UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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.
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).
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
TABLE OF CONTENTS
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PART I. |
FINANCIAL INFORMATION |
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ITEM 1. |
FINANCIAL STATEMENTS |
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BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (UNAUDITED) |
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STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
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STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) |
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NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023 (UNAUDITED) |
1 |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
5 |
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
10 |
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ITEM 4. |
CONTROLS AND PROCEDURES |
10 |
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PART II. |
OTHER INFORMATION |
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ITEM 1 |
LEGAL PROCEEDINGS |
11 |
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ITEM 1A. |
RISK FACTORS |
11 |
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
11 |
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
11 |
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ITEM 4. |
MINE SAFETY DISCLOSURES |
11 |
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ITEM 5. |
OTHER INFORMATION |
11 |
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ITEM 6. |
EXHIBITS |
11 |
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SIGNATURES |
13 |
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CKX LANDS, INC.
BALANCE SHEETS
(Unaudited)
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September 30, |
December 31, |
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2023 |
2022 |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Certificates of deposit |
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Accounts receivable |
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Prepaid expense and other assets |
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Total current assets |
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Property and equipment, net |
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Deferred tax asset |
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Total assets |
$ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
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Current liabilities: |
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Trade payables and accrued expenses |
$ | $ | ||||||
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Unearned revenue |
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Total current liabilities |
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Total liabilities |
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Stockholders' equity: |
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| Common stock, |
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Additional paid in capital |
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Treasury stock, |
( |
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Retained earnings |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
CKX LANDS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2023 |
2022 |
2023 |
2022 |
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Revenues: |
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Oil and gas |
$ | $ | $ | $ | ||||||||||||
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Timber sales |
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Surface revenue |
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Surface revenue - related party |
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Total revenue |
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Costs, expenses and (gains): |
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Oil and gas costs |
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Timber costs |
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Surface costs |
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General and administrative expense |
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Depreciation expense |
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Gain on sale of land |
(5,667 | ) | ( |
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Total costs, expenses and (gains) |
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Income (loss) from operations |
( |
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Interest income |
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Miscellaneous income |
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Income (loss) before income taxes |
( |
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Federal and state income tax expense (benefit): |
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Current |
( |
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Deferred |
( |
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Total income taxes |
( |
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Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
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Net income (loss) per share: |
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Basic |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
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Diluted |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
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Weighted-average shares used in per share calculation: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited financial statements.
CKX LANDS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
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Common Stock |
Additional Paid-In |
Retained |
Total |
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Shares |
Amount |
Treasury Stock |
Capital |
Earnings |
Equity |
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Balances, June 30, 2023 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
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Issuances under share-based compensation |
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Share-based compensation |
- | |||||||||||||||||||||||
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Net income |
- | |||||||||||||||||||||||
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Balances, September 30, 2023 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
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Common Stock |
Additional Paid-In |
Retained |
Total |
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Shares |
Amount |
Treasury Stock |
Capital |
Earnings |
Equity |
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Balances, June 30, 2022 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
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Issuances under share-based compensation |
- | - | - | - | - | |||||||||||||||||||
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Share-based compensation |
- | - | - | |||||||||||||||||||||
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Repurchases of common stock |
- | - | ( |
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Net loss |
- | ( |
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Balances, September 30, 2022 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
CKX LANDS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)
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Common Stock |
Additional Paid-In |
Retained |
Total |
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Shares |
Amount |
Treasury Stock |
Capital |
Earnings |
Equity |
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Balances, December 31, 2022 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
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Share-based compensation |
- | |||||||||||||||||||||||
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Net loss |
- | ( |
) | ( |
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Balances, September 30, 2023 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
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Common Stock |
Additional Paid-In |
Retained |
Total |
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Shares |
Amount |
Treasury Stock |
Capital |
Earnings |
Equity |
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Balances, December 31, 2021 |
$ | $ | $ | $ | $ | |||||||||||||||||||
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Issuances under share-based compensation |
- | - | - | - | - | |||||||||||||||||||
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Share-based compensation |
- | - | - | - | ||||||||||||||||||||
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Repurchases of common stock |
- | - | ( |
) | - | - | ( |
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Net loss |
- | ( |
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Balances, September 30, 2022 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
CKX LANDS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended |
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September 30, |
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2023 |
2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
$ | ( |
) | $ | ( |
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| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
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Depreciation expense |
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Depletion expense |
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Deferred income tax benefit |
( |
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Gain on sale of land |
( |
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Unrealized (gain) loss on equity investment on certificates of deposit |
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Share-based compensation |
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Changes in operating assets and liabilities: |
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(Increase) decrease in current assets |
( |
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Increase (decrease) in current liabilities |
( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchases of certificates of deposit |
( |
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Maturity of certificates of deposit |
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Purchase of property and equipment |
( |
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Costs of reforesting timber |
( |
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Proceeds from the sale of fixed assets |
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Net cash used in investing activities |
( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Repurchases of common stock |
( |
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Net cash used in financing activities |
( |
) | ||||||
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
( |
) | ( |
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Cash and cash equivalents, beginning of the period |
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Cash and cash equivalents, end of the period |
$ | $ | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid for interest |
$ | $ | ||||||
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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.
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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, 2022 included in our Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of results to be expected for the full fiscal year or any other periods.
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.
Risks and Uncertainties
On March 11, 2020, the WHO declared COVID-19 a pandemic. While the Company has not incurred significant disruptions to its operations to date from COVID-19, it is unable at this time to predict the impact that COVID-19 or new variants of the novel coronavirus will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business.
Concentration of Credit Risk
The Company maintains its cash balances in seven financial institutions. At times, cash balances may exceed the Federal Deposit Insurance Corporation’s insured limit of $250,000. The Company has not experienced any losses in such accounts and management believes the Company is not exposed to any significant credit risk on its cash balances.
Impairment of Long-lived Assets
Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the year ended December 31, 2022, the Company performed a step zero impairment analysis on its long-lived assets and determined there were no qualitative factors that would indicate impairment. impairment charges were recorded during the nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023
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 months ended September 30, 2023, dilutive shares attributable to
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. dividends were declared during the nine months ended September 30, 2023 and 2022, respectively.
Pursuant to a dividend reversion clause in the Company’s Articles of Incorporation, dividends not claimed within one year after the dividend becomes payable will expire and revert in full ownership to the Company and the Company’s obligation to pay such dividend will cease. Any dividend reversions are recorded in equity upon receipt.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016 - 13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. This standard was effective for the Company as of January 1, 2023. There was no impact on our financial statements at adoption.
There are various updates recently issued to the accounting literature and these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
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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:
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September 30, 2023 |
December 31, 2022 |
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Financial Assets: |
Level |
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
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Cash and cash equivalents |
2 | $ | $ | $ | $ | |||||||||||||||
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Certificates of deposit |
2 | |||||||||||||||||||
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Total |
$ | $ | $ | $ | ||||||||||||||||
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Note 3: |
Property and Equipment |
Property and equipment consisted of the following:
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September 30, |
December 31, |
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2023 |
2022 |
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Land |
$ | $ | ||||||
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Timber |
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Equipment |
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Accumulated depreciation |
( |
) | ( |
) | ||||
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Total |
$ | $ | ||||||
During the nine months ended September 30, 2023 and 2022, the Company had a gain on sale of land of $
Depreciation expense was $
Depletion expense was $
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Note 4: |
Segment Reporting |
The Company’s operations are classified into 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:
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Nine Months Ended September 30, |
Year Ended December 31, |
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2023 |
2022 |
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Identifiable Assets, net of accumulated depreciation |
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Timber |
$ | $ | ||||||
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General corporate assets |
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Total |
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Capital expenditures: |
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Timber |
$ | $ | ||||||
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Surface |
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General corporate assets |
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Total segment costs and expenses |
$ | $ | ||||||
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Depreciation and depletion |
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Oil and gas |
$ | $ | ||||||
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Timber |
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General corporate assets |
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Total |
$ | $ | ||||||
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2023 |
2022 |
2023 |
2022 |
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Revenues: |
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Oil and gas |
$ | $ | $ | $ | ||||||||||||
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Timber sales |
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Surface revenue |
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Total segment revenues |
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Cost and expenses: |
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Oil and gas costs |
$ | $ | ||||||||||||||
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Timber costs |
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Surface costs |
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Total segment costs and expenses |
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Net income (loss) from operations: |
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Oil and gas |
$ | $ | ||||||||||||||
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Timber |
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Surface |
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Total segment net income from operations |
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Unallocated other income (expense) before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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Income (loss) before income taxes |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
There are 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, 2022. The Company evaluates performance based on income or loss from operations before income taxes excluding any nonrecurring gains and losses. Income before income tax represents net revenues less costs and expenses less other income and expenses of a general corporate nature. Identifiable assets by segment are those assets used solely in the Company's operations within that segment.
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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.
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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
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 and accounting services to the Company for no compensation.
Surface revenue-related party was $
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Note 7: |
Concentrations |
Revenue from the Company's five largest customers for the nine months ended September 30, 2023 and 2022, respectively were:
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Nine Months Ended September 30, |
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Count |
2023 |
2022 |
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| 1 | $ | $ | |||||||
| 2 | |||||||||
| 3 | |||||||||
| 4 | |||||||||
| 5 | |||||||||
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Note 8: |
Share-Based Compensation |
During the year ended December 31, 2022, the Company granted to certain employees an aggregate of
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 $
The plan participants elected to have the Company withhold
The share-based compensation expense recognized by award type was $
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, 2022 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, 2022, filed on March 31, 2023.
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. These risks and uncertainties also include, but are not limited to, whether the objectives of the Company’s previously announced strategic alternatives review process will be achieved; the terms, timing, structure, benefits and costs of any strategic transaction; whether any such transaction will be consummated at all; the risk that the strategic alternatives review process and its announcement could have an adverse effect on the ability of the Company to retain customers, retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships, and on its operating results and business generally; the risk that the strategic alternatives review process could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting from the strategic alternatives review process; and the risk of any litigation relating to the strategic alternatives review process. 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. As noted in the announcement, the Board and the management team are considering a broad range of potential options, including continuing to operate CKX as a public, independent company or a sale of all or part of the company, among other potential alternatives. There is no deadline or definitive timetable set for the completion of the review of strategic alternatives and there can be no assurance that this process will result in CKX pursuing a transaction or any other strategic outcome.
Recent Developments
In the first quarter of 2019, the Company began developing several ranchette-style subdivisions on certain of its lands in Calcasieu and Beauregard Parishes using existing road rights of way. The Company has identified demand in those areas for ranchette-style lots, which consist of more than three acres each, and the Board of Directors and management believe this project will allow the Company to realize a return on its investment in the applicable lands after payment of expenses. The Company has completed and recorded 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 September 30, 2023, the Company has closed on the sale of 21 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 the first nine months of 2023, the Company closed on the sale of two 40-acre parcels located in Jefferson Davis Parish in which it had a 16.67% ownership interest (13.3 net acres) for proceeds to the Company of $149,992.
Results of Operations
Summary of Results
The Company’s results of operations for the nine months ended September 30, 2023 were driven primarily by a decrease in oil and gas and timber revenue, offset by an increase in surface revenues and a decrease in general and administrative expenses. The increase in surface revenues was primarily attributable to higher oil and gas delay rentals as well as a new pipeline right-of-way agreement. The decrease in general and administrative expenses is primarily due to a decrease in commissions, property taxes and payroll expenses, offset by an increase in stock compensation expense.
Revenue – Three Months Ended September 30, 2023
Total revenues for the three months ended September 30, 2023 were $259,031, a decrease of approximately 22% when compared with the same period in 2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended September 30, 2023 as compared to 2022, are as follows:
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Three Months Ended September 30, |
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2023 |
2022 |
Change from |
Percent Change |
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Revenues: |
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Oil and gas |
$ | 47,924 | $ | 188,233 | $ | (140,309 | ) | (74.5 | )% | |||||||
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Timber |
118,365 | 87,904 | 30,461 | 34.7 | % | |||||||||||
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Surface revenue |
92,742 | 54,095 | 38,647 | 71.4 | % | |||||||||||
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Total revenues |
$ | 259,031 | $ | 330,232 | $ | (71,201 | ) | (21.6 | )% | |||||||
Oil and Gas
Oil and gas revenues were 19% and 57% of total revenues for the three months ended September 30, 2023 and 2022, respectively. A breakdown of oil and gas revenues for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 is as follows:
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Three Months Ended September 30, |
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2023 |
2022 |
Change from |
Percent Change |
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Oil and Gas |
$ | 47,461 | $ | 187,575 | $ | (140,114 | ) | (74.7 | )% | |||||||
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Lease and geophysical |
463 | 658 | (195 | ) | (29.6 | )% | ||||||||||
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Total revenues |
$ | 47,924 | $ | 188,233 | $ | (140,309 | ) | (74.5 | )% | |||||||
CKX received oil and/or gas revenues from 58 and 80 wells during the three months ended September 30, 2023 and 2022, respectively.
Oil and gas revenues decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $140,114. The decrease was due to a decrease in the net oil and gas produced as well as a decrease in the average sales price.
Lease and geophysical revenues decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $195. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.
Timber
Timber revenue was $118,365 and $87,904 for the three months ended September 30, 2023 and 2022, respectively. The increase in timber revenues was due to normal business variations in timber customers’ harvesting.
Surface
Surface revenues increased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $38,647. The increase in surface revenue was due to an increase in oil and gas delay rentals which provide for payments by our lessees to postpone drilling operations during the primary term of the lease to keep the lease in effect, and surface leases, partially offset by a reduction in hunting leases on the Company’s property.
Revenue – Nine Months Ended September 30, 2023
Total revenues for the nine months ended September 30, 2023 were $795,173, a decrease of approximately 3% when compared with the same period in 2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the nine months ended September 30, 2023 as compared to 2022, are as follows:
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Nine Months Ended September 30, |
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2023 |
2022 |
Change from |
Percent Change |
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Revenues: |
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Oil and gas |
$ | 198,480 | $ | 412,375 | $ | (213,895 | ) | (51.9 | )% | |||||||
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Timber sales |
131,048 | 198,283 | (67,235 | ) | (33.9 | )% | ||||||||||
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Surface revenue |
465,645 | 211,704 | 253,941 | 120.0 | % | |||||||||||
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Total revenues |
$ | 795,173 | $ | 822,362 | $ | (27,189 | ) | (3.3 | )% | |||||||
Oil and Gas
Oil and gas revenues were 25% and 50% of total revenues for the nine months ended September 30, 2023 and 2022, respectively. A breakdown of oil and gas revenues for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 is as follows:
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Nine Months Ended September 30, |
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2023 |
2022 |
Change from |
Percent Change |
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Oil and Gas |
$ | 191,188 | $ | 408,832 | $ | (217,644 | ) | (53.2 | )% | |||||||
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Lease and geophysical |
7,292 | 3,543 | 3,749 | 105.8 | % | |||||||||||
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Total revenues |
$ | 198,480 | $ | 412,375 | $ | (213,895 | ) | (51.9 | )% | |||||||
CKX received oil and/or gas revenues from 66 and 87 wells during the nine months ended September 30, 2023 and 2022, respectively.
Oil and gas revenues decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $217,644. The decrease was due to a decrease in the net oil and gas produced as well as a decrease in the average sales price.
Lease and geophysical revenues increased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $3,749. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.
Timber
Timber revenue was $131,048 and $198,283 for the nine months ended September 30, 2023 and 2022, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.
Surface
Surface revenues increased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $253,941. The increase in surface revenue was due primarily to the receipt of pipeline right-of-way payments associated with a new agreement signed with a natural gas gathering customer, as well as an increase in oil and gas delay rentals, which provide for payments by our lessees to postpone drilling operations during the primary term of the lease to keep the lease in effect, partially offset by a reduction in hunting leases on the Company’s property.
Costs and Expenses – Three and Nine Months Ended September 30, 2023
Oil and gas costs decreased for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 by $10,801, and $11,923, respectively. These variances are due to the normal variations in year to year costs.
Timber costs decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $2,674. Timber costs decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $1,896. The decrease is primarily due to decreased timber management costs.
Surface costs decreased for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 by $0, and $4,094, respectively. This is primarily due to the timing of land repair and maintenance expenses incurred during the first three quarters of 2022, which were not incurred in 2023.
General and administrative expenses decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $164,921. This is primarily due to a decrease in stock compensation expense as the Company’s PSU expense was fully recognized in the first quarter of 2023. General and administrative expenses decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022 by $33,270. This is primarily due to a decrease in commissions, property taxes and payroll expenses, offset by an increase in stock compensation expense.
Gain on Sale of Land – Three and Nine Months Ended September 30, 2023
Gain on sale of land was $0 and $5,667 for the three months ended September 30, 2023 and 2022, respectively. Gain on sale of land was $149,992 and $5,667 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, this consisted of a gain on sale of two parcels of land.
Liquidity and Capital Resources
Sources of Liquidity
Current assets totaled $8,746,578 and current liabilities equaled $118,064 at September 30, 2023.
As of September 30, 2023 and December 31, 2022, the Company had no outstanding debt.
In the opinion of management, cash and cash equivalents are adequate for projected operations and possible land acquisitions.
The Company’s Board of Directors regularly evaluates a range of strategic alternatives that could increase shareholder value, and the Board and management conduct due diligence activities in connection with such alternatives. These include opportunities for growth though the acquisitions of land or other assets or business combinations, dispositions of assets and reinvestment of the proceeds, and other alternatives. Additionally, as noted above, the Company announced on August 21, 2023, that the Board had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders. 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 $252,420 and $176,096 for the nine months ended September 30, 2023 and 2022, respectively. The increase in cash provided by operating activities was attributable primarily to a decrease in net loss.
Net cash used in investing activities was $374,184 and $26,421 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, this primarily resulted from purchases of certificates of deposits of $1,508,042, 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 $20,737. For the nine months ended September 30, 2022, this primarily resulted from purchases of mutual funds of $2,791, purchases of property, plant and equipment of $12,835 and costs of reforesting timber of $16,462 offset by proceeds from the sale of fixed assets of $5,667.
Net cash used in financing activities was $0 and $176,592 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2022, this resulted from repurchases of common stock of $176,592.
Significant Accounting Polices and Estimates
There were no changes in our significant accounting policies and estimates during the nine months ended September 30, 2023 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2022.
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 nine months ended September 30, 2023, 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 September 30, 2023 the Company’s disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEMS 1 NOT APPLICABLE
ITEM 1A. RISK FACTORS
Significant Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including those under the heading “Item 1A. Risk Factors,” which, along with risks described in this report, are risks we believe could materially affect our business, financial condition, or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations in future periods.
There were no material changes during the period covered in this report to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2022, except as follows:
We cannot assure you that our exploration of strategic alternatives will result in us pursuing a transaction or that any such transaction would be successfully completed, and the process of reviewing strategic alternatives or its conclusion could adversely affect our business and our stockholders.
In August 2023, the Company announced that the Board of Directors had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders. We are actively working with financial and legal advisors in this strategic alternative review process.
We cannot make any assurances about the timing or outcome of the process, including whether the process will result in a transaction; what the terms, structure, benefits and costs of any transaction will be; or that any transaction that is agreed to will be completed. Entry into or completion of any potential transaction or other strategic alternatives would depend on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals and the availability of financing for a potential transaction on reasonable terms. Even if a transaction is entered into, we cannot assure you that it will be successful, achieve our objectives or have a positive effect on stockholder value. Our Board of Directors may also determine that no transaction is in the best interest of our stockholders.
We expect to incur expenses, which could be substantial, associated with identifying, evaluating and negotiating potential strategic alternatives. The process of reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business and our management team. We may also incur additional unanticipated expenses in connection with this process. In addition, we may be subject to costly and time-consuming litigation related to the process. Further, the process may result in the loss of potential business opportunities and have a negative effect on the market price and volatility of our common stock, as well as our ability to retain customers, recruit and retain qualified personnel, and maintain other business relationships.
In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly.
ITEM 2. NOT APPLICABLE
ITEMS 3 – 5. NOT APPLICABLE
ITEM 6. EXHIBITS
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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31.1* |
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31.2* |
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32.1** |
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32.2** |
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101.INS |
Inline XBRL Instance |
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101.SCH |
Inline XBRL Taxonomy Extension Schema |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation |
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101.DEF |
Inline XBRL Taxonomy Extension Definition |
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101.LAB |
Inline XBRL Taxonomy Extension Labels |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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* |
Filed herewith |
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** |
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: November 9, 2023
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CKX LANDS, INC. |
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By: |
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/s/ W. Gray Stream |
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W. Gray Stream |
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President |
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(Principal executive officer) |