Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'CAGZ | ' |
Entity Common Stock, Shares Outstanding | ' | 19,630,714 |
Entity Registrant Name | 'Cullen Agricultural Holding Corp | ' |
Entity Central Index Key | '0001471256 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $2,066,498 | $2,239,619 |
Receivable from related party | 1,871 | 1,871 |
Prepaid expenses and other current assets | 3,835 | 32,236 |
Total Current Assets | 2,072,204 | 2,273,726 |
PROPERTY AND EQUIPMENT, Net | 91,861 | 91,861 |
TOTAL ASSETS | 2,164,065 | 2,365,587 |
CURRENT LIABILITIES | ' | ' |
Accrued expenses | 33,718 | 23,965 |
Current portion of note payable | 10,462 | 10,170 |
Total Current Liabilities | 44,180 | 34,135 |
OTHER LIABILITIES | ' | ' |
Non current portion of note payable | 0 | 10,462 |
Total Other Liabilities | 0 | 10,462 |
TOTAL LIABILITIES | 44,180 | 44,597 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock - $0.0001 par value; authorized 1,000,000 shares; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.0001; 200,000,000 shares authorized; 19,630,714 shares issued and outstanding | 1,964 | 1,964 |
Additional paid-in capital | 6,861,881 | 6,861,881 |
Deficit accumulated during the development stage | -4,743,960 | -4,542,855 |
TOTAL STOCKHOLDERS' EQUITY | 2,119,885 | 2,320,990 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $2,164,065 | $2,365,587 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,630,714 | 19,630,714 |
Common stock, shares outstanding | 19,630,714 | 19,630,714 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 52 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Revenues | $0 | $0 | $0 | $0 | $0 |
General and administrative expenses | 62,318 | 95,496 | 199,747 | 282,202 | 3,116,170 |
LOSS FROM OPERATIONS | -62,318 | -95,496 | -199,747 | -282,202 | -3,116,170 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' |
Interest expense - related party | 0 | 0 | 0 | 0 | -456,135 |
Interest expense - note payable | -76 | -151 | -405 | -624 | -2,900 |
Legal settlement recovery | 0 | 0 | 0 | 0 | 71,348 |
Impairment loss on property, plant and equipment | 0 | 0 | 0 | 0 | -963,172 |
Gain (loss) on sale of land and equipment, net | 0 | 0 | 0 | 212,887 | -563,074 |
Other income, net | 0 | 0 | 0 | 76,000 | 293,261 |
TOTAL OTHER (EXPENSE) INCOME | -76 | -151 | -405 | 288,263 | -1,620,672 |
(LOSS) INCOME BEFORE TAXES | -62,394 | -95,647 | -200,152 | 6,061 | -4,736,842 |
INCOME TAXES | 313 | 313 | 953 | 882 | 7,118 |
NET (LOSS) INCOME | ($62,707) | ($95,960) | ($201,105) | $5,179 | ($4,743,960) |
Weighted average number of common shares outstanding - basic and diluted | 19,630,714 | 19,630,714 | 19,630,714 | 19,630,714 | ' |
Basic and diluted net (loss) income per share | $0 | $0 | ($0.01) | $0 | ' |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Initial Stockholder [Member] | Merger [Member] | First Issuance [Member] | Second Issuance [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Deficit accumulated during the development stage [Member] | Deficit accumulated during the development stage [Member] | Deficit accumulated during the development stage [Member] | Deficit accumulated during the development stage [Member] | Deficit accumulated during the development stage [Member] |
Initial Stockholder [Member] | Merger [Member] | First Issuance [Member] | Second Issuance [Member] | Initial Stockholder [Member] | Merger [Member] | First Issuance [Member] | Second Issuance [Member] | Initial Stockholder [Member] | Merger [Member] | First Issuance [Member] | Second Issuance [Member] | |||||||||
BEGINNING BALANCE at Jun. 03, 2009 | $0 | ' | ' | ' | ' | $0 | ' | ' | ' | ' | $0 | ' | ' | ' | ' | $0 | ' | ' | ' | ' |
Issuance of stock (in shares) | ' | ' | ' | ' | ' | ' | 100 | 19,247,211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock | ' | 100 | 6,063,745 | ' | ' | ' | 0 | 1,925 | ' | ' | ' | 100 | 6,061,820 | ' | ' | ' | 0 | 0 | ' | ' |
Net loss | -612,526 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | -612,526 | ' | ' | ' | ' |
ENDING BALANCE at Dec. 31, 2009 | 5,451,319 | ' | ' | ' | ' | 1,925 | ' | ' | ' | ' | 6,061,920 | ' | ' | ' | ' | -612,526 | ' | ' | ' | ' |
ENDING BALANCE (in shares) at Dec. 31, 2009 | ' | ' | ' | ' | ' | 19,247,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 8,403 | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock | ' | ' | ' | 50,000 | 750,000 | ' | ' | ' | 1 | 38 | ' | ' | ' | 49,999 | 749,962 | ' | ' | ' | 0 | 0 |
Net loss | -4,134,527 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | -4,134,527 | ' | ' | ' | ' |
ENDING BALANCE at Dec. 31, 2010 | 2,116,792 | ' | ' | ' | ' | 1,964 | ' | ' | ' | ' | 6,861,881 | ' | ' | ' | ' | -4,747,053 | ' | ' | ' | ' |
ENDING BALANCE (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | 19,630,714 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | 253,790 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 253,790 | ' | ' | ' | ' |
ENDING BALANCE at Dec. 31, 2011 | 2,370,582 | ' | ' | ' | ' | 1,964 | ' | ' | ' | ' | 6,861,881 | ' | ' | ' | ' | -4,493,263 | ' | ' | ' | ' |
ENDING BALANCE (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | 19,630,714 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -49,592 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | -49,592 | ' | ' | ' | ' |
ENDING BALANCE at Dec. 31, 2012 | 2,320,990 | ' | ' | ' | ' | 1,964 | ' | ' | ' | ' | 6,861,881 | ' | ' | ' | ' | -4,542,855 | ' | ' | ' | ' |
ENDING BALANCE (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | 19,630,714 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -201,105 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 0 | ' | ' | ' | ' | -201,105 | ' | ' | ' | ' |
ENDING BALANCE at Sep. 30, 2013 | $2,119,885 | ' | ' | ' | ' | $1,964 | ' | ' | ' | ' | $6,861,881 | ' | ' | ' | ' | ($4,743,960) | ' | ' | ' | ' |
ENDING BALANCE (in shares) at Sep. 30, 2013 | ' | ' | ' | ' | ' | 19,630,714 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2009 | Dec. 31, 2009 | Dec. 31, 2010 | Dec. 31, 2010 | |
Initial Stockholder [Member] | Merger [Member] | First Issuance [Member] | Second Issuance [Member] | |
Issuance of stock, per share | $0.00 | $0.00 | $5.95 | $2 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 9 Months Ended | 52 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net (loss) income | ($201,105) | $5,179 | ($4,743,960) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ' | ' | ' |
(Gain) loss on sale of property and equipment | 0 | -212,887 | 563,074 |
Depreciation and amortization | 0 | 20,784 | 110,045 |
Impairment loss on property, plant and equipment | 0 | 0 | 963,172 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | 28,401 | 29,516 | -3,835 |
Federal tax receivable | 0 | 0 | 1,349,969 |
Federal withholding tax payable | 0 | -27,943 | 0 |
Accrued expenses | 9,753 | 16,592 | 218,605 |
NET CASH USED IN OPERATING ACTIVITIES | -162,951 | -168,759 | -1,542,930 |
Cash Flows from Investing Activities | ' | ' | ' |
Purchases of property and equipment | 0 | 0 | -841,849 |
Proceeds from sale of property and equipment | 0 | 1,468,626 | 7,714,299 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 0 | 1,468,626 | 6,872,450 |
Cash Flows from Financing Activities | ' | ' | ' |
Repayment of mortgage payable to related party | 0 | 0 | -7,130,627 |
Proceeds from issuance of mortgage payable to related party | 0 | 0 | 100,000 |
Repayment to affiliates | 0 | -6,539 | -329,060 |
Advances from affiliates | 0 | 27,943 | 318,568 |
Repayments of note payable | -10,170 | -9,883 | -29,658 |
Cash acquired in reverse merger | 0 | 0 | 3,057,755 |
Proceeds from issuance of common stock | 0 | 0 | 750,000 |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | -10,170 | 11,521 | -3,263,022 |
NET (DECREASE) INCREASE IN CASH | -173,121 | 1,311,388 | 2,066,498 |
CASH - Beginning | 2,239,619 | 1,028,119 | 0 |
CASH - Ending | 2,066,498 | 2,339,507 | 2,066,498 |
Cash paid during the period for: | ' | ' | ' |
Interest | 668 | 957 | 458,190 |
Taxes | 0 | 1,260 | 2,510 |
Non-cash investing and financing activities: | ' | ' | ' |
Acquisition of property, plant and equipment through issuance of debt | 0 | 0 | 40,120 |
Issuance of common stock to settle accrued expenses | 0 | 0 | 50,000 |
Conversion of interest payable into mortgage payable to related party | 0 | 0 | 176,709 |
On October 22, 2009, the Company completed its reverse merger and recapitalization by acquiring certain assets and assuming certain liabilities: | ' | ' | ' |
Tax refund receivable | 0 | 0 | 1,349,969 |
Land and land improvements | 0 | 0 | 8,560,482 |
Loan payable | 0 | 0 | -6,853,918 |
Accrued expenses | 0 | 0 | -41,822 |
Due to affiliates | 0 | 0 | -8,621 |
Issuance of stock | 0 | 0 | -1,925 |
Net non-cash recapitalization | $0 | $0 | $3,004,165 |
Organization_Business_Operatio
Organization, Business Operations and Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2013 | |||
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract] | ' | ||
Organization, Business Operations, Significant Accounting Policies | ' | ||
Note 1. Organization, Business Operations and Significant Accounting Policies | |||
Organization and Nature of Operations | |||
Cullen Agricultural Holding Corp.’s (the “Company”, “we”, “us” or “our”) accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. In addition, the December 31, 2012 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature. | |||
We are a development stage company and to date have not generated any revenue. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes there to for the fiscal year ended December 31, 2012 filed on March 14, 2013. The accounting policies used in preparing these unaudited condensed consolidated interim financial statements are consistent with those described in the December 31, 2012 audited consolidated financial statements. | |||
Basis of Presentation | |||
Cullen Agricultural Holding Corp. was incorporated in Delaware on August 27, 2009. We are a development stage company. Our principal focus is to use our intellectual property in forage and animal sciences to improve agricultural yields. To date, we have not generated any revenue and will not do so until we have sufficient funds to implement our business plan. | |||
We were formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company. CAT Merger Sub, Inc. (“Merger Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on August 31, 2009. We were formed in order to allow Triplecrown to complete a business combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009, as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Cullen Agritech was formed on June 3, 2009. Cullen Agritech’s primary operations are conducted through Natural Dairy Inc., a wholly owned subsidiary of Cullen Agritech. Cullen Holdings is an entity controlled by Eric J. Watson, our Chief Executive Officer, Secretary, Chairman of the Board and Treasurer and, prior to the Merger, was the holder of all of the outstanding common stock of Cullen Agritech. | |||
Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009. | |||
Principles of Consolidation | |||
The condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation. | |||
Cash | |||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no cash equivalents at September 30, 2013 and December 31, 2012. | |||
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times during the periods ended September 30, 2013 and December 31, 2012, the Company had cash deposits in excess of the maximum amounts insured by the Federal Deposit Insurance Corporation insurance limits. At September 30, 2013 cash is held at one financial institution. The Company has not incurred losses related to these deposits. | |||
Property and Equipment | |||
Property and equipment are stated at cost, net of accumulated depreciation. The Company charges repairs and maintenance items to expense, while major improvements and betterments are capitalized. | |||
Depreciation and amortization is provided on the straight-line method over the following estimated useful lives of the assets: | |||
Buildings | 15 years | ||
Machinery and equipment | 5 – 10 years | ||
Transportation equipment | 5 years | ||
Land improvements | 15 years | ||
Use of Estimates | |||
The preparation of condensed consolidated interim financial statements in conformity with U. S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||
Long-Lived Assets | |||
The Company accounts for its long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360 “Plant, Property and Equipment,” for purposes of determining and measuring impairment of its long-lived assets other than goodwill. The Company’s policy is to review the value assigned to its long lived assets to determine if they have been permanently impaired by adverse conditions which may affect the Company whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the Company identifies a permanent impairment such that the carrying amount of the Company’s long lived assets is not recoverable using the sum of an undiscounted cash flow projection, the impaired asset is adjusted to its estimated fair value, based on an estimate of future discounted cash flows which becomes the new cost basis for the impaired asset. Considerable management judgment is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. | |||
Earnings Per Share | |||
The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. At September 30, 2013 and December 31, 2012, there were 74,000,000 warrants outstanding that were not included in the calculation of diluted EPS because the effects of these securities would have been anti-dilutive. | |||
Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |||
Income Taxes | |||
The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||
At September 30, 2013 and December 31, 2012, deferred taxes primarily consist of deferred tax assets for net operating loss carryforwards. The Company does not believe at this time that it will utilize the net operating loss carryforwards in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax assets at September 30, 2013 and December 31, 2012. | |||
The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's condensed consolidated interim financial statements. The evaluation was performed for tax years of 2009 through 2012 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations. | |||
The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties and interest for the three and nine months ended September 30, 2013 and 2012, the year ended December 31, 2012 or the period from June 3, 2009 (inception) through September 30, 2013. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |||
Recently Issued and Adopted Accounting Pronouncements | |||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the condensed consolidated interim financial statements. | |||
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Note 2. Property and Equipment | ||||||||
At September 30, 2013 and December 31, 2012 property and equipment consisted of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Machinery and equipment | $ | 154,229 | $ | 154,229 | ||||
Website | 3,328 | 3,328 | ||||||
157,557 | 157,557 | |||||||
Less: Accumulated depreciation and amortization | 65,696 | 65,696 | ||||||
Property and equipment, net | $ | 91,861 | $ | 91,861 | ||||
Depreciation and amortization expense for the period from June 3, 2009 (inception) through September 30, 2013 was $110,045. For the three months ended September 30, 2013 and 2012, depreciation and amortization expense was $0 and $6,827. For the nine months ended September 30, 2013 and 2012, depreciation and amortization expense was $0 and $20,784. The Company placed its property and equipment out of service at December 31, 2012 as a result of the sale of its land. Accordingly, no depreciation expense was recorded during the three and nine months ended September 30, 2013. | ||||||||
Receivable_from_Related_Party
Receivable from Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Related Parties [Abstract] | ' |
Receivable from Related Party | ' |
Note 3. Receivable from Related Party | |
Hart Acquisitions LLC | |
During the three and nine months ended September 30, 2013 and 2012, Hart Acquisitions LLC (“Hart”), an affiliate of one of the Company’s directors, incurred no costs related to the operations of Cullen Agritech and Natural Dairy. | |
As of September 30, 2013 and 2012, $1,871 was due from Hart. | |
Other_Income
Other Income | 9 Months Ended |
Sep. 30, 2013 | |
Other Income and Expenses [Abstract] | ' |
Other Income | ' |
Note 4. Other Income | |
On March 5, 2012, the Company entered into a Sales Contract (“Agreement”) with Patrick and Sherry Farrell (collectively, the “Buyer”) pursuant to which the Company agreed to sell to Buyer approximately 1,035 acres of land for approximately $1,524,000. On May 15, 2012, the closing of the sale took place and the Company received the remaining purchase price of $1,524,000, of which the Company recognized $212,887 as gain from sale of land during the nine months ended September 30, 2012 which is included in other income (expense), net in the consolidated statements of operations. | |
Note_Payable
Note Payable | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable [Abstract] | ' |
Note Payable | ' |
Note 5. Note Payable | |
On May 15, 2010, the Company entered into a note payable to a financial institution due May 15, 2015, payable in annual installments of $10,768, which includes interest of 2.9% per annum. The note payable is secured by certain farming equipment. At September 30, 2013 and December 31, 2012, the outstanding principal balance was $10,462 and $20,632, respectively. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 6. Subsequent Events | |
The Company evaluates events that occurred after the balance sheet date but before the condensed consolidated interim financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated interim financial statements through the date the condensed consolidated interim financial statements were issued. | |
Organization_Business_Operatio1
Organization, Business Operations and Significant Accounting Policies (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract] | ' | ||
Organization and Nature of Operations | ' | ||
Organization and Nature of Operations | |||
Cullen Agricultural Holding Corp.’s (the “Company”, “we”, “us” or “our”) accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. In addition, the December 31, 2012 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature. | |||
We are a development stage company and to date have not generated any revenue. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes there to for the fiscal year ended December 31, 2012 filed on March 14, 2013. The accounting policies used in preparing these unaudited condensed consolidated interim financial statements are consistent with those described in the December 31, 2012 audited consolidated financial statements. | |||
Basis of Presentation | ' | ||
Basis of Presentation | |||
Cullen Agricultural Holding Corp. was incorporated in Delaware on August 27, 2009. We are a development stage company. Our principal focus is to use our intellectual property in forage and animal sciences to improve agricultural yields. To date, we have not generated any revenue and will not do so until we have sufficient funds to implement our business plan. | |||
We were formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company. CAT Merger Sub, Inc. (“Merger Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on August 31, 2009. We were formed in order to allow Triplecrown to complete a business combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009, as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Cullen Agritech was formed on June 3, 2009. Cullen Agritech’s primary operations are conducted through Natural Dairy Inc., a wholly owned subsidiary of Cullen Agritech. Cullen Holdings is an entity controlled by Eric J. Watson, our Chief Executive Officer, Secretary, Chairman of the Board and Treasurer and, prior to the Merger, was the holder of all of the outstanding common stock of Cullen Agritech. | |||
Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009. | |||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation. | |||
Cash | ' | ||
Cash | |||
The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company held no cash equivalents at September 30, 2013 and December 31, 2012. | |||
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times during the periods ended September 30, 2013 and December 31, 2012, the Company had cash deposits in excess of the maximum amounts insured by the Federal Deposit Insurance Corporation insurance limits. At September 30, 2013 cash is held at one financial institution. The Company has not incurred losses related to these deposits. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost, net of accumulated depreciation. The Company charges repairs and maintenance items to expense, while major improvements and betterments are capitalized. | |||
Depreciation and amortization is provided on the straight-line method over the following estimated useful lives of the assets: | |||
Buildings | 15 years | ||
Machinery and equipment | 5 – 10 years | ||
Transportation equipment | 5 years | ||
Land improvements | 15 years | ||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of condensed consolidated interim financial statements in conformity with U. S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||
Long-Lived Assets | ' | ||
Long-Lived Assets | |||
The Company accounts for its long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360 “Plant, Property and Equipment,” for purposes of determining and measuring impairment of its long-lived assets other than goodwill. The Company’s policy is to review the value assigned to its long lived assets to determine if they have been permanently impaired by adverse conditions which may affect the Company whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the Company identifies a permanent impairment such that the carrying amount of the Company’s long lived assets is not recoverable using the sum of an undiscounted cash flow projection, the impaired asset is adjusted to its estimated fair value, based on an estimate of future discounted cash flows which becomes the new cost basis for the impaired asset. Considerable management judgment is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. | |||
Earnings Per Share | ' | ||
Earnings Per Share | |||
The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. At September 30, 2013 and December 31, 2012, there were 74,000,000 warrants outstanding that were not included in the calculation of diluted EPS because the effects of these securities would have been anti-dilutive. | |||
Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||
At September 30, 2013 and December 31, 2012, deferred taxes primarily consist of deferred tax assets for net operating loss carryforwards. The Company does not believe at this time that it will utilize the net operating loss carryforwards in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax assets at September 30, 2013 and December 31, 2012. | |||
The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's condensed consolidated interim financial statements. The evaluation was performed for tax years of 2009 through 2012 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations. | |||
The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties and interest for the three and nine months ended September 30, 2013 and 2012, the year ended December 31, 2012 or the period from June 3, 2009 (inception) through September 30, 2013. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |||
Recently Issued and Adopted Accounting Pronouncements | ' | ||
Recently Issued and Adopted Accounting Pronouncements | |||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the condensed consolidated interim financial statements. | |||
Organization_Business_Operatio2
Organization, Business Operations and Significant Accounting Policies (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract] | ' | ||
Estimated Useful Lives of Property and Equipment | ' | ||
Depreciation and amortization is provided on the straight-line method over the following estimated useful lives of the assets: | |||
Buildings | 15 years | ||
Machinery and equipment | 5 – 10 years | ||
Transportation equipment | 5 years | ||
Land improvements | 15 years | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Components Of Property And Equipment | ' | |||||||
At September 30, 2013 and December 31, 2012 property and equipment consisted of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Machinery and equipment | $ | 154,229 | $ | 154,229 | ||||
Website | 3,328 | 3,328 | ||||||
157,557 | 157,557 | |||||||
Less: Accumulated depreciation and amortization | 65,696 | 65,696 | ||||||
Property and equipment, net | $ | 91,861 | $ | 91,861 | ||||
Estimated_Useful_Lives_of_Asse
Estimated Useful Lives of Assets (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Buildings [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Transportation Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Land Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Organization_Business_Operatio3
Organization, Business Operations and Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' | ' |
Warrants outstanding not included in the calculation of diluted EPS | 74,000,000 | 74,000,000 |
Percentage Of Valuation Allowance Of Deferred Tax Assets | 100.00% | 100.00% |
Components_of_Property_Plant_a
Components of Property, Plant and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $157,557 | $157,557 |
Less: Accumulated depreciation and amortization | 65,696 | 65,696 |
Property and equipment, net | 91,861 | 91,861 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 154,229 | 154,229 |
Website [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $3,328 | $3,328 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 52 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Depreciation and amortization | $0 | $6,827 | $0 | $20,784 | $110,045 |
Receivable_from_Related_Party_
Receivable from Related Party - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
Related Party Transaction [Line Items] | ' | ' | ' |
Receivable from related party | $1,871 | $1,871 | $1,871 |
Hart Acquisitions LLC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Receivable from related party | $1,871 | ' | $1,871 |
Other_Income_Additional_Inform
Other Income - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
15-May-12 | Mar. 05, 2012 | Sep. 30, 2012 | |
Components of Other Income (Expense) [Line Items] | ' | ' | ' |
Area of Land | ' | 1,035 | ' |
Patrick And Sherry Farrell [Member] | ' | ' | ' |
Components of Other Income (Expense) [Line Items] | ' | ' | ' |
Value of land sold | ' | $1,524,000 | ' |
GainLossOnSaleOfLand | ' | ' | 212,887 |
Proceeds from Sale of Land Held-for-use | $1,524,000 | ' | ' |
Note_Payable_Additional_Inform
Note Payable - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | 15-May-10 |
Note Payable - Financial Institution | |||
Annual installments payable | ' | ' | $10,768 |
Promissory note issued, interest rate | ' | ' | 2.90% |
Long-term Debt, Gross | $10,462 | $20,632 | ' |