UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 15, 2012

 

CULLEN AGRICULTURAL HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 000-53806 27-0863248

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

1431 N Jones Plantation Road, Millen, Georgia 30442
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (706) 621-6737

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On May 15, 2012, Cullen Agricultural Holding Corp. (the “Company”) completed the previously disclosed sale of land to Patrick and Sherry Farrell (collectively, the “Buyer”). Pursuant to the Sales Contract, the Buyer leased approximately 1,035 acres of land in Georgia for $76,000 for the remainder of the crop year and then purchased the same land for $1,524,000. The purchase price was paid in cash, and proceeds from the sale will be used for the Company’s working capital needs.

 

The number of acres sold represents all of the remaining acres of land owned by the Company and not under contract for sale. The sale was approved by the Company’s majority stockholder.

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro forma financial information.

 

The following pro forma financial statements of the Company are submitted at the end of this Current Report on Form 8-K and are filed herewith and incorporated herein by reference:

 

Unaudited Pro Forma Financial Statements

l Summary of Unaudited Pro Forma Financial Statements F-1
l Pro Forma Balance Sheet as of December 31, 2011 F-2
l Pro Forma Statement of Operations for the year ended December 31, 2011 F-3
l Notes to Unaudited Pro Forma Financial Statements F-4

 

1
 

 

SIGNATURE

 

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.

 

Date: May 21, 2012

  CULLEN AGRICULTURAL HOLDING CORP.
       
  By:  /s/ Eric Watson
    Name:  Eric Watson
    Title: Chief Executive Officer

 

2
 

 

SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

 

On March 5, 2012, the Company entered into an agreement (“Action”) to sell its remaining 1,035 acres of land and any improvements located thereon (“Land”). The closing of the Action took place on May 15, 2012.

 

The following Unaudited Pro Forma Condensed Consolidated Balance Sheet at December 31, 2011 gives effect to the Action as if it had been consummated on December 31, 2011. The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 gives effect to the Action as it if had occurred on January 1, 2011.

 

The unaudited pro forma financial statements should be read in conjunction with the notes to the unaudited pro forma condensed consolidated financial statements and the separate historical financial statements included in the Company’s Definitive Information Statement on Schedule 14C filed on April 4, 2012.

 

The unaudited pro forma condensed consolidated financial statements have been prepared for informational purposes only. The historical financial information has been adjusted to give effect to pro forma events that are: (i) directly attributable to the Action and (ii) factually supportable and reasonable under the circumstances.

 

The unaudited pro forma adjustments represent management’s estimates based on information available at this time. The pro forma financial statements may not be indicative of what would have occurred if the Action had actually occurred on the indicated dates and they should not be relied upon as an indication of future results of operations.

 

F-1
 

 

Cullen Agricultural Holding Corp. and Subsidiaries
(a development stage company)
  
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET

 

   Historical   Pro forma 
   December 31,
2011
   Adjustments   December 31,
2011
 
ASSETS               
CURRENT ASSETS               
Cash  $1,028,119   $1,452,915(a)  $2,481,034 
Receivable from related party   27,943        27,943 
Prepaid expenses and other current assets   33,345        33,345 
Total Current Assets   1,089,407    1,452,915    2,542,322 
PROPERTY, PLANT AND EQUIPMENT, net   1,374,812    (1,257,235)(a)   117,577 
TOTAL ASSETS  $2,464,219   $195,680   $2,659,899 
LIABILITIES AND STOCKHOLDERS’ EQUITY               
CURRENT LIABILITIES               
Accrued expenses  $30,511   $(15,615)(a)  $14,896 
Federal withholding tax payable   27,943        27,943 
Due to affiliates   4,668        4,668 
Current portion of note payable   9,883        9,883 
Total Current Liabilities   73,005    (15,615)   57,390 
Non-current portion of note payable   20,632        20,632 
TOTAL LIABILITIES   93,637    (15,615)   78,022 
STOCKHOLDERS’ EQUITY               
Preferred stock ($0.0001 par value)            
Common stock ($0.0001 par value)   1,964        1,964 
Additional paid-in capital   6,861,881        6,861,881 
Deficit accumulated during the development stage   (4,493,263)   211,295(b)   (4,281,968)
TOTAL STOCKHOLDERS’ EQUITY   2,370,582    211,295    2,581,877 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $2,464,219   $195,680   $2,659,899 

 

See accompanying notes to unaudited pro forma condensed financial statements.

 

F-2
 

 

Cullen Agricultural Holding Corp. and Subsidiaries
(a development stage company)
  
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATION

 

   Historical   Pro forma 
   Year ended
December 31,
2011
   Adjustments   Year ended
December 31,
2011
 
Revenues  $   $   $ 
General and administrative expenses   462,731    (24,780)(c)   437,951 
LOSS FROM OPERATIONS   (462,731)   24,780    437,951 
OTHER INCOME (EXPENSE)               
Interest expense – related party   (31,494)       (31,494)
Interest expense – note payable   (987)       (987)
Legal settlement recovery   621,348        621,348 
Gain (loss) on sale of land and equipment, net   (53,752)   205,295(d)   151,543 
Other income (expense), net   184,763    (212,671)(e)   (27,908)
Total Other Income (Expense)   719,878    (7,376)   712,502 
INCOME BEFORE INCOME TAXES   257,147    17,404    274,551 
INCOME TAX EXPENSE   3,357        3,357 
NET INCOME  $253,790   $17,404   $271,194 
Weighted average number of common shares outstanding – basic and diluted   19,630,714        19,630,714 
Basic and diluted net income per share  $0.01   $   $0.01 

 

See accompanying notes to unaudited pro forma condensed financial statements.

 

F-3
 

 

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 — Basis of Presentation

 

The unaudited pro forma condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

 

The accompanying unaudited pro forma condensed consolidated financial statements present the pro forma consolidated financial position and operations of the Company based upon the historical financial statements, after giving effect to the Action and adjustments described in the following footnotes, and are intended to reflect the impact of the Action on a pro forma basis. The accompanying unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only.

 

The accompanying unaudited Pro Forma Condensed Consolidated Balance Sheet at December 31, 2011 presented the historical consolidated balance sheets of the Company, giving effect to the Action as if it had been consummated on December 31, 2011. The unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 presents the historical consolidated statements of the Company, giving effect to the Action as if it had occurred on January 1, 2011.

 

Note 2 — Pro Forma Adjustments

 

Pro forma adjustments are necessary to reflect events that are: directly attributable to the Action; factually supportable, and expected to have a continuing impact. The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows:

 

(a)To record cash consideration received, net of closing costs, remove carrying value of Land, and remove associated real estate tax payable, attributable to the Action, assuming the Action was consummated on December 31, 2011.

 

(b)To reduce deficit accumulated during the development stage, resulting from the gain on sale of the Land, assuming the Action was consummated on December 31, 2011.

 

(c)To reduce general and administrative expenses resulting from the elimination of 2011 depreciation expense of $6,000, real estate tax expenses of $15,615, and insurance of $3,165, all of which were associated with the Land, assuming the Action was consummated on January 1, 2011.

 

(d)To recognize gain on sale of the Land, assuming the Action was consummated on January 1, 2011.

 

(e)To reduce other income for the removal of interest income of $62,671, rental income of $50,000, and a gain related to a forfeited deposit of $100,000, all of which would not have occurred had the Action been consummated on January 1, 2011.

 

F-4