10-Q

FORM 10-Q

U.S SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2021
☐	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 304, ST. LOUIS, Missouri 63105

(Address of principal executive offices)

(314) 512-8650

(Registrant’s telephone number, including area code)

Inapplicable

(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 ☒     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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Inapplicable	Inapplicable

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of November 15, 2021, 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 September 30, 2021

Table of Contents

		Form 10 - Q Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Financial Position  September 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations  Three and Nine Months Ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Stockholders’ Deficiency  Three Months Ended September 30, 2021 and 2020	6
	Nine Months Ended September 30, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURE		21
EXHIBIT INDEX		22

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
($ in thousands, except share and per share data)
	September 30,			December 31,
	2021			2020
ASSETS
Cash	$	50		$	81
Land inventory		14			14
	$	64		$	95
LIABILITIES
Accounts payable and accrued expenses	$	157		$	160
Accrued real estate taxes		4			4
Accrued interest:
Subordinated convertible debentures payable		29,165			28,137
Convertible debentures payable-related party		52,790			52,790
Notes payable		3,496			3,450
Credit agreements:
Notes payable		1,198			1,198
Subordinated convertible debentures payable		8,025			8,025
		94,835			93,764
STOCKHOLDERS' DEFICIENCY
Preferred stock, par value $1.00 per share; authorized 5,000,000 shares; 2,000,000 Class A cumulative convertible shares issued and outstanding; (liquidation preference of $8,000 plus unpaid cumulative dividends of $16,915)		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		(110,801	)		(109,699	)
		(94,771	)		(93,669	)
	$	64		$	95

See accompanying notes to Condensed Consolidated Financial Statements.

3

Part I Financial Information (Continued)

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except per share data)
	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020
REVENUES
Real estate sales	$	-		$	-		$	10		$	-
Other income		-			2			4			2
		-			2			14			2
COSTS AND EXPENSES
Interest		360			354			1,074			1,062
Forgiveness of debt and interest		-			(410	)		-			(410	)
Taxes and assessments		1			1			4			3
Consulting and accounting-related party		6			8			18			26
Legal and professional		1			1			1			36
General and administrative		8			6			19			20
		376			(40	)		1,116			737
NET LOSS	$	(376	)	$	42		$	(1,102	)	$	(735	)
NET LOSS PER SHARE(*) AVAILABLE TO COMMON STOCKHOLDERS-Basic and diluted	$	(0.10	)	$	(0.02	)	$	(0.30	)	$	(0.23	)

*Considers the effect of dividends on preferred stock for the three and nine months ended September 30, 2021 and 2020.

See accompanying notes to Condensed Consolidated Financial Statements.

4

Part I Financial Information (Continued)

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
($ in thousands)
	Nine Months Ended
	September 30,			September 30,
	2021			2020
Net cash used in operating activities	$	(31	)	$	(215	)
Net change in cash		(31	)		(215	)
Cash at beginning of period		81			309
Cash at end of period	$	50		$	94

See accompanying notes to Condensed Consolidated Financial Statements.

5

Part I Financial Information (Continued)

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)
Three Months ended September 30, 2021
($ in thousands, except share data)
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total
Balances at 6/30/21		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(110,425	)	$	(94,395	)
Net Loss		-		-		-		-		-		(376	)		(376	)
Balances at 9/30/21		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(110,801	)	$	(94,771	)

Three Months ended September 30, 2020
($ in thousands, except share data)
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total
Balances at 6/30/20		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(109,371	)	$	(93,341	)
Net Loss		-		-		-		-		-		42			42
Balances at 9/30/20		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(109,329	)	$	(93,299	)

See accompanying notes to Condensed Consolidated Financial Statements.

6

Part I Financial Information (Continued)

PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)
Nine Months ended September 30, 2021
($ in thousands, except share data)
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total
Balances at 1/1/21		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(109,699	)	$	(93,669	)
Net Loss		-		-		-		-		-		(1,102	)		(1,102	)
Balances at 9/30/21		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(110,801	)	$	(94,771	)

Nine Months ended September 30, 2020
($ in thousands, except share data)
	Preferred Stock				Common Stock				Paid-in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total
Balances at 1/1/20		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(108,594	)	$	(92,564	)
Net Loss		-		-		-		-		-		(735	)		(735	)
Balances at 9/30/20		2,000,000	$	2,000		5,317,758	$	532	$	13,498	$	(109,329	)	$	(93,299	)

See accompanying notes to Condensed Consolidated Financial Statements.

7

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 (“PGI”) and its subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10 - Q and therefore do not include all disclosures necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Company’s most recent audited financial statements are for the year ended December 31, 2018. As an Inactive Registrant, the year 2019 was reviewed by independent public accountants. For these years and for many years prior, the Company’s independent registered public accounting firm included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The Company was founded in 1958, and up until the mid 1990’s was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 30 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. The Company’s major efforts and activities have been, and continue to be, to sell the remaining assets of the Company, to repay its indebtedness, and to pay administrative costs of the Company. The potential values of the land parcels held for sale have been difficult to assess. The Company will seek to realize full market value for each remaining asset, the amounts realized may be at substantial variance from its present financial statement carrying value. Certain of these assets may be of so little value and marketability that the Company may elect not to pay the real estate taxes on selected parcels, which may eventually result in a de facto liquidation of such property by subjecting such property to a tax sale. In management’s judgement, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness and there will be no recoveries by the shareholders. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2020 filed with the Securities and Exchange Commission. The Company remains in default under the indentures governing its unsecured subordinated debentures. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 7, 8, and 9 to the Company’s consolidated financial statements for the year ended December 31, 2020, as contained in the Company’s Annual Report on Form 10 - K). All adjustments (consisting of only normal recurring accruals) necessary for fair presentation of financial position, results of operations and cash flows have been made. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2021 or any other interim period.

8

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(2)

Per Share Data

Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company’s preferred stock, by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for the three and nine months ended September 30, 2021 and 2020 was 5,317,758. Diluted per share amounts are computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and outstanding convertible debentures, if dilutive, into shares of common stock. For the three and nine months ended September 30, 2021 and 2020, the assumed conversion of all outstanding convertible preferred stock and collateralized convertible debentures would have been anti-dilutive. The following is a summary of the calculations used in computing basic and diluted loss per share for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020
	($ in thousands, except share and per share data)
Net Income (Loss)	$	(376	)	$	42		$	(1,102	)	$	(735	)
Preferred dividends		(160	)		(160	)		(480	)		(480	)
Loss Available to	$	(536	)	$	(118	)	$	(1,582	)	$	(1,215	)
Common shareholders
Basic and Diluted
Weighted Average Number
Of Common Shares
Outstanding		5,317,758			5,317,758			5,317,758			5,317,758
Basic and Diluted Loss
Per Common Share	$	(0.10	)	$	(0.02	)	$	(0.30	)	$	(0.23	)

9

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(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 nine month periods ended September 30, 2021 and 2020.

(4)	Land Inventory
	Land inventory consisted of

	September 30,		December 31,
	2021		2020
	($ in thousands)
Fully improved land	$	14	$	14

(5)	Accounts Payable and Accrued Expenses
	Accounts payable and accrued expenses consisted of:

	September 30,		December 31,
	2021		2020
	($ in thousands)
Accounts payable	$	-	$	3
Accrued tax preparation expense		3		3
Accrued debenture fees		153		153
Accrued miscellaneous		1		1
	$	157	$	160
Accrued real estate taxes consisted of:
Current real estate taxes	$	3	$	4
Delinquent real estate taxes		1		-
	$	4	$	4

10

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(6)	Credit Agreements: Notes Payable and Subordinated and Convertible Debentures Payable
	Credit agreements consisted of the following:

	September 30,		December 31,
	2021		2020
	($ in thousands)
Notes payable - $1,176,000 bearing
interest at prime plus 2%,
the remainder non-interest bearing,
all past due	$	1,198	$	1,198
Subordinated convertible debentures payable:
At 6% interest; due May 1992		8,025		8,025
		8,025		8,025
	$	9,223	$	9,223

(7)	Income Taxes
	At December 31, 2020, the Company had an operating loss carryforward of approximately $70,080,000 available to reduce future taxable income. These operating losses expire at various dates through 2038. The following summarizes the temporary differences of the Company at September 30, 2021 and December 31, 2020 at the statutory rate:

	September 30,			December 31,
	2021			2020
	($ in thousands)
Deferred tax asset
Net operating loss carryforward	$	18,077		$	17,801
Expenses capitalized under IRC 263(a)		37			37
Tax credits (AMT)		57			57
Valuation allowance		(18,171	)		(17,895	)
Total deferred tax asset		-			-

(8)

Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at September 30, 2021 and December 31, 2020 because of the short maturity of those instruments. It was not practicable to estimate the fair value of the Company’s notes payable and its convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities.

11

PGI INCORPORATED AND SUBSIDIARIES

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

Preliminary Note

The Company’s remaining land inventory consists of 6 single family lots, an approximate 7 acre parcel and some other minor parcels of real estate consisting of easements in Citrus County Florida, which are owned through its wholly owned subsidiary, Sugarmill Woods, Inc. (“Sugarmill Woods”). The single family lots and the 7 acre parcel in Citrus County have been listed for sale with a real estate agent. Subsequent to September 30, 2021, three of the single family lots were sold and PGI realized approximately $60,000. In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly owned subsidiary of the Company, owns 11 parcels of real estate in Charlotte County, Florida, which in total approximates 58 acres. These parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.

In early 2019, the Board of Directors of PGI concluded that it meets all conditions under which a registrant may be deemed an “Inactive Entity” as that term is defined or contemplated in Regulation S-X 3-11 and as the term “Inactive Registrant” is further contemplated in the Securities and Exchange Commission’s Division of Corporation Finance’s Financial Reporting Manual section 1320.2. Under Regulation 3-11 of Regulation S-X, the financial statements required thereunder with respect to an Inactive Registrant for purposes of reports pursuant to the Securities Exchange Act of 1934, including but not limited to annual reports on Form 10-K, may be unaudited. A representative of PGI informally discussed its view that PGI is an Inactive Registrant with a staff member of the Chief Accountant’s Office in the Division of Corporation Finance in February 2019.

As an Inactive Registrant, PGI currently intends to continue to timely file Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the Securities and Exchange Commission (the “SEC”). PGI currently intends to include in such Quarterly and Annual Reports all consolidated financial statements required to be included therein pursuant to Regulation S-X. The consolidated financial statements were audited prior to 2019 by BKD, LLP (“BKD”) and a review was performed with respect to 2019 by Milhouse & Neal, LLP. However, due to its inactive status and diminishing financial resources, the aforementioned consolidated financial statements will not be reviewed or audited by a PCAOB registered public accounting firm for periods after 2019. Such disclosure was made on Form 8-K filed with the SEC on July 2, 2020.

PGI meets all of the conditions in Regulation S-X 3-11 for an “Inactive Registrant” which are:

(a)	Gross receipts not in excess of $100,000;
(b)	Not purchasing or selling any of its own stock or granted options therefor;
(c)	Expenditures for all purposes not in excess of $100,000 (see discussion);
(d)	No material change in the business has occurred during the fiscal year;
(e)	No securities exchange or governmental authority having jurisdiction over the entity requires the entity to furnish audited financial statements.

12

PGI INCORPORATED AND SUBSIDIARIES

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

PGI has been an SEC registrant for over 40 years. The Company has filed with the SEC as an Inactive Registrant since 2017.

The Company, formerly a Florida residential developer, is dormant with less than 70 acres of remaining landholdings, much of which has little value due to various restrictions. The Company’s consolidated financial statements show it has a Stockholders’ Deficiency of $93.7 million as of December 31, 2020. BKD, the Company’s PCAOB registered public accounting firm until the date the Company filed its Form 10-K for Fiscal 2018 which was February 25, 2019, expressed a “going concern” opinion with respect to the Company for its Fiscal 2018 financial statements and had expressed such opinions for many years previously. PGI has had no trading of its securities in many years. Any future real estate transactions by the Company will be limited, uncertain as to timing and as to value. Ultimately, PGI expects that proceeds from sales of its remaining real estate, if any, will provide some minimal recoveries for PGI’s senior debtholders. PGI has been an SEC registrant for over 40 years.

As of September 30, 2021, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the remaining balance of accrued interest with respect to its collateralized convertible debentures.

Results of Operations

There was no revenue for the three month period ended September 30, 2021 compared to revenue of $2,000 for the three month period ended September 30, 2020. Revenue for the three months ended September 30, 2020 represents other income from a lot lien receivable recovery recorded in previous years which had been fully provided for cancellation.

Expenses for the three month period ended September 30, 2021 increased by $416,000 when compared to the same period in 2020 as follows:

	Increase
	(Decrease)
	($ in thousands)
Interest	$	6
Non-recurrence of forgiveness  of debt and interest		410
Consulting and accounting-related party		(2	)
General and administrative		2
	$	416

13

PGI INCORPORATED AND SUBSIDIARIES

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

Interest expense relating to the Company’s outstanding debt, held by non-related parties, increased by $6,000 during the three month period ended September 30, 2021 compared to the same period in 2020. Interest expense relating to the Company’s outstanding debt for the 6% subordinated convertible debentures, increased by $7,000 primarily as a result of interest compounding on past due balances. Interest expense relating to the 6.5% subordinated debentures decreased by $1,000 compared to the same period in 2020. The debentures were surrendered in 2020 with the escheatment to the respective states of debenture holders.

There was no forgiveness of debt and interest for the three months ended September 30, 2021 compared to $410,000 for the three month period ended September 30, 2020. The forgiveness of debt and interest in the three months ended September 30, 2020 is attributed to the 6.25% subordinated debentures which matured in June, 1991. The debentures were escheated to the states of the respective debenture holders.

Consulting and accounting related party expenses decreased by $2,000 during the three month period ended September 30, 2021 compared to the same period in 2020 as a result of a decrease in services provided by Love Real Estate Company, an affiliate of Love Investment Company, the Company’s primary preferred stock shareholder.

General and administrative expenses during the three month period ended September 30, 2021 increased by $2,000 when compared to the same period in 2020 due to expenses incurred with listing the single family lots and the 7 acre parcel in Citrus County for sale.

The Company incurred a net loss of $376,000 during the three month period ended September 30, 2021 compared to net income of $42,000 for the comparable period in 2020. After deducting preferred dividends, totaling $160,000 for the three month periods ended September 30, 2021 and 2020, with respect to the Class A Preferred Stock, a net loss per share of $(.10) and $(.02) was incurred for the three month periods ended September 30, 2021 and 2020, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through September 30, 2021 is $16,915,000.

Revenue for the nine months ended September 30, 2021 increased by $12,000 to $14,000 from $2,000 for the comparable period in 2020. Real estate sales increased by $10,000 in 2021 due to the sale of an environmentally sensitive parcel of land for which the Company has no cost basis. Other income for the nine months ended September 30, 2021 increased by $2,000 to $4,000 from $2,000 for the comparable period in 2020. Other revenue of $4,000 for the nine months ended September 30, 2021 represents income from a settlement claim from over 30 years ago when the Company was operating as a home builder.

14

PGI INCORPORATED AND SUBSIDIARIES

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

Expenses for the nine month period ended September 30, 2021 decreased by $379,000 when compared to the same period in 2020 as follows:

	Increase
	(Decrease)
	($ in thousands)
Interest	$	12
Non-recurrence of forgiveness of debt and interest		410
Taxes and Assessments		1
Consulting and accounting-related party		(8	)
Legal and professional		(35	)
General and administrative		(1	)
	$	379

Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $12,000 during the nine month period ended September 30, 2021 compared to the same period in 2020. Interest expense relating to the Company’s outstanding debt for the 6% subordinated debentures, increased by $22,000 primarily as a result of interest compounding on past due balances. Interest expense relating to the 6.5% subordinated debentures decreased by $6,000 compared to the same period in 2020. The debentures were surrendered in 2020 with the escheatment to the respective states of debenture holders. In addition, interest expense for notes payable decreased by $4,000 due to a decrease in the average prime interest rate to 3.25% for the nine month period ended September 30, 2021 compared to 3.64% for the same period in 2020.

Taxes and assessments expense increased by $1,000 during the nine month period ended September 30, 2021 compared to the same period in 2020 due to the delayed payment or non-payment of real estate taxes in 2021. In 2020 the Company utilized early payment discounts for the real estate tax assessments.

Consulting and accounting related party expenses decreased by $8,000 during the nine month period ended September 30, 2021 compared to the same period in 2020 as a result of a decrease in services provided by Love Real Estate Company, an affiliate of Love Investment Company, the Company’s primary preferred stock shareholder.

Legal and professional expenses decreased by $35,000 during the nine month period ended September 30, 2021 when compared to the same period in 2020.

General and administrative expenses during the nine month period ended September 30, 2021 decreased by $1,000 when compared to the same period in 2020 primarily due to a $3,000 decrease in expenses incurred for the Company’s tax return preparation. The $3,000 decrease is offset by a $2,000 increase in expenses incurred with listing the single family lots and the 7 acre parcel in Citrus County for sale.

15

PGI INCORPORATED AND SUBSIDIARIES

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

The Company incurred a net loss of $1,102,000 during the nine month period ended September 30, 2021 compared to a net loss of $737,000 for the comparable period in 2020. After deducting preferred dividends, totaling $480,000 for the nine month periods ended September 30, 2021 and 2020, with respect to the Class A Preferred Stock, a net loss per share of $(.20) and $(.23) was incurred for the nine month periods ended September 30, 2021 and 2020, respectively.

Cash Flow Analysis

During the nine month period ended September 30, 2021, the Company’s net cash used in operating activities was $31,000 compared to $215,000 for the comparable period in 2020. The 2020 cash used in operating activities includes $125,000 of interest paid to the collateralized convertible debenture holders. There was no cash provided by or used in financing or investing activities during the nine month periods ended September 30, 2021 and 2020.

Analysis of Financial Condition

Total assets decreased by $31,000 at September 30, 2021 compared to total assets at December 31, 2020, reflecting the following changes:

	September 30,		December 31,
	2021		2020		(Decrease)
			($ in thousands)
Cash	$	50	$	81	$	(31	)
Land inventory		14		14		-
	$	64	$	95	$	(31	)

During the nine month period ended September 30, 2021, cash decreased by $31,000, compared to December 31, 2020 as a result of the Company paying its administrative costs.

16

PGI INCORPORATED AND SUBSIDIARIES

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

Liabilities were approximately $94,835,000 at September 30, 2022 compared to approximately $93,764,000 at December 31, 2020, reflecting the following changes which resulted in an increase of $1,071,000 of liabilities:

	September 30,		December 31,		Increase
	2021		2020		(Decrease)
			($ in thousands)
Accounts payable and accrued expenses	$	157	$	160	$	(3	)
Accrued real estate taxes		4		4		-
Accrued interest		85,451		84,377		1,074
Credit agreements:						-
Notes payable		1,198		1,198		-
Subordinated convertible
debentures payable		8,025		8,025		-
	$	94,835	$	93,764	$	1,071

During the nine month period ended September 30, 2021, the amount of accounts payable and accrued expenses decreased by $3,000 primarily as a result of timing differences. Accrued interest during the nine month period ended September 30, 2021 increased by $1,074,000 due to the amount of interest for such period. During the nine month period ended September 30, 2021, the Company made no interest or principal payments on its outstanding notes payable and subordinated convertible debentures.

The Company remains in default on the entire principal amount plus interest of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.

17

PGI INCORPORATED AND SUBSIDIARIES

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

The principal and accrued interest amounts due as of September 30, 2021 are as indicated in the following table:

	September 30, 2021
	Principal		Accrued
	Amount Due		Interest
	($ in thousands)
Subordinated convertible debentures:
At 6%, due May 1992	$	8,025	$	29,165
Collateralized convertible debentures-related party:
At 14%, due July 8, 1997	$	-	$	52,790
Notes payable:
At prime plus 2%, all past due	$	1,176	$	3,496
Non-interest bearing		22		-
	$	1,198	$	3,496

The Company does not have sufficient funds available (after payment of, or the reserving for the payment of, anticipated future administrative expenses) to satisfy the principal or interest obligations on the above debentures and notes payable or any arrearage in preferred dividends.

The Company remains totally dependent upon the sale of parcels of its various remaining properties with respect to its ability to make any future debt service payments. Subsequent to September 30, 2021, the Company sold three single family lots and realized approximately $60,000.

The Company has discontinued the services of independent registered public accounting firms due to the Company’s diminishing financial resources. For 2019, and many years prior, the accounting firms have included an explanatory paragraph regarding the Company’s ability to continue as a going concern in their reports on the Company’s consolidated financial statements.

18

PGI INCORPORATED AND SUBSIDIARIES

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 convertible debentures (notwithstanding the Company’s belief that at least a portion of such actions might be barred under applicable statute of limitations); 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 September 30, 2021. There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

PGI INCORPORATED AND SUBSIDIARIES

PART II Other Information

Item 1. Legal Proceedings

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

20

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: November 15, 2021	By:	/s/Laurence A. Schiffer
		Laurence A. Schiffer President (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

21

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.

22

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 officer(s) 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s accountants 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	November 15, 2021
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 officer(s) 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 officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s accountants 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	November 15, 2021
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 September 30, 2021 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	November 15, 2021
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 September 30, 2021 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	November 15, 2021
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.

XML

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Entity Registrant Name	PGI INCORPORATED
Entity Central Index Key	0000081157
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		5,317,758
Document Quarterly Report	true
Entity Interactive Data Current	Yes
Document Transition Report	false
Entity File Number	1-6471
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	59-0867335
Entity Address Address Line 1	212 SOUTH CENTRAL
Entity Address Address Line 2	SUITE 304
Entity Address City Or Town	ST. LOUIS
Entity Address State Or Province	MO
Entity Address Postal Zip Code	63105
City Area Code	314
Local Phone Number	512-8650

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash	$ 50	$ 81
Land inventory	14	14
Total assets	64	95
LIABILITIES
Accounts payable and accrued expenses	157	160
Accrued real estate taxes	4	4
Accrued interest:
Subordinated convertible debentures payable	29,165	28,137
Convertible debentures payable-related party	52,790	52,790
Notes payable	3,496	3,450
Credit agreements:
Notes payable	1,198	1,198
Subordinated convertible debentures payable	8,025	8,025
Total liabilities	94,835	93,764
STOCKHOLDERS' DEFICIENCY
Preferred stock, par value $1.00 per share; authorized 5,000,000 shares; 2,000,000 Class A cumulative convertible shares issued and outstanding; (liquidation preference of $8,000 plus unpaid cumulative dividends of $16,915)	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	(110,801)	(109,699)
Stockholders equity	(94,771)	(93,669)
Total liabilities and stockholders equity	$ 64	$ 95

XML

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' DEFICIENCY
Preferred stock, par value	$ 1.00	$ 1.00
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
Preferred stock, unpaid dividends	$ 16,915
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

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
REVENUES
Real estate sales	$ 0	$ 0	$ 10,000	$ 0
Other income	0	2,000	4,000	2,000
Revenues	0	2,000	14,000	2,000
COSTS AND EXPENSES
Interest	360,000	354,000	1,074,000	1,062,000
Forgiveness of debt and interest	0	(410,000)	0	(410,000)
Taxes and assessments	1,000	1,000	4,000	3,000
Consulting and accounting-related party	6,000	8,000	18,000	26,000
Legal and professional	1,000	1,000	1,000	36,000
General and administrative	8,000	6,000	19,000	20,000
TOTAL COSTS AND EXPENSES	376,000	(40,000)	1,116,000	737,000
NET LOSS	$ (376,000)	$ 42,000	$ (1,102,000)	$ (735,000)
NET LOSS PER SHARE(*) AVAILABLE TO COMMON STOCKHOLDERS-Basic and diluted	$ (0.10)	$ (0.02)	$ (0.30)	$ (0.23)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Net cash used in operating activities	$ (31)	$ (215)
Net change in cash	(31)	(215)
Cash at beginning of period	81	309
Cash at end of period	$ 50	$ 94

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2019		2,000,000	5,317,758
Balance, amount at Dec. 31, 2019	$ (92,564,000)	$ 2,000,000	$ 532,000	$ 13,498,000	$ (108,594,000)
Net Loss	(735,000)			0	(735,000)
Balance, shares at Sep. 30, 2020		2,000,000	5,317,758
Balance, amount at Sep. 30, 2020	(93,299,000)	$ 2,000,000	$ 532,000	13,498,000	(109,329,000)
Balance, shares at Jun. 30, 2020		2,000,000	5,317,758
Balance, amount at Jun. 30, 2020	(93,341,000)	$ 2,000,000	$ 532,000	13,498,000	(109,371,000)
Net Loss	42,000			0	42,000
Balance, shares at Sep. 30, 2020		2,000,000	5,317,758
Balance, amount at Sep. 30, 2020	(93,299,000)	$ 2,000,000	$ 532,000	13,498,000	(109,329,000)
Balance, shares at Dec. 31, 2020		2,000,000	5,317,758
Balance, amount at Dec. 31, 2020	(93,669,000)	$ 2,000,000	$ 532,000	13,498,000	(109,699,000)
Net Loss	(1,102,000)			0	(1,102,000)
Balance, shares at Sep. 30, 2021		2,000,000	5,317,758
Balance, amount at Sep. 30, 2021	(94,771,000)	$ 2,000,000	$ 532,000	13,498,000	(110,801,000)
Balance, shares at Jun. 30, 2021		2,000,000	5,317,758
Balance, amount at Jun. 30, 2021	(94,395,000)	$ 2,000,000	$ 532,000	13,498,000	(110,425,000)
Net Loss	(376,000)			0	(376,000)
Balance, shares at Sep. 30, 2021		2,000,000	5,317,758
Balance, amount at Sep. 30, 2021	$ (94,771,000)	$ 2,000,000	$ 532,000	$ 13,498,000	$ (110,801,000)

XML

Basis of Presentation

9 Months Ended

Sep. 30, 2021

Basis of Presentation

Note 1. Basis of Presentation

(1)

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of PGI Incorporated (“PGI”) and its subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10 - Q and therefore do not include all disclosures necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Company’s most recent audited financial statements are for the year ended December 31, 2018. As an Inactive Registrant, the year 2019 was reviewed by independent public accountants. For these years and for many years prior, the Company’s independent registered public accounting firm included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The Company was founded in 1958, and up until the mid 1990’s was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 30 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. The Company’s major efforts and activities have been, and continue to be, to sell the remaining assets of the Company, to repay its indebtedness, and to pay administrative costs of the Company. The potential values of the land parcels held for sale have been difficult to assess. The Company will seek to realize full market value for each remaining asset, the amounts realized may be at substantial variance from its present financial statement carrying value. Certain of these assets may be of so little value and marketability that the Company may elect not to pay the real estate taxes on selected parcels, which may eventually result in a de facto liquidation of such property by subjecting such property to a tax sale. In management’s judgement, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness and there will be no recoveries by the shareholders. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2020 filed with the Securities and Exchange Commission. The Company remains in default under the indentures governing its unsecured subordinated debentures. (See Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 7, 8, and 9 to the Company’s consolidated financial statements for the year ended December 31, 2020, as contained in the Company’s Annual Report on Form 10 - K). All adjustments (consisting of only normal recurring accruals) necessary for fair presentation of financial position, results of operations and cash flows have been made. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2021 or any other interim period.

XML

Per Share Data

9 Months Ended

Sep. 30, 2021

Per Share Data

Note 2. Per Share Data

(2)

Per Share Data

Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company’s preferred stock, by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for the three and nine months ended September 30, 2021 and 2020 was 5,317,758. Diluted per share amounts are computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and outstanding convertible debentures, if dilutive, into shares of common stock. For the three and nine months ended September 30, 2021 and 2020, the assumed conversion of all outstanding convertible preferred stock and collateralized convertible debentures would have been anti-dilutive. The following is a summary of the calculations used in computing basic and diluted loss per share for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020
	($ in thousands, except share and per share data)
Net Income (Loss)	$	(376	)	$	42		$	(1,102	)	$	(735	)
Preferred dividends		(160	)		(160	)		(480	)		(480	)
Loss Available to	$	(536	)	$	(118	)	$	(1,582	)	$	(1,215	)
Common shareholders
Basic and Diluted
Weighted Average Number
Of Common Shares
Outstanding		5,317,758			5,317,758			5,317,758			5,317,758
Basic and Diluted Loss
Per Common Share	$	(0.10	)	$	(0.02	)	$	(0.30	)	$	(0.23	)

XML

Statement of Cash Flows

9 Months Ended

Sep. 30, 2021

Statement of Cash Flows

Note 3. Statement of Cash Flows

(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 nine month periods ended September 30, 2021 and 2020.

XML

Land Inventory

9 Months Ended

Sep. 30, 2021

Land Inventory

Note 4. Land Inventory

(4)	Land Inventory
	Land inventory consisted of

	September 30,		December 31,
	2021		2020
	($ in thousands)
Fully improved land	$	14	$	14

XML

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2021

Accounts Payable and Accrued Expenses

Note 5. Accounts Payable and Accrued Expenses

(5)	Accounts Payable and Accrued Expenses
	Accounts payable and accrued expenses consisted of:

	September 30,		December 31,
	2021		2020
	($ in thousands)
Accounts payable	$	-	$	3
Accrued tax preparation expense		3		3
Accrued debenture fees		153		153
Accrued miscellaneous		1		1
	$	157	$	160
Accrued real estate taxes consisted of:
Current real estate taxes	$	3	$	4
Delinquent real estate taxes		1		-
	$	4	$	4

XML

Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

9 Months Ended

Sep. 30, 2021

Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

Note 6. Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

(6)	Credit Agreements: Notes Payable and Subordinated and Convertible Debentures Payable
	Credit agreements consisted of the following:

	September 30,		December 31,
	2021		2020
	($ in thousands)
Notes payable - $1,176,000 bearing
interest at prime plus 2%,
the remainder non-interest bearing,
all past due	$	1,198	$	1,198
Subordinated convertible debentures payable:
At 6% interest; due May 1992		8,025		8,025
		8,025		8,025
	$	9,223	$	9,223

XML

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Taxes

Note 7. Income Taxes

(7)	Income Taxes
	At December 31, 2020, the Company had an operating loss carryforward of approximately $70,080,000 available to reduce future taxable income. These operating losses expire at various dates through 2038. The following summarizes the temporary differences of the Company at September 30, 2021 and December 31, 2020 at the statutory rate:

	September 30,			December 31,
	2021			2020
	($ in thousands)
Deferred tax asset
Net operating loss carryforward	$	18,077		$	17,801
Expenses capitalized under IRC 263(a)		37			37
Tax credits (AMT)		57			57
Valuation allowance		(18,171	)		(17,895	)
Total deferred tax asset		-			-

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2021

Fair Value of Financial Instruments

Note 8. Fair Value of Financial Instruments

(8)

Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at September 30, 2021 and December 31, 2020 because of the short maturity of those instruments. It was not practicable to estimate the fair value of the Company’s notes payable and its convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities.

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Per Share Data (Tables)

9 Months Ended

Sep. 30, 2021

Per Share Data

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

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020
	($ in thousands, except share and per share data)
Net Income (Loss)	$	(376	)	$	42		$	(1,102	)	$	(735	)
Preferred dividends		(160	)		(160	)		(480	)		(480	)
Loss Available to	$	(536	)	$	(118	)	$	(1,582	)	$	(1,215	)
Common shareholders
Basic and Diluted
Weighted Average Number
Of Common Shares
Outstanding		5,317,758			5,317,758			5,317,758			5,317,758
Basic and Diluted Loss
Per Common Share	$	(0.10	)	$	(0.02	)	$	(0.30	)	$	(0.23	)

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Land Inventory (Tables)

9 Months Ended

Sep. 30, 2021

Land Inventory

Summary of land and improvement inventories

	September 30,		December 31,
	2021		2020
	($ in thousands)
Fully improved land	$	14	$	14

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Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2021

Accounts Payable and Accrued Expenses

Summary of accounts payable and accrued expenses

	September 30,		December 31,
	2021		2020
	($ in thousands)
Accounts payable	$	-	$	3
Accrued tax preparation expense		3		3
Accrued debenture fees		153		153
Accrued miscellaneous		1		1
	$	157	$	160
Accrued real estate taxes consisted of:
Current real estate taxes	$	3	$	4
Delinquent real estate taxes		1		-
	$	4	$	4

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Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable (Tables)

9 Months Ended

Sep. 30, 2021

Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable

Summary of credit agreements with the Company

	September 30,		December 31,
	2021		2020
	($ in thousands)
Notes payable - $1,176,000 bearing
interest at prime plus 2%,
the remainder non-interest bearing,
all past due	$	1,198	$	1,198
Subordinated convertible debentures payable:
At 6% interest; due May 1992		8,025		8,025
		8,025		8,025
	$	9,223	$	9,223

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2021

Income Taxes

Summary of the temporary differences

	September 30,			December 31,
	2021			2020
	($ in thousands)
Deferred tax asset
Net operating loss carryforward	$	18,077		$	17,801
Expenses capitalized under IRC 263(a)		37			37
Tax credits (AMT)		57			57
Valuation allowance		(18,171	)		(17,895	)
Total deferred tax asset		-			-

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Per Share Data (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Per Share Data
Net Loss	$ (376)	$ 42	$ (1,102)	$ (735)
Preferred dividends	(160)	(160)	(480)	(480)
Loss available to common shareholders	$ (536)	$ (118)	$ (1,582)	$ (1,215)
Weighted average number of common shares outstanding - Basic and Diluted	5,317,758	5,317,758	5,317,758	5,317,758
Basic and diluted loss per common share	$ (0.10)	$ (0.02)	$ (0.30)	$ (0.23)

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Per Share Data (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Per Share Data
Weighted average number of common shares outstanding - Basic and Diluted	5,317,758	5,317,758	5,317,758	5,317,758

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Land Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Land Inventory
Fully improved land	$ 14	$ 14

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Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accounts payable and accrued expenses
Accounts payable	$ 0	$ 3
Accrued tax preparation expense	3	3
Accrued debenture fees	153	153
Accrued miscellaneous	1	1
Accounts Payable and Accrued Expenses	157	160
Accrued real estate taxes consisted of:
Current real estate taxes	3	4
Delinquent real estate taxes	1	0
Accrued real estate taxes	$ 4	$ 4

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Credit Agreements Notes Payable Subordinated and Convertible Debentures Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Credit Agreements, Notes Payable, Subordinated and Convertible Debentures Payable
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past dues	$ 1,198	$ 1,198
Subordinated convertible debentures payable:
At 6% interest; due May 1992	8,025	8,025
Subordinated convertible debentures payable	8,025	8,025
Total	$ 9,223	$ 9,223

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Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Deferred tax asset:
Net operating loss carryforward	$ 18,077	$ 17,801
Expenses capitalized under IRC 263(a)	37	37
Tax credits (AMT)	57	57
Valuation allowance	(18,171)	(17,895)
Total deferred tax asset	$ 0	$ 0

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Income Taxes (Details Narrative)	Dec. 31, 2020 USD ($)
Income Taxes
Operating loss carryforward	$ 70,080,000