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 September 30, 2014

 

 

 

 

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

 

 

 

 

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.)

     
     

1508 Hodges Street

   

Lake Charles, LA

 

70601

(Address of principal executive offices)

 

(Zip Code)

     
 

(337) 493-2399

 
 

(Registrant’s telephone number)

 

 

 

 

 

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 and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted 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 and post such files).

Yes  ☒     No  ☐

 

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

 

Large accelerated filer

☐ 

Accelerated filer 

☐ 

Non-accelerated filer  

☐ 

Smaller reporting company 

☒ 

      

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: 1,942,495

 

 
 

 

 

CKX Lands, Inc.

Form 10-Q

For the Quarter ended September 30, 2014

 

Table of Contents

 

 

 

 

Page

Part I.

Financial Information

 
     
 

Item 1.    Financial Statements

 
     
 

a.    Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013

1

 

b.   Statements of Income for the quarter and nine months ended September 30, 2014 and 2013 (Unaudited)

2

 

c.   Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2014 and 2013 (Unaudited)

3

 

d.   Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (Unaudited)

4

 

e.   Notes to Financial Statements (Unaudited)

 5

     
 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 6-7

     
 

Item 4.     Controls and Procedures

 8

      
Part II.

Other Information

 
     
 

Item 6.     Exhibits

 9

     
 

Signature

9

 

 
 

 

 

Part I – Financial Information

 

 

Item 1.

FINANCIAL STATEMENTS

 

CKX Lands, Inc.

Balance Sheets

September 30, 2014 and December 31, 2013

 

 

   

(Unaudited)

         
   

2014

   

2013

 

Assets

 

Current Assets:

               

Cash and cash equivalents

  $ 4,712,990     $ 4,529,051  

Certificates of deposit

    2,120,000       2,421,000  

Accounts receivable

    176,637       228,014  

Prepaid expense and other assets

    40,605       29,482  

Total current assets

    7,050,232       7,207,547  

Non-current Assets:

               

Certificates of deposit

    240,000       --  

Property and equipment:

               

Building and equipment less accumulated depreciation of $89,205 and $84,191, respectively

    1,227       6,241  

Timber less accumulated depletion of $784,200 and $742,248, respectively

    1,532,290       1,301,639  

Land

    4,957,135       4,531,179  

Total property and equipment, net

    6,490,652       5,839,059  

Total assets

  $ 13,780,884     $ 13,046,606  
                 

Liabilities and Stockholders’ Equity

 

Current Liabilities:

               

Trade payables and accrued expenses

  $ 103,027     $ 76,188  

Income taxes payable

    8,278       --  

Total current liabilities

    111,305       76,188  

Non-current Liabilities:

               

Deferred income tax payable

    224,426       181,818  

Total liabilities

    335,731       258,006  

Stockholders’ Equity:

               

Common stock, no par value: 3,000,000 shares authorized; 2,100,000 shares issued

    72,256       72,256  

Retained earnings

    13,748,413       13,091,860  

Less cost of treasury stock (157,505 shares)

    (375,516 )     (375,516 )

Total stockholders’ equity

    13,445,153       12,788,600  

Total liabilities and stockholders’ equity

  $ 13,780,884     $ 13,046,606  

 

 

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

 

 
1

 

 

CKX Lands, Inc.

Statements of Income

Quarter and Nine Months Ended September 30, 2014 and 2013

(Unaudited)

 

 

   

Quarter Ended September 30,

   

Nine Months Ended September 30,

 
   

2014

   

2013

   

2014

   

2013

 

Revenues:

                               

Oil and gas

  $ 355,880     $ 521,256     $ 1,213,317     $ 1,368,261  

Timber

    475,999       27,584       491,088       82,724  

Surface

    206,315       33,561       421,834       122,988  

Total revenues

    1,038,194       582,401       2,126,239       1,573,973  

Costs and Expenses:

                               

Oil and gas production

    27,002       33,339       77,103       85,856  

Timber

    14,716       7,537       15,586       23,486  

Agriculture

    486       648       1,279       1,470  

General and administrative

    131,174       122,679       399,121       378,090  

Depreciation and depletion

    31,481       1,671       46,966       16,507  

Total cost and expenses

    204,859       165,874       540,055       505,409  

Income from operations

    833,335       416,527       1,586,184       1,068,564  

Other Income / (Expense):

                               

Interest income

    4,379       4,901       12,212       12,915  

Net other income / (expense)

    4,379       4,901       12,212       12,915  

Income before income taxes

    837,714       421,428       1,598,396       1,081,479  

Federal and State Income Taxes:

                               

Current

    252,497       127,737       491,310       327,796  

Deferred

    42,609       --       42,609       --  

Total income taxes

    295,106       127,737       533,919       327,796  

Net income

  $ 542,608     $ 293,691     $ 1,064,477     $ 753,683  
                                 

Per Common Stock (1,942,495 shares):

                               

Net income

  $ 0.28     $ 0.15     $ 0.55     $ 0.39  

Dividends

  $ 0.07     $ 0.07     $ 0.21     $ 0.21  

 

 

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

 

 
2

 

 

CKX Lands, Inc.

Statements of Stockholders’ Equity

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

 

 

 

Nine Months Ended September 30, 2014:

                               
   

Total

   

Retained
Earnings

   

Capital
Stock
Issued

   

Treasury
Stock

 

December 31, 2013 Balance

  $ 12,788,600     $ 13,091,860     $ 72,256     $ 375,516  

Net income

    1,064,477       1,064,477       --       --  

Dividends

    (407,924 )     (407,924 )     --       --  

September 30, 2014 Balance

  $ 13,445,153     $ 13,748,413     $ 72,256     $ 375,516  
                                 

 

Nine Months Ended September 30, 2013:

                               
   

Total

   

Retained
Earnings

   

Capital
Stock
Issued

   

Treasury
Stock

 

December 31, 2012 Balance

  $ 12,362,728     $ 12,665,988     $ 72,256     $ 375,516  

Net Income

    753,683       753,683       --       --  

Dividends

    (407,924 )     (407,924 )     --       --  

September 30, 2013 Balance

  $ 12,708,487     $ 13,011,747     $ 72,256     $ 375,516  

 

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

 

 
3

 

 

CKX Lands, Inc.

Statements of Cash Flows

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

 

   

2014

   

2013

 

Cash Flows From Operating Activities:

               

Net Income

  $ 1,064,477     $ 753,683  

Less non-cash (income) expenses included in net income:

               

Depreciation, depletion and amortization

    46,966       16,507  

Deferred income tax expense

    42,609       --  

Change in operating assets and liabilities:

               

(Increase) decrease in current assets

    40,254       (45,449 )

Increase (decrease) in current liabilities

    35,116       42,968  

Net cash provided from operating activities

    1,229,422       767,709  
                 

Cash Flows From Investing Activities:

               

Certificates of deposit:

               

Maturity proceeds

    2,691,000       741,384  

Purchases

    (2,630,000 )     (2,421,000 )

Land, timber, equipment and other assets:

               

Purchases

    (698,559 )     (2,499 )

Net cash provided from (used in) investing activities

    (637,559 )     (1,682,115 )
                 

Cash Flows From Financing Activities:

               

Dividends paid, net of reversion

    (407,924 )     (407,924 )

Net cash used in financing activities

    (407,924 )     (407,924 )

Net increase (decrease) in cash and cash equivalents

    183,939       (1,322,330 )
                 

Cash and cash equivalents:

               

Beginning

    4,529,051       5,832,167  

Ending

  $ 4,712,990     $ 4,509,837  
                 

Supplemental disclosures of cash flow information:

               

Cash payments for:

               

Interest

  $ --     $ --  

Income taxes

  $ 466,000     $ 328,305  
                 

Supplemental schedule of non-cash investing and financing activities:

               

Net change in recognized and unrecognized unrealized gains (losses) on available-for-sale securities

  $ --     $ --  

 

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

 

 
4

 

 

 CKX Lands, Inc.

Notes to Financial Statements

September 30, 2014

(Unaudited)

 

Note 1:     Basis of Presentation

 

The accompanying unaudited financial statements of CKX Lands, Inc. (“Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. Except as described herein, there has been no material change in the information disclosed in the notes to the financial statements included in our financial statements as of and for the year ended December 31, 2013. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying financial statements.

 

Interim results are not necessarily indicative of results for a full year. These financial statements and accompanying notes should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2013 and Form 10-Q for the quarter ended September 30, 2013.

 

Note 2:     Income Taxes:

 

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in federal and state income tax returns that remain subject to examination, generally 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 3:     1033 Exchange:

 

During the third quarter of 2014, the Company sold a right of way to a utility company under threat of expropriation for $106,521 and the gain was $106,521. This transaction was structured as a “deferred exchange” pursuant to Paragraph 1033 of the Internal Revenue Code (1033 Exchange) for income tax purposes and as such the gain of $106,521 was deferred for income tax purposes. During September, 2014, the Company purchased 180 acres of timberland located in Jefferson Davis Parish, Louisiana for $279,828 of which $63,000 was the value of timber on the land. The land valued at $216,828 was used as replacement property for the 1033 Exchange deferred gain above. The Company recognized a deferred income tax of $42,609 on this transaction.

 

 
5

 

  

Item 2.

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

 

 Results of Operations

 

Revenue

 

Comparison of Revenues for the nine months ended September 30, 2014 and 2013 follows:

 

   

2014

   

2013

   

$ Change

   

% Change

 

Oil and Gas

    1,213,317       1,368,261       (154,944 )     (11.32 )%

Timber

    491,088       82,724       408,364       493.65 %

Surface

    421,834       122,988       298,846       242.99 %
                                 

Total

    2,126,239       1,573,973       552,266       35.09 %

 

Oil and Gas

 

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. A breakdown of oil and gas revenues follows:

 

   

2014

   

2013

   

$ Change

   

% Change

 

Oil

    944,550       1,131,231       (186,681 )     (16.50 )%

Gas

    181,318       149,902       31,416       20.96 %

Lease and Geophysical

    87,449       87,128       321       0.37 %
                                 

Total

    1,213,317       1,368,261       (154,944 )     (11.32 )%

 

CKX received oil and gas revenues from 113 and 132 wells during the nine month period ended September 30, 2014 and 2013, respectively. The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF.

 

   

2014

   

2013

 

Net oil produced (Bbl)(2)

    8,531       9,744  

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

  $ 101.17     $ 104.38  
                 

Net gas produced (MCF)

    34,694       34,306  

Average gas sales price (per MCF)(1)

  $ 5.23     $ 4.37  

 

 

Notes to above schedule:

 

(1) Before deduction of production and severance taxes.

(2) Excludes plant products.

 

 

Lease and geophysical revenues increased $321 from 2013 amounts. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

 

Management believes oil and gas activity is driven by the current and forecasted commodity prices, demand for oil and gas, and upstream and downstream industry activity. Management believes that oil and gas activity which includes oil and gas production as well as lease rentals and geophysical will continue at the current pace for the next six months.

 

 
6

 

 

The Company began the execution of its stumpage agreement negotiated in the second quarter of 2014 and reported timber revenues of $475,999, substantially related to this agreement with one timber company. The Company estimates that an additional $200,000 in timber value remains to be clear cut and timing will be dependent on weather conditions. The stumpage agreement includes 355 acres of timber land. Management believes that timber prices will remain at current levels over the next six months and plans to market an additional stumpage agreement next fiscal year.

 

Surface revenue increased by $298,846 from 2013 revenue. This increase is primarily attributable to two right of way agreements totaling $304,929 for a large pipeline and electrical utility station to service the expanding petrochemical and LNG industry in Southwest Louisiana. Pipeline, utility and other right of ways are not unusual to the Company; however agreements of this magnitude are unusual. Surface revenues are not predictable and can vary significantly from year to year.

 

Costs and Expenses

 

Oil and gas production costs, primarily severance taxes, decreased by $8,753 in 2014. Although oil and gas revenues increases, the decrease in most likely due to certain Louisiana tax incentives for new well activities.

 

General and administrative expenses increased by $21,031 primarily due to increases in officer incentive pay, director pay and professional services related to investigation of potential land acquisitions, expropriations and contract negotiations. These increases were offset by a non-recurring property management expense related to personnel changes of one of our managers in the prior year.

 

Other costs and expenses incurred for the nine months ended September 30, 2014 were generally consistent with 2013 reported amounts.

 

Financial Condition

 

Current assets totaled $7,050,232 and total liabilities equaled $335,731 at September 30, 2014. Management believes available cash and certificates of deposit together with funds generated from operations should be sufficient to meet operating requirements and provide funds for strategic acquisitions. Additional sources of liquidity include an available bank line of credit of $5,000,000.

 

The Company declared and paid a seven cents per common share during the quarter ended September 30, 2014. It is anticipated that the Company will be able to continue paying a seven cents per common share dividend each quarter. From time to time, the Company may elect to pay an extra dividend. In determining if an extra dividend will be declared, the Board of Directors will take into consideration the Company’s current liquidity and capital resources and the availability of suitable timberland that has mineral potential.

 

Issues and Uncertainties

 

This Quarterly Report contains forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of issues and uncertainties such as those discussed below, which, among others, should be considered in evaluating the Company’s financial outlook.

 

Revenues from oil and gas provide a significant portion of the Company’s net income and cash flows. These revenues come from wells operated by other companies on property owned by CKX Lands, Inc. Consequently, these revenues fluctuate due to changes in oil and gas prices and changes in the operations of these other companies. 

 

 
7

 

  

Item 3.

Not applicable.

 

Item 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the period covered by this report. Based on the evaluation, performed under the supervision and with the participation of the Company’s management, including the President, concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by the report.

 

Changes in Internal Control Over Financial Reporting

 

There were no significant changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter covered by this report.

 

 
8

 

 

Part II. Other Information

 

 

Item 1 – 5.

Not Applicable

 

Item 6.

EXHIBITS

 

 

 

3.1

Restated/Articles of Incorporation of the Registrant are incorporated by reference to Exhibit (3)-1 to Form 10 filed April 29, 1981.

 

 

3.2

Amendment to Articles of Incorporation of the Registrant is incorporated by reference to Exhibit (3.2) to Form 10-K for year ended December 31, 2003.

 

 

3.3

By-Laws of the Registrant are incorporated by reference to Exhibit (3.3) to Form 10-Q for the quarter ended March 31, 2013.

 

 

10

Contract to Purchase and Sell approximately 3,495 acres in Cameron Parish, Louisiana effective July 3, 2007 is incorporated by reference to Exhibit (10) to Form 10-QSB filed August 13, 2007.

 

 

31

Certification of Brian R. Jones, President and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.

 

 

32

Certification of President and Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.

 

101.INS**

XBRL Instance

 

101.SCH**

XBRL Taxonomy Extension Schema

 

101.CAL**

XBRL Taxonomy Extension Calculation

 

101.DEF**

XBRL Taxonomy Extension Definition

 

101.LAB**

XBRL Taxonomy Extension Labels

 

101.PRE**

XBRL Taxonomy Extension Presentation

 

**XBRL

information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

************************************

 

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.

 

 

 

CKX Lands, Inc. 

 

 

 

 

 

 

 

Date: November 10, 2014

/s/ Brian R. Jones                 

 

 

Brian R. Jones 

 

 

President and Treasurer