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Share Name | Share Symbol | Market | Type |
---|---|---|---|
P G I Incorporated (CE) | USOTC:PGAI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
Commission File
Number
|
1-6471
|
FLORIDA
|
59-0867335
|
(State or other jurisdiction
of incorporation)
|
(I.R.S. Employer
Identification No.)
|
Part
|
|
Item
|
|
|
|
Form 10-K
|
No.
|
|
No.
|
|
Description
|
|
Page No.
|
|
|
|
|
|
|
|
I
|
|
1
|
|
Business
|
|
|
|
|
|
|
General
|
|
3
|
|
|
|
|
Most Recent Developments
|
|
3
|
|
|
1A
|
|
Risk Factors
|
|
4
|
|
|
1B
|
|
Unresolved Staff Comments
|
|
4
|
|
|
|
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|
2
|
|
Properties
|
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4
|
|
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|
|
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3
|
|
Legal Proceedings
|
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4
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|
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|
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4
|
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Mine Safety Disclosures
|
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4
|
|
|
|
|
|
|
|
II
|
|
5
|
|
Market for Registrant’s Common Equity, Related Stockholder
Matters and
|
||
|
|
|
|
Issuer Purchases of Equity Securities
|
|
5
|
|
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6
|
|
Selected Financial Data
|
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5
|
|
|
|
|
|
|
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|
|
7
|
|
Management’s Discussion and Analysis of Financial Condition
and
|
|
|
|
|
|
|
Results of Operations.
|
|
5
|
|
|
7A
|
|
Quantitative and Qualitative Disclosures About Market
Risk
|
|
14
|
|
|
8
|
|
Financial Statements and Supplementary Data
|
|
15
|
|
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|
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|
|
|
|
|
9
|
|
Changes in and Disagreements with Accountants on
|
|
|
|
|
|
|
Accounting and Financial Disclosure
|
|
34
|
|
|
9A
|
|
Controls and Procedures
|
|
34
|
|
|
9B
|
|
Other Information
|
|
35
|
|
|
|
|
|
|
|
III
|
|
10
|
|
Directors, Executive Officers and Corporate Governance
|
|
36
|
|
|
11
|
|
Executive Compensation
|
|
37
|
|
|
|
|
|
|
|
|
|
12
|
|
Security Ownership of Certain Beneficial Owners and
|
|
|
|
|
|
|
Management and Related Stockholder Matters
|
|
37
|
|
|
|
|
|
|
|
|
|
13
|
|
Certain Relationships and Related Transactions, and
Director
|
|
|
|
|
|
|
Independence
|
|
38
|
|
|
|
|
|
|
|
|
|
14
|
|
Principal Accountant Fees and Services
|
|
42
|
|
|
|
|
|
|
|
IV
|
|
15
|
|
Exhibits and Financial Statement Schedules
|
|
43
|
|
|
16
|
|
Form 10-K Summar
|
|
43
|
|
|
|
|
|
|
|
Signatures
|
|
|
44
|
|||
|
|
|
|
|
|
|
Exhibit Index
|
|
|
45
|
|
June 23, 2016
|
June 23, 2016
|
Remaining
|
|
Principal
|
Interest
|
Accrued
|
|
Payment
|
Payment
|
Interest
|
|
($ in thousands)
|
||
Credit
agreements - first mortgage note
|
$
500
|
$
470
|
$
-
|
payable-related
party
|
|
|
|
|
|
|
|
Collateralized
convertible debentures
|
|
|
|
payable-related
party
|
1,500
|
5,455
|
52,915
|
|
$
2,000
|
$
5,925
|
$
52,915
|
|
12/31/2016
|
|
|
Principal
|
Unpaid
|
|
Amount Due
|
Interest
|
|
($ in thousands)
|
|
|
|
|
6.5%
Subordinated debentures due June 1, 1991
|
$
447
|
$
817
|
6%
Subordinated debentures due May 1, 1992
|
8,025
|
22,926
|
|
$
8,472
|
$
23,743
|
|
|
|
|
Increase
|
|
|
2016
|
2015
|
(Decrease)
|
|
|
|
($ in
thousands)
|
|
COSTS,
EXPENSES AND OTHER
|
|
|
|
|
Cost of real estate sales
|
|
|
|
|
and
expenses of sale
|
$
747
|
$
-
|
$
747
|
|
Interest
|
1,324
|
1,293
|
31
|
|
Forgiveness
of debt and
|
|
|
|
|
interest
|
-
|
(209
)
|
209
|
|
Interest-related
party
|
3,832
|
7,249
|
(3,417
)
|
|
Taxes
and assessments
|
6
|
9
|
(3
)
|
|
Consulting
and accounting-
|
|
|
|
|
related
party
|
38
|
37
|
1
|
|
Legal
and professional
|
83
|
9
|
74
|
|
General
and administrative
|
87
|
79
|
8
|
|
|
$
6,117
|
$
8,467
|
$
(2,350
)
|
|
2016
|
2015
|
(Decrease)
|
|
($ in thousands)
|
||
Cash
and cash equivalents
|
$
958
|
$
1
|
$
957
|
Restricted
cash
|
-
|
5
|
(5
)
|
Receivables-related
party
|
-
|
178
|
(178
)
|
Land
and improvements/inventories
|
14
|
639
|
(625
)
|
Other
assets
|
42
|
44
|
(2
)
|
|
$
1,014
|
$
867
|
$
147
|
|
|
|
Increase
|
|
2016
|
2015
|
(Decrease)
|
|
($ in
thousands)
|
||
Accounts
payable and accrued expenses
|
$
230
|
$
202
|
$
28
|
Accrued
real estate taxes
|
4
|
8
|
(4
)
|
Accrued
interest
|
26,889
|
25,565
|
1,324
|
Accrued
interest-related party
|
52,915
|
55,008
|
(2,093
)
|
Credit
agreements - primary lender
|
|
|
|
related
party
|
-
|
500
|
(500
)
|
Notes
payable
|
1,198
|
1,198
|
-
|
Convertible
subordianted debentures payable
|
8,472
|
8,472
|
-
|
Convertible
debentures payable -
|
|
|
|
related
party
|
-
|
1,500
|
(1,500
)
|
|
$
89,708
|
$
92,453
|
$
(2,745
)
|
|
|
|
Increase
|
|
2016
|
2015
|
(Decrease)
|
|
($ in thousands)
|
||
Primary
lender-related party
|
$
-
|
$
450
|
$
(450
)
|
Debentures
|
23,743
|
22,484
|
1,259
|
Debentures-related
party
|
52,915
|
54,558
|
(1,643
)
|
Other
|
3,146
|
3,081
|
65
|
|
$
79,804
|
$
80,573
|
$
(769
)
|
PGI INCORPORATED AND SUBSIDIARIES
|
||||||||||
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
||||||||||
December 31, 2016 and 2015
|
||||||||||
($ in thousands, except share data)
|
|
2016
|
2015
|
|
($ in thousands)
|
|
Real
estate sales
|
$
9,005
|
$
-
|
Cost
of sales
|
747
|
-
|
Gross
profit margin
|
$
8,258
|
$
-
|
|
2016
|
2015
|
|
($ in thousands)
|
|
Deposit
with Trustee of 6 1/2%
|
|
|
debentures
|
$
41
|
$
41
|
Prepaid
expenses
|
-
|
2
|
Deferred
charges
|
1
|
1
|
|
$
42
|
$
44
|
|
2016
|
2015
|
|
($ in thousands)
|
|
Current
accrued real estate taxes
|
$
4
|
$
8
|
|
2016
|
2015
|
|
($ in thousands)
|
|
6
1/2%, due June, 1991
|
$
447
|
$
447
|
6%,
due May, 1992
|
8,025
|
8,025
|
|
$
8,472
|
$
8,472
|
|
June 23, 2016
|
June 23, 2016
|
Remaining
|
|
Principal
|
Interest
|
Accrued
|
|
Payment
|
Payment
|
Interest
|
|
($ in thousands)
|
||
Credit
agreements - first mortgage note
|
$
500
|
$
470
|
$
-
|
payable-related
party
|
|
|
|
|
|
|
|
Collateralized
convertible debentures
|
|
|
|
payable-related
party
|
1,500
|
5,455
|
52,915
|
|
$
2,000
|
$
5,925
|
$
52,915
|
|
June 23, 2016
|
June 23, 2016
|
Remaining
|
|
Principal
|
Interest
|
Accrued
|
|
Payment
|
Payment
|
Interest
|
|
($ in thousands)
|
||
Credit
agreements - first mortgage note
|
$
500
|
$
470
|
$
-
|
payable-related
party
|
|
|
|
|
|
|
|
Collateralized
convertible debentures
|
|
|
|
payable-related
party
|
1,500
|
5,455
|
52,915
|
|
$
2,000
|
$
5,925
|
$
52,915
|
|
($ in thousands)
|
|||
|
Carrying
|
Fair
|
Carrying
|
Fair
|
|
Amount
|
Value
|
Amount
|
Value
|
Cash
and restricted cash
|
$
958
|
$
958
|
$
6
|
$
6
|
Receivables
|
-
|
-
|
178
|
178
|
Accounts
payable
|
26
|
26
|
7
|
7
|
Debt
|
9,670
|
-
|
11,670
|
-
|
Name and
Age
|
|
Position with
Company and Business Experience
During the Last
Five Years
|
|
|
|
Laurence A.
Schiffer
(age
77)
|
|
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
Jr.
(age
73)
|
|
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. |
|
|
|
Percent of Total
|
|
|
Name(8)
|
Common
Stock |
Preferred
Stock
|
Common
Stock |
Preferred
Stock
|
Percent
of
Total
Voting
Power
|
|
|
|
|
|
|
Estate of Harold
Vernon
|
998,777
(1)(2)
|
-
|
18.8
%
|
-
|
13.7
%
|
Mary Anne Johns
Trust
|
-
(2)(3)
|
125,000
(3)
|
-
(3)
|
6.3
%
|
5.0
%
|
Love Investment
Company
|
2,260,706
(4)
|
1,875,000
(4)
|
42.5
%
|
93.8
%
|
56.5
%
|
Andrew S.
Love
|
2,263,215
(5)
|
1,875,000
(5)
|
42.6
%
|
93.8
%
|
56.5
%
|
Laurence A.
Schiffer
|
2,263,215
(6)
|
1,875,000
(6)
|
42.6
%
|
93.8
%
|
56.5
%
|
All
executive officers and directors
as a group (2 persons) |
2,263,215
(7)
|
1,875,000
(7)
|
42.6
%
|
93.8
%
|
56.5
%
|
|
June 23, 2016
|
June 23, 2016
|
Remaining
|
|
Principal
|
Interest
|
Accrued
|
|
Payment
|
Payment
|
Interest
|
|
($ in thousands)
|
||
Credit
agreements - first mortgage note
|
$
500
|
$
470
|
$
-
|
payable-related
party
|
|
|
|
|
|
|
|
Collateralized
convertible debentures
|
|
|
|
payable-related
party
|
1,500
|
5,455
|
52,915
|
|
$
2,000
|
$
5,925
|
$
52,915
|
|
2016
|
2015
|
|
($ in thousands)
|
|
Audit
Fees
|
$
41
|
$
35
|
Audit
related fees
|
2
|
-
|
Tax
fees
|
4
|
4
|
All
other fees
|
-
|
-
|
|
$
47
|
$
39
|
|
PGI
INCORPORATED
(Registrant)
|
|
|
|
|
|
|
Date: March 31,
2017
|
By:
|
/s/ Laurence
A. Schiffer
|
|
|
|
Laurence A.
Schiffer, President
|
|
|
|
(Duly Authorized
Officer and
Principal Executive
Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Andrew
S. Love
|
|
Chairman of the
Board
|
|
March 31,
2017
|
Andrew S.
Love
|
|
Secretary |
|
|
|
|
|
|
|
/s/
Laurence A.
Schiffer
|
|
Vice Chairman of
the Board,
|
|
March 31,
2017
|
Laurence A.
Schiffer
|
|
President, Principal Executive |
|
|
|
|
Officer, Principal Financial |
|
|
|
|
Officer, and
Principal Accounting
|
|
|
|
|
Officer |
|
|
1 Year P G I (CE) Chart |
1 Month P G I (CE) Chart |
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