PGI INC - FORM 10-Q - May 16, 2011

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U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10 – Q
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934
 
For the quarterly period ended    March 31, 2011 


  o
TRANSITION REPORT PURSUANT TO 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 100, ST. LOUIS, MISSOURI  63105
(Address of principal executive offices)

(314) 512-8650
(Registrant's telephone number)

 N/A
(Former Name, Former Address and Former Fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes       X        No                  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes______ No _______

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer__________                                                                             Accelerated filer__________
          Non-accelerated filer____________                  Smaller reporting company      X      
           (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes_______ No      X       

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of May 16, 2011, there were 5,317,758 shares of the issuer’s common stock, $.10 par value per share, outstanding.

 
1
 
 
PGI INCORPORATED AND SUBSIDIARIES
Form 10 – Q
For the Quarter Ended March 31, 2011

Table of Contents
     
Form 10 - Q
Page No.
   
       
 
 
 
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6
       
 
 
 
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14
       
 
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15
       
 
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15
       
 
15
     
 
16
       
 
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2
 


PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in thousands)
   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
(Unaudited)
        
ASSETS
            
Cash
   $ 1     $ 1  
Restricted cash
     5       5  
Receivables
     694       705  
Land and improvement inventories
     639       639  
Other assets
     186       189  
    $ 1,525     $ 1,539  
                 
LIABILITIES
                
Accounts payable and accrued expenses
   $ 120     $ 121  
Accrued real estate taxes
     2       9  
Accrued interest:
                
Primary lender
     250       240  
Debentures
     45,393       44,121  
Other
     2,788       2,773  
Credit agreements:
                
Primary lender
     500       500  
Notes payable
     1,198       1,198  
Subordinated convertible debentures payable
     9,059       9,059  
Convertible debentures payable
      1,500       1,500  
      60,810       59,521  
                 
STOCKHOLDERS’ DEFICIENCY
                
Preferred stock, par value $1.00 per share; authorized 5,000,000 shares; 2,000,000
                
Class A cumulative convertible shares issued and outstanding; (liquidation preference
of $8,000,000 and cumulative dividends)
     2,000       2,000  
Common stock, par value $.10 per share; authorized  25,000,000 shares; 5,317,758 shares
issued and outstanding
     532       532  
Paid-in capital
     13,498       13,498  
Accumulated deficit
     (75,315 )     (74,012 )
      (59,285 )     (57,982 )
    $ 1,525     $ 1,539  

See accompanying notes to Condensed Consolidated Financial Statements.


 
3
 

Part I      Financial Information (Continued)

($ in thousands, except per share data)
(Unaudited)

   
Three Months Ended
  
   
March 31,
    
March 31,
  
   
2011
    
2010
  
REVENUES
            
Real estate sales
   $ 16     $ -  
Interest income
     10       12  
      26       12  
                 
COSTS AND EXPENSES
                
Cost of real estate sales
   $ 1     $ -  
Interest
     1,298       1,164  
Taxes and assessments
     2       3  
Consulting and accounting
     10       10  
Legal and professional
     2       4  
General and administrative
     16       15  
       1,329        1,196  
NET LOSS
   $ (1,303 )   $ (1,184 )
                 
NET LOSS PER SHARE (*) AVAILABLE TO COMMON
                
STOCKHOLDERS-Basic and diluted
   $ (.28 )   $ (.25 )

 
* Considers the effect of cumulative preferred dividends in arrears for the three months ended March 31, 2011 and 2010.

 
See accompanying notes to Condensed Consolidated Financial Statements


 
4
 

Part I      Financial Information (Continued)

($ in thousands)
(Unaudited)

   
Three Months Ended
  
   
March 31,
    
March 31,
  
   
2011
    
2010
  
             
Net cash used in operating activities
   $ (11 )   $ (5 )
                 
Cash flows from investing activities:
                
Proceeds from notes receivable
     11       5  
Net cash provided by investing activities
     11       5  
                 
Net change in cash
     -       -  
                 
Cash at beginning of period
      1       1  
                 
Cash at end of period
   $ 1     $ 1  

See accompanying notes to Condensed Consolidated Financial Statements

 
5
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1)
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of PGI Incorporated and its subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10 - Q and therefore do not include all disclosures necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles.  The Company's independent registered public accounting firm included an explanatory paragraph regarding the Company's ability to continue as a going concern in their opinion on the Company's consolidated financial statements for the year ended December 31, 2010.

Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2010 filed with the Securities and Exchange Commission.

The condensed consolidated balance sheet as of December 31, 2010 has been derived from the audited consolidated balance sheet as of that date.

The Company remains in default under the indentures governing its unsecured subordinated debentures and collateralized convertible debentures and in default of its primary debt obligations.  (See Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes 7, 8, and 9 to the Company's consolidated financial statements for the year ended December 31, 2010, as contained in the Company's Annual Report on Form 10 - K).

All adjustments (consisting of only normal recurring accruals) necessary for fair presentation of financial position, results of operations and cash flows have been made.  The results for the three months ended March 31, 2011 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2011 or any other interim period.

 (2)
Per Share Data

Basic per share amounts are computed by dividing net income (loss), after considering current period dividends on the Company's preferred stock, by the average number of common shares. The average number of common shares outstanding for the three months ended March 31, 2011 and 2010 was 5,317,758.

 
6
 


PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)

Diluted per share amounts are computed by dividing net income (loss) by the average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and collateralized convertible debentures into shares of common stock.  For the three months ended March 31, 2011 and 2010, the assumed conversion of all cumulative convertible preferred stock and collateralized convertible debentures would have been anti-dilutive.

The following is a summary of the calculations used in computing basic and diluted (loss) per share for the three months ended March 31, 2011 and 2010.

   
Three Months Ended
  
   
March 31, 2011
    
March 31,
2010
  
Net Loss
   $ (1,303,000 )   $ (1,184,000 )
Preferred Dividends
     (160,000 )     (160,000 )
Loss Available to Common Shareholders
   $ (1,463,000 )   $ (1,344,000 )
Weighted Average Number Of Common Shares Outstanding
     5,317,758       5,317,758  
Basic and Diluted Loss Per Share
   $ (.28 )   $ (.25 )

(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 three-month periods ended March 31, 2011 and March 31, 2010.

(4)          Restricted Cash

Restricted cash includes restricted proceeds held by the primary lender as collateral for debt repayment.
 

 
7
 

PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(5)    Receivables
Net receivables consisted of:
            
   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
($ in thousands)
  
Notes receivable – related party
   $ 693     $ 704  
Interest receivable – related party
     1       1  
    $ 694     $ 705  
                 
(6)    Land and Improvements
 
Land and improvement inventories consisted of:
    
   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
($ in thousands)
  
Unimproved land
   $ 625     $ 625  
Fully improved land
     14       14  
    $ 639     $ 639  
                 
(7)    Other Assets
 
Other assets consisted of:
    
   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
($ in thousands)
  
Deposit with Trustee of 6-1/2% debentures
   $ 184     $ 184  
Other
     2       5  
    $ 186     $ 189  

 
8
 
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)

(8)
Accounts Payable and Accrued Expenses
 Accounts payable and accrued expenses consisted of:
            
 
   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
($ in thousands)
  
Accounts payable
   $ 10     $ 12  
Accrued audit & professional
     36       36  
Accrued consulting fees
     3       2  
Accrued miscellaneous
     71       71  
    $ 120     $ 121  
                 
Accrued real estate taxes consisted of:
                
Current real estate taxes
   $ 2     $ 9  



 (9)
Primary Lender Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

 Credit agreements with the Company’s primary lender and notes payable consisted of the following:

   
March 31,
    
December 31,
  
   
2011
    
2010
  
   
($ in thousands)
  
Credit agreements – primary lender:
            
balance is past due, bearing interest at prime plus 5%
   $ 500     $ 500  
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past due
     1,198       1,198  
      1,698       1,698  
                 
Subordinated debentures payable:
                
                 
At 6-1/2% interest; due June 1, 1991
     1,034       1,034  
At 6% interest; due May 1, 1992
     8,025       8,025  
      9,059       9,059  
                 
Collateralized convertible debentures payable:
                
                 
At 14% interest; due July 8, 1997, convertible into shares of common stock at $1.72 per share
     1,500        1,500  
    $ 12,257     $ 12,257  


 
9
 

PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)

(10)
Income Taxes

At December 31, 2010, the Company had an operating loss carryforward of approximately $41,809,000 available to reduce future taxable income.  These operating losses expire at various dates through 2030.

The following summarizes the temporary differences of the Company at March 31, 2011 and December 31, 2010 at the current statutory rate:

     
March 31,
    
December 31,
  
     
2011
    
2010
  
     
($ in thousands)
  
Deferred tax asset:
              
Net operating loss carry forward
     $ 16,382     $ 15,887  
Adjustments to reduce land to net realizable value
       12       12  
Expenses capitalized under IRC 263(a)
       56       56  
Environmental liability
       27       27  
Valuation allowance
       (16,305 )     (15,810 )
          172       172  
                     
Deferred tax liability:
                  
Basis difference of land and improvement inventories
       172       172  
Net deferred tax asset
     $ -     $ -  

 
(11)        Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at March 31, 2011 and December 31, 2010 because of the short maturity of those instruments.  It was not practicable to estimate the fair value of the Company’s debt with its primary lender, its notes payable and its convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities.



 
10
 

PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Preliminary Note

The Company’s most valuable remaining asset is a parcel of 366 acres located in Hernando County, Florida.  As of March 31, 2011, the Company also owned 6 single-family lots, located in Citrus County, Florida.  In addition, the Company owns some minor parcels of real estate in Charlotte County and Citrus County, Florida, but these have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.

The 366-acre parcel in Hernando County is difficult to value because of uncertainty related to the possible extension of the Suncoast Expressway, which terminates on the south side of Route 98 opposite this property.  Planning continues for the proposed northward continuation of the Suncoast Expressway, and based on an endorsement in 2007 by the Citrus County Commission to re-adopt a project that was originally approved in 1998, the route that is presently believed to be the most probable is through the middle of this parcel of property.  However, until and unless the uncertainty regarding the future expansion of the Suncoast Expressway and the related prospect of an eminent domain taking of a significant portion of the parcel is resolved, planning with respect to this property is difficult.

Results of Operations

Revenues for the first three months of 2011 increased by $14,000 to $26,000 from $12,000 for the comparable 2010 period primarily as a result of real estate sales revenue of $16,000 from the sale of a single family lot in the current year.  In addition, there was a $2,000 decrease in interest income due to a lower short-term note receivable balance with Love Investment Company (“LIC”), an affiliate of L-PGI, the Company’s primary preferred stock shareholder.    Expenses for the three month period ended March 31, 2011 increased by $133,000 when compared to the same period in 2010 primarily resulting from an increase in interest expense of $134,000 due to interest accruing on higher past due balances under the various credit agreements, notes payable and debentures which increased over the same period in 2010 for accrued but unpaid interest.  As a result, a net loss of $1,303,000 was incurred for the first three months of 2011 compared to a net loss of $1,184,000 for the first three months of 2010.  After consideration of cumulative preferred dividends in arrears, totaling $160,000 for each of the three months ended March 31, 2011 and 2010 ($.03 per share of common stock), a net loss per share of $(.28) and $(.25) was reported for the three month periods ended March 31, 2011 and 2010, respectively.  The total cumulative preferred dividends in arrears through March 31, 2011 is $10,195,000.

In the first quarter of 2011, the Company completed the sale of a single family lot at the price of $16,000.  This lot was carried on the Company’s books at a minimal value.  There were no sales of real estate in 2010.

Interest expense during the first quarter of 2011 increased by $134,000 when compared to the same quarter for 2010 as a result of interest accruing on past due balances under the various credit agreements, notes payable and debentures which increased at various intervals during the year for accrued but unpaid interest.

 
11
 

PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)


As of March 31, 2011, the Company remained in default of its primary lender indebtedness with PGIP, LLC (“PGIP”) of $500,000, an entity related to L-PGI, as well as under its subordinated and convertible debentures and its notes payable. PGIP holds restricted funds of the Company pursuant to an escrow agreement whereby funds may be disbursed (i) as requested by the Company and agreed to by PGIP, (ii) as deemed necessary and appropriate by PGIP, to protect PGIP's interest in the Retained Acreage (as hereinafter defined), including PGIP's right to receive principal and interest under the note agreement securing the remaining indebtedness, or (iii) to PGIP to pay any other obligations owed to PGIP by the Company.  The restricted escrow funds held by PGIP were $5,000 at March 31, 2011 and December 31, 2010. The Company did not utilize any of the restricted escrow funds during the first quarter of 2011 or 2010.

The primary parcel of real estate owned by the Company, totaling 366 acres and located in Hernando County, Florida (the "Retained Acreage"), remains subject to the primary lender indebtedness.

Cash Flow Analysis
During the three month period ended March 31, 2011, the Company’s net cash used in operating activities was $11,000 compared to $5,000 for the comparable 2010 period.  Net cash provided from investing activities during the three months ended March 31, 2011 and March 31, 2010 consisted of $11,000 and $5,000, respectively, in note receivable proceeds received from LIC.  The Company receives proceeds from its notes receivable from LIC as needed to fund operating activities.

Analysis of Financial Condition

Total assets decreased by $14,000 at March 31, 2011 compared to total assets at December 31, 2010, reflecting the following changes:
 
     
March 31,
2011
      
December 31,
2010
      
Increase
(Decrease)
  
     
($ in thousands)
  
Cash and cash equivalents
   $ 1     $ 1     $ -  
Restricted cash
     5       5       -  
Receivables
     694       705       (11 )
Land and improvement inventories
     639       639       -  
Other assets
     186       189       (3 )
    $ 1,525     $ 1,539     $ (14 )
 
During the three month period ended March 31, 2011, the amount of receivables decreased by $11,000 due to the Company’s receipt of principal and interest payments from LIC under the note receivable from LIC.

 
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PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Liabilities were approximately $60.8 million at March 31, 2011 compared to approximately $59.5 million at December 31, 2010, reflecting the following changes:
 
   
March 31,
2011
    
December 31,
2010
    
Increase
(Decrease)
  
   
($ in thousands)
  
Accounts payable & accrued expenses
   $ 120     $ 121     $ (1 )
Accrued real estate taxes
     2       9       (7 )
Accrued interest
     48,431       47,134       1,297  
Credit agreements – primary lender
     500       500       -  
Notes payable
     1,198       1,198       -  
Subordinated convertible
                        
   debentures payable
     9,059       9,059       -  
Convertible debentures payable
     1,500       1,500       -  
    $ 60,810     $ 59,521     $ 1,289  

       During the three month period ended March 31, 2011, the amount of accounts payable and accrued expenses including accrued real estate taxes decreased by $8,000 due to timing differences.  Accrued interest increased by $1.297 million due to the amount of interest expense for such period.

The Company remains totally dependent upon the sale of its parcels of its various properties to fund its operations and debt service requirements.  The Company also receives repayment proceeds from its note receivable due from LIC on an as needed basis to fund its operating activites.

The Company remains in default on the entire principal amount plus interest (including certain sinking fund and interest payments with respect to its subordinated debentures) of its subordinated and convertible debentures and notes payable, as well as its primary lender indebtedness with PGIP.  The principal and accrued interest amounts due are as indicated in the following table:

   
March 31, 2011
  
   
Principal
    
Accrued
  
   
Amount Due
    
Interest
  
   
($ in thousands)
  
Subordinated convertible debentures:
            
At 6 ½%, due June 1, 1991
   $ 1,034     $ 1,488  
At 6%, due May 1, 1992
     8,025       16,246  
    $ 9,059     $ 17,734  
                 
Collateralized convertible debentures:
                
At 14%, due July 8, 1997
   $ 1,500     $ 27,659  
                 
Notes Payable:
                
At prime plus 2%
   $ 1,176     $ 2,788  
Non-interest bearing
     22       -  
    $ 1,198     $ 2,788  


 
13
 



PGI INCORPORATED AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Primary Lender:                                                                          $      500                                   $      250

The Company does not have sufficient funds available to satisfy either principal or interest obligations on the above indebtedness, debentures and notes payable.
 
The Company's independent registered public accounting firm included an explanatory paragraph regarding the Company's ability to continue as a going concern in their opinion on the Company's consolidated financial statements for the year ended December 31, 2010.

 
Forward Looking Statements
The discussion set forth in this Item 2, as well as other portions of this Form 10-Q, may contain forward-looking statements.  Such statements are based upon the information currently available to management of the Company and management’s perception thereof as of the date of the Form 10-Q.  When used in this Form 10-Q, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking statements.  Such statements are subject to risks and uncertainties.  Actual results of the Company’s operations could materially differ from those forward-looking statements.  The differences could be caused by a number of factors or combination of factors including, but not limited to:  changes in the real estate market in Florida and the counties in which the Company owns any property; institution of legal action by the bondholders for collection of any amounts due under the subordinated or convertible debentures (notwithstanding the Company’s belief that at least a portion of such actions might be barred under applicable statute of limitations); continued failure by governmental authorities to make a decision with respect to the Suncoast Expressway as described under Item 2; changes in management strategy; and other factors set forth in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time.
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.   Controls and Procedures

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).  Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011.  There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
14
 

PGI INCORPORATED AND SUBSIDIARIES

PART II  OTHER INFORMATION


 The Company, to its knowledge, currently is not a party to any legal proceedings.


  Not applicable.


  Not applicable.


See discussion in Item 2 of Part 1 with respect to defaults under the Company's subordinated convertible debentures, collateralized convertible debentures and other indebtedness and with respect to cumulative preferred dividends in arrears, which discussions are incorporated herein by this reference.



  Not applicable.


 
Reference is made to the Exhibit Index hereof for a list of exhibits filed under this Item.



 
15
 


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: May 16, 2011
 /s/ Laurence A. Schiffer
 
Laurence A. Schiffer
 
President
 
(Duly Authorized Officer, Principal
Executive Officer and Principal
Financial Officer)


 
16
 

PGI INCORPORATED AND SUBSIDIARIES


2.
Inapplicable.
   
3.(i)
Inapplicable.
   
3.(ii)
Inapplicable.
   
4.
Inapplicable.
   
10.
Inapplicable.
   
11.
Statement re:  Computation of Per Share Earnings (Set forth in Note 2 of the Notes to Condensed Consolidated Financial Statements (Unaudited) herein).
   
15
Inapplicable.
   
18.
Inapplicable.
   
19.
Inapplicable.
   
22.
Inapplicable.
   
23.
Inapplicable.
   
24.
Inapplicable.
   
31(i).1
Principal Executive Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
   
31(i).2
Principal Financial Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
   
32.1
Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350.
   
32.2
Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350.
   
99.
Inapplicable
   
100.
Inapplicable


17
 

PGI INC Reports

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