-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D02oAQZB7t8ECapWURSQC9vg9a4cWnQsn31mSuwWZc4Dv2ozgsKVKYxb3KqTNrZJ eDNp3Nd1y8vtn2fMuHusIg== 0000950114-97-000429.txt : 19971003 0000950114-97-000429.hdr.sgml : 19971003 ACCESSION NUMBER: 0000950114-97-000429 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971002 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PGI INC CENTRAL INDEX KEY: 0000081157 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590867335 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 001-06471 FILM NUMBER: 97689802 BUSINESS ADDRESS: STREET 1: 515 OLIVE ST STREET 2: SUITE 1400 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 8136373881 MAIL ADDRESS: STREET 1: 515 OLIVE ST STREET 2: SUITE 1400 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: PUNTA GORDA ISLES INC DATE OF NAME CHANGE: 19900403 10QSB/A 1 PGI INCORPORATED AMENDMENT TO FORM 10-QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) / x / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ------------------------------------------ OR / / TRANSITION REPORT PURSUANT TO 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 small business issuer as specified in its charter) FLORIDA 59-0867335 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 212 SOUTH CENTRAL, SUITE 100; ST. LOUIS, MISSOURI 63105 ------------------------------------------------------------------------- (Address of principal executive offices) (314) 512-8650 ------------------------------------------------------------------------- (Issuer's telephone number) ------------------------------------------------------------------------- (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 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 . ----- ----- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 14, 1997 there were 5,317,758 shares of the Registrant's common stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes No X ----- ----- -1- 2 PGI INCORPORATED AND SUBSIDIARIES FORM 10-QSB/A For the Quarter Ended June 30, 1997 Table of Contents ---------------------
Form 10-QSB Page No. ----------- PART I Financial Information Item 1 Financial Statements Consolidated Statements of Financial Position June 30, 1997 and December 31, 1996 3 Consolidated Statements of Operations Three and Six Months Ended June 30, 1997 and 1996 4 Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements for Form 10-QSB/A 6 - 10 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 14 PART II Other Information Item 1 Legal Proceedings 15 Item 2 Changes in Securities 15 Item 3 Defaults Upon Senior Securities 15 Item 4 Submission of Matters to a Vote of Security Holders 15 Item 5 Other Information 15 Item 6 Exhibits and Reports on Form 8-K 17 - 19 SIGNATURES 16
-2- 3 PGI INCORPORATED AND SUBSIDIARIES PART I Financial Information Item 1 Financial Statements CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ($ in thousands)
June 30, December 31, 1997 1996 ----------- ------------ (unaudited) ASSETS Cash and cash equivalents $ 25 $ 12 Restricted cash 1,134 1,140 Receivables on real estate sales - net 147 318 Other receivables 32 26 Land and improvement inventories 9,005 9,016 Property and equipment - net 23 46 Other assets 757 759 ---------- ---------- $ 11,123 $ 11,317 ========== ========== LIABILITIES Accounts payable $ 140 $ 78 Other liabilities 1,537 1,428 Accrued interest: Primary lender 2,954 2,461 Debentures 7,544 6,880 Other 1,536 1,449 Credit agreements - Primary lender 7,343 7,307 Notes and mortgages payable 3,645 3,667 Convertible subordinated debentures payable 9,059 9,059 Convertible debentures payable 1,500 1,500 ---------- ---------- 35,258 33,829 ---------- ---------- Commitments and contingencies STOCKHOLDERS' EQUITY 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 $4.00 per share or $8,000,000) 2,000 2,000 Common stock, par value $.10 per share; authorized 25,000,000 shares; 5,317,758 and 3,317,555 shares issued and outstanding 532 332 Paid in capital 13,498 13,698 Accumulated deficit (40,165) (38,542) ---------- ---------- (24,135) (22,512) ---------- ---------- $ 11,123 $ 11,317 ========== ========== See accompanying notes to consolidated financial statements for Form 10-QSB/A.
-3- 4 PGI INCORPORATED AND SUBSIDIARIES PART I Financial Information (Continued) CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands) (Unaudited)
Three Months Ended Six Months Ended ---------------------- ------------------------ June 30, June 30, June 30, June 30, 1997 1996 1997 1996 -------- ------- -------- -------- REVENUES Interest income 9 24 20 54 Other income 141 77 275 169 -------- -------- -------- -------- 150 101 295 223 -------- -------- -------- -------- COSTS AND EXPENSES Selling expenses 2 3 4 9 General & administrative expenses 213 388 363 492 Interest 672 638 1,326 1,211 Other expenses 99 74 225 173 -------- -------- -------- -------- 986 1,103 1,918 1,885 -------- -------- -------- -------- NET INCOME (LOSS) $ (836) $ (1,002) $ (1,623) $ (1,662) ======== ======== ======== ======== NET INCOME (LOSS) PER SHARE Primary and fully diluted $ (.19) $ (.35) $ (.37) $ (.60) ======== ======== ======== ======== Considers the effect of cumulative preferred dividends in arrears for the three and six months ended June 30, 1997 and 1996. See accompanying notes to consolidated financial statements for form 10-QSB/A.
-4- 5 PGI INCORPORATED AND SUBSIDIARIES PART I Financial Information (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) (Unaudited)
Six Months Ended ------------------------- June 30, June 30, 1997 1996 ---------- ---------- Net cash provided by (used in) operating activities $ (1) $ 79 ---------- ---------- Cash flows from financing activities: Proceeds from borrowings 117 115 Principal payments on debt (103) (253) ---------- ---------- Net cash provided by (used in) financial activities 14 (138) ---------- ---------- Net increase (decrease) in cash 13 (59) Cash at beginning of period 12 63 ---------- ---------- Cash at end of period $ 25 $ 4 ========== ========== See accompanying notes to consolidated financial statements for Form 10-QSB/A.
-5- 6 PGI INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Basis of Presentation The accompanying unaudited consolidated financial statements 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, 1996. The Company continues, however, to remain in default under the indentures governing its convertible unsecured subordinated debentures (the "Indentures") (See Management's Discussion and Analysis of Financial Condition and Results of Operations). However, as more fully discussed in Note 10 to the Company's consolidated financial statements for the year ended December 31, 1996, as contained in the Company's Annual Report on Form 10-KSB/A, the Company's management is seeking purchasers for its remaining undeveloped land. The financial statements do not include any adjustments relating to the recoverability of recorded asset amounts or the amounts of liabilities that might be necessary should the Company be unsuccessful in its sales and refinancing efforts. In the opinion of management, subject to the effects on the Company's unaudited consolidated financial statements of such adjustments, if any, as might have been required had the outcome of the matters discussed in the preceding paragraph been known, all other 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 six months ended June 30, 1997 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 1997 or any other interim period. (2) Recognition of Real Estate Sales The Company has adopted the installment method of profit recognition for all homesite sales effective January 1, 1990 and thereafter. For sales consummated prior to January 1, 1990, the Company recognized profit under the full accrual or percentage-of-completion methods as appropriate. The full accrual method recognizes the entire profit when minimum down payments and other requirements are met. Under the percentage-of-completion method, profit is recognized by the relationship of costs incurred to total estimated costs to be incurred. The installment method recognizes gross profit as down payments and principal payments on contracts are received. -6- 7 PGI INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) (6) Receivables on Real Estate Sales Net receivables on real estate sales consisted of:
June 30, December 31, 1997 1996 ---------- ------------- ($ in thousands) Contracts receivable on homesite sales $ 907 $ 1,076 Other 92 98 ---------- ---------- 999 1,174 Less: Allowance for cancellations (806) (806) Unamortized valuation discount (46) (50) ---------- ---------- $ 147 $ 318 ========== ==========
(7) Land and Improvements Land and improvement inventories consisted of:
June 30, December 31, 1997 1996 ---------- ------------ ($ in thousands) Unimproved land $ 8,724 $ 8,724 Fully improved land 281 292 ---------- ---------- $ 9,005 $ 9,016 ========== ==========
(8) Property and Equipment Property and equipment consisted of:
June 30, December 31, 1997 1996 ---------- ------------ ($ in thousands) Furniture, fixtures and other equipment $ 211 $ 363 Less: Accumulated depreciation (188) (317) ---------- ---------- $ 23 $ 46 ========== ==========
(9) Other Assets Other assets consisted of:
June 30, December 31, 1997 1996 ---------- ------------ ($ in thousands) Guaranteed future connections, net $ 621 $ 621 Deposit with Trustee of 6-1/2% debentures 128 125 Other 8 13 ---------- ---------- $ 757 $ 759 ========== ==========
-8- 8 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Cash used in operating activities for the six months ended June 30, 1997 was $1,000 compared to $79,000 cash provided by operating activities for the comparable 1996 period. During the first six months of 1997, financing activities provided $14,000 in cash flow with $117,000 in proceeds from borrowings. Net cash used in financing activities was $103,000 for normal debt repayment as compared to $253,000 for the same period in 1996. Analysis of Financial Condition Assets totaled $11.1 million at June 30, 1997 compared to $11.3 million at December 31, 1996, reflecting the following changes:
June 30, December 31, Increase 1997 1996 (Decrease) ---------- ------------ ---------- ($ in thousands) Cash and cash equivalents $ 25 $ 12 $ 13 Restricted cash 1,134 1,140 (6) Receivables 179 344 (165) Land and improvement inventories 9,005 9,016 (11) Net property and equipment 23 46 (23) Other assets 757 759 (2) ---------- ---------- ---------- $ 11,123 $ 11,317 $ (194) ========== ========== ==========
-13- 9 PGI INCORPORATED AND SUBSIDIARIES SIGNATURES In accordance with the requirement 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: October 1, 1997 /s/Laurence A. Schiffer -------------------------------------- ------------------------------- Laurence A. Schiffer President -16- -----END PRIVACY-ENHANCED MESSAGE-----