Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | PGI INCORPORATED | ||
Entity Central Index Key | 0000081157 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 5,317,758 | ||
Entity Public Float | $ 0 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 1-6471 | ||
Entity Address Address Line 1 | 212 SOUTH CENTRAL | ||
Entity Address City Or Town | ST. LOUIS | ||
Entity Tax Identification Number | 59-0867335 | ||
Entity Address State Or Province | MO | ||
Entity Address Postal Zip Code | 63105 | ||
City Area Code | 314 | ||
Local Phone Number | 512-8650 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | FL | ||
Auditor Firm Id | 123 | ||
Auditor Name | None | ||
Auditor Location | None |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 58 | $ 81 |
Land Inventory (Note 4) | 10 | 14 |
Total Assets | 68 | 95 |
LIABILITIES | ||
Accounts payable and accrued expenses (Note 5) | 157 | 160 |
Accrued real estate taxes (Note 5) | 5 | 4 |
Accrued Interest: | ||
Subordinated convertible debentures (Note 7) | 29,512 | 28,137 |
Convertible debentures-related party (Note 8) | 52,740 | 52,790 |
Notes Payable (Note 6) | 3,512 | 3,450 |
Credit Agreements: | ||
Notes payable (Note 6) | 1,198 | 1,198 |
Subordinated convertible debentures payable (Note 7) | 8,025 | 8,025 |
Total Liablities | 95,149 | 93,764 |
Commitments and Contingencies (Note 12) | 0 | 0 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, par value $1.00 per share; authorized 5,000,000 shares; 2,000,000 Class A cumulative convertible shares issued and outstanding; (liquidation preference of $8,000,000 and cumulative dividends) (Note 10) | 2,000 | 2,000 |
Common stock, par value $.10 per share; authorized 25,000,000 shares; 5,317,758 shares issued and outstanding (Note 10) | 532 | 532 |
Paid-in capital | 13,498 | 13,498 |
Accumulated deficit | (111,111) | (109,699) |
Stockholder deficit | (95,081) | (93,669) |
Stockholders' deficit and Liablities | $ 68 | $ 95 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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) | $ 8,000,000 | |
Common stock, par value | $ 0.10 | $ 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Real estate sales | $ 90 | $ 0 |
Miscellaneous income | 4 | 2 |
Total revenue | 94 | 2 |
Costs and expenses: | ||
Cost of real estate sales | 15 | 0 |
Interest | 1,437 | 1,417 |
Forgiveness of debt and interest | 0 | (410) |
Taxes and assessments | 5 | 5 |
Consulting and accounting-related party | 24 | 34 |
Legal and professional | 1 | 36 |
General and administrative | 24 | 25 |
Total cost and expenses | 1,506 | 1,107 |
NET LOSS | $ (1,412) | $ (1,105) |
Net Loss Per Share Available to Common Stockholders Basic and Diluted (Note 15) | $ 0.39 | $ 0.33 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash received from operations: | ||
Real estate sales | $ 90 | $ 0 |
Miscellaneous income | 4 | 2 |
Total cash received from operations | 94 | 2 |
Cash expended for operations: | ||
Cost of real estate sales | 10 | 0 |
Interest - related party | 50 | 125 |
Taxes and assessments | 5 | 0 |
Consulting and accounting-related party | 24 | 35 |
Legal and professional | (1) | (38) |
General and administrative | 27 | 32 |
Total cash expended | 117 | 230 |
Net cash flows used in operating activities | (23) | (228) |
Net change in cash | (23) | (228) |
Cash at beginning of year | 81 | 309 |
Cash at end of year | 58 | 81 |
Reconciliation of net loss to net cash used in operating activities: | ||
Net loss | (1,412) | (1,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of debt & interest | 0 | (410) |
Decrease in assets: | ||
Land inventory | 4 | |
Increase (decrease) in liabilities: | ||
Accounts payable and accrued expenses | (3) | (9) |
Accrued real estate taxes | 1 | 4 |
Accrued interest | $ 1,387 | $ 1,292 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Accumulated Deficit | Additional Paid-In Capital |
Balance, shares at Dec. 31, 2019 | 2,000,000 | 5,317,758 | |||
Balance, amount at Dec. 31, 2019 | $ (92,564) | $ 2,000 | $ 532 | $ (108,594) | $ 13,498 |
Net Loss | (1,105) | (1,105) | |||
Balance, shares at Dec. 31, 2020 | 2,000,000 | 5,317,758 | |||
Balance, amount at Dec. 31, 2020 | (93,669) | $ 2,000 | $ 532 | (109,699) | 13,498 |
Net Loss | (1,412) | (1,412) | |||
Balance, shares at Dec. 31, 2021 | 2,000,000 | 5,317,758 | |||
Balance, amount at Dec. 31, 2021 | $ (95,081) | $ 2,000 | $ 532 | $ (111,111) | $ 13,498 |
Nature of Business and Going Co
Nature of Business and Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Going Concern | |
Nature of Business and Going Concern | 1. Nature of Business and Going Concern PGI Incorporated and Subsidiaries (the Company), a Florida corporation, was founded in 1958, and up until the mid 1990’s was in 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 has a significant accumulated deficit and is in default on its convertible subordinated debentures and notes payable (Notes 6 and 7). 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 administrative expenditures in keeping an inactive company in existence. The aggregate remaining land inventory is less than 68 acres, consisting of multiple parcels located in Florida counties. These parcels have limited value because of associated developmental constraints such as wetlands, easements and other obstacles to development and sale. The potential values of the land parcels held for sale have been difficult to assess as the remaining land inventory is difficult to sell and difficult to value. 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 de facto liquidation of such property by subjecting such property to a tax sale. In management’s judgment, the 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. The asset carrying values shown in the financial statements, are judged to be reasonable estimates of the value, when viewed in the context of the entirety of the financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies: Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after eliminating all significant inter-company transactions. Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue and Profit Recognition Change in Accounting Principle In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” which requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted this standard using the modified retrospective approach. The adoption of ASU 2014-09 did not have an impact on the Company’s consolidated financial statements. Acreage Sales of undeveloped and developed acreage tracts are recognized, net of any deferred revenue and valuation discount. Land Inventory Land inventory is stated at cost. Cash The Company’s cash accounts do not exceed federally insured limits. |
Real Estate Sales and Other Inc
Real Estate Sales and Other Income | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate Sales and Other Income | |
Real Estate Sales and Other Income | 3. Real Estate Sales and Other Income : Revenues totaled $94,000 for the year ended December 31, 2021 compared to revenues of $2,000 for the year ended December 31, 2020. Real estate sales and cost of sales consisted of: 2021 2020 ($ in thousands) Real estate sales $ 90 $ - Cost of sales 15 - Gross profit margin $ 75 $ - Other income totaled $4,000 for the year ended December 31, 2021 compared to $2,000 for the year ended December 31, 2020. Other income in 2021 represents income from a settlement claim from when the Company was operating as a home builder. Other income in 2020 represents recoveries of lot lien receivables which had been fully provided for cancellation. |
Land Inventory
Land Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Land Inventory | |
Land Inventory | 4. Land Inventory: Land inventory consisted of: 2021 2020 ($ in thousands) Fully improved land $ 10 $ 14 $ 10 $ 14 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses consisted of: 2021 2020 ($ in thousands) Accounts payable $ - $ 3 Accrued audit, review and tax expense 3 3 Accrued debenture fees 153 153 Accrued miscellaneous 1 1 $ 157 $ 160 Accrued Real Estate Taxes: Accrued real estate taxes consisted of: 2021 2020 ($ in thousands) Current $ 4 $ 4 Delinquent 1 - 5 4 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Notes Payable | 6. Notes Payable: Notes payable consisted of the following: 2021 2020 ($ in thousands) Notes Payable- At prime plus 2%, due October 1, 1985 $ 176 $ 176 At prime plus 2%, due October 1, 1987 1,000 1,000 Non-interest bearing, due August 1, 1993 22 22 $ 1,198 $ 1,198 The prime rate at December 31, 2021 and 2020, was 3.25%, respectively. The overall weighted-average interest rate for the Company’s credit agreements with its notes and mortgages was approximately 5.15% and 5.44% at December 31, 2021 and 2020, respectively. Accrued interest on notes payable consisted of the following: 2021 2020 ($ in thousands) Notes Payable- At prime plus 2%, due October 1, 1985 $ 496 $ 486 At prime plus 2%, due October 1, 1987 3,016 2,964 $ 3,512 $ 3,450 All of the outstanding notes payable including accrued interest are past due. |
Subordinated Convertible Debent
Subordinated Convertible Debentures Payable | 12 Months Ended |
Dec. 31, 2021 | |
Subordinated Convertible Debentures Payable | |
Subordinated Convertible Debentures Payable | 7. Subordinated Convertible Debentures Payable: Subordinated debentures payable consisted of: 2021 2020 ($ in thousands) 6%, due May, 1992 $ 8,025 $ 8,025 Since issuance, $152,000 of the 6% debentures have been converted into common stock. This conversion feature is no longer in effect. The Company is in default on the 6% subordinated convertible debentures which totals $8,025,000 in principal plus accrued and unpaid interest of $29,512,000 and $28,137,000 as of December 31, 2021 and 2020, respectively. The debentures are not collateralized and are subordinate to senior indebtedness ($1,198,000 at December 31, 2021 and 2020). Payment of dividends on the Company’s common stock is restricted under the terms of the two indentures pursuant to which the outstanding debentures are issued. To maximize the amounts realized for the debt holders, the Company has been and intends to continue to seek buyers for the remaining landholdings. No assurances are offered regarding the timing of or the values to be realized from future land sales. |
Convertible Debentures Payable
Convertible Debentures Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Convertible Debentures Payable | 8. Convertible Debentures Payable In May 2008, LIC purchased $703,000 in principal amount of the Company’s convertible debentures from the previous debenture holder. The balance of the outstanding convertible debentures in the amount of $797,000, were held by Love-1989. The debentures held by Love-1989 and LIC were secured by a second mortgage behind PGIP on the 366 acres retained by the Company and a security interest behind that held by PGIP in the restricted proceeds escrow. The total debentures balance of $1,500,000 carried a maturity date of July 8, 1997 and were in default as of December 31, 2015. In 2016 the 366 acres were sold and the primary lender obligation to PGIP was respectively paid, in addition to the convertible debentures principal of $1,500,000 and a portion of the accrued interest. Interest on the debentures accrued at the rate of fourteen percent compounded quarterly until the principal was paid in 2016. During the years ended December 31, 2021 and 2020 the Company paid $50,000 and $125,000, respectively of accrued interest for the related party collateralized convertible debentures. The remaining accrued interest is $52,740,000 and $52,790,000 as of December 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 9. Income Taxes: Reconciliation of the statutory federal income tax rates, 21% for the years ended December 31, 2021 and 2020, to the Company’s effective income tax rates follows: 2021 2020 ($ in thousands) Percent of Percent of Amount of tax Pre-tax Loss Amount of tax Pre-tax Loss Expected tax credit $ (297 ) 21.0 % $ (234 ) 21.0 % State income taxes, net of federal tax benefits (56 ) 4.0 % (45 ) 4.0 % Decrease in environmental liability - 0.0 % - 0.0 % Increase (decrease) in valuation allowance 353 25.0 % 279 25.0 % $ - 0.0 % $ - 0.0 % At December 31, 2021, the Company had an operating loss carryforward of approximately $69,349,000, the majority of which will expire at various dates through 2040. 2021 2020 ($ in thousands) Deferred tax asset: Net operating loss carryover $ 18,154 $ 17,801 Expenses capitalized under IRC 263(a) 37 37 Tax credits (AMT) 57 57 Valuation allowance (18,248 ) (17,895 ) Net deferred tax asset $ - $ - The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2018. It is the Company’s policy to classify interest and penalties related to its tax positions in general and administrative expense in the consolidated statements of operations. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Capital Stock | |
Capital Stock | 10. Capital Stock: Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,706 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company, that were held by L-PGI to LIC, in conjunction with settling its remaining indebtedness. LIC was the general partner of L-PGI and is owned, directly or indirectly, by Andrew S. Love and Laurence A. Schiffer, which are the directors and executive officers of the Company. In March 1987, the Company sold, in a private placement, 1,875,000 shares of its Class A cumulative convertible preferred stock to L-PGI for a purchase price of $7,500,000 cash ($4.00 per share). The Company also converted $500,000 of indebtedness owed to a corporation owned by the Company’s former Chairman of the Board of Directors and members of his family into 125,000 shares of the cumulative convertible preferred stock. The holders of the preferred stock are entitled to one vote per share and, except as provided by law, will vote as one class with the holders of the common stock. Class A preferred stockholders are also entitled to receive cumulative dividends at the annual rate of $0.32 per share, an effective yield of 8%. Dividends accrued for an initial two year period and, at the expiration of this period, preferred stockholders had the option of receiving accumulated dividends, when and if declared by the Board of Directors, in cash (unless prohibited by law or contract) or common stock. At December 31, 2021 cumulative preferred dividends in arrears totaled $17,075,000 ($640,000 of which related to the year ended December 31, 2021). On May 15, 1997 preferred dividends accrued through April 25, 1995 totaling $4,260,000 were paid in the form of 2,000,203 shares of common stock. As of December 31, 2021 and 2020, the preferred stock is callable or redeemable at the option of the Company at $4.00 per share plus accrued and unpaid dividends. In addition, the preferred stock will be entitled to preference of $4.00 per share plus accrued and unpaid dividends in the event of liquidation of the Company. At December 31, 2021 and 2020, the Company had reserved 3,756,000 common shares for the conversion of preferred stock. |
Quarterly Results
Quarterly Results | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Results | |
Quarterly Results | 11. Quarterly Results The Company sold four single family lots in Citrus County, Florida that provided sale proceeds of approximately $80,000 in the fourth quarter of 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions The Company’s primary preferred shareholder is LIC which is primarily owned and managed by Andrew S. Love and Laurence A. Schiffer. Messrs. Love and Schiffer serve as the executive officers and directors of the Company. In May 2008, LIC purchased $703,000 in principal amount of the Company’s convertible debentures from the previous debenture holder. The balance of the outstanding convertible debentures in the amount of $797,000, were held by Love-1989. The debentures held by Love-1989 and LIC were secured by a second mortgage behind PGIP on the 366 acres retained by the Company and a security interest behind that held by PGIP in the restricted proceeds escrow. The total debentures balance of $1,500,000 carried a maturity date of July 8, 1997 and were in default as of December 31, 2015. In 2016 the 366 acres were sold and the primary lender obligation to PGIP was respectively paid, in addition to the convertible debentures principal of $1,500,000 and a portion of the accrued interest. Interest on the debentures accrued at the rate of fourteen percent compounded quarterly until the principal was paid in 2016. During the years ended December 31, 2021 and 2020 the Company paid $50,000 and $125,000, respectively, of accrued interest for the related party collateralized convertible debentures. The remaining accrued interest is $52,740,000 and $52,790,000 as of December 31, 2021 and 2020. PGIP is owned and managed by Hallmark Investment Corporation (“HIC”). Messrs. Love and Schiffer are directors and executive officers of HIC and own 90% of all the issued and outstanding voting stock of HIC. The Company maintains its administration and accounting offices with Love Real Estate Company (“LREC”). LREC, which is owned by LIC, is paid a monthly fee for the following: 1. Maintain books of original entry; 2. Prepare quarterly and annual SEC filings; 3. Coordinate the quarterly reviews; 4. Assemble information for tax filing, review reports as prepared by tax accountants and file same; 5. Track shareholder records through transfer agent; 6. Maintain policies of insurance against property and liability exposure; 7. Handle day-to-day accounting requirements In addition, the Company receives office space, telephone service and computer service from LREC. A fee of $2,000 per month was accrued in 2021 and $2,800 in 2020. The Company made payments of $24,000 and $33,600 to LREC in 2021 and 2020, respectively, for service fees. The decrease in services in 2021 is due to the Company not being reviewed by a PCAOB registered public accounting firm effective with the March 31, 2020 periodic filing with the SEC. There were no accrued accounting service fees as of December 31, 2021 and 2020. The Company has a Management Consulting Agreement with LREC. As a consultant to the Company and in addition to the above services, LREC provides other services including, but not limited to, strategic planning, marketing and financing as requested by the Company. In consideration for these consulting services, the Company pays LREC a quarterly consulting fee of one-tenth of one percent of the carrying value of the Company’s assets, plus reasonable out-of-pocket expenses. As of December 31, 2021 and 2020, the carrying value of the Company’s assets was approximately $68,000 and $95,000 respectively. Consulting fees were $300 and $1,000 in 2021 and 2020, respectively. In 1985 a corporation owned by the former Chairman of the Board and his family made an uncollateralized loan to the Company, which at December 31, 2021 and 2020 had an outstanding principal balance of $176,000 plus accrued interest of $496,000 and $486,000, totaling an outstanding balance of $672,000 and $663,000, respectively. Interest accrued on this loan was $9,000 and $10,000 in 2021 and 2020, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 14. Fair Value of Financial Instruments: The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value: Cash: The carrying amount approximates fair value because of the short maturity of those instruments. Receivables: The carrying amount approximates fair value because of the short-term maturity of those receivables. Accounts Payable: The carrying amount approximates fair value because of the short-term maturity of those debts. Debt: It was not practicable to estimate the fair value of the Company’s notes payable and its subordinated convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities. The estimated fair values of the Company’s financial instruments are as follows: 2021 2020 ($ in thousands) Carrying Fair Carrying Fair Amount Value Amount Value Cash $ 58 $ 58 $ 81 $ 81 Accounts payable - - 3 3 Debt 9,223 - 9,223 - |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share | |
Loss Per Share | 15. Loss Per Share: The following is a summary of the calculations used in computing basic and diluted loss per share: 2021 2020 ($ in thousands, except share data) Numerator: Net Loss $ (1,412 ) $ (1,105 ) Preferred Dividends (640 ) (640 ) Loss Available to Common Shareholders $ (2,052 ) $ (1,745 ) Denominator: Basic and Diluted Weighted average amount of shares outstanding 5,317,758 5,317,758 Loss per share Basic $ (0.39 ) $ (0.33 ) Diluted $ (0.39 ) $ (0.33 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events: Management has evaluated subsequent events from the balance sheet date through March 31, 2022 and has determined that no material subsequent events exist. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after eliminating all significant inter-company transactions. |
Accounting Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue and Profit Recognition Change in Accounting Principle | In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” which requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. We adopted this standard using the modified retrospective approach. The adoption of ASU 2014-09 did not have an impact on the Company’s consolidated financial statements. |
Acreage | Sales of undeveloped and developed acreage tracts are recognized, net of any deferred revenue and valuation discount. |
Land Inventory | Land inventory is stated at cost. |
Cash | The Company’s cash accounts do not exceed federally insured limits. |
Real Estate Sales and Other I_2
Real Estate Sales and Other Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate Sales and Other Income | |
Real Estate Sales and Other Income | 2021 2020 ($ in thousands) Real estate sales $ 90 $ - Cost of sales 15 - Gross profit margin $ 75 $ - |
Land Inventory (Tables)
Land Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Land Inventory | |
Land inventory | 2021 2020 ($ in thousands) Fully improved land $ 10 $ 14 $ 10 $ 14 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Accounts payable and accrued expenses consist | 2021 2020 ($ in thousands) Accounts payable $ - $ 3 Accrued audit, review and tax expense 3 3 Accrued debenture fees 153 153 Accrued miscellaneous 1 1 $ 157 $ 160 2021 2020 ($ in thousands) Current $ 4 $ 4 Delinquent 1 - 5 4 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable | |
Credit agreements with the Company's primary lender and notes payable | 2021 2020 ($ in thousands) Notes Payable- At prime plus 2%, due October 1, 1985 $ 176 $ 176 At prime plus 2%, due October 1, 1987 1,000 1,000 Non-interest bearing, due August 1, 1993 22 22 $ 1,198 $ 1,198 |
Accrued interest on notes payable | 2021 2020 ($ in thousands) Notes Payable- At prime plus 2%, due October 1, 1985 $ 496 $ 486 At prime plus 2%, due October 1, 1987 3,016 2,964 $ 3,512 $ 3,450 |
Subordinated Convertible Debe_2
Subordinated Convertible Debentures Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subordinated Convertible Debentures Payable | |
Subordinated debentures payable | 2021 2020 ($ in thousands) 6%, due May, 1992 $ 8,025 $ 8,025 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Reconciliation of the statutory federal income tax rates | 2021 2020 ($ in thousands) Percent of Percent of Amount of tax Pre-tax Loss Amount of tax Pre-tax Loss Expected tax credit $ (297 ) 21.0 % $ (234 ) 21.0 % State income taxes, net of federal tax benefits (56 ) 4.0 % (45 ) 4.0 % Decrease in environmental liability - 0.0 % - 0.0 % Increase (decrease) in valuation allowance 353 25.0 % 279 25.0 % $ - 0.0 % $ - 0.0 % |
Deferred tax assets/liabilities | 2021 2020 ($ in thousands) Deferred tax asset: Net operating loss carryover $ 18,154 $ 17,801 Expenses capitalized under IRC 263(a) 37 37 Tax credits (AMT) 57 57 Valuation allowance (18,248 ) (17,895 ) Net deferred tax asset $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Estimated fair values of the Company's financial instruments | 2021 2020 ($ in thousands) Carrying Fair Carrying Fair Amount Value Amount Value Cash $ 58 $ 58 $ 81 $ 81 Accounts payable - - 3 3 Debt 9,223 - 9,223 - |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loss Per Share | |
Summary of the calculations used in computing basic and diluted loss per share | 2021 2020 ($ in thousands, except share data) Numerator: Net Loss $ (1,412 ) $ (1,105 ) Preferred Dividends (640 ) (640 ) Loss Available to Common Shareholders $ (2,052 ) $ (1,745 ) Denominator: Basic and Diluted Weighted average amount of shares outstanding 5,317,758 5,317,758 Loss per share Basic $ (0.39 ) $ (0.33 ) Diluted $ (0.39 ) $ (0.33 ) |
Real Estate Sales and Other I_3
Real Estate Sales and Other Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Land Inventory | ||
Real estate sales | $ 90 | $ 0 |
Cost of sales | 15 | 0 |
Gross profit margin | $ 75 | $ 0 |
Real Estate Sales and Other I_4
Real Estate Sales and Other Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Land Inventory | ||
Revenues | $ 94,000 | $ 2,000 |
Other income | $ 4,000 | $ 2,000 |
Land Inventory (Details)
Land Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Land inventory consisted of: | ||
Fully improved land | $ 10 | $ 14 |
Total | $ 10 | $ 14 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts payable and accrued expenses consisted of: | ||
Accounts payable | $ 0 | $ 3,000 |
Accrued audit, review and tax expense | 3,000 | 3,000 |
Accrued debenture fees | 153,000 | 153,000 |
Accrued miscellaneous | 1,000 | 1,000 |
Total | 157,000 | 160,000 |
Accrued real estate taxes consisted of: | ||
Current | 4 | 4 |
Delinquent | 1 | 0 |
Accrued real estate taxes | $ 5 | $ 4 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total | $ 1,198,000 | $ 1,198,000 |
Notes payable (Note 7) | 1,198,000 | 1,198,000 |
At prime plus 2%, due October 1, 1985 | ||
Notes payable (Note 7) | 176,000 | 176,000 |
At prime plus 2%, due October 1, 1987 | ||
Notes payable (Note 7) | 1,000,000 | 1,000,000 |
Non-interest bearing, due August 1, 1993 | ||
Notes payable (Note 7) | $ 22,000 | $ 22,000 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued interest on notes payable | $ 3,512 | $ 3,450 |
At prime plus 2%, due October 1, 1985 | ||
Accrued interest on notes payable | 496 | 486 |
At prime plus 2%, due October 1, 1987 | ||
Accrued interest on notes payable | $ 3,016 | $ 2,964 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Dec. 31, 2021 | Dec. 31, 2020 |
Notes Payable | ||
Prime rate | 3.25% | 3.25% |
Weighted-average interest rate | 5.15% | 5.44% |
Subordinated Convertible Debe_3
Subordinated Convertible Debentures Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Subordinated convertible debentures payable | $ 8,025,000 | |
6%, due May 1992 | ||
Subordinated convertible debentures payable | $ 8,025,000 | $ 8,025,000 |
Subordinated Convertible Debe_4
Subordinated Convertible Debentures Payable (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
6% Subordinated convertible debenture | ||
Debentures converted into common stock | $ 152,000 | |
Debentures converted into common stock percentage | 6.00% | |
Subordinated convertible debentures payable | $ 8,025,000 | |
Principal plus accrued and unpaid interest | 29,512,000 | $ 28,137,000 |
Indebtedness | $ 1,198,000 | $ 1,198,000 |
Convertible Debentures Payable
Convertible Debentures Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2008 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subordinated Convertible Debentures Payable | |||
Maturity date | Jul. 8, 1997 | ||
Accrued interest remaining | $ 52,740,000 | $ 52,790,000 | |
Total debentures balance | $ 1,500,000 | ||
Additionaly convertible debentures principal amount | 1,500,000 | ||
Accrued interest convertible debentures paid - related party | $ 50,000 | $ 125,000 | |
LIC purchased amount | 703,000 | ||
Outstanding convertible debentures amount | $ 797,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Expected tax credit | $ (297) | $ (234) |
State income taxes, net of federal tax benefits | (56) | (45) |
Decrease in environmental liability | 0 | 0 |
Increase (decrease) in valuation allowance | 353 | 279 |
Income tax expense benefit continuing operations | $ 0 | $ 0 |
Expected tax (credit), percentage | 21.00% | 21.00% |
State income taxes, net of federal tax benefits, percentage | 4.00% | 4.00% |
Decrease in environmental liability, percentage | 0.00% | 0.00% |
Increase (decrease) in valuation allowance percentage | 25.00% | 25.00% |
Effective income tax rate continuing operations | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Net operating loss carryover | $ 18,154 | $ 17,801 |
Expenses capitalized under IRC 263(a) | 37 | 37 |
Tax credits (AMT) | 57 | 57 |
Valuation allowance | (18,248) | (17,895) |
Total tax asset | $ 0 | $ 0 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Operating loss carryforward | $ 69,349,000 | |
Operating losses expiry date | 2040 | |
Statutory federal income tax rates | (21.00%) | (21.00%) |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 25 Months Ended | ||
Mar. 31, 1987 | Dec. 31, 2021 | Dec. 31, 2020 | May 15, 1997 | Dec. 31, 2016 | |
Assigned common stock shares | 2,260,706 | ||||
Cumulative preferred dividends in arrears | $ 17,075,000,000 | $ 4,260,000,000 | |||
Assigned preferred stock shares | 1,875,000 | ||||
Indebtness converted | $ 500,000 | ||||
Stock issued upon conversion | 125,000 | ||||
Preferred stock dividend rate per share | $ 0.32 | ||||
Dividend yield percentage | 8.00% | ||||
Cmulative preferred stock dividend in arrears for current year | $ 640,000 | ||||
Common stock issued for dividends | 2,000,203 | ||||
Preferred stock is callable or redeemable at the option of the Company | $ 4 | $ 4 | |||
Preferred stock liquidation preference | $ 4 | $ 4 | |||
Common shares reserved for the conversion of preferred stock and debentures | 3,756,000 | 3,756,000 | |||
Private Placement | |||||
Purchase price of stock | $ 7,500,000 | ||||
Purchase price per share | $ 4 | ||||
Preferred stock issued | 1,875,000 |
Quarterly Results (Details Narr
Quarterly Results (Details Narrative) | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Quarterly Results | |
Proceeds from sale of lots | $ 80,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2008 | |
Accrued interest paid | $ 50,000 | $ 125,000 | |||
Accrued interest remaining | $ 52,740,000 | 52,790,000 | |||
Messrs. Love and Schiffer | |||||
Ownership percentage | 90.00% | ||||
LREC | |||||
Consulting fees related party | $ 300 | 1,000 | |||
Carrying value of company assets | 68,000 | 95,000 | |||
Service fee paid | $ 24,000 | 33,600 | |||
Description of transaction | the Company receives office space, telephone service and computer service from LREC. A fee of $2,000 per month was accrued in 2021 and $2,800 in 2020 | ||||
Former Chairman And Family | |||||
Outstanding principal plus accrued interest | $ 672,000 | 663,000 | |||
Outstanding principal | 176,000 | 176,000 | |||
Accrued interest on outstanding principal | 496,000 | 486,000 | |||
Interest accrued | 9,000 | $ 10,000 | |||
LIC | |||||
Due to related party | $ 703,000 | ||||
Love-1989 | |||||
Due to related party | $ 797,000 | ||||
PGIP | |||||
Due to related party default amount | $ 1,500,000 | ||||
Payments made to related party | $ 1,500,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash | $ 58 | $ 81 |
Carrying Amount | ||
Cash | 58 | 81 |
Accounts payable | 0 | 3 |
Debt | 9,223 | 9,223 |
Fair Value | ||
Cash | 58 | 81 |
Accounts payable | 0 | 3 |
Debt | $ 0 | $ 0 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net Loss | $ (1,412) | $ (1,105) |
Preferred dividends | (640) | (640) |
Loss available to common shareholders | $ (2,052) | $ (1,745) |
Denominator: | ||
Weighted average amount of shares outstanding, basic and diluted | 5,317,758 | 5,317,758 |
Loss per share | ||
Basic | $ (0.39) | $ (0.33) |
Diluted | $ (0.39) | $ (0.33) |