Item 1.
Business
As used in this Annual Report on Form 10-K, the “Company” refers, unless the context otherwise requires, to PGI Incorporated and its subsidiaries. The Company’s executive offices are at 212 S. Central, St. Louis, Missouri, 63105, and its telephone number is (314) 512-8650.
The Company, a Florida corporation, was founded in 1958, and up until the mid 1990’s was in the business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 25 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate. This change was prompted by its continuing financial difficulties due to the principal and interest owed on its debt.
During the fiscal year ended December 31, 2016, Sugarmill Woods, Inc. (“Sugarmill Woods”), a wholly-owned subsidiary of the Company, sold its largest parcel of real estate, approximately 369 acres located in Hernando County, Florida (“the Property”), to the State of Florida Department of Transportation (“Florida DOT”). The Property was encumbered by secured creditor claims, and the sale of the Property closed on June 21, 2016 for $9,000,000. The Florida DOT acquired the Property in connection with the northward extension of the Suncoast Parkway as part of the Suncoast Parkway, Project 2. On November 29, 2016 Sugarmill Woods sold a small parcel of land in Citrus County, Florida for a nominal amount.
The Company’s remaining land inventory consists of 6 single family lots, an approximate 7 acre parcel and some other minor parcels of real estate consisting of easements in Citrus County, Florida, which are owned through its wholly-owned subsidiary, Sugarmill Woods. In addition, Punta Gorda Isles Sales, Inc. (“PGIS”), a wholly-owned subsidiary of the Company, owns 12 parcels of real estate in Charlotte County, Florida, which total approximately 60 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale.
The proceeds from the sale of the Property of $9,000,000 were received on June 23, 2016 and payment of the primary lender debt totaling $500,000, in principal, and all accrued interest related to such debt totaling $470,000, was made to PGIP LLC (“PGIP”), the holder of the first mortgage note and an affiliate of the Company. In addition, on June 23, 2016, the remaining principal of the collateralized convertible debentures totaling $1,500,000, and a portion of the accrued interest related to such debentures totaling $5,455,000, was paid to the holders of such debentures. Love Investment Company (“LIC”), and Love-1989 Florida Partners, LP (“Love-1989”), each affiliates of Love-PGI Partners, L.P. (“L-PGI), held such collateralized convertible debentures. Prior to December 31, 2016, L-PGI was the Company’s primary preferred stock shareholder. Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,706 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company that were held by L-PGI to LIC in conjunction with settling its remaining indebtedness. LIC was the general partner of L-PGI and is owned, directly or indirectly, by Andrew S. Love and Laurence A. Schiffer, which are the directors and executive officers of the Company.
Item 1.
Business (continued)
As of December 31, 2017, the Company had no employees, and all services provided to the Company are through contract services.
Item 1A.
Item 1A.
Risk Factors
Not Applicable
Item 1B.
Item 1B.
Unresolved Staff Comments
Not Applicable
Item 2.
Item 2.
Properties
The Company’s remaining land inventory consists of 6 single family lots, an approximate 7 acre parcel and some other minor parcels of real estate consisting of easements in Citrus County, Florida, which are owned through its wholly-owned subsidiary, Sugarmill Woods. In addition, PGIS, a wholly-owned subsidiary of the Company, owns 12 parcels of real estate in Charlotte County, Florida, which total approximately 60 acres, but these parcels have limited value because of associated developmental constraints such as wetlands, easements, and/or other obstacles to development and sale. The Company continues its efforts to dispose of all of its real estate.
The Company believes the properties are adequately covered by insurance.
Item 3.
Item 3.
Legal Proceedings
The Company, to its knowledge, currently is not a party in any legal proceedings.
Item 4.
Item 4.
Mine Safety Disclosures
Not Applicable
PART II
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is no public trading market for the Company’s common equity securities. There have been no reported transactions in the Company’s common stock, par value $.10 (the “Common Stock”), since January 29, 1991, with the exception of the odd lot tender offer by PGIP, an affiliate of the Company, in 2003 which was described previously in the Company’s annual report on Form 10-KSB for the fiscal year ended December 31, 2004 and the 2,260,706 shares of Common Stock assigned by L-PGI to LIC effective December 31, 2016 as described under Item 1.
The following over-the-counter market quotations, obtained from www.otcmarkets.com, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:
No dividends have ever been paid on the Common Stock, and payment of dividends on the Common Stock is restricted under the terms of the two indentures (one of which matured on June 1, 1991 and the other on May1, 1992) pursuant to which the Company’s outstanding subordinated convertible debentures were issued and by the terms of the Company’s preferred stock. As of December 31, 2017, to the Company’s knowledge, there were 552 holders of record of the Company’s Common Stock and 418 debenture holders.
Item 6.
Item 6.
Selected Financial Data
Not Applicable
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The liabilities of the Company exceed the reported value of its assets. Management’s efforts and activities have been, and continue to be, to sell assets of the Company to repay its indebtedness and to pay the ordinary on-going costs of operation of the Company. With the June 2016 sale of 369 acres to the Florida DOT for $9,000,000, and the sale of the small land parcel in Citrus County, Florida in November 2016, the aggregate remaining land inventory is less than 70 acres, consisting of multiple parcels located in two Florida counties. These parcels have limited value because of associated development constraints such as wetlands, easements and other obstacles to development and sale. At December 31, 2017 the carrying value of the land inventory was $14,000. The Company is seeking to realize full market value for such land. However, certain land parcels may be of so little value and marketability that the Company may elect not to pay the real estate taxes on selected parcels, which may eventually result in a defacto liquidation of such property by subjecting such property to a tax sale.
In management’s judgment, with the June 2016 land parcel sale, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness of the Company. Consequently, there is substantial doubt about the Company’s ability to continue as a “going concern,” as that term is used for generally accepted accounting purposes. The asset carrying values shown in the financial statements, are judged to be reasonable estimates of the value, when viewed in the context of the entirety of the financial statements.
The proceeds of the June 2016 property sale were utilized to repay the entire principal of the first mortgage note and related interest accrued thereto, and with respect to the collateralized convertible debentures, to repay the entire principal and a portion of the accrued interest related thereto as follows:
In addition to the convertible subordinated debentures noted above, the Company’s financial statement indebtedness includes the: (i) 6.5% subordinated convertible debentures, which matured in June, 1991, with a remaining face amount of $1,034,000 and (ii) its 6.0% subordinated convertible debentures which matured in May, 1992, with a remaining face amount of $8,025,000.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
With respect to the 6.5% subordinated convertible debentures, the Trustee provided notice of final distribution to the holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintained a debenture reserve fund with a balance of $41,000 as of December 31, 2017 and 2016, respectively, which is available for final distribution to remaining holders of such debentures who surrender their respective debenture certificates.
During the year ended December 31, 2017 and 2016 there were no 6.5% subordinated convertible debentures that were surrendered by their respective debenture holders and no funds were utilized from the debenture reserve account.
The 6.5% Subordinated convertible debenture balances are as follows:
If and when such remaining debentures are surrendered to the Trustee, the applicable portion of such principal and accrued interest will similarly be recorded as debt and interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% subordinated convertible debentures would be barred under the applicable statutes of limitations.
The cumulative amount due for the 6.5% and 6% subordinated convertible debentures as of December 31, 2017 is as follows:
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Both issues of subordinated convertible debentures have been in payment default for over twenty-five years. It is unclear whether any action on behalf of the bondholders is presently likely, given the negative net worth of the Company and continuing passage of time. Further, the Company believes that if claims were to be asserted at least a portion of such claims (especially those with respect to the 6.5% subordinated convertible debentures which matured on June 1, 1991) are barred under the applicable statutes of limitations.
If such claims are barred, the Company will likely recognize income in like amount for income tax purposes, without the receipt of any cash. Management estimates that the potential income tax liability may be largely averted by the insolvency exception of the tax laws and the utilization of the Company’s tax loss carryforwards, which as of December 31, 2017 totaled approximately $67,793,000.
Even if claims by the subordinated convertible debenture holders are barred in full and there is no cash tax consequence to the Company as a result of the utilization of the tax loss carry forwards, the Company would nonetheless have a substantial Stockholders’ Deficiency. As of December 31, 2017, the Stockholders’ Deficiency of the Company was $90,260,000.
RESULTS OF OPERATIONS
Revenues
Revenues for the year ended December 31, 2017 decreased by $8,994,000 to $15,000 compared to revenues of $9,009,000 for the year ended December 31, 2016, primarily as a result of the sale, by Sugarmill Woods, of the Property to the Florida DOT on June 21, 2016 for $9,000,000, and the sale of a small parcel of land on November 29, 2016 for $5,000. There were no sales of real estate in 2017.
Interest income totaled $15,000 for the year ended December 31, 2017 compared to interest income of $4,000 for the year ended December 31, 2016. Related party interest income increased by $11,000 during the year ended December 31, 2017 to $13,000 from $2,000 for the comparable period in 2016. The related party interest income for the year ended December 31, 2017 is a result of the Company’s investment in a $560,000 short term note with LIC, which investment was made during the year ended December 31, 2017. The Company received payment of the outstanding note receivable from LIC on March 6, 2018. The Company received payment of the previous note receivable from LIC on June 23, 2016. Interest income of $2,000, represents interest earned on the Company’s money market account during the years ended December 31, 2017 and 2016.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Costs and Expenses
Costs and expenses for the year ended December 31, 2017 decreased by $4,593,000 when compared to the same period in 2016 as follows:
The cost of real estate sales for the year ended December 31, 2017 decreased by $747,000 compared to the year ended December 31, 2016, solely as a result of costs and expenses incurred in connection with the sales of real estate on June 21, 2016 and November 29, 2016. There was no such expense for the comparable period in 2017 because there were no sales of real estate during such period.
Interest expense relating to the Company’s current outstanding debt held by non-related parties, increased by $36,000 during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily as a result of interest accruing on past due balances which increased at various intervals throughout the year for accrued but unpaid interest.
Interest expense-related party decreased by $3,832,000 during the year ended December 31, 2017, compared to December 31, 2016. Proceeds from the June 2016 Property sale was used by the Company to repay the outstanding principal of the primary lender debt of the $500,000 first mortgage note, which was held by PGIP, and the $1,500,000 collateralized convertible debenture principal, which was held by LIC and Love-1989. With the repayment of such principal, no additional interest expense was accrued with respect to such collateralized debt subsequent to June 23, 2016.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Taxes and assessments decreased by $1,000 in 2017 when compared to the same period in 2016 as a result of lower real estate tax expense due primarily to the sale of the Property sold to the Florida DOT on June 21, 2016.
Consulting and accounting expense was $37,000 and $38,000 for the years ended December 31, 2017 and 2016, respectively. A quarterly consulting fee is paid to Love Real Estate Company (“LREC”), an affiliate of LIC, of one-tenth of one percent of the carrying value of the Company’s assets. In addition, accounting service fees of $33,600 were paid to LREC in 2017 and 2016.
Legal and professional expenses decreased by $56,000 during the year ended December 31, 2017 when compared to the same period in 2016. Additional legal expenses were incurred in 2016 in connection with the evaluation of the Company’s business alternatives. Other professional expenses of $18,000 were incurred during the year ended December 31, 2017 relating to environmental remediation services incurred for a parcel in Citrus County, Florida.
General and administrative expenses increased by $8,000 during the year ended December 31, 2017, compared to the year ended December 31, 2016, primarily due to an increase in tax fees for the year ended December 31, 2017 of $11,000 compared to the year ended December 31, 2016. In addition, insurance expense decreased by $2,000 for the year ended December 31, 2017 due to the sale of the Property on June 23, 2016. There was also a decrease in general administrative expenses of $1,000 as a result of lower stock transfer agent fees relating to common stock for the year ended December 31, 2017 compared to 2016.
The Company recognized an income tax expense of $57,000 during the year ended December 31, 2017 for the 2016 Alternative Minimum tax on the 2016 gain recognized on the sales of real estate.
A net loss of $1,566,000 ($.41 per share loss) was incurred for the year ended December 31, 2017. This compared to net income of $2,892,000 ($.42 per share-basic) realized for the year ended December 31, 2016, which included a gain of $8,258,000 from sales of real estate during the year ended December 31, 2016. Included in the 2017 and 2016 income and loss per share computation is $640,000 ($.12 per share of Common Stock) of annual cumulative preferred stock dividends in arrears.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
FINANCIAL CONDITION
Total assets decreased by $226,000 at December 31, 2017 compared to total assets at December 31, 2016 reflecting the following changes:
Net cash used in operating activities was $239,000 for the year ended December 31, 2017 compared to cash provided by operations of $2,774,000 for the year ended December 31, 2016. Net cash provided by or used in operations consists of cash received from operations less cash expended for operations.
Cash received from operations during the year ended December 31, 2017 was $2,000, which represents interest income earned on the Company’s money market account. Cash received from operations in the year ended December 31, 2016 was $9,009,000, which represented $9,005,000 received from real estate sales, $2,000 in interest income earned on the Company’s money market account and $2,000 in related party interest payments received from the Company’s note receivable with LIC.
Cash expended for operations during the year ended December 31, 2017 was $241,000, which represents a decrease of $5,994,000 compared to cash expended for operations of $6,235,000 in the year ended December 31, 2016. The decrease primarily is a result of payments of $5,925,000 for accrued related party interest paid on collateralized debt and payments of $122,000 for costs of real estate sales in the year ended December 31, 2016.
Related party receivables increased by $573,000 during the year ended December 31, 2017, due to two short-term notes receivable with LIC of $560,000 and accrued interest receivable of $13,000. The short-term loans to LIC bears interest at 4.5% per annum with an original maturity date of December 31, 2017; however, extended to December 31, 2018. The short-term notes receivable were subsequently paid in full during March, 2018. During the year ended December 31, 2016 investing activities provided $183,000 of cash, which primarily consisted of $178,000 of net principal repayments of the Company’s short-term note with LIC, in addition to restricted cash of $5,000 from PGIP, the first mortgage lender, which was released upon the sale of property and satisfaction of the primary lender debt obligation owed to PGIP.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Net cash used in financing activities during the year ended December 31, 2016 was $2,000,000 for principal repayments consisting of $500,000 in primary lender debt paid to PGIP and $1,500,000 in collateralized convertible debentures paid to LIC and Love-1989. There were no financing activities during the year ended December 31, 2017.
Related party receivables increased by $573,000 during the year ended December 31, 2017 due to the short-term note receivable with LIC of $560,000 and accrued interest receivable of $13,000. The short-term loan to LIC bears interest at 4.5% per annum. The Company received payment of the outstanding note receivable on March 6, 2018.
Liabilities were $91,048,000 at December 31, 2017 compared to $89,708,000 at December 31, 2016, reflecting the following changes:
Accounts payable and accrued expenses decreased by $21,000 at December 31, 2017, compared to December 31, 2016, with decreases primarily representing current liabilities as of December 31, 2016 of $20,000 for legal services incurred in connection with the evaluation of the Company’s business focus alternatives, and a decrease in accrued expenses of $19,000 in environmental remediation expenses that were previously accrued by the Company. In addition, there were increases in accrued expenses of $11,000 in increased tax fees, and $8,000 for the accrual of the current year’s annual administration fees relating to the 6% subordinated convertible debentures.
Accrued interest increased by $1,361,000 at December 31, 2017 compared to December 31, 2016 reflecting changes in the following accrued interest categories:
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
There was an increase of $1,361,000 of accrued interest relating to the Company’s outstanding debt during the year ended December 31, 2017. The accrued interest relating to convertible subordinated debentures increased due to the additional accrual of interest on the nonpayment of previously accrued interest on the Company’s debentures (see Note 8 to the consolidated financial statements under Item 8). The notes payable and convertible subordinated debentures, including accrued interest, are past due.
The Company’s stockholders’ deficiency increased to $90,260,000 at December 31, 2017 from a $88,694,000 stockholders’ deficiency at December 31, 2016, reflecting the 2017 operating loss of $1,566,000.
Off-Balance Sheet Arrangements
The Company has no Off-Balance Sheet Arrangements.
Recent Accounting Standards
Accounting Standards Update (ASU) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, is effective for interim and annual periods ending after December 15, 2016 and, accordingly, this is discussed in Footnote 2 to the financial statements.
ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, is effective for interim and annual periods ending after December 15, 2017, and accordingly, this is discussed in Footnote 2 to the financial statements.
Forward Looking Statements
The discussion set forth in this Item 7, as well as other portions of this Form 10-K, may contain forward-looking statements. Such statements are based upon the information currently available to management of the Company and management’s perception thereof as of the date of the Form 10-K. When used in this Form 10-K, words such as “anticipates,” “estimates,” “believes,” “appears”, “expects,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Such statements are subject to risks and uncertainties. Actual results of the Company’s operations could materially differ from those forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in the real estate market in Florida and the counties in which the Company owns any property; the overall national economy and financial markets; institution of legal action by the bondholders for collection of any amounts due under the subordinated convertible debentures (notwithstanding the Company’s belief that at least a portion of such actions might be barred under applicable statute of limitations); changes in management strategy; and other factors set forth in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time.
Item 7A.
Item 7A.
Qualitative and Quantitative Disclosures About Market Risk.
Not Applicable
Item 8.
Item 8.
Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors
and Stockholders
PGI Incorporated
St. Louis, Missouri
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of PGI Incorporated and Subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, stockholders’ deficiency and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter - Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant accumulated deficit and is in default of certain sinking fund and interest payments on its convertible subordinated debentures. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BKD, LLP
We have served as the Company’s auditor since 2001.
St. Louis, Missouri
March 23, 2018
See accompanying notes to consolidated financial statements.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1.
Nature of Business and Going Concern
PGI Incorporated and Subsidiaries (the Company), a Florida corporation, was founded in 1958, and up until the mid 1990’s was in business of building and selling homes, developing and selling home sites and selling undeveloped or partially developed tracts of land. Over approximately the last 25 years, the Company’s business focus and emphasis changed substantially as it has concentrated its sales and marketing efforts almost exclusively on the disposition of its remaining real estate.
The Company has a significant accumulated deficit and is in default of certain sinking fund and interest payments on its convertible subordinated debentures (Note 8).
The Company’s major efforts and activities have been, and continue to be, to sell assets of the Company to repay its indebtedness and to pay the ordinary on-going costs of operation of the Company. The potential values of the land parcels held for sale has been difficult to assess. With the 2016 sale of 369 acres to the Florida DOT for $9,000,000, the remaining land inventory are difficult to sell and difficult to value. While the Company will seek to realize full market value for each remaining asset, the amounts realized may be at substantial variance from its present financial statement carrying value. Certain of these assets may be of so little value and marketability that the Company may elect not to pay the real estate taxes on selected parcels, which may eventually result in a defacto liquidation of such property by subjecting such property to a tax sale.
In management’s judgment, with the 2016 land parcel sale, the remaining assets will be insufficient to satisfy much, if any, of the outstanding indebtedness and there will be no recoveries by the shareholders. Consequently, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The asset carrying values shown in the financial statements, are judged to be reasonable estimates of the value, when viewed in the context of the entirety of the financial statements.
2.
Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after eliminating all significant inter-company transactions.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
2.
Significant Accounting Policies (continued):
Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue and Profit Recognition
In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” which requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or servies. We anticipate adopting this standard using the modified retrospective approach. The adoption of ASU 2014-09 will not have a material impact on the Company’s consolidated financial statements.
Acreage
Sales of undeveloped and developed acreage tracts are recognized, net of any deferred revenue and valuation discount.
Land Inventory
Land inventory is stated at cost.
3.
Real Estate Sales and Interest Income:
Real estate sales and cost of real estate sales consisted of:
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
3.
Real Estate Sales and Interest Income (continued):
During the year ended December 31, 2016, the Company sold approximately 369 acres located in Hernando County, Florida (“the Property”) for $9,000,000 to the State of Florida Department of Transportation (“Florida DOT”) and sold a small parcel of land to the South Oak Village Association in Citrus County, Florida. There were no real estate sales in 2017.
Interest income totaled $15,000 for the year ended December 31, 2017 compared to interest income of $4,000 for the year ended December 31, 2016. Related party interest income increased by $11,000 during the year ended December 31, 2017 to $13,000 from $2,000 for the comparable period in 2016. The related party interest income for the year ended December 31, 2017 is a result of the Company’s investment in a $560,000 short term note with LIC, which investment was made during the year ended December 31, 2017 with an original maturity of December 31, 2017, which was extended one year. The Company received payment of the outstanding note receivable from LIC in March, 2018. The Company received payment of the previous note receivable from LIC on June 23, 2016. Interest income of $2,000, represents interest earned on the Company’s money market account during the years ended December 31, 2017 and 2016.
4.
Land Inventory:
Land inventory consisted of:
5.
Other Assets:
Other assets consisted of:
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
6.
Accounts Payable and Accrued Expenses:
Accounts payable and accrued expenses consisted of:
Accrued Real Estate Taxes:
Accrued real estate taxes consisted of:
7.
Notes Payable:
Notes payable consisted of the following:
The prime rate at December 31, 2017 and 2016, was 4.5% and 3.75%, respectively.
During the year ended December 31, 2016, the Company paid the primary lender debt of $500,000 and all accrued interest totaling $470,000 to PGIP, the holder of the first mortgage note and an affiliate of the Company upon receipt of the proceeds of the sale of the Property on June 23, 2016.
The overall weighted-average interest rate for the Company’s credit agreements with its notes and mortgages was approximately 6.0% and 5.9% at December 31, 2017 and 2016, respectively.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7.
Notes Payable (continued):
Accrued interest on notes payable was $3,218,000 and $3,146,000 at December 31, 2017 and 2016, respectively.
All of the outstanding notes payable including accrued interest are past due.
8.
Subordinated Convertible Debentures Payable:
Subordinated debentures payable consisted of:
The Trustee of the 6.5% subordinated convertible debentures, which matured in June 1991, with an original face amount of $1,034,000, provided notice of a final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee has maintained a debenture reserve fund with a balance of $41,000 as of December 31, 2017 and 2016, available for distribution to holders of such debentures who surrender their respective debenture certificates.
During the year ended December 31, 2017 and 2016, there were no 6.5% subordinated convertible debentures that were surrendered by their respective debenture holders and no funds were utilized from the debenture reserve account.
The 6.5% Subordinated convertible debenture balances are as follows:
If and when such remaining debentures are surrendered to the Trustee, the applicable portion of such principal and accrued interest will be recorded as debt and interest forgiveness. As the Company has consistently stated in prior filings, the Company believes that any potential claims by the respective debenture holders on such 6.5% subordinated convertible debentures would be barred under the applicable statutes of limitations.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
8.
Subordinated Convertible Debentures Payable (continued):
Since issuance, $650,000 and $152,000 of the 6.5% and 6% debentures, respectively, have been converted into common stock. This conversion feature is no longer in effect.
The Company is in default of certain sinking fund and interest payments on both subordinated convertible debentures totaling $8,472,000 in principal plus accrued and unpaid interest of $25,032,000 and $23,743,000 as of December 31, 2017 and 2016, respectively.
The debentures are not collateralized and are not subordinate to each other, but are subordinate to senior indebtedness ($1,198,000 at December 31, 2017 and 2016). Payment of dividends on the Company’s common stock is restricted under the terms of the two indentures pursuant to which the outstanding debentures are issued.
In order to maximize the amounts realized for the debt holders, the Company has been and intends to continue to seek buyers for the remaining landholdings.
No assurances are offered regarding the timing of or the values to be realized from future land sales.
Convertible Debentures Payable:
After repayment of the first mortgage note (“the primary lender debt”), proceeds received from the June 2016 Property sale to Florida DOT were also utilized to repay the remaining principal of the collateralized convertible debentures totaling $1,500,000 and a portion of the accrued interest related to such debentures totaling $5,455,000. The current holders of the collateralized convertible debentures were LIC and Love-1989 Florida Partners, LP (“Love-1989”), each affiliates of Love-PGI Partners, L.P. (“L-PGI”).
The June 23, 2016 payments of principal and interest and the remaining accrued interest were as follows:
Accrued interest was $52,915,000 at December 31, 2017 and 2016, respectively.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
9.
Convertible Debentures Payable (continued):
In May 2008, LIC purchased $703,000 in principal amount of the Company’s convertible debentures from the previous debenture holder. The balance of the outstanding convertible debentures in the amount of $797,000, were held by Love-1989. The debentures held by Love-1989 and LIC were secured by a second mortgage behind PGIP on the 366 acres retained by the Company and a security interest behind that held by PGIP in the restricted proceeds escrow. The total debentures balance of $1,500,000 carried a maturity date of July 8, 1997 and were in default as of December 31, 2015. Interest on the debentures accrued at the rate of fourteen percent compounded quarterly. The Company’s primary lender credit agreements prohibit the payment of interest until such time as the primary lender loans are repaid.
10.
Income Taxes:
Reconciliation of the statutory federal income tax rates, 34% for the years ended December 31, 2017 and 2016, to the Company’s effective income tax rates follows:
The Company recognized an income tax expense of $57,000 during the year ended December 31, 2017 for the 2016 Alternative Minimum tax on the 2016 gain recognized on the sales of real estate.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
10.
Income Taxes (continued):
At December 31, 2017, the Company had an operating loss carryforward of approximately $67,793,000 which will expire at various dates through 2036.
The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2014.
11.
Capital Stock:
Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,706 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company, that were held by L-PGI to LIC, in conjunction with settling its remaining indebtedness. LICwas the general partner of L-PGI and is owned, directly or indirectly, by Andrew S. Love and Laurence A. Schiffer, which are the directors and executive officers of the Company.
In March 1987, the Company sold, in a private placement, 1,875,000 shares of its Class A cumulative convertible preferred stock to L-PGI for a purchase price of $7,500,000 cash ($4.00 per share). The Company also converted $500,000 of indebtedness owed to a corporation owned by the Company’s former Chairman of the Board of Directors and members of his family into 125,000 shares of the cumulative convertible preferred stock.
The holders of the preferred stock are entitled to one vote per share and, except as provided by law, will vote as one class with the holders of the common stock. Class A preferred stockholders are also entitled to receive cumulative dividends at the annual rate of $.32 per share, an effective yield of 8%. Dividends accrued for an initial two year period and, at the expiration of this period, preferred stockholders had the option of receiving accumulated dividends, when and if declared by the Board of Directors, in cash (unless prohibited by law or contract) or common stock. At December 31, 2017 cumulative preferred dividends in arrears totaled $14,515,000 ($640,000 of which related to the year ended December 31, 2017). On May 15, 1997 preferred dividends accrued through April 25, 1995 totaling $4,260,000 were paid in the form of 2,000,203 shares of common stock.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
11.
Capital Stock (continued):
As of December 31, 2017 and 2016, the preferred stock is callable or redeemable at the option of the Company at $4.00 per share plus accrued and unpaid dividends. In addition, the preferred stock will be entitled to preference of $4.00 per share plus accrued and unpaid dividends in the event of liquidation of the Company.
At December 31, 2017 the Company had reserved 3,756,000 common shares for the conversion of preferred stock.
12.
Quarterly Results:
There were no significant transactions in the fourth quarter of 2017.
13.
Commitments and Contingencies:
The Company is currently not a party in any legal proceedings.
14.
Related Party Transactions:
The entire outstanding principal of the primary lender debt of $500,000 and all accrued interest totaling $470,000 was paid to PGIP, the holder of the first mortgage note and an affiliate of the Company on June 23, 2016, upon receipt of proceeds from the June 2016 Property Sale to the Florida DOT. In addition, on June 23, 2016, the remaining principal of the collateralized convertible debentures totaling $1,500,000 and a portion of the accrued interest related to such debentures totaling $5,455,000 was paid to the current holders of such debentures. LIC and Love-1989, each affiliates of L-PGI, held the collateralized convertible debentures. With the principal repaid, there was no incremental interest expense accrued with respect to such collateralized debt subsequent to June 23, 2016.
The June 23, 2016 payments of principal and interest and the remaining accrued interest are as follows:
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
14.
Related Party Transactions (continued):
Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,706 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company, that were held by L-PGI to LIC, in conjunction with settling its remaining indebtedness. LIC was the general partner of L-PGI and is owned, directly and indirectly, by Andrew S. Love and Laurence A. Schiffer, which are the directors and executive officers of the Company.
The Company received the balance of restricted cash of $5,000 from PGIP, the first mortgage lender, which was released subsequent to the sale of the Property and satisfaction of the primary lender debt obligation owed to PGIP during the year ended December 31, 2016.
The Company’s primary preferred shareholder is LIC which is primarily owned and managed by Andrew S. Love and Laurence A. Schiffer. Messrs. Love and Schiffer serve as the executive officers and directors of the Company.
PGIP is owned and managed by Hallmark Investment Corporation (“HIC”). Messrs. Love and Schiffer are directors and executive officers of HIC and own 90% of all the issued and outstanding voting stock of HIC.
The Company maintains its administration and accounting offices with Love Real Estate Company (“LREC”). LREC, which is owned by Mr. Love and Mr. Schiffer, is paid a monthly fee for the following:
1.
Maintain books of original entry;
2.
Prepare quarterly and annual SEC filings;
3.
Coordinate the annual audit;
4.
Assemble information for tax filing, review reports as prepared by tax accountants and file same;
5.
Track shareholder records through transfer agent;
6.
Maintain policies of insurance against property and liability exposure;
7.
Handle day-to-day accounting requirements
In addition, the Company receives office space, telephone service and computer service from LREC. A fee of $2,800 per month was accrued in 2017 and 2016. The Company made payments of $33,600 to LREC in 2017 and 2016 respectively for accounting service fees. There were no accrued accounting service fees as of December 31, 2017 and 2016.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
14.
Related Party Transactions (continued):
Effective March 25, 1987, the Company entered into a Management Consulting Agreement with LREC. As a consultant to the Company and in addition to the above services, LREC provides other services including, but not limited to, strategic planning, marketing and financing as requested by the Company. In consideration for these consulting services, the Company pays LREC a quarterly consulting fee of one-tenth of one percent of the carrying value of the Company’s assets, plus reasonable out-of-pocket expenses. As of December 31, 2017 and 2016, the carrying value of the Company’s assets was approximately $788,000 and $1,014,000, including $159,000 and $958,000 of cash, respectively. Consulting fees were $4,000 in 2017 and 2016. As of both December 31, 2017 and 2016, a total of $1,000 of unpaid fees had accrued under this agreement.
In 1985 a corporation owned by the former Chairman of the Board and his family made an uncollateralized loan to the Company, which at December 31, 2017 and 2016 had an outstanding principal balance of $176,000 plus accrued interest of $452,000 and $441,000, totaling an outstanding balance of $628,000 and $617,000, respectively. Interest accrued on this loan was $11,000 and $10,000 in 2017 and 2016, respectively.
The Company invested in a short-term note receivable of $560,000 with LIC during 2017, bearing interest at 4.5% per annum with an original maturity of December 31, 2017, which was extended one year through December 31, 2018. The interest receivable on the related party note receivable is $13,000 at December 31, 2017. The Company received payment of the outstanding note receivable from LIC in March, 2018.
The Company received payments of $178,000 for an outstanding note receivable balance from LIC during the year ended December 31, 2016. Interest income on this note receivable was $2,000 for the year ended December 31, 2016.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
15.
Fair Value of Financial Instruments:
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:
Cash:
The carrying amount approximates fair value because of the short maturity of those instruments.
Receivables:
The carrying amount approximates fair value because of the short-term maturity of those receivables.
Accounts Payable:
The carrying amount approximates fair value because of the short-term maturity of those debts.
Debt:
It was not practicable to estimate the fair value of the Company’s debt with its primary lender, its notes payable and its convertible debentures because these debts are in default causing no basis for estimating value by reference to quoted market prices or current rates offered to the Company for debt of the same remaining maturities.
The estimated fair values of the Company’s financial instruments are as follows:
PGI INCORPORATED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
16.
Income (Loss) Per Share:
The following is a summary of the calculations used in computing basic and diluted income (loss) per share:
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
Item 9A.
Item 9A.
Controls and Procedures
The Company has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) under the supervision and with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2017. There have been no changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter ending December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of PGI Incorporated (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.
Item 9A.
Controls and Procedures (continued)
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that assessment, management concludes that, as of December 31, 2017, the Company’s internal control over financial reporting is effective.
Item 9B.
Item 9B.
Other Information
Not Applicable
PART III
Item 10.
Item 10.
Directors, Executive Officers, and Corporate Governance.
The following information, regarding executive officers and directors of the Company, is as of March 23, 2018.
Name and Age
Position with Company and Business Experience During the Last Five Years
Laurence A. Schiffer
(age 78)
Director of the Company since April 1987; President, Chief Executive Officer and Chief Financial Officer of the Company since February 1994; Vice Chairman of the Board since May 1987; President and Chief Executive Officer of Love Real Estate Company and Love Investment Company since 1973; Manager of PGIP since 1995; member of the Real Estate Board of Metropolitan St. Louis and the National Association of Real Estate Boards.
Andrew S. Love
(age 74)
Director and Chairman of the Company’s Board of Directors since May 1987; Secretary since February 1994; Chairman of the Board of Love Real Estate Company and Secretary of Love Investment Company since 1973; Partner in St. Louis based law firm of Bryan, Cave, McPheeters & McRoberts until 1991; Manager of PGIP since 1995.
Executive officers of the Company are appointed annually by the Board of Directors to hold office until their successors are appointed and qualify.
The directors of the Company have determined that the Company does not have an audit committee financial expert serving on its board of directors (which acts as the Company’s audit committee). In addition, the Company has not adopted a code of ethics that applies to its principal executive officer and principal financial officer (principal accounting officer). The Company’s decision not to adopt a code of ethics or to have an audit committee financial expert are primarily attributable to the following reasons: (i) as a result of its continuing financial difficulties due to amounts owed on its debt, the Company is focused almost exclusively on the disposition of its remaining real estate; (ii) as described in Item 5, there have been no reported transactions in the Company’s Common Stock since January 29, 1991, other than the odd lot tender offer in 2003 and the assignment of the 2,260,706 shares of Company Common Stock by L-PGI to LIC in 2016; (iii) the board of directors of the Company consists of only two directors and these two directors are also the only executive officers of the Company; and (iv) the same person serves as the Company’s chief executive officer and chief financial officer.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company was not furnished any Forms 3, 4 or 5, or any amendments thereto, during our most recent fiscal year. Accordingly, the Company is not aware of any officer, director or beneficial owner of more than 10 percent of the Company’s registered securities that failed to file on a timely basis Forms 3, 4 and 5 required under Section 16(a) of the Securities Exchange Act of 1934, as amended, during fiscal year ended 2017.
Item 11.
Item 11.
Executive Compensation
The Company’s Chief Executive Officer and Chief Financial Officer is Mr. Laurence A. Schiffer. Because of the Company’s impaired financial condition, it does not compensate in any manner Mr. Schiffer or Mr. Love, the Company’s only other executive officer, for the services they perform for the Company in that capacity or in their capacity as directors of the Company. Management services are provided to the Company by Love Real Estate Company (“LREC”), which is an affiliate of Love Investment Company, pursuant to that certain Management Consulting Agreement by and between the Company and LREC dated March 25, 1987 (the “Management Agreement”). Mr. Schiffer and Mr. Love are employees of, and receive an annual salary from LREC. Neither the Company nor LREC maintains records, which would allow either of them to attribute any portion of the remuneration Mr. Schiffer receives from LREC to the management services he performs for the Company. See Item 13. “Certain Relationships and Related Party Transactions, and Director Independence” for additional information about the Management Agreement.
Neither Mr. Schiffer nor Mr. Love received fees from any source directly attributable to their services as directors of the Company during 2017.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The table below provides certain information as of March 23, 2018 regarding the beneficial ownership of the Common Stock and the Class A cumulative convertible preferred stock (the “Preferred Stock”) by each person known by the Company to be the beneficial owner of more than five percent of either the Common Stock or the Preferred Stock, each director of the Company (which persons are also the Company’s only executive officers), and by virtue of the foregoing, the directors and executive officers of the Company as a group.
1.
The shares of Common Stock owned by the Estate of Mr. Vernon are currently in the possession of the Federal Deposit Insurance Corporation (“FDIC”) which is the receiver for First American Bank and Trust, Lake Worth, Florida (“First American”). First American previously made a loan to Mr. Vernon, which was secured by these shares. The loan is in default and the Company understands that the FDIC has the right, pursuant to a pledge agreement, to vote the shares at any annual or special meeting of shareholders.
2.
Information obtained from filings made with the Securities and Exchange Commission.
3.
Includes the beneficial ownership of shares of Common Stock which represent less than 5% of the outstanding shares of Common Stock; sole voting and investment power over 125,000 shares of Preferred Stock, which shares are held in the name of Mary Anne Johns, as Trustee of the Mary Anne Johns Declaration of Trust.
4.
Love Investment Company (“LIC”) is a Missouri Corporation owned by Mr. Love, a Love trust and Mr. Schiffer. Messrs. Love and Schiffer serve as the executive officers and directors of LIC.
5.
These shares are the same shares owned by LIC together with the 2,509 shares of Common Stock owned by PGIP, LLC. Mr. Love is an indirect and direct owner of LIC and an indirect owner of PGIP, LLC. See Footnote 4 above and Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The outstanding principal of the primary lender debt of $500,000 and all accrued interest totaling $470,000 was paid to PGIP, the holder of the first mortgage note and an affiliate of the Company on June 23, 2016, upon receipt of proceeds from the sale of the Property to the Florida DOT. The primary lender debt was secured by substantially all of the Company’s real estate. PGIP became the primary lender in March 1996, with the assignment by First Union, the Company’s former primary bank lender, of all its right, title and interest in and to the loan documents. PGIP is 100% owned by Hallmark Investment Corporation (“HIC”). Messrs. Love and Schiffer own approximately 90% of all the issued and outstanding voting stock of HIC and serve as the directors and officers of HIC. HIC along with Messrs. Love and Schiffer are the managers of PGIP. See also Note 14 to the Notes to Consolidated Financial Statements.
The restricted proceeds escrow of $5,000 associated with the primary lender debt with PGIP was released on June 28, 2016, subsequent to the sale of the Property and satisfaction of the primary lender debt obligation owed to PGIP. The respective escrow agreement permits funds to be paid (i) as requested by PGI and agreed to by PGIP, or (ii) as deemed necessary and appropriate by PGIP to protect its interest in the remaining real estate, including its right to receive principal and interest payments on the indebtedness, or (iii) to PGIP to pay any other obligations owed to PGIP by the Company.
In 1989, the Company sold an aggregate $2,282,451 principal amount of the Convertible Debentures (“Debentures”) in a private placement to Love-1989 Florida Partners, L.P. (“Love-1989”). The controlling general partner of Love-1989 is Love Investment Company (“LIC”), which is owned by Mr. Love, Love family members and trusts and Mr. Schiffer. The above purchase by Love-1989 of the Debentures was funded in part with a loan from L-PGI. Love-1989 repaid the debt to L-PGI in full, in part by transferring a portion of the Debentures held by Love-1989 to L-PGI. In July 1992, as partial consideration for the Company’s conveyance of 350 acres of property to L-PGI, the Company retired $782,451 in principal amount of the Debentures held by L-PGI together with $389,000 in accrued interest. The maturity date on all of the remaining Debentures was extended to July 8, 1997.
The Debentures were in part collateralized by a second mortgage in favor of Love-1989 on 650 acres of the property owned by the Company, which was sold in May 1998. The 350 acres transferred to L-PGI as described above were also included in the property sold. Messrs. Love and Schiffer caused the Company to grant a second mortgage on the remaining 366 acre parcel of property located in Hernando County, Florida to Love-1989 and in their capacities as control persons of Love-1989, they caused Love-1989 to release its second mortgage on the 650 acres of the property sold and they caused the Company to grant a security interest to the Debenture holders (including, without limitation, Love-1989) behind that held by PGIP in the restricted proceeds escrow which is under the control of Messrs. Love and Schiffer since they and a company they control are the managers of PGIP.
In May 2008, LIC purchased $703,050 in principal amount of Debentures from the previous debenture holder. The total of $1,500,000 of Debentures have carried a maturity date of July 8, 1997 and interest on the Debentures has accrued at the rate of fourteen percent compounded quarterly.
On June 23, 2016, the remaining principal of collateralized convertible debentures totaling $1,500,000 and a portion of the accrued interest related to such debentures totaling $5,455,000 was paid to the current holders of such debentures, LIC, and Love-1989, each affiliates of L-PGI. There was no interest expense with respect to such collateralized debt subsequent to June 23, 2016. See Note 9 and Note 14 to the Notes to Consolidated Financial Statements.
The June 23, 2016 payments of principal and interest and the remaining accrued interest are as follows:
Effective December 31, 2016, L-PGI liquidated and assigned the 2,260,706 shares of common stock of the Company and 1,875,000 shares of preferred stock of the Company, that were held by L-PGI to LIC, in conjunction with settling its remaining indebtedness.
The Company maintains its administration and accounting offices with the offices of LREC in St. Louis, Missouri. LREC, a Missouri Corporation, is owned by Mr. Love and Mr. Schiffer, and is located at 212 South Central Avenue, St. Louis, Missouri 63105. A fee of $2,800 per month was accrued in 2017 and 2016 and the Company made payments of $33,600 to LREC in 2017 and 2016, for the services described in the next paragraph. There were no accrued accounting service fees as of December 31, 2017 and 2016.
The following is a list of services provided by LREC during 2017:
1.
Maintain books of original entry;
2.
Prepare quarterly and annual SEC filings;
3.
Coordinate the annual audit;
4.
Assemble information for tax filing, review reports as prepared by tax accountants and file same;
5.
Track shareholder records through transfer agent;
6.
Maintain policies of insurance against property and liability exposure;
7.
Handle day-to-day accounting requirements; and
8.
Provide telephone and computer service.
Although an amount is paid to LREC as reimbursement for expenses and as a fee for providing management services to the Company, neither the Company nor LREC maintain records which would allow them to attribute any portion of the aforementioned monthly fee to reimbursement of particular expenses or to payment for the management services performed for the Company by individual employees of LREC, including Messrs. Love and Schiffer.
Effective as of March 25, 1987, the Company entered into the Management Agreement with LREC. As a consultant to the Company and in addition to the above services, LREC provides other services including, but not limited to, strategic planning, marketing, and financing as requested by the Company. In consideration for these consulting services, the Company pays LREC a quarterly consulting fee of one-tenth of one percent of the book value of the Company’s assets, plus reasonable out-of-pocket expenses. As of December 31, 2017 and 2016, the book value of the Company’s assets was $788,000 and $1,014,000. Consulting fees accrued and paid were $4,000 in both 2017 and 2016. As of December 31, 2017 and 2016, a total of $1,000 of unpaid fees had accrued under the Management Agreement. The Management Agreement will continue in effect until terminated upon 90 days prior written notice by a majority vote of the Company’s directors.
Mr. Schiffer and Mr. Love receive a salary from LREC, such salary compensates them for their services to LREC, which provides consulting services for numerous other entities affiliated with the Company, and none of the amount earned by LREC under the Management Agreement is intended to be allocated or attributable to any officer or employee, including Mr. Schiffer, of LREC. No part of Mr. Schiffer’s annual salary from LREC is directly attributable to the management services he performs for the Company as an employee of LREC pursuant to the Management Agreement.
The Company invested in a short-term note receivable of $560,000 with LIC during 2017, bearing interest at 4.5% per annum. With an original maturity of December 31, 2017, which was extended one year through December 31, 2018. The interest receivable on the related party note receivable is $13,000 at December 31, 2017. The Company received payment of the outstanding note receivable in March, 2018.
The Company received payments of $178,000 for an outstanding note receivable balance from LIC during the year ended December 31, 2016. Interest income on this note receivable was $2,000 for the year ended December 31, 2016.
The Company believes that the affiliated transactions are on terms comparable to those which would be obtained from unaffiliated persons.
Neither of the two directors of the Company is independent pursuant to the definition of “independent director” set forth in the NYSE Amex Equities’ Company Guide because both of them are executive officers of the Company. The Company does not have a separate designated audit, compensation or nominating committee or committee performing similar functions.
Item 14.
Item 14.
Principal Accountant Fees and Services
Audit and tax fees rendered by BKD, LLP, the principal accountant of the Company, for the fiscal years ended December 31, 2017 and December 31, 2016 were:
Audit related fees are comprised of administrative fees related to the audit of the financial statements.
Tax fees are comprised of fees for tax compliance, tax planning, and tax advice. Corporate tax services encompass a variety of permissible services, including technical tax advice related to U.S. tax matters as well as preparation of applicable tax returns.
The Board of Directors of the Company pre-approves all audit and other permissible services to be provided by BKD, LLP and the estimated fees for these services.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules
1.
The following financial statements and the report of independent registered public accounting firm are filed as part of this Report:
a.
Report of Independent Registered Public Accounting Firm
b.
Consolidated Statements of Financial Position as of December 31, 2017 and 2016
c.
Consolidated Statements of Operations for the Years Ended December 31, 2017 and
d.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and
e.
Consolidated Statements of Stockholders' Deficiency for the Years Ended December 31, 2017 and 2016
f.
Notes to Consolidated Financial Statements
2.
Financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.
3.
Exhibit Index
The following exhibits are filed or incorporated herein by reference and are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
2. Inapplicable.
3.1
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-QSB and incorporated herein by reference).
3.2
Certificate of the Designation, Powers, Preferences and Relative Rights, and the Qualifications, Limitations or Restrictions Thereof, which have not been set forth in the Articles of Incorporation, of the Class A Cumulative Convertible Preferred Stock, effective as of March 24, 1987 (filed as Exhibit 3.2 to Registrant’s Form 10-K Annual Report for the year ended December 31, 1986 (“1986 Form 10-K”).
3.3
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, 1987 and incorporated herein by reference).
3.4
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).
9.
Inapplicable.
10.1
Purchase Agreement by and between Sugarmill Woods, Inc. and State of Florida, Department of Transportation, including addendum thereto, effective June 17, 2016 (filed as Exhibit 10.1 to the Registrant’s Form 8-K current report dated June 23, 2016 and incorporated herein by reference).
10.2
Purchase and Sale Agreement (for Parcel No. 104) by and between Sugarmill Woods, Inc. and the State of Florida, Department of Transportation, including addendum thereto, effective June 17, 2016 (filed as Exhibit 10.2 to the Registrant’s Form 8-K current report dated June 23, 2016 and incorporated herein by reference).
10.3
Form of Convertible Debenture Agreement due April 30, 1992 between PGI Incorporated and Love-1989 Florida Partners, L.P. and Mortgage and Security Agreement dated July 28, 1989 between Sugarmill Woods, Inc. and Love-1989 Florida Partners, L.P. (filed as Exhibit 10.9 to the Registrant’s Form 10-K Annual Report for the year ended December 31, 1989).
10.4
Consulting Agreement between PGI Incorporated and Love Real Estate Company, dated as of March 25, 1987 (filed as Exhibit 10.7 to the 1986 Form 10-K).
11.
See Note 16 to the consolidated financial statements.
13.
Inapplicable.
14.
Inapplicable (See discussion regarding code of ethics under Item 10. of this Form 10-K).
16.
Inapplicable.
18.
Inapplicable.
21.
Subsidiaries of the Registrant, filed herein.
22.
Inapplicable.
23.
Inapplicable.
24.
Inapplicable.
31(i).1
Principal Executive Officer certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, filed herein.
31(i).2
Principal Financial Officer certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, filed herein.
32.1
Principal 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.
32.2
Principal 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.
33.
Not applicable.
34.
Not applicable.
35.
Not applicable
95.
Not applicable.
99.
Not applicable.
100.
Not applicable.
101.
Instance Document, Schema Document, Calculation Linkbase Document, Labels Linkbase Document, Presentation Linkbase Document and Definition Linkbase Document.*
*Furnished with this report.
Item 16.
Form 10-K Summary
Not applicable.
PGI INCORPORATED AND SUBSIDIARIES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Andrew S. Love
Chairman of the Board
March 23,
Andrew S. Love
/s/ Laurence A. Schiffer
Vice Chairman of the Board,
March 23,
Laurence A. Schiffer
President, Principal Executive
Officer, Principal Financial
Officer, and Principal Accounting
Officer