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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 September 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)

(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 November 6, 2020.

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

BALANCE SHEETS AS OF SEPTEMBER 30, 2020 (UNAUDITED) AND DECEMBER 31, 2019

 

 

STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

 

 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

 

 

STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

 

 

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2020 (UNAUDITED)

1

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

17

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

17

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

ITEM 1

LEGAL PROCEEDINGS

18

 

 

 

ITEM 1A.

RISK FACTORS

18

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

18

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

18

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

18

 

 

 

ITEM 5.

OTHER INFORMATION

18

 

 

 

ITEM 6.

EXHIBITS

19

 

 

 

SIGNATURES

20

  

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

 

CKX LANDS, INC.

BALANCE SHEETS

 

   

September 30,

   

December 31,

 
   

2020

   

2019

 
   

(unaudited)

         
ASSETS                

Current assets:

               

Cash and cash equivalents

  $ 5,255,957     $ 3,280,289  

Certificates of deposit

    1,193,604       2,697,000  

Equity investment in mutual funds

    502,847       500,642  

Accounts receivable

    80,210       102,786  

Prepaid expense and other assets

    53,852       39,731  

Total current assets

    7,086,470       6,620,448  

Property and equipment, net

    9,235,403       9,242,082  

Total assets

  $ 16,321,873     $ 15,862,530  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities:

               

Trade payables and accrued expenses

    86,367       62,253  

Unearned revenue

    248,611       165,158  

Income tax payable

    31,550       -  

Total current liabilities

    366,528       227,411  

Deferred income tax payable

    187,664       187,664  

Total liabilities

    554,192       415,075  
                 

Stockholders' equity:

               

Common stock, 3,000,000 authorized, no par value, 1,942,495 issued and outstanding as of September 30, 2020 and December 31, 2019

    59,335       59,335  

Retained earnings

    15,708,346       15,388,120  

Total stockholders' equity

    15,767,681       15,447,455  

Total liabilities and stockholders' equity

  $ 16,321,873     $ 15,862,530  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

1

 

 

CKX LANDS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Revenues:

                               

Oil and gas

  $ 50,811     $ 174,097     $ 233,789     $ 408,029  

Timber sales

    59,416       16,717       71,052       31,198  

Surface revenue

    41,032       27,940       196,340       130,644  

Surface revenue - related party

    9,583       9,583       28,749       28,749  

Total revenue

    160,842       228,337       529,930       598,620  

Costs, expenses and (gains):

                               

Oil and gas costs

    5,226       20,196       28,034       48,364  

Timber costs

    666       9,292       3,870       14,376  

Surface costs

    198       581       456       1,274  

General and administrative expense

    121,426       143,198       457,637       471,668  

Depreciation expense

    1,326       507       1,793       1,517  

Gain on sale of land

    (41,331 )     -       (295,238 )     (80,876 )

Total costs, expenses and (gains)

    87,511       173,774       196,552       456,323  

Income from operations

    73,331       54,563       333,378       142,297  
                                 

Interest income

    6,914       28,512       55,170       84,524  

Income before income taxes

    80,245       83,075       388,548       226,821  

Federal and state income tax expense:

                               

Current

    30,191       25,105       68,322       39,859  

Deferred

    -       -       -       -  

Total income taxes

    30,191       25,105       68,322       39,859  

Net income

  $ 50,054     $ 57,970     $ 320,226     $ 186,962  
                                 

Earnings per share, basic and diluted

  $ 0.03     $ 0.03     $ 0.16     $ 0.10  
                                 

Weighted average shares outstanding, basic and diluted

    1,942,495       1,942,495       1,942,495       1,942,495  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

2

 

 

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

 

   

Common Stock

   

Retained

   

Total

 
   

Shares

   

Amount

   

Earnings

   

Equity

 

Balances, June 30, 2020 (unaudited)

    1,942,495     $ 59,335     $ 15,658,292     $ 15,717,627  

Net income

    -       -       50,054       50,054  

Balances, September 30, 2020 (unaudited)

    1,942,495     $ 59,335     $ 15,708,346     $ 15,767,681  

 

   

Common Stock

   

Retained

   

Total

 
   

Shares

   

Amount

   

Earnings

   

Equity

 

Balances, June 30, 2019 (unaudited)

    1,942,495     $ 59,335     $ 15,267,179     $ 15,326,514  

Net income

    -       -       57,970       57,970  

Balances, September 30, 2019 (unaudited)

  $ 1,942,495     $ 59,335     $ 15,325,149     $ 15,384,484  

 

 

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 

 

   

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

    -       -       320,226       320,226  

Balances, September 30, 2020 (unaudited)

    1,942,495     $ 59,335     $ 15,708,346     $ 15,767,681  

 

   

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

    -       -       186,962       186,962  

Balances, September 30, 2019 (unaudited)

  $ 1,942,495     $ 59,335     $ 15,325,149     $ 15,384,484  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3

 

 

 CKX LANDS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine Months Ended

 
   

September 30,

 
   

2020

   

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 320,226     $ 186,962  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation expense

    1,793       1,517  

Depletion expense

    683       288  

Gain on sale of land

    (295,238 )     (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

    8,455       (42,297 )

Increase (decrease) in current liabilities

    139,117       9,966  

Net cash provided by operating activities

    176,539       75,314  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchases of certificates of deposit

    (1,985,767 )     (1,468,000 )

Proceeds from maturity of certificates of deposit

    3,489,163       2,390,000  

Purchases of mutual funds

    (3,708 )     (4,365 )

Costs of reforesting timber

    -       (22,560 )

Proceeds from the sale of fixed assets

    299,441       109,235  

Net cash provided by investing activities

    1,799,129       1,004,310  
                 

NET INCREASE IN CASH AND CASH EQUIVALENTS

    1,975,668       1,079,624  

Cash and cash equivalents, beginning of the period

    3,280,289       1,860,736  

Cash and cash equivalents, end of the period

  $ 5,255,957     $ 2,940,360  
                 

SUPPLEMENTAL CASH FLOW INFORMATION

               

Cash paid for interest

  $ -     $ -  

Cash paid for income taxes

  $ 30,000     $ 67,107  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4

 

CKX LANDS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

 

 

The “Company,” “we,” “us,” and “our,” refer to CKX Lands, Inc.

 

 

 

 

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 nine months ended September 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 nine 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. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation’s insured limit of $250,000. The Company has not experienced any losses in such accounts and management believes the Company is not exposed to any significant credit risk on its cash balances.  

 

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 4th 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 September 30, 2020, and December 31, 2019, the Company classified $502,847 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.

 

5

 

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:

 

Furniture and equipment (in years)

5 - 7  

Land improvements (in years)

  15    

 

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.

 

On August 27, 2020, Hurricane Laura made landfall in Cameron, Louisiana as a major Category 4 hurricane. The hurricane caused widespread property damage, flooding, power outages, and water and communication service interruptions. The Company holds 13,944 acres of land in Southwest Louisiana across 11 parishes, with 10,522 acres classified as timber lands. Ten of these parishes are included in the Federal Emergency Management Agency’s disaster declaration related to Hurricane Laura. Approximately one-third of the Company’s timber was damaged during the storm. The Company performed an impairment analysis by comparing the undiscounted cash flow of the assets and the carrying value of the fixed assets and determined that the fair value of the timber exceeded the carrying value as of September 30, 2020.  No impairment charges were recorded during the nine months ended September 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 $77,651 and $84,880 as of September 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.

 

6

 

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 September 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 $111,311 and $77,857 as of September 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 September 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 nine months ended September 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

 

There are various 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 $1,193,604 and $2,697,000 as of September 30, 2020 and December 31, 2019, respectively. Purchases of certificates of deposit were $1,985,767 and $1,468,000 for the nine months ended September 30, 2020 and 2019, respectively. Proceeds from the maturity of certificates of deposit were $3,489,163 and $2,390,000 for the nine months ended September 30, 2020 and 2019, respectively.

 

7

 

 

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:

 

         

September 30, 2020

   

December 31, 2019

 

Financial Assets:

 

Level

   

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 
                                       

Cash and cash equivalents

  1     $ 5,255,957     $ 5,255,957     $ 3,280,289     $ 3,280,289  

Certificate of deposit - short term

  1       1,193,604       1,195,009       2,697,000       2,697,000  

Equity investment in mutual funds

  1       502,847       504,117       500,410       500,642  

Total

        $ 6,952,408     $ 6,955,083     $ 6,477,699     $ 6,477,931  

 

 

Note 4:      Property and Equipment

 

Property and equipment consisted of the following:

 

   

September 30,

   

December 31,

 
   

2020

   

2019

 
                 

Land

  $ 7,018,850     $ 7,023,053  

Timber

    2,187,911       2,188,594  

Building and equipment

    108,602       108,602  
      9,315,363       9,320,249  

Accumulated depreciation

    (79,960 )     (78,167 )

Total

  $ 9,235,403     $ 9,242,082  

 

8

 

During the nine months ended September 30, 2020 and 2019, the Company had a gain on sale of land of $295,238 and $80,876, respectively.

 

Depreciation expense was $1,793 and $1,517 for the nine months ended September 30, 2020 and 2019, respectively.

 

Depletion expense was $683 and $288 for the nine months ended September 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:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2020

   

2019

   

2020

   

2019

 

Revenues:

                               

Oil and gas

  $ 50,811     $ 174,097     $ 233,789     $ 408,029  

Timber sales

    59,416       16,717       71,052       31,198  

Surface revenue

    50,615       37,523       225,089       159,393  

Total segment revenues

    160,842       228,337       529,930       598,620  
                                 

Cost and expenses:

                               

Oil and gas costs

    5,226       20,196       28,034       48,364  

Timber costs

    666       9,292       3,870       14,376  

Surface costs

    198       581       456       1,274  

Total segment costs and expenses

    6,090       30,069       32,360       64,014  
                                 

Net income from operations:

                               

Oil and gas

    45,585       153,901       205,755       359,665  

Timber

    58,750       7,425       67,182       16,822  

Surface

    50,417       36,942       224,633       158,119  

Total segment net income from operations

    154,752       198,268       497,570       534,606  

Other income (expense) before income taxes

    (74,507 )     (115,193 )     (109,022 )     (307,785 )

Income before income taxes

  $ 80,245     $ 83,075     $ 388,548     $ 226,821  

 

 

   

Nine Months Ended

September 30,

   

Year Ended

December 31,

 
   

2020

   

2019

 

Identifiable Assets, net of accumulated depreciation

               

Timber

  $ 2,187,911     $ 2,188,594  

General corporate assets

    14,133,962       13,673,936  

Total

    16,321,873       15,862,530  
                 

Capital expenditures:

               

Timber

    -       26,815  

Surface

    -       -  

General corporate assets

    -       -  

Total segment costs and expenses

    -       26,815  
                 

Depreciation and depletion

               

Oil and gas

    -       -  

Timber

    683       611  

General corporate assets

    1,793       1,751  

Total

  $ 2,476     $ 2,362  

 

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.

 

9

 

 

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 through 2020. Mr. Stream, a director of the Company and who was appointed as 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 paid 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 reimbursed Stockwell for miscellaneous office supplies and legal expenses. For the nine months ended September 30, 2020, the Company recorded $22,407 in total of such expense, of which $6,000 was rent expense. These expenses were paid through July 31, 2020 and Stockwell no longer provides these services to the Company after July 31, 2020.

 

Gray Stream is President of Matilda Stream Management (“MSM”). MSM currently provides administrative and accounting services and provides office space to the Company at no charge.

 

Surface revenue-related party was $9,583 and $28,749 for the three and nine months ended September 30, 2020, respectively.

 

10

 

 

Note 8:      Concentrations

 

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

 

     

Nine Months Ended September 30,

 

Count

   

2020

   

2019

 
1     $ 74,326     $ 82,644  
2       47,452       46,267  
3       40,289       41,213  
4       38,333       38,333  
5       32,108       38,246  

 

 

Note 9:      Subsequent Events

 

On October 9, 2020, Hurricane Delta made landfall in Creole, Louisiana as a Category 2 hurricane.  The hurricane caused property damage, flooding, power outages, and water and communication service interruptions.  The Company holds property in four of the parishes included in the Federal Emergency Management Agency’s disaster declaration related to the hurricane.  The Company is currently in the process of assessing any damage to its timber and the effects of any temporary interruption in oil and gas production on its lands, but it currently believes the effects of the hurricane on its assets and operations are minimal. 

 

 

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto as of and for the year ended December 31, 2019 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 13, 2020.

 

Cautionary Statement

 

This Management’s Discussion and Analysis includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like “believe,” “expect,” “plan,” “estimate,” “anticipate,” “intend,” “project,” “will,” “predicts,” “seeks,” “may,” “would,” “could,” “potential,” “continue,” “ongoing,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from our predictions, including those risks described in our Annual Report on Form 10-K, this Form 10-Q and in our other public filings. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

Overview

 

CKX Lands, Inc., a Louisiana corporation, began operations in 1930 under the name Calcasieu Real Estate & Oil Co., Inc. It was originally organized as a spin-off by a bank operating in southwest Louisiana. The purpose of the spin-off was to form an entity to hold non-producing mineral interests which regulatory authorities required the bank to charge off. Over the years, as some of the mineral interests began producing, the Company used part of the proceeds to acquire land. In 1990, the Company made its largest acquisition when it was one of four purchasers who bought a fifty percent undivided interest in approximately 35,575 acres in southwest Louisiana.

  

Today the Company’s income is derived from mineral royalties, timber sales and surface payments from its lands. CKX receives income from royalty interests and mineral leases related to oil and gas production, timber sales, and surface rents. Although CKX is active in the management of its land and planting and harvesting its timber, CKX is passive in the production of income from oil and gas production in that CKX does not explore for oil and gas or operate wells. These oil and gas activities are performed by unrelated third parties.

 

11

 

CKX leases its property to oil and gas operators and collects income through its land ownership in the form of oil and gas royalties and lease rentals and geophysical revenues. The Company’s oil and gas income fluctuates as new oil and gas production is discovered on Company land and then ultimately depletes or becomes commercially uneconomical to produce. The volatility in the daily commodity pricing of a barrel of oil or a thousand cubic feet, or “MCF,” of gas will also cause fluctuations in the Company’s oil and gas income.

 

CKX has small royalty interests in 29 different producing oil and gas fields. The size of each royalty interest is determined by the Company’s net ownership in the acreage unit for the well. CKX’s royalty interests range from 0.0045% for the smallest to 7.62% for the largest. As the Company does not own or operate the wells, it does not have access to any reserve information. Eventually, the oil and gas reserves under the Company’s current land holdings will be depleted.

 

Timber income is derived from sales of timber on Company lands. The timber income will fluctuate depending on our ability to secure stumpage agreements in the regional markets, timber stand age, and/or stumpage commodity prices. Timber is a renewable resource that the Company actively manages.

 

Surface income is earned from various recurring and non-recurring sources. Recurring surface income is earned from lease arrangements for farming, recreational and commercial uses. Non-recurring surface income can include such activities as pipeline right of ways, and temporary worksite rentals.

 

In managing its lands, the Company relies on and has established relationships with real estate, forestry, environmental and agriculture consultants as well as attorneys with legal expertise in general corporate matters, real estate, and minerals.

 

The Company actively searches for additional real estate for purchase in Louisiana with a focus on southwest Louisiana. When evaluating unimproved real estate for purchase, the Company will consider numerous characteristics including but not limited to, timber fitness, agriculture fitness, future development opportunities and/or mineral potential. When evaluating improved real estate for purchase, the Company will consider characteristics including, but not limited to, geographic location, quality of existing revenue streams, and/or quality of the improvements.

 

Recent Developments

 

In the first quarter of 2019, the Company began developing several ranchette-style subdivisions on certain of its lands in Calcasieu and Beauregard Parishes using existing road rights of way.  The Company has identified demand in those areas for ranchette-style lots, which consist of more than three acres each, and the Board of Directors and management believe this project will allow the Company to realize a return on its investment in the applicable lands after payment of expenses.  The Company has completed and recorded plats for two subdivisions and expects to complete a third subdivision during the fourth quarter of 2020.  The three subdivisions are located on approximately 415 acres in Calcasieu Parish and approximately 160 acres in Beauregard Parish, and contain an aggregate of 39 lots.  As of the date of this report, the Company has closed on the sale of five of the 39 lots, has nine sales pending, and it is actively marketing the remaining lots.

 

The Company is working to identify additional undeveloped acres owned by the Company in Southwest Louisiana that would likewise be suitable for residential subdivisions.

 

On August 27, 2020, Hurricane Laura made landfall in Cameron, Louisiana as a major Category 4 hurricane.  The hurricane caused widespread property damage, flooding, power outages, and water and communication service interruptions.  The Company holds 13,944 acres of land in Southwest Louisiana across 11 parishes with 10,522 acres classified as timber lands.  Ten of these parishes are included in the Federal Emergency Management Agency’s disaster declaration related to Hurricane Laura.  Approximately one-third of the Company’s timber was damaged during the storm and oil and gas production was temporarily interrupted.  No other business operations were affected by the storm.  The Company has assessed and determined that that the Company did not incur an impairment loss on the value of its timber.  Due to the nature of oil and gas production, it may take several months to determine the effects of the production interruption caused by Hurricane Laura but the Company currently believes the temporary interruption had a minimal effect. 

 

On October 9, 2020, Hurricane Delta made landfall in Creole, Louisiana as a Category 2 hurricane.  The hurricane caused property damage, flooding, power outages, and water and communication service interruptions.  The Company holds property in four of the parishes included in the Federal Emergency Management Agency’s disaster declaration related to the hurricane.  The Company is currently in the process of assessing any damage to its timber and the effects of any temporary interruption in oil and gas production on its lands, but it currently believes the effects of the hurricane on its assets and operations are minimal. 

 

 

Results of Operations

 

Summary of Results

 

The Company’s results of operations for the nine months ended September 30, 2020 were driven primarily by an increase in surface revenues from the first nine months of fiscal 2019 and, an increase in gain on the sale of land, offset by a decrease in gas revenue due to a reduction in the average gas sales price and net gas produced. The higher gain on the sale of land in the first nine months of fiscal 2020 is due to the variable nature of land sales.

 

12

 

Revenue – Three Months Ended September 30, 2020

 

Total revenues for the three months ended September 30, 2020 were $160,842, a decrease of approximately 29.6% when compared with the same period in 2019. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended September 30, 2020 as compared to 2019, are as follows:

 

   

Three Months Ended September 30,

                 
   

2020

   

2019

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Revenues:

                               

Oil and gas

  $ 50,811     $ 174,097     $ (123,286 )     (70.8 )%

Timber

    59,416       16,717       42,699       255.4 %

Surface

    50,615       37,523       13,092       34.9 %

Total revenues

  $ 160,842     $ 228,337     $ (67,495 )     (29.6 )%

 

13

 

Oil and Gas

 

Oil and gas revenues were 32% and 76% of total revenues for the three months ended September 30, 2020 and 2019, respectively. A breakdown of oil and gas revenues for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019 is as follows:

 

   

Three Months Ended September 30,

                 
   

2020

   

2019

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Oil

  $ 46,968     $ 145,511     $ (98,543 )     (67.7 )%

Gas

    3,507       28,029       (24,522 )     (87.5 )%

Lease and geophysical

    336       557       (221 )     (39.7 )%

Total revenues

  $ 50,811     $ 174,097     $ (123,286 )     (70.8 )%

 

CKX received oil and/or gas revenues from 89 and 80 wells during the three months ended September 30, 2020 and 2019, respectively.

 

The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF for the three months ended September 30, 2020 and 2019:

 

   

Three Months Ended

 
   

September 30,

 
   

2020

   

2019

 

Net oil produced (Bbl)(2)

    1,260       2,308  

Average oil sales price (per Bbl)(1,2)

  $ 37.28     $ 63.05  

Net gas produced (MCF)

    2,227       9,274  

Average gas sales price (per MCF)(1)

  $ 1.57     $ 3.02  

 

(1) Before deduction of production costs and severance taxes

(2) Excludes plant products

 

Oil revenues decreased for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, by $98,543. Gas revenues decreased for the three months ended September 30, 2020, as compared to the same period in 2019, by $24,522. As indicated from the schedule above, the decrease in oil revenues were due to a decrease in the net oil produced and a decrease in the average oil sales price per barrel. The decrease in gas revenues were due to a decrease in net gas produced and a decrease in the average price per MCF. Management believes the decrease in oil and gas revenues is a factor of the extreme weakness in oil and gas markets due to the COVID-19 pandemic.

 

Lease and geophysical revenues decreased for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, by $221. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

 

Timber

 

Timber revenue was $59,416 and $16,717 for the three months ended September 30, 2020 and 2019, respectively. The increase in timber revenues was due to some holders of timber contracts determining to harvest timber on Company lands and favorable weather conditions.

 

Surface

 

Surface revenues increased for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, by $13,092. This increase is due to an increase in the price per acre charge for leases. 

 

14

 

Revenue – Nine Months Ended September 30, 2020

 

Total revenues for the nine months ended September 30, 2020 were $529,930, a decrease of approximately 11.5% when compared with the same period in 2019. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the nine months ended September 30, 2020 as compared to 2019, are as follows:

 

   

Nine Months Ended September 30,

                 
   

2020

   

2019

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Revenues:

                               

Oil and gas

  $ 233,789     $ 408,029     $ (174,240 )     (42.7 )%

Timber sales

    71,052       31,198       39,854       127.7 %

Surface revenue

    225,089       159,393       65,696       41.2 %

Total revenues

  $ 529,930     $ 598,620     $ (68,690 )     (11.5 )%

 

Oil and Gas

 

Oil and gas revenues were 44% and 68% of total revenues for the nine months ended September 30, 2020 and 2019, respectively. A breakdown of oil and gas revenues for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019 is as follows:

 

   

Nine Months Ended September 30,

                 
   

2020

   

2019

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Oil

  $ 204,426     $ 304,953     $ (100,527 )     (33.0 )%

Gas

    27,569       97,178       (69,609 )     (71.6 )%

Lease and geophysical

    1,794       5,898       (4,104 )     (69.6 )%

Total revenues

  $ 233,789     $ 408,029     $ (174,240 )     (42.7 )%

 

CKX received oil and/or gas revenues from 89 and 97 wells during the nine months ended September 30, 2020 and 2019, respectively.

 

The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF for the nine months ended September 30, 2020 and 2019:

 

   

Nine Months Ended

 
   

September 30,

 
   

2020

   

2019

 

Net oil produced (Bbl)(2)

    4,380       4,904  

Average oil sales price (per Bbl)(1,2)

  $ 46.67     $ 62.19  

Net gas produced (MCF)

    13,066       25,777  

Average gas sales price (per MCF)(1)

  $ 2.11     $ 3.77  

 

(1) Before deduction of production costs and severance taxes

(2) Excludes plant products

 

Oil revenues decreased for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, by $100,527. Gas revenues decreased for the nine months ended September 30, 2020, as compared to the same period in 2019, by $69,609. As indicated from the schedule above, the decrease in oil revenues was due to a decrease in net oil produced and a decrease in the average oil sales price per barrel. The decrease in gas revenues was due to a decrease in net gas produced and a decrease in the average price per MCF. Management believes the decrease in oil and gas revenues is a factor of the extreme weakness in oil and gas markets due to the COVID-19 pandemic.

 

Lease and geophysical revenues decreased for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, by $4,104. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

 

Timber

 

Timber revenue was $71,052 and $31,198 for the nine months ended September 30, 2020 and 2019, respectively. The increase in timber revenues was due to some holders of timber contracts determining to harvest timber on Company lands and favorable weather conditions for harvesting.

 

15

 

Surface

 

Surface revenues increased for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, by $65,696. This increase is due to an increase in the price per acre charge for leases. 

 

Costs and Expenses – Three and Nine Months Ended September 30, 2020

 

Oil and gas costs decreased for the three and nine months ended September 30, 2020 as compared to the three and nine months ended September 30, 2019 by $14,970 and $20,330, respectively. These variances are due to the normal variations in year to year costs, which correlate directly with variations in revenues.

 

Timber costs decreased for the three and nine months ended September 30, 2020 as compared to the three and nine months ended September 30, 2019 by $8,626 and $10,506, respectively. This is primarily due to decreased timber management costs.

 

General and administrative expenses decreased for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019 by $21,772. This is primarily due to decreased property management fees, legal fees and SEC filing fees. General and administrative expenses decreased for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019 by $14,031. This is primarily due to decreased legal fees, SEC filing fees, director fees and travel expense partially offset by an increase in auditing and accounting fees.

 

Gain on Sale of Land – Three and Nine Months Ended September 30, 2020

 

Gain on sale of land and equipment was $41,331 and $0 for the three months ended September 30, 2020 and 2019, respectively. Gain on sale of land and equipment was $295,238 and $80,876 for the nine months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020, this consisted of a gain on sale of six pieces of land including five lots in subdivisions and one sale to local government for roadway construction.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

Current assets totaled $7,086,470 and current liabilities equaled $366,528 as of September 30, 2020.

 

The Company entered into an unsecured revolving line of credit with Hancock Whitney Bank on June 25, 2018. The line of credit permitted the Company to draw a maximum aggregate amount of $1,000,000. Borrowings under the line of credit bore interest at a rate of 4.25%. The line of credit expired, and the Company did not extend the line of credit as management believes it has sufficient cash on hand available to handle recurring costs.

 

In the opinion of management, cash and cash equivalents, and certificates of deposit are adequate for projected operations and possible land acquisitions.

  

Analysis of Cash Flows

 

Net cash provided by operating activities was $176,539 and $75,314 for the nine months ended September 30, 2020 and September 30, 2019, respectively. The change was attributable primarily to the increase in net income and current liabilities offset by the increase on the gain on the sale of land.

 

Net cash provided by investing activities was $1,799,129 and $1,004,310 for the nine months ended September 30, 2020, and 2019, respectively.  For the nine months ended September 30, 2020, this primarily resulted from proceeds from maturity of certificates of deposit of $3,489,163 and the proceeds from the sale of fixed assets of $299,441 offset by purchases of certificates of deposit of $1,985,767 and purchases of mutual funds of $3,708. For the nine months ended September 30, 2019, this primarily resulted from proceeds from maturity of certificates of deposit of $2,390,000 and the proceeds from the sales of fixed assets of $109,235, offset by purchases of certificates of deposit of $1,468,000, purchases of mutual funds of $4,365 and costs of reforesting timber of $22,560.

 

Significant Accounting Polices and Estimates

 

There were no changes in our significant accounting policies and estimates during the nine months ended September 30, 2020 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

16

 

Recent Accounting Pronouncements

 

See Note 1, Basis of Presentation and Recent Accounting Pronouncements, to our condensed financial statements included in this report for information regarding recently issued accounting pronouncements that may impact our financial statements.

 

Off-Balance Sheet Arrangements

 

During the nine months ended September 30, 2020, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

 

ITEM 3. NOT APPLICABLE

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act, the Company’s principal executive and financial officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on its evaluation, management concluded that as of September 30, 2020, the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, our management concluded that, as of December 31, 2019, the Company’s internal control over financial reporting were effective. There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

17

 

PART II - OTHER INFORMATION

 

ITEM 1

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this quarterly report, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including under the heading “Item 1A. Risk Factors,” which, along with risks described below, could materially affect the Company’s business, financial condition or results of operations in future periods. These are not the only risks facing the Company. Other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

 

The COVID-19 pandemic created a global health crisis and an unprecedented suspension of commercial activity around the world, including in Louisiana, that may lead to a significant, worldwide recession. The effect of the pandemic is rapidly evolving, and its future consequences are highly uncertain, so we cannot predict how it may affect our future financial condition and results of operations.

 

The novel coronavirus, which emerged in China in late 2019, has caused a deadly pandemic that has spread to North America, including Louisiana. Government authorities around the world, including in the State of Louisiana, implemented “stay-at-home” and other social distancing orders that required many businesses, including some of our business partners and customers like timber mills who buy our timber, to close. This suspension in economic activity may in turn cause a worldwide recession, including in Louisiana where we operate. Although we have been able to continue operating, we cannot predict with any certainty how the pandemic could impact our operations in the future. Among other possible effects, the pandemic could materially and adversely affect us in the following ways:

 

 

We have only one employee, who is our President and Treasurer.  Although our Board of Directors has an emergency management succession plan in case he becomes unavailable due to illness or death from COVID-19, the transition in management to his interim successor may be impeded by the lack of other employees.  In addition, conditions created by the pandemic may make it more difficult for our Board of Directors to attract and retain a permanent replacement for his position.  Likewise, if a significant number of our nine directors were to be incapacitated by the virus, the continuity of our operations might be materially and adversely affected. 

 

 

We depend on third parties for the generation of revenues, such as exploration and production companies, land management companies, surface lessees and timber mills. If any of these businesses limit or suspend their operations due to the pandemic or its economic effects, our operations could be materially, adversely affected. We may be unable to determine whether declines in income-producing activities on our lands are the result of the pandemic or other conditions.

 

 

A recession in Louisiana where our lands are located may depress the values of our lands and falling commodity prices could reduce our revenue streams. For example, our oil and gas revenues in the quarter ended September 30, 2020 were lower than the comparable period of 2019 partially due to declines in the prices of oil and gas, which could be attributable to the contraction of global economic activity caused by the pandemic.

 

The direct and indirect effects of the pandemic are extremely widespread and rapidly evolving. In addition, its future effects are highly uncertain. It is possible that the pandemic could affect our business in the future in ways that we do not or cannot now anticipate.

 

ITEMS 2 – 5. NOT APPLICABLE

 

18

 

ITEM 6. EXHIBITS

 

 

3.1

Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Form 10-K (File No. 001-31905) for the year ended December 31, 2018 filed on March 21, 2019).

     

 

3.2

Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to Form 10-K (File No. 001-31905) for the year ended December 31, 2003 filed on March 19, 2004).

 

 

 

 

3.3

Articles of Amendment to the Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to Form 10-K (File No. 001-31905) for the year ended December 31, 2018 filed on March 21, 2019).

 

 

 

  3.4 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 001-31905) filed on August 9, 2019).
     

 

10.1+

Executive Employment Agreement effective as of July 15, 2020 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 001-31905) filed on July 16, 2020.)

 

 

 

 

31*

Certification of W. Gray Stream, President and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

32**

Certification of W. Gray Stream, President and Treasurer, pursuant to 18 U.S.C. Section 1350 and Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

101.INS

XBRL Instance

     

 

101.SCH

XBRL Taxonomy Extension Schema

     

 

101.CAL

XBRL Taxonomy Extension Calculation

     

 

101.DEF

XBRL Taxonomy Extension Definition

     

 

101.LAB

XBRL Taxonomy Extension Labels

     

 

101.PRE

XBRL Taxonomy Extension Presentation

     

 

*

Filed herewith

 

**

Furnished herewith

  + Management contract or compensatory plan or arrangement

 

19

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 6, 2020

 

CKX LANDS, INC.

 

By:

 

/s/ W. Gray Stream

 

W. Gray Stream

 

President and Treasurer

 

(Principal executive and financial officer)

 

 

20