CKX LANDS, INC. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K
þ
|
Annual
Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
For the
fiscal year ended December 31, 2009
o
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
For the
transition period from
to
Commission
File Number 1-31905
CKX
Lands, Inc.
(Exact
name of registrant as specified in its Charter)
Louisiana
(State
or other jurisdiction of
incorporation
or organization)
|
72-0144530
(I.R.S.
Employer Identification Number)
|
700
Pujo Street
Lake
Charles, LA
(Address
of principal executive offices)
|
70601
(Zip
Code)
|
Registrant’s
telephone number, including area code: (337) 493-2399
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock with no par value
|
NYSE
Amex
|
|
Title
of each class
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Name
of each exchange on which
registered
|
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 þ
NO o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. þ
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
o
|
Accelerated
filer
o
|
Non-accelerated
filer
o
(Do not check if a smaller reporting company)
|
Smaller
reporting company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
YES o
NO þ
The
aggregate market value of the voting and non-voting stock held by non-affiliates
of the registrant as of June 30, 2009 was $19,938,533 based on the last
reported sales price of the Common Stock on June 30, 2009 on the NYSE
Amex.
The
number of shares of the registrant’s Common Stock outstanding as of March 18,
2010, was 1,942,495.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Registrant’s definitive Proxy Statement prepared in connection with the
2010 Annual Meeting of Stockholders are incorporated by reference into Part III,
Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.
Transitional
Small Business Disclosure
Format Yes
¨ No
þ
PART
I
Item
1.
|
BUSINESS
|
General
Description
CKX
Lands, Inc. is a Louisiana corporation organized in 1930 as Calcasieu Real
Estate & Oil Co., Inc., to receive non-producing mineral royalties spun off
by a Southwest Louisiana bank. Over the years, as some of the
royalties yielded oil and gas income, the Company used the proceeds to purchase
land. On May 17, 2005, the Company changed its name from Calcasieu
Real Estate & Oil Co., Inc. to CKX Lands, Inc. The primary reason
for the change was to help make clear that the Company is not directly involved
in oil and gas exploration or operations. As used herein, the
“Company” or “CKX” refers to CKX Lands, Inc.
The
Company’s shares are listed on the NYSE Amex (previously known as American Stock
Exchange), under the symbol CKX. As of March 18, 2010, there were
1,942,495 shares outstanding. The Company had a common equity public
float of less than $75 million as of the last business day of the second fiscal
quarter. Consequently, the Company is a small reporting company
under the Securities Exchange Commission regulations.
As a
reporting company, CKX is subject to the informational requirements of the
Securities Exchange Act of 1934 (the “Exchange Act”) and accordingly files its
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, proxy statements and other information with the Securities and
Exchange Commission (the “SEC”). The public may read and copy any
materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street,
N.E., Room 1580, Washington, DC 20549. Please call the SEC at (800)
SEC-0330 for further information on the Public Reference Room. As an
electronic filer, CKX’s public filings are maintained on the SEC’s Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC.
The
Company owns land and mineral interests, all of which are located in Southwest
Louisiana. The Company collects income from this land in the form of
oil and gas royalties, agriculture rentals and timber sales. The
Company is not involved in the exploration or production of oil and gas nor does
it actively farm its lands. These activities are performed by others
for royalties or rentals. Parts of the Company’s land are owned in
indivision with other owners. The Company’s ownership share in most
of this acreage is one-sixth. For convenience the owners jointly
operate an entity known as Walker Louisiana Properties (“WLP”) to manage this
acreage. Neither the Company nor Walker Louisiana Properties consider
themselves to be in oil and gas producing activities inasmuch as: (1)
they do not search for crude oil or natural gas in their natural states; (2)
they do not acquire property for the purpose of exploration or the removing of
oil and gas; and (3) they are not involved in construction, drilling and/or
production activities necessary to retrieve oil and gas.
Oil and
gas royalties are paid by the operators who own the wells. Timber
income is paid by the highest bidder of the timber. There are several
mills in the immediate area that compete for timber. All of the
agriculture income comes from tenants who pay annual cash rents. The
prices paid for oil, gas and timber depend on national and international market
conditions. Oil and gas revenues were 89.5% of the Company’s total
revenues in 2009 and 95.8% in 2008.
The
source of all raw materials for the Company is the land
itself. Timber income and agriculture income are renewable
resources. All oil and gas income will eventually deplete, but we
have no access to this data.
The
Company does not spend any money on Research and Development.
The
Company does not need government approval of its principal products or services
except that the State of Louisiana must approve the size & location of all
oil and gas producing units.
Employees
The
Company has four employees, all of whom are part-time. There are
three officers, and one clerical person. The Company is subject to no
union contracts nor does the Company have any hospitalization, pension,
1
profit
sharing, option or deferred compensation programs. WLP has five
full-time employees, and two of these employees are part-time employees of the
Company. One employee of WLP is devoted full-time to agriculture, and
one employee of WLP is devoted full-time to timber.
Customers
The
Company’s customers are those who have mineral leases on the Company’s property
or purchase the timber in competitive bids or execute farming
leases. The largest customers are the oil and gas operators under the
mineral leases. During 2009, the Company received approximately 30.7%
of its total revenues from Swift Energy, 12.3% from Riceland Petroleum, 7.8%
from Cox and Perkins, and 6.1% from Kaiser-Francis Oil. Termination
of cash receipts from any of these customers or underlying production would have
a material adverse effect on the Company.
Environmental and Other
Governmental Regulations
The
operators of the wells are responsible for complying with environmental and
other governmental regulations. However, should an operator abandon a
well located on Company land without following prescribed procedure, the land
owners could possibly be held responsible. The Company does not
believe this would have a material effect on its financial
condition.
Item
2.
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PROPERTIES
|
The
Company owns a total of 10,941 net acres in the Louisiana Parishes of Allen,
Beauregard, Calcasieu, Cameron, Jefferson Davis, LaFourche, Sabine, St. Landry
and Vermilion. Most of the acreage is in Southwest
Louisiana. Much of this land is owned in
indivision. Ownership is as follows:
2009
|
||
100%
|
Ownership
|
4,152
acres
|
40%
|
Ownership
of 1,620 acres with Walker Louisiana Properties
|
648
acres
|
50%
|
Ownership
of 440 acres with Prairie Land Company
|
220
acres
|
16.667%
|
Ownership
of 35,528 acres comprising Walker Louisiana Properties
|
5,921
acres
|
Of the
total 10,941 net acres owned by CKX, timberland comprises 6,942 acres, 3,014
acres are agricultural land, 740 acres are marsh land and 245 acres are future
subdivision land.
The table
below shows, for the years ended December 31, 2009, and December 31, 2008, the
Company’s net gas produced in thousands of cubic feet (MCF), net oil produced in
barrels (Bbl), and average sales prices relating to oil and gas attributable to
the royalty interests of the Company.
Year Ended
12/31/09
|
Year Ended
12/31/08
|
|||||||
Net
gas produced (MCF)
|
98,489 | 113,150 | ||||||
Average
gas sales price (per MCF)(1)
|
$ | 5.06 | $ | 9.92 | ||||
Net
oil produced (Bbl)(2)
|
15,429 | 17,114 | ||||||
Average
oil sales price (per Bbl)(1,2)
|
$ | 58.30 | $ | 105.20 |
Notes to
above schedule:
(1) Before
deduction of production and severance taxes.
(2)
Excludes plant products.
2
Item
3.
|
LEGAL
PROCEEDINGS
|
The
Company was not involved in any legal proceedings as of December 31,
2009.
Item
4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
There
were no matters submitted to a vote of security holders during the three months
ended December 31, 2009.
PART
II
Item
5.
|
MARKET
FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
The
Company’s Common Stock is traded on the NYSE Amex (previously known as American
Stock Exchange) under the trading symbol CKX since its listing on December 8,
2003. Prior to the listing there was no established public trading
market for the Common Stock, and there had been only limited and sporadic
trading in the Common Stock, principally among its shareholders. On
February 12, 2010, there were approximately 550 stockholders of
record. The Company believes that there are approximately 1,000
beneficial owners of its Common Stock. There were no sales of
unregistered securities of the Company and no purchases of equity securities of
the Company during 2009 by the Company. The following table sets
forth the high and low sales prices as reported in the Wall Street Journal for
the Common Stock by quarter during 2009 and 2008.
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||||
Common
stock price per share 2009
|
high
|
$ | 13.55 | 14.99 | 12.84 | 12.56 | |||||||||||
|
low
|
$ | 10.95 | 11.25 | 11.22 | 11.25 | |||||||||||
Common
stock price per share 2008
|
high
|
$ | 16.50 | 14.50 | 13.29 | 14.05 | |||||||||||
|
low
|
$ | 12.63 | 12.90 | 10.58 | 10.76 |
The
Company has paid cash dividends since 1990. The Company is currently
paying a quarterly dividend of 7¢ per share and intends to maintain quarterly
dividends. 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. In 2009, the Company did not pay an extra dividend
to shareholders. In 2008, The Company paid an extra dividend of 50¢
per share to shareholders of record at December 15, 2008. A summary
of cash dividends is set forth in the table below.
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Year Total
|
||||||||||||||||
Cash
Dividend per Share
|
||||||||||||||||||||
2009
|
$ | 0.07 | 0.07 | 0.07 | 0.07 | 0.28 | ||||||||||||||
2008
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$ | 0.07 | 0.07 | 0.07 | 0.57 | 0.78 |
Pursuant
to a dividend reversion clause in the Company’s Articles of Incorporation,
dividends not claimed within one year after a dividend becomes payable will
expire and revert in full ownership to the Company and the Company’s obligation
to pay such dividend will cease. During 2009 and 2008, the Company
received $10,070 and none, respectively, in dividend
reversions.
3
Item
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Overview
CKX
Lands, Inc. 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 minerals 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 American Airline’s fifty percent
undivided interest in approximately 35,000 acres in Southwest
Louisiana.
Today
most of the Company’s income is derived from mineral production on the land
acquired over the years. CKX receives income from seismic permits,
mineral leases and the landowner’s portion of any oil and gas
production. CKX also receives income from agriculture rents and
timber sales. The Company’s activities are passive in that it doesn’t
explore for oil and gas, operate wells or farm land. All timber
activities, including planting and harvesting, are contracted.
The
Company’s income fluctuates as new oil and gas production is discovered on
Company land and as wells deplete. Oil and gas activity has decreased
from prior year due to lower prices and technology developments used in the
Haynesville shale located in northwest Louisiana have pulled drilling resources
from our area of operation.
CKX has
small interests in 40 different oil and gas fields. The size of the
interest is determined by the Company’s net ownership in the acreage unit for
the well. CKX’s interests range from 0.0033% for the smallest to
4.167% 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 under the Company’s current land holdings will be
depleted. The Company is constantly looking for additional land to be
purchased in southwest Louisiana. Preferably, we search for
timberland that has mineral potential.
Results of
Operations
Fiscal
Year 2009 Compared to Fiscal Year 2008
Revenues
for 2009 were $1,722,132, a decrease of 48.4% when compared with 2008 revenues
of $3,335,874.
Oil and
gas revenues decreased by $1,653,048, or 51.7%, to $1,541,359 in
2009. Oil and gas revenues consist of royalty, lease rental and
geophysical revenue. Royalty revenue decreased by $1,578,493 or
52.4%, and lease rentals decreased by $70,925 or 40.4%, from
2008. Geophysical revenues decreased by $3,630, or 46.4%, from
2008.
Gas
production decreased by 14,671 MCF, and the average gas sales price per MCF
decreased by 49.4% resulting in a decrease in gas revenue of
$632,206. Revenue from oil production decreased by $946,287, due to
an decrease of 38.1% in the average barrel sales price and a decrease in
production of approximately 4,824 barrels.
4
The
following eight fields produced 76.0% and 78.26% of the Company’s oil and gas
revenues in 2009 and 2008, respectively. This following schedule
shows the number of barrels of oil (Bbl Oil) and MCF of gas (MCF Gas) produced
in 2009 and 2008.
Bbl Oil
|
MCF Gas
|
|||||||||||||||
Field
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
South
Bear Head Creek
|
6,577 | 4,318 | 15,432 | 11,456 | ||||||||||||
South
Jennings
|
1,612 | 1,162 | 26,452 | 26,502 | ||||||||||||
South
Gordon
|
2,241 | 4,285 | 2,745 | 5,623 | ||||||||||||
South
Lake Charles
|
983 | — | 9,511 | — | ||||||||||||
Vinton
|
1,200 | 1,648 | — | — | ||||||||||||
Southeast
Lunita
|
98 | 298 | 8,119 | 14,935 | ||||||||||||
Bon
Air
|
390 | 1,692 | 2,425 | 14,471 | ||||||||||||
Castor
Creek
|
148 | 266 | 5,226 | 9,880 |
From
review of the limited information provided by the field operators, it appears
field production increases was due to reworking or recompleting existing
wells. Field production decreases were due to expected
depletion.
In 2009
the Company was a lessor in six new mineral leases covering a total of 608 gross
acres. The Company’s net acres leased in 2009 were 232
acres. The new leased acres are located in four different
Parishes.
During
2009, the Company continued to see a reduction in oil and gas leasing activity
over prior years. With the decrease in oil and gas prices and the
increased focus on the Haynesville shale play in northwest Louisiana, this
decrease is an expected current trend.
Timber
income increased by $36,786 to $76,855, an increase of 91.8% from
2008. This increase is attributable to our internal maintenance
programs for age class timber and storm protection measures. The
timber market was depressed throughout 2009 due to the weak housing
market.
Agriculture
income increased by $2,521 or 2.5%. There were no significant changes
in our agriculture operations during 2009.
Outlook for Fiscal Year
2010
The
Company continues to actively search for lands that meet our criteria of
timberland with mineral potential. In the last quarter of 2009, the
Company noted an increase in the available timberland for sale at reasonable
fair values. We believe that the current national economy condition,
primarily a slowdown in construction, has caused the increase and we look for
2010 to provide us with increased opportunities to purchase
land. Currently, the Company has under contract to purchase 191 net
acres with standing timber and ½ minerals. Management expects this
purchase to consummate by the end of the first quarter in 2010.
Currently,
there are 13 non-producing mineral leases covering 1,498.21 gross acres, or
512.17 net acres. The Company believes that some of these leases will
be drilled and production discovered as oil and gas prices are projected to
increase as the national economy improves.
The
Company expects timber prices to remain depressed in 2010 due to a continued
weak housing market. We do expect timber revenue to remain flat as we
perform our maintenance programs during 2010.
We are
unaware of any changing trends in our agriculture operations and expect
agriculture income to remain flat in 2010.
5
Liquidity and Capital
Resources
The
Company’s current assets and securities available-for-sale totaled $6,689,553
and total liabilities equaled $244,321 at December 31,
2009. Additional sources of liquidity include the Company’s
certificates of deposits and an available bank line of credit for
$1,000,000.
In the
opinion of management, current cash flow from operations, cash and cash
equivalents, investments and the available line of credit are adequate for
projected operation, possible land purchases and continuation of the regular
cash dividend.
Critical Accounting
Policies
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those
estimates. The most significant accounting estimates inherent in the
preparation of our financial statements include the following
items:
Our
accounts receivable consist of incomes received after year end for royalties
produced prior to year end. When there are royalties that have not
been received at the time of the preparation of the financial statements for
months in the prior year, we estimate the amount to be received based on the
last month’s royalties that were received from that particular
company. We do not maintain an allowance for doubtful accounts
because we can confirm virtually all receivables before they are booked as
income.
The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, “Accounting for Income Taxes (SFAS 109)” which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax bases of assets and liabilities.
When land
is purchased with standing timber, the cost is divided between land and timber
based on timber cruises contracted by the Company. Reforestation
costs are capitalized and added to the timber asset account. The
timber asset is depleted when the timber is sold based on the percentage of the
timber sold from a particular tract applied to the amount capitalized for timber
for that tract.
Forward Looking
Statements
Certain
matters contained in this report are forward-looking statements including,
without limitation, the information contained under the heading “Outlook for
Fiscal Year 2010” in Item 6 of this report. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control and difficult to
predict. Therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward-looking
statements. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this
report. Unless legally required, the Company undertakes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional information may
be obtained by reviewing the information set forth below under “Significant Risk
Factors” and information contained in the Company’s reports periodically with
the SEC.
6
Item
7A.
|
QUANTITIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Significant Risk
Factors
The
Company’s business and operations are subject to certain risks and
uncertainties, including:
Reliance upon Oil and Gas
Discoveries
The
Company’s most significant risk is its reliance upon others to perform
exploration and development for oil and gas on its land. Future
income is dependent on others finding new production on the Company’s land to
replace present production as it is depleted. Oil and gas prices as
well as new technology will affect the possibility of new
discoveries.
Commodity
Prices
All of
the Company’s operating income comes from the sale of commodities produced from
its real estate: oil and gas, forest products, and agriculture
products. Fluctuations in these commodity prices will directly impact
net income. In 2009, average gas prices paid to the Company were 49.4
% lower than the average in 2008, and average oil prices were also lower in 2009
than in 2008, by 38.1%. If the average oil and gas prices in 2009
reverted to the 2008 averages, income before income tax would have increased by
approximately 74.0%.
Interest Rate
Risks
The
Company has no direct exposure to changes in foreign currency exchange rates and
minimal direct exposure to interest rates. The Company has an
unsecured line of credit with Chase at their prime rate, but the Company hasn’t
utilized this line and has no current plans to do so.
Item
8.
|
FINANCIAL
STATEMENTS
|
All
financial statements required by this item are listed in the Table of Contents
to Financial Statements appearing immediately after the signature page of this
Form 10-K and are included herein by reference.
Item
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
None.
Item
9A (T).
|
CONTROLS
AND PROCEDURES
|
Evaluation of Disclosure
Controls and Procedures
The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s Securities Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
As of
December 31, 2009, an evaluation was performed under the supervision and with
the participation of the Company’s management, including the principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures. Based
on that evaluation, the Company’s management, including the principal executive
officer and principal financial officer, concluded that the Company’s disclosure
controls and procedures were effective as of December 31, 2009.
7
Management’s Annual Report
on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (“ICFR”) for the
Company. In assessing the Company’s ICFR, management follows the
Committee of Sponsoring Organizations of the Treadway Commission’s (“COSO”)
Internal Control over Financial Reporting – Guidance for Smaller Public
Companies Integrated Framework (2006) in assessing the effectiveness of the
Company’s ICFR. Management shall determine ICFR ineffective if a
material weakness exists in the controls.
Due to
the Company’s management inability to assess Walker Louisiana Properties’ ICFR
and lack of compensating controls, management has assessed the Company’s ICFR as
ineffective as of December 31, 2009. The Company owns a one-sixth interest in
WLP and WLP’s activities are material to the Company. WLP prepares
cash basis interim financial statements and audited GAAP basis financial
statements at year end. At report date, we have not identified a plan
or process to remediate the ineffectiveness of the ICFR.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
During
the quarter ending December 31, 2009, the Company’s Management followed the COSO
Internal Control over Financial Reporting – Guidance for Smaller Public
Companies Integrated Framework (2006) when assessing the ICFR. During
the quarter ending December 31, 2009, there have been no changes in the
Company’s internal control over financial reporting that has materially affected
or is reasonably likely to affect, the Company’s internal control over financial
reporting.
Item
9B.
|
OTHER
INFORMATION
|
None.
8
PART
III
Item
10.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
|
The
information required by Item 10 as to directors, nominees for directors, reports
under Section 16 of the Securities Exchange Act of 1934, the Registrant’s
audit committee and an audit committee financial expert is included in the
Registrant’s definitive proxy statement to be filed pursuant to Section 14(a) of
the Securities Exchange Act of 1934 and is incorporated herein by
reference.
Executive
officers of Registrant are as follows:
Name
|
Age
|
Position with Registrant
|
||
Joseph
K. Cooper
|
66
|
President,
Chief Executive Officer and Director
|
||
Brian
R. Jones, CPA
|
49
|
Treasurer,
Chief Financial Officer and Director
|
||
Charles
D. Viccellio
|
76
|
Vice
President, Secretary and
Director
|
The
occupations of such executive officers during the last five years and other
principal affiliations are:
Name
|
Occupations
|
|
Joseph
K. Cooper
|
President
and Chief Executive Officer of CKX Lands, Inc. since 2008 and 2009,
respectively; Manager of Walker Louisiana Properties, Vice President and
Operations Manager of Prairie Land Co.
|
|
Brian
R. Jones, CPA
|
Treasurer
and Chief Financial Officer of CKX Lands, Inc. since December 1, 2006;
Managing member of BRJ Services, LLC.
|
|
Charles
D. Viccellio
|
Vice-President
and Secretary of the Company since 1997 and Director of the Company since
1996; Attorney in the law firm of Stockwell, Sievert, Viccellio, Clements
& Shaddock,
LLP.
|
There are
no family relationships between any of our directors, except Mrs. Leach and Mrs.
Werner are mother and daughter, and executive officers or any arrangement or
understanding between any of our executive officers and any other person
pursuant to which any executive officer was appointed to his
office.
The
Company has adopted a Code of Ethics that applies to officers, directors and
employees. A copy of the code of ethics will be provided by writing
the President at P.O. Box 1864, Lake Charles, Louisiana 70602.
9
Item
11.
|
EXECUTIVE
COMPENSATION
|
The
information required by Item 11 is included in the Registrant’s definitive proxy
statement to be filed pursuant to Section 14(a) of the Securities and Exchange
Act of 1934 and is incorporated herein by reference.
Item
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
The
information required by Item 12 is included in the Registrant’s definitive proxy
statement to be filed pursuant to Section 14(a) of the Securities Exchange Act
of 1934 and is incorporated herein by reference.
Item
13.
|
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
The
information required by Item 13 is included in the Registrant’s definitive proxy
statement to be filed pursuant to Section 14(a) of the Securities and Exchange
Act of 1934 and is incorporated herein by reference.
Item
14.
|
PRINCIPAL
ACCOUNTANTS FEES AND SERVICES
|
The
information required by Item 14 is included in the Registrant’s definitive proxy
statement to be filed pursuant to Section 14(a) of the Securities and Exchange
Act of 1934 and is incorporated herein by reference.
10
PART
IV
Item
15.
|
EXHIBITS,
FINANCIAL STATEMENTS SCHEDULES
|
|
(a)
|
Documents
filed as part of this report:
|
|
(1)
|
Financial
Statements. The financial statements filed as part of this
report are listed in the Table of Contents to Financial Statements
appearing immediately after the signature page of this Form 10-K and are
included herein by reference.
|
|
(2)
|
Financial
Statement Schedules. Financial Statement Schedules are not
required.
|
|
(3)
|
Exhibits.
See (b) below
|
|
(b)
|
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-K for year ended December 31,
2003.
|
|
23.1
|
Consent
of McElroy, Quirk & Burch filed
herewith.
|
|
31.1
|
Certification
of Joseph K. Cooper, President and Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
|
31.2
|
Certification
of Brian R. Jones, CPA, Treasurer and Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
|
32
|
Certification
of Joseph K. Cooper, President and Chief Executive Officer and Brian R.
Jones, CPA, Treasurer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 filed herewith.
|
11
SIGNATURES
Pursuant
to the requirement of Section 13 or 15(d) 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 on March 18, 2010.
CKX
LANDS, INC.
|
||
BY:
|
/s/ Brian R. Jones, CPA
|
|
Name:
|
Brian
R. Jones, CPA
|
|
Title:
|
Treasurer
and Chief Financial Officer
|
Pursuant
to the requirements of the Securities Act of 1934, this report has been signed
below by the following persons in the capacities indicated with regard to CKX
Lands, Inc. on March 18, 2010.
/s/ Joseph K. Cooper
|
||
Joseph
K. Cooper
|
President
and Chief Executive Officer
|
|
(Principal
Executive Officer and Director)
|
||
/s/ Brian R. Jones, CPA
|
||
Brian
R. Jones, CPA
|
Treasurer
and Chief Financial Officer
|
|
(Principal
Financial Officer and Director)
|
||
/s/ Charles D. Viccellio
|
||
Charles
D. Viccellio
|
Vice
President & Secretary
|
|
(Director)
|
||
/s/ Henry E. Blake
|
||
Henry
E. Blake
|
Director
|
|
/s/ Elizabeth Hollins
|
||
Elizabeth
Hollins
|
Director
|
|
/s/ Laura A. Leach
|
||
Laura
A. Leach
|
Director
|
|
/s/ B. James Reaves, III
|
||
B.
James Reaves, III
|
Director
|
|
/s/ Mary W. Savoy
|
||
Mary
W. Savoy
|
Director
|
|
/s/ William Gray Stream
|
||
William
Gray Stream
|
Director
|
|
/s/ Mary Leach Werner
|
||
Mary
Leach Werner
|
Director
|
12
CKX
LANDS, INC.
Table
of Contents
Page
|
|
REPORT
OF INDEPENDENT AUDITORS ON THE FINANCIAL STATEMENTS
|
14
|
FINANCIAL
STATEMENTS
|
|
Balance
Sheets
|
15
|
Statements
of Income
|
16
|
Statements
of Changes in Stockholders’ Equity
|
17
|
Statements
of Cash Flows
|
18
|
Notes
to Financial Statements
|
19-26
|
13
[MCELROY,
QUIRK & BURCH LETTERHEAD]
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Stockholders
of CKX Lands, Inc.
Lake
Charles, Louisiana
We have
audited the accompanying balance sheets of CKX Lands, Inc. as of December 31,
2009 and 2008, and the related statements of income, stockholders' equity and
comprehensive income, and cash flows for each of the years in the two year
period ended December 31, 2009. CKX Lands, Inc.’s management is
responsible for these financial statements. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CKX Lands, Inc. as of December 31,
2009 and 2008, and the results of its operations and its cash flows for each of
the years in the two year period ended December 31, 2009, in conformity with
accounting principles generally accepted in the United States of
America.
/s/
McElroy, Quirk & Burch
Lake
Charles, Louisiana
March 18,
2010
14
CKX
Lands, Inc.
Balance
Sheets
December
31, 2009 and 2008
2009
|
2008
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,977,106 | $ | 5,779,491 | ||||
Certificates
of deposit
|
720,000 | — | ||||||
Accounts
receivable
|
162,356 | 226,268 | ||||||
Prepaid
expense and other assets
|
36,225 | 97,636 | ||||||
Total
Current Assets
|
4,895,687 | 6,103,395 | ||||||
Securities
Available-for-Sale
|
1,793,866 | 522,102 | ||||||
Certificates
of Deposit
|
240,000 | — | ||||||
Property
and Equipment:
|
||||||||
Building
and equipment less accumulated depreciation of $70,447 and $65,084,
respectively
|
13,609 | 11,216 | ||||||
Timber
less accumulated depletion of $575,057 and $530,951,
respectively
|
350,665 | 362,991 | ||||||
Land
|
2,851,526 | 2,821,300 | ||||||
Total
Property and Equipment, net
|
3,215,800 | 3,195,507 | ||||||
Total
Assets
|
$ | 10,145,353 | $ | 9,821,004 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
Liabilities:
|
||||||||
Trade
payables and accrued expenses
|
$ | 46,594 | $ | 43,961 | ||||
Income
tax payable:
|
||||||||
Current
|
— | — | ||||||
Deferred
|
15,909 | 32,344 | ||||||
Total
Current Liabilities
|
62,503 | 76,305 | ||||||
Noncurrent
Liabilities:
|
||||||||
Deferred
income tax payable
|
181,818 | 181,818 | ||||||
Stockholders’
Equity:
|
||||||||
Common
stock, no par value; 3,000,000 shares authorized; 2,100,000 shares
issued
|
72,256 | 72,256 | ||||||
Retained
earnings
|
10,170,940 | 9,857,876 | ||||||
Accumulated
other comprehensive income
|
33,352 | 8,265 | ||||||
Less
cost of treasury stock (157,505 shares)
|
(375,516 | ) | (375,516 | ) | ||||
Total
Stockholders’ Equity
|
9,901,032 | 9,562,881 | ||||||
Total
Liabilities and Stockholders’ Equity
|
$ | 10,145,353 | $ | 9,821,004 |
The
accompanying notes are an integral part of these financial
statements.
15
CKX
Lands, Inc.
Statements
of Income
Years
Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Oil
and gas
|
$ | 1,541,359 | $ | 3,194,407 | ||||
Agriculture
|
103,918 | 101,397 | ||||||
Timber
|
76,855 | 40,070 | ||||||
Total
revenues
|
1,722,132 | 3,335,874 | ||||||
Costs
and Expenses:
|
||||||||
Oil
and gas production
|
138,658 | 250,958 | ||||||
Agriculture
|
6,507 | 7,192 | ||||||
Timber
|
68,087 | 32,122 | ||||||
General
and administrative
|
378,250 | 397,016 | ||||||
Depreciation
and depletion
|
49,469 | 21,578 | ||||||
Total
cost and expenses
|
640,971 | 708,866 | ||||||
Income
from operations
|
1,081,161 | 2,627,008 | ||||||
Other
Income / (Expense):
|
||||||||
Interest
income
|
23,479 | 123,599 | ||||||
Dividend
income
|
29,936 | 30,383 | ||||||
Change
in unrealized losses on securities available-for-sale
|
(23,920 | ) | (23,920 | ) | ||||
Gain
/ (loss) on sale of securities available-for-sale
|
— | (116,730 | ) | |||||
Gain
on sale of land and other assets
|
43,884 | 86,741 | ||||||
Net
other income / (expense)
|
73,379 | 100,073 | ||||||
Income
before income taxes
|
1,154,540 | 2,727,081 | ||||||
Federal
and State Income Taxes:
|
||||||||
Current
|
340,808 | 766,340 | ||||||
Deferred
|
(33,160 | ) | (8,237 | ) | ||||
Total
federal and state income taxes
|
307,648 | 758,103 | ||||||
Net
income
|
$ | 846,892 | $ | 1,968,978 | ||||
Per
Common Stock (1,942,495 shares):
|
||||||||
Net
income
|
$ | 0.44 | $ | 1.01 | ||||
Dividends
paid
|
$ | 0.28 | $ | 0.78 |
The
accompanying notes are an integral part of these financial
statements.
16
CKX
Lands, Inc.
Statements
of Changes in Stockholders’ Equity
Years
ended December 31, 2009 and 2008
Comprehensive
Income
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Capital
Stock
Issued
|
Treasury
Stock
|
||||||||||||||||
December
31, 2007 Balance
|
$ | 9,404,044 | $ | 91,834 | $ | 72,256 | $ | 375,516 | ||||||||||||
Comprehensive
income:
|
||||||||||||||||||||
Net
income
|
$ | 1,968,978 | 1,968,978 | — | — | — | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holdings gains occurring during period, net of taxes of
$65,281
|
(97,921 | ) | ||||||||||||||||||
Change
in recognized unrealized loss on securities available for sale, net of
taxes of $9,568
|
14,352 | |||||||||||||||||||
Other
Comprehensive income, net of taxes
|
(83,569 | ) | — | (83,569 | ) | — | — | |||||||||||||
Total
comprehensive income
|
$ | 1,885,409 | ||||||||||||||||||
Dividends
|
(1,515,146 | ) | — | — | — | |||||||||||||||
December
31, 2008 Balance
|
$ | 9,857,876 | $ | 8,265 | $ | 72,256 | $ | 375,516 | ||||||||||||
|
||||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||
Net
income
|
$ | 846,892 | 846,892 | — | — | — | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holdings gains occurring during period, net of taxes of
$7,157
|
10,735 | |||||||||||||||||||
Change
in recognized unrealized loss on securities available for sale, net of
taxes of $9,568
|
14,352 | |||||||||||||||||||
Other
Comprehensive income, net of taxes
|
25,087 | — | 25,087 | — | — | |||||||||||||||
Total
comprehensive income
|
$ | 871,979 | — | — | — | |||||||||||||||
Dividends
Paid
|
(543,898 | ) | — | — | — | |||||||||||||||
Dividend
Reversion
|
10,070 | — | — | — | ||||||||||||||||
December
31, 2009 Balance
|
$ | 10,170,940 | $ | 33,352 | $ | 72,256 | $ | 375,516 |
The
accompanying notes are an integral part of these financial
statements.
17
CKX
Lands, Inc.
Statements
of Cash Flows
Years
Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
Income
|
$ | 846,892 | $ | 1,968,978 | ||||
Less
non-cash (income) expenses included in net income:
|
||||||||
Depreciation
and depletion
|
49,469 | 21,578 | ||||||
Deferred
income tax expense
|
(33,160 | ) | (8,237 | ) | ||||
Less
non-operating activities:
|
||||||||
Unrealized
(Gain) loss on securities
|
23,920 | 23,920 | ||||||
(Gain)
loss from sales of securities available-for-sale
|
— | 116,730 | ||||||
Gain
from sale of land and other assets
|
(43,884 | ) | (64,426 | ) | ||||
Change
in operating assets and liabilities:
|
||||||||
(Increase)
decrease in current assets
|
125,323 | 109,423 | ||||||
Increase
(decrease) in current liabilities
|
2,633 | (738,541 | ) | |||||
Net
cash provided from operating activities
|
971,193 | 1,429,425 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Certificate
of Deposits:
|
||||||||
Proceeds
|
— | 1,052,270 | ||||||
Purchase
|
(960,000 | ) | — | |||||
Available-for-sale
securities:
|
||||||||
Proceeds
|
— | 1,283,988 | ||||||
Purchases
|
(1,253,872 | ) | — | |||||
Building,
equipment and other assets:
|
||||||||
Proceeds
|
12,749 | 176,926 | ||||||
Purchases
|
(7,756 | ) | (121,946 | ) | ||||
Timber:
|
||||||||
Proceeds
|
— | 23,126 | ||||||
Purchases
|
(31,780 | ) | — | |||||
Land:
|
||||||||
Proceeds
|
34,286 | — | ||||||
Purchases
and improvements
|
(33,377 | ) | (459,303 | ) | ||||
Proceeds
held in 1031 trust account
|
— | 3,198,153 | ||||||
Net
cash provided from investing activities
|
(2,239,750 | ) | 5,153,214 | |||||
Cash
Flows From Financing Activities:
|
||||||||
Dividends
paid net of refunds
|
(543,898 | ) | (2,428,118 | ) | ||||
Dividend
Reversions
|
10,070 | — | ||||||
Net
cash used in financing activities
|
(533,828 | ) | (2,428,118 | ) | ||||
Net
increase in cash and cash equivalents
|
(1,802,385 | ) | 4,154,521 | |||||
Cash
and cash equivalents:
|
||||||||
Beginning
|
5,779,491 | 1,624,970 | ||||||
Ending
|
$ | 3,977,106 | $ | 5,779,491 | ||||
Supplemental disclosures of cash flow
information
|
||||||||
Cash
payments for:
|
||||||||
Interest
|
$ | — | $ | — | ||||
Income
taxes
|
$ | 279,437 | $ | 927,210 | ||||
Supplemental schedule of noncash investing and
financing activities
|
||||||||
Net
change in unrealized and realized gains on available-for-sale
securities
|
$ | 25,087 | $ | (83,569 | ) |
The accompanying notes are an integral
part of these financial statements.
18
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
Note
1.
|
Nature
of Business and Significant Accounting
Policies
|
Nature of
business:
The
Company’s business is the ownership and management of land. The
primary activities consist of leasing its properties for minerals (oil and gas)
and agriculture and raising timber.
Significant accounting
polices:
Accounting
standards codification:
In the
third quarter of 2009, we adopted changes issued by the Financial Accounting
Standards Board (FASB) to the authoritative hierarchy of accounting principles
generally accepted in the United States (GAAP). These changes establish the FASB
Accounting Standards Codification (Codification) as the source of authoritative
accounting principles recognized by the FASB to be applied in the preparation of
financial statements in conformity with GAAP. Rules and interpretive releases of
the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also sources of authoritative GAAP. The FASB will no longer
issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts; instead the FASB will issue Accounting Standards
Updates. These changes and the Codification itself do not change GAAP. Other
than the manner in which new accounting guidance is referenced, the adoption of
these changes had no impact on our financial statements.
Pervasiveness
of estimates:
The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash
equivalents:
Cash
equivalents are highly liquid debt instruments with original maturities of three
months or less when purchased.
Certificate
of deposits:
Certificates
of deposit have maturities greater than three months when purchased, in amounts
not greater than $250,000 and no more than one certificate issued per financial
institution. All certificates of deposit are held until maturity and
recorded at amortized cost which approximates fair
value. Certificates of deposit mature through 2011.
Investment
securities:
In
accordance with GAAP, management must make a determination at the time of
acquisition whether certain investments in debt and equity securities are
classified as trading, available-for-sale or held-to-maturity
securities. Under a policy adopted by the board of directors of the
Company, Management intends to purchase available-for-sale securities and has
determined that all securities held are available-for-sale.
For
investments classified as available-for-sale, all such debt securities and
equity securities that have readily determinable fair value shall be measured at
fair value in the balance sheet. Unrealized holding gains and losses
for securities available-for-sale shall be excluded from earnings and reported
as a net amount (net of income taxes) and as a separate component of retained
earnings until realized. Realized
19
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
gains and
losses on securities available-for-sale are included in income. The
cost of securities sold is based on the specific identification
method.
Declines
in the fair value of securities available-for-sale below their cost that are
deemed to be other-than-temporary are reflected in earnings as realized
losses. In estimating other-than-temporary impairment losses,
management considers (1) length of time and the extent to which the fair value
has been less than cost, (2) the financial condition and near-term prospects of
the issuer, and (3) the intent and ability of the Company to retain its
investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value.
Interest
on debt securities is recognized in income as earned. Dividends on
marketable equity securities are recognized in income when
declared.
Property
and equipment:
Property
and equipment is stated at cost. Major additions are capitalized;
maintenance and repairs are charged to income currently. Depreciation
is computed on the straight-line and accelerated methods over the estimated
useful lives of the assets.
Timber:
When
timber land is purchased with standing timber, the cost is divided between land
and timber based on timber cruises contracted by the
Company. Reforestation costs are capitalized. The timber
asset is depleted when the timber is sold based on the percentage of the timber
sold from a particular tract applied to the amount capitalized for timber for
that tract.
Oil and
gas:
Oil and
gas income is booked when the Company is notified by the well’s operator as to
the Company’s share of the revenue proceeds together with the withheld severance
taxes. The Company has no capitalized costs relating to oil and gas
producing activities and no costs for property acquisition, exploration and
development activities.
Net
Income and Dividends Paid per common stock:
Net
income and dividends paid per common stock are based on the weighted average
number of common stock shares outstanding during the period.
Dividends
Pursuant
to a dividend reversion clause in the Company’s Articles of Incorporation,
dividends not claimed within one year after the dividend became payable will
expire and revert in full ownership to the Company and the Company’s obligation
to pay such dividend will cease.
20
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
Income
taxes:
Deferred
income tax assets and liabilities are determined using the liability (or balance
sheet) method. Under this method, the net deferred tax asset or
liability is determined based on the tax effects of the temporary differences
between the book and tax bases of the various balance sheet assets and
liabilities and gives current recognition to changes in tax rates and
laws.
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 ending December 31, 2006 through 2008 that remain subject to
examination. 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.
Subsequent
Events
In the
second quarter of 2009, the Company adopted authoritative guidance issued by the
FASB on subsequent events. The guidance provides general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before the financial statements are issued or are available to be
issued. The guidance requires disclosure of the date through which an
entity has evaluated subsequent events and the basis for that
date. The Company has evaluated subsequent events through March 18,
2010, the issue date of these financial statements.
Note
2.
|
Securities
Available-for-Sale
|
Debt and
equity securities have been classified in the balance sheet according to
management’s intent in the noncurrent asset sections under the heading
“securities available-for-sale”. The carrying amount of securities
and their approximate fair values at December 31, 2009 and 2008
follow:
Gross
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair Value
|
|||||||||||||
At
December 31, 2009
|
||||||||||||||||
Equity
securities
|
$ | 986,776 | 116,050 | 64,566 | 1,038,260 | |||||||||||
Mutual
Funds
|
753,529 | 2,084 | 7 | 755,606 | ||||||||||||
$ | 1,740,305 | 118,134 | 64,573 | 1,793,866 | ||||||||||||
At
December 31, 2008
|
||||||||||||||||
Equity
securities
|
$ | 510,353 | 107,358 | 95,609 | 522,102 | |||||||||||
Mutual
Funds
|
— | — | — | — | ||||||||||||
$ | 510,353 | 107,358 | 95,609 | 522,102 |
Gross
realized gains and gross realized losses on sales of securities
available-for-sale for the year ended December 31, 2009 and 2008 are presented
below.
Realized
Gains
|
Realized
Losses
|
|||||||
December
31, 2009
|
||||||||
Equity
securities
|
$ | — | — | |||||
December
31, 2008
|
||||||||
Equity
securities
|
$ | — | (116,730 | ) |
21
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
Information
pertaining to available-for-sale securities with gross unrealized losses at
December 31, 2009 and 2008 aggregated by investment category and length of time
that individual securities have been in a continuous loss position,
follows:
Less Than 12 Months
|
12 Months or More
|
|||||||||||||||
Fair Value
|
Gross
Unrealized
Loss
|
Fair Value
|
Gross
Unrealized
Loss
|
|||||||||||||
December
31, 2009
|
||||||||||||||||
Equity
securities
|
$ | 372,211 | 2,947 | 85,414 | 61,619 | |||||||||||
Mutual
Funds
|
252,182 | 7 | — | — | ||||||||||||
|
$ | 624,393 | 2,954 | 85,414 | 61,619 | |||||||||||
December
31, 2008
|
||||||||||||||||
Equity
securities
|
$ | — | — | 173,120 | 95,609 |
Management
evaluates securities for other-than-temporary impairment at least on a quarterly
basis, and more frequently when economic or market concerns warrant such
evaluation. Consideration is given to (1) the length of time and the
extent to which the fair value has been less than cost, (2) the financial
condition and near-term prospects of the issuer, and (3) the intent and ability
of the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in fair value.
The
Company has the intent and ability to retain its investments for a period of
time sufficient to allow for anticipated recovery of fair value.
Note
3.
|
Oil
and Gas Leases
|
Results
of oil and gas leasing activities for the year ending December 31, 2009 and 2008
are as follows:
2009
|
2008
|
|||||||
Gross
revenues
|
||||||||
Royalty
interests
|
$ | 1,430,157 | $ | 3,004,077 | ||||
Working
interests
|
2,354 | 6,927 | ||||||
Seismic
and Lease Fees
|
108,848 | 183,403 | ||||||
1,541,359 | 3,194,407 | |||||||
Production
costs
|
138,658 | 250,958 | ||||||
Results
before income tax expense
|
1,402,701 | 2,943,449 | ||||||
Estimated
income tax expense
|
561,080 | 923,885 | ||||||
Results
of operations from producing activities excluding corporate
overhead
|
$ | 841,621 | $ | 2,019,564 |
There
were no major costs, with the exception of severance taxes, incurred in
connection with the Company's oil and gas operations, which are conducted
entirely within the United States, during the year ending December 31, 2009 or
2008.
Reserve
quantities (unaudited):
Reserve
information relating to estimated quantities of the Company's interest in proved
reserves of natural gas and crude including condensate and natural gas liquids
is not available. Such reserves are located entirely within the
United States. A schedule indicating such reserve quantities is,
therefore, not presented. All oil and gas royalties come from Company
owned properties that were developed and produced by producers under lease
agreements.
22
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
Company’s
royalty and working interests share of oil and gas, exclusive of plant products,
produced from leased properties:
2009
|
2008
|
|||||||
Net
gas produced (MCF)
|
98,489 | 113,150 | ||||||
Net
oil produced (Bbl)
|
15,429 | 17,114 |
Note
4.
|
Income
Taxes
|
The
Company files federal and state income tax returns on a calendar year
basis.
The net
deferred tax liability in the accompanying balance sheets includes the following
components at December 31, 2009 and 2008:
2009
|
2008
|
|||||||||||||||
Current
|
Non-Current
|
Current
|
Non-Current
|
|||||||||||||
Deferred
tax assets
|
$ | 19,382 | $ | — | $ | 5,252 | $ | — | ||||||||
Deferred
tax liabilities
|
(35,291 | ) | (181,818 | ) | (37,596 | ) | (181,818 | ) | ||||||||
$ | (15,909 | ) | $ | (181,818 | ) | $ | (32,344 | ) | $ | (181,818 | ) |
Reconciliations
between the United States Federal statutory income tax provision, using the
statutory rate of 34%, and the Company’s provision for income taxes at December
31, 2009 and 2008 are as follows:
2009
|
2008
|
|||||||
Tax
at statutory rates
|
$ | 392,544 | $ | 927,208 | ||||
Tax
effect of the following:
|
||||||||
Statutory
depletion
|
(73,058 | ) | (153,561 | ) | ||||
Dividend
exclusion
|
(7,125 | ) | (7,231 | ) | ||||
State
income tax
|
25,973 | 102,613 | ||||||
Unrealized
losses on securities available-for-sale
|
8,133 | 8,133 | ||||||
Other
|
(5,659 | ) | (110,822 | ) | ||||
$ | 340,808 | $ | 766,340 |
Deferred
income taxes result from timing differences in the recognition of revenue and
expenses for tax and financial statement purposes. The effect of
these timing differences at December 31, 2009 and 2008 is as
follows:
2009
|
2008
|
|||||||||||||||
Current
|
Non-Current
|
Current
|
Non-Current
|
|||||||||||||
Conversion
of investment from tax cash basis to accrual basis for financial
reporting
|
$ | (13,621 | ) | — | $ | (37,211 | ) | — | ||||||||
Unrealized
net loss (gain) on marketable securities
|
(2,288 | ) | — | 4,867 | — | |||||||||||
Casualty
loss
|
— | (121,239 | ) | — | (121,239 | ) | ||||||||||
Deferred
gain
|
— | (60,579 | ) | — | (60,579 | ) | ||||||||||
$ | (15,909 | ) | (181,818 | ) | $ | (32,344 | ) | (181,818 | ) |
23
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
Note
5.
|
Company
Operations
|
The
Company’s operations are classified into three principal operating segments that
are all located in the United States: oil and gas, agricultural and
timber. 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.
Following
is a summary of segmented operations information for 2009 and 2008:
2009
|
2008
|
|||||||
Revenues
|
||||||||
Oil
and Gas
|
$ | 1,541,359 | $ | 3,194,407 | ||||
Agricultural
|
103,918 | 101,397 | ||||||
Timber
|
76,855 | 40,070 | ||||||
Total
|
1,722,132 | 3,335,874 | ||||||
Cost
and Expenses
|
||||||||
Oil
and Gas
|
138,657 | 250,958 | ||||||
Agricultural
|
8,818 | 7,192 | ||||||
Timber
|
108,190 | 46,108 | ||||||
Total
|
255,666 | 304,258 | ||||||
Income
from Operations
|
||||||||
Oil
and Gas
|
1,402,701 | 2,943,449 | ||||||
Agricultural
|
95,100 | 94,205 | ||||||
Timber
|
(31,335 | ) | (6,038 | ) | ||||
Total
|
1,466,466 | 3,031,616 | ||||||
Other
Income (Expense) before Income Taxes
|
(311,926 | ) | (304,535 | ) | ||||
Income
before Income Taxes
|
1,154,540 | 2,727,081 | ||||||
Identifiable
Assets, net of accumulated depreciation and depletion
|
||||||||
Oil
and Gas
|
— | — | ||||||
Agricultural
|
— | — | ||||||
Timber
|
350,665 | 362,991 | ||||||
General
Corporate Assets
|
9,794,688 | 9,458,013 | ||||||
Total
|
10,145,353 | 9,821,004 | ||||||
Capital
Expenditures
|
||||||||
Oil
and Gas
|
— | — | ||||||
Agricultural
|
— | — | ||||||
Timber
|
31,780 | 4,683 | ||||||
General
Corporate Assets
|
41,133 | 459,302 | ||||||
Total
|
72,913 | 463,985 | ||||||
Depreciation
and Depletion
|
||||||||
Oil
and Gas
|
— | — | ||||||
Agricultural
|
2,311 | — | ||||||
Timber
|
40,103 | 13,986 | ||||||
General
Corporate Assets
|
7,055 | 7,592 | ||||||
Total
|
$ | 49,469 | $ | 21,578 |
There are no intersegment
sales reported in the accompanying income statements. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. The Company evaluates performance
based on income or loss from operations before income
24
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
taxes
excluding nonrecurring gains and losses on securities held
available-for-sale. 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.
Revenue
from two customers of the Company’s oil and gas segment represented
approximately $529,000 and $211,000, respectively, of the Company’s 2009 total
revenue. In 2008, four oil and gas segment customers represented
approximately $586,000, $524,000, $445,000 and $318,000, respectively, of the
Company’s total revenue.
Note
6.
|
Line
of Credit
|
The
Company has available an unsecured line of credit in the amount of
$1,000,000. The balance on this line of credit was $-0- at December
31, 2009 and 2008.
Note
7.
|
Supplementary
Income Statement Information
|
Taxes,
other than income taxes, of $204,463 and $306,716, were charged to expense
during 2009 and 2008, respectively.
Note
8.
|
Contingencies:
|
There are
no material contingencies known to management. The Company does not
participate in off balance sheet arrangements.
Note
9.
|
Concentration
of Credit Risk
|
The
Company maintains its cash balances in one financial institution. The
amount on deposit in the financial institution is insured by the Federal Deposit
Insurance Corporation up to $250,000.
Note
10.
|
Subsequent
Events
|
On March
18, 2010, the Company’s Board of Directors declared a dividend of seven cents
($0.07) per common share to shareholders of record March 31, 2010 and payment
date of April 14, 2010.
Note
11.
|
Disclosures
About Fair Value of Financial
Instruments
|
The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it was practical to estimate that
value:
Class
|
Methods and/or
Assumptions
|
|
Cash
and cash equivalents:
|
Carrying
value approximates fair value due to its readily convertible
characteristic.
|
|
Certificate
of Deposit:
|
Held
until maturity and recorded at amortized cost.
|
|
Securities
available-for-sale
|
|
Valued
at fair value which equals quoted market
price.
|
25
CKX
Lands, Inc.
Notes
to Financial Statements (continued)
The
estimated fair value of the Company's financial instruments at December 31, 2009
and 2008 are as follows.
(Presented
in thousands)
|
2009
|
2008
|
||||||||||||||
Carrying
Value
|
Fair Value
|
Carrying
Value
|
Fair Value
|
|||||||||||||
Financial
Assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 3,977 | $ | 3,977 | $ | 5,779 | $ | 5,779 | ||||||||
Certificate
of deposit – short term
|
720 | 720 | — | — | ||||||||||||
Securities
available-for-sale
|
1,794 | 1,794 | 522 | 522 | ||||||||||||
Certificate
of deposit – Long term
|
240 | 240 | — | — | ||||||||||||
$ | 6,731 | $ | 6,731 | $ | 6,301 | $ | 6,301 |
Fair
value measurements disclosure for securities available for sale
follows:
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Description
|
Balance
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
2009
|
||||||||||||||||
Securities
available-for-sale
|
$ | 1,793,866 | $ | 1,793,866 | - | - | ||||||||||
2008
|
||||||||||||||||
Securities
available-for-Sale
|
$ | 522,102 | $ | 522,102 | - | - |
26