SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1998
LOCKHART CARIBBEAN CORPOARTION
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(Exact name of Registrant as specified in its charter)
U.S. Virgin Islands
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(State or other jurisdiction of incorporation or organization)
333-35105 65-0491618
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(Commission File Number) (I.R.S. Employer Identification Number)
No. 44 Estate Thomas
St. Thomas,U.S. Virgin Islands 00812
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(Address of principal (Zip Code)
executive offices)
(340) 776-1900
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Registrant's telephone number, including area code
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not required.
(b) Pro forma financial information.
Amended Pro forma financial statements reflecting the
disposition of the Parcel are included in this report
beginning on page F-1.
(c) Exhibits.
*10.1 Purchase and Sale Agreement, dated as of
January 8, 1998, between Sugar Estate Park,
Inc. and Fortress Self Storage, Inc.
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*Incorporated by refernce to the Registrant's current report
on Form 8-K dated March 31, 1998, as filed with the Securities
and Exchange Commission on April 14, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOCKHART CARIBBEAN CORPOARTION
Dated: May 8, 1998 By: /s/ John P. deJongh, Jr.
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John P. deJongh, Jr.
President and Chief Operating
Officer
<PAGE>
INDEX TO PRO FORMA FINANCIAL STATEMENTS
UNAUDITED
Pro Forma Condensed Financial Statements--
Disposition of Assets ................................ F-2
Pro Forma Condensed Balance Sheet as of
December 31, 1997 .................................... F-3
Notes to Pro Forma Condensed Balance Sheet ............................. F-4
Pro Forma Condensed Statement of Operations
for the Year Ended December 31, 1997 ................. F-5
Notes to Pro Forma Condensed Statement
of Operations ........................................ F-6
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED FINANCIAL STATEMENTS
DISPOSITION OF ASSETS
(Unaudited)
The following unaudited pro forma condensed financial statements of
Lockhart Caribbean Corporation (the "Company") reflect the following
transactions: (i) the sale of a portion of the Company's Sugar Estate Park
development (3.684 acres of land) to the land lessee, Fortress Self Storage,
Inc., for $2.8 million, and (ii) repayment of all outstanding debt on the Sugar
Estate business park with a portion of the proceeds from the sale. The unaudited
pro forma balance sheet as of December 31, 1997 shows the effects of these
transactions as if they had occurred at the date of the balance sheet. The
unaudited condensed statement of operations for the year ended December 31, 1997
shows the effects of these transactions as if they had occurred on January 1,
1997. Only items with a continuing impact and of a nonrecurring nature are
presented as adjustments in the preparation of the pro forma statement of
operations. However, there are certain nonrecurring items resulting directly
from the transactions that are material and, therefore, separately disclosed.
These nonrecurring items are presented as adjustments on the pro forma balance
sheet. The pro forma condensed financial statements were prepared by the
management of the Company. These pro forma condensed financial statements may
not be indicative of the results that actually would have occurred if the
transactions had been effected on the dates indicated or which may be obtained
in the future.
F-2
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Balance Sheet (Unaudited)
As of December 31, 1997
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
Assets
Operating property, net of
accumulated depreciation $32,881,963 $ (350,841)(1) $32,531,122
Cash and cash equivalents 376,930 2,077,642 (2) 2,454,572
Accounts and note receivable 771,992 (30,365)(3) 741,627
Prepaid expenses 353,975 353,975
Other assets 1,318,720 1,318,720
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Total assets $35,703,580 $1,696,436 $37,400,016
==============================================================
Liabilities and Stockholders' Equity
Liabilities:
Notes payable $25,953,806 $ (737,723)(4) $25,216,083
Property taxes 844,460 844,460
Tenant security deposits 388,902 (15,000)(5) 373,902
Deferred income taxes 648,892 918,435 (6) 1,567,327
Accounts payable and other
accrued expenses 1,127,498 1,127,498
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Total liabilities 28,963,558 165,712 29,129,270
Stockholders' Equity:
Preferred stock, par value $0.01:
Authorized shares 1,000,000,
none issued
Class A common stock, par value $0.01:
Authorized shares 40,000,000,
Issued and outstanding 6,560 656 656
Class B common stock, par
value $0.01:
Authorized shares 9,000,000,
Issued and outstanding 8,663,867 86,639 86,639
Additional paid-in capital 6,776,404 6,776,404
Retained earnings (123,677) 1,530,724 (7) 1,407,047
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Total stockholders equity 6,740,022 1,530,724 8,270,746
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Total Liabilities and stockholders' equity $35,703,580 $1,696,436 $37,400,016
==============================================================
</TABLE>
F-3
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
Notes to Pro Forma Condensed Balance Sheet
(Unaudited)
For purposes of determining the effect of the transactions on the Company's
Condensed Balance Sheet as of December 31, 1997, the following pro forma
adjustments have been made.
As of
December 31, 1997
-----------------
(1) Book value of disposed
property $ (350,841)
(2) Net cash proceeds from sale of
property ($2,800,000 plus
receivable of $30,365, and less
tenant security deposit of $15,000
and debt retirement of $737,723) 2,077,642
(3) Settlement of accounts receivable
from buyer (30,365)
(4) Debt retirement from proceeds
of sale of property (737,723)
(5) Return of security deposit to
buyer (15,000)
(6) Tax impact of nonrecurring gain
on sale of property 918,435
(7) Nonrecurring gain on sale of
property ($2,800,000 less book
value of $350,841 and income 1,530,724
taxes at 37.5%)
F-4
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Statement of Operations (Unaudited)
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Historical Adjustments Pro Forma
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<S> <C> <C> <C>
Revenues:
Rental $4,465,945 ($242,414)(1) $4,223,531
Tenant reimbursements 476,769 (26,684)(1) 450,085
Other operating income 164,066 164,066
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Total revenue 5,106,780 (269,098) 4,837,682
Depreciation & amortization 1,447,484 (10,700)(2) 1,436,784
Other operating expenses 3,232,688 (24,198)(3) 3,208,490
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Total operating expenses 4,680,172 (34,898) 4,645,274
Operating income 426,608 (234,200) 192,408
Interest expense (2,248,943) 77,835 (4) (2,171,108)
Other income & expense (321,582) (321,582)
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Income (loss) before taxes (2,143,917) (156,365) (2,300,282)
Income taxes (benefit) (774,452) (58,637)(5) (833,089)
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Net income (loss) $(1,369,465) $ (97,728) $(1,467,193)
====================================================================
</TABLE>
F-5
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
Notes to Pro Forma Condensed Statement of Operations
(Unaudited)
For purposes of determining the effect of the transactions on the Company's
Condensed Statement of Operations for the year ended December 31, 1997, the
following pro forma adjustments have been made.
Year Ended
December 31, 1997
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(1) Loss of revenue from the property sold:
Rental $(242,414)
Tenant reimbursements (26,684)
(2) Depreciation on land improvements allocated to disposed
property (10,700)
(3) Property taxes and other general
maintenance expenses on
disposed property (24,198)
(4) Interest expense reduction from
repayment of debt on Sugar
Estate Park development out
of proceeds of land sale 77,835
(5) Income tax benefit on cummulative
effect of adjustments (37.5%) (58,637)
F-6
<PAGE>
LOCKHART CARIBBEAN CORPORATION AND SUBSIDIARIES
Non-recurring Charges or Credits
Sale price of operating property $2,800,000
Book value of operating property sold 350,841
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Gain on sale of operating property 2,449,159
Income taxes - 37.5% (1) 918,435
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Income from sale of operating property $1,530,724
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Notes:
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(1) With a tax loss carryforward of approximately $3.4 million as of December
31, 1997, the income tax provision is charged against deferred taxes rather
than income tax payable and is, therefore, not a payable to the government.
F-7
