SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 29, 2004
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Date of Earliest Reported Event
AMEN Properties, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 2300
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(432) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name or Former Address, if Changed Since Last Report)
Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
FORM 8-K/A
Item 2.01 - Completion of Acquisition or Disposition of Assets (A)
The Company's consolidated financial statements included the accounts
TCTB Partnership, Ltd. ("TCTB"), a limited partnership in which the Company owns
a controlling 71.34801% ownership interest. The remaining TCTB interests are
accounted for as minority interest.
On January 4, 2005, as discussed below, the Company announced that,
effective December 31, 2004, the TCTB partners agreed to distribute a Lubbock,
Texas office building to the TCTB partners and simultaneously sell their
interest in the asset to an entity partially owned by certain TCTB minority
owners.
In accordance with an Agreement to Distribute Assets (Exhibit 10.1),
effective December 31, 2004, the Lubbock office building (the "Property") was
distributed to the TCTB partners according to their partnership sharing ratios.
The Property distribution to the TCTB minority interest partners resulted in an
approximate $979,000 reduction in the Company's property, plant and equipment
and a corresponding reduction in minority interest. The Property and two other
Midland, Texas office properties owned by TCTB are subject to a lien securing
TCTB's $6.1 million note payable to Wells Fargo Bank Texas, N.A. (the "Bank").
The Bank agreed to release its lien on the Property in exchange for a $2,100,000
restricted certificate of deposit pledged by TCTB to the Bank as additional
collateral.
Immediately following the Property distribution, the Company and the
selling minority interest partners agreed to sell their undivided interest in
the Property for a negotiated purchase price of $4,568,614, in accordance with a
Purchase Agreement (Exhibit 10.2), to 1500 Broadway Partners, Ltd., a limited
partnership in which certain TCTB limited partners (non-selling minority
interest partners) are partners and are tenants in one TCTB's Midland office
buildings. The Company received net proceeds of $3,688,094 for its undivided
interest in the Property that resulted in a gain of $905,118.
The Company used a portion of the net proceeds to reduce the principal
amount of certain debt by $1,394,543 from $2,789,087 to $1,394,544 and to pay
accrued interest of $286,802. The remaining proceeds will be used for start-up
working capital purposes for W Power and Light, LP, a newly created retail
electric provider.
Mr. Jon Morgan, the Company's President and COO, is also an owner and
officer of the general partner of TCTB. In connection with the distribution and
sale of the Property, Mr. Morgan received a 1.2654% back-in interest from
certain TCTB minority interest partners and received net proceeds of $63,899 for
his limited partnership interest.
Item 9.01 - Financial Statements and Exhibits
(b) Pro Forma Financial Information. The following pro forma financial
statements of the Registrant are submitted at the end of this Current Report on
Form 8-K/A and are filed herewith and incorporated herein by reference:
Summary of Unaudited Pro Forma Financial Statements F-1
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Pro Forma Balance Sheet as of September 30, 2004 F-2
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Pro Forma Statement of Operations for the year ended December 31, 2003 F-3
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Pro Forma Statement of Operations for the nine months ended September 30, 2004 F-4
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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.
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AMEN Properties, Inc.
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(Registrant)
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Date: January 4, 2005
By /s/ Eric Oliver
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Chairman of the Board of Directors and
Chief Executive Officer
(Signature)
AMEN PROPERTIES, INC. AND SUBSIDIARIES
SUMMARY OF UNAUDITED
PRO FORMA FINANCIAL STATEMENTS
This unaudited pro forma information should be read in conjunction with the
financial statements and notes of Amen Properties, Inc. (the "Registrant")
included in its annual report filed on Form 10-KSB for the year ended December
31, 2003, and its quarterly report filed on Form 10-QSB for the period ended
September 30, 2004.
The following unaudited pro forma balance sheet as of September 30, 2004, has
been prepared to give effect to the distribution and sale of the undivided
interest in the Lubbock building, as if the transactions occurred on September
30, 2004.
The following unaudited pro forma statement of income for the year ended
December 31, 2003, and the nine months ended September 30, 2004, have been
prepared to give effect to the distribution and sale of the undivided interest
in the Lubbock building as if the transactions occurred on January 1, 2003 and
January 1, 2004, respectively.
These unaudited pro forma financial statements are prepared for informational
purposes only and are not necessarily indicative of future results or the actual
results achieved.
Description of Pro-Forma Transactions
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The Company's owns a controlling 71.34801% interest in TCTB Partnership, Ltd.
("TCTB"). Effective December 31, 2004, the partners of TCTB agreed to distribute
a Lubbock, Texas office building (the "Property") to the TCTB partners and
simultaneously sell their interest in the asset to an entity partially owned by
certain TCTB minority owners. In accordance with an Agreement to Distribute
Assets (Exhibit 10.1), effective December 31, 2004, the Property was distributed
to the TCTB partners according to their partnership sharing ratios. The Property
and two other Midland, Texas office properties owned by TCTB are subject to a
lien securing TCTB's $6,100,000 million note payable to Wells Fargo Bank Texas,
N.A. (the "Bank"). The Bank agreed to release its lien on the Property in
exchange for a $2,100,000 restricted certificate of deposit pledged by TCTB to
the Bank as additional collateral. The Property distribution to the TCTB
minority interest partners resulted in an approximate $979,000 reduction in the
Company's property, plant and equipment and a corresponding reduction in
minority interest.
Immediately following the Property distribution, the Company and the selling
minority interest partners agreed to sell their undivided interest in the
Property for a privately negotiated purchase price of $4,568,614, in accordance
with a Purchase Agreement (Exhibit 10.2), to 1500 Broadway Partners, Ltd., a
limited partnership in which certain TCTB limited partners (non-selling minority
interest partners) are partners and are tenants in one of TCTB's Midland office
buildings. The Company received net proceeds of $3,688,094 for its undivided
interest in the Property and resulted in a gain of $905,118.
F-1
AMEN PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2004
Historical
Financial Pro Forma
Statements (a) Adjustments (f) Pro Forma Total
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ASSETS
Cash and cash equivalents $ 2,378,596 1,568,094 (b) 3,946,690
Accounts receivable 38,064 - 38,064
Property, plant and equipment
(net of accumulated depreciation) 12,114,267 (978,776) (b) 8,372,515
(2,762,976) (d)
Restricted certificate of deposit - 2,100,000 (c) 2,100,000
Royalty interests 154,393 - 154,393
Other assets 554,653 - 554,653
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Total assets $ 15,239,973 (73,658) 15,166,315
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LIABILITIES AND EQUITY
Current liabilities $ 949,573 - 949,573
Long-term obligations 9,097,053 - 9,097,053
Minority interest 1,070,282 (978,776) (b) 91,506
Equity 4,123,065 905,118 (e) 5,028,183
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Total liabilities and equity $ 15,239,973 (73,658) 15,166,315
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F-2
AMEN PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
Historical
Financial Lubbock, Texas
Statements (a) Building (f) Pro Forma Total
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Rental revenue $ 4,345,099 (1,932,646) 2,412,453
Total operating expense 3,167,463 (1,120,974) 2,046,489
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Net income from operations 1,177,636 (811,672) 365,964
Total other income (expense) (369,993) 287,637 (82,356)
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Net income before income taxes
and minority interest 807,643 (524,035) 283,608
Income taxes - - -
Minority interest (415,814) 184,133 (231,681)
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NET INCOME $ 391,829 (339,902) 51,927
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Net income per common share - basic $ .19 .02
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Net income per common share - diluted $ .13 .02
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Weighted average number of common shares
outstanding - basic 2,111,328 2,111,328
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Weighted average number of common shares
outstanding - diluted 2,961,051 2,961,051
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F-3
AMEN PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
Historical
Financial Lubbock, Texas
Statements (a) Building (f) Pro Forma Total
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Rental revenue $ 3,255,452 (1,448,316) 1,807,136
Total operating expense 2,544,871 (938,769) 1,606,102
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Net income from operations 710,581 (509,547) 201,034
Total other income (expense) (369,952) 207,613 (162,339)
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Net income before income taxes and
minority interest 340,629 (301,934) 38,695
Income taxes - -
Minority interest (232,297) 86,510 (145,787)
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NET INCOME/(LOSS) $ 108,332 (215,424) (107,092)
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Net income/(loss) per common share - basic $ .05 (.05)
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Net income/(loss) per common share -
diluted $ .04 (.04)
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Weighted average number of common shares
outstanding - basic 2,201,356 2,201,356
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Weighted average number of common shares
outstanding - diluted 3,051,079 3,051,079
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F-4
AMEN PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA ADJUSTMENTS
(a) Historical financial information has been obtained from the
Registrant's annual report of Form 10-KSB fro the year ended December
31, 2003 and quarterly report filed on Form 10-QSB for the period
ended September 30, 2004.
(b) Minority interest in the distribution of the Lubbock, Texas building.
(c) Reflects pledged certificate of deposit for release of Property lien.
(d) Reflects the Registrant's net cost basis in the Property on December
31, 2004.
(e) Reflects the Registrant's gain recognized on sale of its interest in
the Property.
(f) Reflects the operating results of the Property.
F-5