10-Q

U.S SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 – Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to _____________________

Commission File Number 1-6471

PGI INCORPORATED

(Exact name of registrant as specified in its charter)

FLORIDA	59-0867335
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

212 SOUTH CENTRAL, SUITE 100, ST. LOUIS, MISSOURI 63105

(Address of principal executive offices)

(314) 512-8650

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes  þ No o

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 þ  No o

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(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 o No þ

State the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of May 14, 2013, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.

PGI INCORPORATED AND SUBSIDIARIES

Form 10 – Q

For the Quarter Ended March 31, 2013

Table of Contents

			Form 10 - Q Page No.
PART I		FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Statements of Financial Position March 31, 2013 (Unaudited) and December 31, 2012		3
		Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2013 and 2012		4
		Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2013 and 2012		5
		Notes to Condensed Consolidated Financial Statements (Unaudited)		6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		11
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
	Item 4.	Controls and Procedures		14
PART II		OTHER INFORMATION
	Item 1.	Legal Proceedings		15
	Item1A.	Risk Factors		15
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
	Item 3.	Defaults Upon Senior Securities		15
	Item 4.	Mine Safety Disclosures		15
	Item 5.	Other Information		15
	Item 6.	Exhibits		15
SIGNATURE				16
EXHIBIT INDEX				17

2

PART I  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

PGI INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

(Unaudited)

	March 31,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Cash	$	1		$	1
Restricted cash		5			5
Receivables-related party		512			543
Land and improvement inventories		639			639
Other assets		186			187
	$	1,343		$	1,375
LIABILITIES
Accounts payable and accrued expenses	$	215		$	211
Accrued real estate taxes		2			8
Accrued interest:
Primary lender-related party		334			324
Subordinated convertible debentures		20,092			19,792
Convertible debentures-related party		36,897			35,598
Other		2,912			2,896
Credit agreements:
Primary lender-related party		500			500
Notes payable		1,198			1,198
Subordinated convertible debentures payable		9,059			9,059
Convertible debentures payable-related party		1,500			1,500
		72,709			71,086
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		(87,396	)		(85,741	)
		(71,366	)		(69,711	)
	$	1,343		$	1,375

See accompanying notes to Condensed Consolidated Financial Statements.

3

PART I  FINANCIAL INFORMATION (CONTINUED)

PGI INCORPORATED AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,			March 31,
	2013			2012
REVENUES
Interest income-related party		4			8
		4			8
COSTS AND EXPENSES
Interest		316			309
Interest-related party		1,308			1,142
Taxes and assessments		2			2
Consulting and accounting-
related party		10			10
Legal and professional		4			4
General and administrative		19			18
		1,659			1,485
NET LOSS	$	(1,655	)	$	(1,477	)
NET LOSS PER SHARE (*)
AVAILABLE TO COMMON
STOCKHOLDERS-Basic and diluted	$	(.34	)	$	(.31	)

* Considers the effect of cumulative preferred dividends in arrears for the three months ended March 31, 2013 and 2012.

See accompanying notes to Condensed Consolidated Financial Statements.

4

PART I  FINANCIAL INFORMATION (CONTINUED)

PGI INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

(Unaudited)

	Three Months Ended
	March 31,			March 31,
	2013			2012
Net cash used in operating activities	$	(30	)	$	(26	)
Cash flows from investing activities:
Proceeds from notes receivable-related party		30			26
Net cash provided by investing activities		30			26
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

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

(1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements of PGI Incorporated 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, 2012. 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 2012 filed with the Securities and Exchange Commission. The condensed consolidated balance sheet as of December 31, 2012 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, 2012, 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, 2013 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2013 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 and common stock equivalents outstanding. The average number of common shares outstanding for the three months ended March 31, 2013 and 2012 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, 2013 and 2012, 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, 2013 and 2012.

	Three Months Ended
	March 31, 2013			March 31, 2012
Net Loss	$	(1,655,000	)	$	(1,477,000	)
Preferred Dividends		(160,000	)		(160,000	)
Loss Available to Common Shareholders	$	(1,815,000	)	$	(1,637,000	)
Weighted Average Number Of Common Shares Outstanding		5,317,758			5,317,758
Basic and Diluted Loss Per Share	$	(.34	)	$	(.31	)

(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, 2013 and March 31, 2012.

(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, 2013		December 31, 2012
	($ in thousands)
Notes receivable – related party	$	512	$	542
Interest receivable – related party		-		1
	$	512	$	543

(6) Land and Improvements Land and improvement inventories consisted of:

	March 31,		December 31,
	2013		2012
	($ in thousands)
Unimproved land	$	625	$	625
Fully improved land		14		14
	$	639	$	639

(7) Other Assets Other assets consisted of:

	March 31,		December 31,
	2013		2012
	($ in thousands)
Deposit with Trustee of 6-1/2% debentures	$	184	$	184
Prepaid expenses		1		2
Deferred charges		1		1
	$	186	$	187

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, 2013		December 31, 2012
	($ in thousands)
Accounts payable	$	4	$	-
Accrued audit & professional		34		36
Accrued consulting fees-related party		1		1
Environmental remediation obligations		70		70
Accrued debenture fees		105		103
Accrued miscellaneous		1		1
	$	215	$	211
Accrued real estate taxes consisted of:
Current real estate taxes	$	2	$	8

(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,
	2013		2012
	($ in thousands)
Credit agreements – primary lender- related party:
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 related party:
At 14% interest; due July 8, 1997,
convertible into shares of common stock		1,500		1,500
at $1.72 per share	$	12,257	$	12,257

9

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(10) Income Taxes At December 31, 2012, the Company had an operating loss carryforward of approximately $47,445,000 available to reduce future taxable income. These operating losses expire at various dates through 2032. The following summarizes the temporary differences of the Company at March 31, 2013 and December 31, 2012 at the current statutory rate:

	March 31, 2013			December 31, 2012
	($ in thousands)
Deferred tax asset:
Net operating loss carry forward	$	18,658		$	18,029
Adjustments to reduce land to net realizable value		12			12
Expenses capitalized under IRC 263(a)		56			56
Environmental liability		27			27
Valuation allowance		(18,581	)		(17,952	)
		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, 2013 and December 31, 2012 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, 2013, 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, which totals approximately 60 acres, 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 2013 decreased by $4,000 to $4,000 from $8,000 for the comparable 2012 period primarily as a result of a decrease in interest income due to a lower balance on the short-term note receivable with Love Investment Company (“LIC”), an affiliate of L-PGI, the Company’s primary preferred stock shareholder. In addition, the interest rate under the terms of such note receivable dropped to 3.25% during the first three months of 2013 as compared to 5% during the first three months of 2012. Expenses for the three month period ended March 31, 2013 increased by $174,000 when compared to the same period in 2012 resulting from an increase in interest expense of $173,000 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 2012 for accrued but unpaid interest. As a result, a net loss of $1,655,000 was incurred for the first three months of 2013 compared to a net loss of $1,477,000 for the first three months of 2012. After consideration of cumulative preferred dividends in arrears, totaling $160,000 for each of the three months ended March 31, 2013 and 2012, with respect to the Class A Preferred Stock, a net loss per share of $(.34) and $(.31) was reported for the three month periods ended March 31, 2013 and 2012, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through March 31, 2013 is $11,475,000.

Interest expense during the three month period ended March 31, 2013 increased by $173,000 when compared to the same period in 2012. This increase is a result of interest accruing on higher past due balances under the various credit agreements, notes payable and debentures which has 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, 2013, 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, 2013 and December 31, 2012. The Company did not utilize any of the restricted escrow funds during the first quarter of 2013 or 2012.

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, 2013, the Company’s net cash used in operating activities was $30,000 compared to $26,000 for the comparable 2012 period. Net cash provided from investing activities during the three months ended March 31, 2013 and March 31, 2012 consisted of $30,000 and $26,000, 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 $32,000 at March 31, 2013 compared to total assets at December 31, 2012, reflecting the following changes:

	March 31, 2013		December 31, 2012		Increase (Decrease)
	($ in thousands)
Cash and cash equivalents	$	1	$	1	$	-
Restricted cash		5		5		-
Receivables-related party		512		543		(31	)
Land and improvement inventories		639		639		-
Other assets		186		187		(1	)
	$	1,343	$	1,375	$	(32	)

During the three month period ended March 31, 2013, the amount of receivables decreased by $31,000 due to the Company’s receipt of principal and accrued interest payments from LIC , a related party, under the note receivable from LIC,  and the amount of the other assets decreased by $1,000 due to the utilization of prepaid expenses for insurance.

12

PGI INCORPORATED AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Liabilities were approximately $72.7 million at March 31, 2013 compared to approximately $71.1 million at December 31, 2012, reflecting the following changes:

	March 31, 2013		December 31, 2012		Increase (Decrease)
	($ in thousands)
Accounts payable & accrued expenses	$	215	$	211	$	4
Accrued real estate taxes		2		8		(6	)
Accrued interest		60,235		58,610		1,625
Credit agreements – primary lender-
related party		500		500		-
Notes payable		1,198		1,198		-
Subordinated convertible
debentures payable		9,059		9,059		-
Convertible debentures payable-related
party		1,500		1,500		-
	$	72,709	$	71,086	$	1,623

During the three month period ended March 31, 2013 the amount of accounts payable and accrued expenses increased by $4,000 primarily due to the accrual of $2,000 in annual administration fees relating to the 6% subordinated convertible debentures and $1,000 in expenses relating to a cell tower lease on a parcel located in Citrus County, Florida which is not expected to produce income until 2014. The lease was executed as of May 1, 2013 and rent of $1,800 per month will begin to be paid by the lessee to the Company upon the earlier of issuance of a building permit for such tower or 18 months after May 1, 2013. The lease term is 10 years with six successive five year renewal periods. There have been no payments of the cumulative debenture administration fees in 2013 or 2012. Accrued real estate taxes decreased by $6,000 during the three month period ended March 31, 2013 due to the payment of previously accrued real estate taxes.

Accrued interest increased during the three month period ended March 31, 2013 by $1.625 million due to the amount of interest expense for such period. During the three month periods ended March 31, 2013 and March 31, 2012, the Company made no interest payments on its various credit agreements, notes payable and debentures.

The Company remains totally dependent upon the sale of parcels of its various properties to fund its operations and with respect to its ability to make any future debt service payments or any future preferred dividend payments. The Company also receives principal repayment and interest proceeds from its note receivable due from LIC, a related party, on an as needed basis to fund its operating activities.

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, 2013
	Principal		Accrued
	Amount Due		Interest
	($ in thousands)
Subordinated convertible debentures:
At 6 ½%, due June 1, 1991	$	1,034	$	1,631
At 6%, due May 1, 1992		8,025		18,461
	$	9,059	$	20,092

13

PGI INCORPORATED AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Collateralized convertible debentures:
At 14%, due July 8, 1997	$	1,500	$	36,897
Notes Payable:
At prime plus 2%	$	1,176	$	2,912
Non-interest bearing		22		-
	$	1,198	$	2,912
Primary Lender-related party:	$	500	$	334

The Company does not have sufficient funds available to satisfy either principal or interest obligations on the above indebtedness, debentures and notes payable or any arrearage in preferred dividends.

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, 2012.

 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, 2013. There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2013 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

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 1A.  RISK FACTORS

Not applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

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

15

PGI INCORPORATED AND SUBSIDIARIES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PGI INCORPORATED
(Registrant)
Date: May 14, 2013	/s/ Laurence A. Schiffer
	Laurence A. Schiffer
	President
	(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

16

PGI INCORPORATED AND SUBSIDIARIES

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

· Furnished with this report.

17

EX-31.1

EXHIBIT 31(i).1

RULE 13a – 14(a)

CERTIFICATION

I, Laurence A. Schiffer, certify that;

1.   I have reviewed this quarterly report on Form 10-Q of PGI Incorporated;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Laurence A Schiffer	May 14, 2013
Laurence A. Schiffer
Principal Executive Officer

EX-31.2

EXHIBIT 31(i).2

RULE 13a – 14(a)

CERTIFICATION

I, Laurence A. Schiffer, certify that;

1.   I have reviewed this quarterly report on Form 10-Q of PGI Incorporated;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Laurence A Schiffer	May 14, 2013
Laurence A. Schiffer
Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350*

In connection with the Quarterly Report of PGI Incorporated (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence A. Schiffer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d) , as applicable, of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Laurence A Schiffer	May 14, 2013
Laurence A. Schiffer
Chief Executive Officer (Principal Executive Officer)

*A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350*

In connection with the Quarterly Report of PGI Incorporated (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laurence A. Schiffer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Laurence A. Schiffer	May 14, 2013
Laurence A. Schiffer
Chief Financial Officer (Principal Financial Officer)

*A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the Securities and Exchange Commission or its staff upon request.

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5. Receivables (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012
Net receivables consisted of
Notes receivable related party	$ 512		$ 542
Interest receivable related party			1
Total Receivables	$ 512	$ 543	$ 543

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4. Restricted Cash

3 Months Ended

Mar. 31, 2013

Cash and Cash Equivalents [Abstract]

Restricted Cash

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

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9. Primary Lender Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Credit agreements primary lender:
Primary lender related party debt, 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
Total, Primary lender debt and notes payable	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
Subordinated convertible debentures payable	9,059	9,059
Collateralized convertible debentures payable-related party:
At 14% interest; due July 8, 1997 convertible into shares of common stock at $1.72 per share	1,500	1,500
Total	$ 12,257	$ 12,257

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8. Accounts Payable and Accrued Expenses (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accounts payable and accrued expenses
Accounts payable	$ 4
Accrued audit & professional	34	36
Accrued consulting fees-related party	1	1
Environmental remediation obligations	70	70
Accrued debenture fees	105	103
Accrued miscellaneous	1	1
Total	215	211
Accrued real estate taxes consisted of:
Current real estate taxes	$ 2	$ 8

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10. Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Deferred tax asset:
Net operating loss carryforward	$ 18,658	$ 18,029
Adjustments to reduce land to net realizable value	12	12
Expenses capitalized under IRC 263(a)	56	56
Environmental liability	27	27
Valuation allowance	(18,581)	(17,952)
Total tax asset	172	172
Deferred tax liability:
Basis difference of land and improvement inventories	172	172
Net deferred tax asset

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2. Per Share Data (Details Narrative)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Per Share Data Details Narrative
Average number of common shares outstanding	5,317,758	5,317,758

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3. Statement of Cash Flows

3 Months Ended

Mar. 31, 2013

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 three-month periods ended March 31, 2013 and March 31, 2012.

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10. Income Tax (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Income Tax Details Narrative
Operating loss carryforward		$ 47,445,000
Operating losses expiry date	Expires at various dates through 2032

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash	$ 1	$ 1
Restricted cash	5	5
Receivables-related party	512	543
Land and improvement inventories	639	639
Other assets	186	187
Total Assets	1,343	1,375
LIABILITIES
Accounts payable and accrued expenses	215	211
Accrued real estate taxes	2	8
Primary lender-related party	334	324
Subordinated convertible debentures	20,092	19,792
Convertible debentures-related party	36,897	35,598
Other	2,912	2,896
Primary lender-related party	500	500
Notes payable	1,198	1,198
Subordinated convertible debentures payable	9,059	9,059
Convertible debentures payable-related party	1,500	1,500
Liabilities Total	72,709	71,086
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	(87,396)	(85,741)
Total stockholders' deficiency	(71,366)	(69,711)
Total liabilities and stockholders' deficiency	$ 1,343	$ 1,375

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1. Basis of Presentation

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

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, 2012.

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 2012 filed with the Securities and Exchange Commission.

The condensed consolidated balance sheet as of December 31, 2012 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, 2012, 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, 2013 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2013 or any other interim period.

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

3 Months Ended

Mar. 31, 2013

Primary Lender Credit Agreements Notes Payable Subordinated And Convertible Debentures Payable

Credit agreements with the Company primary lender and notes payable

	March 31,		December 31,
	2013		2012
	($ in thousands)
Credit agreements – primary lender- related party:
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 related party:
At 14% interest; due July 8, 1997,
convertible into shares of common stock		1,500		1,500

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2. Per Share Data (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Basic and Diluted loss per share
Net Loss	$ (1,655,000)	$ (1,477,000)
Preferred Dividends	(160,000)	(160,000)
Loss Available to Common Shareholders	$ (1,815,000)	$ (1,637,000)
Weighted Average Number of Common Shares Outstanding	5,317,758	5,317,758
Basic and Diluted Loss Per Share	$ (0.34)	$ (0.31)

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2. Per Share Data

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Per Share Data

 (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 and common stock equivalents outstanding. The average number of common shares outstanding for the three months ended March 31, 2013 and 2012 was 5,317,758.

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, 2013 and 2012, 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, 2013 and 2012.

	Three Months Ended
	March 31, 2013			March 31, 2012
Net Loss	$	(1,655,000	)	$	(1,477,000	)
Preferred Dividends		(160,000	)		(160,000	)
Loss Available to Common Shareholders	$	(1,815,000	)	$	(1,637,000	)
Weighted Average Number Of Common Shares Outstanding		5,317,758			5,317,758
Basic and Diluted Loss Per Share	$	(.34	)	$	(.31	)

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
STOCKHOLDERS' DEFICIENCY
Preferred stock, par value	$ 1	$ 1
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, liquidation preference (excluding cumulative dividends)	$ 8,000,000	$ 8,000,000
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
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

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2. Per Share Data (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Summary of the calculations used in computing basic and diluted loss per share

	Three Months Ended
	March 31, 2013			March 31, 2012
Net Loss	$	(1,655,000	)	$	(1,477,000	)
Preferred Dividends		(160,000	)		(160,000	)
Loss Available to Common Shareholders	$	(1,815,000	)	$	(1,637,000	)
Weighted Average Number Of Common Shares Outstanding		5,317,758			5,317,758
Basic and Diluted Loss Per Share	$	(.34	)	$	(.31	)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 14, 2013
Document And Entity Information
Entity Registrant Name	PGI INC
Entity Central Index Key	0000081157
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,317,758
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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5. Receivables (Tables)

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Receivables

Net receivables consisted of:	March 31, 2013		December 31, 2012
	($ in thousands)
Notes receivable – related party	$	512	$	542
Interest receivable – related party		-		1
	$	512	$	543

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
REVENUES
Interest income-related party	$ 4	$ 8
Total Revenues	4	8
COSTS AND EXPENSES
Interest	316	309
Interest-related party	1,308	1,142
Taxes and assessments	2	2
Consulting and accounting-related party	10	10
Legal and professional	4	4
General and administrative	19	18
Total costs and expenses	1,659	1,485
NET LOSS	$ (1,655)	$ (1,477)
AVAILABLE TO COMMON STOCKHOLDERS-Basic and diluted	$ (0.34)	$ (0.31)

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7. Other Assets

3 Months Ended

Mar. 31, 2013

Other Assets [Abstract]

Other Assets

Other assets consisted of:	March 31,		December 31,
	2013		2012
	($ in thousands)
Deposit with Trustee of 6-1/2% debentures	$	184	$	184
Prepaid expenses		1		2
Deferred charges		1		1
	$	186	$	187

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6. Land and Improvements

3 Months Ended

Mar. 31, 2013

Real Estate [Abstract]

Land and Improvements

Land and improvement inventories consisted of:	March 31,		December 31,
	2013		2012
	($ in thousands)
Unimproved land	$	625	$	625
Fully improved land		14		14
	$	639	$	639

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10. Income Taxes (Tables)

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Summary of the temporary differences

	March 31, 2013			December 31, 2012
	($ in thousands)
Deferred tax asset:
Net operating loss carry forward	$	18,658		$	18,029
Adjustments to reduce land to net realizable value		12			12
Expenses capitalized under IRC 263(a)		56			56
Environmental liability		27			27
Valuation allowance		(18,581	)		(17,952	)
		172			172
Deferred tax liability:
Basis difference of land and improvement inventories		172			172
Net deferred tax asset	$	-		$	-

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6. Land and Improvements (Tables)

3 Months Ended

Mar. 31, 2013

Real Estate [Abstract]

Land and improvement inventories

	March 31,		December 31,
	2013		2012
	($ in thousands)
Unimproved land	$	625	$	625
Fully improved land		14		14
	$	639	$	639

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10. Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

At December 31, 2012, the Company had an operating loss carryforward of approximately $47,445,000 available to reduce future taxable income. These operating losses expire at various dates through 2032.

The following summarizes the temporary differences of the Company at March 31, 2013 and December 31, 2012 at the current statutory rate:

	March 31, 2013			December 31, 2012
	($ in thousands)
Deferred tax asset:
Net operating loss carry forward	$	18,658		$	18,029
Adjustments to reduce land to net realizable value		12			12
Expenses capitalized under IRC 263(a)		56			56
Environmental liability		27			27
Valuation allowance		(18,581	)		(17,952	)
		172			172
Deferred tax liability:
Basis difference of land and improvement inventories		172			172
Net deferred tax asset	$	-		$	-

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8. Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

(8)   Accounts payable and accrued expenses consisted of:

	March 31, 2013		December 31, 2012
	($ in thousands)
Accounts payable	$	4	$	-
Accrued audit & professional		34		36
Accrued consulting fees-related party		1		1
Environmental remediation obligations		70		70
Accrued debenture fees		105		103
Accrued miscellaneous		1		1
	$	215	$	211
Accrued real estate taxes consisted of:
Current real estate taxes	$	2	$	8

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

3 Months Ended

Mar. 31, 2013

Primary Lender Credit Agreements Notes Payable Subordinated And Convertible Debentures Payable

Primary Lender Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

(9) Credit agreements with the Company’s primary lender and notes payable consisted of the following:
	March 31,		December 31,
	2013		2012
	($ in thousands)
Credit agreements – primary lender- related party:
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 related party:
At 14% interest; due July 8, 1997,
convertible into shares of common stock		1,500		1,500
at $1.72 per share	$	12,257	$	12,257

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11. Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

11. Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at March 31, 2013 and December 31, 2012 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.

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8. Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Accounts payable and accrued expenses consist

	March 31, 2013		December 31, 2012
	($ in thousands)
Accounts payable	$	4	$	-
Accrued audit & professional		34		36
Accrued consulting fees-related party		1		1
Environmental remediation obligations		70		70
Accrued debenture fees		105		103
Accrued miscellaneous		1		1
	$	215	$	211
Accrued real estate taxes consisted of:
Current real estate taxes	$	2	$	8

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6. Land and Improvements (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Mar. 31, 2012
Land and improvement inventories
Unimproved land	$ 625	$ 625
Fully improved land	14	14
Total	$ 639	$ 639

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement of Cash Flows [Abstract]
Net cash flow used in operating activities	$ (30)	$ (26)
Cash flows from investing activities:
Proceeds from notes receivable-related party	30	26
Net cash provided by investing activities	30	26
Net change in cash
Cash at beginning of period	1	1
Cash at end of period	$ 1	$ 1

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5. Receivables

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Receivables

Net receivables consisted of:	March 31, 2013		December 31, 2012
	($ in thousands)
Notes receivable – related party	$	512	$	542
Interest receivable – related party		-		1
	$	512	$	543

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7. Other Assets (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other assets consisted of:
Deposit with Trustee of 6-1/2% debentures	$ 184	$ 184
Prepaid expenses	1	2
Deferred charges	1	1
Total Other Assets	$ 186	$ 187

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7. Other Assets (Tables)

3 Months Ended

Mar. 31, 2013

Other Assets [Abstract]

Other assets consist

Other assets consisted of:	March 31,		December 31,
	2013		2012
	($ in thousands)
Deposit with Trustee of 6-1/2% debentures	$	184	$	184
Prepaid expenses		1		2
Deferred charges		1		1
	$	186	$	187