-----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, Nc0M4Bm4s65zP2MgZjmvc/QXTi8xAir1UVP7Lv3efLuUmoG6xCFBCsAcpF3VhtCN VqzHvhAa8juBxL9ZynmFTA== 0001068800-99-000238.txt : 19990517 0001068800-99-000238.hdr.sgml : 19990517 ACCESSION NUMBER: 0001068800-99-000238 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 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: SEC FILE NUMBER: 001-06471 FILM NUMBER: 99621577 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 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 EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 -------------------- 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 incorporation or organization) Identification No.) 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 14, 1999 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, 1999 Table of Contents ----------------- Form 10 - QSB Page No. -------------- PART I Financial Information Item 1 Financial Statements Consolidated Statements of Financial Position March 31, 1999 and December 31, 1998 3 Consolidated Statements of Operations Three Months Ended March 31, 1999 and 1998 4 Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 1999 and 1998 5 Notes to Consolidated Financial Statements For Form 10 - QSB 6 - 11 Item 2 Mangement's Discussion and Analysis of Financial Condition and Results of Operations 12 - 16 PART II Other Information Item 1 Legal Proceedings 17 Item 2 Changes in Securities 17 Item 3 Defaults Upon Senior Securities 17 Item 4 Submission of Matters to a Vote of Security Holders 17 Item 5 Other Information 17 Item 6 Exhibits and Reports on Form 8 - K 17 SIGNATURES 18 2 PGI INCORPORATED AND SUBSIDIARIES Part I Financial Information Item 1 Financial Statements CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ($ in thousands)
March 31, December 31, 1999 1998 ---- ---- ASSETS Cash and cash equivalents $ 72 $ 161 Restricted cash 1,863 1,903 Receivables on real estate sales - net 91 97 Other receivables 46 52 Land and improvement inventories 889 889 Property and equipment - net 1 1 Other assets 160 156 -------- -------- $ 3,122 $ 3,259 ======== ======== LIABILITES Accounts payable $ 46 $ 26 Other liabilities 1,167 1,218 Accrued interest: Primary lender 11 22 Debentures 10,103 9,715 Other 1,683 1,654 Credit agreements - Primary lender 1,000 1,000 Notes and mortgages payable 1,198 1,198 Convertible subordinated debentures payable 9,059 9,059 Convertible debentures payable 1,500 1,500 -------- -------- $ 25,767 $ 25,392 -------- -------- 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 shares issued and outstanding 532 532 Paid in capital 13,498 13,498 Accumulated deficit (38,675) (38,163) -------- -------- (22,645) (22,133) -------- -------- $ 3,122 $ 3,259 ======== ======== 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) (Unaudited)
Three Months Ended --------------------------- March 31, March 31, 1999 1998 ---- ---- REVENUES Interest income 20 4 Other income 3 89 ----- ----- 23 93 ----- ----- COSTS AND EXPENSES Selling expenses 1 5 General & administrative expenses 73 212 Interest 449 669 Other expenses 12 75 ----- ----- 535 961 ----- ----- NET INCOME (LOSS) $(512) $(868) ===== ===== NET INCOME (LOSS) PER SHARE Primary and fully diluted $(.13) $(.19) ===== ===== Considers the effect of cumulative preferred dividends in arrears for the three months ended March 31, 1999 and 1998. See accompanying notes to consolidated financial statements for form 10 - QSB.
4 PGI INCORPORATED AND SUBSIDIARIES PART I Financial Information (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) (Unaudited)
Three Months Ended ------------------ March 31, March 31, 1999 1998 ---- ---- Net cash (used in) operating activities $(90) $(185) ---- ----- Cash flows from financing activities: Proceeds from notes receivable 1 - Proceeds from borrowings - 196 Principal payments on debt - (10) ---- ----- Net cash provided by financing activities 1 186 ---- ----- Net increase (decrease) in cash (89) 1 Cash at beginning of period 161 2 ---- ----- Cash at end of period $ 72 $ 3 ==== ===== See accompanying notes to consolidated financial statements for Form 10 - QSB.
5 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, 1998. The Company remains in default under the indentures governing its convertible unsecured subordinated debentures and in default of its primary debt obligations. A significant payment on the primary debt obligation occurred with the sale of the undeveloped land in Citrus County upon closing May 13, 1998. (See Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes 9 and 10 to the Company's consolidated financial statements for the year ended December 31, 1998, 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, 1999 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 1999 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. (3) Per Share Data Primary 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, convertible subordinated debentures and collateralized convertible debentures are not deemed to be common stock equivalents, but outstanding vested stock options are considered as such. However, under the treasury stock method, no vested stock options were assumed to be exercised, and therefore no common stock equivalents existed, for the calculation of primary per 6 PGI INCORPORATED AND SUBSIDIARIES share amounts for the three months ended March 31, 1999 and 1998. The average number of common shares outstanding for the three months ended March 31, 1999 and 1998 was 5,317,758. Fully diluted per share amounts are computed by dividing net income (loss) by the average number of common shares outstanding, after adjusting both for the estimated effects of the assumed exercise of stock options and the assumed conversion of all cumulative convertible preferred stock, convertible subordinated debentures and collateralized convertible debentures into shares of common stock. For the three months ended March 31, 1999 and 1998, no stock options were assumed to be exercised and the effect of the assumed exercise of stock options and the assumed conversion of all cumulative convertible preferred stock, convertible subordinated debentures 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 months ended March 31, 1999 and 1998:
Three Months Ended ------------------ March 31, March 31, 1999 1998 ---- ---- Net Loss (512,000) (868,000) Preferred Dividends (160,000) (160,000) --------- ---------- Loss Available to Common Shareholders (672,000) (1,028,000) ========= ========== Weighted Amount of Shares Outstanding 5,317,758 5,317,758 Basic and Diluted Loss Per Share (.13) (.19)
7 PGI INCORPORATED AND SUBSIDIARIES (4) 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, 1999 and 1998 was $43,000 and $12,000 respectively. For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. (5) Restricted Cash Restricted cash included cash pledged to agencies in various states and local Florida governmental units related to land development and environmental matters, real estate taxes in litigation, collateral for primary lender debt, the servicing of sold receivables and, as a result of sales agreements and Company policies, customer payments and deposits related to homesite and housing contracts. (6) Receivables on Real Estate Sales Net receivables on real estate sales consisted of:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Contracts receivable on homesite sales $ 638 $ 644 Other 83 84 ----- ----- 721 728 Less: Allowance for cancellations (630) (631) ----- ----- $ 91 $ 97 ===== =====
(7) Land and Improvements Land and improvement inventories consisted of:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Unimproved land $613 $613 Fully improved land 276 276 ---- ---- $889 $889 ==== ====
8 PGI INCORPORATED AND SUBSIDIARIES (8) Property and Equipment Property and equipment consisted of:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Furniture, fixtures and other equipment $ 93 $ 93 Less: Accumulated depreciation (92) (92) ---- ---- $ 1 $ 1 ==== ====
(9) Other Assets Other assets consisted of:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Deposit with Trustee of 6-1/2% debentures $139 $138 Other 21 18 ---- ---- $160 $156 ==== ====
(10) Other Liabilities Other liabilities consisted of:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Accrued property taxes - current $ 37 $ 32 - delinquent 639 675 Other accrued expenses 310 328 Deposits, advances and escrows 174 174 Estimated recourse liability for receivables sold 7 9 ------ ------ $1,167 $1,218 ====== ======
9 PGI INCORPORATED AND SUBSIDIARIES (11) Primary Lender Credit Agreements, Notes and Mortgages Payable and Convertible Subordinated Debentures Payable Credit agreements with the Company's primary lender and notes and mortgages payable consisted of the following:
March 31, December 31, 1999 1998 ---- ---- ($ in thousands) Credit agreements - primary lender: (maturing July 8, 1997, bearing interest at prime plus 5%): $ 1,000 $ 1,000 Notes and mortgages payable - $1,176,000 bearing interest at prime plus 2% 1,198 1,198 ------- ------- Convertible subordinated debentures payable: At 6-1/2% interest; due June 1991; convertible into shares of common stock at $18.00 per share 1,034 1,034 At 6% interest; due May 1, 1992; convertible into shares of common stock at $19.50 per share 8,025 8,025 ------- ------- $ 9,059 $ 9,059 ------- ------- 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 ------- ------- $12,757 $12,757 ======= =======
(12) Real Estate Sales and Other Income There were no real estate sales for the three months ended March 31, 1999 and 1998. Other income for the three months ended March 31, 1999 and 1998 consisted of:
Three Months Ended ------------------ March 31, March 31, 1999 1998 ---- ---- ($ in thousands) Commission income $ - $79 Other income 3 10 --- --- $ 3 $89 === ===
10 PGI INCORPORATED AND SUBSIDIARIES (13) Commitments and Contingencies The aggregate outstanding balances of all receivables sold and exchanged with recourse totaled $41,000 and $48,000 at March 31, 1999 and December 31, 1998, respectively. Based on its collection experience with such receivables, the Company maintained allowances at March 31, 1999 and December 31, 1998, classified in other liabilities, of $7,000 and $9,000 respectively for the recourse provisions related to all receivables sold. (14) Income Taxes Effective January 1, 1993 the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes", which requires a change from the deferred method to the asset and liability method of accounting for income taxes. At December 31, 1998, the Company had an operating loss carryforward of approximately $34,000,000 to reduce future taxable income. These operating losses expire at various dates through 2012. The following summarizes the temporary differences of the Company at December 31, 1998 at the current statutory rate: Deferred tax asset: Net operating loss carryforward $ 12,580,000 Adjustments to reduce land to net realizable value 12,000 Expenses capitalized under IRC 263(a) 56,000 ITC carryforward 215,000 Valuation allowance (12,691,000) ------------ 172,000 Deferred tax liability Basis difference of land and improvement inventories 172,000 ------------ Net deferred tax asset $ 0 ============ 11 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Preliminary Note Readers should understand as they read this report that the Company is not presently pursuing its core business. The reason that the Company is no longer pursuing its core business is set forth with more particularity below. During the fiscal year ended December 31, 1996, the Company's business focus and emphasis changed substantially as it concentrated its sales and marketing efforts almost exclusively on the disposition in bulk of its undeveloped, platted, residential real estate. This change was prompted by its continuing financial difficulties due to the principal and interest owed on its debt and management's conclusion that a bulk sale was the best way to reduce the Company's debt service obligations. The sale of this undeveloped land occurred on May 13, 1998, its remaining inventory now consists if undeveloped commercial property. The Company intends to make a decision as to whether it will pursue the development and sale of the commercial property in accordance with its traditional core business plans or whether it will attempt to sell such property in bulk. That decision will depend, in part, on whether the Company believes it can generate more revenue by developing and selling individual commercial properties or by selling in bulk. On January 31, 1997, Sugarmill Woods, Inc., a Florida corporation and a wholly-owned subsidiary of the Company, and Love-PGI Partners, L.P. ("L-PGI") (collectively as "Seller"), entered into an Option Agreement For Sale and Purchase ("Sale Agreement") with The Nature Conservancy, Inc., and unrelated nonprofit District of Columbia corporation ("Purchaser"), for the sale of and purchase of approximately 5,240 shares of certain undeveloped real estate located in Citrus County and Hernando County, Florida ("Property"). Approximately 4,890 acres of the Property was owned by the Company, and 350 acres was owned by L-PGI. Shareholder approval of the sale was obtained at the Annual Meeting of the Company on December 22, 1997. The Company consummated the transaction on May 13, 1998. Results of Operations Revenues for the first three months of 1999 decreased by $70,000 to $23,000 from $93,000 for the comparable 1998 period due to the sale of the Sugarmill Woods Sales business in September of 1998. A net loss of $512,000 was incurred for the first three months of 1999 compared to a net loss of $868,000 for the first three months of 1998. The net loss decreased by $356,000 mainly as a result of substantially less outstanding debt in the first quarter of 1999 than in 1998 because of the bulk acreage sale in May 1998 and pay down of debts. After consideration of cumulative preferred dividends in arrears, totaling $160,000 for each of the three months ended March 31, 1999 and 1998 ($.05 per share of common stock), net losses per share of $.13 and $.19, respectively, were reported for the three month periods ended March 31, 1999 and 1998. 12 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) On March 28, 1996, the Company's primary lender, First Union National Bank of Florida, a national banking association ("First Union") assigned to PGIP L.L.C., a Missouri limited liability company ("PGIP") all of First Union's right, title and primary credit agreements with the Company and the Company's subsidiaries, Sugarmill Woods, Inc., Burnt Store Marina, Inc. and Gulf Coast Credit Corporation (collectively, the "Borrowers"), which credit agreements are in default and the maturity of the indebtedness secured thereby has been accelerated. The sale of acreage on May 13, 1998 resulted in a payment of first mortgage principal and interest to PGIP of $10,362,193. At closing, the Company and PGIP executed an escrow agreement (the "Escrow Agreement"). The Escrow Agreement provides that $1,000,000 of the PGI Purchase Price would not be used to repay the First Mortgage Indebtedness, so that $1,000,000 (the "Remaining Indebtedness") of the First Mortgage Indebtedness would remain in place. The $1,000,000 was placed in escrow with PGIP as the escrow agent. Pursuant to the Escrow Agreement, the escrowed funds are to be paid out (i) as requested by PGI and agreed to by PGIP, or (ii) as deemed necessary and appropriate by PGIP, in either case, to protect PGIP's interest in the Retained Acreage (as hereinafter defined), including PGIP's right to receive principal and interest under the First Mortgage securing the Remaining indebtedness, or (iii) to PGIP to pay any other obligations owed to PGIP by the Company. The real estate owned by the Company which was not sold to the Purchaser (approximately 370 acres) (the "Retained Acreage") remains subject to the First Mortgage. There were no real estate sales for the three months ended March 31, 1999 and 1998. Other income for the three months ended March 1999 and 1998 consisted of: Three Months Ended ------------------ March 31, March 31, 1999 1998 ---- ---- ($ in thousands) Commission income $ - $79 Other income 3 10 --- --- $ 3 $89 === === The stock of Sugarmill Woods Sales, Inc., a subsidiary of Sugarmill Woods, Inc. was sold September 15, 1998 to the president of Sugarmill Woods Sales, Inc. for a price of $25,000. Assets at the time of sale included the personal property, escrows and rental contracts of the entity. A promissory note for $24,000 was taken back by Sugarmill Woods, Inc. secured by a lien on the stock being purchased and evidenced by a security agreement. 13 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) The Company suspended the construction of homes and sale of homes and homesites in 1994. Starting in January 1996, the Company began concentrating on disposing in bulk of its undeveloped, platted, residential real estate in order to decrease its debt obligations. The Company envisioned selling off such property and retaining its undeveloped commercial real estate for future development or bulk sales depending on the profitability. The remaining acreage of the Company mainly consists of 370 acres located in Hernando County, Florida. The Company believes that the Retained Acreage may in the future prove to be of greater value than the property sold because the Retained Acreage's ratio of acreage to frontage on the proposed Suncoast Expressway is greater than the sold property's ratio and because of the proximity of the Retained Acreage to the proposed Suncoast Expressway and the planned interchange between the Suncoast Expressway and Highway 98. The Company acknowledges that the completion of the highway improvements could reasonably be expected to increase materially the value of the Property. The Company fully recognizes, however, that completion of the Suncoast Expressway, if it ever occurs, is still more than five years away, and that any information or projections of enhanced values are purely speculative. Effective January 1, 1990 the Company implemented the installment method of homesite sales reporting in accordance with Statement of Financial Accounting Standard No. 66 "Accounting for Sales of Real Estate" (see Item I - Note 2 - Recognition of Real Estate Sales). This method will be utilized for all installment sales regardless of the down payment percentage. As a result of the Secured Lender Transaction non- recourse sale of receivables, all previously deferred profits were recognized during 1992. Cash used in operating activities for the three months ended March 31, 1999 was $90,000 compared to cash used of $185,000 for the comparable 1998 period. During the first three months of 1999, financing activities provided $1,000 in cash flow from notes receivable proceeds. Analysis of Financial Condition Assets totaled $3.1 million at March 31, 1999 compared to $3.3 million at December 31, 1998, reflecting the following changes:
March 31, December 31, Increase 1999 1998 (Decrease) ---- ---- ---------- ($ in thousands) Cash and cash equivalents $ 72 $ 161 $ (89) Restricted cash 1,863 1,903 (40) Receivables 137 149 (12) Land and improvement inventories 889 889 - Net property and equipment 1 1 - Other assets 160 156 4 ------ ------ ----- $3,122 $3,259 $(137) ====== ====== =====
14 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Liabilities were $25.8 million at March 31, 1999 compared to $25.4 million at December 31, 1998 reflecting the following changes among categories:
March 31, December 31, Increase 1999 1998 (Decrease) ---- ---- ---------- ($ in thousands) Accounts payable $ 46 $ 26 $ 20 Other liabilities 1,167 1,218 (51) Accrued interest 11,797 11,391 406 Credit agreements - primary lender 1,000 1,000 - Notes and mortgages payable 1,198 1,198 - Convertible subordinated debentures payable 9,059 9,059 - Convertible debentures payable 1,500 1,500 - ------- ------- ------ $25,767 $25,392 $ 375 ======= ======= ======
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. The Company remains in default of the entire principal plus interest on its convertible subordinated debentures. The amounts due are as indicated in the following table:
March 31, 1999 -------------- Principal Unpaid Amount Due Interest ---------- -------- ($ in thousands) Convertible subordinated debentures due June 1, 1991 $1,034 $ 629 Convertible subordinated debentures due May 1, 1992 8,025 5,381 ------ ------ $9,059 $6,010 ====== ======
The Company does not have funds available to make any payments of either principal or interest on the above debentures. 15 PGI INCORPORATED AND SUBSIDIARIES Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Year 2000 Issues - ---------------- The year 2000 issue is determined to have an immaterial effect on the Company. As of January 1, 1999, the Company has begun maintaining the financial records on different software, which is also used by a related party. The related party is responsible for testing and modifying the software for the year 2000 processing and expects this exercise to be complete by August 31, 1999. The related party is not expected to charge PGI, Incorporated for the cost of the conversion or modifications. As a result, any changes required, as part of any year 2000 conversions made to the financial records will have a minimal effect on the business, results of operations and financial condition. The Company has no material third party relationships with vendors which would require year 2000 modifications, does not own or operate any building, and had no other major information technology system with imbedded technology. 16 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. A motion has been filed to recover permissible expenses incurred in litigating the case. A hearing will be held to settle recoverable costs and application of the decision to subsequent years taxes. There remains a restricted escrow of $557,000 for payment of the taxes. 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 convertible 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 Not applicable. Item 6 Exhibits and Reports on Form 8 - K (a) Exhibits - reference is made to the Exhibit Index contained on page 19 herein for a list of exhibits filed under this Item. (c) No report on Form 8 - K was filed during the quarter ended March 31, 1999. 17 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: May 14, 1999 /s/ Laurence A. Schiffer ------------------ -------------------------- Laurence A. Schiffer President 18 PGI INCORPORATED AND SUBSIDIARIES EXHIBIT INDEX - ------------- 2. Inapplicable. 3. Inapplicable. 4. Inapplicable. 10. Inapplicable. 11. Statements re: Computations of Per Share Earnings. (See Note 3 to the consolidated financial statements.) 15. Inapplicable. 18. Inapplicable. 19. Inapplicable. 22. Inapplicable. 23. Inapplicable. 24. Inapplicable. 27. Financial Data Schedule 19 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 1,935,000 0 767,000 (630,000) 889,000 0 93,000 (92,000) 3,122,000 0 12,757,000 532,000 0 2,000,000 (25,177,000) 3,122,000 0 23,000 0 1,000 85,000 0 449,000 (512,000) 0 0 0 0 0 (512,000) (.13) (.13) CURRENT ASSETS AND CURRENT LIABILITIES VALUES ARE ZERO BECAUSE OF AN UNCLASSIFIED BALANCE SHEET.
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