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 SeptemberJune 30, 20162017
☐ 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
PGI INCORPORATED |
(Exact name of registrant as specified in its charter) |
FLORIDA | | 59-0867335 |
(State(State or other jurisdiction of incorporation) | | (I.R.S.(I.R.S. Employer Identification No.) |
212 SOUTH CENTRAL, SUITE 304, ST. LOUIS, MISSOURI 63105
212 SOUTH CENTRAL, SUITE 304, 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) |
(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 ☑X No ☐__
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑X No ☐_____
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑
Large accelerated filer___________ | | Accelerated filer__________ |
Non-accelerated filer____________ | | Smaller reporting company X
|
(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 ☑X
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 9, 2016,August 14, 2017, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.
PGI INCORPORATED AND SUBSIDIARIES
Form 10 – Q
For the Quarter Ended SeptemberJune 30, 20162017
Table of Contents
| | | |
| | | Form 10 - Q |
| | | Page No. |
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PART I | FINANCIAL INFORMATION | | |
| | | |
Item 1. | Financial Statements | | 3 |
|
| | |
| Condensed Consolidated Statements of Financial Position SeptemberJune 30, 20162017 (Unaudited) and December 31, 2015 2016 | | 3 |
|
| | |
| Condensed Consolidated Statements of Operations (Unaudited) Three and NineSix Months Ended SeptemberJune 30, 20162017 and 2015 | 2016 | 4 |
|
| | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) NineSix Months Ended SeptemberJune 30, 20162017 and 2015 | 2016 | 5 |
| | | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | | 6 |
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|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | | 13 |
| | | 12 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | 21 |
| | | 18 |
Item 4. | Controls and Procedures | | 21 |
| | | 18 |
PART II | OTHER INFORMATION | | |
| | | |
Item 1. | Legal Proceedings | | 22 |
| | | 19 |
Item 1A. | Risk Factors | | 22 |
| | |
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | | 22 |
| | | 19 |
Item 3. | Defaults Upon Senior Securities | | 22 |
| | | 19 |
Item 4. | Mine Safety Disclosures | | 22 |
| | | 19 |
Item 5. | Other Information | 19 |
Item 6. | 22Exhibits | 19 |
SIGNATURE | | 20 |
| | | |
Item 6. | ExhibitsEXHIBIT INDEX | | 22 |
| | | |
2SIGNATURE1 | | 23 |
| | | |
EXHIBIT INDEX
| | 24 |
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in thousands, except share and per share data)
| | |
| | |
| | |
ASSETS | | |
Cash | $1,030 | $1 |
Restricted cash | - | 5 |
Receivables-related party | - | 178 |
Land inventories | 14 | 639 |
Other assets | 43 | 44 |
| $1,087 | $867 |
LIABILITIES | | |
Accounts payable and accrued expenses | $199 | $202 |
Accrued real estate taxes | 4 | 8 |
Accrued interest: | | |
Primary lender-related party | - | 450 |
Subordinated convertible debentures payable | 23,425 | 22,484 |
Convertible debentures payable-related party | 52,915 | 54,558 |
Notes payable | 3,130 | 3,081 |
Credit agreements: | | |
Primary lender-related party | - | 500 |
Notes payable | 1,198 | 1,198 |
Subordinated convertible debentures payable | 8,472 | 8,472 |
Convertible debentures payable-related party | - | 1,500 |
| 89,343 | 92,453 |
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 $13,715) | 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 | (104,286) | (107,616) |
| (88,256) | (91,586) |
| $1,087 | $867 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
(Unaudited)
| | |
| | | | |
| | | | |
REVENUES | | | | |
Real estate sales | $- | $- | $9,000 | $- |
Interest income | 1 | - | 1 | - |
Interest income-related party | - | 2 | 2 | 7 |
| 1 | 2 | 9,003 | 7 |
COSTS, EXPENSES AND OTHER | | | | |
| | | | |
Cost of real estate sales and expenses of sale | - | - | 745 | - |
Interest | 332 | 324 | 990 | 967 |
| | | | |
Forgiveness of debt and interest | - | - | - | (209) |
Interest-related party | - | 1,842 | 3,832 | 5,342 |
Taxes and assessments | 1 | 2 | 5 | 7 |
| | | | |
Consulting and accounting - related party | 10 | 9 | 28 | 28 |
Legal and professional | 4 | 2 | 15 | 8 |
General and administrative | 18 | 18 | 58 | 59 |
| 365 | 2,197 | 5,673 | 6,202 |
NET INCOME (LOSS) | $(364) | $(2,195) | $3,330 | $(6,195) |
| | | | |
NET INCOME (LOSS) PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-BASIC | $(0.10) | $(0.44) | $0.54 | $(1.26) |
| | | | |
NET INCOME (LOSS) PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-DILUTED | $(0.10) | $(0.44) | $0.38 | $(1.26) |
*Considers the effect of cumulative preferred dividends in arrears for the three and nine months ended September 30, 2016 and 2015. PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
($ in thousands, except share and per share data) |
| | |
| | |
| | |
| | |
ASSETS | | |
Cash | $245 | $958 |
Receivables-related party | 500 | - |
Recoverable income taxes | 18 | - |
Land inventories | 14 | 14 |
Other assets | 43 | 42 |
| $820 | $1,014 |
LIABILITIES | | |
Accounts payable and accrued expenses | $184 | $230 |
Accrued real estate taxes | 2 | 4 |
Accrued interest: | | |
Subordinated convertible debentures payable | 24,384 | 23,743 |
Convertible debentures payable-related party | 52,915 | 52,915 |
Notes payable | 3,181 | 3,146 |
Credit agreements: | | |
Notes payable | 1,198 | 1,198 |
Subordinated convertible debentures payable | 8,472 | 8,472 |
| 90,336 | 89,708 |
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 $14,195) | 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 | (105,546) | (104,724) |
| (89,516) | (88,694) |
| $820 | $1,014 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited) PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
($ in thousands, except per share data) |
|
| | | | |
| | |
| | | | |
| | | | |
REVENUES | | | | |
Real estate sales | $- | $9,000 | $- | $9,000 |
Interest income-related party | 1 | 1 | 1 | 2 |
Interest income | - | - | 1 | - |
| 1 | 9,001 | 2 | 9,002 |
COSTS, EXPENSES AND OTHER | | | | |
Cost of real estate sales | | | | |
and expenses of sale | - | 745 | - | 745 |
Interest | 339 | 330 | 675 | 658 |
Interest-related party | - | 1,859 | - | 3,832 |
Taxes and assessments | 1 | 2 | 2 | 4 |
Consulting and accounting- | | | | |
related party | 9 | 9 | 19 | 18 |
Legal and professional | 4 | 6 | 25 | 11 |
General and administrative | 21 | 20 | 46 | 40 |
| 374 | 2,971 | 767 | 5,308 |
Net Income (Loss) | (373) | 6,030 | (765) | 3,694 |
before income taxes | | | | |
Income tax expense | - | - | (57) | - |
NET INCOME (LOSS) | $(373) | $6,030 | $(822) | $3,694 |
| | | | |
NET INCOME (LOSS) PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-BASIC | $(0.10) | $1.10 | $(0.21) | $0.63 |
| | | | |
NET INCOME (LOSS) PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-DILUTED | $(0.10) | $0.60 | $(0.21) | $0.39 |
| | | | |
*Considers the effect of dividends on preferred stock for the three and six months ended June 30, 2017 and 2016. |
| |
| | |
| | |
| | |
Net cash provided by (used in) operating activities | $2,846 | $(130) |
Cash Flows from investing activities: | | |
Payments received on notes receivable-related party | 178 | 130 |
Release of restricted cash | 5 | - |
Net cash provided by investing activities | 183 | 130 |
| | |
Cash Flows from financing activities: | | |
Principal payments on debt-related party | (2,000) | - |
Net cash used in financing activities | (2,000) | - |
| | |
Net change in cash | 1,029 | - |
| | |
Cash at beginning of period | 1 | 1 |
| | |
Cash at end of period | $1,030 | $1 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
| |
| | |
| | |
| | |
Net cash provided by (used in) operating activities | $(213) | $2,887 |
Cash Flows from investing activities: | | |
Investment in notes receivable-related party | (500) | - |
Payments received on notes receivable-related party | - | 178 |
Release of restricted cash | - | 5 |
Net cash provided by (used in) investing activities | (500) | 183 |
| | |
Cash flows from financing activities: | | |
Principal payments on debt-related party | - | (2,000) |
Net cash used in financing activities | - | (2,000) |
| | |
Net change in cash | (713) | 1,070 |
| | |
Cash at beginning of period | 958 | 1 |
| | |
Cash at end of period | $245 | $1,071 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
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 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, 2015.2016.
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 25 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 assets of the Company, to repay its indebtedness, and to pay the ordinary on-going costs of operation of the Company. While 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. 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 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 20152016 filed with the Securities and Exchange Commission.
The condensed consolidated balance sheet of the Company as of December 31, 20152016 has been derived from the audited consolidated balance sheet as of that date.
Sugarmill Woods, Inc. (“Sugarmill Woods”), a wholly-owned subsidiary of PGI, entered into two contracts with the State of Florida Department of Transportation (the “Florida DOT”) for the sale of Sugarmill Woods’ principal real property asset consisting of approximately 369 acres located in Hernando County, Florida (the “Property”) for $9 million. The signatures from the Florida DOT required to make the two contracts effective were obtained on June 17, 2016, and the sale was closed on June 21, 2016.
The proceeds from the sale of the Property of $9 million were received on June 23, 2016 and payment of the primary debt obligation, including all accrued interest payable to related party totaling $970,000, was made to PGIP LLC (“PGIP”), the holder of the first mortgage note and an affiliate of the Company. In addition, on June 23, 2016, the remaining principal of the convertible debentures payable to related parties totaling $1,500,000 was paid and a portion of the related accrued interest totaling $5,455,000 was paid to the current holders of such debentures. Love Investment Company (“LIC”), an affiliate of Love-PGI Partners, L.P. (“L-PGI”), the Company’s primary preferred stock shareholder and Love-1989 Florida Partners (“Love-1989”), also an affiliate of L-PGI, held the convertible debentures.
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, 9, and 910 to the Company's consolidated financial statements for the year ended December 31, 2015,2016, 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 ninesix months ended SeptemberJune 30, 20162017 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 20162017 or any other interim period.
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 ninesix months ended SeptemberJune 30, 20162017 and 20152016 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 six months ended SeptemberJune 30, 2016 and the three and nine months ended September 30, 2015,2017, 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 income (loss) per share for the three and ninesix months ended SeptemberJune 30, 20162017 and 2015.2016.
| | | | |
| | |
| | | | | | | | |
| ($ in thousands, except share and per share data) | ($ in thousands, except share and per share data) |
Net income (loss) | $(364) | $(2,195) | $3,330 | $(6,195) | |
| | |
Net Income (Loss) | | $(373) | $6,030 | $(822) | $3,694 |
Preferred dividends | (160) | (480) | (160) | (320) |
| | |
Income (Loss) Available to | $(524) | $(2,355) | $2,850 | $(6,675) | |
Common shareholders | | $(533) | $5,870 | $(1,142) | $3,374 |
| | |
Weighted Average Number | | |
Of Common Shares | | |
Outstanding (Basic) | 5,317,758 | |
Outstanding | | 5,317,758 |
| | |
Weighted Average Number | | |
Of Common Shares | | |
Outstanding (Diluted) | 5,317,758
| 10,095,525 | 5,317,758
| 9,514,130 | 10,386,223 | 9,514,130 | 10,386,223 |
| | |
Basic Income (Loss) | | |
Per Share | $(0.10) | $(0.44) | $0.54 | $(1.26) | |
Per Common Share | | $(0.10) | $1.10 | $(0.21) | $0.63 |
| | |
Diluted Income (Loss) | | |
Per Share | $(0.10) | $(0.44) | $0.38 | $(1.26) | |
Per Common Share | | $(0.10) | $0.60 | $(0.21) | $0.39 |
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 six month period ended June 30, 2017. Related party interest paid during the ninesix months ended SeptemberJune 30, 2016 was $5,925,000. There were no payments of interest during the three months ended September 30, 2016 and the nine months ended September 30, 2015.
(4) Restricted Cash
Restricted cash of $5,000, previously held by PGIP, the primary lender, as collateral for the Company’s debt obligation to PGIP, was released on June 28, 2016 following the sale of the undeveloped land in Hernando County and respective payment of the primary lender debt obligation on June 23, 2016.
Net receivables consisted of:
| | |
| | |
| |
Notes receivable - related party | $- | $178 |
| | |
| | |
| |
Notes receivable - related party | $500 | $- |
(6)The Company loaned an additional $60,000 to LIC on July 5, 2017. The short-term loans to LIC bear interest at 4.5% per annum and mature on December 31, 2017.
(5) Land Inventory
Land inventory consisted of:of
| | |
| | |
| |
Fully improved land | $14 | $14 |
(6) Other Assets
| | |
| | |
| |
Unimproved land | $- | $625 |
Fully improved land | 14 | 14 |
| $14 | $639 |
Other assets consisted of:
| | |
| | |
| |
Deposit with Trustee of 6-1/2% debentures | $41 | $41 |
Other | 2 | 1 |
| $43 | $42 |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
Other assets consisted of:
| | |
| | |
| |
Deposit with Trustee of 6-1/2% debentures | $41 | $41 |
Prepaid expenses | - | 2 |
Other | 2 | 1 |
| $43 | $44 |
(8)
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of:
| | |
| | |
| |
Accounts payable | $1 | $26 |
Accrued audit & professional | 37 | 46 |
Accrued consulting fees-related party | 1 | 1 |
Environmental remediation obligations | 4 | 19 |
Accrued debenture fees | 140 | 137 |
Accrued miscellaneous | 1 | 1 |
| $184 | $230 |
| | |
Accrued real estate taxes consisted of: | | |
Current real estate taxes | $2 | $4 |
| | |
| | |
| |
Accounts payable | $8 | $7 |
Accrued audit & professional | 34 | 40 |
Accrued consulting fees-related party | 1 | 1 |
Environmental remediation obligations | 21 | 25 |
Accrued debenture fees | 134 | 128 |
Accrued miscellaneous | 1 | 1 |
| $199 | $202 |
| | |
Accrued real estate taxes consisted of: | | |
Current real estate taxes | $4 | $8 |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(9)
Primary Lender(8) Credit Agreements,Agreements: Notes Payable and Subordinated and Convertible Debentures Payable
Credit agreements with the Company’s primary lender and notes payable consisted of the following:
| | |
| | |
| |
Credit agreements - first mortgage-related party bearing interest at prime plus 5%; due June 1, 1997 | $- | $500 |
| | |
Notes payable - $1,176,000 bearing interest at prime plus 2%, the remainder non-interest bearing, all past due | 1,198 | 1,198 |
| 1,198 | 1,698 |
Subordinated convertible debentures payable: | | |
At 6-1/2% interest; due June 1, 1991 | 447 | 447 |
At 6% interest; due May 1, 1992 | 8,025 | 8,025 |
| 8,472 | 8,472 |
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 |
| $9,670 | $11,670 |
The proceeds from the sale of the Property of $9 million were received on June 23, 2016 and payment of the primary debt obligation, including all accrued interest totaling $970,000, was made to PGIP, the holder of the first mortgage note and an affiliate of the Company. In addition, on June 23, 2016, the remaining principal of the convertible debentures payable to related parties totaling $1,500,000 was paid and a portion of the related accrued interest was paid totaling $5,455,000 to the current holders of such debentures. LIC, an affiliate of L-PGI, the Company’s primary preferred stock shareholder and Love-1989, also an affiliate of L-PGI, held the collateralized convertible debentures. | | | |
| | | |
| | |
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 6-1/2% interest; due June 1, 1991 | 447 | 447 |
At 6% interest; due May 1, 1992 | 8,025 | 8,025 |
| 8,472 | 8,472 |
| $9,670 | $9,670 |
The Trustee of the 6.5% unsecured subordinated convertible debentures, which matured in June, 1991, with an original face amount of $1,034,000, provided notice of final distribution to holders of such debentures on September 2, 2014. In connection with such final distributions, the Trustee has maintained a debenture reserve fund with a balance of $41,000 as of SeptemberJune 30, 20162017 and December 31, 2015,2016, available for final distribution to holders of such debentures who surrender their respective debenture certificates.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
During the ninesix month period ended SeptemberJune 30, 2017 and during the year ended December 31, 2016, there were no unsecured subordinated convertible debentures that were surrendered by their respective debenture holders and no funds were utilized from the debenture reserve account. During the year ended December 31, 2015, such unsecured subordinated convertible debentures with face amounts of $80,000 were surrendered by their respective debenture holders. Funds utilized from the debenture reserve account were $7,000 during the year ended December 31, 2015 in payment of a final distribution to such debenture holders. Accordingly, the Company recognized $73,000 in forgiveness of debt during the year ended December 31, 2015. In addition, accrued interest in the amount of $136,000 on such debentures that have been surrendered was recorded as forgiveness of interest expense during the year ended December 31, 2015.
As of SeptemberJune 30, 20162017 and December 31, 20152016 the outstanding principal balance on such 6.5% unsecured subordinated convertible debentures that were not surrendered by the respective holders equals $447,000 plus accrued and unpaid interest of $809,000$831,000 and $788,000,$817,000, respectively. If and when such remaining debentures are surrendered to the Trustee, the applicable portion of such principal and accrued interest will similarly be recorded as debt and accrued interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% unsecured subordinated convertible debentures would be barred under the applicable statutes of limitations.
Real estate sales and cost of sales consisted of:
| | |
| | | | |
| | | | |
| |
| | | | |
Real estate sales | $- | $- | $9,000 | $- |
| | | | |
| | | | |
Cost of real estate sales including expenses of sale | $- | $- | $(745) | $- |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(11)(9) Income Taxes
Income tax expense of $57,000 was recognized as of June 30, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate. The Company paid a Federal income tax deposit of $75,000 on April 18, 2017, therefore, $18,000 is recoverable income taxes at June 30, 2017. At December 31, 2015,2016, the Company had an operating loss carryforward of approximately $69,127,000$66,420,000 available to reduce future taxable income. These operating losses expire at various dates through 2035.
The following summarizes the temporary differences of the Company at SeptemberJune 30, 20162017 and December 31, 20152016 at the statutory rate:
| | | | |
| | | | |
| | |
Deferred tax asset | | |
Net operating loss carryforward | $25,077 | $26,342 | $25,552 | $25,240 |
Alternative minimum tax credit carryforward | 67 | - | |
Adjustments to reduce land to net realizable value | 12 | |
Expenses capitalized under IRC 263(a) | 56 | 56 |
Environmental liability | 9 | 7 |
Valuation allowance | (25,049) | (26,247) | (25,615) | (25,303) |
| 172 | |
| | |
Deferred tax liability: | | |
Basis difference of land and improvement inventories | 172 | |
Net deferred tax asset | $- | |
Total deferred tax asset | | - |
(12)(10) Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at SeptemberJune 30, 20162017 and December 31, 20152016 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.
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”). In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly-owned subsidiary of the Company, owns 12 parcels of real estate in Charlotte County, Florida, which total approximates 60 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
On June 17, 2016 two contracts were executed for the sale of two undeveloped parcels of real property consisting of 369 acres located in Hernando County, Florida (the “Property”) between Sugarmill Woods and the State of Florida Department of Transportation (the “Florida DOT”). The Property was encumbered by secured creditor claims, and the sale of the Property closed on June 21, 2016 for $9,000,000. The Florida DOT desired to acquire the Property in connection with the northward extension of the Suncoast Parkway as part of the Suncoast Parkway, Project 2.
The proceeds from the sale of the Property of $9,000,000 were received on June 23, 2016 and payment of the primary lender debt obligation totaling $500,000 in outstanding principal, and all accrued interest payable related to such debt totaling $470,000, was made to PGIP LLC (“PGIP”“(PGIP”), the holder of the first mortgage note and an affiliate of the Company. In addition, on June 23, 2016, the remaining outstanding principal of the collateralized convertible debentures totaling $1,500,000 and a portion of the accrued interest related to such debentures totaling $5,455,000 was paid to the current holders of such debentures. Love Investment Company (“LIC”), an affiliate of Love-PGI Partners, L.P. (“L-PGI”), the Company’s primary preferred stock shareholder, and Love-1989 Florida Partners, LP (“Love-1989”), also an affiliateeach affiliates of L-PGI,Love-PGI Partners, L.P. (“L-PGI”), held thesuch collateralized convertible debentures. | | | |
| | | |
| | | |
| |
Credit agreements - first mortgage note | $500 | $470 | $- |
payable-related party | | | |
| | | |
Collateralized convertible debentures | | | |
payable-related party | 1,500 | 5,455 | 52,915 |
| $2,000 | $5,925 | $52,915 |
Prior to December 31, 2016, L-PGI was the Company’s primary preferred stock shareholder. Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,760 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company that were held by L-PGI to LIC in conjunction with settling its remaining indebtedness.
The Trustee of the 6.5% subordinated debentures, which matured in June, 1991, with an original face amount of $1,034,000, provided notice of final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintained a debenture reserve fund with a balance of $41,000 as of SeptemberJune 30, 20162017 and December 31, 2015,2016, respectively, which is available for final distribution to holders of such debentures who surrender their respective debenture certificates.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
During the ninesix month period ended SeptemberJune 30, 2017 and the year ended December 31, 2016, there were no 6.5% subordinated convertible debentures that were surrendered by their respective debenture holders and no funds were utilized from the debenture reserve account. During the year ended December 31, 2015 such subordinated convertible debentures with a face amount of $80,000 were surrendered by their respective debenture holders.
As of SeptemberJune 30, 20162017 and December 31, 20152016 the remaining outstanding principal balance on such 6.5% subordinated convertible debentures that werehave not been surrendered by the respective holders equals $447,000 plus accrued and unpaid interest of $809,000$831,000 and $788,000,$817,000, respectively. If and when such remaining debentures are surrendered to the Trustee, the applicable portion of such principal and accrued interest will similarly be recorded as debt and interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% subordinated convertible debentures would be barred under the applicable statutes of limitations.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
As of SeptemberJune 30, 2016,2017, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the accrued interest with respect to its collateralized convertible debentures.
Results of Operations
Revenues for the three months ended SeptemberJune 30, 20162017 decreased by $1,000$9,000,000 to $1,000 from $2,000$9,001,000 for the comparable 20152016 period primarily as a result of decreased interest income.the sale by Sugarmill Woods of the Property to the Florida DOT on June 21, 2016 for $9 million. Interest income for the three monthsmonth periods ended SeptemberJune 30, 2017 and 2016 represents interest earned on the Company’s money market account. Interest income for the three months ended September 30, 2015 represents related party interest on the short-term note receivable balance with LIC, an affiliate of L-PGI, the Company’s primary preferred stock shareholder. The Company received payment of the note receivable balance from LIC on June 23, 2016.
Expenses for the three months ended SeptemberJune 30, 20162017 decreased by $1,832,000$2,597,000 when compared to the same period in 2015 primarily2016. The cost of real estate sales and expenses of sale for the three month period ended June 30, 2017 decreased by $745,000 compared to the three month period ended June 30, 2016, solely as a result of a decreasecosts and expenses incurred in interestconnection with the Property sale on June 21, 2016. There was no such expense duringfor the three months ended September 30, 2016.comparable period in 2017. Interest expense for the three month period ended SeptemberJune 30, 20162017 decreased by $1,834,000$1,850,000 compared to the same period in 2015, primarily due2016. There was no interest expense-related party during the three month period ended June 30, 2017 compared to interest expense-related party of $1,859,000 during the repayment of the outstanding principal of the Company’s collateralized debt with a portion of the proceedssame period in 2016. Proceeds from the Property sale receivedwere used by the Company on June 23, 2016 includingto repay the entire outstanding principal of the primary lender debt of $500,000, withwhich was held by PGIP, and the entire outstanding principal of the collateralized convertible debenture principal in the amount of $1,500,000, paid towhich was held by LIC and Love-1989. As a result there wasWith the full repayment of such principal, no additional interest expense during the three months ended September 30, 2016was accrued with respect to such collateralized debt.debentures subsequent to June 23, 2016. Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $9,000 during the three month period ended June 30, 2017 compared to the same period in 2016, primarily as a result of (i) interest accruing on past due balances which increase at various intervals throughout the year for accrued but unpaid interest, and (ii) an increase in interest rates in 2017.
Taxes and assessments expense decreased by $1,000 during the three month periodmonths ended SeptemberJune 30, 20162017 when compared to the same period in 20152016 as a result of lower real estate tax expense due to the sale of Property sold to the Florida DOT on June 21, 2016. ConsultingLegal and accountingprofessional expenses increaseddecreased by $1,000$2,000 during the three months ended SeptemberJune 30, 20162017 when compared to the same period in 2015.2016 due to additional legal expenses incurred in 2016 in connection with the filing of the Company’s periodic reports during the three months ended June 30, 2016. General and administrative expenses during the three month period ended June 30, 2017 increased by $1,000 when compared to the same period in 2016 primarily as a result of increased audit and tax service fees during the three month period ended June 30, 2017. As a result, a net loss of $373,000 was incurred for the three months ended June 30, 2017 compared to net income of $6,030,000 realized for the three months ended June 30, 2016. After deducting preferred dividends, totaling $160,000 for the three month periods ended June 30, 2017 and 2016, with respect to the Class A Preferred Stock, a net income (loss) per share of $(.10) and $1.10 was incurred for the three month periods ended June 30, 2017 and 2016, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through June 30, 2017 is $14,195,000.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Revenues for the six month period ended June 30, 2017 decreased by $9,000,000 to $2,000 from $9,002,000 for the comparable 2016 period primarily as a result of the sale by Sugarmill Woods in 2016 of the Property to the Florida DOT for $9 million. Related party interest income decreased by $1,000 during the six months ended June 30, 2017 to $1,000 from $2,000 for the comparable period in 2016. The related party interest income for the six month period ended June 30, 2017 is a result of the Company’s investment in a $500,000 short term note with LIC, which investment was made during the three month period ended June 30, 2017. The Company received payment of the previous note receivable from LIC on June 23, 2016. Interest income on the Company’s money market account increased by $1,000 during the six months ended June 30, 2017. There was no money market account interest income during the six months ended June 30, 2016.
Expenses for the six months ended June 30, 2017 decreased by $4,541,000 when compared to the same period in 2016. The cost of real estate sales and expenses of sale for the six month period ended June 30, 2017 decreased by $745,000 compared to the six month period ended June 30, 2016, solely as a result of costs and expenses incurred in connection with the Property sale on June 21, 2016. There was no such expense for the comparable period in 2017. Interest expense for the six month period ended June 30, 2017 decreased by $3,815,000 compared to the same period in 2016. There was no interest expense-related party during the six month period ended June 30, 2017 compared to interest expense-related party of $3,832,000 during the same period in 2016. Proceeds from the Property sale were used by the Company on June 23, 2016 to repay the entire outstanding principal of the primary lender debt of $500,000, which was held by PGIP, and the entire outstanding principal of the collateralized convertible debenture of $1,500,000, which was held by LIC and Love-1989. With the full repayment of such principal, no additional interest expense was accrued with respect to such debentures subsequent to June 23, 2016. Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $17,000 during the six month period ended June 30, 2017 compared to the same period in 2016, primarily as a result of (i) interest accruing on past due balances which increase at various intervals throughout the year for accrued but unpaid interest, and (ii) an increase in interest rates in 2017.
Taxes and assessments expense decreased by $2,000 during the six month period ended June 30, 2017 when compared to the same period in 2016 as a result of lower real estate tax expense during the six month period ended June 30, 2017 due to the sale of Property sold to the Florida DOT on June 21, 2016. Consulting and accounting-related party expenses increased by $1,000 during the six month period ended June 30, 2017 when compared to the same period in 2016. A quarterly consulting fee is paid to Love Real Estate Company (“LREC”), an affiliate of L-PGI,LIC, of one-tenth of one percent of the carrying value of the Company’s assets which increased effective June 21, 2016 with the sale of Property to the Florida DOT.DOT, which resulted in the increase in such consulting and accounting expenses during the six month period ended June 30, 2017.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Legal and professional expenses during the three monthssix month period ended SeptemberJune 30, 20162017 increased by approximately $2,000$14,000 when compared to the same period in 2015,2016, primarily as a result of additional legal expenses incurred on a parcel in connection with the filing of the Company’s periodic reportsCitrus County requiring additional environmental remediation during the threesix month period ended SeptemberJune 30, 2016. As a result, a net loss of $364,000 was incurred for2017. General and administrative expenses during the three monthssix month period ended SeptemberJune 30, 20162017 increased by $6,000 when compared to a net loss of $2,195,000 for the comparablesame period in 2015. After deducting preferred dividends, totaling $160,000 for each of the three months ended September 30, 2016 and 2015 , with respect to the Class A Preferred Stock, a net loss per share of $(.10) and $(.44) was incurred for the three month periods ended September 30, 2016 and 2015. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through September 30, 2016 is $13,715,000.
Revenues for the nine months ended September 30, 2016 increased by $8,996,000 to $9,003,000 from $7,000 for the comparable 2015 period primarily as a result of increased audit and tax service fees during the sale by Sugarmill Woods of the Property to the Florida DOT onsix month period ended June 21, 2016 for $9,000,000. Interest income for the nine months ended September 30, 2016 in the amount of $1,000 represents interest earned on the Company’s money market account. Interest income from related party decreased by $5,000 in the first nine months of 2016 to $2,000 from $7,000 for the comparable period in 2015 due to receipt of the repayment of the short term note receivable balance from LIC, an affiliate of L-PGI, the Company’s primary preferred stock shareholder, on June 23, 2016 . Net income of $3,330,000 was realized for the first nine months of 2016, which includes a gain of $8,255,000 from the Property sale to the Florida DOT. This compared to a net loss of $6,195,000 for the first nine months of 2015. After deducting preferred dividends, totaling $480,000 for each of the nine months ended September 30, 2016 and 2015, net income (loss) per share of $.54 and $(1.26), respectively, were reported for the nine month periods ended September 30, 2016 and 2015.
The proceeds from the sale of the Property were received from the Florida DOT on June 23, 2016 and payment of the first mortgage obligation was made to PGIP, an affiliate of the Company. In addition, on June 23, 2016, the collateralized convertible debentures principal was paid and a portion of the accrued interest was paid to the current holders of such debentures. LIC, an affiliate of L-PGI, the Company’s primary preferred stock shareholder, and Love-1989, also an affiliate of L-PGI, held the collateralized convertible debentures.2017.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The June 23, 2016 paymentsCompany paid a Federal income tax deposit of principal and interest were as follows:
| | |
| | |
| |
Primary lender-1st mortgage note | $500 | $470 |
payable (PGIP-related party) | | |
| | |
Collateralized convertible debentures | | |
payable (LIC-related party) | 703 | 2,557 |
| | |
Collateralized convertible debentures | | |
payable (Love-1989-related party) | 797 | 2,898 |
| $2,000 | $5,925 |
Real estate sales and cost of real estate sales$75,000 on April 18, 2017 for the nine months ended September 30,estimated 2016 and September 30, 2015 were as follows:
| |
| | |
| | |
| |
| | |
Real estate sales | $9,000 | $- |
| | |
Cost of real estate sales and | | |
expenses of sale | $(745) | $- |
Real estate sales forAlternative Minimum Tax on the nine months ended September 30, 2016 increased by $9,000,000 compared to the nine months ended September 30, 2015 solely due to the sale of the Property by Sugarmill Woods to the Florida DOTgain on June 21, 2016. There were no sales of real estateestate. Estimated recoverable income taxes as of June 30, 2017 is $18,000 and the Company recognized an income tax expense of $57,000 during the six month period ended June 30, 2017. As a result, a net loss of $822,000 was incurred for the six month period ended June 30, 2017 compared to net income of $3,694,000 for the comparable period in 2015.2016. After deducting preferred dividends, totaling $320,000 for the six month periods ended June 30, 2017 and 2016, with respect to the Class A Preferred Stock, net income (loss) per share of $(.21) and $.63 was incurred for the six month periods ended June 30, 2017 and 2016, respectively.
Cash Flow Analysis
During the six month period ended June 30, 2017, the Company’s net cash used in operating activities was $213,000 compared to cash provided by operating activities of $2,887,000 for the comparable period in 2016, reflecting the net effect of the $9 million received in the sale of Property to the Florida DOT and $5,925,000 of accrued interest paid on collateralized debt. Net cash used in investing activities during the six months ended June 30, 2017, consisted of a $500,000 short-term loan to LIC, the Company’s primary preferred shareholder, bearing interest at 4.5% per annum and to be repaid by December 31, 2017. During the six months ended June 30, 2016, the Company received $178,000 in payment of the note receivable principal from LIC and the restricted cash of $5,000 from PGIP, the first mortgage lender, which was released with the sale of Property and satisfaction of the primary lender debt obligation owed to PGIP. Net cash used in financing activities for the six month period ended June 30, 2016 was for the repayment of $2 million of related party primary lender debt and related party collateralized convertible debentures.
Analysis of Financial Condition
Total assets decreased by $194,000 at June 30, 2017 compared to total assets at December 31, 2016, reflecting the following changes:
| | | |
| | | |
| ($ in thousands) |
Cash | $245 | $958 | $(713) |
Receivables-related party | 500 | - | 500 |
Recoverable income taxes | 18 | - | 18 |
Land and improvement inventories | 14 | 14 | - |
Other assets | 43 | 42 | 1 |
| $820 | $1,014 | $(194) |
During the six month period ended June 30, 2017, cash decreased by $713,000 compared to December 31, 2016, primarily as a result of the $500,000 short-term loan to LIC which bears interest of 4.5% per annum and matures on December 31, 2017, and funding of the Company’s operating activities.
The Company paid a Federal income tax deposit of $75,000 on April 18, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate. Estimated recoverable income taxes as of June 30, 2017 is $18,000 and estimated income tax expense of $57,000 was recognized for the six months ended June 30, 2017.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Expenses for the nine months ended SeptemberLiabilities were approximately $90,336,000 at June 30, 2016 decreased by $529,000 when2017 compared to the same period in 2015 as follows:
| |
| | | |
| | | |
| | | |
COSTS, EXPENSES AND OTHER | | | |
| | | |
Cost of real estate sales and expenses of sale | $745 | $- | $745 |
Interest | 990 | 967 | 23 |
| | | |
Forgiveness of debt and interest | - | (209) | 209 |
Interest-related party | 3,832 | 5,342 | (1,510) |
Taxes and assessments | 5 | 7 | (2) |
| | | |
Consulting and accounting- related party | 28 | 28 | - |
Legal and professional | 15 | 8 | 7 |
General and administrative | 58 | 59 | (1) |
| $5,673 | $6,202 | $(529) |
Cost of real estate sales and expenses of sale for the nine month period ended September 30, 2016 increased by $745,000 compared to the nine month period ended September 30, 2015 solely as a result of the costs and expenses incurred in connection with the Property sale. There was no such expense for the comparable period in 2015.
Interest expense for the first nine months of 2016 decreased by $1,487,000 compared to the same period in 2015. Interest expense relating to the Company’s current outstanding debt held by non-related parties increased by $23,000 during the nine months ended September 30, 2016 compared to the same period in 2015, primarily as a result of interest accruing on past due balances which increased at various intervals throughout the nine month period for accrued but unpaid interest. Interest expense-related party decreased by $1,510,000 during the nine months ended September 30, 2016 compared to the same period in 2015 primarily due to the repayment of the outstanding principal of the Company’s collateralized debt with a portion of the proceeds from the Property sale received on June 23, 2016, including the primary lender debt of $500,000 with PGIP and the collateralized convertible debenture principal in the amount of $1,500,000 paid to LIC and Love-1989.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
There was no forgiveness of debt and interest in the nine months ended September 30, 2016 as compared to $209,000 for the same period in 2015. The forgiveness of debt and interest for the nine months ended September 30, 2015 is attributed to the 6.5% subordinated convertible debentures which matured in June, 1991, in the face amount of $80,000 that were surrendered in exchange for a final distribution of $92 per $1,000 in face value of such debentures. Accrued interest in the amount of $136,000 on such surrendered debentures was recorded as forgiveness of interest expense during the nine months ended September 30, 2015, and the remaining principal amount of such surrendered debentures in the amount of $73,000 was recorded as forgiveness of debt during such period.
Legal and professional expenses increased by $7,000 in the first nine months of 2016 compared to the same period in 2015 as a result of legal expenses incurred in connection with the filing of the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended, during the first nine months of 2016.
Cash Flow Analysis
Cash provided by operating activities for the nine months ended September 30, 2016 was $2,846,000, primarily reflecting the net effect of the $9,000,000 received in the sale of the Property to the Florida DOT and $5,925,000 of accrued interest paid on collateralized debt. This compared to cash used in operating activities of $130,000 for the comparable 2015 period. In addition, during the first nine months of 2016, the Company received $178,000 in payment of the note receivable principal from LIC, an affiliate of the Company and the restricted cash of $5,000 from PGIP, the first mortgage lender, which was released upon the sale of the Property and satisfaction of the primary lender debt obligation owed to PGIP. Net cash used in financing activities was for the principal repayment of $2,000,000 of primary lender debt to PGIP and collateralized convertible debentures to LIC and Love-1989.
Analysis of Financial Condition
Total assets increased by $220,000 at September 30, 2016 compared to total assetsapproximately $89,708,000 at December 31, 2015,2016, reflecting the following changes:changes which resulted in an increase of $628,000 of liabilities:
| | | |
| | | |
| | | |
Cash | $1,030 | $1 | $1,029 |
Restricted cash | - | 5 | (5) |
Receivables-related party | - | 178 | (178) |
Land and improvement inventories | 14 | 639 | (625) |
Other assets | 43 | 44 | (1) |
| $1,087 | $867 | $220 |
| | | |
| | | |
| ($ in thousands) |
Accounts payable and accrued expenses | $184 | $230 | $(46) |
Accrued real estate taxes | 2 | 4 | (2) |
Accrued interest | 80,480 | 79,804 | 676 |
Credit agreements: | | | - |
Notes payable | 1,198 | 1,198 | - |
Subordinated convertible | | | |
debentures payable | 8,472 | 8,472 | - |
| | | |
| $90,336 | $89,708 | $628 |
During the nine months ended September 30, 2016, cash increased by $1,029,000 compared to December 31, 2015, which is primarily attributed to the remaining proceeds of the Property sale to the Florida DOT in the second quarter of 2016. The Company anticipates that the cash will be utilized by the Company to fund its future operating activities.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Restricted cash decreased by $5,000 during the first nine months of 2016 with the release of restricted funds upon the sale of the Property and satisfaction of the primary lender debt obligation owed to PGIP.
Receivables-related party decreased by $178,000 during the first nine months of 2016 as the Company received payment of the outstanding note receivable balance from LIC, an affiliate of the Company.
Land and improvement inventories decreased by $625,000 during the first nine months of 2016 as a result of the sale of the Property, with the cost of the Property sold reflected in the cost of real estate sales for the nine months ended September 30, 2016.
Liabilities were approximately $89,343,000 at September 30, 2016 compared to approximately $92,453,000 at December 31, 2015, reflecting the following changes:
| | | |
| | | |
| | | |
Accounts payable and accrued expenses | $199 | $202 | $(3) |
Accrued real estate taxes | 4 | 8 | (4) |
Accrued interest | 79,470 | 80,573 | (1,103) |
Credit agreements: | | | - |
Primary lender-related party | - | 500 | (500) |
Notes payable | 1,198 | 1,198 | - |
Subordinated convertible debentures payable
| 8,472 | 8,472 | - |
Convertible debentures payable-related party | - | 1,500 | (1,500) |
| $89,343 | $92,453 | $(3,110) |
During the ninesix month period ended SeptemberJune 30, 2016,2017, the amount of accounts payable and accrued expenses decreased by $3,000$46,000 primarily as a result of timing differences. Accrued real estate taxes decreased by $4,000$2,000 during the ninesix month period ended SeptemberJune 30, 20162017 due to the payment of previously accrued taxes. There was a net decrease of accruedAccrued interest in the amount of $1,103,000 during the ninesix month period ended SeptemberJune 30, 2016 with2017 increased by $676,000 due to the aggregate payment of $5,925,000 in accrued interest to PGIP, as the holder of the Company’s first mortgage note, and the holders of the collateralized convertible debentures being offset by an increase of accrued interest in the amount of $4,822,000 of interest expense for such period. During the ninesix month period ended SeptemberJune 30, 2016,2017, the entireCompany made no interest or principal payments on its outstanding principal of the primary lender debt in the amount of $500,000 was repaid to PGIP,notes payable and the entire outstanding principal of thesubordinated convertible debentures in the aggregate amount of $1,500,000 was repaid to LIC and Love-1989.debentures.
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 the subordinated convertible debentures) of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.
The principal and accrued interest amounts due as of SeptemberJune 30, 20162017 are as indicated in the following table:
| | |
| | | | |
| | | | |
| | |
| | |
Subordinated convertible debentures: | | |
At 6 1/2 %, due June 1, 1991 | $447 | $809 | $447 | $831 |
At 6%, due May 1, 1992 | 8,025 | 22,616 | 8,025 | 23,553 |
| $8,472 | $23,425 | $8,472 | $24,384 |
Collateralized convertible debentures-related party: | | |
At 14%, due July 8, 1997 | $- | $52,915 | $- | $52,915 |
| | |
Notes payable: | | |
At prime plus 2%, all past due | $1,176 | $3,130 | $1,176 | $3,181 |
Non-interest bearing | 22 | - | 22 | - |
| $1,198 | $3,130 | $1,198 | $3,181 |
The Company does not have sufficient funds available (after payment of, or the reserving for the payment of, anticipated future operating 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.
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, 2015.2016.
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 SeptemberJune 30, 2016.2017. There have been no changes in the Company’s internal control over financial reporting during the quarter ended SeptemberJune 30, 20162017 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)
| PGI INCORPORATED | |
| (Registrant) | |
Date: August 14, 2017 | | | |
Date: November 9, 2016 | By: | /s/Laurence A. Schiffer
| |
| | Laurence A. Schiffer
| |
| | President | |
| | (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) | |
PGI INCORPORATED AND SUBSIDIARIES
EXHIBIT INDEX
2EXHIBIT INDEX |
| |
2. | Inapplicable. |
| |
3.(i) | Inapplicable. |
| |
3.(ii) | Inapplicable. |
| |
44. | Inapplicable. |
| |
1010. | Inapplicable. |
| |
1111. | Statement re: Computation of Per Share Earnings (Set forth in Note 2 of the Notes to Condensed Consolidated Financial Statements (Unaudited) herein). |
| |
15 | Inapplicable. |
| |
1818. | Inapplicable. |
| |
1919. | Inapplicable. |
| |
2222. | Inapplicable. |
| |
2323. | Inapplicable. |
| |
24 24. | Inapplicable. |
| |
| Principal Executive Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| |
| Principal Financial Officer certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
| |
| Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350. |
| |
| Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350. |
| |
9595. | Inapplicable. |
| |
9999. | Inapplicable. |
| |
100100. | Inapplicable. |
| |
101101. | Instance Document, Schema Document, Calculation Linkbase Document, Labels Linkbase Document, Presentation Linkbase Document and Definition Linkbase Document.* |
* Furnished with this report.
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