-----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, RYuTzhobePC93odznSmYA949b1spYDDQHXk4LZO5KxwJmRxSIS+iMRnU0jJ70aZ1 N0ijtVD/fyfCCjTbQZLWuA== 0001068800-03-000355.txt : 20030515 0001068800-03-000355.hdr.sgml : 20030515 20030515152506 ACCESSION NUMBER: 0001068800-03-000355 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06471 FILM NUMBER: 03704553 BUSINESS ADDRESS: STREET 1: 212 SOUTH CENTRAL STREET 2: SUITE 100 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3145128650 MAIL ADDRESS: STREET 1: 212 SOUTH CENTRAL STREET 2: SUITE 100 CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: PUNTA GORDA ISLES INC DATE OF NAME CHANGE: 19900403 10QSB 1 tenq.txt PGI INCORPORATED FORM 10-QSB PGI INCORPORATED AND SUBSIDIARIES 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, 2003 ----------------- / / 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 (I.R.S. Employer Identification No.) of incorporation 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 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 May 12, 2003 there were 5,317,758 shares of the Registrant's common stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes No X --------- --------- 1 PGI INCORPORATED AND SUBSIDIARIES Form 10 - QSB For the Quarter Ended March 31, 2003 Table of Contents -----------------
Form 10 - QSB Page No. ------------- PART I Financial Information Item 1 Financial Statements Consolidated Statements of Financial Position March 31, 2003 and December 31, 2002 3 Consolidated Statements of Operations Three Months Ended March 31, 2003 and 2002 4 Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 2003 and 2002 5 Notes to Consolidated Financial Statements for Form 10 - QSB 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 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 16 SIGNATURES 18 CERTIFICATIONS 19 - 20 EXHIBIT INDEX 21
2 PGI INCORPORATED AND SUBSIDIARIES Part I Financial Information Item 1 Financial Statements CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ($ in thousands)
March 31, December 31, 2003 2002 ---- ---- (Unaudited) ASSETS Cash and cash equivalents $ 61 $ 93 Restricted cash 1 1 Receivables 598 580 Land and improvement inventories 716 718 Other assets 166 160 -------- -------- $ 1,542 $ 1,552 ======== ======== LIABILITIES Accounts payable & accrued expenses $ 87 $ 56 Accrued real estate taxes 433 436 Accrued interest: Primary Lender 56 40 Debentures 17,654 17,098 Other 2,106 2,087 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 -------- -------- $ 32,793 $ 32,174 -------- -------- 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 (47,281) (46,652) -------- -------- (31,251) (30,622) -------- -------- $ 1,542 $ 1,552 ======== ======== See accompanying notes to consolidated financial statements for Form 10 - QSB.
3 PGI INCORPORATED AND SUBSIDIARIES Part I Financial Information (Continued) CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands, except per share data) (Unaudited)
Three Months Ended ------------------ March 31, March 31, 2003 2002 ---- ---- REVENUES Real Estate Sales $ 21 $ - Interest Income 12 9 Other Income 1 10 ----- ----- 34 19 ----- ----- COSTS AND EXPENSES Cost of Real Estate Sales $ 5 $ - Interest 591 544 Taxes & Assessments 12 24 Consulting & Accounting 10 10 Legal & Professional 31 11 General & Administrative 14 9 ----- ----- 663 598 ----- ----- NET (LOSS) $(629) $(579) ===== ===== NET (LOSS) PER SHARE (*) $(.15) $(.14) ===== ===== * Considers the effect of cumulative preferred dividends in arrears for the three months ended March 31, 2003 and 2002. See accompanying notes to consolidated financial statements for Form 10 - QSB
4 PGI INCORPORATED AND SUBSIDIARIES Part I Financial Information (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) (Unaudited)
Three Months Ended ------------------ March 31, March 31, 2003 2002 ---- ---- Net cash (used in) operating activities $ (27) $ (39) ----- ----- Cash flows from investing activities: Investment in notes receivable - (180) Purchases of inventory and deferred expenditures (6) - Proceeds from notes receivables 1 1 ----- ----- Net cash (used in) investing activities (5) (179) ----- ----- Net (decrease) in cash (32) (218) Cash at beginning of period 93 234 ----- ----- Cash at end of period $ 61 $ 16 ===== ===== See accompanying notes to consolidated financial statements for Form 10 - QSB
5 PGI INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (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, 2002. The consolidated balance sheet as of December 31, 2002 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, 2002, 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, 2003 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 2003 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, 2003 and 2002 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, 2003 and 2002, 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, 2003 and 2002.
Three Months Ended ------------------ March 31, March 31, 2003 2002 ---- ---- Net (Loss) $(629,000) $(579,000) Preferred Dividends (160,000) (160,000) --------- --------- (Loss) Available to Common Shareholders $(789,000) $(739,000) ========= ========= Weighted Average Number of Shares Outstanding 5,317,758 5,317,758 Basic and Diluted (Loss) Per Share $ (.15) $ (.14)
(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. No interest was paid for the three months ended March 31, 2003. Interest paid for the three months ended March 31, 2002 was $17,000. (4) Restricted Cash Restricted cash includes restricted proceeds held by the primary lender as collateral for debt repayment. 7 PGI INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) (5) Receivables Net receivables consisted of:
March 31, December 31, 2003 2002 ---- ---- ($ in thousands) Contracts receivable on homesite sales $ 69 $ 71 Other receivable on homesite sales 8 - Less: Allowance for cancellations (69) (71) ----- ----- Net receivables on real estate sales 8 - Other notes receivable - trade 3 4 Other notes receivable - related party 540 540 Other interest receivable 47 36 ----- ----- $ 598 $ 580 ===== =====
(6) Land and Improvements Land and improvement inventories consisted of:
March 31, December 31, 2003 2002 ---- ---- ($ in thousands) Unimproved land $ 613 $ 613 Fully improved land 103 105 ----- ----- $ 716 $ 718 ===== =====
(7) Property and Equipment Property and Equipment consisted of:
March 31, December 31, 2003 2002 ---- ---- ($ in thousands) Furniture, fixtures and other equipment $ 31 $ 31 Less: Accumulated depreciation (31) (31) ----- ----- $ - $ - ===== =====
(8) Other Assets Other assets consisted of:
March 31, December 31, 2003 2002 ---- ---- ($ in thousands) Deposit with Trustee of 6-1/2% debentures $ 160 $ 160 Other 6 - ----- ----- $ 166 $ 160 ===== =====
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, 2003 2002 ---- ---- ($ in thousands) Accounts payable $ 30 $ 27 Accrued audit & professional 31 23 Accrued consulting fees 6 5 Accrued insurance - 1 Accrued legal 20 - ------ ------ $ 87 $ 56 ====== ====== Accrued Real Estate Taxes consisted of: Current real estate taxes $ 21 $ 17 Delinquent real estate taxes 412 419 ------ ------ $ 433 $ 436 ====== ======
(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, 2003 2002 ---- ---- ($ 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 ------ ------ $1,898 $1,898 ------ ------ 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 ------ ------ $9,059 $9,059 ------ ------
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 at $1.72 per share 1,500 1,500 ------- ------- $12,457 $12,457 ======= =======
(11) Real Estate Sales and Other Income Real Estate Sales and Cost of Sales for the three months ended March 31, 2003 and 2002 were as follows:
Three Months Ended ------------------ March 31, March 31, 2003 2002 ---- ---- ($ in thousands) Real Estate Sales $ 21 $ - Cost of Sales 5 -
Other income for the three months ended March 31, 2003 and 2002 was $1,000 and $10,000 respectively. The other income mainly consists of recoveries of contracts receivable which have been fully provided for. (12) Income Taxes At December 31, 2002, the Company had an operating loss carryforward of approximately $30,000,000 to reduce future taxable income. These operating losses expire at various dates through 2022. 10 PGI INCORPORATED AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) The following summarizes the temporary differences of the Company at December 31, 2002 at the current statutory rate:
($ in thousands) Deferred tax asset: Net operating loss carryforward $ 11,980 Adjustments to reduce land to net realizable value 12 Expenses capitalized under IRC 263(a) 56 Valuation allowance (11,876) -------- 172 Deferred tax liability: Basis difference of land and improvement inventories 172 -------- 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 in bulk of its undeveloped, platted, residential real estate, as a result of its continuing financial difficulties due to the principal and interest owed on its debt. Presently, the Company's remaining inventory primarily consists of 370 acres located in Hernando County, Florida. In addition, the Company has been actively pursuing collection on delinquent contract receivables from homesite sales. The Company owns approximately 40 lots, mostly located in Citrus County, Florida which are listed for sale. The Company believes the 370 acres located in Hernando County, Florida may become more marketable because of the property's close proximity to the recently completed interchange of the Suncoast Expressway with Highway 98. In December 1999, the Hernando County Commission approved a change in land use of 40 acres of the parcel from residential to commercial use. The Company anticipates that a further extension of the Suncoast Expressway beyond Highway 98 will not occur for several years. Results of Operations Revenues for the first three months of 2003 increased by $15,000 to $34,000 from $19,000 for the comparable 2002 period reflecting additional real estate sales revenue in the current year. A net loss of $629,000 was incurred for the first three months of 2003 compared to a net loss of $579,000 for the first three months of 2002. Expenses for the three months increased by $65,000 reflecting increases in cost of real estate sales, interest expense and legal and professional. After consideration of cumulative preferred dividends in arrears, totaling $160,000 for each of the three months ended March 31, 2003 and 2002 ($.05 per share of common stock), net (loss) per share of $(.15) and $(.14) respectively, was reported for the three month periods ended March 31, 2003 and 2002. Real Estate Sales and Cost of Sales consisted of:
Three Months Ended ------------------ March 31, March 31, 2003 2002 ---- ---- ($ in thousands) Real Estate Sales $ 21 $ - Cost of Sales 5 -
Other income for the three months ended March 31, 2003 and 2002 was $1,000 and $10,000 respectively. The other income mainly consists of recoveries of contracts receivable which have been fully provided for. 12 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) As of March 31, 2003, 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, 2003 and December 31, 2002. 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 approximately 370 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, 2003 and December 31, 2002. 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 considering the cost of foreclosure, delinquent taxes and association fees due, and estimated current sale value of the 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 used in operating activities for the three months ended March 31, 2003 was $27,000 compared to cash used of $39,000 for the comparable 2002 period. Net cash used in investing activities in 2003 included purchases of inventory and deferred expenditures of $6,000 less $1,000 in proceeds from notes receivables. Net cash used in investing activities in 2002 included a $180,000 investment in a short-term note with an affiliate of L-PGI, the Company's preferred shareholder, Love Investment Company. 13 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Analysis of Financial Condition Assets decreased at March 31, 2003 compared to assets at December 31, 2002, reflecting the following changes:
March 31, December 31, Increase 2003 2002 (Decrease) ---- ---- ---------- ($ in thousands) Cash and cash equivalents $ 61 $ 93 $ (32) Restricted cash 1 1 - Receivables 598 580 18 Land and improvement inventories 716 718 (2) Other assets 166 160 6 ------- ------- ------- $ 1,542 $ 1,552 $ (10) ======= ======= =======
Liabilities were approximately $32.8 million at March 31, 2003 compared to approximately $32.2 million at December 31, 2002 reflecting the following changes:
March 31, December 31, Increase 2003 2002 (Decrease) ---- ---- ---------- ($ in thousands) Accounts payable & accrued expenses $ 87 $ 56 $ 31 Accrued real estate taxes 433 436 (3) Accrued interest 19,816 19,225 591 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 - ------- ------- ------- $32,793 $32,174 $ 619 ======= ======= =======
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, 2003 -------------- Principal Unpaid Amount Due Interest ---------- -------- ($ in thousands) Subordinated debentures due June 1, 1991 $1,034 $ 915 Subordinated debentures due May 1, 1992 8,025 8,541 ------ ----- $9,059 $9,456 ====== ======
The Company does not have funds available to make any payments of either principal or interest on the above debentures. Item 3 Controls and Procedures Within ninety days prior to the filing of this report, 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. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation. 15 PGI INCORPORATED AND SUBSIDIARIES PART II Other Information Item 1 Legal Proceedings In 1994, the Citrus County Tax Assessor denied agricultural exemption status for the undeveloped Sugarmill Woods property and the Company was forced to sue the County to reclaim the tax benefit. In 1995, the Citrus County Tax Assessor again denied agricultural exemption status for the undeveloped Sugarmill Woods property, but was overruled by the Value Adjustment Board. As a result, the Tax Assessor sued Sugarmill Woods, and was again successful in denying the agricultural exemption for the property. The Company won on appeal, but the Tax Assessor appealed to the Supreme Court of Florida to reinstate the exemption. On April 1, 1999, the Supreme Court of Florida issued their opinion in favor of Sugarmill Woods, Inc. On November 9, 1999 the Circuit Court of Citrus County adjudged the agricultural classification applicable to tax years 1994, 1995 and 1996 for exemption. The non interest bearing restricted escrow of $557,000 was released in October 2000 with the confirmation that no further liability exists for tax years 1994, 1995, and 1996. Tax year 1997 remains in dispute on a matter of timely filing of petition for exemption. In June 2002 the District Court of Appeals denied the agricultural exemption for 1997 and the Company has filed a motion for rehearing. Item 2 Changes in 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 In an effort to reduce the number of shareholders of record of its Common Stock to less than 500, the Board of Directors of the Company has endorsed the tender offer by PGIP, LLC, an affiliate of the Company, to purchase shares of the Company's Common Stock held by shareholders who hold 99 or fewer shares of such Common Stock at a purchase price of $.50 per share. If, as a result of this tender offer, there are less than 500 shareholders of record of the Common Stock, then the Company intends to file a Form 15 with the Securities and Exchange Commission to deregister the Common Stock form registration with the Securities and Exchange Commission under Sections 12(g) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Concurrently, the Company also intends to file a Form 15 with the Securities and Exchange Commission to deregister its 6% Convertible Subordinated Debentures form registration with the Securities and Exchange Commission under Sections 12(g) and 15(d) of the Exchange Act. The tender offer is scheduled to expire on June 12, 2003. 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. 16 (b) No report on Form 8 - K was filed during the quarter ended March 31, 2003. 17 PGI INCORPORATED AND SUBSIDIARIES 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 15, 2003 /s/ Laurence A. Schiffer ------------------ ------------------------ Laurence A. Schiffer President 18 CERTIFICATION ------------- I, Laurence A. Schiffer, certify that; 1. I have reviewed this quarterly report on Form 10-QSB of PGI, Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Laurence A. Schiffer Laurence A. Schiffer May 15, 2003 - ------------------------ Principal Executive Officer 19 CERTIFICATION ------------- I, Laurence A. Schiffer, certify that; 1. I have reviewed this quarterly report on Form 10-QSB of PGI, Incorporated; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Laurence A. Schiffer Laurence A. Schiffer May 15, 2003 - ------------------------ Principal Financial Officer 20 PGI INCORPORATED AND SUBSIDIARIES EXHIBIT INDEX - ------------- 2. Inapplicable. 3.(i) Restated Articles of Incorporation of PGI Incorporated executed September 4, 1998 with certificate from the State of Florida dated October 27, 1998 (filed as Exhibit 3.1 to Registrant's September 30, 1998 Form 10-QBS and incorporated herein by reference). 3.(ii)a Bylaws of Registrant, as amended September 1987 (filed as Exhibit 3.3 to Registrant's original Form 10-K Annual Report for the year ended December 31, 1987 ("Original 1987 Form 10-K") dated as of March 29, 1988 and incorporated herein by reference). 3.(ii)b Amendments to the Bylaws of the Registrant by the Board of Directors of PGI Incorporated by the Unanimous Written Consent, dated as of March 17, 1995 (filed as Exhibit 3.5 to the December 31, 1995 Form 10-KSB and incorporated herein by reference). 4. Inapplicable. 10. Inapplicable. 11. Statements re: Computations of Per Share Earnings. (Incorporated by reference to Note 2 to the consolidated financial statements herein.) 15 Inapplicable. 18. Inapplicable. 19. Inapplicable. 22. Inapplicable. 23. Inapplicable. 24. Inapplicable. 99.1 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. Filed herein on page 22. 99.2 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. Filed herein on page 23. 21 EX-99.1 3 exh99p1.txt CERTIFICATION OF CEO Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of PGI, Incorporated (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Laurence A. Schiffer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Laurence A. Schiffer Laurence A. Schiffer Chief Executive Officer May 15, 2003 EX-99.2 4 exh99p2.txt CERTIFICATION OF CFO Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of PGI, Incorporated (the "Company") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I Laurence A. Schiffer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Laurence A. Schiffer Laurence A. Schiffer Chief Financial Officer May 15, 2003 -----END PRIVACY-ENHANCED MESSAGE-----