CKX LANDS, INC. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended June 30,
2010
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
Commission
File Number 1-31905
CKX
Lands, Inc.
(Exact
name of registrant as specified in its charter)
Louisiana
|
72-0144530
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
||
|
||
700
Pujo Street, Suite 200
|
||
Lake
Charles, LA
|
70601
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
||
(337)
493-2399
|
||
(Registrant’s
telephone number)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes x No o
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
|
Smaller
reporting company
|
x
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).Yes o No x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 1,942,495
CKX
Lands, Inc.
Form
10-Q
For
the Quarter ended June 30, 2010
Table
of Contents
Page
|
||
Part I. Financial Information | ||
Item 1.
|
Financial
Statements
|
|
a.
|
Balance
Sheets as of June 30, 2010 and December 31, 2009
(Unaudited)
|
1
|
b.
|
Statements
of Income for the quarter and six months ended June 30, 2010 and 2009
(Unaudited)
|
2
|
c.
|
Statements
of Changes in Stockholders’ Equity for the six months ended June 30, 2010
and 2009 (Unaudited)
|
3
|
d.
|
Statements
of Cash Flows for the six months ended June 30, 2010 and 2009
(Unaudited)
|
4
|
e.
|
Notes
to Financial Statements (Unaudited)
|
5-6
|
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
7-8
|
Item 4.
|
Controls
and Procedures
|
8
|
Part II. Other Information | ||
Item 6.
|
Exhibits
|
9
|
Signature
|
10
|
|
Part
I – Financial Information
Item
1.
|
FINANCIAL
STATEMENTS
|
CKX
Lands, Inc.
Balance
Sheets
June
30, 2010 and December 31, 2009
(Unaudited)
2010
|
2009
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,381,543 | $ | 3,977,106 | ||||
Certificates
of deposit
|
480,000 | 720,000 | ||||||
Accounts
receivable
|
209,099 | 162,356 | ||||||
Prepaid
expense and other assets
|
97,673 | 36,225 | ||||||
Total
current assets
|
4,168,315 | 4,895,687 | ||||||
Securities
available for sale
|
1,893,290 | 1,793,866 | ||||||
Certificates
of deposit
|
490,000 | 240,000 | ||||||
Property
and equipment:
|
||||||||
Building
and equipment less accumulated depreciation of $73,126
and $70,447, respectively
|
10,930 | 13,609 | ||||||
Timber
less accumulated depletion of
$641,622 and $575,057, respectively
|
544,214 | 350,665 | ||||||
Land
|
3,192,491 | 2,851,526 | ||||||
Total
property and equipment, net
|
3,747,635 | 3,215,800 | ||||||
Total
assets
|
$ | 10,299,240 | $ | 10,145,353 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
Liabilities:
|
||||||||
Trade
payables and accrued expenses
|
$ | 52,462 | $ | 46,594 | ||||
Income
tax payable:
|
||||||||
Current
|
33,482 | -- | ||||||
Deferred
|
-- | 15,909 | ||||||
Total
current liabilities
|
85,944 | 62,503 | ||||||
Noncurrent
Liabilities:
|
||||||||
Deferred
income tax payable
|
181,818 | 181,818 | ||||||
Total
liabilities
|
267,762 | 244,321 | ||||||
Stockholders’
Equity:
|
||||||||
Common
stock, no par value: 3,000,000 shares authorized; 2,100,000
shares issued
|
72,256 | 72,256 | ||||||
Retained
earnings
|
10,351,698 | 10,170,940 | ||||||
Accumulated
other comprehensive income
|
(16,960 | ) | 33,352 | |||||
Less
cost of treasury stock (157,505 shares)
|
(375,516 | ) | (375,516 | ) | ||||
Total
stockholders’ equity
|
10,031,478 | 9,901,032 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 10,299,240 | $ | 10,145,353 |
The
accompanying notes are an integral part of these financial
statements.
1
CKX
Lands, Inc.
Statements
of Income - Unaudited
Quarter
and Six Months Ended June 30, 2010 and 2009
(Unaudited)
Quarter
Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenues:
|
||||||||||||||||
Oil
and gas
|
$ | 404,191 | $ | 279,328 | $ | 740,762 | $ | 737,549 | ||||||||
Agriculture
|
20,761 | 14,275 | 43,567 | 48,972 | ||||||||||||
Timber
|
112,472 | 8,046 | 114,125 | 18,503 | ||||||||||||
Total
revenues
|
537,424 | 301,649 | 898,454 | 805,024 | ||||||||||||
Costs
and Expenses:
|
||||||||||||||||
Oil
and gas production
|
27,932 | 26,611 | 55,734 | 67,493 | ||||||||||||
Agriculture
|
2,230 | 1,996 | 2,949 | 2,577 | ||||||||||||
Timber
|
11,948 | 3,601 | 12,525 | 19,478 | ||||||||||||
General
and administrative
|
111,012 | 100,617 | 202,549 | 185,340 | ||||||||||||
Depreciation
and depletion
|
66,055 | 1,884 | 69,244 | 3,878 | ||||||||||||
Total
cost and expenses
|
219,177 | 134,709 | 343,001 | 278,766 | ||||||||||||
Income
from operations
|
318,247 | 166,940 | 555,453 | 526,258 | ||||||||||||
Other
Income / (Expense):
|
||||||||||||||||
Interest
income
|
8,706 | 3,854 | 18,394 | 8,741 | ||||||||||||
Dividend
income
|
13,089 | 5,079 | 25,297 | 11,702 | ||||||||||||
Change
in unrealized losses on securities available-for-sale
|
-- | (23,920 | ) | -- | (23,920 | ) | ||||||||||
Gain/(Loss)
on securities available-for-sale
|
28,526 | -- | 28,526 | -- | ||||||||||||
Gain
on sale of land and other assets
|
-- | 30,719 | 255 | 40,719 | ||||||||||||
Net
other income / (expense)
|
50,321 | 15,732 | 72,472 | 37,242 | ||||||||||||
Income
before income taxes
|
368,568 | 182,672 | 627,925 | 563,500 | ||||||||||||
Federal
and state income taxes:
|
||||||||||||||||
Current
|
117,151 | 59,496 | 190,548 | 173,822 | ||||||||||||
Deferred
|
(16,727 | ) | (5,919 | ) | (15,330 | ) | (37,829 | ) | ||||||||
Total
income taxes
|
100,424 | 53,577 | 175,218 | 135,993 | ||||||||||||
Net
Income
|
$ | 268,144 | $ | 129,095 | $ | 452,707 | $ | 427,507 | ||||||||
Per
Common Stock (1,942,495 shares):
|
||||||||||||||||
Net
Income
|
$ | 0.14 | $ | 0.07 | $ | 0.23 | $ | 0.22 | ||||||||
Dividends
|
$ | 0.07 | $ | 0.07 | $ | 0.14 | $ | 0.14 |
See
accompanying Notes to Financial Statements.
2
CKX
Lands, Inc.
Statements
of Changes in Stockholders’ Equity - Unaudited
Six
Months Ended June 30, 2010 and 2009
(Unaudited)
|
Six Months Ended June 30,
2010:
|
||||||||||||||||||||
Comprehensive
Income
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Capital
Stock
Issued
|
Treasury
Stock
|
||||||||||||||||
December
31, 2009 Balance
|
$ | 10,170,940 | 33,352 | 72,256 | 375,516 | |||||||||||||||
Comprehensive
Income:
|
||||||||||||||||||||
Net
income
|
$ | 452,707 | 452,707 | -- | -- | -- | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holding
gains
occurring during period,
net
of taxes of $33,541
|
(50,312 | ) | (50,312 | ) | ||||||||||||||||
Total
comprehensive income
|
$ | 402,395 | ||||||||||||||||||
Dividends
|
(271,949 | ) | -- | -- | -- | |||||||||||||||
June
30, 2010 Balance
|
$ | 10,351,698 | (16,960 | ) | 72,256 | 375,516 | ||||||||||||||
Six Months Ended June 30,
2009:
|
||||||||||||||||||||
Comprehensive
Income
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
|
Capital
Stock
Issued
|
Treasury
Stock
|
||||||||||||||||
December
31, 2008 Balance
|
$ | 9,857,876 | 8,265 | 72,256 | 375,516 | |||||||||||||||
Comprehensive
Income:
|
||||||||||||||||||||
Net
income
|
$ | 427,507 | 427,507 | -- | -- | -- | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holding
gains
occurring during period, net
of
taxes of $11,987
|
(17,982 | ) | (17,982 | ) | ||||||||||||||||
Total
comprehensive income
|
$ | 409,525 | ||||||||||||||||||
Dividends
|
(271,949 | ) | -- | -- | -- | |||||||||||||||
June
30, 2009 Balance
|
$ | 10,013,434 | (9,717 | ) | 72,256 | 375,516 |
The
accompanying notes are an integral part of these financial
statements.
3
CKX
Lands, Inc.
Statements
of Cash Flows - Unaudited
Six
Months Ended June 30, 2010 and 2009
(Unaudited)
2010
|
2009
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net Income
|
$ | 452,707 | $ | 427,507 | ||||
Less non-cash (income) expenses
included in net income:
|
||||||||
Depreciation, depletion and
amortization
|
69,244 | 3,878 | ||||||
Deferred income tax
expense
|
(15,330 | ) | (37,829 | ) | ||||
Less non-operating
activities:
|
||||||||
Unrealized
(gain) loss on securities
|
(28,526 | ) | 23,920 | |||||
Gain from sale of land and other
assets
|
(255 | ) | (40,719 | ) | ||||
Change in operating assets and
liabilities:
|
||||||||
(Increase) decrease in current
assets
|
(108,191 | ) | 23,695 | |||||
Increase (decrease) in current
liabilities
|
72,313 | (45,672 | ) | |||||
Net cash provided from operating
activities
|
441,962 | 354,780 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Certificates of
Deposit:
|
||||||||
Maturity proceeds
|
240,000 | -- | ||||||
Purchases
|
(250,000 | ) | -- | |||||
Securities:
|
||||||||
Sales proceeds
|
153,359 | -- | ||||||
Purchases
|
(308,111 | ) | -- | |||||
Proceeds
from dissolution of partnership
|
255 | 10,000 | ||||||
Land, timber, equipment and other
assets:
|
||||||||
Sales proceeds
|
-- | 33,806 | ||||||
Purchases
|
(601,079 | ) | (7,233 | ) | ||||
Net cash provided from (used in)
investing activities
|
(765,576 | ) | 36,573 | |||||
Cash
Flows From Financing Activities:
|
||||||||
Dividends paid, net of
refunds
|
(271,949 | ) | (271,949 | ) | ||||
Net cash used in financing
activities
|
(271,949 | ) | (271,949 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
(595,563 | ) | 119,404 | |||||
Cash
and cash equivalents:
|
||||||||
Beginning
|
3,977,106 | 5,779,491 | ||||||
Ending
|
$ | 3,381,543 | $ | 5,898,895 | ||||
Supplemental disclosures of cash flow
information:
|
||||||||
Cash
payments for:
|
||||||||
Interest
|
$ | -- | $ | -- | ||||
Income taxes
|
$ | 133,500 | $ | 216,890 | ||||
Supplemental schedule of non-cash investing and
financing activities:
|
||||||||
Net change in recognized and
unrecognized unrealized
gains (losses) on
available-for-sale securities
|
$ | (83,853 | ) | $ | (53,889 | ) |
The
accompanying notes are an integral part of these financial
statements.
4
CKX
Lands, Inc.
Notes
to Financial Statements
June
30, 2010
(Unaudited)
Note
1.
|
Basis
of Presentation
|
The
accompanying unaudited financial statements of CKX Lands, Inc. (“Company”) have
been prepared in accordance with United States generally accepted accounting
principles for interim financial information. They do not include all
information and footnotes required by United States generally accepted
accounting principles for complete financial statements. Except as
described herein, there has been no material change in the information disclosed
in the notes to the financial statements included in our financial statements as
of and for the year ended December 31, 2009. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included in the accompanying
financial statements.
Interim
results are not necessarily indicative of results for a full
year. These financial statements and accompanying notes should be
read in conjunction with Company’s Form 10-K for the year ended December 31,
2009 and Form 10-Q for the quarterly period ended June 30, 2010.
Note
2.
|
Disclosures
About Fair Value:
|
Securities
available-for-sale and Certificate of Deposits (securities held to maturity) are
valued at fair value. The Company’s estimated fair value of
securities are as follows.
June
30, 2010
|
||||||||||||||||||||||||
Current
|
Non-Current
|
Total
|
||||||||||||||||||||||
|
Unrealized
|
|
Unrealized
|
Unrealized
|
||||||||||||||||||||
Fair
Value
|
Gain/(Loss)
|
Fair
Value
|
Gain/(Loss)
|
Fair
Value
|
Gain/(Loss)
|
|||||||||||||||||||
Certificate
of Deposits
|
$ | 480,000 | -- | 490,000 | -- | 970,000 | -- | |||||||||||||||||
Mutual
Funds
|
-- | -- | 771,720 | 10,009 | 771,720 | 10,009 | ||||||||||||||||||
Equity
Securities
|
-- | -- | 1,121,570 | (40,302 | ) | 1,121,570 | (40,302 | ) | ||||||||||||||||
Total
|
$ | 480,000 | -- | 2,383,290 | (30,293 | ) | 2,863,290 | (30,293 | ) |
June
30, 2009
|
||||||||||||||||||||||||
Current
|
Non-Current
|
Total
|
||||||||||||||||||||||
Unrealized
|
Unrealized
|
Unrealized
|
||||||||||||||||||||||
Fair
Value
|
Gain/(Loss)
|
Fair
Value
|
Gain/(Loss)
|
Fair
Value
|
Gain/(Loss)
|
|||||||||||||||||||
Equity
Securities
|
$ | -- | -- | 429,006 | (81,347 | ) | 429,006 | (81,347 | ) |
5
CKX
Lands, Inc.
Notes
to Financial Statements
June
30, 2010
(Unaudited)
Fair
value measurements disclosure for securities follows:
June
30, 2010
|
||||||||||||
Quoted
Prices in
|
Significant
|
Significant
|
||||||||||
Active
Markets for
|
Other
|
Unobservable
|
||||||||||
Identical
Assets
|
Observable
Inputs
|
Inputs
|
||||||||||
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||
Certificate
of Deposit
|
$ | 970,000 | -- | -- | ||||||||
Mutual
Funds
|
771,720 | -- | -- | |||||||||
Equity
Securities
|
$ | 1,121,570 | -- | -- |
June
30, 2009
|
||||||||||||
Quoted
Prices in
|
Significant
|
Significant
|
||||||||||
Active
Markets for
|
Other
|
Unobservable
|
||||||||||
Identical
Assets
|
Observable
Inputs
|
Inputs
|
||||||||||
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||
Equity
Securities
|
$ | 429,006 | -- | -- |
Note 3:
|
Income
taxes:
|
In
accordance with generally accepted accounting principles, the Company has
analyzed its filing positions in federal and state income tax returns for the
tax years ending December 31, 2007 through 2009 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.
Note
4:
|
Land
and Timber Purchases:
|
During
the second quarter of 2010, the Company purchased 4 parcels of land with
standing timber for $599,944. Approximately 359 acres were purchased
for $340,965 and the standing timber was valued at $258,979 based on timber
cruises.
6
Item
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
Results
of Operations
Revenue
Oil and
gas revenues for the first six months of 2010 increased by $3,213 to
$740,762. Royalty revenue from oil and gas revenues declined by
$102,291 from 2009. However, oil and gas lease bonuses and rentals
increased by $105,504 from 2009. The following schedule summarizes
barrels and MCF reported from producers and presents an average price per barrel
and per MCF for 2010 and 2009.
2010
|
2009
|
|||||||
Oil
Royalty Revenue
|
$ | 425,577 | $ | 411,793 | ||||
Barrels
produced
|
6,766 | 7,728 | ||||||
Average
price per barrel
|
$ | 62.90 | $ | 53.29 | ||||
Gas
Royalty Revenue
|
$ | 187,356 | $ | 290,026 | ||||
MCF
produced
|
33,502 | 45,323 | ||||||
Average
price per MCF
|
$ | 5.59 | $ | 6.40 |
The
increase in oil royalty revenue is a net effect of a decrease in barrels
produced and an increase in the average price per barrel. Whereas the
decrease in gas royalty revenue is the result of a decrease in both MCF produced
and the average price per MCF.
Agriculture
revenue decreased from $48,972 to $43,567 in 2010, primarily due to non-renewal
of one sugarcane related lease.
Timber
revenue increased to $114,125 in 2010 from $18,503 in 2009. During
the second quarter of 2010, the Company harvested timber for internal
maintenance programs which was not performed in 2009. Generally, timber prices
have been depressed for the last several years and the Company has elected to
only harvest timber for internal maintenance programs for age class timber and
storm protection measures.
Costs and
Expenses
Oil and
gas production costs, primarily severance taxes, decreased by $11,759 in 2010.
This decrease is directly related to lower oil and gas revenues.
Timber
expenses decreased by $6,953 in 2010 due to a 2009 timber cruise mapping
project.
General
and administrative expenses increased by $17,209 primarily due to an increase in
office rental expense and public company compliance expense as well as the
timing of recording auditing and employee training expenses.
7
Financial
Condition
Current
assets and non-current certificates of deposit and securities available for sale
totaled $6,551,605 and total liabilities equaled $267,762 at June 30,
2010. Management believes existing cash and investments together with
funds generated from operations should be sufficient to meet operating
requirements and provide funds for strategic acquisitions.
The
Company declared and paid another seven cents per common share during the
quarter ended June 30, 2010. It is anticipated that the Company will be able to
continue paying a seven cents per common share dividend each
quarter. From time to time, the Company may elect to pay an extra
dividend. In determining if an extra dividend will be declared, the
Board of Directors will take into consideration the Company’s current liquidity
and capital resources and the availability of suitable timberland that has
mineral potential.
Issues and
Uncertainties
This
Quarterly Report contains forward-looking statements. These
statements are based on current expectations and assumptions that are subject to
risks and uncertainties. Actual results could differ materially
because of issues and uncertainties such as those discussed below, which, among
others, should be considered in evaluating the Company’s financial
outlook.
Revenues
from oil and gas provide most of the Company’s income. All of these
revenues come from wells operated by other companies from property belonging to
CKX Lands, Inc. Consequently, these revenues fluctuate due to changes
in oil and gas prices and changes in the operations of the other
companies.
Item
3.
|
Not
applicable.
|
Item
4.
|
CONTROLS
AND PROCEDURES
|
Evaluation of Disclosure
Controls and Procedures
The
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 as of the period covered by this
report. Based on the evaluation, performed under the supervision and with the
participation of the Company’s management, including the Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), the Company’s management, including
the CEO and CFO, concluded that the Company’s disclosure controls and procedures
were effective as of the end of the period covered by the report.
Changes in Internal Control
Over Financial Reporting
There
were no significant changes with respect to the Company’s internal control over
financial reporting or in other factors that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting during the quarter covered by this report.
8
Part
II. Other Information
Item
1 – 5.
|
Not
Applicable
|
Item
6.
|
EXHIBITS
|
|
3.1
|
Restated/Articles
of Incorporation of the Registrant are incorporated by reference to
Exhibit (3)-1 to Form 10 filed April 29,
1981.
|
|
3.2
|
Amendment
to Articles of Incorporation of the Registrant is incorporated by
reference to Exhibit (3.2) to Form 10-K for year ended December 31,
2003.
|
|
3.3
|
By-Laws
of the Registrant are incorporated by reference to Exhibit (3.3) to Form
10-K for year ended December 31,
2003.
|
|
10
|
Contract
to Purchase and Sell approximately 3,495 acres in Cameron Parish,
Louisiana effective July 3, 2007 is incorporated by reference to Exhibit
(10) to Form 10-QSB filed August 13,
2007.
|
|
31.1
|
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, Treasurer and Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 filed
herewith.
|
9
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CKX
Lands, Inc.
|
||
Date:
August 9, 2010
|
/s/ Joseph K. Cooper
|
|
Joseph
K. Cooper
|
||
President
and Chief Executive Officer
|
||
Date:
August 9, 2010
|
/s/ Brian R. Jones
|
|
Brian
R. Jones
|
||
Treasurer
and Chief Financial Officer
|
10