LIQUIDITY AND CAPITAL RESOURCES
Effective December 21, 2022, the Officers and Directors of PGI executed a
Resolution to cease operations and allow the dissolution and wind up of the
affairs of the Company.
The Resolution approved the sale of the Company's last remaining parcel of value
to LIC, a Missouri Corporation, as well as the Company's primary preferred
shareholder. The parcel is approximately seven acres located in Citrus County,
Florida and was judged to be a "contaminated site" in May 1995 by the Florida
Department of Environmental Protection ("FDEP"). After years of clean-up
activities by the Company, the FDEP advised in its May 8, 2020 Conditional Site
Rehabilitation Completion Order that the Company had satisfied the
rehabilitation requirements. During 2022 and 2021, the Company had marketed the
parcel. During 2022, several unsuccessful third-party transactions indicated the
parcel had a value of no more than $200,000. There were no pending third party
offers or apparent opportunities for sale.
The Board accepted the LIC offer to purchase the respective seven-acre parcel
for a purchase price of $200,000, consistent with the offer in the most recent
failed sale transaction.
The Resolution further approves the proceeds of the sale of the Citrus County
Parcel to be paid in full settlement of the remaining aggregate balance of
accrued interest of the Convertible Secured Debentures of $52,709,836 held by
LIC and Love-1989, a Missouri limited partnership, an affiliate of LIC, in
proportion to their respective outstanding balances.
For many years, the Company's independent accountants and management stated in
its SEC filings that there was substantial doubt about the Company's ability to
continue as a going concern. In early 2019, the Board of Directors of PGI
concluded that PGI met and continued to meet all conditions under which a
registrant may be deemed an "Inactive Entity" as that term is defined or
contemplated in Rule 3-11 of Regulation S-X.
The Company has been administratively dissolved by the Florida Secretary of
State for the 2022 calendar year. The costs of continued operations, including
insurance, administrative expenses, SEC filings, tax return preparation and
filing, and other expenses of the Company exceed any income to which the Company
is or reasonably could be entitled.
The Company's remaining land inventory is available for tax sale. The remaining
landholdings consist of minor easements in Citrus County, Florida, which are
owned through its wholly owned subsidiary, Sugarmill Woods. In addition, the
Company, owns 12 parcels of real estate in Charlotte County, Florida, held
through PGIS, a wholly owned subsidiary, which totals approximately 58 acres.
These parcels have limited value because of associated developmental constraints
such as wetlands, easements, and/or other obstacles to development and sale. The
real estate taxes for the remaining parcels are delinquent.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The Company's historical financial statement indebtedness has included its 6%
subordinated convertible debentures which matured in May, 1992, with a remaining
face amount of $8,025,000; and various notes payable, with a remaining face
amount of $1,198,000. The Company has recorded forgiveness of debt and interest
for the entire balance of its outstanding debt.
The Company has been party to an agreement relating to the 6% subordinated
convertible debentures, with Deutsch Bank Trust Company Americas (formerly known
as Bankers Trust Company) as trustee pursuant to that certain Indenture dated
May 1, 1972 ("the Indenture"), as to which Indenture the Company executed a
certain Tolling Agreement dated April 15, 1998 for the purpose of tolling the
application of the statute of limitations to said Indenture and the Company
thereafter executed twenty-four (24) separate annual amendments to said tolling
agreement such that the current Termination Date thereof is May 1, 2023. The
Company will not execute any further tolling agreements with regard to the
Indenture.
RESULTS OF OPERATIONS
Revenues
Revenues for the year ended December 31, 2022 include $96,399,000 in forgiveness
of debt and interest revenue due to the dissolution of the Company effective
with the December 21,2022 Resolution executed by the Officers and Directors of
the Company. Consequently, revenues increased by $96,544,000 to $96,638,000
compared to revenues of $94,000 for the year ended December 31, 2021. In
addition, there was an increase in real estate sales of $149,000 in 2022. Other
income decreased by $4,000 in 2022 compared to 2021 as there was no other income
in the year ended December 31, 2022. Other income in 2021 represents income from
a settlement claim from over 30 years ago when the Company was operating as a
home builder.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
The Company recognized forgiveness of debt and interest expense for the year
ended December 31, 2022 as follows:
Forgiveness Forgiveness
of Debt of Interest Total
($ in thousands)
Notes Payable (Note 6) $ 1,198 $ 3,593 $ 4,791
Subordinated convertible debentures (Note
7) 8,025 30,915 38,940
Convertible debentures related party (Note
8) - 52,510 52,510
Accrued expenses 154 - 154
Accrued real estate taxes 4 - 4
$ 9,381 $ 87,018 $ 96,399
Costs and Expenses
Costs and expenses for the year ended December 31, 2022 increased by $51,000
when compared to the same period in 2021 as follows:
Increase
2022 2021 (Decrease)
($ in thousands)
COSTS, EXPENSES AND OTHER
Cost of real estate sales $ 17 $ 15 $ 2
Interest expense 1,485 1,437 48
Taxes and assessments 4 5 (1 )
Consulting and accounting-related party 24 24 -
Legal and professional 3 1 2
General and administrative 24 24 -
$ 1,557 $ 1,506 $ 51
The cost of real estate sales for the year ended December 31, 2022 increased by
$2,000 compared to the year ended December 31, 2021, due to an increase in sales
of real estate in 2022.
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Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Interest expense accruing on the Company's outstanding debt held by non-related
parties, increased by $48,000 during the year ended December 31, 2022 compared
to the year ended December 31, 2021. Interest expense accruing on the Company's
outstanding debt for subordinated convertible debentures, increased by $29,000
during the year ended December 31, 2022 as a result of interest accruing on past
due balances. Interest expense relating notes payable increased by $19,000 due
to an increase in the average prime interest rate of 4.84% for 2022 compared to
3.25% for 2021.
Taxes and assessments decreased by $1,000 in 2022 when compared to the same
period in 2021 as a result of lower real estate tax expense due primarily to the
sale of some parcels in 2022 and 2021.
Consulting and accounting expense was $24,000 for the years ended December 31,
2022 and 2021, respectively for accounting service fees paid to Love Real Estate
Company ("LREC"). In addition, a quarterly consulting fee is paid to LREC of
one-tenth of one percent of the carrying value of the Company's assets.
Legal and professional expenses increased by $2,000 during the year ended
December 31, 2022 when compared to the same period in 2021 primarily due to the
dissolution and wind up of the affairs of the Company.
General and administrative expenses were $24,000 during the years ended December
31, 2022 and 2021.
The Company realized net income of $95,081,000 for the year ended December 31,
2022, compared to a net loss of $1,412,000 for the year ended December 31, 2021.
Included in the 2022 and 2021 income and loss per share computation is $640,000
($.12 per share of Common Stock) of annual cumulative preferred stock dividends
in arrears.
FINANCIAL CONDITION
Total assets decreased by $61,000 at December 31, 2022 compared to total assets
at December 31, 2021 reflecting the following changes:
Increase
2022 2021 (Decrease)
($ in thousands)
Cash $ 7 $ 58 $ (51 )
Land Inventory - 10 (10 )
$ 7 $ 68 $ (61 )
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Net cash used in operating activities was $51,000 for the year ended December
31, 2022 compared to cash used in operations of $23,000 for the year ended
December 31, 2021.
Cash received from operations during the year ended December 31, 2022 was
$239,000 which was received from real estate sales. Cash received from
operations in the year ended December 31, 2021 was $94,000, which represents
$90,000 from real estate sales and $4,000 in miscellaneous income from a
settlement claim from when the Company was operating as a home builder.
Cash expended for operations during the year ended December 31, 2022 was
$290,000 which represents an increase of $173,000 compared to cash expended for
operations of $117,000 in the year ended December 31, 2021.
Increase
(Decrease)
($ in thousands)
Cost of real estate sales paid $ (3 )
Interest - related party paid 180
General and administrative paid (4 )
$ 173
The increase of $180,000 in payments of accrued interest payable is a result of
interest paid on collateralized debt of $230,000 in the year ended December 31,
2022 compared to $50,000 in 2021.
Liabilities were $7,000 at December 31, 2022 compared to $95,149,000 at December
31, 2021, reflecting the following changes:
Increase
2022 2021 (Decrease)
($ in thousands)
Accounts payable and accrued expenses $ 7 $ 157 $ (150 )
Accrued real estate taxes
- 5 (5 )
Accrued interest - 33,024 (33,024 )
Accrued interest-related party - 52,740 (52,740 )
Notes payable - 1,198 (1,198 )
Convertible subordinated debentures payable - 8,025 (8,025 )
$ 7 $ 95,149 $ (95,142 )
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Accounts payable and accrued expenses decreased by $150,000 at December 31,
2022, compared to December 31, 2021, with the treatment of $154,000 as debt
forgiveness of accrued administration fees relating to the 6% subordinated
convertible debentures which is offset by an increase of $4,000 for expenses
accrued to wind up the affairs of the Company.
Accrued real estate taxes decreased by $5,000 at December 31, 2022 compared to
December 31, 2021 due to the $1,000 payment of accrued real estate taxes in 2022
for parcels sold and the $4,000 reduction for delinquent real estate taxes on
parcels that will be surrendered for tax sale.
Accrued interest decreased by $85,764,000 at December 31, 2022 compared to
December 31, 2021 reflecting changes in the following accrued interest
categories:
Increase
2022 2021 (Decrease)
($ in thousands)
Convertible subordinated debentures $ - $ 29,512 $ (29,512 )
Convertible debentures-related party - 52,740 (52,740 )
Notes Payable
- 3,512 (3,512 )
$ - $ 85,764 $ (85,764 )
Accrued interest decreased $29,512,000 with $30,915,000 relating to the
convertible subordinated debentures treated as income from the forgiveness of
accrued interest payable as compared to the $1,403,000 of interest expense
accrued for the year ended December 31, 2022. See Note 8 to the consolidated
financial statements under Item 8.
The decrease in accrued interest of $52,740,000 for the collateralized
convertible debentures results from $230,000 in payment of interest and
$52,510,000 in forgiveness of accrued interest during the year ended December
31, 2022. See Note 9 to the consolidated financial statements under Item 8.
The decrease of $3,512,000 of accrued interest relating to the Company's other
outstanding debt represents $3,593,000 of income from the forgiveness of
interest as compared to the $81,000 of interest expense accrued for the year
ended December 31, 2022. See Note 7 of the consolidated financial statements
under Item 8.
The Company's stockholders' deficiency of $95,081,000 at December 31, 2021 was
eliminated as of December 31, 2022 with the recognition of the forgiveness of
debt and interest in 2022 with the Company dissolution.
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Off-Balance Sheet Arrangements
The Company has no Off-Balance Sheet Arrangements.
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