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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Date of Report
2/2/98
Commission File Number: 1-6762
KILLEARN PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1095497
(State of Incorporation) (IRS Employer Identification No.)
385 Country Club Drive
Stockbridge, GA 30281
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(770) 389-2020
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(b) Proforma Financial Information.
Pursuant to Paragraph (b)(2) of Item 7, Pro Forma financial information
is provided in accordance with Article 11 of Regulation S-X.
The following unaudited pro forma condensed balance sheet as of January
31, 1998, April 30, 1997 and the pro forma condensed statements of
earnings for the year ended January 31, 1998 and April 30,1997 have
been prepared by adjusting the Company's historical condensed balance
sheet as of January 31, 1998 and April 30, 1997. The historical
financial statements have been adjusted to give effect to the
Disposition of Assets as if the Disposition of Assets had occurred as
of April 30, 1997 for the Pro Forma Condensed Balance Sheet. Such pro
forma adjustments are described in the accompanying Notes to the pro
forma financial statements which should be read in conjunction with the
pro forma financial statements. Such pro forma financial statements
should also be read in conjunction with the Company's historical
financial statements and notes thereto appearing elsewhere herein.
The pro forma financial statements presented herein do not purport to
be indicative of the actual financial position or results of operations
of the Company had the Disposition of Assets actually been consummated
on the dates indicated or of the future financial position or future
results of operations of the Company which will result from the
consummation of the Disposition of Assets.
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<TABLE>
KILLEARN PROPERTIES & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Unaudited
Historical ProForma Historical ProForma
1/31/98 Adjustments 1/31/98 4/30/97 Adjustments 4/30/97
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash $ 261,897 $ (121,474)(3) $ 140,423 $ 269,194 $ 0 $ 269,194
Accounts and notes receivable 6,666,200 (150,000)(3) 6,516,200 6,551,732 0 6,551,732
Land contracts receivable 557,428 0 557,428 832,822 0 832,822
___________ ___________ ___________ ___________ __________ ___________
Receivable subtotal $ 7,223,628 $ (150,000) $ 7,073,628 $ 7,384,554 $ 0 $ 7,384,554
Real estate held for
development and sale 25,395,125 (4,261,229) 21,133,896 24,433,912 (869,013)(3) 23,564,899
Property under contract for sale 141,196 0 141,196 181,580 0 181,580
Property and equipment, net 485,393 0 485,393 525,142 0 525,142
Other assets 3,410 0 3,410 17,135 0 17,135
Construction under development 0 0 0 0 0 0
___________ ___________ ___________ ___________ __________ ___________
Total assets $33,510,649 $(4,532,703) $28,977,946 $32,811,517 $ (869,013) $31,942,504
=========== =========== =========== =========== ========== ===========
</TABLE>
[FN]
See Notes to Pro Forma Consolidated Financial Statements
</FN>
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<TABLE>
KILLEARN PROPERTIES & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Unaudited
Historical ProForma Historical ProForma
1/31/98 Adjustments 1/31/98 4/30/97 Adjustments 4/30/97
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS EQUITY
Liabilities:
Accounts payable and other
accrued expenses $ 1,885,629 $ (150,000)(3) $ 1,735,629 $ 2,059,685 $ 0 $ 2,059,685
Income taxes payable 2,197,718 0 2,197,718 2,539,347 0 2,539,347
Debt 21,372,079 (4,382,703)(3) 16,989,376 19,948,364 (869,013)(3) 19,079,351
Deferred liabilities 116,000 0 116,000 1,823,823 0 1,823,823
Deferred income taxes 3,313,236 0 3,313,236 3,313,236 0 3,313,236
Deferred profit 1 089,050 0 1,089,050 0 0 0
___________ ___________ ___________ ___________ __________ ___________
29,973,712 (4,532,703) 25,441,009 29,684,455 (869,013) 28,815,442
Stockholder equity:
Common stock 88,741 0 88,741 88,741 0 88,741
Additional paid-in capital 1,942,998 0 1,942,998 1,942,998 0 1,942,998
Retained earnings
Beginning of period (deficit) 1,095,324 0 1,095,324 794,101 0 794,101
Current period income (loss) 409,874 0 409,874 301,222 0 301,222
___________ ___________ ___________ ___________ __________ ___________
Less treasury stock 0 0 0 0 0 0
Net stockholders' equity 3,536,937 0 4,222,386 3,127,062 0 3,127,062
___________ ___________ ___________ ___________ __________ ___________
Total liabilities and
stockholders equity $33,510,649 $(4,532,703) $28,977,946 $32,811,517 $ (869,013) $31,942,504
=========== =========== =========== =========== ========== ===========
</TABLE>
[FN]
See Notes to Pro Forma Consolidated Financial Statements
</FN>
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KILLEARN PROPERTIES, INC. & SUBSIDIARIES - CONSOLIDATED
CONSOLIDATED STATEMENT OF EARNINGS
Unaudited Audited
1/31/98 4/30/97
<S> <C> <C>
Net sales of lots land $11,266,734 $13,194,358
Sales of residential
Construction 0 155,000
Commission income 58,383 189,555
Interest income 429,705 626,071
Equity in income from joint
Venture 0 55,232
Other income 111,618 26,958
___________ ___________
Total revenues $11,866,440 $14,247,174
Cost and expenses:
Cost of lots sold 2,990,782 3,635,661
Cost of other land sold 5,386,470 4,603,253
Cost of residential
construction sold 0 179,879
Commissions and selling expenses 1,331,345 1,663,933
Interest expense 396,478 710,413
Depreciation 58,328 93,823
Property taxes 287,075 153,237
General and administrative
Expense 758,796 1,372,656
___________ ___________
Total cost and expenses 11,209,274 12,412,855
___________ ___________
Earnings before income taxes 657,166 1,834,319
Income taxes 247,291 738,996
___________ ___________
Net income before
discontinued operations 409,875 1,095,323
Discontinued operations 0 0
Net Income $ 409,875 $ 1,095,323
=========== ===========
Earnings per share before
discontinued operations $ 0.46 $ 1.23
Discontinued operations 0 0
Earnings per share $ 0.46 $ 1.23
=========== ===========
Weighted average number
of common shares 887,412 887,412
</TABLE>
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KILLEARN PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
(1)The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the instructions for Form 10-QSB
and, therefore, do not include all information and footnotes necessary
for a fair presentation of financial position, results of operations
and changes in financial position in conformity with generally accepted
accounting principles.
(2)The information furnished reflects all adjustments which are, in the
opinion of management, necessary for a fair statement of the results
for the interim period covered. For further information, refer to the
complete consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year
ended April 30, 1997.
(3) Adjusted Proformas statement reflect the reduction of the basis of the
Land account as well as the reduction for the loan and cash used to
purchase the asset. There is no effect to the Profit and Loss
Statements, because none of this land was sold in prior periods and the
interest as well as other related costs were capitalized. There is no
effect to the Balance Sheet prior to April 30, 1996, because these
assets were purchased after that date.
SIGNATURES
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 hereunto duly authorized.
David K. Williams
/s/ David K. Williams
April 3, 1998
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