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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 |
FLORIDA
|
|
59-0867335
|
(State or other
jurisdiction of incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
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|
|
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Form 10 - Q
|
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Page No.
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PART I
|
FINANCIAL INFORMATION
|
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|
Item 1.
|
Financial Statements
|
|
3
|
|
|
|
|
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Condensed Consolidated Statements of Financial Position
September
30, 2016 (Unaudited) and December 31, 2015
|
|
3
|
|
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|
|
|
Condensed Consolidated Statements of Operations (Unaudited)
Three
and Nine Months Ended September 30, 2016 and 2015
|
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4
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Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine
Months Ended September 30, 2016 and 2015
|
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5
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|
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
|
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6
|
|
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|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and
Results of Operations
|
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13
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|
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Item 3.
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Quantitative and Qualitative Disclosures About Market
Risk
|
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21
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Item 4.
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Controls and Procedures
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21
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PART II
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OTHER INFORMATION
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Item 1.
|
Legal Proceedings
|
|
22
|
|
|
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Item
1A.
|
Risk Factors
|
|
22
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|
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Item 2.
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
22
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Item 3.
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Defaults Upon Senior Securities
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22
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Item 4.
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Mine Safety Disclosures
|
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22
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|
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|
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Item 5.
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Other Information
|
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22
|
|
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|
|
Item 6.
|
Exhibits
|
|
22
|
|
|
|
|
SIGNATURE
|
|
23
|
|
|
|
|
|
EXHIBIT INDEX
|
|
24
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|
2016
|
2015
|
2016
|
2015
|
REVENUES
|
|
|
|
|
Real
estate sales
|
$
-
|
$
-
|
$
9,000
|
$
-
|
Interest
income
|
1
|
-
|
1
|
-
|
Interest
income-related party
|
-
|
2
|
2
|
7
|
|
1
|
2
|
9,003
|
7
|
COSTS,
EXPENSES AND OTHER
|
|
|
|
|
|
|
|
|
|
Cost
of real estate sales
and
expenses of sale
|
-
|
-
|
745
|
-
|
Interest
|
332
|
324
|
990
|
967
|
|
|
|
|
|
Forgiveness
of debt and
interest
|
-
|
-
|
-
|
(209
)
|
Interest-related
party
|
-
|
1,842
|
3,832
|
5,342
|
Taxes
and assessments
|
1
|
2
|
5
|
7
|
|
|
|
|
|
Consulting
and accounting -
related
party
|
10
|
9
|
28
|
28
|
Legal
and professional
|
4
|
2
|
15
|
8
|
General
and administrative
|
18
|
18
|
58
|
59
|
|
365
|
2,197
|
5,673
|
6,202
|
NET
INCOME (LOSS)
|
$
(364
)
|
$
(2,195
)
|
$
3,330
|
$
(6,195
)
|
|
|
|
|
|
NET
INCOME (LOSS) PER SHARE(*)
|
|
|
|
|
AVAILABLE
TO COMMON
|
|
|
|
|
STOCKHOLDERS-BASIC
|
$
(0.10
)
|
$
(0.44
)
|
$
0.54
|
$
(1.26
)
|
|
|
|
|
|
NET
INCOME (LOSS) PER SHARE(*)
|
|
|
|
|
AVAILABLE
TO COMMON
|
|
|
|
|
STOCKHOLDERS-DILUTED
|
$
(0.10
)
|
$
(0.44
)
|
$
0.38
|
$
(1.26
)
|
|
Nine Months Ended
|
|
|
September 30,
|
September 30,
|
|
2016
|
2015
|
|
|
|
Net
cash provided by (used in) operating activities
|
$
2,846
|
$
(130
)
|
Cash
Flows from investing activities:
|
|
|
Payments
received on notes receivable-related party
|
178
|
130
|
Release
of restricted cash
|
5
|
-
|
Net
cash provided by investing activities
|
183
|
130
|
|
|
|
Cash
Flows from financing activities:
|
|
|
Principal
payments on debt-related party
|
(2,000
)
|
-
|
Net
cash used in financing activities
|
(2,000
)
|
-
|
|
|
|
Net
change in cash
|
1,029
|
-
|
|
|
|
Cash
at beginning of period
|
1
|
1
|
|
|
|
Cash
at end of period
|
$
1,030
|
$
1
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|
2016
|
2015
|
2016
|
2015
|
|
($ in thousands, except share and per share
data)
|
|||
Net
income (loss)
|
$
(364
)
|
$
(2,195
)
|
$
3,330
|
$
(6,195
)
|
|
|
|
|
|
Preferred
dividends
|
(160
)
|
(160
)
|
(480
)
|
(480
)
|
|
|
|
|
|
Income
(Loss) Available to
|
$
(524
)
|
$
(2,355
)
|
$
2,850
|
$
(6,675
)
|
Common
shareholders
|
|
|
|
|
|
|
|
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|
Weighted
Average Number
|
|
|
|
|
Of
Common Shares
|
|
|
|
|
Outstanding
(Basic)
|
5,317,758
|
5,317,758
|
5,317,758
|
5,317,758
|
|
|
|
|
|
Weighted
Average Number
|
|
|
|
|
Of
Common Shares
|
|
|
|
|
Outstanding
(Diluted)
|
5,317,758
|
5,317,758
|
10,095,525
|
5,317,758
|
|
|
|
|
|
Basic
Income (Loss)
|
|
|
|
|
Per
Share
|
$
(0.10
)
|
$
(0.44
)
|
$
0.54
|
$
(1.26
)
|
|
|
|
|
|
Diluted
Income (Loss)
|
|
|
|
|
Per
Share
|
$
(0.10
)
|
$
(0.44
)
|
$
0.38
|
$
(1.26
)
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Notes
receivable - related party
|
$
-
|
$
178
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Unimproved
land
|
$
-
|
$
625
|
Fully
improved land
|
14
|
14
|
|
$
14
|
$
639
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Deposit
with Trustee of 6-1/2% debentures
|
$
41
|
$
41
|
Prepaid
expenses
|
-
|
2
|
Other
|
2
|
1
|
|
$
43
|
$
44
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Accounts
payable
|
$
8
|
$
7
|
Accrued
audit & professional
|
34
|
40
|
Accrued
consulting fees-related party
|
1
|
1
|
Environmental
remediation obligations
|
21
|
25
|
Accrued
debenture fees
|
134
|
128
|
Accrued
miscellaneous
|
1
|
1
|
|
$
199
|
$
202
|
|
|
|
Accrued
real estate taxes consisted of:
|
|
|
Current
real estate taxes
|
$
4
|
$
8
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Credit
agreements - first mortgage-related party
bearing
interest at prime plus 5%;
due
June 1, 1997
|
$
-
|
$
500
|
|
|
|
Notes
payable - $1,176,000
bearing
interest at prime plus 2%,
the
remainder non-interest bearing,
all
past due
|
1,198
|
1,198
|
|
1,198
|
1,698
|
Subordinated
convertible debentures payable:
|
|
|
At
6-1/2% interest; due June 1, 1991
|
447
|
447
|
At
6% interest; due May 1, 1992
|
8,025
|
8,025
|
|
8,472
|
8,472
|
Convertible
debentures payable-related party:
|
|
|
At
14% interest; due July 8, 1997,
convertible
into shares of common stock
at
$1.72 per share
|
-
|
1,500
|
|
$
9,670
|
$
11,670
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|
2016
|
2015
|
2016
|
2015
|
|
($ in
thousands)
|
|||
|
|
|
|
|
Real
estate sales
|
$
-
|
$
-
|
$
9,000
|
$
-
|
|
|
|
|
|
|
|
|
|
|
Cost
of real estate sales
including
expenses of sale
|
$
-
|
$
-
|
$
(745
)
|
$
-
|
|
September 30,
|
December 31,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
Deferred
tax asset
|
|
|
Net
operating loss carryforward
|
$
25,077
|
$
26,342
|
Alternative
minimum tax credit carryforward
|
67
|
-
|
Adjustments
to reduce land to net realizable value
|
12
|
12
|
Expenses
capitalized under IRC 263(a)
|
56
|
56
|
Environmental
liability
|
9
|
9
|
Valuation
allowance
|
(25,049
)
|
(26,247
)
|
|
172
|
172
|
|
|
|
Deferred
tax liability:
|
|
|
Basis
difference of land and improvement inventories
|
172
|
172
|
Net
deferred tax asset
|
$
-
|
$
-
|
|
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
|
|
Principal
|
Interest
|
|
Payment
|
Payment
|
|
($ in
thousands)
|
|
Primary
lender-1st mortgage note
|
$
500
|
$
470
|
payable
(PGIP-related party)
|
|
|
|
|
|
Collateralized
convertible debentures
|
|
|
payable
(LIC-related party)
|
703
|
2,557
|
|
|
|
Collateralized
convertible debentures
|
|
|
payable
(Love-1989-related party)
|
797
|
2,898
|
|
$
2,000
|
$
5,925
|
|
Nine Months Ended
|
|
|
September 30,
|
September 30,
|
|
2016
|
2015
|
|
($ in
thousands)
|
|
|
|
|
Real
estate sales
|
$
9,000
|
$
-
|
|
|
|
Cost
of real estate sales and
|
|
|
expenses
of sale
|
$
(745
)
|
$
-
|
|
September 30,
|
December 31,
|
Increase
|
|
2016
|
2015
|
(Decrease)
|
|
|
($ in
thousands)
|
|
Cash
|
$
1,030
|
$
1
|
$
1,029
|
Restricted
cash
|
-
|
5
|
(5
)
|
Receivables-related
party
|
-
|
178
|
(178
)
|
Land
and improvement inventories
|
14
|
639
|
(625
)
|
Other
assets
|
43
|
44
|
(1
)
|
|
$
1,087
|
$
867
|
$
220
|
|
PGI
INCORPORATED
|
|
|
|
(Registrant) |
|
|
|
|
|
|
Date: November 9, 2016 |
By:
|
/s/
Laurence A.
Schiffer
|
|
|
|
Laurence A.
Schiffer
|
|
|
|
President |
|
|
|
(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) |
|
2
|
Inapplicable.
|
|
|
3.(i)
|
Inapplicable.
|
|
|
3.(ii)
|
Inapplicable.
|
|
|
4
|
Inapplicable.
|
|
|
10
|
Inapplicable.
|
|
|
11
|
Statement re: Computation of Per Share Earnings (Set forth in Note
2 of the Notes to
Condensed
Consolidated Financial Statements (Unaudited) herein).
|
|
|
15
|
Inapplicable.
|
|
|
18
|
Inapplicable.
|
|
|
19
|
Inapplicable.
|
|
|
22
|
Inapplicable.
|
|
|
23
|
Inapplicable.
|
|
|
24
|
Inapplicable.
|
|
|
Principal Executive Officer certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
as amended.
|
|
|
|
Principal Financial Officer certification pursuant to Rule
13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
as amended.
|
|
|
|
32.1 |
Chief Executive Officer certification pursuant to 18 U.S.C. Section
1350.
|
|
|
32.2
|
Chief
Financial Officer certification pursuant to 18 U.S.C. Section
1350.
|
|
|
95
|
Inapplicable.
|
|
|
99
|
Inapplicable.
|
|
|
100
|
Inapplicable.
|
|
|
101
|
Instance Document, Schema Document, Calculation Linkbase Document,
Labels Linkbase Document, Presentation Linkbase Document and
Definition Linkbase Document.*
|
1 Year P G I (CE) Chart |
1 Month P G I (CE) Chart |
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