PGI INC - Quarter Report: 2013 September (Form 10-Q)

pgai_10q.htm

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 September 30, 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 November 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 September 30, 2013

Table of Contents

		Form 10 - Q Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements Condensed Consolidated Statements of Financial Position September 30, 2013 (Unaudited) and December 31, 2012	3
	Condensed Consolidated Statements of Operations (Unaudited) Three and Nine Months Ended September 30, 2013 and 2012	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 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	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURE		19

EXHIBIT INDEX		20

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

PGI INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

($ in thousands, except per share data)

	September 30,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Cash	$	1		$	1
Restricted cash		5			5
Receivables-related party		457			543
Land and improvement inventories		639			639
Other assets		187			187
	$	1,289		$	1,375
LIABILITIES
Accounts payable and accrued expenses	$	212		$	211
Accrued real estate taxes		6			8
Accrued interest:
Primary lender-related party		355			324
Subordinated convertible debentures		20,700			19,792
Convertible debentures-related party		39,632			35,598
Other		2,942			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
		76,104			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		(90,845	)		(85,741	)
		(74,815	)		(69,711	)
	$	1,289		$	1,375

See accompanying notes to Condensed Consolidated Financial Statements.

Part I Financial Information (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
REVENUES
Interest income-related party	$	4		$	7		$	12		$	22
		4			7			12			22
COSTS AND EXPENSES
Interest		320			313			954			933
Interest-related party		1,402			1,223			4,065			3,546
Taxes and assessments		2			2			6			7
Consulting and accounting-
related party		9			9			29			29
Legal and professional		1			1			8			6
General and administrative		16			18			54			142
		1,750			1,566			5,116			4,663
NET LOSS	$	(1,746	)	$	(1,559	)	$	(5,104	)	$	(4,641	)

NET LOSS PER SHARE(*)
AVAILABLE TO COMMON
STOCKHOLDERS-Basic and diluted	$	(0.36	)	$	(0.32	)	$	(1.05	)	$	(0.96	)

* Considers the effect of cumulative preferred dividends in arrears for the three and nine months ended September 30, 2013 and 2012.

See accompanying notes to Condensed Consolidated Financial Statements.

Part I Financial Information (Continued)

PGI INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

(Unaudited)

	Nine Months Ended
	September 30,			September 30,
	2013			2012

Net cash used in operating activities	$	(86	)	$	(73	)
Cash Flows from investing activities:
Proceeds from notes receivable-related party		86			73
Net cash provided by investing activities		86			73

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.

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 and nine months ended September 30, 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. The average number of common shares outstanding for the three and nine months ended September 30, 2013 and 2012 was 5,317,758.

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 and nine months ended September 30, 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 and nine months ended September 30, 2013 and 2012.

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012

Net Loss	$	(1,746,000	)	$	(1,559,000	)	$	(5,104,000	)	$	(4,641,000	)

Preferred dividends		(160,000	)		(160,000	)		(480,000	)		(480,000	)

Loss Available to	$	(1,906,000	)	$	(1,719,000	)	$	(5,584,000	)	$	(5,121,000	)
Common shareholders

Weighted Average Number Of Common Shares Outstanding		5,317,758			5,317,758			5,317,758			5,317,758

Basic and Diluted Loss Per Share	$	(0.36	)	$	(0.32	)	$	(1.05	)	$	(0.96	)

(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, 2013 and September 30, 2012.

(4) Restricted Cash

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

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(5) Receivables

Net receivables consisted of:

	September 30,		December 31,
	2013		2012
	($ in thousands)
Notes receivable - related party	$	456	$	542
Interest receivable - related party		1		1
	$	457	$	543

(6) Land and Improvements

Land and improvement inventories consisted of:

	September 30,		December 31,
	2013		2012
		($ in thousands)
Unimproved land	$	625	$	625
Fully improved land		14		14
	$	639	$	639

(7) Other Assets

Other assets consisted of:

	September 30,		December 31,
	2013		2012
	($ in thousands)
Deposit with Trustee of 6-1/2% debentures	$	184	$	184
Prepaid expenses		2		2
Other		1		1
	$	187	$	187

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(8) Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of:

	September 30,		December 31,
	2013		2012
Accounts payable	($ in thousands)
Accrued audit & professional	$	1	$	-
Accrued consulting fees-related party		30		36
Environmental remediation obligations		1		1
Accrued debenture fees		70		70
Accrued miscellaneous		109		103
		1		1
	$	212	$	211

Accrued real estate taxes consisted of:
Current real estate taxes	$	6	$	8

PGI INCORPORATED AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

(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:

	September 30,		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 at $1.72 per share		1,500		1,500
	$	12,257	$	12,257

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 September 30, 2013 and December 31, 2012 at the statutory rate:

	September 30,			December 31,
	2013			2012
	($ in thousands)
Deferred tax asset
Net operating loss carryforward	$	19,969		$	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		(19,892	)		(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 September 30, 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.

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 September 30, 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 Parkway, which terminates on the south side of Route 98 opposite this property. 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 for the proposed northward continuation of the Suncoast Parkway is through the middle of this parcel of property. However, according to the Florida Department of Transportation – Florida’s Turnpike Enterprise Website for the Suncoast Parkway, Project 2, the project for this possible expansion has been suspended (paused) and no proposed specific timeframe for continuing this project has been provided to the Company’s knowledge. Until and unless the uncertainty regarding the future expansion of the Suncoast Parkway 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 three months ended September 30, 2013 decreased by $3,000 to $4,000 from $7,000 when compared to the same period in 2012 as a result of decreased interest income due to a lower balance on the short-term note receivable balance 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 three months ended September 30, 2013 as compared to 5% during the three months ended September 30, 2012. Expenses for the three months ended September 30, 2013 increased by $184,000 when compared to the same period in 2012, resulting from an increase in interest expense of $186,000 due to interest accruing on 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. This increase in interest expense was offset by a decrease in general and administrative expenses for the three months ended September 30, 2013 of approximately $2,000 when compared to the same period in 2012, primarily as a result of a lower insurance premium in 2013. As a result, a net loss of $1,746,000 was incurred for the three months ended September 30, 2013 compared to a net loss of $1,559,000 for the comparable period in 2012. After consideration of cumulative preferred dividends in arrears, totaling $160,000 for each three month period ended September 30, 2013 and 2012, with respect to the Class A Preferred Stock, a net loss per share of $(.36) and $(.32) was incurred for the three month periods ended September 30, 2013 and 2012, respectively.

PGI INCORPORATED AND SUBSIDIARIES

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

Revenues for the first nine months of 2013 decreased to $12,000 from $22,000, representing a decrease of $10,000, when compared to the same period in 2012 as a result of a decrease in interest income primarily due to a lower balance on the short-term note receivable with LIC. In addition, the interest rate under the terms of such note receivable dropped to 3.25% during the first nine months of 2013 as compared to 5% during the first nine months of 2012. Expenses for the nine month period ended September 30, 2013 increased by $453,000 when compared to the same period in 2012 primarily resulting from an increase in interest expense of $540,000 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. This increase in interest expense was partially offset by a decrease in general and administrative expenses for the nine months ended September 30, 2013 of approximately $88,000 when compared to the same period in 2012, as a result of inclusion in the nine months ended September 30, 2012 of $88,000 in cumulative annual administration fees for prior years relating to the 6% subordinated convertible debentures. In addition legal expenses for the nine months ended September 30, 2013 increased by $2,000 when compared to the same period in 2012, which increase related to legal expenses incurred in connection with the Company entering into a cell tower lease on a parcel of property located in Citrus County, Florida. 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. As such, this lease will not generate income until 2014. The lease term is 10 years with six successive five year renewal periods. As a result, a net loss of $5,104,000 was incurred for the first nine months of 2013 compared to a net loss of $4,641,000 for the first nine months of 2012. After consideration of cumulative preferred dividends in arrears, totaling $480,000 for each of the nine months ended September 30, 2013 and 2012 (based on $160,000 for each three month period therein), with respect to the Class A Preferred Stock, a net loss per share of $(1.05) and $(.96) was incurred for the nine month periods ended September 30, 2013 and 2012, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through September 30, 2013 is $11,795,000.

Interest expense during the three month and nine month periods ended September 30, 2013 increased by $186,000 and $540,000, respectively, when compared to the same periods during 2012. This increase is a result of interest accruing on past due balances under the various credit agreements, notes payable and debentures, which increased at various intervals during 2013 for accrued but unpaid interest.

As of September 30, 2013, the Company remained in default of its primary lender indebtedness of $500,000 with PGIP, LLC (“PGIP”), an entity related to L-PGI, as well as under its subordinated and convertible debentures and 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 September 30, 2013 and December 31, 2012. The Company did not utilize any of the restricted escrow funds during the nine months ended September 30, 2013 or 2012. The primary parcel of real estate owned by the Company, totaling 366 acres and located in Hernando County, Florida, remains subject to the primary lender indebtedness.

PGI INCORPORATED AND SUBSIDIARIES

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

Cash Flow Analysis

During the nine month period ended September 30, 2013, the Company’s net cash used in operating activities was $86,000 compared to $73,000 for the comparable 2012 period. Net cash provided from investing activities during the nine months ended September 30, 2013 and 2012 consisted of $86,000 and $73,000, respectively, in note receivable proceeds received from LIC. The Company receives proceeds from its notes receivable from LIC as needed to fund its operating activities.

Analysis of Financial Condition

Total assets decreased by $86,000 at September 30, 2013 compared to total assets at December 31, 2012, reflecting the following changes:

	September 30,		December 31,		Increase
	2013		2012		(Decrease)
			($ in thousands)
Cash	$	1	$	1	$	-
Restricted Cash		5		5		-
Receivables-related party		457		543		(86	)
Land and improvement inventories		639		639		-
Other assets		187		187		-
	$	1,289	$	1,375	$	(86	)

During the nine month period ended September 30, 2013, the amount of receivables decreased by $86,000 due to the Company’s receipt of principal and accrued interest payments from LIC, a related party, under the note receivable from LIC.

PGI INCORPORATED AND SUBSIDIARIES

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

Liabilities were approximately $76.1 million at September 30, 2013 compared to approximately $71.1 million at December 31, 2012, reflecting the following changes:

	September 30,		December 31,		Increase
	2013		2012		(Decrease)
	($ in thousands)
Accounts payable & accrued expenses	$	212	$	211	$	1
Accrued real estate taxes		6		8		(2	)
Accrued interest		63,629		58,610		5,019
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		-

	$	76,104	$	71,086	$	5,018

During the nine month period ended September 30, 2013, the amount of accounts payable and accrued expenses increased by $1,000 primarily as a result of timing differences and the payment of certain accrued expenses. In addition, a portion of this increase was attributable to an increase in accrued debenture fees of approximately $6,000, which resulted from the accrual of the current year’s annual administration fees related to the 6% subordinated convertible debentures. Accrued real estate taxes decreased by $2,000 during the nine month period ended September 30, 2013 due to the payment of previously accrued real estate taxes. Accrued interest during the nine month period ended September 30, 2013 increased by $5.019 million due to the amount of interest expense for such period. During the nine month periods ended September 30, 2013 and September 30, 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.

PGI INCORPORATED AND SUBSIDIARIES

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

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:

	September 30, 2013
	Principal		Accrued
	Amount Due		Interest
	($ in thousands)
Subordinated convertible debentures:
At 6 1/2 %, due June 1, 1991	$	1,034	$	1,667
At 6%, due May 1, 1992		8,025		19,033
	$	9,059	$	20,700
Collateralized convertible debentures:
At 14%, due July 8, 1997	$	1,500	$	39,632

Notes Payable:
At prime plus 2%	$	1,176	$	2,942
Non-interest bearing		22		0
	$	1,198	$	2,942

Primary Lender:	$	500	$	355

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.

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 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 September 30, 2013. There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

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 14, 2013		/s/ Laurence A. Schiffer
		Laurence A. Schiffer
		President
		(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

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.