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, 2024
☐ | 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: 2,027,032 shares of common stock are issued and outstanding as of August 6, 2024.
TABLE OF CONTENTS
Page | ||
PART I. | FINANCIAL INFORMATION | |
ITEM 1. | FINANCIAL STATEMENTS | |
BALANCE SHEETS AS OF JUNE 30, 2024 AND DECEMBER 31, 2023 (UNAUDITED) | ||
STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED) | ||
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED) | ||
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED) | ||
NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2024 (UNAUDITED) | 1 | |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 6 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
ITEM 4. | CONTROLS AND PROCEDURES | 10 |
PART II. | OTHER INFORMATION | |
ITEM 1 | LEGAL PROCEEDINGS | 11 |
ITEM 1A. | RISK FACTORS | 11 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 11 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 11 |
ITEM 4. | MINE SAFETY DISCLOSURES | 11 |
ITEM 5. | OTHER INFORMATION | 11 |
ITEM 6. | EXHIBITS | 11 |
SIGNATURES | 12 | |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CKX LANDS, INC.
BALANCE SHEETS
(unaudited)
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 7,866,811 | $ | 7,546,689 | ||||
Certificates of deposit | 1,526,680 | 1,525,173 | ||||||
Accrued accounts receivable | 136,609 | 104,741 | ||||||
Interest receivable | 32,609 | - | ||||||
Prepaid expense and other assets | 125,787 | 212,279 | ||||||
Total current assets | 9,688,496 | 9,388,882 | ||||||
Property and equipment, net | 9,093,252 | 9,095,403 | ||||||
Deferred tax asset | 168,702 | 329,121 | ||||||
Total assets | $ | 18,950,450 | $ | 18,813,406 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Trade payables and accrued expenses | $ | 219,772 | $ | 159,159 | ||||
Income tax payable | 151,404 | 151,404 | ||||||
Unearned revenue | 95,111 | 184,785 | ||||||
Total current liabilities | 466,287 | 495,348 | ||||||
Total liabilities | 466,287 | 495,348 | ||||||
Stockholders' equity: | ||||||||
| Common stock, 3,000,000 shares authorized, no par value, 2,066,044 and 2,027,032 shares issued and outstanding, respectively, as of June 30, 2024 and 2,014,283 and 1,991,337 shares issued and outstanding, respectively, as of December 31, 2023 | 59,335 | 59,335 | ||||||
Additional paid in capital | 3,361,386 | 3,150,376 | ||||||
Treasury stock, 39,012 and 22,946 shares, at cost, as of June 30, 2024 and December 31, 2023, respectively | (472,602 | ) | (263,748 | ) | ||||
Retained earnings | 15,536,044 | 15,372,095 | ||||||
Total stockholders' equity | 18,484,163 | 18,318,058 | ||||||
Total liabilities and stockholders' equity | $ | 18,950,450 | $ | 18,813,406 | ||||
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, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Revenues: | ||||||||||||||||
Oil and gas | $ | 161,148 | $ | 101,361 | $ | 243,648 | $ | 150,556 | ||||||||
Timber sales | - | 10,782 | 2,275 | 12,683 | ||||||||||||
Surface revenue | 866,286 | 258,237 | 923,360 | 372,903 | ||||||||||||
Total revenue | 1,027,434 | 370,380 | 1,169,283 | 536,142 | ||||||||||||
Costs, expenses and (gains): | ||||||||||||||||
Oil and gas costs | 12,867 | 10,291 | 23,233 | 19,229 | ||||||||||||
Timber costs | 4,838 | 2,706 | 8,821 | 3,963 | ||||||||||||
Surface costs | - | 225 | - | 225 | ||||||||||||
General and administrative expense | 503,118 | 253,991 | 1,066,159 | 901,294 | ||||||||||||
Depreciation expense | 1,065 | 1,065 | 2,130 | 2,130 | ||||||||||||
Gain on sale of land | (140,582 | ) | - | (140,582 | ) | (149,992 | ) | |||||||||
Total costs, expenses and (gains) | 381,306 | 268,278 | 959,761 | 776,849 | ||||||||||||
Income (loss) from operations | 646,128 | 102,102 | 209,522 | (240,707 | ) | |||||||||||
Interest income | 50,881 | 35,535 | 101,099 | 61,493 | ||||||||||||
Miscellaneous income | 13,747 | - | 13,747 | - | ||||||||||||
Income (loss) before income taxes | 710,756 | 137,637 | 324,368 | (179,214 | ) | |||||||||||
Federal and state income tax expense (benefit): | ||||||||||||||||
Current | - | - | - | - | ||||||||||||
Deferred | 145,478 | 34,409 | 160,419 | (44,803 | ) | |||||||||||
Total income taxes | 145,478 | 34,409 | 160,419 | (44,803 | ) | |||||||||||
Net income (loss) | $ | 565,278 | $ | 103,228 | $ | 163,949 | $ | (134,411 | ) | |||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | 0.28 | $ | 0.05 | $ | 0.08 | $ | (0.07 | ) | |||||||
Diluted | $ | 0.27 | $ | 0.05 | $ | 0.08 | $ | (0.07 | ) | |||||||
Weighted-average shares used in per share calculation: | ||||||||||||||||
Basic | 2,027,032 | 1,974,427 | 2,009,185 | 1,974,427 | ||||||||||||
Diluted | 2,063,191 | 2,036,560 | 2,045,539 | 1,974,427 | ||||||||||||
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, 2024 AND 2023
(Unaudited)
Common Stock | Additional Paid-In | Retained | Total | |||||||||||||||||||||
Shares | Amount | Treasury Stock | Capital | Earnings | Equity | |||||||||||||||||||
Balances, March 31, 2024 | 2,014,283 | $ | 59,335 | $ | (263,748 | ) | $ | 3,255,881 | $ | 14,970,766 | $ | 18,022,234 | ||||||||||||
Issuances under share-based compensation | 51,761 | - | - | - | - | - | ||||||||||||||||||
Share-based compensation | - | - | - | 105,505 | - | 105,505 | ||||||||||||||||||
Repurchases of common stock | - | - | (208,854 | ) | (208,854 | ) | ||||||||||||||||||
Net income | - | - | - | - | 565,278 | 565,278 | ||||||||||||||||||
Balances, June 30, 2024 | 2,066,044 | $ | 59,335 | $ | (472,602 | ) | $ | 3,361,386 | $ | 15,536,044 | $ | 18,484,163 | ||||||||||||
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 income | - | - | - | - | 103,228 | 103,228 | ||||||||||||||||||
Balances, June 30, 2023 | 1,988,701 | $ | 59,335 | $ | (176,592 | ) | $ | 2,939,366 | $ | 15,094,723 | $ | 17,916,832 | ||||||||||||
CKX LANDS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
Common Stock | Additional Paid-In | Retained | Total | |||||||||||||||||||||
Shares | Amount | Treasury Stock | Capital | Earnings | Equity | |||||||||||||||||||
Balances, December 31, 2023 | 2,014,283 | $ | 59,335 | $ | (263,748 | ) | $ | 3,150,376 | $ | 15,372,095 | $ | 18,318,058 | ||||||||||||
Issuances under share-based compensation | 51,761 | - | - | - | - | - | ||||||||||||||||||
Share-based compensation | - | - | - | 211,010 | - | 211,010 | ||||||||||||||||||
Repurchases of common stock | - | - | (208,854 | ) | - | - | (208,854 | ) | ||||||||||||||||
Net income | - | - | - | - | 163,949 | 163,949 | ||||||||||||||||||
Balances, June 30, 2024 | 2,066,044 | $ | 59,335 | $ | (472,602 | ) | $ | 3,361,386 | $ | 15,536,044 | $ | 18,484,163 | ||||||||||||
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 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
CKX LANDS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
2024 | 2023 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income (loss) | $ | 163,949 | $ | (134,411 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Depreciation expense | 2,130 | 2,130 | ||||||
Depletion expense | 21 | 85 | ||||||
Deferred income tax expense (benefit) | 160,419 | (44,803 | ) | |||||
Gain on sale of land | (140,582 | ) | (149,992 | ) | ||||
Share-based compensation | 211,010 | 630,829 | ||||||
Changes in operating assets and liabilities: | ||||||||
Increase in current assets | (13,977 | ) | (48,546 | ) | ||||
Decrease in current liabilities | (29,061 | ) | (151,107 | ) | ||||
Net cash provided by operating activities | 353,909 | 104,185 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Purchases of certificates of deposit | (1,500,000 | ) | - | |||||
Maturity of certificates of deposit | 1,534,485 | 1,004,603 | ||||||
Costs of reforesting timber | - | (20,735 | ) | |||||
Proceeds from the sale of fixed assets | 140,582 | 149,992 | ||||||
Net cash provided by investing activities | 175,067 | 1,133,860 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Repurchases of common stock | (208,854 | ) | - | |||||
Net cash used in financing activities | (208,854 | ) | - | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 320,122 | 1,238,045 | ||||||
Cash and cash equivalents, beginning of the period | 7,546,689 | 7,148,207 | ||||||
Cash and cash equivalents, end of the period | $ | 7,866,811 | $ | 8,386,252 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - | ||||
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
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, 2023 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2024 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.
Concentration of Credit Risk
The Company maintains its cash balances in nine 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, 2023, the Company performed a step zero impairment analysis on its 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, 2024 and 2023, 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. Awards for the maximum number of shares issuable under the Plan were made on June 13, 2022. Therefore, no further awards were made under the Plan during the six months ended June 30, 2024.
Share-based compensation expense related to RSUs 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 Share
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 three and six months ended June 30, 2024, dilutive shares attributable to 36,551 restricted stock units were included in the calculation of diluted earnings per share. For the three months ended June 30, 2023, dilutive shares attributable to 62,133 restricted stock units were included in the calculation of diluted earnings per share. 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.
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, 2024 and 2023, 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
There are various updates recently issued to the accounting literature but 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
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.
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 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, 2024 | December 31, 2023 | |||||||||||||||||||
Financial Assets: | Level | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||
Cash and cash equivalents | 2 | $ | 7,866,811 | $ | 7,866,811 | $ | 7,546,689 | $ | 7,546,689 | |||||||||||
Certificates of deposit | 2 | 1,526,680 | 1,499,234 | 1,525,173 | 1,499,675 | |||||||||||||||
Total | $ | 9,393,491 | $ | 9,366,045 | $ | 9,071,862 | $ | 9,046,364 | ||||||||||||
Note 3: | Property and Equipment |
Property and equipment consisted of the following:
June 30, | December 31, | |||||||
2024 | 2023 | |||||||
Land | $ | 6,815,711 | $ | 6,815,711 | ||||
Timber | 2,250,596 | 2,250,616 | ||||||
Equipment | 120,873 | 120,873 | ||||||
| 9,187,180 | 9,187,200 | |||||||
Accumulated depreciation | (93,928 | ) | (91,797 | ) | ||||
Total | $ | 9,093,252 | $ | 9,095,403 | ||||
During the six months ended June 30, 2024 and 2023, the Company had a gain on sale of land of $140,582 and $149,992, respectively.
Depreciation expense was $2,130 for the six months ended June 30, 2024 and 2023, respectively.
Depletion expense was $21 and $85 and for the six months ended June 30, 2024 and 2023, respectively.
Note 4: | 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.
The tables below present financial information for the Company’s three operating business segments:
Six Months Ended June 30, | Year Ended December 31, | |||||||
2024 | 2023 | |||||||
Identifiable Assets, net of accumulated depreciation | ||||||||
Timber | $ | 2,250,596 | $ | 2,250,616 | ||||
General corporate assets | 16,699,854 | 16,562,790 | ||||||
Total | 18,950,450 | 18,813,406 | ||||||
Capital expenditures: | ||||||||
Timber | $ | - | $ | 20,737 | ||||
Surface | - | - | ||||||
General corporate assets | - | - | ||||||
Total segment costs and expenses | $ | - | $ | 20,737 | ||||
Depreciation and depletion | ||||||||
Oil and gas | $ | - | $ | - | ||||
Timber | 21 | 685 | ||||||
General corporate assets | 2,130 | 4,261 | ||||||
Total | $ | 2,151 | $ | 4,946 | ||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2024 | 2023 | 2024 | 2023 | |||||||||||||
Revenues: | ||||||||||||||||
Oil and gas | $ | 161,148 | $ | 101,361 | $ | 243,648 | $ | 150,556 | ||||||||
Timber sales | - | 10,782 | 2,275 | 12,683 | ||||||||||||
Surface revenue | 866,286 | 258,237 | 923,360 | 372,903 | ||||||||||||
Total segment revenues | 1,027,434 | 370,380 | 1,169,283 | 536,142 | ||||||||||||
Cost and expenses: | ||||||||||||||||
Oil and gas costs | 12,867 | 10,291 | $ | 23,233 | $ | 19,229 | ||||||||||
Timber costs | 4,838 | 2,706 | 8,821 | 3,963 | ||||||||||||
Surface costs | - | 225 | - | 225 | ||||||||||||
Total segment costs and expenses | 17,705 | 13,222 | 32,054 | 23,417 | ||||||||||||
Net income (loss) from operations: | ||||||||||||||||
Oil and gas | 148,281 | 91,070 | $ | 220,415 | $ | 131,327 | ||||||||||
Timber | (4,838 | ) | 8,076 | (6,546 | ) | 8,720 | ||||||||||
Surface | 866,286 | 258,012 | 923,360 | 372,678 | ||||||||||||
Total segment net income from operations | 1,009,729 | 357,158 | 1,137,229 | 512,725 | ||||||||||||
Unallocated other expense before income taxes | (298,973 | ) | (219,521 | ) | (812,861 | ) | (691,938 | ) | ||||||||
Income (loss) before income taxes | $ | 710,756 | $ | 137,637 | $ | 324,368 | $ | (179,213 | ) | |||||||
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, 2023. 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 |
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.
Note 6: | 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, Stream Wetlands 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 generated from activities on the subject property by a third party, with a guaranteed minimum payment of $500,000 in the event that revenue does not meet a minimum threshold. No minimum payment is due unless and until the third party engages in activity on the subject lands, and neither the Company nor Stream Wetlands is able to determine whether that will occur. 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. (“MSM”) and the Chief Financial Officer is the Chief Investment Officer of MSM. MSM provides administrative services to the Company for no compensation.
Note 7: | Concentrations |
Revenue from the Company's five largest customers for the six months ended June 30, 2024 and 2023, respectively were:
Six Months Ended June 30, | |||||||||
Count | 2024 | 2023 | |||||||
| 1 | $ | 536,615 | $ | 175,020 | |||||
| 2 | 240,578 | 32,884 | |||||||
| 3 | 120,919 | 25,559 | |||||||
| 4 | 31,212 | 24,034 | |||||||
| 5 | 20,205 | 23,660 | |||||||
Note 8: | Share-Based Compensation |
During the year ended December 31, 2022, the Company granted to certain employees an aggregate of 76,755 restricted stock units that vest over a three-year period through July 15, 2024 and 280,245 performance 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. As of December 31, 2023, 40,204 restricted stock units and 31,584 performance shares had vested, representing a total of 71,788 issuable shares under the Plan. As of December 31, 2023, a total of 71,788 of the issuable shares had been issued to employees. During the six months ended June 30, 2024, 51,761 performance shares vested upon achievement of a certain stock price. The shares were issued on April 1, 2024. As of June 30, 2024, 40,204 restricted stock units and 83,345 performance shares had vested since the inception of the Plan, representing a total of 123,549 issuable shares under the Plan.
The share-based compensation expense recognized is included in general and administrative expense in the statements of operations. The total fair value of the awards was $3,374,002 of which $12,616 was unrecognized stock-based compensation expense as of June 30, 2024.
The plan participants elected to have the Company withhold shares to cover the employee payroll tax withholdings for the shares issued. As of June 30, 2024, the Company withheld 39,012 shares of the 123,549 shares issued to the employees.
The share-based compensation expense recognized by award type was $211,010 and $0 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2024. The share-based compensation expense recognized by award type was $209,864 and $420,965 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2023.
Note 9: | Subsequent Events |
On July 15, 2024, the final tranche of the restricted stock units awarded to the Company’s employees, representing 36,511 underlying shares, vested. As of the date of this filing, the underlying shares have not yet been issued to the employees. Also on July 15, 2024, all 196,900 unvested performance shares awarded to employees under the Plan lapsed without the performance criteria being achieved and were forfeited by the grantees. There are no further unvested awards outstanding under the Plan.
Additionally, the Executive Employment Agreement between the Registrant and its President, William Gray Stream, and the Executive Employment Agreement between the Registrant and its Chief Financial Officer, Scott Stepp, expired in accordance with their terms. Messrs. Stream and Stepp mutually agreed with the Registrant’s board of directors to continue their employment in their respective offices with the Registrant without written agreements.
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, 2023 and the related Management’s 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, 2023, filed on March 27, 2024.
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.
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. On August 21, 2023, the Company announced that the Board had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders and had retained a financial advisor in connection with the process. On April 18, 2024, the Company provided an update on the process, noting that it had received preliminary indications of interest from multiple parties related to the potential acquisition of the Company or its assets, and that the Company and its advisors are working with a select group of these parties to provide them with additional information. The Board has formed a subcommittee to provide oversight and management of the process. A sale of the Company or all or substantially all of its assets would be subject to a number of conditions and contingencies, including the approval of the Company’s shareholders. There can be no assurance that this process will result in the successful negotiation of a definitive agreement for a transaction or any other strategic outcome, or that the Board will recommend that CKX’s shareholders approve any transaction.
Recent Developments
In 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 plans 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, 2024, the Company has closed on the sale of 22 of the 39 lots. As of the date of this report the Company is actively marketing the remaining lots.
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 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. During the three months ended June 30, 2024, the Company closed on the sale of one 25-acre ranchette lot in which it had a 100% ownership interest for net proceeds to the Company of $140,582.
Results of Operations
Summary of Results
The Company’s results of operations for the six months ended June 30, 2024 were driven primarily by increases in oil and gas and surface revenues, offset by an increase in general and administrative expenses. The increase in general and administrative expenses is primarily due to an increase in land research advisory fees and tax preparation fees, offset by a decrease in share-based compensation expense.
Revenue – Three Months Ended June 30, 2024
Total revenues for the three months ended June 30, 2024 were $1,027,434, an increase of approximately 177% when compared with the same period in 2023. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended June 30, 2024 as compared to 2023, are as follows:
Three Months Ended June 30, | ||||||||||||||||
2024 | 2023 | Change from | Percent Change | |||||||||||||
Revenues: | ||||||||||||||||
Oil and gas | $ | 161,148 | $ | 101,361 | $ | 59,787 | 59.0 | % | ||||||||
Timber | - | 10,782 | (10,782 | ) | (100.0 | )% | ||||||||||
Surface revenue | 866,286 | 258,237 | 608,049 | 235.5 | % | |||||||||||
Total revenues | $ | 1,027,434 | $ | 370,380 | $ | 657,054 | 177.4 | % | ||||||||
Oil and Gas
Oil and gas revenues were 16% and 27% of total revenues for the three months ended June 30, 2024 and 2023, respectively.
CKX received oil and/or gas revenues from 62 and 64 wells during the three months ended June 30, 2024 and 2023, respectively.
Oil and gas revenues increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $59,787. The increase was due to an increase in the average oil price and net oil produced, offset by a decrease in average gas price and gas produced.
Timber
Timber revenue was $0 and $10,782 for the three months ended June 30, 2024 and 2023, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.
Surface
Surface revenues increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $608,049. The increase in surface revenue was due to three natural gas pipeline right of way agreements on the Company’s wholly- and partially-owned acreage. While non-recurring in nature, these right of way agreements and related income are driven by increased economic and industrial development activity in the Company’s region, which management believes could continue throughout the 2024 fiscal year.
Revenue – Six Months Ended June 30, 2024
Total revenues for the six months ended June 30, 2024 were $1,169,283, an increase of approximately 118% when compared with the same period in 2023. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the six months ended June 30, 2024 as compared to 2023, are as follows:
Six Months Ended June 30, | ||||||||||||||||
2024 | 2023 | Change from | Percent Change | |||||||||||||
Revenues: | ||||||||||||||||
Oil and gas | $ | 243,648 | $ | 150,556 | $ | 93,092 | 61.8 | % | ||||||||
Timber sales | 2,275 | 12,683 | (10,408 | ) | (82.1 | )% | ||||||||||
Surface revenue | 923,360 | 372,903 | 550,457 | 147.6 | % | |||||||||||
Total revenues | $ | 1,169,283 | $ | 536,142 | $ | 633,141 | 118.1 | % | ||||||||
Oil and Gas
Oil and gas revenues were 21% and 28% of total revenues for the six months ended June 30, 2024 and 2023, respectively.
CKX received oil and/or gas revenues from 62 and 66 wells during the six months ended June 30, 2024 and 2023, respectively.
Oil and gas revenues increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $93,092. The increase was due to an increase in the net oil and gas produced partially offset by a decrease in the average sales price.
Timber
Timber revenue was $2,275 and $12,683 for the six months ended June 30, 2024 and 2023, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.
Surface
Surface revenues increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $550,457. The increase in surface revenue was due to three natural gas pipeline right of way agreements on the Company’s wholly- and partially-owned acreage. While non-recurring in nature, these right of way agreements and related income are driven by increased economic and industrial development activity in the Company’s region, which management believes could continue throughout the 2024 fiscal year.
Costs and Expenses – Three and Six Months Ended June 30, 2024
Oil and gas costs increased for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 by $2,576 and $4,004. This variance is due to the normal variations in year to year costs.
Timber costs increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $2,132. Timber costs increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $4,858. Timber costs are related general management of the Company’s timberland. The increase is primarily due to increased timber management costs.
General and administrative expenses increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $249,127. This is primarily due to an increase in land research fees. General and administrative expenses increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $164,865. This is primarily due to an increase in land research advisory fees, offset by a decrease in share-based compensation expense.
Gain on Sale of Land – Three and Six Months Ended June 30, 2024
Gain on sale of land was $140,582 and $149,992 for the three and six months ended June 30, 2024 and 2023, respectively. For the three and six months ended June 30, 2024, this consisted of the sale of one 25-acre ranchette lot in Calcasieu parish. For the three and six months ended June 30, 2023, this consisted of a gain on sale of two parcels of land.
Liquidity and Capital Resources
Sources of Liquidity
Current assets totaled $9,688,496 and current liabilities equaled $466,287 at June 30, 2024.
As of June 30, 2024 and December 31, 2023, 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 provided by operating activities was $353,909 and $104,185 for the six months ended June 30, 2024 and 2023, respectively. The increase in cash provided by operating activities was attributable to the increase in net income as a result of the material, high-margin right of way revenue recognized in the current year.
Net cash provided by investing activities was $175,067 and $1,133,860 for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, this resulted from maturity of certificates of deposit of $1,534,485 and proceeds from the sale of fixed assets of $140,582, offset by purchases of certificates of deposit of $1,500,000. 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.
Net cash used in financing activities was $208,854 and $0 for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, this resulted from repurchases of common stock.
Significant Accounting Polices and Estimates
There were no changes in our significant accounting policies and estimates during the six months ended June 30, 2024 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023.
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, 2024, we did 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
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, 2024 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, 2024 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 6. EXHIBITS
3.1 | |
3.2 | |
3.3 | |
3.4 | |
31.1* | |
31.2* | |
32.1** | |
32.2** | |
101.INS | Inline XBRL Instance |
101.SCH | Inline XBRL Taxonomy Extension Schema |
101.CAL | Inline XBRL Taxonomy Extension Calculation |
101.DEF | Inline XBRL Taxonomy Extension Definition |
101.LAB | Inline XBRL Taxonomy Extension Labels |
101.PRE | Inline XBRL Taxonomy Extension Presentation |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith |
** | Furnished herewith |
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 12, 2024
CKX LANDS, INC. | |
By: | |
/s/ W. Gray Stream | |
W. Gray Stream | |
President | |
(Principal executive officer) |