Form 10-QSB
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2007

 

 

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from                                          to                                         

 

Commission file number 0-9669

 

 

CKX LANDS, INC.

(Exact name of small business issuer as specified in its charter)

 

 

Louisiana   72-0144530
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

 

751 Bayou Pines East, Suite C, Lake Charles, Louisiana 70601

(Address of principal executive offices)

 

 

337-310-0547

(Issuer’s telephone number)

 

 


(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.    Yes  ¨    No  ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,942,495

Transitional Small Business Disclosure Format (Check one):    Yes  ¨    No  ¨

 



Table of Contents

CKX Lands, Inc.

Form 10-QSB

For the Quarter Ended March 31, 2007

INDEX

 

               Page
Part I.    Financial Information   
   Item 1.    Financial Statements   
     

a.       Balance Sheet as of March 31, 2007

   1
     

b.       Statements of Income for the three months ended March 31, 2007 and 2006

   2
     

c.       Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2007 and 2006

   3
     

d.       Statements of Cash Flows for the three months ended March 31, 2007 and 2006

   4
     

e.       Notes to Financial Statements

   5
   Item 2.    Management’s Discussion and Analysis or Plan of Operations    7
   Item 3.    Controls and Procedures    8
Part II.    Other Information   
   Item 4.    Submission of Matters to a Vote of Security Holders    9
   Item 6.    Exhibits    9
Signatures    10
Certifications   


Table of Contents

Part I. Financial Information

Item 1. Financial Statements

CKX Lands, Inc.

Balance Sheet

 

     March 31, 2007  
ASSETS   

Current Assets:

  

Cash and cash equivalents

   $ 913,783  

Certificate of deposit

     1,000,000  

Accounts receivables

     392,540  

Prepaid expense and other

     32,966  
        

Total Current Assets

     2,339,289  
        

Securities Available for Sale

     1,637,895  
        

Property and Equipment:

  

Building and equipment less accumulated depreciation of $88,012

     89,853  

Timber less accumulated depletion of $446,834

     400,514  

Land

     4,004,963  
        

Total Property and Equipment, net

     4,495,330  
        

Total Assets

   $ 8,472,514  
        
Liabilities and Stockholders’ Equity   

Current Liabilities:

  

Trade payables and accrued expenses

   $ 50,934  

Income taxes payable:

  

Current

     136,574  

Deferred

     137,974  
        

Total Current Liabilities

     325,482  
        

Noncurrent Liabilities:

  

Deferred income tax payable

     166,833  
        

Stockholders’ Equity:

  

Common stock, no par value: 3,000,000 shares authorized; 2,100,000 shares issued

     72,256  

Retained earnings

     8,131,427  

Accumulated other comprehensive income

     152,032  

Less cost of treasury stock (157,505 shares)

     (375,516 )
        

Total stockholders’ equity

     7,980,199  
        

Total Liabilities and Stockholders’ Equity

   $ 8,472,514  
        

See accompanying notes

 

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CKX Lands, Inc.

Statements of Income

 

     Three Months Ended
March 31, 2007
    Three Months Ended
March 31, 2006

Revenues:

    

Oil and gas

   $ 603,314     $ 578,508

Agriculture

     67,166       57,139

Timber

     33,634       19,819
              

Total revenues

     704,114       655,466
              

Costs and Expenses:

    

Oil and gas production

     53,905       30,736

Agriculture

     5,640       1,410

Timber

     649       13,586

General and administrative

     125,224       116,019

Depreciation and depletion

     7,606       2,984
              

Total cost and expenses

     193,024       164,735
              

Income from operations

     511,090       490,731
              

Other Income / (Expense):

    

Interest income

     24,800       33,285

Dividend income

     8,469       7,454

Gain / (loss) on sale of securities available for sale

     (2,068 )     7,285
              

Net other income / (expense)

     31,201       48,024
              

Income before income taxes

     542,291       538,755
              

Federal and state income taxes:

    

Current

     169,443       167,510

Deferred

     —         —  
              

Total income taxes

     169,443       167,510
              

Net Income

   $ 372,848     $ 371,245
              

Per common stock (1,942,495 shares)

   $ 0.19     $ 0.19
              

Dividends per share

   $ 0.07     $ 0.17
              

See accompanying notes

 

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CKX Lands, Inc.

Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2007:

 

     Comprehensive
Income
    Retained
Earnings
   

Accumulated

Other
Comprehensive
Income

   Capital
Stock
Issued
   Treasury
Stock

December 31, 2006 Balance

     $ 7,895,007     $ 132,193    $ 72,256    $ 375,516

Comprehensive income:

            

Net income

   $ 372,848       372,848       —        —        —  
                  

Other comprehensive income:

            

Unrealized net holdings gains occurring during period net of taxes of $12,067

     18,101            

Less: reclassification adjustment for net losses included in net income, net of taxes of $1,159

     (1,738 )          
                  

Other Comprehensive income, net of taxes

     19,839       —         19,839      —        —  
                  

Total comprehensive income

   $ 392,687            
                  

Dividends

       (136,428 )     —        —        —  
                              

March 31, 2007 Balance

     $ 8,131,427     $ 152,032    $ 72,256    $ 375,516
                              
Three Months Ended March 31, 2006:             
     Comprehensive
Income
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income
   Capital
Stock
Issued
   Treasury
Stock

December 31, 2005 Balance

     $ 9,042,971     $ 31,503    $ 72,256    $ 375,516

Comprehensive income:

            

Net income

   $ 371,245       371,245       —        —        —  

Other comprehensive income:

            

Unrealized net holdings gains occurring during period net of taxes of $14,568

     21,851       —         21,851      —        —  
                  

Total comprehensive income

   $ 393,096            
                  

Dividends

       (323,039 )        
                              

March 31, 2006 Balance

     $ 9,091,177     $ 53,354    $ 72,256    $ 375,516
                              

See accompanying notes

 

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CKX Lands, Inc.

Statements of Cash Flows

 

     Three Months Ended
March 31, 2007
    Three Months Ended
March 31, 2006
 

Cash Flows From Operating Activities:

    

Net Income

   $ 372,848     $ 371,245  

Noncash (Income) expenses included in net income:

    

Depreciation, depletion and amortization

     7,606       2,984  

(Gain) / loss from securities sales

     2,068       —    

Change in operating assets and liabilities:

    

(Increase) decrease in current assets

     (11,889 )     118,352  

Increase (decrease) in current liabilities

     156,554       99,096  
                

Net cash provided by operating activities

     527,187       591,677  
                

Cash Flows From Investing Activities:

    

Net sale of certificate of deposits

     511,713       —    

Available-for-sale securities:

    

Purchases

     (487,870 )     (4,888 )

Sales

     1,492,657       347,658  
                

Net cash provided by (used in) investing activities

     1,516,500       342,770  
                

Cash Flows From Financing Activities

    

Dividends paid net of refunds

     (2,214,897 )     (128,790 )
                

Net cash (used in) financing activities

     (2,214,897 )     (128,790 )
                

Net increase (decrease) in cash and cash equivalents

     (171,210 )     805,657  

Cash and cash equivalents:

    

Beginning

     1,084,993       920,489  
                

Ending

   $ 913,783     $ 1,726,146  
                

See accompanying notes

 

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CKX Lands, Inc.

Notes to Financial Statements

March 31, 2007

(Unaudited)

 

Note 1. Basis of Presentation

In the opinion of management, the accompanying balance sheet and related interim statements of income, changes in stockholders’ equity, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with generally accepted accounting principles of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-QSB should be read in conjunction with Management’s Discussion and Analysis and financial statements and notes thereto included in the CKX Lands, Inc. 2006 Form 10-KSB.

 

Note 2. Nature of Business and Significant Accounting Policies

Nature of business:

The Company’s business is the ownership and management of land. The primary activities consist of leasing its properties for minerals (oil and gas) and agriculture and raising timber.

Significant accounting polices:

Cash and equivalents:

For purposes of the statement of cash flows, cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less.

Pervasiveness of estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment securities:

The Company complies with the provisions of Financial Accounting Standards Board Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities. Under the provisions of this statement, management must make a determination at the time of acquisition whether certain investments in debt and equity securities are to be held as investments to maturity, held as available for sale, or held for trading. Management, under a policy adopted by the board of directors of the Company, made a determination that all debt and equity securities owned at that date and subject to the provisions of the statement would be classified as held available-for-sale.

Under the accounting policies provided for investments classified as held available-for-sale, all such debt securities and equity securities that have readily determinable fair value shall

 

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be measured at fair value in the balance sheet. Unrealized holding gains and losses for available-for-sale securities shall be excluded from earnings and reported as a net amount (net of income taxes) as a separate component of retained earnings until realized. Realized gains and losses on available-for-sale securities are included in income. The cost of securities sold is based on the specific identification method. Interest on debt securities is recognized in income as earned, and dividends on marketable equity securities are recognized in income when declared.

Declines in the fair value of available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Property and equipment:

Property and equipment is stated at cost. Major additions are capitalized; maintenance and repairs are charged to income currently. Depreciation is computed on the straight-line and accelerated methods over the estimated useful lives of the assets.

Timber:

When timber land is purchased with standing timber, the cost is divided between land and timber based on timber cruises contracted by the Company. The costs of reforestation are capitalized. The timber asset is amortized when the timber is sold based on the percentage of the timber sold from a particular tract applied to the amount capitalized for timber for that tract.

Oil and gas:

Oil and gas income is booked when the Company is notified by the well’s operators as to the Company’s share of the sales proceeds together with the withheld severance taxes. The Company has no capitalized costs relating to oil and gas producing activities and no costs for property acquisition, exploration and development activities.

 

Note 3. Earnings per share:

Earnings per share is based on the weighted average number of common shares outstanding during the year.

 

Note 4. Income taxes:

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

 

Note 5. Contingencies:

There are no material contingencies known to management. The Company does not participate in off balance sheet arrangements.

 

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Item 2. Management’s Discussion and Analysis or Plan of Operations

Results of Operations

Revenue

Revenue for the first three months of 2007 was $704,114, an increase of $48,648 or 7.4% over the first three months of 2006. Oil and gas income exceed 2006 by $63,068 and both barrels produced and MCF produced exceed 2006 volumes. However, as illustrated in the schedule below, average price per barrel and MCF were lower in 2007.

 

    

Three Months Ended

March 31, 2007

  

Three Months Ended

March 31, 2006

Oil Income

   $ 283,384    $ 173,194

Barrels produced

     4,765      2,857

Average price per barrel

   $ 59.47    $ 60.62

Gas income

   $ 251,441    $ 298,563

MCF produced

     31,914      22,669

Average price per MCF

   $ 7.88    $ 13.17

The increase in both oil and gas production was due to new fields more than offsetting depletion in older fields. There were two new fields, Bon Air and South Lake Charles which accounted for all of the increase in both oil and gas production. Neither field had been brought in prior to March 31, 2006. The Company’s share of Bon Air oil production in the first quarter of 2007 was 1,923 barrels. The Company’s share of oil produced in the first quarter of 2007 from South Lake Charles was 250 barrels. The Company’s share of gas produced in 2007 from Bon Air was 17,286 MCF and from South Lake Charles was 2,363 MCF.

Largest decline in production for oil was from the Vinton field which declined 368 barrels from 1,085 barrels to 717 barrels. The largest decrease in gas production were from Castor Creek which went from 11,699 MCF to 7,281 MCF and Bunchy Creek which went from 2,395 MCF to 513 MCF.

The Company will have an approximately 1.5% in new production from the Abdalla #1 in Southeast Unita field which tested at 125 barrels of oil and 2,500 MCF of gas. The Company has also signed a division order for the Glover #1 in Calcasieu Parish and will have a 0.23528% interest in the production. The Company will also have a small interest in the Irby #4 in Beauregard Parish which is currently being completed.

On April 30, 2007, Walker Louisiana Properties completed the sale of 100 acres on South Park Drive for $1,912,050. This is the first sale from a tract of land totaling approximately 1,300 acres which Walker Louisiana Properties owns on the South border of Lake Charles, LA. The Company owns a one-sixth interest in this land which has a basis of approximately $1,000 per acre.

Revenue from both Agriculture and Timber activities remained relatively the same as in previous years.

 

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Operating Expenses

Operating expenses increased by $28,289 or 17.2% during the first quarter of 2007 over the same period in 2006. The largest increase was $23,169 for increased production severance taxes reported from oil and gas operators.

Financial Condition

Current assets plus securities available for sale totaled $3,977,184 at March 31, 2007, compared with $5,625,409 at December 31, 2006 and $5,096,936 at March 31, 2006. Total liabilities were $492,315 at March 31, 2007, compared to $2,404,405 at December 31, 2006 and $702,931 at March 31, 2006

Management believes existing cash and short-term investments together with funds generated from operations should be sufficient to meet operating requirements and provide funds for strategic acquisitions.

The Company declared the normal seven cents per common share during the quarter ended March 31, 2007. It is anticipated that the Company will be able to continue paying a seven cents per common share per quarter.

Issues and Uncertainties

This Quarterly Report contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of issues and uncertainties such as those listed below, which, among others, should be considered in evaluating the Company’s financial outlook.

Revenues from oil and gas provide most of the Company’s income. All of these revenues come from wells operated by other companies from property belonging to CKX Lands, Inc. Consequently, these revenues fluctuate due to changes in oil and gas prices and changes in the operations of the other companies.

 

Item 3. Controls and Procedures

Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of March 31, 2007. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

 

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Part II. Other Information

 

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders was held on April 26, 2007.

The following proposals were adopted by the margins indicated:

 

  1. To elect a Board of Directors to hold office until their successors are elected and qualified.

 

     Number of Shares
     For    Withheld

Arthur Hollins, III

   1,511,985    2,326

Brian R. Jones

   1,511,985    2,326

Charles D. Viccellio

   1,511,985    2,326

Henry E. Blake

   1,511,985    2,326

Laura A. Leach

   1,511,651    2,660

Frank O. Pruitt

   1,511,985    2,326

B. James Reaves, III

   1,511,985    2,326

Mary W. Savoy

   1,511,985    2,326

William Gray Stream

   1,511,835    2,476

Mary Leach Werner

   1,511,985    2,326

 

  2. To approve McElroy, Quirk and Burch APC as auditors for the 2007 fiscal year.

 

For

   1,513,146   

Against

   0   

Abstained

   1,165   

 

Item 6. Exhibits

(A)    Exhibits

 

31.1    Certification of Arthur Hollins, III, President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
31.2    Certification of Brian R. Jones, Treasurer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
32       Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Items 1, 2, 3 and 5 are not applicable.

 

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Signature

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

 

    CKX Lands, Inc.
Date: May 9, 2007     /s/ Brian R. Jones
    Brian R. Jones
    Treasurer and Chief Financial Officer
      /s/ Arthur Hollins, III
    Arthur Hollins, III
    President and Chief Executive Officer

 

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