Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | PGI INC | |
Entity Central Index Key | 0000081157 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,317,758 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | FL | |
Entity File Number | 1-6471 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash | $ 234 | $ 309 |
Land inventory | 14 | 14 |
Restricted sinking fund | 13 | 13 |
Total assets | 261 | 336 |
LIABILITIES | ||
Accounts payable and accrued expenses | 161 | 169 |
Accrued real estate taxes | 2 | 0 |
Accrued interest: | ||
Subordinated convertible debentures payable | 27,744 | 27,070 |
Convertible debentures payable - related party | 52,915 | 52,915 |
Notes payable | 3,419 | 3,385 |
Credit agreements: | ||
Notes payable | 1,198 | 1,198 |
Subordinated convertible debentures payable | 8,163 | 8,163 |
Total liabilities | 93,602 | 92,900 |
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 $16,115) | 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 | (109,371) | (108,594) |
Total stockholders' deficit | (93,341) | (92,564) |
Total liabilities and stockholders' deficit | $ 261 | $ 336 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock - Class A cumulative convertible shares, issued | 2,000,000 | 2,000,000 |
Preferred stock - Class A cumulative convertible shares, outstanding | 2,000,000 | 2,000,000 |
Preferred stock, liquidation preference (excluding cumulative dividends) | $ 8,000 | $ 8,000 |
Preferred stock, unpaid dividends | $ 16,115 | |
Common stock, par value | $ .10 | $ 0.10 |
Common stock, authorized | 25,000,000 | 25,000,000 |
Common stock, issued | 5,317,758 | 5,317,758 |
Common stock, outstanding | 5,317,758 | 5,317,758 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
REVENUES | ||||
Interest income | $ 0 | $ 0 | $ 0 | $ 1 |
Other income | 0 | 3 | 0 | 3 |
Total revenues | 0 | 3 | 0 | 4 |
COSTS AND EXPENSES | ||||
Interest | 353 | 353 | 708 | 703 |
Taxes and assessments | 1 | 1 | 2 | 2 |
Consulting and accounting - related party | 9 | 9 | 18 | 18 |
Legal and professional | 5 | 18 | 35 | 47 |
General and administrative | 10 | 14 | 14 | 29 |
Total costs and expenses | 378 | 395 | 777 | 799 |
Net loss | $ (378) | $ (392) | $ (777) | $ (795) |
Net loss per share available to common stockholders - basic and diluted | $ (0.10) | $ (0.10) | $ (0.21) | $ (0.21) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Net cash used in operating activities | $ (75) | $ (145) |
Net change in cash | (75) | (145) |
Cash at beginning of period | 309 | 526 |
Cash at end of period | $ 234 | $ 381 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Unaudited) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 2,000,000 | 5,317,758 | |||
Beginning balance, amount at Dec. 31, 2018 | $ 2,000 | $ 532 | $ 13,498 | $ (107,026) | $ (90,996) |
Net loss | (795) | (795) | |||
Ending balance, shares at Jun. 30, 2019 | 2,000,000 | 5,317,758 | |||
Ending balance, amount at Jun. 30, 2019 | $ 2,000 | $ 532 | 13,498 | (107,821) | (91,791) |
Beginning balance, shares at Mar. 31, 2019 | 2,000,000 | 5,317,758 | |||
Beginning balance, amount at Mar. 31, 2019 | $ 2,000 | $ 532 | 13,498 | (107,429) | (91,399) |
Net loss | (392) | (392) | |||
Ending balance, shares at Jun. 30, 2019 | 2,000,000 | 5,317,758 | |||
Ending balance, amount at Jun. 30, 2019 | $ 2,000 | $ 532 | 13,498 | (107,821) | (91,791) |
Beginning balance, shares at Dec. 31, 2019 | 2,000,000 | 5,317,758 | |||
Beginning balance, amount at Dec. 31, 2019 | $ 2,000 | $ 532 | 13,498 | (108,594) | (92,564) |
Net loss | (777) | (777) | |||
Ending balance, shares at Jun. 30, 2020 | 2,000,000 | 5,317,758 | |||
Ending balance, amount at Jun. 30, 2020 | $ 2,000 | $ 532 | 13,498 | (109,371) | (93,341) |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 5,317,758 | |||
Beginning balance, amount at Mar. 31, 2020 | $ 2,000 | $ 532 | 13,498 | (108,993) | (92,963) |
Net loss | (378) | (378) | |||
Ending balance, shares at Jun. 30, 2020 | 2,000,000 | 5,317,758 | |||
Ending balance, amount at Jun. 30, 2020 | $ 2,000 | $ 532 | $ 13,498 | $ (109,371) | $ (93,341) |
1. Basis of Presentation
1. Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 report on the Company's consolidated financial statements for the year ended December 31, 2019, as they have for many years. 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 30 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 the remaining assets of the Company, to repay its indebtedness, and to pay the ordinary on-going administrative costs of the Company. The potential values of the land parcels held for sale have been difficult to assess. 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 2019 filed with the Securities and Exchange Commission. 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, 2019, 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, 2020 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2020 or any other interim period. |
2. Per Share Data
2. Per Share Data | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
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, 2020 and 2019 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, 2020 and 2019, the assumed conversion of all outstanding 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 six months ended June 30, 2020 and 2019. Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2020 2019 2020 2019 ($ in thousands, except share and per share data) Net Loss $ (378 ) $ (392 ) $ (777 ) $ (795 ) Preferred dividends (160 ) (160 ) (320 ) (320 ) Loss Available to $ (538 ) $ (552 ) $ (1,097 ) $ (1,115 ) 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 $ (0.10 ) $ (0.10 ) $ (0.21 ) $ (0.21 ) |
3. Statement of Cash Flows
3. Statement of Cash Flows | 6 Months Ended |
Jun. 30, 2020 | |
Statement of Cash Flows [Abstract] | |
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, 2020 and 2019. |
4. Land Inventory
4. Land Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Land Inventory | Land inventory consisted of June 30, December 31, 2020 2019 ($ in thousands) Fully improved land $ 14 $ 14 |
5. Accounts Payable and Accrued
5. Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Accounts Payable and Accrued Liabilities, Fair Value Disclosure [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of: June 30, December 31, 2020 2019 ($ in thousands) Accounts payable $ 5 $ - Accrued accounting review and tax preparation expense 2 13 Accrued consulting fees-related party - 1 Accrued legal - 1 Accrued debenture fees 153 153 Accrued miscellaneous 1 1 $ 161 $ 169 Accrued real estate taxes consisted of: Current real estate taxes $ 2 $ - |
6. Credit Agreements, Notes Pay
6. Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable | Credit agreements consisted of the following: June 30, December 31, 2020 2019 ($ 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 138 138 At 6% interest; due May 1992 8,025 8,025 8,163 8,163 $ 9,361 $ 9,361 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 $13,000 as of June 30, 2020 and December 31, 2019, 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 periods ended June 30, 2020 and 2019, there were no 6.5% subordinated convertible debentures that were surrendered or escheated by their respective debenture holders and no funds were utilized from the debenture reserve account. As of June 30, 2020 and December 31, 2019, 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 $138,000 plus accrued and unpaid interest of $284,000 and $279,000, respectively. 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. |
7. Income Taxes
7. Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | At December 31, 2019, the Company had an operating loss carryforward of approximately $70,074,000 available to reduce future taxable income. These operating losses expire at various dates through 2038. The following summarizes the temporary differences of the Company at June 30, 2020 and December 31, 2019 at the statutory rate: June 30, December 31, 2020 2019 ($ in thousands) Deferred tax asset Net operating loss carryforward $ 17,719 $ 17,522 Expenses capitalized under IRC 263(a) 37 37 Tax credits (AMT) 57 57 Valuation allowance (17,813 ) (17,616 ) Total deferred tax asset - - |
8. Fair Value of Financial Inst
8. Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at June 30, 2020 and December 31, 2019 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. |
2. Per Share Data (Tables)
2. Per Share Data (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of the calculations used in computing basic and diluted loss per share | Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2020 2019 2020 2019 ($ in thousands, except share and per share data) Net Loss $ (378 ) $ (392 ) $ (777 ) $ (795 ) Preferred dividends (160 ) (160 ) (320 ) (320 ) Loss Available to $ (538 ) $ (552 ) $ (1,097 ) $ (1,115 ) 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 $ (0.10 ) $ (0.10 ) $ (0.21 ) $ (0.21 ) |
4. Land Inventory (Tables)
4. Land Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Land and improvement inventories | June 30, December 31, 2020 2019 ($ in thousands) Fully improved land $ 14 $ 14 |
5. Accounts Payable and Accru_2
5. Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounts Payable and Accrued Liabilities, Fair Value Disclosure [Abstract] | |
Accounts payable and accrued expenses | June 30, December 31, 2020 2019 ($ in thousands) Accounts payable $ 5 $ - Accrued accounting review and tax preparation expense 2 13 Accrued consulting fees-related party - 1 Accrued legal - 1 Accrued debenture fees 153 153 Accrued miscellaneous 1 1 $ 161 $ 169 Accrued real estate taxes consisted of: Current real estate taxes $ 2 $ - |
6. Credit Agreements, Notes P_2
6. Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Credit agreements with the Company | June 30, December 31, 2020 2019 ($ 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 138 138 At 6% interest; due May 1992 8,025 8,025 8,163 8,163 $ 9,361 $ 9,361 |
7. Income Taxes (Tables)
7. Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of the temporary differences | June 30, December 31, 2020 2019 ($ in thousands) Deferred tax asset Net operating loss carryforward $ 17,719 $ 17,522 Expenses capitalized under IRC 263(a) 37 37 Tax credits (AMT) 57 57 Valuation allowance (17,813 ) (17,616 ) Total deferred tax asset - - |
2. Per Share Data (Details)
2. Per Share Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (378) | $ (392) | $ (777) | $ (795) |
Preferred dividends | (160) | (160) | (320) | (320) |
Loss available to common shareholders | $ (538) | $ (552) | $ (1,097) | $ (1,115) |
Weighted average number of common shares outstanding - Basic and Diluted | 5,317,758 | 5,317,758 | 5,317,758 | 5,317,758 |
Basic and diluted loss per common share | $ (0.10) | $ (0.10) | $ (0.21) | $ (0.21) |
2. Per Share Data (Details Narr
2. Per Share Data (Details Narrative) - shares | Jun. 30, 2020 | Dec. 31, 2019 |
Earnings Per Share [Abstract] | ||
Common shares outstanding | 5,317,758 | 5,317,758 |
4. Land Inventory (Details)
4. Land Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Fully improved land | $ 14 | $ 14 |
5. Accounts Payable and Accru_3
5. Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses | ||
Accounts payable | $ 5 | $ 0 |
Accrued accounting review and tax preparation expense | 2 | 13 |
Accrued consulting fees - related party | 0 | 1 |
Accrued legal fees | 0 | 1 |
Accrued debenture fees | 153 | 153 |
Accrued miscellaneous | 1 | 1 |
Total | 161 | 169 |
Accrued real estate taxes consisted of: | ||
Current real estate taxes | $ 2 | $ 0 |
6. Credit Agreements, Notes P_3
6. Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past due | $ 1,198 | $ 1,198 |
Subordinated debentures payable: | ||
At 6.5% interest; due June 1991 | 138 | 138 |
At 6% interest; due May 1992 | 8,025 | 8,025 |
Subordinated convertible debentures payable | 8,163 | 8,163 |
Total | $ 9,361 | $ 9,361 |
7. Income Taxes (Details)
7. Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred tax asset: | ||
Net operating loss carryforward | $ 17,719 | $ 17,522 |
Expenses capitalized under IRC 263(a) | 37 | 37 |
Tax credits (AMT) | 57 | 57 |
Valuation allowance | (17,813) | (17,616) |
Total deferred tax asset | $ 0 | $ 0 |
7. Income Taxes (Details Narrat
7. Income Taxes (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 70,074 |
Operating losses expire date | Dec. 31, 2038 |