U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-6471
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PGI INCORPORATED
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(Exact name of small business issuer as specified in its charter)
FLORIDA 59-0867335
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
212 SOUTH CENTRAL, SUITE 100, ST. LOUIS, MISSOURI 63105
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(Address of principal executive offices)
(314) 512-8650
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(Issuer's telephone number)
N/A
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(Former Name, Former Address and Former Fiscal Year, if changed
since last report)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for shorter period that a registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of May 12,
2004, there were 5,317,758 shares of the Registrant's common stock, $.10 par
value, outstanding.
Transitional Small Business Disclosure Format (Check one):
Yes No X
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1
PGI INCORPORATED AND SUBSIDIARIES
Form 10 - QSB
For the Quarter Ended March 31, 2004
Table of Contents
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Form 10 - QSB
Page No.
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PART I Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial Position
March 31, 2004 (Unaudited) and December 31, 2003 3
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2004 and 2003 4
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31, 2004 and 2003 5
Notes to Consolidated Financial Statements
(Unaudited) 6 - 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12 - 15
Item 3. Controls and Procedures 15
PART II Other Information
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Small Business Issuer
Purchases of Equity Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8 - K 17
SIGNATURES 18
EXHIBIT INDEX 19
2
Part I Financial Information
Item 1. Financial Statements
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PGI INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in thousands)
March 31, December 31,
2004 2003
---- ----
(Unaudited)
ASSETS
Cash and cash equivalents $ 343 $ 250
Restricted cash 1 1
Receivables 364 377
Land and improvement inventories 628 670
Other assets 168 168
-------- --------
$ 1,504 $ 1,466
======== ========
LIABILITIES
Accounts payable & accrued expenses $ 76 $ 69
Accrued real estate taxes 385 402
Deferred credits 2 3
Accrued interest:
Primary Lender 5 5
Debentures 20,018 19,406
Other 2,177 2,160
Credit Agreements -
Primary lender 700 700
Notes payable 1,198 1,198
Subordinated debentures payable 9,059 9,059
Convertible debentures payable 1,500 1,500
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$ 35,120 $ 34,502
======== ========
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 $.10 per share;
authorized 25,000,000 shares; 5,317,758
shares issued and outstanding 532 532
Paid in capital 13,498 13,498
Accumulated deficit (49,646) (49,066)
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(33,616) (33,036)
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$ 1,504 $ 1,466
======== ========
See accompanying notes to consolidated financial statements.
3
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
(Unaudited)
Three Months Ended
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March 31, March 31,
2004 2003
---- ----
REVENUES
Real Estate Sales $ 160 $ 21
Interest Income 10 12
Other Income 4 1
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$ 174 $ 34
======= =======
COSTS AND EXPENSES
Cost of Real Estate Sales $ 61 $ 5
Interest 645 591
Taxes & Assessments 3 12
Consulting & Accounting 10 10
Legal & Professional 25 31
General & Administrative 10 14
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754 663
------- -------
NET (LOSS) $ (580) $ (629)
======= =======
NET (LOSS) PER SHARE (*) $ (.14) $ (.15)
======= =======
* Considers the effect of cumulative preferred dividends in arrears for the
three months ended March 31, 2004 and 2003.
See accompanying notes to consolidated financial statements.
4
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
Three Months Ended
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March 31, March 31,
2004 2003
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Net cash provided by (used in) operating activities $ 94 $ (27)
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Cash flows from investing activities:
Purchases of inventory and deferred expenditures (1) (6)
Proceeds from notes receivables - 1
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Net cash provided by (used in) investing activities (1) (5)
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Net increase (decrease) in cash 93 (32)
Cash at beginning of period 250 93
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Cash at end of period $ 343 $ 61
====== ======
See accompanying notes to consolidated financial statements.
5
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of PGI
Incorporated and its subsidiaries (the "Company")have been prepared
in accordance with the instructions to Form 10 - QSB 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 accountants 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, 2003.
The consolidated balance sheet as of December 31, 2003 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 and 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
9, 10, 11, and 16 to the Company's consolidated financial
statements for the year ended December 31, 2003, as contained in
the Company's Annual Report on Form 10 - KSB).
All adjustments (consisting of only normal recurring accruals)
necessary for fair presentation of financial position, results of
operations and cash flows have been made. The results for the three
months ended March 31, 2004 are not necessarily indicative of
operations to be expected for the fiscal year ending December 31,
2004 or any other interim period.
(2) Per Share Data
Basic per share amounts are computed by dividing net income (loss),
after considering cumulative dividends in arrears on the Company's
preferred stock, by the average number of common shares and common
stock equivalents outstanding. For this purpose, the Company's
cumulative convertible preferred stock and collateralized
convertible debentures are not deemed to be common stock
equivalents. The average number of common shares outstanding for
the three months ended March 31, 2004 and 2003 was 5,317,758.
Diluted per share amounts are computed by dividing net income
(loss) by the average number of common shares outstanding, after
adjusting for the estimated effect of the assumed conversion of all
cumulative convertible preferred stock and collateralized
convertible debentures into shares of common stock. For the three
months ended March 31, 2004 and 2003, the assumed conversion of all
cumulative convertible preferred stock and collateralized
convertible debentures would have been anti-dilutive.
6
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following is a summary of the calculations used in computing
basic and diluted (loss) per share for the three months ended March
31, 2004 and 2003.
Three Months Ended
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March 31, March 31,
2004 2003
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Net (Loss) $(580,000) $(629,000)
Preferred Dividends $(160,000) $(160,000)
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(Loss) Available to
Common Shareholders $(740,000) $(789,000)
========= =========
Weighted Average Number
Of Shares Outstanding 5,317,758 5,317,758
Basic and Diluted (Loss)
Per Share $(.14) $(.15)
(3) Statement of Cash Flows
The Financial Accounting Standards Board issued Statement No. 95,
"Statement of Cash Flows", which 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. Interest paid for the three months
ended March 31, 2004 and 2003 was $16,000 and $17,000 respectively.
(4) Restricted Cash
Restricted cash includes restricted proceeds held by the primary
lender as collateral for debt repayment.
7
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(5) Receivables
Net receivables consisted of:
March 31, December 31,
2004 2003
---- ----
($ in thousands)
Contracts receivable on homesite sales $ 64 $ 64
Less: Allowance for cancellations (64) (64)
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Net receivables on real estate sales - -
Other notes receivable - trade 1 21
Other notes receivable - related party 340 340
Other interest receivable 23 16
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$ 364 $ 377
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(6) Land and Improvements
Land and improvement inventories consisted of:
March 31, December 31,
2004 2003
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($ in thousands)
Unimproved land $ 613 $ 613
Fully improved land 15 57
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$ 628 $ 670
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(7) Property and Equipment
Property and Equipment consisted of:
March 31, December 31,
2004 2003
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($ in thousands)
Furniture, fixtures and other equipment $ 31 $ 31
Less: Accumulated depreciation (31) (31)
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$ - $ -
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(8) Other Assets
Other assets consisted of:
March 31, December 31,
2004 2003
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($ in thousands)
Deposit with Trustee of 6-1/2% debentures $ 161 $ 160
Other 7 8
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$ 168 $ 168
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8
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(9) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of:
March 31, December 31,
2004 2003
---- ----
($ in thousands)
Accounts payable $ 59 $ 24
Accrued audit & professional 16 27
Accrued consulting fees - 11
Accrued legal - 6
Accrued miscellaneous 1 1
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$ 76 $ 69
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Accrued Real Estate Taxes consisted of:
Current real estate taxes $ 11 $ 11
Delinquent real estate taxes 374 391
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$ 385 $ 402
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(10) Primary Lender Credit Agreements, Notes Payable, Subordinated and
Convertible Debentures Payable
Credit agreements with the Company's primary lender and notes payable
consisted of the following:
March 31, December 31,
2004 2003
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($ in thousands)
Credit agreements - primary lender:
(maturing July 8, 1997, bearing interest
at prime plus 5%) $ 700 $ 700
Notes payable - $1,176,000
bearing interest at prime plus 2% 1,198 1,198
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$ 1,898 $ 1,898
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Subordinated debentures payable:
At 6-1/2% interest; due June 1991 $ 1,034 $ 1,034
At 6% interest; due May 1, 1992 8,025 8,025
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$ 9,059 $ 9,059
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9
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
Collateralized convertible debentures payable:
At 14% interest; due July 8, 1997,
convertible into shares of common stock 1,500 1,500
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at $1.72 per share $12,457 $12,457
======= =======
(11) Real Estate Sales and Other Income
Real Estate Sales and Cost of Sales for the three months ended
March 31, 2004 and 2003 were as follows:
Three Months Ended
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March 31, March 31,
2004 2003
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($ in thousands)
Real Estate Sales $ 160 $ 21
Cost of Sales 61 5
Other income for the three months ended March 31, 2004 and 2003 was
$4,000 and $1,000 respectively. The other income mainly consists of
recoveries of contracts receivable which have been fully provided
for.
(12) Income Taxes
At December 31, 2003, the Company had an operating loss
carryforward of approximately $33,000,000 to reduce future taxable
income. These operating losses expire at various dates through
2022.
10
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
The following summarizes the temporary differences of the Company
at December 31, 2003 at the current statutory rate:
($ in thousands)
Deferred tax asset:
Net operating loss carryforward $ 12,898
Adjustments to reduce land to net realizable value 12
Expenses capitalized under IRC 263(a) 56
Valuation allowance (12,794)
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172
Deferred tax liability:
Basis difference of land and improvement inventories 172
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Net deferred tax asset $ -
========
11
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Preliminary Note
The Company's business focus and emphasis recently has been to
concentrate its sales and marketing efforts on the disposition of its
remaining real estate, as a result of its continuing financial difficulties
due to the principal and interest owed on its debt.
Presently, the most valuable remaining asset is a parcel of 366
acres located in Hernando County, Florida. The Company also owns about 100
acres in scattered sites in Charlotte County, Florida, but most of these are
subject to easements which markedly reduce value and/or consist of wetlands
of indeterminate value. As of March 31, 2004, the Company also owns 3
single family lots, located in Citrus County, Florida. In addition, the
Company has been actively pursuing collection on delinquent contract
receivables from home site sales. The Company is in the process of
foreclosing on 12 lots, which represent the remaining contracts receivable
outstanding as of March 31, 2004.
The 366 acre parcel in Hernando County is difficult to value because
of uncertainty related to the possible extension of the Suncoast Expressway,
which terminates on the south side of Route 98 opposite the subject
property. Debate continues over whether the Suncoast Expressway will be
continued, which would most certainly require acquisition of at least part
of the property. Further, there are currently several potential corridors
under discussion for such continuation, making it impossible to predict
which part of the property would be most affected. Development and/or sale
plans for this parcel as a result are necessarily held in abeyance pending
the decisions about the Suncoast Expressway. Present activity on the 366
acre parcel primarily derives from a pipeline taking in contiguous property
and negotiation over the value of that taking.
Results of Operations
Revenues for the first three months of 2004 increased by $140,000
to $174,000 from $34,000 for the comparable 2003 period reflecting increased
real estate sales revenue in the current year. Expenses for the three month
period ended March 31, 2004 increased by $91,000 when compared to the same
period in 2003, reflecting increases in cost of sales and interest expense.
As a result, a net loss of $580,000 was incurred for the first three months
of 2004 compared to a net loss of $629,000 for the first three months of
2003. After consideration of cumulative preferred dividends in arrears,
totaling $160,000 for each of the three months ended March 31, 2004 and 2003
($.05 per share of common stock), a net loss per share of $(.14) and $(.15),
respectively, was reported for the three month periods ended March 31, 2004
and 2003.
Real Estate Sales and Cost of Sales consisted of:
Three Months Ended
March 31, March 31,
2004 2003
---- ----
($ in thousands)
Real Estate Sales $ 160 $ 21
Cost of Sales 61 5
Other income for the three months ended March 31, 2004 and 2003 was $4,000
and $1,000, respectively. Other income primarily consists of recoveries of
contracts receivable which had been fully provided for cancellation.
12
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
As of March 31, 2004, the Company remained in default of its
primary lender indebtedness with PGIP, LLC ("PGIP"). PGIP holds restricted
funds of the Company pursuant to an escrow agreement whereby funds may be
disbursed (i) as requested by PGI and agreed to by PGIP, or (ii) as deemed
necessary and appropriate by PGIP, in either case, 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 held by the primary
lender was $1,000 at March 31, 2004 and December 31, 2003. The Company
utilized $239,000 of the restricted escrow in April, 2002 to invest in a
short term note with an affiliate of L-PGI, the Company's preferred
shareholder, Love Investment Company. The real estate owned by the Company
that has not been sold, totaling 366 acres (the "Retained Acreage"), remains
subject to the primary lender indebtedness.
Contracts receivable on homesite sales and related receivables are
fully provided for cancellation at March 31, 2004 and December 31, 2003. The
Company has been actively pursuing collection on the delinquent contract
receivables. An assessment is made for each contract receivable as to the
economic benefit of reacquisition of the lot, which serves as collateral for
such contract receivable, considering the cost of foreclosure, delinquent
taxes and association fees due, and estimated current sale value of such
lot. For those contract receivables with an anticipated economic benefit,
foreclosure action is begun in the absence of payment or receipt of a quit
claim deed of the property back to the Company.
Cash provided by operating activities for the three months ended
March 31, 2004 was $94,000 compared to cash used of $27,000 for the
comparable 2003 period. Net cash used in investing activities during the
three months ended March 31, 2004 included $1,000 in purchases of inventory
and deferred expenditures. Net cash used in investing activities during the
three months ended March 31, 2003 included $6,000 in purchases of inventory
and deferred expenditures less $1,000 in proceeds from a note receivable.
13
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Analysis of Financial Condition
Total assets increased by $38,000 at March 31, 2004 compared to
total assets at December 31, 2003, reflecting the following changes:
March 31, December 31, Increase
2004 2003 (Decrease)
---- ---- ----------
($ in thousands)
Cash and cash equivalents $ 343 $ 250 $ 93
Restricted cash 1 1 -
Receivables 364 377 (13)
Land and improvement inventories 628 670 (42)
Other assets 168 168 -
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$1,504 $1,466 $38
====== ====== ===
Liabilities were approximately $35.1 million at March 31, 2004
compared to approximately $34.5 million at December 31, 2003, reflecting the
following changes:
March 31, December 31, Increase
2004 2003 (Decrease)
---- ---- ----------
($ in thousands)
Accounts payable & accrued expenses $ 76 $ 69 $ 7
Accrued real estate taxes 385 402 (17)
Deferred credits 2 3 (1)
Accrued interest 22,200 21,571 629
Credit agreements - primary lender 700 700 -
Notes 1,198 1,198 -
Convertible subordinated
debentures payable 9,059 9,059 -
Convertible debentures payable 1,500 1,500 -
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$35,120 $34,502 $618
======= ======= ====
The Company has aggressively taken steps to curtail and simplify
operations as well as concentrate on major bulk sales of its undeveloped
acreage. The Company remains totally dependent upon the sale of property to
fund its operations and debt service requirements.
14
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The Company remains in default of the entire principal plus
interest on its subordinated debentures. The amounts due are as indicated in
the following table:
March 31, 2004
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Principal Accrued
Amount Due Interest
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($ in thousands)
6 1/2% Subordinated debentures due
June 1, 1991 $1,034 $ 987
6% Subordinated debentures due
May 1, 1992 8,025 9,403
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$9,059 $10,390
====== =======
The Company does not have funds available to make any payments of
either principal or interest on the above debentures.
Forward-Looking Statements
--------------------------
The discussion set forth in this Item 2, as well as other portions of this
Form 10-QSB, may contain forward-looking comments. Such comments 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-QSB. When used
in this Form 10-QSB, 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. Action
results of the Company's operations could materially differ from those
forward-looking comments. 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; 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. Controls and Procedures
We have evaluated the effectiveness of the design and operation of
our disclosure controls and procedures under the supervision and with the
participation of the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"). Based on this evaluation, our management, including the CEO
and CFO, concluded that our disclosure controls and procedures were
effective as of March 31, 2004. There have been no changes in our internal
control over financial reporting during the quarter ended March 31, 2004,
that have materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
15
PGI INCORPORATED AND SUBSIDIARIES
PART II Other Information
Item 1. Legal Proceedings
As previously reported by the Company, a tax matter relating to the
1997 agricultural exemption status on the undeveloped Sugarmill Woods
property remains in dispute on a matter of timely filing of petition for
such exemption. In June 2002, the District Court of Appeals denied the
agricultural exemption for 1997, and the Company filed a motion for
rehearing. In November 2003, the trial court conducted an evidentiary
hearing on the Company's motion for rehearing, but the motion was denied. An
appeal to the District Court of Appeals was filed by the Company and is
pending. The Company does not believe that the resolution of this matter
will have a material effect on its financial position.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
See discussion in Item 2 with respect to defaults on the Company's
subordinated debentures and collateralized convertible debentures, which
discussion is incorporated herein by this reference.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None
16
Item 6. Exhibits and Reports on Form 8 - K
(a) Exhibits - reference is made to the Exhibit Index hereof for
a list of exhibits filed under this Item.
(b) No report on Form 8 - K was filed during the quarter ended
March 31, 2004.
17
PGI INCORPORATED AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PGI INCORPORATED
----------------
(Registrant)
Date: May 17, 2004 /s/ Laurence A Schiffer
------------ -----------------------
Laurence A. Schiffer
President
(Duly Authorized Officer, Principal
Executive Officer and Principal
Financial Officer)
18
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 Consolidated Financial Statements herein).
15. Inapplicable.
18. Inapplicable.
19. Inapplicable.
20. Inapplicable.
22. Inapplicable.
23. Inapplicable.
24. Inapplicable.
31.1 Principal Executive Officer certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Principal Financial Officer certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Chief Financial Officer certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
19