CKX LANDS, INC. - Quarter Report: 2020 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

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.)
2417 Shell Beach Drive
Lake Charles, Louisiana		70601
(Address of principal executive offices)		(Zip Code)
	(337) 493-2399
	(Registrant’s telephone number) One Lakeside Plaza, 4th Floor 127 W. Broad Street Lake Charles, Louisiana 70601 (Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock with no par value	CKX	NYSE American

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒     No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒     No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐     No  ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,942,495 shares of common stock are issued and outstanding as of August 6, 2020.

 

 

 

 

		June 30,				December 31,
		2020				2019
		(unaudited)
ASSETS
Current assets:
Cash		$	3,567,149			$	3,280,289
Certificates of deposit			2,753,465				2,697,000
Equity investment in mutual funds			502,314				500,642
Accounts receivable			79,394				102,786
Prepaid expense and other assets			100,881				39,731
Total current assets			7,003,203				6,620,448
Property and equipment, net			9,240,880				9,242,082
Total assets		$	16,244,083			$	15,862,530
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables and accrued expenses			80,426				62,253
Unearned revenue			232,006				165,158
Income tax payable			26,360				-
Total current liabilities			338,792				227,411
Deferred income tax payable			187,664				187,664
Total liabilities			526,456				415,075
Stockholders' equity:
Common stock, 3,000,000 authorized, no par value, 1,942,495 issued and outstanding as of June 30, 2020 and December 31, 2019			59,335				59,335
Retained earnings			15,658,292				15,388,120
Total stockholders' equity			15,717,627				15,447,455
Total liabilities and stockholders' equity		$	16,244,083			$	15,862,530

 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2020				2019				2020				2019
Revenues:
Oil and gas		$	67,929			$	143,036			$	182,979			$	233,932
Timber sales			3,747				-				11,635				14,481
Surface revenue			107,438				64,189				155,308				102,704
Surface revenue - related party			9,583				9,583				19,166				19,166
Total revenue			188,697				216,808				369,088				370,283
Costs, expenses and (gains):
Oil and gas costs			11,072				13,643				22,809				28,167
Timber costs			754				687				3,205				5,084
Surface costs			258				115				258				693
General and administrative expense			193,087				208,434				336,209				328,469
Depreciation expense			234				504				467				1,011
Gain on sale of land			(220,800	)			(4,950	)			(253,907	)			(80,876	)
Total costs, expenses and (gains)			(15,395	)			218,433				109,041				282,548
Income from operations			204,092				(1,625	)			260,047				87,735
Interest income			30,381				29,487				48,256				56,011
Income before income taxes			234,473				27,862				308,303				143,746
Federal and state income tax expense:
Current			22,683				4,591				38,131				14,754
Deferred			-				-				-				-
Total income taxes			22,683				4,591				38,131				14,754
Net income		$	211,790			$	23,271			$	270,172			$	128,992
Dividends paid			-				-				-				-
Net income available to common shareholders		$	211,790			$	23,271			$	270,172			$	128,992
Per common stock, basic and diluted
Net income		$	0.11			$	0.01			$	0.14			$	0.07
Dividends		$	-			$	-			$	-			$	-
Weighted average shares outstanding, basic and diluted			1,942,495				1,942,495				1,942,495				1,942,495

 

		Common Stock								Retained				Total
		Shares				Amount				Earnings				Equity
Balances, March 31, 2020 (unaudited)			1,942,495			$	59,335			$	15,446,502			$	15,505,837
Net income			-				-				211,790				211,790
Balances, June 30, 2020 (unaudited)			1,942,495			$	59,335			$	15,658,292			$	15,717,627

		Common Stock								Retained				Total
		Shares				Amount				Earnings				Equity
Balances, March 31, 2019 (unaudited)			1,942,495			$	59,335			$	15,243,908			$	15,303,243
Net income			-				-				23,271				23,271
Balances, June 30, 2019 (unaudited)		$	1,942,495			$	59,335			$	15,267,179			$	15,326,514

		Common Stock								Retained				Total
		Shares				Amount				Earnings				Equity
Balances, December 31, 2019			1,942,495			$	59,335			$	15,388,120			$	15,447,455
Net income			-				-				270,172				270,172
Balances, June 30, 2020 (unaudited)			1,942,495			$	59,335			$	15,658,292			$	15,717,627

		Common Stock								Retained				Total
		Shares				Amount				Earnings				Equity
Balances, December 31, 2018			1,942,495			$	59,335			$	15,138,187			$	15,197,522
Net income			-				-				128,992				128,992
Balances, June 30, 2019 (unaudited)		$	1,942,495			$	59,335			$	15,267,179			$	15,326,514

 

		Six Months Ended
		June 30,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	270,172			$	128,992
Less non-cash expenses included in net income:
Depreciation expense			467				1,011
Depletion expense			184				109
Gain on sale of land			(253,907	)			(80,876	)
Unrealized loss (gain) on equity investment in mutual funds			1,503				(246	)
Changes in operating assets and liabilities:
Increase (decrease) in current assets			(37,758	)			(74,941	)
Increase (decrease) in current liabilities			111,381				(25,304	)
Net cash provided by (used in) operating activities			92,042				(51,255	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of certificates of deposit			(1,985,465	)			(979,000	)
Proceeds from maturity of certificates of deposit			1,929,000				1,670,000
Purchases of mutual funds			(3,175	)			(2,961	)
Costs of reforesting timber			-				(17,970	)
Proceeds from the sale of fixed assets			254,458				109,235
Net cash provided by (used in) investing activities			194,818				779,304
NET INCREASE IN CASH AND RESTRICTED CASH			286,860				728,049
Cash and restricted cash, beginning of the period			3,280,289				1,860,736
Cash and restricted cash, end of the period		$	3,567,149			$	2,588,785
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	5,000			$	67,107

 

Note 1:      Significant Accounting Policies and Recent Accounting Pronouncements

 

Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying financial statements include normal recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. These financial statements should be read in conjunction with our audited financial statements and notes thereto for the fiscal year ended December 31, 2019 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

 

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results may differ from these estimates.

 

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

 

Risks and Uncertainties

 

In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the World Health Organization (“WHO”) declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. While the Company did not incur significant disruptions to its operations during the first six months of 2020 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business.

 

Concentration of Credit Risk

 

The Company maintains its cash balances in seven financial institutions. The amount on deposit in each financial institution is insured by the Federal Deposit Insurance Corporation up to $250,000.

 

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. All certificates of deposit are held until maturity and recorded at cost which approximates fair value. Certificates of deposit mature through the 4^th quarter of 2020. Certificates of deposit with a maturity of one year or less are classified as short-term. Certificates of deposit with a maturity of more than one year are classified as long-term.

 

Equity Investment

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition of Financial Assets and Financial Liabilities,” (ASU 2016-01), which makes targeted amendments to the guidance for recognition, measurement, presentation and disclosure of financial instruments.  The guidance under ASU 2016-01 requires equity investments, other than equity method investments, to be measured at fair value with changes in fair value recognized in net income.  As of June 30, 2020, and December 31, 2019, the Company classified $502,314 and $500,642, respectively, of mutual funds as equity securities.  The Company invests in ultra-short, high quality U.S. dollar money market funds, foreign funds, and obligations issued by the U.S. Government. The Company did not hold any equity investments until the fourth quarter of 2018, accordingly, there are no effects on the Company’s investments from the adoption of ASU 2016-01.

 

 

Accounts Receivable

 

The Company’s accounts receivable consists of incomes received after quarter-end for royalties produced prior to quarter-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 quarter, the Company estimates the amount to be received based on the average of the most recent 12 month’s royalties that were received from that particular well.  The Company does not maintain an allowance for doubtful accounts because other than the accrual for earned but not received royalties, it has no accounts receivable.

 

Property, Building and Equipment

 

Property, building, and equipment is stated at cost. Major additions are capitalized. Maintenance and repairs are charged to income as incurred. Depreciation is computed on the straight-line and accelerated methods over the following estimated useful lives of the assets:

 

 

Impairment of Long-lived Assets

 

Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the six months ended June 30, 2020, the Company performed a step zero impairment analysis and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2020 and 2019.

 

Revenue Recognition

 

Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new standard, we recognize revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) the transaction price is determinable for each performance obligation, (iv) the transaction price is allocated to each performance obligation, and (v) the performance obligations are satisfied. We derive a majority of our revenues from oil and gas royalties, timber sales, and surface leases. Surface leases are not within the scope of ASC 606. See Note 6 for more detailed information about the Company’s reportable segments.

 

Oil and Gas

 

Oil and gas revenue is generated through customer contracts, where we provide the customer access to a designated tract of land upon which the customer performs exploration, extraction, production and ultimate sale of the oil and gas. The Company receives royalties on all oil and gas produced by the customer. The performance obligation identified in oil and gas related contracts is the production of oil and gas on the designated tract of land. The performance obligation is satisfied at a point in time, which is when the customer produces oil and gas. The transaction price is comprised of fixed fees (royalties) on all oil and gas produced. The Company accrues monthly royalty revenues based upon estimates and adjusts to actual as the Company receives payments. Net accrued royalty income was $78,753 and $84,880 as of June 30, 2020 and December 31, 2019, respectively. There are no capitalized contract costs associated with oil and gas contracts. The accounting of royalty income remains largely unchanged upon implementation of ASC 606.

 

Timber

 

Timber revenue is generated through customer contracts executed as a pay-as-cut arrangement, where the customer acquires the right to harvest specified timber on a designated tract for a set period of time at agreed-upon unit prices. The performance obligation identified in timber related contracts is the severing of a single tree.

 

 

We satisfy our performance obligation when timber is severed, at which time revenue is recognized. The transaction price for timber sales is determined using contractual rates applied to harvest volumes. The Company may receive a deposit at the time of entering into a stumpage agreement and this deposit is recorded in unearned revenue and accrued expenses until earned. The Company held stumpage agreement deposits of $137,300 and $87,300 as of June 30, 2020 and December 31, 2019, respectively. There are no capitalized contract costs associated with timber contracts. The accounting of timber revenue remains largely unchanged upon implementation of ASC 606. No revenue has been recognized on the stumpage agreements held by the Company and they are still open. The amount deposited by the customer is recognized as revenue against the first timber harvested.  If no timber is harvested by the end of the contract the deposit is retained and recognized as income at contract end.  The accounting of timber revenue remains largely unchanged upon implementation of ASC 606.

 

Surface

 

Surface revenue is earned through annual leases for agricultural and hunting activities and the Company records revenues evenly over the term of these leases.  Surface revenues from these sources are recurring on an annual basis.  Unearned surface revenues and accrued expenses were $94,706 and $77,857 as of June 30, 2020, and December 31, 2019, respectively.

 

Surface revenue is also earned through right of way and related temporary workspace leases, both of which are not usual in occurrence and are not recurring sources of revenue. Generally, a right of way lease relates to either a utility or pipeline right of way that is a permanent servitude or exists for fixed periods of time greater than thirty years. The Company retains ownership of the land and the servitude is limited to the use of the surface. Revenue is recorded at the time of the agreement’s execution date. For income tax purposes, these types of agreements are treated as sales of business assets.

 

Other sources of surface revenue can be commercial activities leases and sales of surface minerals, such as dirt.

 

Basic and Diluted Earnings per share

 

Net earnings per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income per share excludes all potential common shares if their effect is anti-dilutive. As of June 30, 2020, and 2019 there were no dilutive shares outstanding.

 

Dividends

 

In determining whether a dividend will be declared, the Board of Directors will take into account the Company’s prior fiscal year’s cash flows from operations and the current economic conditions among other information deemed relevant. Dividends paid per common share are based on the weighted average number of shares of common stock outstanding during the period. No dividends were declared during the six months ended June 30, 2020 and 2019.

 

Pursuant to a dividend reversion clause in the Company’s Articles of Incorporation, dividends not claimed within one year after the dividend becomes payable will expire and revert in full ownership to the Company and the Company’s obligation to pay such dividend will cease. Any dividend reversions are recorded in equity upon receipt.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, which amended the accounting treatment for leases. Lessees (for capital and operating leases) and lessors (for sales-type leases, direct financing leases and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. In July 2018, the FASB issued ASU 2018-10 and ASU 2018-11. ASU 2018-10 provides certain areas for improvement in ASU 2016-02 and ASU 2018-11 provides an additional optional transition method by allowing entities to initially apply the new leasing standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The new leasing standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this standard as of January 1, 2019. The Company reviewed its service agreements and other arrangements and evaluated whether they met the definition of a lease under ASU 2016-02. The Company determined that the adoption of this standard had no impact on its financial statements.

 

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 

 

Note 2:      Certificates of Deposit

The Company has certificates of deposit for investment purposes. Certificates of deposit have maturities greater than three months when purchased, in amounts not greater than $250,000. All certificates of deposit are held until maturity and recorded at cost which approximates fair value. Certificates of deposit mature through the fourth quarter of 2020. Total certificates of deposit were $2,753,465 and $2,697,000 as of June 30, 2020 and December 31, 2019, respectively. Purchases of certificates of deposit were $1,985,465 and $979,000 for the six months ended June 30, 2020 and 2019, respectively. Proceeds from the maturity of certificates of deposit were $1,929,000 and $1,670,000 for the six months ended June 30, 2020 and 2019, respectively.

 

Note 3:      Fair Value of Financial Instruments

 

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

 

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it was practical to estimate that value:

 

Class	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 which approximates fair value.
Equity Investment in mutual funds:	Carrying value adjusted to and presented at fair market value.

 

 The estimated fair value of the Company's financial instruments are as follows:

 

 

 

 

Note 4:      Property and Equipment

 

Property and equipment consisted of the following:

 

 

During the six months ended June 30, 2020 and 2019, the Company had a gain on sale of land of $253,907 and $80,876, respectively.

 

Depreciation expense was $467 and $1,011 for the six months ended June 30, 2020 and 2019, respectively.

 

Depletion expense was $184 and $109 for the six months ended June 30, 2020 and 2019, respectively.

 

Note 5:      Segment Reporting

 

The Company’s operations are classified into three principal operating segments that are all located in the United States: oil and gas, timber and surface. The Company’s reportable business segments are strategic business units that offer income from different products. They are managed separately due to the unique aspects of each area.

 

The tables below present financial information for the Company’s three operating business segments:

 

 

 

 

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 in the Company’s Form 10-K for the year ended December 31, 2019. The Company evaluates performance based on income or loss from operations before income taxes excluding any nonrecurring gains and losses. Income before income tax represents net revenues less costs and expenses less other income and expenses of a general corporate nature. Identifiable assets by segment are those assets used solely in the Company's operations within that segment.

 

Note 6:      Income Taxes

 

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in federal and state income tax returns that remain subject to examination, generally those filed in the last three years. 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 7:      Related Party Transactions

 

The Company and Stream Wetlands Services, LLC (“Stream Wetlands”) are parties to an option to lease agreement dated April 17, 2017 (the “OTL”). The OTL provides Stream Wetlands an option, exercisable through February 28, 2021, to lease certain lands from the Company, subject to the negotiation and execution of a mutually acceptable lease form. Stream Wetlands paid the Registrant $38,333 upon execution of the OTL, and an additional $38,333 during the first quarter of each year through2020. Mr. Stream, a director of the Company and who was appointed is President and Treasurer effective July 15, 2020, is also the president of Stream Wetlands.

 

The Company’s immediate past President and current Secretary and director is a partner in Stockwell, Sievert, Viccellio, Clements, LLP (“Stockwell”). Beginning in August 2018, the Company began renting office space from Stockwell. The Company pays Stockwell $750 per month as rent for office space and associated services, $2,000 per month to reimburse the firm for an administrative assistant and reimburses Stockwell for miscellaneous office supplies and legal expenses. For the six months ended June 30, 2020, the Company recorded $16,713 in total of such expense, of which $4,500 was rent expense. These expenses will only be paid through July 31, 2020 as Stockwell will no longer provide these services to the Company after July 31, 2020.

 

Surface revenue-related party was $9,583 and $19,166 for the three and six months ended June 30, 2020, respectively.

 

 

 

Note 8:      Concentrations

 

Revenue from the Company's five largest customers for the six months ended June 30, 2020 and 2019, respectively were: