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
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December 31, 2002
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)
00-22847
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(Commission File Number)
54-1831588
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(IRS Employer Identification No.)
303 W. Wall Street, Suite 1700
Midland, Texas 79701
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(Address of principal executive offices) (Zip Code)
(915) 684-3821
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(Registrant's telephone number, including area code)
NA
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(Former Name of 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
Item 5. Other Events and Regulation FD Disclosure.
On December 18, 2002, AMEN Properties, Inc. (the Company or "AMEN") announced
that it received notice that its common stock will continue to be listed on The
Nasdaq SmallCap Market via an exception from the minimum bid price and
shareholders' equity requirements.
As previously disclosed, the Company received Nasdaq Staff Determinations of
non-compliance with these requirements on Oct. 9, 2002, and Nov. 20, 2002,
respectively. The Company was granted a temporary exception from these standards
subject to AMEN meeting certain conditions.
On or before Dec. 31, 2002, the Company must make a public filing with the
Securities and Exchange Commission (SEC) and Nasdaq evidencing a minimum of $2.5
million in shareholders' equity. In addition, on or before Dec. 31, 2002, the
Company must file a proxy statement with the SEC and Nasdaq evidencing its
intent to seek shareholder approval for the implementation of a reverse stock
split, resulting in the company having a closing bid price above $1 per share by
February 14, 2003. Finally, on or before March 31, 2003, the Company must file
the Form 10-K for 2002, evidencing continued compliance with the minimum
shareholders' equity requirement.
The Company believes it can meet these conditions, however, there can be no
assurance that it will do so. If at some future date the Company's securities
should cease to be listed on The Nasdaq SmallCap Market, they may continue to be
listed in the OTC-Bulletin Board.
Effective December 20, 2002, and for the duration of the exception, the
Company's Nasdaq symbol will be AMENC. The "C" will be removed from the symbol
when the Nasdaq Panel has confirmed compliance with the terms of the exception
and all other criteria necessary for continued listing.
The unaudited pro forma financial information included in this Item 5 serves to
provide an update of the company's financial position in an effort to comply
with the decision made by the Nasdaq Listing Qualifications Panel. It includes
updated information on the following:
1. the asset divestiture to Salem Communications Corporation ("the asset
sale"), which closed on October 4, 2002 and was disclosed in a press
release and in a Current Report on Form 8-K filed with the SEC by the
Company on October 15, 2002,
2. the acquisition of approximately 65% of the limited partnership shares of
TCTB Partners, Ltd. ("the asset acquisition"), which closed on October 31,
2002 and was disclosed in a press release and in a Current Report on Form
8-K filed with the SEC on November 7, 2002, and
3. current operations.
This report does provide financial information required by Item 7. An amendment
to the November 7, 2002 8-K providing such information filed in a subsequent
Current Report on Form 8-KA.
Pro forma financial information.
An unaudited pro forma condensed consolidated balance sheet at September 30,
2002 and November 30, 2002 is filed with this report. The balance sheet reflects
the financial position of the Company assuming the asset sale and the asset
acquisition had occurred on September 30, 2002. It also includes estimates of
current activity for October and November 2002. All material adjustments
required to reflect the asset sale are set forth in the column labeled "Asset
Sale Pro Forma Adjustments." All material adjustments required to reflect the
asset acquisition are set forth in the column labeled "Asset Acquisition Pro
Forma Adjustments." All material adjustments required to reflect estimated
October and November 2002 activity are set forth in the column labeled
"Estimated Activity Through October and November 2002." The data contained in
the column labeled "September 2002 Actual" is derived from the Company's
unaudited consolidated balance sheet as of September 30, 2002. The pro forma
data is for informational purposes only and may not necessarily reflect the
Company's current financial position, or what the financial position would have
been had the asset sale and the asset acquisition occurred on September 30,
2002.
AMEN Properties, Inc.
BALANCE SHEETS
(b) (c)
(a) Asset Pro Forma Estimated
Actual Asset Sale Acquisition September Activity For Pro Forma
September 2002 Pro Forma Pro Forma 2002 Oct. & Nov. November 2002
(unaudited) Adjustments Adjustments (unaudited) 2002 (unaudited)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 199,018 $ 4,100,000 $ (1,606,521) $ 2,692,496 $ (1,124,833) $ 1,567,664
Short-term investments 76,234 76,234 (35,000) 41,234
Accounts receivable 210,680 37,458 248,139 28,799 276,937
Deferred costs 33,668 33,668 36,000 69,668
Assets held for sale 2,624,436 (2,624,436)
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Total current assets 3,144,036 1,475,564 (1,569,063) 3,050,537 (1,095,034) 1,955,503
LONG TERM INVESTMENTS 52,326 52,326 52,326
PROPERTY AND EQUIPMENT, net 18,562 11,874,887 11,893,449 (141,309) 11,752,141
OTHER ASSETS:
Deposits 62,165 (60,000) 7,485 9,650 (2,127) 7,523
Deferred costs 138,460 138,460 138,460
Goodwill, net 300,399 300,399 300,399
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Total other assets 362,564 (60,000) 145,945 448,509 (2,127) 446,382
TOTAL ASSETS $ 3,577,488 $ 1,415,564 $ 10,451,769 $ 15,444,821 $ (1,238,469)$ 14,206,352
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 244,692 $ 193,573 $ 438,265 $ (283,089) $ 155,176
Accrued liabilities 1,474,946 925 1,475,871 (1,066,323) 409,548
Deferred revenue 38,042 38,042 74,454 112,496
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Total current liabilities 1,719,638 232,540 1,952,178 (1,274,958) 677,221
OTHER LIABILITIES:
Accounts payable 131,328 111,600 242,928 (46,928) 196,000
Other liabilities 597 44,397 44,994 (597) 44,397
LONGTERM DEBT
Note Payable-Wells Fargo 6,500,000 6,500,000 (13,160) 6,486,840
Promissory Note - TCTB 2,789,087 2,789,087 2,789,087
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Total Long Term Debt 9,289,087 9,289,087 (13,160) 9,275,927
MINORITY INTEREST 774,144 774,144 54,962 829,106
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 shares authorized,
80,000 Series "A" shares issued
and outstanding 80 80 80
80,000 Series "B" shares
issued and outstanding 80 80 80
Common stock, $.01 par value, 20,000,000
shares authorized,
7,968,221 shares issued and outstanding 79,682 79,682 79,682
Common stock warrants 127,660 127,660 127,660
Additional paid-in capital 42,052,931 42,052,931 42,052,931
Retained Earnings (Accumulated deficit) (40,538,640) 1,415,564 (39,123,076) 42,211 (39,080,865)
Accumulated other comprehensive loss:
Net unrealized gain on
available-for-sale securities 4,132 4,132 4,132
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Total stockholders' equity 1,725,925 1,415,564 3,141,489 42,211 3,183,700
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,577,488 $ 1,415,564 $ 10,451,769 $ 15,444,821 $ (1,238,469)$ 14,206,352
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Notes to Adjustments to Unaudited Proforma Consolidated Balance Sheet.
(a) To record the asset sale and the related gain. On October 4, 2002, the
asset sale was completed as the Company received approximately $4.1 million
in cash from Salem Communications Inc., who acquired the crosswalk.com
website and related assets.
(b) To record the asset acquisition of approximately 65% of the limited
partnership shares of TCTB Partners, Ltd. ("TCTB"). On October 31, 2002,
the Company entered into an agreement with certain limited partners of TCTB
to purchase their limited partnership in effective October 1, 2002. The
assets of TCTB are two secondary office market properties in Midland and
Lubbock, Texas. The adjustments assume full consolidation of the
partnership with minority interest. The two real estate buildings were
"stepped-up" to current fair market value for AMEN's interest only. The
remaining interest in the buildings is stated at carryover basis. The
long-term debt, which was refinanced in 2002, and the other assets and
liabilities were deemed to be stated at current fair market value.
(c) To record the estimated impact of operations for October and November 2002
and the Company's interest in TCTB Partners, Ltd. As stated above, the
adjustments assume full consolidation of TCTB.
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.
(Registrant)
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By /s/ Eric Oliver
Date: December 31, 2002 Chairman of the Board of Directors and Chief
Executive Officer
(Signature)