CKX LANDS, INC. - Quarter Report: 2010 March (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 March
31, 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
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 March 31, 2010
Table
of Contents
Page
|
|||
Part
I. Financial Information
|
|||
Item 1. |
Financial
Statements
|
||
a.
|
Balance
Sheets as of March 31, 2010 and December 31, 2009
(Unaudited)
|
1
|
|
b.
|
Statements
of Income for the three months ended March 31, 2010 and 2009
(Unaudited)
|
2
|
|
c.
|
Statements
of Changes in Stockholders’ Equity for the three months ended March 31,
2010 and 2009 (Unaudited)
|
3
|
|
d.
|
Statements
of Cash Flows for the three months ended March 31, 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
March
31, 2010 and December 31, 2009
(Unaudited)
2010
|
2009
|
|||||||
Assets
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 3,789,697 | $ | 3,977,106 | ||||
Certificates
of deposit
|
720,000 | 720,000 | ||||||
Accounts
receivable
|
187,416 | 162,356 | ||||||
Prepaid
expense and other assets
|
65,236 | 36,225 | ||||||
Total
current assets
|
4,762,349 | 4,895,687 | ||||||
Securities
available for sale
|
1,982,466 | 1,793,866 | ||||||
Certificates
of deposit
|
490,000 | 240,000 | ||||||
Property
and equipment:
|
||||||||
Building
and equipment less accumulated depreciation of
$71,590
and $70,447, respectively
|
12,466 | 13,609 | ||||||
Timber
less accumulated depletion
of
$577,103 and $575,057, respectively
|
349,753 | 350,665 | ||||||
Land
|
2,851,526 | 2,851,526 | ||||||
Total
property and equipment, net
|
3,213,745 | 3,215,800 | ||||||
Total
assets
|
$ | 10,448,560 | $ | 10,145,353 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
Liabilities:
|
||||||||
Trade
payables and accrued expenses
|
$ | 54,347 | $ | 46,594 | ||||
Dividends
payable
|
135,975 | — | ||||||
Income
tax payable:
|
||||||||
Current
|
49,831 | — | ||||||
Deferred
|
41,171 | 15,909 | ||||||
Total
current liabilities
|
281,324 | 62,503 | ||||||
Noncurrent
Liabilities:
|
||||||||
Deferred
income tax payable
|
181,818 | 181,818 | ||||||
Total
liabilities
|
463,142 | 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
|
10,219,528 | 10,170,940 | ||||||
Accumulated
other comprehensive income
|
69,150 | 33,352 | ||||||
Less
cost of treasury stock (157,505 shares)
|
(375,516 | ) | (375,516 | ) | ||||
Total
stockholders’ equity
|
9,985,418 | 9,901,032 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 10,448,560 | $ | 10,145,353 |
The
accompanying notes are an integral part of these financial
statements.
1
CKX
Lands, Inc.
Statements
of Income - Unaudited
Three
Months Ended March 31, 2010 and 2009
(Unaudited)
Three
Months Ended
March
31,
|
||||||||
2010
|
2009
|
|||||||
Revenues:
|
||||||||
Oil
and gas
|
$ | 336,571 | $ | 458,221 | ||||
Agriculture
|
22,806 | 34,697 | ||||||
Timber
|
1,653 | 10,457 | ||||||
Total
revenues
|
361,030 | 503,375 | ||||||
Costs
and Expenses:
|
||||||||
Oil
and gas production
|
27,802 | 40,881 | ||||||
Agriculture
|
719 | 581 | ||||||
Timber
|
577 | 15,877 | ||||||
General
and administrative
|
91,537 | 84,725 | ||||||
Depreciation
and depletion
|
3,189 | 1,993 | ||||||
Total
cost and expenses
|
123,824 | 144,057 | ||||||
Income
from operations
|
237,206 | 359,318 | ||||||
Other
Income / (Expense):
|
||||||||
Interest
income
|
9,688 | 4,887 | ||||||
Dividend
income
|
12,208 | 6,624 | ||||||
Gain
on sale of land and other assets
|
255 | 10,000 | ||||||
Net
other income / (expense)
|
22,151 | 21,511 | ||||||
Income
before income taxes
|
259,357 | 380,829 | ||||||
Federal
and State Income Taxes:
|
||||||||
Current
|
73,397 | 114,326 | ||||||
Deferred
|
1,397 | (31,910 | ) | |||||
Total
income taxes
|
74,794 | 82,416 | ||||||
Net
income
|
$ | 184,563 | $ | 298,413 | ||||
Per
Common Stock (1,942,495 shares):
|
||||||||
Net
income
|
0.10 | 0.15 | ||||||
|
||||||||
Dividends
|
0.07 | 0.07 |
The
accompanying notes are an integral part of these financial
statements.
2
CKX
Lands, Inc.
Statements
of Changes in Stockholders’ Equity - Unaudited
Three
Months Ended March 31, 2010 and 2009
(Unaudited)
|
||||||||||||||||||||
Three
Months Ended
March
31, 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
|
$ | 184,563 | 184,563 | — | — | — | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holding
gains
occurring during period,
net
of taxes of $23,866
|
35,798 | 35,798 | ||||||||||||||||||
Total
comprehensive income
|
$ | 220,361 | ||||||||||||||||||
Dividends
|
(135,975 | ) | — | — | — | |||||||||||||||
March
31, 2010 Balance
|
$ | 10,219,528 | 69,150 | 72,256 | 375,516 | |||||||||||||||
Three
Months Ended
March
31, 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
|
$ | 298,413 | 298,413 | — | — | — | ||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||
Change
in unrealized net holding gains occurring during period, net of taxes of
$37,238
|
(55,857 | ) | (55,857 | ) | ||||||||||||||||
Total
comprehensive income
|
$ | 242,554 | ||||||||||||||||||
Dividends
|
(135,975 | ) | — | — | — | |||||||||||||||
March
31, 2009 Balance
|
$ | 10,020,314 | (47,592 | ) | 72,256 | 375,516 |
The
accompanying notes are an integral part of these financial
statements.
3
CKX
Lands, Inc.
Statements
of Cash Flows - Unaudited
Three
Months Ended March 31, 2010 and 2009
(Unaudited)
2010
|
2009
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net Income
|
$ | 184,563 | $ | 298,413 | ||||
Less non-cash (income) expenses
included in net income:
|
||||||||
Depreciation, depletion and
amortization
|
3,190 | 1,993 | ||||||
Deferred income tax
expense
|
1,397 | (31,910 | ) | |||||
Less non-operating
activities:
|
||||||||
Realized loss on securities
sold
|
— | |||||||
Gain from sale of land and other
assets
|
(255 | ) | (10,000 | ) | ||||
Change in operating assets and
liabilities:
|
||||||||
(Increase) decrease in current
assets
|
(54,071 | ) | 111,437 | |||||
Increase (decrease) in current
liabilities
|
57,583 | 100,987 | ||||||
Net cash provided from operating
activities
|
192,407 | 470,920 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Securities:
|
||||||||
Sales proceeds
|
||||||||
Purchases
|
(378,936 | ) | — | |||||
Land, timber, equipment and other
assets:
|
||||||||
Sales proceeds
|
255 | 13,572 | ||||||
Purchases
|
(1,135 | ) | (23,117 | ) | ||||
Net cash provided from (used in)
investing activities
|
(379,816 | ) | (9,545 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Dividends paid, net of
refunds
|
— | — | ||||||
Net cash used in financing
activities
|
— | — | ||||||
Net
increase (decrease) in cash and cash equivalents
|
(187,409 | ) | 461,375 | |||||
Cash
and cash equivalents:
|
||||||||
Beginning
|
3,977,106 | 5,779,491 | ||||||
Ending
|
$ | 3,789,697 | $ | 6,240,866 | ||||
Supplemental disclosures of cash flow
information:
|
||||||||
Cash
payments for:
|
||||||||
Interest
|
$ | — | $ | — | ||||
Income taxes
|
$ | — | $ | — | ||||
Supplemental schedule of non-cash investing and
financing activities:
|
||||||||
Net change in recognized and
unrecognized unrealized
gains (losses) on
available-for-sale securities
|
$ | 59,664 | $ | (93,095 | ) |
The
accompanying notes are an integral part of these financial
statements.
4
CKX
Lands, Inc.
Notes
to Financial Statements
March
31, 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 March 31,
2010
|
|
The
Company has evaluated subsequent events through May 7, 2010, the issue
date of these financial statements.
|
|
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.
|
March 31, 2010 | ||||||||||||||||||||||||
Current
|
Non-Current
|
Total
|
||||||||||||||||||||||
Unrealized
|
Unrealized
|
Unrealized
|
||||||||||||||||||||||
Fair Value
|
Gain/(Loss)
|
Fair Value
|
Gain/(Loss)
|
Fair Value
|
Gain/(Loss)
|
|||||||||||||||||||
Certificate
of Deposits
|
$ | 720,000 | — | 490,000 | — | 1,210,000 | — | |||||||||||||||||
Mutual
Funds
|
— | — | 766,656 | 9,024 | 766,656 | 9,024 | ||||||||||||||||||
Equity
Securities
|
— | — | 1,215,810 | 104,201 | 1,215,810 | 104,201 | ||||||||||||||||||
Total
|
$ | 720,000 | — | 2,472,466 | 113,225 | 3,192,466 | 113,225 | |||||||||||||||||
March 31, 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
March
31, 2010
(Unaudited)
|
Fair
value measurements disclosure for securities
follows:
|
March
31, 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
|
$ | 1,210,000 | — | — | ||||||||
Mutual
Funds
|
766,656 | — | — | |||||||||
Equity
Securities
|
$ | 1,215,810 | — | — | ||||||||
March
31, 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:
|
Subsequent
Events:
|
On
April 22, 2010, the Company purchased 195.55 net acres of timberland with
50% mineral interests in southwest Louisiana for
$288,333. Management has estimated the fair market value of the
standing timber on this acreage to be $100,259 and allocated this amount
to standing
timber.
|
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 three months of 2010 declined by $121,650 to
$336,571. The following schedule summarizes barrels and MCF reported
from producers and calculated average price per barrel and per MCF for 2010 and
2009.
2010
|
2009
|
|||||||
Oil
Royalty Revenue
|
$ | 201,831 | $ | 267,806 | ||||
Barrels
produced
|
2,700 | 5,019 | ||||||
Average
price per barrel
|
$ | 74.75 | $ | 53.35 | ||||
Gas
Royalty Revenue
|
$ | 108,128 | $ | 175,428 | ||||
MCF
produced
|
20,223 | 22,298 | ||||||
Average
price per MCF
|
$ | 5.35 | $ | 7.87 |
The
decrease 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 both a decrease in MCF produced
and a decrease in average price per MCF.
Agriculture
revenue decreased from $34,697 to $22,806 in 2010, primarily due to one
sugarcane related lease.
Timber
revenue decreased to $1,653 in 2010 or a decrease of $8,804 from
2009. 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 $13,079 in 2010.
This decrease is directly related to lower oil and gas revenues.
Timber
expenses decreased by $15,300 in 2010 due to a 2009 timber cruise mapping
project.
General
and administrative expenses increased by $6,812 primarily due to an increase in
office rental expense and employee training expenses.
7
Financial
Condition
Current
assets and non-current certificates of deposit and securities available for sale
totaled $7,234,815 and total liabilities equaled $463,142 at March 31,
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.
On April
22, 2010, the Company purchased 195.55 net acres of timberland with 50% mineral
interests in Southwest Louisiana for $288,333. Management has
estimated the fair market value of the standing timber on this acreage to be
$100,259.
The
Company declared the normal seven cents per common share during the quarter
ended March 31, 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.
Date: May
7, 2010
Date: May
7, 2010
|
CKX
Lands, Inc.
/s/
Joseph K. Cooper
Joseph
K. Cooper
President
and Chief Executive Officer
/s/
Brian R.
Jones
Brian
R. Jones
Treasurer
and Chief Financial Officer
|
10