UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20222023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-31905

 

CKX Lands, Inc.

(Exact name of registrant as specified in its charter)

 

Louisiana

 

72-0144530

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

   
   

2417 Shell Beach Drive

  

Lake Charles, LA

 

70601

(Address of principal executive offices)

 

(Zip Code)

   
 

(337) 493-2399

 
 

(Registrant’s telephone number)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock with no par value

CKX

NYSE American

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

    

Non-accelerated filer

Smaller reporting company

    
  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,963,9131,974,427 shares of common stock are issued and outstanding as of August 8, 2022.9, 2023.

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

  

PART I.

FINANCIAL INFORMATION

 
   

ITEM 1.

FINANCIAL STATEMENTS

 
 

BALANCE SHEETS AS OF JUNE 30, 20222023 (UNAUDITED) AND DECEMBER 31, 20212022

 
 

STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 20222023 AND 20212022 (UNAUDITED)

 
 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 20222023 AND 20212022 (UNAUDITED)

 
 

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 20222023 AND 20212022 (UNAUDITED)

 
 

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 20222023 (UNAUDITED)

1

   

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

5

   

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

810

   

ITEM 4.

CONTROLS AND PROCEDURES

810

   

PART II.

OTHER INFORMATION

 
   

ITEM 1

LEGAL PROCEEDINGS

910

   

ITEM 1A.

RISK FACTORS

910

   

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

910

   

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

910

   

ITEM 4.

MINE SAFETY DISCLOSURES

910

   

ITEM 5.

OTHER INFORMATION

910

   

ITEM 6.

EXHIBITS

1110

   

SIGNATURES

1312

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

CKX LANDS, INC.

BALANCE SHEETS

 

 

June 30,

  

December 31,

 
 

June 30,

  

December 31,

  

2023

  

2022

 
 

2022

  

2021

  

(unaudited)

    

ASSETS

 (unaudited)         
Current assets:  

Cash and cash equivalents

 $7,109,424  $7,409,873  $8,386,252  $7,148,207 

Equity investment in mutual funds

 502,866  502,832 

Certificates of deposit

 -  1,004,603 

Accounts receivable

 146,904  50,739  83,041  126,423 

Prepaid expense and other assets

  143,378   35,405   120,623   28,695 

Total current assets

 7,902,572  7,998,849  8,589,916  8,307,928 

Property and equipment, net

  9,084,171   9,056,238  9,098,132  9,079,612 
Deferred tax asset  344,853   300,050 

Total assets

 $16,986,743  $17,055,087  $18,032,901  $17,687,590 
  
LIABILITIES AND STOCKHOLDERS' EQUITY            
  
Current liabilities:  

Trade payables and accrued expenses

 $75,738  $111,123  $22,521  $37,626 

Unearned revenue

  106,149   150,113   93,548   229,550 

Total current liabilities

 181,887  261,236   116,069   267,176 

Deferred income tax payable

  187,664   187,664 

Total liabilities

  369,551   448,900   116,069   267,176 
  
Stockholders' equity:  

Common stock, 3,000,000 shares authorized, no par value, 1,974,079 and 1,963,913 shares issued and outstanding as of June 30, 2022, respectively and 1,942,495 shares issued and outstanding as of December 31, 2021

 59,335  59,335 
Common stock, 3,000,000 shares authorized, no par value, 1,988,701 and 1,974,427 shares issued and outstanding, respectively, as of June 30, 2023, and December 31, 2022 59,335  59,335 

Additional paid in capital

 414,291  0  2,939,366  2,308,537 

Treasury stock, 10,166 shares, at cost

 (131,335) 0 
Treasury stock, 14,274 shares, at cost (176,592) (176,592)

Retained earnings

  16,274,901   16,546,852   15,094,723   15,229,134 

Total stockholders' equity

  16,617,192   16,606,187   17,916,832   17,420,414 

Total liabilities and stockholders' equity

 $16,986,743  $17,055,087  $18,032,901  $17,687,590 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

 

CKX LANDS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

  

2023

  

2022

 
  
Revenues:  

Oil and gas

 $141,714  $99,202  $224,142  $149,347  $101,361  $141,714  $150,556  $224,142 

Timber sales

 88,637  49,414  110,379  102,941  10,782  88,637  12,683  110,379 

Surface revenue

 70,280  53,107  138,442  94,728  258,237  70,280  372,903  138,442 

Surface revenue - related party

  9,583   9,583   19,167   19,166   -   9,583   -   19,167 

Total revenue

  310,214   211,306   492,130   366,182   370,380   310,214   536,142   492,130 
Costs, expenses and (gains):  

Oil and gas costs

 14,615  9,445  20,350  17,666  10,291  14,615  19,229  20,350 

Timber costs

 2,950  4,255  3,185  5,213  2,706  2,950  3,963  3,185 

Surface costs

 0  0  5,129  0  225  -  225  5,129 

General and administrative expense

 597,295  148,316  769,643  251,399  253,991  597,295  901,294  769,643 

Depreciation expense

 683  503  1,190  1,010  1,065  683  2,130  1,190 

Gain on sale of land

  0   (184,045)  0   (590,265)  -   -   (149,992)  - 

Total costs, expenses and (gains)

  615,543   (21,526)  799,497   (314,977)  268,278   615,543   776,849   799,497 

Income (loss) from operations

  (305,329)  232,832   (307,367)  681,159   102,102   (305,329)  (240,707)  (307,367)
  

Interest income

 3,849  4,787  6,455  9,453  35,535  3,849  61,493  6,455 

Miscellaneous income

  259   0   3,282   0   -   259   -   3,282 

Income (loss) before income taxes

  (301,221)  237,619   (297,630)  690,612 
Federal and state income tax expense: 

Income (Loss) income before income taxes

  137,637   (301,221)  (179,214)  (297,630)
Federal and state income tax expense (benefit): 

Current

  (24,530)  63,271   (25,679)  89,457  -  (24,530) -  (25,679)

Deferred

  34,409   -   (44,803)  - 

Total income taxes

  (24,530)  63,271   (25,679)  89,457   34,409   (24,530)  (44,803)  (25,679)

Net income (loss)

 $(276,691) $174,348  $(271,951) $601,155  $103,228  $(276,691) $(134,411) $(271,951)
  

Basic and diluted earnings per share

 $(0.14) $0.09  $(0.14) $0.31 

Weighted average shares outstanding, basic and diluted

 1,945,555  1,942,495  1,945,555  1,942,495 
Net income (loss) per share: 

Basic

 $0.05  $(0.14) $(0.07) $(0.14)

Diluted

 $0.05  $(0.14) $(0.07) $(0.14)
 

Weighted-average shares used in per share calculation:

  

Basic

 1,974,427  1,945,555  1,974,427  1,945,555 

Diluted

 2,285,223  1,945,555  1,974,427  1,945,555 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

 

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED JUNE 30, 20222023 AND 20212022

(Unaudited)

 

  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, March 31, 2022

  1,942,495  $59,335  $0  $0  $16,551,592  $16,610,927 

Issuances under share-based compensation

  31,584   -   0   0   0   0 

Share-based compensation

  -   0   0   414,291   0   414,291 

Repurchases of common stock

  -   0   (131,335)  0   0   (131,335)

Net loss

  -   0   0   0   (276,691)  (276,691)

Balances, June 30, 2022

  1,974,079  $59,335  $(131,335) $414,291  $16,274,901  $16,617,192 
  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, March 31, 2023

  1,988,701  $59,335  $(176,592) $2,835,007  $14,991,495  $17,709,245 

Share-based compensation

  -   -   -   104,359   -   104,359 

Net loss

  -   -   -   -   103,228   103,228 

Balances, June 30, 2023

  1,988,701  $59,335  $(176,592) $2,939,366  $15,094,723  $17,916,832 

 

  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, March 31, 2021

  1,942,495  $59,335  $0  $0  $16,154,310  $16,213,645 

Net income

  -   0   0   0   174,348   174,348 

Balances, June 30, 2021

 $1,942,495  $59,335  $0  $0  $16,328,658  $16,387,993 
  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, March 31, 2022

  1,942,495  $59,335  $-  $-  $16,551,592  $16,610,927 

Issuances under share-based compensation

  31,584   -   -   -   -   - 

Share-based compensation

  -   -       414,291   -   414,291 

Repurchases of common stock

  -   -   (131,335)  -   -   (131,335)

Net loss

  -   -   -   -   (276,691)  (276,691)

Balances, June 30, 2022

 $1,974,079  $59,335  $(131,335) $414,291  $16,274,901  $16,617,192 

 

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 20222023 AND 20212022

(Unaudited)

 

  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, December 31, 2021

  1,942,495  $59,335  $0  $0  $16,546,852  $16,606,187 

Issuances under share-based compensation

  31,584   0   0   0   0   0 

Share-based compensation

  -   0   0   414,291   0   414,291 

Repurchases of common stock

  -   0   (131,335)  0   0   (131,335)

Net loss

  -   0   0   0   (271,951)  (271,951)

Balances, June 30, 2022

  1,974,079  $59,335  $(131,335) $414,291  $16,274,901  $16,617,192 
  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, December 31, 2022

  1,988,701  $59,335  $(176,592) $2,308,537  $15,229,134  $17,420,414 

Share-based compensation

  -   -   -   630,829   -   630,829 

Net loss

  -   -   -   -   (134,411)  (134,411)

Balances, June 30, 2023

  1,988,701  $59,335  $(176,592) $2,939,366  $15,094,723  $17,916,832 

 

  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

�� 

Capital

  

Earnings

  

Equity

 

Balances, December 31, 2020

  1,942,495  $59,335  $0  $0  $15,727,503  $15,786,838 

Net income

  -   0   0   0   601,155   601,155 

Balances, June 30, 2021

  1,942,495  $59,335  $0  $0  $16,328,658  $16,387,993 
  

Common Stock

      

Additional Paid-In

  

Retained

  

Total

 
  

Shares

  

Amount

  

Treasury Stock

  

Capital

  

Earnings

  

Equity

 

Balances, December 31, 2021

  1,942,495  $59,335  $-  $-  $16,546,852  $16,606,187 

Issuances under share-based compensation

  31,584   -   -   -   -   - 

Share-based compensation

  -   -   -   414,291   -   414,291 

Repurchases of common stock

  -   -   (131,335)  -   -   (131,335)

Net loss

  -   -   -   -   (271,951)  (271,951)

Balances, June 30, 2022

  1,974,079  $59,335  $(131,335) $414,291  $16,274,901  $16,617,192 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

 

CKX LANDS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended

  

Six Months Ended

 
 

June 30,

  

June 30,

 
 

2022

  

2021

  

2023

  

2022

 
CASH FLOWS FROM OPERATING ACTIVITIES  

Net income (loss)

 $(271,951) $601,155 
Adjustments to reconcile net income to net cash used in operating activities: 

Net loss

 $(134,411) $(271,951)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: 

Depreciation expense

 1,190  1,010  2,130  1,190 

Depletion expense

 174  430  85  174 

Deferred income tax benefit

 (44,803) - 

Gain on sale of land

 0  (590,265) (149,992) - 

Unrealized (gain) loss on equity investment in mutual funds

 504  (38)

Unrealized (gain) loss on equity investment on certificates of deposit

 -  504 

Share-based compensation

 414,291  0  630,829  414,291 

Changes in operating assets and liabilities:

  

(Increase) decrease in current assets

 (204,138) (33,613) (48,546) (204,138)

Increase (decrease) in current liabilities

  (79,349)  (42,697)  (151,107)  (79,349)

Net cash used in operating activities

  (139,279)  (64,018)

Net cash provided by (used in) operating activities

  104,185   (139,279)
  

CASH FLOWS FROM INVESTING ACTIVITIES

  

Purchases of mutual funds

 (538) (124) -  (538)

Maturity of certificates of deposit

 1,004,603  - 

Purchase of property and equipment

 (12,835) 0  -  (12,835)

Costs of reforesting timber

 (16,462) (14,114) (20,735) (16,462)

Proceeds from the sale of fixed assets

  0   745,237   149,992   - 

Net cash (used in) provided by investing activities

  (29,835)  730,999 

Net cash provided by (used in) investing activities

  1,133,860   (29,835)
  

CASH FLOWS FROM FINANCING ACTIVITIES

  

Repurchases of common stock

  (131,335)  0   -   (131,335)

Net cash used in investing activities

  (131,335)  0 

Net cash used in financing activities

  -   (131,335)
  

NET CHANGE IN CASH AND CASH EQUIVALENTS

 (300,449) 666,981  1,238,045  (300,449)

Cash and cash equivalents, beginning of the period

  7,409,873   6,463,255   7,148,207   7,409,873 

Cash and cash equivalents, end of the period

 $7,109,424  $7,130,236  $8,386,252  $7,109,424 
  

SUPPLEMENTAL CASH FLOW INFORMATION

  

Cash paid for interest

 $0  $0  $-  $- 

Cash paid for income taxes

 $16,947  $51,423  $-  $16,947 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

 

CKX LANDS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

The “Company,” “we,” “us,” and “our,” refer to CKX Lands, Inc.

 

 

Note 1:Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies and Recent Accounting Pronouncements

 

Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These financial statements should be read in conjunction with our audited financial statements and notes thereto for the fiscal year ended December 31, 20212022 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 20222023 are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

 

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.

 

Risks and Uncertainties

 

On March 11, 2020, the WHO declared COVID-19 a pandemic. While the Company didhas not incurincurred significant disruptions to its operations during 2021 and in 2022 to date from COVID-19, it is unable at this time to predict the impact that COVID-19 or new variants of the novel coronavirus will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business.

 

Concentration of Credit Risk

 

The Company maintains its cash balances in seven financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation’s insured limit of $250,000. The Company has not experienced any losses in such accounts and management believes the Company is not exposed to any significant credit risk on its cash balances.

 

Impairment of Long-lived Assets

 

Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the year ended December 31, 2021,2022, the Company performed a step zero impairment analysis on furniture and fixtures and land improvementsits long-lived assets and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2023 and 2022, and 2021.

respectively.

 

Share-Based Compensation

 

We maintain one active incentive compensation plan: the 2021 Stock Incentive Plan (the Plan). The Plan provides for the issuance of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) to certain of our employees, non-employee directors and consultants.

 

For awards that are subject to market conditions, we utilize a binomial-lattice model (i.e., Monte Carlo simulation model), to determine the fair value. The Monte Carlo simulation model utilizes multiple input variables to determine the share-based compensation expense. For grants with market conditions madeNo shares were granted during the six months ended June 30, 2022, we utilized an annualized volatility of 39.6%, a 0% dividend yield and an annual risk-free interest rate of 3.5% each determined over a period consistent with the performance period associated with the awards with market conditions. The volatility was based on the last five-year period of our stock performance. The stock price projection for us assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance measurement period.2023.

 

1

 

Share-based compensation expense related to RSUs and PSUs are expensed over the grant date to the end of the requisite service period using the straight-line method. PSUs are expensed over the grant date to the end of the requisite service period using a model-driven derived service period based upon the median of the price projection scenarios for each performance trigger. The RSUs and PSUs do not have voting rights. We calculate the fair value of our share-based awards on the date of grant.

 

Basic and Diluted Earnings per shareShare

 

Net earnings per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income per share excludes all potential common shares if their effect is anti-dilutive. For the six months ended June 30, 2023, dilutive shares attributable to 310,794 restricted stock units and performance shares were excluded in the calculation of diluted earnings per share, as their effect is anti-dilutive due to the Company's net loss for such period. For the three months ended June 30, 2023, dilutive shares attributable 310,794 restricted stock units and performance shares were included in the calculation of diluted earnings per share. For the three and six months ended June 30, 2022, potentially dilutive shares totaling to 325,416 RSU and PSU shares were excluded in the calculation of diluted earnings per share, as their effect is anti-dilutive due to the Company's net loss for such periods. There were no dilutive shares outstanding for the three and six months ended June 30, 2021.

 

Dividends

 

The Company does not currently pay dividends on a regular basis. In determining whether to declare a dividend, the Board of Directors takes into account the Company’s prior fiscal year’s cash flows from operations and the current economic conditions, among other information deemed relevant. Dividends paid per common stock are based on the weighted average number of common stock shares outstanding during the period. No dividends were declared during the six months ended June 30, 2023 and 2022, and 2021.respectively.

 

Pursuant to a dividend reversion clause in the Company’s Articles of Incorporation, dividends not claimed within one year after the dividend becomes payable will expire and revert in full ownership to the Company and the Company’s obligation to pay such dividend will cease. Any dividend reversions are recorded in equity upon receipt.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016 - 13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. This standard was effective for the Company as of January 1, 2023. There was no impact on our financial statements at adoption.

There are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 

Note 2:Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

 

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

 

2

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it was practical to estimate that value:

 

Class

Methods and/or Assumptions

Cash and cash equivalents:

Carrying value approximates fair value due to its readily convertible characteristic.

Equity Investment in mutual funds:

2

Class and Methods and/or Assumptions

Cash and cash equivalents: Carrying value approximates fair value due to its readily convertible characteristic.

Certificates of deposit: Carrying value adjusted to and presented at fair market value.

 

The estimated fair values of the Company's financial instruments are as follows:

 

     

June 30, 2022

  

December 31, 2021

 

Financial Assets:

 

Level

  

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 
                    

Cash and cash equivalents

 1  $7,109,424  $7,109,424  $7,409,873  $7,409,873 

Equity investment in mutual funds

 1   505,144   502,866   504,606   502,832 

Total

    $7,614,568  $7,612,290  $7,914,479  $7,912,705 

     

June 30, 2023

  

December 31, 2022

 

Financial Assets:

 

Level

  

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 
                    

Cash and cash equivalents

 2  $8,386,252  $8,386,252  $7,148,207  $7,148,207 

Certificates of deposit

 2   -   -   1,004,603   999,919 

Total

    $8,386,252  $8,386,252  $8,152,810  $8,148,126 

 

 

Note 3:Property and Equipment

Property and Equipment

 

Property and equipment consisted of the following:

 

 

June 30,

 

December 31,

  

June 30,

  

December 31,

 
 

2022

  

2021

  

2023

  

2022

 
  

Land

 $6,815,711  $6,815,147  $6,815,711  $6,815,711 

Timber

 2,231,273  2,214,985  2,251,215  2,230,564 

Equipment

  120,873   108,602   120,872   120,873 
 9,167,857  9,138,734  9,187,798  9,167,148 

Accumulated depreciation

  (83,686)  (82,496)  (89,666)  (87,536)

Total

 $9,084,171  $9,056,238  $9,098,132  $9,079,612 

 

During the six months ended June 30, 20222023 and 2021,2022, the Company had a gain on sale of land of $0$149,992 and $590,265,$0, respectively.

 

Depreciation expense was $1,190$2,130 and $1,010$1,190 for the six months ended June 30, 2023 and 2022, and 2021.respectively.

 

Depletion expense was $174$85 and $430$174 for the six months ended June 30, 2023 and 2022, and 2021, respectively.

 

 

Note 4:Segment Reporting

Segment Reporting

 

The Company’s operations are classified into three principal operating segments that are all located in the United States: oil and gas, timber and surface. The Company’s reportable business segments are strategic business units that offer income from different products. They are managed separately due to the unique aspects of each area.

 

3

 

The tables below present financial information for the Company’s three operating business segments:

 

 

Six Months Ended

June 30,

  

Year Ended

December 31,

  

Six Months Ended

June 30,

  

Year Ended

December 31,

 
 

2022

  

2021

  

2023

  

2022

 
Identifiable Assets, net of accumulated depreciation  

Timber

 $2,231,273  $2,214,985  $2,251,215  $2,230,564 

General corporate assets

  14,755,470   14,840,102   15,781,686   15,457,026 

Total

  16,986,743   17,055,087   18,032,901   17,687,590 
  
Capital expenditures:  

Timber

 $16,462  $18,606  $20,735  $16,461 

Surface

 565  4,063  -  564 

General corporate assets

  12,270   0   -   12,271 

Total segment costs and expenses

 $29,297  $22,669  $20,735  $29,296 
  
Depreciation and depletion  

Oil and gas

 $0  $0  $-  $- 

Timber

 174  563  85  883 

General corporate assets

  1,190   2,027   2,130   5,039 

Total

 $1,364  $2,590  $2,215  $5,922 

 

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2022

  

2021

  

2022

  

2021

 

Revenues:

                

Oil and gas

 $141,714  $99,202  $224,142  $149,347 

Timber sales

  88,637   49,414   110,379   102,941 

Surface revenue

  79,863   62,690   157,609   113,894 

Total segment revenues

  310,214   211,306   492,130   366,182 
                 

Cost and expenses:

                

Oil and gas costs

  14,615   9,445  $20,350  $17,666 

Timber costs

  2,950   4,255   3,185   5,213 

Surface costs

  0       5,129   0 

Total segment costs and expenses

  17,565   13,700   28,664   22,879 
                 

Net income from operations:

                

Oil and gas

  127,099   89,757  $203,792  $131,681 

Timber

  85,687   45,159   107,194   97,728 

Surface

  79,863   62,690   152,480   113,894 

Total segment net income from operations

  292,649   197,606   463,466   343,303 

Unallocated other income (expense) before income taxes

  (593,870)  40,013   (761,096)  347,309 

Income (loss) before income taxes

 $(301,221) $237,619  $(297,630) $690,612 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2023

  

2022

  

2023

  

2022

 
Revenues:                

Oil and gas

 $101,361  $141,714  $150,556  $224,142 

Timber sales

  10,782   88,637   12,683   110,379 

Surface revenue

  258,237   79,863   372,903   157,609 

Total segment revenues

  370,380   310,214   536,142   492,130 
                 
Cost and expenses:                

Oil and gas costs

  10,291   14,615  $19,229  $20,350 

Timber costs

  2,706   2,950   3,963   3,185 

Surface costs

  225   -   225   5,129 

Total segment costs and expenses

  13,222   17,565   23,417   28,664 
                 
Net income (loss) from operations:                

Oil and gas

  91,070   127,099  $131,327  $203,792 

Timber

  8,076   85,687   8,720   107,194 

Surface

  258,012   79,863   372,678   152,480 

Total segment net income from operations

  357,158   292,649   512,725   463,466 

Unallocated other income (expense) before income taxes

  (219,521)  (593,870)  (691,938)  (761,096)

Income (loss) before income taxes

 $137,637  $(301,221) $(179,213) $(297,630)

 

There are no intersegment sales reported in the accompanying statements of operations. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the Company’s Form 10-K for the year ended December 31, 2021.2022. The Company evaluates performance based on income or loss from operations before income taxes excluding any nonrecurring gains and losses. Income before income tax represents net revenues less costs and expenses less other income and expenses of a general corporate nature. Identifiable assets by segment are those assets used solely in the Company's operations within that segment.

 

 

Note 5:Income Taxes

Income Taxes

 

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in federal and state income tax returns for the tax returns that remain subject to examination. Generally, returns are subject to examination for three years after filing. The Company believes that all filing positions are highly certain and that all income tax filing positions and deductions would be sustained upon a taxing jurisdiction’s audit. Therefore, no reserve for uncertain tax positions is required. No interest or penalties have been levied against the Company and none are anticipated.

 

4

 

 

Note 6:Related Party Transactions

Related Party Transactions

 

The Company and Stream Wetlands Services, LLC (“Stream Wetlands”) were parties to an option to lease agreement dated April 17, 2017 (the “OTL”). The OTL provided Stream Wetlands an option to lease certain lands from the Company, subject to the negotiation and execution of a mutually acceptable lease form. On February 28, 2022, the Company exercised the OTL and entered into a 25-year lease in exchange for a one-time payment by Stream Wetlands of $38,333. The terms of the lease provide for formulaic contingent payments to the Company based on the amount of revenue threshold. William Gray Stream, the President and a director of the Company, is the president of Stream Wetlands.

 

The Company’s President is also the President of Matilda Stream Management Inc. Matilda Stream Management(“MSM”) and the Chief Financial Officer is the Chief Investment Officer of MSM. MSM provides administrative and accounting services to the Company for no compensation.

 

Surface revenue-related party was $19,167$0 and $19,166$19,167 for the six months ended June 30, 2023 and 2022, and 2021, respectively. All of these amounts wereThe latter amount was attributable to the OTL with Stream Wetlands described above.

 

 

Note 7:Concentrations

Concentrations

 

Revenue from the Company's five largest customers for the threesix months ended June 30, 20222023 and 2021,2022, respectively were:

 

  

Six Months Ended June 30,

   

Six Months Ended June 30,

 

Count

  

2022

  

2021

   

2023

  

2022

 
1  $63,096  $54,300   $175,020  $63,096 
2  56,089  49,324   32,884  56,089 
3  34,872  28,679   25,559  34,872 
4  34,003  26,644   24,034  34,003 
5  33,073  24,535   23,660  33,073 

 

 

Note 8:Share-Based Compensation

Share-Based Compensation

 

During the six monthsyear ended June 30,December 31, 2022, the Company issuedgranted to certain employees an aggregate of 76,755 RSUsrestricted stock units that vest over a three-year period through July 15, 2024 and 280,245 PSUsperformance shares that vest upon achievement of certain stock price hurdles as measured during the period from July 15, 2020 through July 15, 2024. Each of the time-based and market-condition awards are subject to the recipient’s continued service with us, the terms and conditions of our stock incentive plan and the applicable award agreement. No awards were issued in 2021. As of the date of grant,June 30, 2023, 14,622 restricted stock units and 31,584 PSUs wereperformance shares vested and the underlying shares were issued to employees.

 

The share-based compensation expense recognized is included in general and administrative expense in the consolidated statements of operations. The total fair value of the awards were $2,794,169was $3,374,002 of which $2,379,878$434,636 was unrecognized stock-based compensation expense as of June 30, 2022.2023.

 

The plan participants elected to have the Company withhold 10,16614,274 shares of the 31,58446,206 shares earned to cover the employee payroll tax withholdings for the vested shares earned during the three-monthtwelve-month period ended June 30,December 31, 2022. These shares are reported as treasury stock on the balance sheet.

 

The share-based compensation expense recognized by award type was $19,496$209,864 and $394,795$420,965 for RSUsrestricted stock units and PSUs,performance shares, respectively, for the six months ended June 30, 2022.2023.

 

 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, 20212022 and the related Managements Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, filed on March 28, 2022.31, 2023.

5

 

Cautionary Statement

 

This Management’s Discussion and Analysis includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like “believe,” “expect,” “plan,” “estimate,” “anticipate,” “intend,” “project,” “will,” “predicts,” “seeks,” “may,” “would,” “could,” “potential,” “continue,” “ongoing,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from our predictions, including those risks described in our Annual Report on Form 10-K, this Form 10-Q and in our other public filings. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

5

 

Overview

 

CKX Lands, Inc., a Louisiana corporation, began operations in 1930 under the name Calcasieu Real Estate & Oil Co., Inc. It was originally organized as a spin-off by a bank operating in southwest Louisiana. The purpose of the spin-off was to form an entity to hold non-producing mineral interests which regulatory authorities required the bank to charge off. Over the years, as some of the mineral interests began producing, the Company used part of the proceeds to acquire land. In 1990, the Company made its largest acquisition when it was one of four purchasers who bought a fifty percent undivided interest in approximately 35,575 acres in southwest Louisiana.

 

Today the Company’s income is derived from mineral royalties, timber sales and surface payments from its lands. CKX receives income from royalty interests and mineral leases related to oil and gas production, timber sales, land sales and surface rents. Although CKX is active in the management of its land and planting and harvesting its timber, CKX is passive in the production of income from oil and gas production in that CKX does not explore for oil and gas or operate wells. These oil and gas activities are performed by unrelated third parties.

 

CKX leases its property to oil and gas operators and collects income through its land ownership in the form of oil and gas royalties and lease rentals and geophysical revenues. The Company’s oil and gas income fluctuates as new oil and gas production is discovered on Company land and then ultimately depletes or becomes commercially uneconomical to produce. The volatility in the daily commodity pricing of a barrel of oil or a thousand cubic feet, or “MCF,” of gas will also cause fluctuations in the Company’s oil and gas income. These commodity prices are affected by numerous factors and uncertainties external to CKX’s business and over which it has no control, including the global supply and demand for oil and gas, the effect of the COVID-19 pandemic and government responses to the pandemic on supply and demand, geopolitical conditions and domestic and global economic conditions, among other factors.

 

CKX has small royalty interests in 20 different producing oil and gas fields. The size of each royalty interest is determined by the Company’s net ownership in the acreage unit for the well. CKX’s royalty interests range from 0.0045% for the smallest to 7.62% for the largest. As the Company does not own or operate the wells, it does not have access to any reserve information. Eventually, the oil and gas reserves under the Company’s current land holdings will be depleted.

 

Timber income is derived from sales of timber on Company lands. The Company’s timber income will fluctuate depending on our ability to secure stumpage agreements in the regional markets, timber stand age, and/or stumpage commodity prices. Timber is a renewable resource that the Company actively manages.

 

Surface income is earned from various recurring and non-recurring sources. Recurring surface income is earned from lease arrangements for farming, recreational and commercial uses. Non-recurring surface income can include such activities as pipeline right of ways, and temporary worksite rentals.

 

In managing its lands, the Company relies on and has established relationships with real estate, forestry, environmental and agriculture consultants as well as attorneys with legal expertise in general corporate matters, real estate, and minerals.

 

The Company actively searches for additional real estate for purchase in Louisiana with a focus on southwest Louisiana and on timberland and agricultural land. When evaluating unimproved real estate for purchase, the Company will consider numerous characteristics including but not limited to, timber fitness, agriculture fitness, future development opportunities and/or mineral potential. When evaluating improved real estate for purchase, the Company will consider characteristics including, but not limited to, geographic location, quality of existing revenue streams, and/or quality of the improvements.

 

The Company’s Board of Directors regularly evaluates a range of strategic alternatives that could increase shareholder value, and the Board and management conduct due diligence activities in connection with such alternatives. These include opportunities for growth though the acquisitions of land or other assets, business combinations, dispositions of assets and reinvestment of the proceeds, and other alternatives. We cannot assure you that the Board’s evaluations or the Company’s due diligence activities will result in any transaction or other course of action.

 

6

Recent Developments

 

In the first quarter of 2019, the Company began developing several ranchette-style subdivisions on certain of its lands in Calcasieu and Beauregard Parishes using existing road rights of way.  The Company has identified demand in those areas for ranchette-style lots, which consist of more than three acres each, and the Board of Directors and management believe this project will allow the Company to realize a return on its investment in the applicable lands after payment of expenses.  The Company has completed and recorded platsplans for three subdivisions.  The three subdivisions are located on approximately 415 acres in Calcasieu Parish and approximately 160 acres in Beauregard Parish, and contain an aggregate of 39 lots.  As of June 30, 2022,2023, the Company has closed on the sale of 21 of the 39 lots. As of the date of this report, no sales were pending, and the Company is actively marketing the remaining lots.

6

 

The Company is working to identify additional undeveloped acres owned by the Company in Southwest Louisiana that would likewise be suitable for residential subdivisions.

 

During the first six months of 2023, the Company closed on the sale of two 40-acre parcels located in Jefferson Davis Parish in which it had a 16.67% ownership interest (13.3 net acres) for proceeds to the Company of $149,992.

Results of Operations

 

Summary of Results

 

The Company’s results of operations for the six months ended June 30, 20222023 were driven primarily by an increasea decrease in oil and gas and timber revenue and surface revenueshigher general and administrative expenses, offset by an increase in generalsurface revenues. The increase in surface revenues was primarily attributable to higher oil and administrative expenses.gas delay rentals as well as a new pipeline right-of-way agreement. The increase in general and administrative expenses is primarily due to an increase in officerstock compensation expense, offset by a decrease in commissions, property taxes and payroll expenses, audit fees and legal fees.expenses.

 

Revenue Three Months Ended June 30, 20222023

 

Total revenues for the three months ended June 30, 20222023 were $310,214,$370,380, an increase of approximately 46.8%19% when compared with the same period in 2021.2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended June 30, 20222023 as compared to 2021,2022, are as follows:

 

 

Three Months Ended June 30,

          

Three Months Ended June 30,

        
 

2022

  

2021

  

Change from
Prior Year

  

Percent Change
from Prior Year

  

2023

  

2022

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Revenues:

  

Oil and gas

 $141,714  $99,202  $42,512  42.9% $101,361  $141,714  $(40,353) (28.5)%

Timber

 88,637  49,414  39,223  79.4% 10,782  88,637  (77,855) (87.8)%

Surface

  79,863   62,690  17,173  27.4%  258,237   79,863  178,374  223.3%

Total revenues

 $310,214  $211,306  $98,908  46.8% $370,380  $310,214  $60,166  19.4%

 

Oil and Gas

 

Oil and gas revenues were 46%27% and 47%46% of total revenues for the three months ended June 30, 20222023 and 2021,2022, respectively. A breakdown of oil and gas revenues for the three months ended June 30, 20222023 as compared to the three months ended June 30, 20212022 is as follows:

 

 

Three Months Ended June 30,

          

Three Months Ended June 30,

        
 

2022

  

2021

  

Change from
Prior Year

  

Percent Change
from Prior Year

  

2023

  

2022

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Oil

 $129,897  $88,967  $40,930  46.0%

Gas

 10,643  8,740  1,903  21.8%

Oil and gas

 $98,689  $140,540  $(41,851) (29.8)%

Lease and geophysical

  1,174   1,495  (321) (21.5)%  2,672   1,174  1,498  127.6%

Total revenues

 $141,714  $99,202  $42,512  42.9% $101,361  $141,714  $(40,353) (28.5)%

 

CKX received oil and/or gas revenues from 6564 and 6665 wells during the three months ended June 30, 2023 and 2022, respectively.

Oil and 2021, respectively.gas revenues decreased for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, by $41,851. The decrease was due to a decrease in the net oil produced, a decrease in the average sales prices partially offset by an increase in net gas produced.

Lease and geophysical revenues increased for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, by $1,498. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

 

7

 

The following schedule summarizes barrelsTimber

Timber revenue was $10,782 and MCF produced and average price per barrel and per MCF$88,637 for the three months ended June 30, 2023 and 2022, and 2021:respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.

 

  

Three Months Ended

 
  

June 30,

 
  

2022

  

2021

 

Net oil produced (Bbl)(2)

  1,302   1,569 

Average oil sales price (per Bbl)(1,2)

 $99.77  $56.70 

Net gas produced (MCF)

  1,807   2,828 

Average gas sales price (per MCF)(1)

 $5.89  $3.09 

Surface

(1)

Before deduction of production costs and severance taxes

(2)

Excludes plant products

 

OilSurface revenues increased for the three months ended June 30, 2022,2023, as compared to the three months ended June 30, 2021,2022, by $40,930. Gas$178,374. The increase in surface revenue was due primarily to the receipt of pipeline right-of-way payments associated with a new agreement signed with a natural gas gathering customer, as well as an increase in oil and gas delay rentals, which provide for payments by our lessees to postpone drilling operations during the primary term of the lease to keep the lease in effect, partially offset by a reduction in hunting leases on the Company’s property.

Revenue Six Months Ended June 30, 2023

Total revenues increased for the threesix months ended June 30, 2023 were $536,142, an increase of approximately 9% when compared with the same period in 2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the six months ended June 30, 2023 as compared to 2022, are as follows:

  

Six Months Ended June 30,

         
  

2023

  

2022

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Revenues:

                

Oil and gas

 $150,556  $224,142  $(73,586)  (32.8)%

Timber sales

  12,683   110,379   (97,696)  (88.5)%

Surface revenue

  372,903   157,609   215,294   136.6%

Total revenues

 $536,142  $492,130  $44,012   8.9%

Oil and Gas

Oil and gas revenues were 28% and 46% of total revenues for the six months ended June 30, 2023 and 2022, respectively. A breakdown of oil and gas revenues for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 is as follows:

  

Six Months Ended June 30,

         
  

2023

  

2022

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Oil and gas

 $143,727  $221,257  $(77,530)  (35.0)%

Lease and geophysical

  6,829   2,885   3,944   136.7%

Total revenues

 $150,556  $224,142  $(73,586)  (32.8)%

CKX received oil and/or gas revenues from 66 and 67 wells during the six months ended June 30, 2023 and 2022, respectively.

Oil and gas revenues decreased for the six months ended June 30, 2023, as compared to the same period in 2021,six months ended June 30, 2022, by $1,903. As indicated from the schedule above, the increase in oil revenues$77,530. The decrease was due to an increase in the average oil sales price per barrel partially offset by a decrease in the net oil produced. The increase inand gas revenues was due to an increase in average gas sales price per MCF partially offset byproduced as well as a decrease in net gas produced.the average sales price.

 

Lease and geophysical revenues decreasedincreased for the threesix months ended June 30, 2023, as compared to the six months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $321.$3,944. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

 

Timber

 

Timber revenue was $88,637$12,683 and $49,414$110,379 for the threesix months ended June 30, 20222023 and 2021,2022, respectively. The increasedecrease in timber revenues was due to normal business variations in timber customers’ harvesting.

 

Surface

 

Surface revenues increased for the threesix months ended June 30, 2022,2023, as compared to the three months ended June 30, 2021, by $17,173. This increase is due to a one-time oil and gas delay rental from an operator to postpone commencement of drilling during the primary term of lease, multiple one-time right of way income, and new surface leases.

Revenue – Six Months Ended June 30, 2022

Total revenues for the six months ended June 30, 2022, were $492,130,by $215,294. The increase in surface revenue was due to an increase of approximately $125,948 when compared with the same period in 2021. Total revenue consists of oil and gas timber,delay rentals and surface revenues. Components of revenues forleases, partially offset by a reduction in hunting leases on the six months ended June 30, 2022 as compared to 2021, are as follows:Company’s property.

  

Six Months Ended June 30,

         
  

2022

  

2021

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Revenues:

                

Oil and gas

 $224,142  $149,347  $74,795   50.1%

Timber sales

  110,379   102,941   7,438   7.2%

Surface revenue

  157,609   113,894   43,715   38.4%

Total revenues

 $492,130  $366,182  $125,948   34.4%

 

8

Oil and Gas

Oil and gas revenues were 46% and 41% of total revenues for the six months ended June 30, 2022 and 2021, respectively. A breakdown of oil and gas revenues for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 is as follows:

  

Six Months Ended June 30,

         
  

2022

  

2021

  

Change from
Prior Year

  

Percent Change
from Prior Year

 

Oil

 $196,832  $125,446  $71,386   56.9%

Gas

  24,425   21,661   2,764   12.8%

Lease and geophysical

  2,885   2,240   645   28.8%

Total revenues

 $224,142  $149,347  $74,795   50.1%

CKX received oil and/or gas revenues from 67 and 69 wells during the six months ended June 30, 2022 and 2021, respectively.

The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF for the six months ended June 30, 2022 and 2021:

  

Six Months Ended

 
  

June 30,

 
  

2022

  

2021

 

Net oil produced (Bbl)(2)

  2,149   2,322 

Average oil sales price (per Bbl)(1,2)

 $91.59  $54.02 

Net gas produced (MCF)

  4,608   7,284 

Average gas sales price (per MCF)(1)

 $5.30  $2.97 

(1)

Before deduction of production costs and severance taxes

(2)

Excludes plant products

Oil revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $71,386. Gas revenues increased for the six months ended June 30, 2022, as compared to the same period in 2021, by $2,764. As indicated from the schedule above, the increase in oil revenues was due to an increase in the average oil sales price per barrel partially offset by a decrease in net oil produced. The increase in gas revenues was due to an increase in the average price per MCF partially offset by net gas produced.

Lease and geophysical revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $645. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

Timber

Timber revenue was $110,379 and $102,941 for the six months ended June 30, 2022 and 2021, respectively. The increase in timber revenues was due to normal business variation in timber customers’ harvesting.

Surface

Surface revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $43,715. This increase is due to multiple one-time oil and gas delay rentals from operators to postpone commencement of drilling during the primary term of lease, income from multiple one-time right of way payments, and new surface leases.

 

Costs and Expenses – Three and Six Months Ended June 30, 20222023

 

Oil and gas costs increaseddecreased for the three and six months ended June 30, 20222023 as compared to the three and six months ended June 30, 20212022 by $5,170,$4,324, and $2,684,$1,121, respectively. These variances are due to the normal variations in year to year costs.

 

Timber costs decreased for the three months ended June 30, 2022,2023, as compared to the three months ended June 30, 2021,2022, by $1,305.$244. Timber costs increased for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, by $778. Timber costs are related to timber revenue. The increase is primarily due to increased timber management costs.

Surface costs increased for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, by $225. Surface costs decreased for the six months ended June 30, 2022,2023, as compared to the six months ended June 30, 2021,2022, by $2,028. Timber costs are related$4,904. This is primarily due to timber revenue.the timing of land repair and maintenance expenses incurred during the first two quarters of 2022, which were not incurred in 2023.

 

General and administrative expenses increaseddecreased for the three months ended June 30, 2022,2023, as compared to the three months ended June 30, 2021,2022, by $448,979.$343,305. This is primarily due to an increasea decrease in officerstock compensation and payroll expenses.expense as the PSU expense was fully recognized in the first quarter of 2023. General and administrative expenses increased for the six months ended June 30, 2022,2023, as compared to the six months ended June 30, 20212022 by $518,244.$131,650. This is primarily due to an increase in officerstock compensation expense, offset by a decrease in commissions, property taxes and payroll expenses, auditing fees and legal fees.expenses.

9

 

Gain on Sale of Land – Three and Six Months Ended June 30, 20222023

 

Gain on sale of land was $0$149,992 and $184,045$0 for the three months ended June 30, 2022 and 2021, respectively. Gain on sale of land was $0 and $590,265 for the six months ended June 30, 20222023 and 2021,2022, respectively. For the three and six months ended June 30, 2021,2023, this consisted of a gain on sale of fourteen piecestwo parcels of land including twelve lots in subdivisions and unimproved land.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

Current assets totaled $7,902,572$8,589,916 and current liabilities equaled $181,887$116,069 at June 30, 2022.2023.

 

As of June 30, 20222023 and December 31, 2021,2022, the Company had no outstanding debt.

 

In the opinion of management, cash and cash equivalents are adequate for projected operations and possible land acquisitions.

 

The Company’s Board of Directors regularly evaluates a range of strategic alternatives that could increase shareholder value, and the Board and management conduct due diligence activities in connection with such alternatives. These include opportunities for growth though the acquisitions of land or other assets or business combinations, dispositions of assets and reinvestment of the proceeds, and other alternatives. The cost and terms of any financing to be raised in conjunction with any growth opportunity, including the Company’s ability to raise debt or equity capital on terms and at costs satisfactory to the Company, and the effect of such opportunities on the Company’s balance sheet, are critical considerations in any such evaluation.

 

Analysis of Cash Flows

 

Net cash used inprovided by (used in) operating activities was $139,279$104,185 and $64,018($139,279) for the six months ended June 30, 20222023 and June 30, 2021,2022, respectively. The changedecrease in cash used in operating activities was attributable primarily to a decrease in net income attributable to a decrease in gain on sale of land and increase in share-based compensation.loss.

 

Net cash provided by (used in) provided by investing activities was $1,133,860 and ($29,835) and $730,999 for the six months ended June 30, 2023 and 2022, and 2021, respectively.  For the six months ended June 30, 2023, this primarily resulted from maturity of certificates of deposit of $1,004,603, proceeds of the sale of fixed assets of $149,992, offset by costs of reforesting timber of $20,735. For the six months ended June 30, 2022, this primarily resulted from purchases of mutual funds of $538, purchases of property, plant and equipment of $12,835 and costs of reforesting timber of $16,462. For the six months ended June 30, 2021, this primarily resulted from proceeds from the sale of fixed assets of $745,237 offset by purchases of mutual funds of $124 and costs of reforesting timber of $14,114.

 

Net cash used in financing activities was $131,335$0 and $0$131,335 for the six months ended June 30, 20222023 and 2021,2022, respectively.  For the six months ended June 30, 2022, this resulted from repurchases of common stock of $131,335.

 

Significant Accounting Polices and Estimates

 

There were no changes in our significant accounting policies and estimates during the six months ended June 30, 20222023 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2021.2022.

9

 

Recent Accounting Pronouncements

 

See Note 1, Basis of Presentation and Recent Accounting Pronouncements, to our condensed financial statements included in this report for information regarding recently issued accounting pronouncements that may impact our financial statements.

 

Off-Balance Sheet Arrangements

 

During the six months ended June 30, 2022,2023, we dodid not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

 

ITEM 3. NOT APPLICABLE

10

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company’s principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on its evaluation, management concluded that as of June 30, 2022,2023 the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 20222023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

 

ITEMS 1 5. NOT APPLICABLE

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNOT APPLICABLE

During the second quarter of fiscal 2022, the Company repurchased shares of its common stock as follows:

 

Issuer Purchases of Equity Securities

Period

 

(a) Total Number

of Shares

Purchased(1)

  

(b) Average Price

Paid per Share

  

(c) Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs

  

(d) Maximum

Number (or

Approximate Dollar

Value) of Shares

that May yYet Be

Purchased Under

the Plans or

Programs

 

Apr. 1 – Apr 30, 2022

  --   --   --   -- 

May 1 – May 31, 2022

  --   --   --   -- 

Jun. 1 – Jun. 30, 2022

  10,166  $12.92   --   -- 

Total

  10,166  $12.92   --   -- 


(1)

 All purchases were made pursuant to the Company’s 2021 Stock Incentive Plan under which shares were withheld to satisfy tax withholding obligations. The Company does not have a share repurchase program.

 

ITEMS 3 5. NOT APPLICABLE

 

ITEM 6. EXHIBITS

 

3.1

Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Form 10-K (File No. 001-31905) for the year ended December 31, 2018 filed on March 21, 2019).

  

3.2

Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to Form 10-K (File No. 001-31905) for the year ended December 31, 2003 filed on March 19, 2004).

  

3.3

Articles of Amendment to the Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to Form 10-K (File No. 001-31905) for the year ended December 31, 2018 filed on March 21, 2019).

  

3.4

Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 001-31905) filed on August 9, 2019).

  

10.1+

First Amended and Restated Executive Employment Agreement between the Registrant and William Gray Stream dated May 9, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 001-31905) filed on May 9, 2022.

10.2+Executive Employment Agreement between the Registrant and Scott Stepp dated May 9, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K (File N. 001-31905) filed on May 9, 2022.

11

10.3+*Stock Award Agreement dated June 13, 2022 between the Registrant and Scott A. Stepp.
10.4+*Stock Award Agreement dated June 13, 2022 between the Registrant and W. Gray Stream.

31.1*

Certification of W. Gray Stream, President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

31.2*

31.2*

Certification of Scott A. Stepp, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

32.1**

Certification of W. Gray Stream, President, pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002.

10

32.2**

32.2**

Certification of Scott Stepp, Chief Financial Officer, pursuant to 18 U.S.C. Section 1320 and Section 906 of the Sarbanes-Oxley Act of 2002.

  

101.INS

101.INS

Inline XBRL Instance

  

101.SCH

101.SCH

Inline XBRL Taxonomy Extension Schema

  

101.CAL

101.CAL

Inline XBRL Taxonomy Extension Calculation

  

101.DEF

101.DEF

Inline XBRL Taxonomy Extension Definition

  

101.LAB

101.LAB

Inline XBRL Taxonomy Extension Labels

  

101.PRE

101.PRE

Inline XBRL Taxonomy Extension Presentation

  

104

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  

*

*

Filed herewith

**

Furnished herewith

+

Management contract or compensatory plan or arrangement

 


 

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 thereunto duly authorized.

 

Date: August 11, 20222023

 

CKX LANDS, INC.

 
  

By:

 
  

/s/ W. Gray Stream

 

W. Gray Stream

 

President

 

(Principal executive officer)

 

 

1312