 | | | $ | - | |
Restricted Cash | | | 5 | | | | 5 | | | | - | |
Receivables-related party | | | 543 | | | | 631 | | | | (88 | ) |
Land and Improvements | | | 639 | | | | 639 | | | | - | |
Other Assets | | | 187 | | | | 193 | | | | (6 | ) |
| | $ | 1,375 | | | $ | 1,469 | | | $ | (94 | ) |
Net cash used in operations was $74,000$88,000 for the year ended December 31, 20112012 compared to net cash used in operations of $76,000$74,000 for the year ended December 31, 2010.2011. Net cash used in operations consists of cash received from operations less cash expended for operations.
Cash received from operations during 20112012 was $56,000,$29,000, a $6,000 increase$27,000 decrease from cash received during 20102011 of $50,000. Cash$56,000. There were no real estate sales in 2012, however, cash received in 2011 included $16,000 in proceeds from the sale of a single-family lot. In addition, interest payments received from athe Company’s note receivable with LIC decreased in 20112012 by $9,000$11,000 from $29,000 in 2012 compared to $40,000 in 2011 compared to $49,000 in 2010.2011.
Cash expended for operations increaseddecreased by $4,000$13,000 to $117,000 during 2012 from $130,000 duringin 2011, from $126,000 in 2010, reflecting a $1,000 increasedecrease in cost of real estate sales, and a $13,000 increase$1,000 decrease in payments for consulting fees, and an $11,000 decrease in general and administrative while being offset byexpenses primarily due to a $4,000 decrease in taxes and assessmentsinsurance premiums paid resulting from changes in the package policy portfolio allocations and a $6,000$4,000 decrease in paymentsaudit fees paid in 2012 compared to 2011 due to a timing differences and the payment of payables from 2010. In addition, in 2012 there was a $2,000 decrease in cash expenditures for legal and professional fees.the cost of XBRL filing services as compared to 2011 due to prepaid services for XBRL filings through June 30, 2012 in 2011. No similar prepayments were made in 2012.
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
During 20112012 and 2010,2011, investing activities provided $74,000$88,000 and $76,000,$74,000, respectively, of cash, which consisted of the receipt of net principal repayments of the Company’s short-term note with LIC. As a result, the amount of receivables-related party decreased by $88,000 as of December 31, 2012 compared to December 31, 2011.
The $4,000 increase$6,000 decrease in other assets at December 31, 20112012 compared to year-end 20102011 primarily represents a timing difference in the payment of deferred charges relating to the contract for services to comply with the XBRL filing requirements with the SEC.
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) |
Liabilities were $71,086,000 at December 31, 2012 compared to $64,934,000 at December 31, 2011, compared to $59,521,000 at December 31, 2010, reflecting the following changes:
| | | 2011 | | | | 2010 | | | | Increase (Decrease) | |
| | | ($ in thousands) | | | | | |
Accounts payable and accrued expenses | | $ | 118 | | | $ | 121 | | | $ | (3 | ) |
Accrued real estate taxes | | | 8 | | | | 9 | | | | (1 | ) |
Accrued interest | | | 52,551 | | | | 47,134 | | | | 5,417 | |
Credit agreements – primary lender | | | 500 | | | | 500 | | | | - | |
Notes payable | | | 1,198 | | | | 1,198 | | | | - | |
Convertible subordinated debentures payable | | | 9,059 | | | | 9,059 | | | | - | |
Convertible debentures payable | | | 1,500 | | | | 1,500 | | | | - | |
| | $ | 64,934 | | | $ | 59,521 | | | $ | 5,413 | |
| | | | | | | | Increase | |
| | 2012 | | | 2011 | | | (Decrease) | |
| | ($ in thousands) | | | | |
Accounts payable and accrued expenses | | $ | 211 | | | $ | 118 | | | $ | 93 | |
Accrued real estate taxes | | | 8 | | | | 8 | | | | - | |
Accrued interest | | | 22,688 | | | | 21,440 | | | | 1,248 | |
Accrued interest-related party | | | 35,922 | | | | 31,111 | | | | 4,811 | |
Credit agreements – primary | | | | | | | | | | | | |
lender related party | | | 500 | | | | 500 | | | | - | |
Notes payable | | | 1,198 | | | | 1,198 | | | | - | |
Convertible subordinated | | | | | | | | | | | | |
debentures payable | | | 9,059 | | | | 9,059 | | | | - | |
Convertible debentures payable- | | | | | | | | | | | | |
related party | | | 1,500 | | | | 1,500 | | | | - | |
| | $ | 71,086 | | | $ | 64,934 | | | $ | 6,152 | |
Accrued expenses increased by $94,000 at December 31, 2012 compared to December 31, 2011 due to the accrual of cumulative annual administration fees for prior years relating to the 6% subordinated convertible debentures.
The $5,417,000 increase in accrued interest at December 31, 20112012 compared to year-end 20102011 reflects changes in the following:following accrued interest categories:
| | | | | | | | Increase | |
| | 2012 | | | 2011 | | | (Decrease) | |
| | ($ in thousands) | | | | |
Primary lender-related party | | $ | 324 | | | $ | 282 | | | $ | 42 | |
Debentures | | | 19,792 | | | | 18,605 | | | | 1,187 | |
Debentures-related party | | | 35,598 | | | | 30,829 | | | | 4,769 | |
Other | | | 2,896 | | | | 2,835 | | | | 61 | |
| | $ | 58,610 | | | $ | 52,551 | | | $ | 6,059 | |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) |
| | | 2011 | | | | 2010 | | | | Increase (Decrease) | |
| | | ($ in thousands) | | | | | |
Primary Lender | | $ | 282 | | | $ | 240 | | | $ | 42 | |
Debentures | | | 49,434 | | | | 44,121 | | | | 5,313 | |
Other | | | 2,835 | | | | 2,773 | | | | 62 | |
| | $ | 52,551 | | | $ | 47,134 | | | $ | 5,417 | |
Accrued interest increased due to the nonpayment of interest expense during the year ended December 31, 2012. The accrued interest relating to debentures also increased due to the additional accrual of interest on the nonpayment of previously accrued interest on the Company’s debentures (see Notes 8 and 9 to the consolidated financial statements under Item 8).
The Company’s stockholders’ deficiency increased to $63,465,000$69,711,000 at December 31, 20112012 from a $57,982,000$63,465,000 stockholders’ deficiency at December 31, 2010,2011, reflecting the 20112012 operating loss of $5,483,000.$6,246,000.
New Accounting Standards
There arewere no accounting standards issued during 20112012 or 20102011 that management believes will have a material impact on the Company’s financial statements.
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) |
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,” “expects,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such 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; 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); continued failure by governmental authorities to make a decision with respect to the Suncoast Expressway as described under Item 1; 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.
| QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK. |
Not Applicable
Item 7A.Qualitative and Quantitative Disclosures About Market Risk.Not Applicable
| FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Item 8.Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Report of Independent Registered Public Accounting FirmAudit Committee, Board of Directors and Stockholders
PGI Incorporated
St. Louis, Missouri
We have audited the accompanying consolidated statements of financial position of PGI Incorporated and Subsidiaries (“Company”) as of December 31, 20112012 and 2010,2011, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PGI Incorporated and Subsidiaries at December 31, 20112012 and 2010,2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has a significant accumulated deficit, and is in default on its primary debt (Note 7), certain sinking fund and interest payments on its convertible subordinated debentures (Note 8) and its convertible debentures (Note 9). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BKD, LLP
St. Louis, Missouri
March 30, 201229, 2013
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
December 31, 20112012 and 20102011
| | ASSETS | | | | LIABILITIES | | | ASSETS | | | LIABILITIES | |
| | 2011 | | | 2010 | | | | 2011 | | | 2010 | | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,000 | | | $ | 1,000 | | Accounts payable and | | $ | 118,000 | | | $ | 121,000 | | | $ | 1,000 | | | $ | 1,000 | | Accounts payable and accrued expenses (Note 6) | | $ | 211,000 | | | $ | 118,000 | |
| | | | | | | | | accrued expenses (Note 6) | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash (Note 3) | | | 5,000 | | | | 5,000 | | | | | | | | | | | | | 5,000 | | | | 5,000 | | Accrued real estate taxes (Note 6) | | | 8,000 | | | | 8,000 | |
| | | | | | | | | Accrued real estate taxes | | | 8,000 | | | | 9,000 | | | | | | | | | | | | | | | | | | |
Receivables-related party (Note 14) | | | 631,000 | | | | 705,000 | | (Note 6) | | | | | | | | | | | 543,000 | | | | 631,000 | | Accrued Interest: | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land and improvement | | | 639,000 | | | | 639,000 | | | | | | | | | | | |
inventories (Note 4) | | | | | | | | | Accrued Interest: | | | | | | | | | |
Land and improvement inventories (Note 4) | | | | 639,000 | | | | 639,000 | | Primary lender-related party (Note 7) | | | 324,000 | | | | 282,000 | |
| | | | | | | | | Primary lender-related party | | | 282,000 | | | | 240,000 | | | | | | | | | | | | | | | | | | |
Other assets (Note 5) | | | 193,000 | | | | 189,000 | | (Note 7) | | | | | | | | | | | 187,000 | | | | 193,000 | | Subordinated convertible debentures (Note 8) | | | 19,792,000 | | | | 18,605,000 | |
| | | | | | | | | Subordinated convertible debentures (Note 8) | | | 18,605,000 | | | | 17,448,000 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Convertible debentures-related party (Note 9) | | | 30,829,000 | | | | 26,673,000 | | | | | | | | | | Convertible debentures-related party (Note 9) | | | 35,598,000 | | | | 30,829,000 | |
| | | | | | | | | Other (Note 7) | | | 2,835,000 | | | | 2,773,000 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Other (Note 7) | | | 2,896,000 | | | | 2,835,000 | |
| | | | | | | | | Credit Agreements (Note 7) | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Primary lender-related party | | | 500,000 | | | | 500,000 | | | | | | | | | | Credit Agreements (Note 7): | | | | | | | | |
| | | | | | | | | Notes payable | | | 1,198,000 | | | | 1,198,000 | | | | | | | | | | Primary lender-related party | | | 500,000 | | | | 500,000 | |
| | | | | | | | | Subordinated convertible | | | | | | | | | | | | | | | | | Notes payable | | | 1,198,000 | | | | 1,198,000 | |
| | | | | | | | | debentures payable | | | 9,059,000 | | | | 9,059,000 | | | | | | | | | | Subordinated convertible debentures payable (Note 8) | | | 9,059,000 | | | | 9,059,000 | |
| | | | | | | | | (Note 8) | | | | | | | | | | | | | | | | | Convertible debentures payable-related party (Note 9) | | | 1,500,000 | | | | 1,500,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Convertible debentures | | | | | | | | | | | | | | | | | | | | 71,086,000 | | | | 64,934,000 | |
| | | | | | | | | payable-related party (Note 9) | | | 1,500,000 | | | | 1,500,000 | | | | | | | | | | Commitments and Contingencies (Note 13) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | 64,934,000 | | | | 59,521,000 | | | | | | | | | | STOCKHOLDERS’ DEFICIENCY | |
| | | | | | | | | Commitments and | | | | | | | | | | | | | | | | | 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) (Note 11) | | | 2,000,000 | | | | 2,000,000 | |
| | | | | | | | | Contingencies (Note 13) | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Common stock, par value $.10 per share; authorized 25,000,000 shares; 5,317,758 shares issued and outstanding (Note 11) | | | 532,000 | | | | 532,000 | |
| | | | | | | | | STOCKHOLDERS’ DEFICIENCY | | | | | | | | | | Paid-in capital | | | 13,498,000 | | | | 13,498,000 | |
| | | | | | | | | Preferred stock, par value | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | $1.00 per share; authorized | | | | | | | | | | | | | | | | | Accumulated deficit | | | (85,741,000 | ) | | | (79,495,000 | ) |
| | | | | | | | | 5,000,000 shares; 2,000,000 | | | | | | | | | | | | | | | | (69,711,000 | ) | | | (63,465,000 | ) |
| | | | | | | | | Class A cumulative | | | | | | | | | | $ | 1,375,000 | | | $ | 1,469,000 | | | | $ | 1,375,000 | | | $ | 1,469,000 | |
| | | | | | | | | convertible Shares issued | | | | | | | | | |
| | | | | | | | | and outstanding; (liquidation | | | | | | |
| | | | | | | | | preference of $8,000,000 | | | | | | | | | |
| | | | | | | | | and cumulative dividends) | | | | | | | | | |
| | | | | | | | | (Note 11) | | | 2,000,000 | | | | 2,000,000 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | Common stock, par value | | | | | | | | | |
| | | | | | | | | $.10 per share; authorized | | | | | | | | | |
| | | | | | | | | 25,000,000 shares; 5,317,758 | | | | | | | | | |
| | | | | | | | | shares issued and outstanding | | | | | | |
| | | | | | | | | (Note 11) | | | 532,000 | | | | 532,000 | | |
| | | | | | | | | Paid-in capital | | | 13,498,000 | | | | 13,498,000 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | Accumulated deficit | | | (79,495,000 | ) | | | (74,012,000 | ) | |
| | | | | | | | | | (63,465,000 | ) | | | (57,982,000 | ) | |
| | $ | 1,469,000 | | | $ | 1,539,000 | | | | $ | 1,469,000 | | | $ | 1,539,000 | | |
| | | | | | | | | | | | | | | | | | |
| | See accompanying notes to consolidated financial statements | | | | | | |
See accompanying notes to consolidated financial statements.