FORM 10- Q
U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
xX
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20182019
☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _____________________
Commission File Number 1-6471
PGI INCORPORATED
(Exact name of registrant as specified in its charter)
FLORIDA | | 59-0867335 |
(State (State or other jurisdiction of incorporation) | | (I.R.S.(I.R.S. Employer Identification No.) |
212 SOUTH CENTRAL, SUITE 304, ST. LOUIS, MISSOURI 63105
(Address 212 SOUTH CENTRAL, SUITE 304, ST. LOUIS, MISSOURI | 63105 |
(Address of principal executive offices) | (Zip code)
|
(314) 512-8650
(Registrant’s telephone number, including area code)
N/AInapplicable
(Former Name, Former Address and Former Fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No _______
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer___________ Accelerated filer__________ Non-accelerated filer____________ Smaller reporting company X
(Do not check if a smaller reporting company) Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | Inapplicable | Inapplicable |
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of November 9, 2018,August 14, 2019, there were 5,317,758 shares of the registrant’s common stock, $.10 par value per share, outstanding.
PGI INCORPORATED AND SUBSIDIARIES
Form 10 – Q
For the Quarter Ended SeptemberJune 30, 20182019
Table of Contents
| | Page No. |
PART I | | Form 10-Q Page No.
|
| FINANCIAL INFORMATION
| |
| Financial Statements | 3 |
| Condensed Consolidated Statements of Financial Position September |
| June 30, 20182019 (Unaudited) and December 31, 2017 | 32018 |
| | |
| Condensed Consolidated Statements of Operations (Unaudited) | 4
|
| Three and NineSix Months Ended SeptemberJune 30, 20182019 and 20172018 |
| 4 | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) Nine | 5
|
| Six Months Ended SeptemberJune 30, 20182019 and 20172018 |
| 5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6
|
| | |
| Management's Discussion and Analysis of | 11
|
| Financial Condition and Results of Operations |
13 | | |
| Quantitative and Qualitative Disclosures About Market Risk | 1918
|
| | |
| Controls and Procedures | 1918 |
| | |
| OTHER INFORMATION | |
| | |
| Legal Proceedings | 2019 |
| | |
| Risk Factors | 20 19 |
| | |
| Unregistered Sales of Equity Securities and Use of Proceeds | 2019
|
| | |
| Defaults Upon Senior Securities | 2019 |
| | |
| Mine Safety Disclosures | 2019 |
| | |
| Other Information | 2019 |
| | |
| Exhibits | 2019 |
| | |
SIGNATURE | | 2120 |
| | |
EXHIBIT INDEX | | 22 21 |
| | |
PART I FINANCIAL INFORMATION Item
Item 1. Financial Statements PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION |
($ in thousands, except share and per share data) |
| | |
| | |
| | |
| | |
ASSETS | | |
Cash | $607 | $159 |
Receivables-related party | - | 573 |
Land inventory | 14 | 14 |
Restricted sinking fund | 13 | 41 |
Other assets | 1 | 1 |
| $635 | $788 |
LIABILITIES | | |
Accounts payable and accrued expenses | $253 | $209 |
Accrued real estate taxes | 3 | 4 |
Accrued interest: | | |
Subordinated convertible debentures payable | 25,417 | 25,032 |
Convertible debentures payable-related party | 52,915 | 52,915 |
Notes payable | 3,278 | 3,218 |
Credit agreements: | | |
Notes payable | 1,198 | 1,198 |
Subordinated convertible debentures payable | 8,163 | 8,472 |
| 91,227 | 91,048 |
STOCKHOLDERS' DEFICIENCY | | |
Preferred stock, par value $1.00 per share; | | |
authorized 5,000,000 shares; 2,000,000 | | |
Class A cumulative convertible shares issued | | |
and outstanding; (liquidation preference of | | |
$8,000 plus unpaid cumulative dividends of $14,995) | 2,000 | 2,000 |
Common stock, par value $.10 per share; | | |
authorized 25,000,000 shares; 5,317,758 | | |
shares issued and outstanding | 532 | 532 |
Paid-in capital | 13,498 | 13,498 |
Accumulated deficit | (106,622) | (106,290) |
| (90,592) | (90,260) |
| $635 | $788 |
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
($ in thousands, except share and per share data)
| | |
| | |
| (Unaudited) |
ASSETS | | |
Cash | $381 | $526 |
Land inventory | 14 | 14 |
Restricted sinking fund | 13 | 13 |
| $408 | $553 |
LIABILITIES | | |
Accounts payable and accrued expenses | $175 | $230 |
Accrued real estate taxes | 2 | - |
Accrued interest: | | |
Subordinated convertible debentures payable | 26,403 | 25,744 |
Convertible debentures payable-related party | 52,915 | 52,915 |
Notes payable | 3,343 | 3,299 |
Credit agreements: | | |
Notes payable | 1,198 | 1,198 |
Subordinated convertible debentures payable | 8,163 | 8,163 |
| 92,199 | 91,549 |
STOCKHOLDERS' DEFICIENCY | | |
Preferred stock, par value $1.00 per share; | | |
authorized 5,000,000 shares; 2,000,000 | | |
Class A cumulative convertible shares issued | |
and outstanding; (liquidation preference of | | |
$8,000 plus unpaid cumulative dividends of $15,475) | 2,000 | 2,000 |
Common stock, par value $.10 per share; | | |
authorized 25,000,000 shares; 5,317,758 | | |
shares issued and outstanding | 532 | 532 |
Paid-in capital | 13,498 | 13,498 |
Accumulated deficit | (107,821) | (107,026) |
| (91,791) | (90,996) |
| $408 | $553 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
($ in thousands, except per share data) |
|
| | | | |
| | |
| | | | |
| | | | |
REVENUES | | | | |
Interest income | $- | $1 | $2 | $2 |
Interest income-related party | - | 6 | 4 | 7 |
| - | 7 | 6 | 9 |
COSTS AND EXPENSES | | | | |
Interest | 347 | 341 | 1,039 | 1,016 |
Forgiveness of debt | | | | |
and interest | (432) | - | (875) | - |
Taxes and assessments | 1 | 2 | 4 | 4 |
Consulting and accounting- | | | | |
related party | 9 | 9 | 27 | 28 |
Legal and professional | 41 | 2 | 69 | 27 |
General and administrative | 33 | 19 | 74 | 65 |
| (1) | 373 | 338 | 1,140 |
Net Income (Loss) | 1 | (366) | (332) | (1,131) |
before income taxes | | | | |
Income tax expense | - | - | - | (57) |
NET INCOME (LOSS) | $1 | $(366) | $(332) | $(1,188) |
| | | | |
NET LOSS PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-Basic and diluted | $(0.03) | $(0.10) | $(0.15) | $(0.31) |
| | | | |
*Considers the effect of dividends on preferred stock for the three and nine months ended September 30, 2018 and 2017. | | | | |
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
| | |
| | | | |
| | | | |
REVENUES | |
Interest income | $- | $1 | $1 | $2 |
Interest income-related party | - | - | - | 4 |
Other income | 3 | - | 3 | - |
| 3 | 1 | 4 | 6 |
COSTS AND EXPENSES | | | | |
Interest | 353 | 347 | 703 | 692 |
Forgiveness of debt | | | | |
and interest | - | (111) | - | (443) |
Taxes and assessments | 1 | 2 | 2 | 3 |
Consulting and accounting- | | | | |
related party | 9 | 9 | 18 | 18 |
Legal and professional | 18 | 24 | 47 | 28 |
General and administrative | 14 | 20 | 29 | 41 |
| 395 | 291 | 799 | 339 |
NET LOSS | (392) | (290) | (795) | (333) |
| | | | |
NET LOSS PER SHARE(*) | | | | |
AVAILABLE TO COMMON | | | | |
STOCKHOLDERS-Basic and diluted | $(0.10) | $(0.08) | $(0.21) | $(0.12) |
| | | | |
*Considers the effect of dividends on preferred stock for the three and six months ended |
June 30, 2019 and 2018. | | | | |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
Part I Financial Information (Continued)
PGI INCORPORATED AND SUBSIDIARIES |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
| |
| | |
| | |
| | |
Net cash used in operating activities | $(112) | $(232) |
Cash Flows from investing activities: | | |
Investment in notes receivable-related party | - | (560) |
Payments received on notes receivable-related party | 560 | - |
Net cash provided by (used in) investing activities | 560 | (560) |
| | |
Net change in cash | 448 | (792) |
| | |
Cash at beginning of period | 159 | 958 |
| | |
Cash at end of period | $607 | $166 |
PGI INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
| |
| | |
| | |
| (Unaudited) |
Net cash used in operating activities | $(145) | $(90) |
Cash Flows from investing activities: | | |
Payments received on notes receivable-related party | - | 560 |
Net cash provided by (used in) investing activities | - | 560 |
| | |
Net change in cash | (145) | 470 |
| | |
Cash at beginning of period | 526 | 159 |
| | |
Cash at end of period | $381 | $629 |
See accompanying notes to Condensed Consolidated Financial Statements (unaudited).
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of PGI Incorporated (“PGI”) and its subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10 - Q and therefore do not include all disclosures necessary for fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The Company's independent registered public accounting firm included an explanatory paragraph regarding the Company's ability to continue as a going concern in their opinion on the Company's consolidated financial statements for the year ended December 31, 2017.2018.
The Company 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 2530 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’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 have been difficult to assess. 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 judgement, 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.
Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 20172018 filed with the Securities and Exchange Commission.
The condensed consolidated statement of financial position of the Company as of December 31, 20172018 has been derived from the audited consolidated statement of financial position as of that date.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The Company remains in default under the indentures governing its unsecured subordinated debentures. (See Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes 7, 8, and 9 to the Company's consolidated financial statements for the year ended December 31, 2017,2018, as contained in the Company's Annual Report on Form 10 - K).
All adjustments (consisting of only normal recurring accruals) necessary for fair presentation of financial position, results of operations and cash flows have been made. The results for the three and ninesix months ended SeptemberJune 30, 20182019 are not necessarily indicative of operations to be expected for the fiscal year ending December 31, 20182019 or any other interim period.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(2) Per Share Data
Basic per share amounts are computed by dividing net income (loss), after deducting current period dividends on the Company's preferred stock, by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for the three and ninesix months ended SeptemberJune 30, 20182019 and 20172018 was 5,317,758.
Diluted per share amounts are computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, after adjusting for the estimated effect of the assumed conversion of all cumulative convertible preferred stock and outstanding convertible debentures, if dilutive, into shares of common stock. For the three and ninesix months ended SeptemberJune 30, 20182019 and 2017,2018, the assumed conversion of all outstanding convertible preferred stock and collateralized convertible debentures would have been anti-dilutive.
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
The following is a summary of the calculations used in computing basic and diluted income (loss)loss per share for the three and ninesix months ended SeptemberJune 30, 20182019 and 2017.2018.
| | | | |
| | |
| | | | | | | | |
| ($ in thousands, except share and per share data) | ($ in thousands, except share and per share data) |
| | |
Net Income (Loss) | $1 | $(366) | $(332) | $(1,188) | |
Net Loss | | $(392) | $(290) | $(795) | $(333) |
| | |
Preferred dividends | (160) | (480) | (160) | (320) |
| | |
Loss Available to | $(159) | $(526) | $(812) | $(1,668) | $(552) | $(450) | $(1,115) | $(653) |
Common shareholders | | | |
| | |
Basic and Diluted | | |
Weighted Average Number | | | |
Of Common Shares | | |
Outstanding | 5,317,758 | 5,317,758 |
| | |
Basic and Diluted Loss | | |
Per Common Share | $(0.03) | $(0.10) | $(0.15) | $(0.31) | $(0.10) | $(0.08) | $(0.21) | $(0.12) |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(3) Statement of Cash Flows
The Financial Accounting Standards Board Accounting Standards Codification Topic No. 230, “Statement of Cash Flows”, requires a statement of cash flows as part of a full set of financial statements. For quarterly reporting purposes, the Company has elected to condense the reporting of its net cash flows. There were no payments of interest for the ninesix month periods ended SeptemberJune 30, 20182019 and 2017.2018.
(4) Receivables
Receivables consisted of:
| | |
| | |
| |
Note receivable-related party | $- | $560 |
Interest receivable-related party | - | 13 |
| $- | $573 |
(5) Land Inventory
Land inventory consisted of
| | |
| | |
| |
Fully improved land | $14 | $14 |
| | |
| | |
| |
Fully improved land | $14 | $14 |
(5)
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of:
| | |
| | |
| |
Accounts payable | $10 | $18 |
Accrued audit & professional | 10 | 43 |
Accrued legal | - | 14 |
Accrued consulting fees-related party | 1 | 1 |
Accrued debenture fees | 153 | 153 |
Accrued miscellaneous | 1 | 1 |
| $175 | $230 |
| | |
Accrued real estate taxes consisted of: | |
Current real estate taxes | $2 | $- |
PGI INCORPORATED AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (continued)
(6) Accounts Payable and Accrued Expenses
(6)
Accounts payable and accrued expenses consisted of:
| | |
| | |
| |
Accounts payable | $57 | $15 |
Accrued audit & professional | 43 | 47 |
Accrued consulting fees-related party | 1 | 1 |
Accrued debenture fees | 151 | 145 |
Accrued miscellaneous | 1 | 1 |
| $253 | $209 |
| | |
Accrued real estate taxes consisted of: | | |
Current real estate taxes | $3 | $4 |
(7) Credit Agreements: Notes Payable and Subordinated Convertible Debentures Payable
Credit agreements consisted of the following:
| | | | |
| | | | |
| | |
Notes payable - $1,176,000 bearing | | |
interest at prime plus 2%, | | |
the remainder non-interest bearing, | | |
all past due | $1,198 | $1,198 |
| | |
Subordinated convertible debentures payable: | | Subordinated convertible debentures payable: | |
At 6.5% interest; due June 1991 | 138 | 447 | 138 |
At 6% interest; due May 1992 | 8,025 | 8,025 |
| 8,163 | 8,472 | 8,163 |
| $9,361 | $9,670 | $9,361 |
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 final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintains a debenture reserve fund with a balance of $13,000 and $41,000 as of SeptemberJune 30, 20182019 and December 31, 2017, respectively,2018, available for final distribution of $92 per $1,000 in face amount to holders of such debentures who surrender their respective debenture certificates.
PGI INCORPORATED AND SUBSIDIARIESNotes to Condensed Consolidated Financial Statements (continued)
The 6.5% Subordinated convertible debenture balances for the nine months ended September 30, 2018 and year ended December 31, 2017 are as follows:
| | |
| | |
| |
| | |
Outstanding debenture principal balance | $138 | $447 |
Face value of debentures surrendered | 22 | - |
Face value of debentures escheated | 287 | - |
Accrued and unpaid interest balance | 268 | 846 |
Debenture reserve account balance | 13 | 41 |
Debenture reserve funds utilized | | |
in payment of final distribution | 2 | - |
Debenture reserve funds utilized | | |
in escheatment to states of debenture holders | 26 | - |
Forgiveness of debt | 281 | - |
Forgiveness of interest | 594 | - |
During the ninesix month period ended SeptemberJune 30, 2019, there were no 6.5% subordinated convertible debentures that were surrendered or escheated by their respective debenture holders and no funds were utilized from the debenture reserve account. During the six month period ended June 30, 2018, $28,000$14,000 of the debenture reserve funds were utilized with $2,000 disbursed in final distribution to debenture holders and $26,000$12,000 disbursed in escheatment to states of respective debenture holders as debentures with a face amountamounts of $22,000 were surrendered by debenture holders and $287,000$135,000 in face amount of debentures were effectively surrendered with the escheatment of respective funds to the states of debenture holders.holders, respectively. Accordingly, the Company has recognized $281,000$143,000 in forgiveness of debt during the ninesix months ended SeptemberJune 30, 2018. In addition, accrued interest of $594,000$300,000 on such debentures that are considered surrendered was recorded as forgiveness of interest expense during the ninesix months ended SeptemberJune 30, 2018. There were no debentures surrendered or escheated in 2017.
As of SeptemberJune 30, 2019 and December 31, 2018, the outstanding principal balance on such 6.5% subordinated convertible debentures that were not surrendered by the respective holders, or escheated by the Trustee to the states of residence of the respective holders, equals $138,000 plus accrued and unpaid interest of $268,000. The outstanding principal balance on such respective debentures as of December 31, 2017 was $447,000 plus accrued$275,000 and unpaid interest of $846,000.
$270,000, respectively. If and when such remaining debentures are surrendered to the Trustee, or escheated to the states of residence of the respective debenture holders, the applicable portion of such principal and accrued interest will be recorded as debt and accrued 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 Condensed Consolidated Financial Statements (continued)
(9) Other Income
Other income for the three and six months ended June 30, 2019 was $3,000. Other income represents a recovery from a lot lien receivable recorded in 1999 which has been fully provided for cancellation. There was no other income recorded for the six months ended June 30, 2018.
(10) Income Taxes
Income tax expense of $57,000 was recognized during the nine month period ended September 30, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate. At December 31, 2017,2018, the Company had an operating loss carryforward of approximately $67,793,000$68,476,000 available to reduce future taxable income. These operating losses expire at various dates through 2036.2037.
The following summarizes the temporary differences of the Company at SeptemberJune 30, 20182019 and December 31, 20172018 at the statutory rate:
| | | | |
| | | | |
| | |
Deferred tax asset | | |
Net operating loss carryforward | $17,031 | $16,948 | $17,325 | $17,119 |
Expenses capitalized under IRC 263(a) | 37 | 37 |
Tax credits (AMT) | 57 | 57 |
Valuation allowance | (17,125) | (17,042) | (17,419) | (17,213) |
Total deferred tax asset | $- | - |
(10)(11) Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, other than debt, approximates fair value at SeptemberJune 30, 20182019 and December 31, 20172018 because of the short maturity of those instruments. It was not practicable to estimate the fair value of the Company’s 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.
PGI INCORPORATED AND SUBSIDIARIES
ItemItem 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Preliminary Note
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, Inc. (“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 approximates 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 Board of Directors of PGI has concluded that it meets all of the conditions under which a registrant may be deemed an “Inactive Entity” as that term is defined or contemplated in Regulation S-X 3-11 and as the term “Inactive Registrant” is further contemplated in the Securities and Exchange Commission’s Division of Corporation Finance’s Financial Reporting Manual section 1320.2. Under Regulation 3-11 of Regulation S-X, the financial statements required thereunder with respect to an Inactive Registrant for purposes of reports pursuant to the Securities Exchange Act of 1934, including but not limited to annual reports on Form 10-K, may be unaudited. A representative of PGI informally discussed its view that PGI is an Inactive Registrant with a staff member of the Chief Accountant’s Office in the Division of Corporation Finance in February 2019.
As an Inactive Registrant, PGI currently intends to continue to timely file Annual Reports on Forms 10-K with the Securities and Exchange Commission (the “SEC”). PGI currently intends to include in such Annual Reports all annual consolidated financial statements required to be included therein pursuant to Regulation S-X. However, PGI anticipates that the aforementioned annual consolidated financial statements will be reviewed by a PCAOB registered public accounting firm rather than audited by a PCAOB registered public accounting firm. PGI has engaged Milhouse & Neal to be the PCAOB registered public accounting firm that will review its annual consolidated financial statements that will be included in the Annual Report on Form 10-K for its fiscal year ended December 31, 2019 and for its fiscal years thereafter.
PGI meets all of the conditions in Regulation S-X 3-11 for an “Inactive Registrant” which are:
(a)
Gross receipts not in excess of $100,000;
(b)
Not purchasing or selling any of its own stock or granted options therefor;
(c)
Expenditures for all purposes not in excess of $100,000 (see discussion);
(d)
No material change in the business has occurred during the fiscal year;
(e)
No securities exchange or governmental authority having jurisdiction over the entity requires the entity to furnish audited financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
As the Company reviews its circumstances, it has met the conditions as an Inactive Registrant since 2017
The Company, formerly a Florida residential developer, is dormant with less than 70 acres of remaining landholdings, much of which has little value due to various restrictions. The Company’s consolidated financial statements show it has a Stockholders’ Deficiency of $90.9 million as of December 31, 2018. BKD, the Company’s PCAOB registered public accounting firm until the date the Company filed its Form 10-K for Fiscal 2018 which was February 25, 2019, expressed a “going concern” opinion with respect to the Company for its Fiscal 2018 financial statements and had expressed such opinions for many years previously. PGI has had no trading of its securities in many years. Any future real estate transactions by the Company will be limited, uncertain as to timing and as to value. Ultimately, PGI expects that proceeds from sales of its remaining real estate, if any, will provide some minimal recoveries for PGI’s senior debtholders. PGI has been an SEC registrant for over 40 years.
As an Inactive Registrant, PGI will continue to provide comprehensive updates through its SEC filings.
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 final distribution to holders of such debentures on September 2, 2014. In connection with such final distribution, the Trustee maintains a debenture reserve fund with a balance of $13,000 and $41,000 as of SeptemberJune 30, 20182019 and December 31, 2017,2018, respectively, available for final distribution of $92 per $1,000 in face amount to holders of such debentures who surrender their respective debenture certificates.
During the ninesix month period ended SeptemberJune 30, 2018, $28,000 of2019, 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 funds were utilized with $2,000 disbursed in final distribution to debenture holders and $26,000 disbursed in escheatment to states of respective debenture holders as debentures with a face amount of $22,000 were surrendered by debenture holders and $287,000 in face amount of debentures were effectively surrendered with the escheatment of respective funds to the states of debenture holders. Accordingly, the Company has recognized $281,000 in forgiveness of debt during the nine months ended September 30, 2018. In addition, accrued interest of $594,000 on such debentures that are considered surrendered was recorded as forgiveness of interest expense during the nine months ended September 30, 2018. There were no debentures surrendered or escheated in 2017.account.
As of SeptemberJune 30, 2019 and December 31, 2018, the remaining outstanding principal balance on such 6.5% subordinated convertible debentures that werehave not been surrendered by the respective holders, or escheated by the Trustee to the states of residence of the respective holders equals $138,000 plus accrued and unpaid interest of $268,000.$275,000 and $270,000, respectively. If and when such remaining debentures are surrendered to the Trustee, or escheated to the states of residence of the respective debenture holders, the applicable portion of such principal and accrued interest will be recorded as debt and accrued 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.
As of SeptemberJune 30, 2018,2019, the Company remained in default under its subordinated convertible debentures and notes payable, as well as the accrued interest with respect to its collateralized convertible debentures.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Results of Operations
Revenues for the three months ended June 30, 2019 increased by $2,000 to $3,000 from $1,000 for the comparable 2018 period. Other income of $3,000 received during the three months ended June 30, 2019 represents a recovery from a lot lien receivable recorded in 1999 which has been fully provided for cancellation. There was no other revenue forduring the three month periodmonths ended SeptemberJune 30, 2018. Revenue of $7,000 was realized for the three month period ended September 30, 2017. Interest income of $1,000 for the three month period ended September 30, 2017 represents interest earned on the Company’s money market account. Interest income of $6,000 foraccount decreased by $1,000 during the three monthmonths ended June 30, 2019 from the comparable period ended September 30, 2017 represents related party interest onin 2018 due to the short-term note receivable with Love Investment Company (“LIC”), the Company’s primary preferred stock shareholder.declining account balance.
Expenses for the three month period ended SeptemberJune 30, 2018 decreased2019 increased by $374,000$104,000 when compared to the same period in 20172018 primarily due to recognitionas a result of $432,000 inno forgiveness of debt and interest in the three months ended June 30, 2019 as compared to $111,000 of forgiveness of debt and interest during the three months ended June 30, 2018. The forgiveness of debt and interest for the three months ended June 30, 2018 is attributed to the 6.5% subordinated debentures which matured in June 1991, for which the final distribution of $92 per $1,000 in face amount was paid relating to debentures effectively surrendered in1991. A face amount of $152,000$20,000 of debentures were effectively surrendered with escheatment of the final distributionrespective funds to the respective states of such debenture holders. Accrued interest in theIn addition, debentures with a face amount of $294,000$19,000 were surrendered by debenture holders. Accordingly, the Company has recognized $36,000 in forgiveness of debt during the three months ended June 30, 2018. In addition, accrued interest of $75,000 on such escheated debentures that are considered surrendered was recorded as forgiveness of interest expense during the three months ended SeptemberJune 30, 2018, and the principal amount of $138,000 was recognized as forgiveness of debt in such period. 2018.
Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $6,000 during the three month period ended SeptemberJune 30, 20182019 compared to the same period in 2017,2018, primarily as a result of interest compounding on past due balances. In addition, there was an increase in the prime interest rate to 5.5% as of June 30, 2019 compared to 5% as of June 30, 2018.
Legal and professional expenses increaseddecreased by $39,000$6,000 during the three months ended SeptemberJune 30, 20182019 when compared to the same period in 2017.2018. Legal expenses increaseddecreased by $37,000$1,000 during the three months ended SeptemberJune 30, 20182019 compared to the same period in 2017 primarily as a result of legal2018 and professional expenses incurred in connection with research on the effect of surrender of debentures escheated to the states of debenture holders. In addition, legal expenses increaseddecreased by $2,000$5,000 when compared to the same period in 20172018 as a result of legal expenses relating toincurred during the three months ended June 30, 2018 on a common ground transfer of title matterparcel in Citrus County Florida.for which a report to the Florida Department of Environmental Protection (“FDEP”) has been filed to request satisfaction of environmental remediation efforts.
Taxes and assessments expense decreased by $1,000 during the three months ended SeptemberJune 30, 20182019 when compared to the same period in 2017.2018. General and administrative expenses during the three month period ended SeptemberJune 30, 2018 increaseddecreased by $14,000$6,000 when compared to the same period in 20172018 primarily as a result of increaseda $3,000 decrease in fees relating to reviewthe filing of the Company’s Form 10Q and disclosureperiodic reports in 2019 as an inactive registrant. In addition, there was a decrease of approximately $2,000 during the effect of surrender of debentures escheatedthree month period ended June 30, 2019 compared to the states ofsame period in 2018 due to 6% subordinated convertible debenture holders.administration fees in 2018.
The Company realized net income of $1,000 for the three months ended September 30, 2018 compared toincurred a net loss of $366,000$392,000 during the three month period ended June 30, 2019 compared to a net loss of $290,000 for the three months ended September 30, 2017.comparable period in 2018. After deducting preferred dividends, totaling $160,000 for the three month periods ended SeptemberJune 30, 20182019 and 2017,2018, with respect to the Class A Preferred Stock, a net loss per share (basic) of $(.03)$(.10) and $(.10)$(.08) was incurred for the three month periods ended SeptemberJune 30, 20182019 and 2017,2018, respectively. The total cumulative preferred dividends in arrears with respect to the Class A Preferred Stock through SeptemberJune 30, 20182019 is $14,995,000.
Revenues for the nine months ended September 30, 2018 decreased by $3,000 when compared to the same period in 2017. Related party interest income decreased by $3,000 during the nine months ended September 30, 2018 for the comparable period in 2017. The related party interest income is the result of the Company’s investment in a $560,000 short term note with LIC, the Company’s primary preferred stock shareholder.$15,475,000.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Expenses, including income tax expenses,Revenues for the ninesix months ended SeptemberJune 30, 2018 decreased by $859,000$2,000 when compared to the same period in 20172018 primarily as a result of no related party interest income earned on the short-term note receivable with Love Investment Company (“LIC”), the Company’s primary preferred stock shareholder in 2019. Related party interest income was $4,000 for the six months ended June 30, 2018. The Company received payment of the note receivable balance from LIC on March 6, 2018. Interest income on the Company’s money market account decreased by $1,000 during the six months ended June 30, 2019 from the comparable period in 2018 due to the $875,000declining account balance. Other income of $3,000, received during the three months ended June 30, 2019 represents a recovery of a lot lien receivable recorded in 1999 which has been fully provided for cancellation. There was no other revenue during the three months ended June 30, 2018.
Expenses for the six months ended June 30, 2019 increased by $460,000 when compared to the same period in 2018 primarily as a result of no forgiveness of debt and interest in the six months ended June 30, 2019 as compared to $443,000 of forgiveness of debt and interest during the six months ended June 30, 2018. The forgiveness of debt and interest for the six months ended June 30, 2018 is attributed to the 6.5% subordinated debentures which matured in June 1991, for which the final distribution of $92 per $1,000 in face amount was paid relating to debentures surrendered in1991. A face amount of $22,000 and $287,000 in face amount$135,000 of debentures were effectively surrendered with escheatment of final distributionrespective funds to the respective states of such debenture holders. In addition, debentures with a face amount of $22,000 were surrendered by debenture holders. Accordingly, the Company has recognized $143,000 in forgiveness of debt during the six months ended June 30, 2018. In addition, accrued interest of $300,000 on such debentures that are now considered surrendered was recorded as forgiveness of interest expense during the six months ended June 30, 2018
Interest expense relating to the Company’s current outstanding debt, held by non-related parties, increased by $23,000$11,000 during the ninesix month period ended SeptemberJune 30, 20182019 compared to the same period in 2017,2018, primarily as a result of interest compounding on past due balances.
Legal and professional expenses during the ninesix month period ended SeptemberJune 30, 20182019 increased by $42,000$19,000 when compared to the same period in 2017.2018. Legal expenses increased by $49,000$24,000 during the ninesix months ended SeptemberJune 30, 20182019 compared to the same period in 20172018, primarily as a result of legal expenses incurred in connection with reviewing and editing the Company’s Form 10K and in connection with legal research on the effect of surrender of debentures escheatedrelating to the states of debenture holders.Company’s going concern alternatives and SEC Regulation S-X for inactive registrants. Professional expenses decreased by $7,000 when$5,000 during the six months ended June 30, 2019 compared to the same period in 20172018 as a result of expenses incurred during the periodsix months ended SeptemberJune 30, 20172018 on a parcel in Citrus County requiring additional environmental remediation.
ConsultingTaxes and accounting-related party expensesassessments expense decreased by $1,000 during the ninesix month period ended SeptemberJune 30, 20182019 when compared to the same period in 2017. 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 which have decreased since the same period in 2017.
2018. General and administrative expenses decreased by $12,000 during the ninesix month period ended SeptemberJune 30, 2018 increased by $9,0002019 when compared to the same period in 20172018 primarily as a result of increaseddecreased fees relatingrelated to reviewthe filing of the Company’s Form 10Qperiodic reports in 2019 as an inactive registrant and disclosure ofa decrease in the effect of surrender of debentures escheated to the states of6% subordinated convertible debenture holders.
Income tax expense of $57,000 was recognized during the nine month period ended September 30, 2017 for the estimated 2016 Alternative Minimum Tax on the 2016 gain on sales of real estate.administration fees in 2018.
The Company incurred a net loss of $332,000$795,000 during the ninesix month period ended SeptemberJune 30, 20182019 compared to a net loss of $1,188,000$333,000 for the comparable period in 2017.2018. After deducting preferred dividends, totaling $480,000$320,000 for the ninesix month periods ended SeptemberJune 30, 20182019 and 2017,2018, with respect to the Class A Preferred Stock, net loss per share of $(.15)$(.21) and $(.31)$(.12) was incurred for the ninesix month periods ended SeptemberJune 30, 20182019 and 2017,2018, respectively.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Cash Flow Analysis
During the ninesix month period ended SeptemberJune 30, 2018,2019, the Company’s net cash used in operating activities was $112,000$145,000 compared to $232,000$90,000 for the comparable period in 2017. Cash2018. There was no cash provided byfrom investing activities during the ninesix month period ended SeptemberJune 30, 2019 compared to $560,000 of net cash provided from investing activities in the comparable period in 2018 which consisted of note receivable proceeds received from LIC, the Company’s primary preferred shareholder. Cash used in investing activities during the nine month period ended September 30, 2017 consisted of a $560,000 short-term loan to LIC.
Analysis of Financial Condition
Total assets decreased by $153,000$145,000 at SeptemberJune 30, 20182019 compared to total assets at December 31, 2017,2018, reflecting the following changes:
| | | | | | |
| | | | | | |
| | | | | | |
Cash | $607 | $159 | $448 | $381 | $526 | $(145) |
Receivables-related party | - | 573 | (573) | |
Land inventory | 14 | - | 14 | - |
Restricted sinking fund | 13 | 41 | (28) | 13 | - |
Other assets | 1 | - | |
| $635 | $788 | $(153) | $408 | $553 | $(145) |
During the ninesix month period ended SeptemberJune 30, 2018,2019, cash increased by $448,000 and receivables-related party decreased by $573,000$145,000, compared to December 31, 2017, primarily2018 as a result of the note receivable proceeds received from LIC on March 7, 2018.
During the nine month period ended September 30, 2018, $28,000 of the 6.5% subordinated convertible debenture restricted sinking funds were utilized with $2,000 disbursed in final distribution to debenture holders and $26,000 disbursed in escheatment to states of respective debenture holders. There were no surrendered or escheated 6.5% subordinated convertible debentures for the year ended December 31, 2017.Company funding its operating activities.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
Liabilities were approximately $91,227,000$92,199,000 at SeptemberJune 30, 20182019 compared to approximately $91,048,000$91,549,000 at December 31, 2017,2018, reflecting the following changes which resulted in an increase of $179,000$650,000 of liabilities:
| | | | | | |
| | | | | | |
| | | | ($ in thousands) |
Accounts payable and accrued expenses | $253 | $209 | $44 | $175 | $230 | $(55) |
Accrued real estate taxes | 3 | 4 | (1) | 2 | - | 2 |
Accrued interest | 81,610 | 81,165 | 445 | 82,661 | 81,958 | 703 |
Credit agreements: | | | - |
Notes payable | 1,198 | - | 1,198 | - |
Subordinated convertible | | |
debentures payable | 8,163 | 8,472 | (309) | 8,163 | - |
| | |
| $91,227 | $91,048 | $179 | $92,199 | $91,549 | $650 |
During the ninesix month period ended SeptemberJune 30, 2018,2019, the amount of accounts payable and accrued expenses increaseddecreased by $44,000$55,000 primarily as a result of timing differences. In addition, the Company’s general and administrative expenses have decreased in 2019 as an inactive registrant. Accrued real estate taxes decreasedincreased by $1,000$2,000 during the ninesix month period ended SeptemberJune 30, 20182019 due to the paymentaccrual of previously accrued taxes.real estate taxes for the respective period. Accrued interest during the ninesix month period ended SeptemberJune 30, 20182019 increased by $445,000 as a result of $1,039,000 of interest expense for such period which was offset by accrued interest in$703,000 due to the amount of $594,000 on the 6.5% subordinated convertible debentures that have been surrendered by debenture holders or effectively surrendered by escheatment of the respective debenture reserve funds and recorded as forgiveness of interest expense.for such period. During the ninesix month period ended SeptemberJune 30, 2018,2019, the Company made no interest or principal payments on its outstanding notes payable and subordinated convertible debentures.
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. During the nine months ended September 30, 2018, 6.5% subordinated with a face amount of $22,000 were surrendered by debenture holders and $287,000 in face amount of debentures were effectively surrendered with the escheatment of respective debenture reserve funds by the Trustee to the states of such debenture holders.
The Company remains in default on the entire principal amount plus interest (including certain sinking fund and interest payments with respect to the subordinated convertible debentures) of its subordinated convertible debentures and notes payable as well as the remaining accrued interest owed with respect to the collateralized convertible debentures.
PGI INCORPORATED AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)
The principal and accrued interest amounts due as of SeptemberJune 30, 20182019 are as indicated in the following table:
| | | |
| | | | |
| | | | |
| | |
| | |
Subordinated convertible debentures: | | |
Subordinated convertible debentures: | | |
At 6.5%, due June 1991 | $138 | $268 | $138 | $274 |
At 6%, due May 1992 | 8,025 | 25,149 | 8,025 | 26,129 |
| $8,163 | $25,417 | $8,163 | $26,403 |
Collateralized convertible debentures-related party: | | |
Collateralized convertible debentures-related party:
| | |
At 14%, due July 8, 1997 | $- | $52,915 | $- | $52,915 |
| | |
Notes payable: | | |
Notes payable: | | |
At prime plus 2%, all past due | $1,176 | $3,278 | $1,176 | $3,343 |
Non-interest bearing | 22 | - | 22 | - |
| $1,198 | $3,278 | $1,198 | $3,343 |
The Company does not have sufficient funds available (after payment of, or the reserving for the payment of, anticipated future operating expenses) to satisfy the principal or interest obligations on the above debentures and notes payable or any arrearage in preferred dividends.
The Company remains totally dependent upon the sale of parcels of its various remaining properties with respect to its ability to make any future debt service payments.
The Company’s independent registered public accounting firm included an explanatory paragraph regarding the Company’s ability to continue as a going concern in their opinion on the Company’s consolidated financial statements for the year ended December 31, 2017.2018.
PGI INCORPORATED AND SUBSIDIARIES
Forward Looking Statements
The discussion set forth in this Item 2, as well as other portions of this Form 10-Q, 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-Q. When used in this Form 10-Q, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking 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; 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.
ItemItem 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
ItemItem 4. Controls and Procedures
The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision and with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of SeptemberJune 30, 2018.2019. There have been no changes in the Company’s internal control over financial reporting during the quarter ended SeptemberJune 30, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PGI INCORPORATED AND SUBSIDIARIES
PARTPART II OTHER INFORMATION
ItemItem 1. Legal Proceedings
The Company, to its knowledge, currently is not a party to any material legal proceedings.
ItemItem 1A. Risk Factors
Not applicable.
ItemItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ItemItem 3. Defaults Upon Senior Securities
See discussion in Item 2 of Part I with respect to defaults under the Company's subordinated convertible debentures, collateralized convertible debentures and other indebtedness and with respect to cumulative preferred dividends in arrears, which discussions are incorporated herein by this reference.
ItemItem 4. Mine Safety Disclosures
Not applicable.
ItemItem 5. Other Information
Not applicable.
Reference is made to the Exhibit Index hereof for a list of exhibits filed or furnished under this Item.
PGI INCORPORATED AND SUBSIDIARIES
Pursuant to the requirements 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.
| PGI INCORPORATED
(Registrant)
Company Name | |
| | | |
Date: November 9, 2018 August 14 ,2019
| By: | /s/ Laurence A. Schiffer | |
| | Laurence A. Schiffer | |
| | President (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer) | |
PGI INCORPORATED AND SUBSIDIARIES
EXHIBIT INDEX
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. |
| |
| 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.* |
11.
Statement re: Computation of Per Share Earnings (Set forth in Note 2 of the Notes to Condensed Consolidated Financial Statements (Unaudited) herein).
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.
Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350.
Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350.
101.
Instance Document, Schema Document, Calculation Linkbase Document, Labels Linkbase Document, Presentation Linkbase Document and Definition Linkbase Document.*
*Furnished with this report
report.