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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, 201 4
☐ 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)
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Louisiana |
72-0144530 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1508 Hodges Street |
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Lake Charles, LA |
70601 |
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(Address of principal executive offices) |
(Zip Code) |
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(337) 493-2399 |
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(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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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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 June 30 , 2014
Table of Contents
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Page |
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Part I. Financial Information |
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Item 1. |
Financial Statements |
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a. |
Balance Sheets as of June 30, 2014 and December 31, 2013 (Unaudited) |
1 |
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b. |
Statements of Income for the quarter and six months ended June 30, 2014 and 2013 (Unaudited) |
2 |
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c. |
Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2014 and 2013 (Unaudited) |
3 |
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d. |
Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (Unaudited) |
4 |
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e. |
Notes to Financial Statements as of June 30, 2014 (Unaudited) |
5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
6-7 |
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Item 4. |
Controls and Procedures |
8 |
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Part II. Other Information |
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Item 6. |
Exhibits |
9 |
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Signature |
9 |
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Item 1. |
FINANCIAL STATEMENTS |
CKX Lands, Inc.
June 30 , 2014 and December 31, 2013
(Unaudited)
| 2014 | 2013 | |||||||
| Assets | ||||||||
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Current Assets: |
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Cash and cash equivalents |
$ | 4,350,756 | $ | 4,529,051 | ||||
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Certificates of deposit |
2,390,000 | 2,421,000 | ||||||
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Accounts receivable |
171,639 | 228,014 | ||||||
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Prepaid expense and other assets |
129,832 | 29,482 | ||||||
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Total current assets |
7,042,227 | 7,207,547 | ||||||
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Property and equipment: |
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Building and equipment less accumulated depreciation of $87,533 and $84,191, respectively |
2,898 | 6,241 | ||||||
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Timber less accumulated depletion of $754,390 and $742,248, respectively |
1,499,100 | 1,301,639 | ||||||
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Land |
4,738,857 | 4,531,179 | ||||||
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Total property and equipment, net |
6,240,855 | 5,839,059 | ||||||
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Total assets |
$ | 13,283,082 | $ | 13,046,606 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
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Current Liabilities: |
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Trade payables and accrued expenses |
$ | 62,745 | $ | 76,188 | ||||
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Total current liabilities |
62,745 | 76,188 | ||||||
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Deferred income tax payable |
181,818 | 181,818 | ||||||
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Total liabilities |
244,563 | 258,006 | ||||||
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Stockholders’ Equity: |
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Common stock, no par value: 3,000,000 shares authorized; 2,100,000 shares issued |
72,256 | 72,256 | ||||||
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Retained earnings |
13,341,779 | 13,091,860 | ||||||
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Less cost of treasury stock (157,505 shares) |
(375,516 | ) | (375,516 | ) | ||||
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Total stockholders’ equity |
13,038,519 | 12,788,600 | ||||||
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Total liabilities and stockholders’ equity |
$ | 13,283,082 | $ | 13,046,606 | ||||
The accompanying notes are an integral part of these financial statements.
CKX Lands, Inc.
Quarter an d Six Months Ended June 30, 2014 and 2013
(Unaudited)
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Quarter Ended June 30, |
Six Months Ended June 30, |
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201 4 |
201 3 |
201 4 |
201 3 |
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Revenues: |
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Oil and gas |
$ | 437,865 | $ | 358,013 | $ | 857,437 | $ | 847,004 | ||||||||
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Timber |
15,089 | 41,382 | 15,089 | 55,141 | ||||||||||||
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Surface |
16,779 | 56,612 | 215,519 | 89,427 | ||||||||||||
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Total revenues |
469,733 | 456,007 | 1,088,045 | 991,572 | ||||||||||||
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Costs and Expenses: |
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Oil and gas production |
25,197 | 16,620 | 50,101 | 52,517 | ||||||||||||
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Timber |
870 | 3,572 | 870 | 15,949 | ||||||||||||
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Surface |
781 | 695 | 794 | 822 | ||||||||||||
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General and administrative |
148,341 | 117,991 | 267,948 | 255,413 | ||||||||||||
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Depreciation and depletion |
13,813 | 6,875 | 15,484 | 14,834 | ||||||||||||
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Total cost and expenses |
189,002 | 145,753 | 335,197 | 339,535 | ||||||||||||
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Income from operations |
280,731 | 310,254 | 752,848 | 652,037 | ||||||||||||
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Other Income / (Expense): |
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Interest income |
3,762 | 2,581 | 7,833 | 8,014 | ||||||||||||
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Net other income / (expense) |
3,762 | 2,581 | 7,833 | 8,014 | ||||||||||||
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Income before income taxes |
284,493 | 312,835 | 760,681 | 660,051 | ||||||||||||
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Federal and state income taxes: |
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Current |
83,784 | 96,384 | 238,813 | 200,059 | ||||||||||||
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Total income taxes |
83,784 | 96,384 | 238,813 | 200,059 | ||||||||||||
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Net Income |
$ | 200,709 | $ | 216,451 | $ | 521,868 | $ | 459,992 | ||||||||
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Per Common Stock (1,942,495 shares): |
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Net Income |
$ | 0.10 | $ | 0.11 | $ | 0.27 | $ | 0.24 | ||||||||
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Dividends |
$ | 0.07 | $ | 0.07 | $ | 0.14 | $ | 0.14 | ||||||||
The accompanying notes are an integral part of these financial statements.
CKX Lands, Inc.
Statements of Changes in Stockholders’ Equity
Six Months Ended June 30 , 2014 and 2013
(Unaudited)
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Six Months Ended June 30, 2014: |
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Total |
Retained
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Capital
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Treasury
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December 31, 2013 Balance |
$ | 12,788,600 | $ | 13,091,860 | $ | 72,256 | $ | 375,516 | ||||||||
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Net income |
521,868 | 521,868 | -- | -- | ||||||||||||
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Dividends |
(271,949 | ) | (271,949 | ) | -- | -- | ||||||||||
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June 30, 2014 Balance |
$ | 13,038,519 | $ | 13,341,779 | $ | 72,256 | $ | 375,516 | ||||||||
| Six Months Ended June 30, 2013: | ||||||||||||||||
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Total |
Retained
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Capital
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Treasury
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December 31, 2012 Balance |
$ | 12,362,728 | $ | 12,665,988 | $ | 72,256 | $ | 375,516 | ||||||||
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Net income |
459,992 | 459,992 | -- | -- | ||||||||||||
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Dividends |
(271,949 | ) | (271,949 | ) | -- | -- | ||||||||||
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June 30, 2013 Balance |
$ | 12,550,771 | $ | 12,854,031 | $ | 72,256 | $ | 375,516 | ||||||||
The accompanying notes are an integral part of these financial statements.
CKX Lands, Inc.
Stat ements of Cash Flows
Six Months Ended June 30 , 2014 and 2013
(Unaudited)
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2014 |
2013 |
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Cash Flows From Operating Activities: |
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Net Income |
$ | 521,868 | $ | 459,992 | ||||
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Less non-cash (income) expenses included in net income: |
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Depreciation, depletion and amortization |
15,484 | 14,834 | ||||||
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Change in operating assets and liabilities: |
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Decrease (increase) in current assets |
(43,975 | ) | 46,485 | |||||
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Increase (decrease) in current liabilities |
(13,443 | ) | 17,741 | |||||
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Net cash provided from operating activities |
479,934 | 539,052 | ||||||
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Cash Flows From Investing Activities: |
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Certificates of deposit: |
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Maturity proceeds |
1,941,000 | 501,384 | ||||||
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Purchases |
(1,910,000 | ) | (1,501,000 | ) | ||||
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Land, timber, equipment and other assets: |
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Purchases |
(417,280 | ) | (2,499 | ) | ||||
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Net cash used in investing activities |
(386,280 | ) | (1,002,115 | ) | ||||
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Cash Flows From Financing Activities: |
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Dividends paid, net of reversion |
(271,949 | ) | (271,949 | ) | ||||
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Net cash used in financing activities |
(271,949 | ) | (271,949 | ) | ||||
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Net increase (decrease) in cash and cash equivalents |
(178,295 | ) | (735,012 | ) | ||||
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Cash and cash equivalents: |
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Beginning |
4,529,051 | 5,832,167 | ||||||
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Ending |
$ | 4,350,756 | $ | 5,097,155 | ||||
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Supplemental disclosures of cash flow information: |
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Cash payments for: |
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Interest |
$ | -- | $ | -- | ||||
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Income taxes |
$ | 276,000 | $ | 208,545 | ||||
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Supplemental schedule of non-cash investing and financing activities: |
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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.
CKX Lands, Inc.
Notes to Financial Statements
June 30 , 2014
(Unaudited)
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, 2013and Form 10-Q for the quarter period ended June 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 for the tax years 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.
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Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations
Revenue
Comparison of Revenues for the six months ended June 30, 2014 and 2013 follows:
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2014 |
2013 |
$ Change |
% Change |
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Oil and Gas |
857,437 | 847,004 | 10,433 | 1.23 | % | |||||||||||
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Timber |
15,089 | 55,141 | (40,052 | ) | (72.64 | )% | ||||||||||
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Surface |
215,519 | 89,427 | 126,092 | 141.00 | % | |||||||||||
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:
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2014 |
2013 |
$ Change |
% Change |
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Oil |
669,971 | 680,181 | (10,210 | ) | (1.50 | )% | ||||||||||
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Gas |
101,035 | 91,295 | 9,740 | 10.67 | % | |||||||||||
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Lease and Geophysical |
86,431 | 75,528 | 10,903 | 14.44 | % | |||||||||||
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Total |
857,437 | 847,004 | 10,433 | 1.23 | % | |||||||||||
CKX received oil and gas revenues from 106 and 96 wells during the quarter ended June, 2014 and 2013, respectively. The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF.
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2014 |
2013 |
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Net oil produced (Bbl) (2) |
6,048 | 5,753 | ||||||
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Average oil sales price (per Bbl) (1,2) |
$ | 100.48 | $ | 104.15 | ||||
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Net gas produced (MCF) |
19,387 | 21,655 | ||||||
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Average gas sales price (per MCF) (1) |
$ | 5.21 | $ | 4.22 | ||||
Notes to above schedule:
(1) Before deduction of production and severance taxes.
(2) Excludes plant products.
Lease and geophysical increased $10,903 from the 2013 amounts. These revenues are not predictable and can vary significantly from year to year.
Management believes that current oil and gas activity is driven by the current and forecasted commodity prices and demand for oil and gas. Management believes that oil and gas activity which includes oil and gas production as well as lease rentals and geophysical will continue to be strong for the next six months.
Timber prices have improved since the comparative prior year quarter, and the Company has negotiated a stumpage agreement on acceptable terms and conditions and these timber revenues will begin to be reported in the third quarter of 2014.
Surface revenue increased by $126,092 from 2013 revenue. This increase is primarily attributable to one right of way agreement, $173,177 in revenue, for a large pipeline to service the expanding petrochemical industry in Southwest Louisiana. The Company is currently negotiating another pipeline agreement of similar scope. Pipeline and other right of ways are not unusual to the Company; however agreements of this scope are unusual. These 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 $2,416 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 $12,535 primarily due to increases in officer incentive pay, director pay , the timing of our annual meeting expenses, and professional services related to investigation of potential land acquisitions and legal services. These increases were offset by a non-recurring property management expense related to personnel changes at one of our managers in the prior year.
Other costs and expenses incurred for the six months ended June 30, 2014 were generally consistent with 2013 reported amounts.
Financial Condition
Current assets totaled $7,042,227 and total liabilities equaled $244,563 at June 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 June 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.
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Item 3. |
Not applicable. |
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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.
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Not Applicable |
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Item 6. |
EXHIBITS |
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3.1 |
Restated/Articles of Incorporation of the Registrant are incorporated by reference to Exhibit (3)-1 to Form 10 filed April 29, 1981. |
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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. |
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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. |
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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. |
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31 |
Certification of Brian R. Jones, President and Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith. |
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32 |
Certification of President and Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith. |
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| 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.
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CKX Lands, Inc. |
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Date: August 7, 2014 |
/s/ Brian R. Jones |
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| Brian R. Jones | |||
| President and Treasurer | |||
9
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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