CKX Lands, Inc.: Form 10-Q for the period ended Sep 30, 2023

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, 2022 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, 2022, filed on March 31, 2023.

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. These risks and uncertainties also include, but are not limited to, whether the objectives of the Company’s previously announced strategic alternatives review process will be achieved; the terms, timing, structure, benefits and costs of any strategic transaction; whether any such transaction will be consummated at all; the risk that the strategic alternatives review process and its announcement could have an adverse effect on the ability of the Company to retain customers, retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships, and on its operating results and business generally; the risk that the strategic alternatives review process could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting from the strategic alternatives review process; and the risk of any litigation relating to the strategic alternatives review process. 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, land 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.

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. These commodity prices are affected by numerous factors and uncertainties external to CKX’s business and over which it has no control, including the global supply and demand for oil and gas, the effect of the COVID-19 pandemic and government responses to the pandemic on supply and demand, geopolitical conditions and domestic and global economic conditions, among other factors.

CKX has small royalty interests in 20 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 Company’s 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 and on timberland and agricultural land. 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.

The Company’s Board of Directors regularly evaluates a range of strategic alternatives that could increase shareholder value, and the Board and management conduct due diligence activities in connection with such alternatives. These include opportunities for growth though the acquisitions of land or other assets, business combinations, dispositions of assets and reinvestment of the proceeds, and other alternatives. On August 21, 2023, the Company announced that the Board had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders and had retained a financial advisor in connection with the process. As noted in the announcement, the Board and the management team are considering a broad range of potential options, including continuing to operate CKX as a public, independent company or a sale of all or part of the company, among other potential alternatives. There is no deadline or definitive timetable set for the completion of the review of strategic alternatives and there can be no assurance that this process will result in CKX pursuing a transaction or any other strategic outcome.

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 plans for three subdivisions. 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 September 30, 2023, the Company has closed on the sale of 21 of the 39 lots. As of the date of this report, the Company 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.

During the first nine months of 2023, the Company closed on the sale of two 40-acre parcels located in Jefferson Davis Parish in which it had a 16.67% ownership interest (13.3 net acres) for proceeds to the Company of $149,992.

Results of Operations

Summary of Results

The Company’s results of operations for the nine months ended September 30, 2023 were driven primarily by a decrease in oil and gas and timber revenue, offset by an increase in surface revenues and a decrease in general and administrative expenses. The increase in surface revenues was primarily attributable to higher oil and gas delay rentals as well as a new pipeline right-of-way agreement. The decrease in general and administrative expenses is primarily due to a decrease in commissions, property taxes and payroll expenses, offset by an increase in stock compensation expense.

Revenue – Three Months Ended September 30, 2023

Total revenues for the three months ended September 30, 2023 were $259,031, a decrease of approximately 22% when compared with the same period in 2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended September 30, 2023 as compared to 2022, are as follows:

7

Oil and Gas

Oil and gas revenues were 19% and 57% of total revenues for the three months ended September 30, 2023 and 2022, respectively. A breakdown of oil and gas revenues for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 is as follows:

CKX received oil and/or gas revenues from 58 and 80 wells during the three months ended September 30, 2023 and 2022, respectively.

Oil and gas revenues decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $140,114. The decrease was due to a decrease in the net oil and gas produced as well as a decrease in the average sales price.

Lease and geophysical revenues decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $195. 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 $118,365 and $87,904 for the three months ended September 30, 2023 and 2022, respectively. The increase in timber revenues was due to normal business variations in timber customers’ harvesting.

Surface

Surface revenues increased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $38,647. The increase in surface revenue was due to an increase in oil and gas delay rentals which provide for payments by our lessees to postpone drilling operations during the primary term of the lease to keep the lease in effect, and surface leases, partially offset by a reduction in hunting leases on the Company’s property.

Revenue – Nine Months Ended September 30, 2023

Total revenues for the nine months ended September 30, 2023 were $795,173, a decrease of approximately 3% when compared with the same period in 2022. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the nine months ended September 30, 2023 as compared to 2022, are as follows:

Oil and Gas

Oil and gas revenues were 25% and 50% of total revenues for the nine months ended September 30, 2023 and 2022, respectively. A breakdown of oil and gas revenues for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 is as follows:

CKX received oil and/or gas revenues from 66 and 87 wells during the nine months ended September 30, 2023 and 2022, respectively.

Oil and gas revenues decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $217,644. The decrease was due to a decrease in the net oil and gas produced as well as a decrease in the average sales price.

Lease and geophysical revenues increased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $3,749. 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 $131,048 and $198,283 for the nine months ended September 30, 2023 and 2022, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.

Surface

Surface revenues increased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $253,941. The increase in surface revenue was due primarily to the receipt of pipeline right-of-way payments associated with a new agreement signed with a natural gas gathering customer, as well as an increase in oil and gas delay rentals, which provide for payments by our lessees to postpone drilling operations during the primary term of the lease to keep the lease in effect, partially offset by a reduction in hunting leases on the Company’s property.

Costs and Expenses – Three and Nine Months Ended September 30, 2023

Oil and gas costs decreased for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 by $10,801, and $11,923, respectively. These variances are due to the normal variations in year to year costs.

Timber costs decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $2,674. Timber costs decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, by $1,896. The decrease is primarily due to decreased timber management costs.

Surface costs decreased for the three and nine months ended September 30, 2023 as compared to the three and nine months ended September 30, 2022 by $0, and $4,094, respectively. This is primarily due to the timing of land repair and maintenance expenses incurred during the first three quarters of 2022, which were not incurred in 2023.

General and administrative expenses decreased for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, by $164,921. This is primarily due to a decrease in stock compensation expense as the Company’s PSU expense was fully recognized in the first quarter of 2023. General and administrative expenses decreased for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022 by $33,270. This is primarily due to a decrease in commissions, property taxes and payroll expenses, offset by an increase in stock compensation expense.

Gain on Sale of Land – Three and Nine Months Ended September 30, 2023

Gain on sale of land was $0 and $5,667 for the three months ended September 30, 2023 and 2022, respectively. Gain on sale of land was $149,992 and $5,667 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, this consisted of a gain on sale of two parcels of land.

Liquidity and Capital Resources

Sources of Liquidity

Current assets totaled $8,746,578 and current liabilities equaled $118,064 at September 30, 2023.

As of September 30, 2023 and December 31, 2022, the Company had no outstanding debt.

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

The Company’s Board of Directors regularly evaluates a range of strategic alternatives that could increase shareholder value, and the Board and management conduct due diligence activities in connection with such alternatives. These include opportunities for growth though the acquisitions of land or other assets or business combinations, dispositions of assets and reinvestment of the proceeds, and other alternatives. Additionally, as noted above, the Company announced on August 21, 2023, that the Board had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders. The cost and terms of any financing to be raised in conjunction with any growth opportunity, including the Company’s ability to raise debt or equity capital on terms and at costs satisfactory to the Company, and the effect of such opportunities on the Company’s balance sheet, are critical considerations in any such evaluation.

Analysis of Cash Flows

Net cash provided by operating activities was $252,420 and $176,096 for the nine months ended September 30, 2023 and 2022, respectively. The increase in cash provided by operating activities was attributable primarily to a decrease in net loss.

Net cash used in investing activities was $374,184 and $26,421 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023, this primarily resulted from purchases of certificates of deposits of $1,508,042, maturity of certificates of deposit of $1,004,603, proceeds of the sale of fixed assets of $149,992, offset by costs of reforesting timber of $20,737. For the nine months ended September 30, 2022, this primarily resulted from purchases of mutual funds of $2,791, purchases of property, plant and equipment of $12,835 and costs of reforesting timber of $16,462 offset by proceeds from the sale of fixed assets of $5,667.

Net cash used in financing activities was $0 and $176,592 for the nine months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2022, this resulted from repurchases of common stock of $176,592.

Significant Accounting Polices and Estimates

There were no changes in our significant accounting policies and estimates during the nine months ended September 30, 2023 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2022.

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, 2023, we did not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

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 officer and principal 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 officer and principal financial officer, 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, 2023 the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEMS 1 NOT APPLICABLE

Significant Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including those under the heading “Item 1A. Risk Factors,” which, along with risks described in this report, are risks we believe could materially affect our business, financial condition, or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations in future periods.

There were no material changes during the period covered in this report to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2022, except as follows:

We cannot assure you that our exploration of strategic alternatives will result in us pursuing a transaction or that any such transaction would be successfully completed, and the process of reviewing strategic alternatives or its conclusion could adversely affect our business and our stockholders.

In August 2023, the Company announced that the Board of Directors had determined to initiate a formal process to evaluate strategic alternatives for the Company to enhance value for stockholders. We are actively working with financial and legal advisors in this strategic alternative review process.

We cannot make any assurances about the timing or outcome of the process, including whether the process will result in a transaction; what the terms, structure, benefits and costs of any transaction will be; or that any transaction that is agreed to will be completed. Entry into or completion of any potential transaction or other strategic alternatives would depend on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals and the availability of financing for a potential transaction on reasonable terms. Even if a transaction is entered into, we cannot assure you that it will be successful, achieve our objectives or have a positive effect on stockholder value. Our Board of Directors may also determine that no transaction is in the best interest of our stockholders.

We expect to incur expenses, which could be substantial, associated with identifying, evaluating and negotiating potential strategic alternatives. The process of reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business and our management team. We may also incur additional unanticipated expenses in connection with this process. In addition, we may be subject to costly and time-consuming litigation related to the process. Further, the process may result in the loss of potential business opportunities and have a negative effect on the market price and volatility of our common stock, as well as our ability to retain customers, recruit and retain qualified personnel, and maintain other business relationships.

In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly.