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 |