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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 June 30, 2024

 

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, LA

 

70601

(Address of principal executive offices)

 

(Zip Code)

     
 

(337) 493-2399

 
 

(Registrant’s telephone number)

 

 

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: 2,027,032 shares of common stock are issued and outstanding as of August 6, 2024.

 

 

 

  

 

TABLE OF CONTENTS

 

 

Page

   

PART I.

FINANCIAL INFORMATION

 
     

ITEM 1.

FINANCIAL STATEMENTS

 
 

BALANCE SHEETS AS OF JUNE 30, 2024 AND DECEMBER 31, 2023 (UNAUDITED)

 
 

STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED)

 
 

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED)

 
 

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED)

 
 

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2024 (UNAUDITED)

1

     

ITEM 2.

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

6

     

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

10

     

ITEM 4.

CONTROLS AND PROCEDURES

10

     

PART II.

OTHER INFORMATION

 
     

ITEM 1

LEGAL PROCEEDINGS

11

     

ITEM 1A.

RISK FACTORS

11

     

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

     

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

11

     

ITEM 4.

MINE SAFETY DISCLOSURES

11

     

ITEM 5.

OTHER INFORMATION

11

     

ITEM 6.

EXHIBITS

11

     

SIGNATURES

12

 

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CKX LANDS, INC.

 

BALANCE SHEETS

(unaudited)

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 7,866,811     $ 7,546,689  

Certificates of deposit

    1,526,680       1,525,173  

Accrued accounts receivable

    136,609       104,741  

Interest receivable

    32,609       -  

Prepaid expense and other assets

    125,787       212,279  

Total current assets

    9,688,496       9,388,882  

Property and equipment, net

    9,093,252       9,095,403  

Deferred tax asset

    168,702       329,121  

Total assets

  $ 18,950,450     $ 18,813,406  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities:

               

Trade payables and accrued expenses

  $ 219,772     $ 159,159  

Income tax payable

    151,404       151,404  

Unearned revenue

    95,111       184,785  

Total current liabilities

    466,287       495,348  

Total liabilities

    466,287       495,348  
                 

Stockholders' equity:

               
Common stock, 3,000,000 shares authorized, no par value, 2,066,044 and 2,027,032 shares issued and outstanding, respectively, as of June 30, 2024 and 2,014,283 and 1,991,337 shares issued and outstanding, respectively, as of December 31, 2023     59,335       59,335  

Additional paid in capital

    3,361,386       3,150,376  

Treasury stock, 39,012 and 22,946 shares, at cost, as of June 30, 2024 and December 31, 2023, respectively

    (472,602 )     (263,748 )

Retained earnings

    15,536,044       15,372,095  

Total stockholders' equity

    18,484,163       18,318,058  

Total liabilities and stockholders' equity

  $ 18,950,450     $ 18,813,406  

 

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

 

 

 

 

CKX LANDS, INC.

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Revenues:

                               

Oil and gas

  $ 161,148     $ 101,361     $ 243,648     $ 150,556  

Timber sales

    -       10,782       2,275       12,683  

Surface revenue

    866,286       258,237       923,360       372,903  

Total revenue

    1,027,434       370,380       1,169,283       536,142  

Costs, expenses and (gains):

                               

Oil and gas costs

    12,867       10,291       23,233       19,229  

Timber costs

    4,838       2,706       8,821       3,963  

Surface costs

    -       225       -       225  

General and administrative expense

    503,118       253,991       1,066,159       901,294  

Depreciation expense

    1,065       1,065       2,130       2,130  

Gain on sale of land

    (140,582 )     -       (140,582 )     (149,992 )

Total costs, expenses and (gains)

    381,306       268,278       959,761       776,849  

Income (loss) from operations

    646,128       102,102       209,522       (240,707 )
                                 

Interest income

    50,881       35,535       101,099       61,493  

Miscellaneous income

    13,747       -       13,747       -  

Income (loss) before income taxes

    710,756       137,637       324,368       (179,214 )

Federal and state income tax expense (benefit):

                               

Current

    -       -       -       -  

Deferred

    145,478       34,409       160,419       (44,803 )

Total income taxes

    145,478       34,409       160,419       (44,803 )

Net income (loss)

  $ 565,278     $ 103,228     $ 163,949     $ (134,411 )
                                 

Net income (loss) per share:

                               

Basic

  $ 0.28     $ 0.05     $ 0.08     $ (0.07 )

Diluted

  $ 0.27     $ 0.05     $ 0.08     $ (0.07 )
                                 

Weighted-average shares used in per share calculation:

                         

Basic

    2,027,032       1,974,427       2,009,185       1,974,427  

Diluted

    2,063,191       2,036,560       2,045,539       1,974,427  

 

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

 

 

 

 

CKX LANDS, INC.

 

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

   

Common Stock

           

Additional Paid-In

   

Retained

   

Total

 
   

Shares

   

Amount

   

Treasury Stock

   

Capital

   

Earnings

   

Equity

 

Balances, March 31, 2024

    2,014,283     $ 59,335     $ (263,748 )   $ 3,255,881     $ 14,970,766     $ 18,022,234  

Issuances under share-based compensation

    51,761       -       -       -       -       -  

Share-based compensation

    -       -       -       105,505       -       105,505  

Repurchases of common stock

    -       -       (208,854 )                     (208,854 )

Net income

    -       -       -       -       565,278       565,278  

Balances, June 30, 2024

    2,066,044     $ 59,335     $ (472,602 )   $ 3,361,386     $ 15,536,044     $ 18,484,163  

 

   

Common Stock

           

Additional Paid-In

   

Retained

   

Total

 
   

Shares

   

Amount

   

Treasury Stock

   

Capital

   

Earnings

   

Equity

 

Balances, March 31, 2023

    1,988,701     $ 59,335     $ (176,592 )   $ 2,835,007     $ 14,991,495     $ 17,709,245  

Share-based compensation

    -       -       -       104,359       -       104,359  

Net income

    -       -       -       -       103,228       103,228  

Balances, June 30, 2023

    1,988,701     $ 59,335     $ (176,592 )   $ 2,939,366     $ 15,094,723     $ 17,916,832  

 

 

 

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

   

Common Stock

           

Additional Paid-In

   

Retained

   

Total

 
   

Shares

   

Amount

   

Treasury Stock

   

Capital

   

Earnings

   

Equity

 

Balances, December 31, 2023

    2,014,283     $ 59,335     $ (263,748 )   $ 3,150,376     $ 15,372,095     $ 18,318,058  

Issuances under share-based compensation

    51,761       -       -       -       -       -  

Share-based compensation

    -       -       -       211,010       -       211,010  

Repurchases of common stock

    -       -       (208,854 )     -       -       (208,854 )

Net income

    -       -       -       -       163,949       163,949  

Balances, June 30, 2024

    2,066,044     $ 59,335     $ (472,602 )   $ 3,361,386     $ 15,536,044     $ 18,484,163  

 

   

Common Stock

           

Additional Paid-In

   

Retained

   

Total

 
   

Shares

   

Amount

   

Treasury Stock

   

Capital

   

Earnings

   

Equity

 

Balances, December 31, 2022

    1,988,701     $ 59,335     $ (176,592 )   $ 2,308,537     $ 15,229,134     $ 17,420,414  

Share-based compensation

    -       -       -       630,829       -       630,829  

Net loss

    -       -       -       -       (134,411 )     (134,411 )

Balances, June 30, 2023

    1,988,701     $ 59,335     $ (176,592 )   $ 2,939,366     $ 15,094,723     $ 17,916,832  

 

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

 

 

 

 

CKX LANDS, INC.

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income (loss)

  $ 163,949     $ (134,411 )

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

               

Depreciation expense

    2,130       2,130  

Depletion expense

    21       85  

Deferred income tax expense (benefit)

    160,419       (44,803 )

Gain on sale of land

    (140,582 )     (149,992 )

Share-based compensation

    211,010       630,829  

Changes in operating assets and liabilities:

               

Increase in current assets

    (13,977 )     (48,546 )

Decrease in current liabilities

    (29,061 )     (151,107 )

Net cash provided by operating activities

    353,909       104,185  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchases of certificates of deposit

    (1,500,000 )     -  

Maturity of certificates of deposit

    1,534,485       1,004,603  

Costs of reforesting timber

    -       (20,735 )

Proceeds from the sale of fixed assets

    140,582       149,992  

Net cash provided by investing activities

    175,067       1,133,860  
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Repurchases of common stock

    (208,854 )     -  

Net cash used in financing activities

    (208,854 )     -  
                 

NET CHANGE IN CASH AND CASH EQUIVALENTS

    320,122       1,238,045  

Cash and cash equivalents, beginning of the period

    7,546,689       7,148,207  

Cash and cash equivalents, end of the period

  $ 7,866,811     $ 8,386,252  
                 

SUPPLEMENTAL CASH FLOW INFORMATION

               

Cash paid for interest

  $ -     $ -  

Cash paid for income taxes

  $ -     $ -  

 

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

 

 

 

 

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, 2023 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2024 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.

 

Concentration of Credit Risk

 

The Company maintains its cash balances in nine financial institutions. At times, cash balances may exceed 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.

 

Impairment of Long-lived Assets

 

Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the year ended December 31, 2023, the Company performed a step zero impairment analysis on its long-lived assets and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2024 and 2023, respectively.

 

Share-Based Compensation

 

We maintain one active incentive compensation plan: the 2021 Stock Incentive Plan (the Plan). The Plan provides for the issuance of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) to certain of our employees, non-employee directors and consultants.

 

For awards that are subject to market conditions, we utilize a binomial-lattice model (i.e., Monte Carlo simulation model), to determine the fair value. The Monte Carlo simulation model utilizes multiple input variables to determine the share-based compensation expense. Awards for the maximum number of shares issuable under the Plan were made on June 13, 2022. Therefore, no further awards were made under the Plan during the six months ended June 30, 2024.

 

Share-based compensation expense related to RSUs are expensed over the grant date to the end of the requisite service period using the straight-line method. PSUs are expensed over the grant date to the end of the requisite service period using a model-driven derived service period based upon the median of the price projection scenarios for each performance trigger. The RSUs and PSUs do not have voting rights. We calculate the fair value of our share-based awards on the date of grant.

 

1

 

 

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. For the three and six months ended June 30, 2024, dilutive shares attributable to 36,551 restricted stock units were included in the calculation of diluted earnings per share. For the three months ended June 30, 2023, dilutive shares attributable to 62,133 restricted stock units were included in the calculation of diluted earnings per share. For the six months ended June 30, 2023, dilutive shares attributable to 310,794 restricted stock units and performance shares were excluded in the calculation of diluted earnings per share, as their effect is anti-dilutive due to the Company's net loss for such period.

 

Dividends

 

The Company does not currently pay dividends on a regular basis. In determining whether to declare a dividend, the Board of Directors takes 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 stock are based on the weighted average number of common stock shares outstanding during the period. No dividends were declared during the six months ended June 30, 2024 and 2023, respectively.

 

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 to the accounting literature but these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

 

 

Note 2:      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 and Methods and/or Assumptions

 

Cash and cash equivalents: Carrying value approximates fair value due to its readily convertible characteristic.

 

Certificates of deposit: Carrying value adjusted to and presented at fair market value.

 

2

 

 

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

 

           

June 30, 2024

   

December 31, 2023

 

Financial Assets:

 

Level

   

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 
                                         

Cash and cash equivalents

    2     $ 7,866,811     $ 7,866,811     $ 7,546,689     $ 7,546,689  

Certificates of deposit

    2       1,526,680       1,499,234       1,525,173       1,499,675  

Total

          $ 9,393,491     $ 9,366,045     $ 9,071,862     $ 9,046,364  

 

 

 

Note 3:

Property and Equipment

 

Property and equipment consisted of the following:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Land

  $ 6,815,711     $ 6,815,711  

Timber

    2,250,596       2,250,616  

Equipment

    120,873       120,873  
      9,187,180       9,187,200  

Accumulated depreciation

    (93,928 )     (91,797 )

Total

  $ 9,093,252     $ 9,095,403  

 

During the six months ended June 30, 2024 and 2023, the Company had a gain on sale of land of $140,582 and $149,992, respectively.

 

Depreciation expense was $2,130 for the six months ended June 30, 2024 and 2023, respectively.

 

Depletion expense was $21 and $85 and for the six months ended June 30, 2024 and 2023, respectively.

 

 

 

Note 4:

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.

 

3

 

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

 

   

Six Months Ended

June 30,

   

Year Ended

December 31,

 
   

2024

   

2023

 

Identifiable Assets, net of accumulated depreciation

               

Timber

  $ 2,250,596     $ 2,250,616  

General corporate assets

    16,699,854       16,562,790  

Total

    18,950,450       18,813,406  
                 

Capital expenditures:

               

Timber

  $ -     $ 20,737  

Surface

    -       -  

General corporate assets

    -       -  

Total segment costs and expenses

  $ -     $ 20,737  
                 

Depreciation and depletion

               

Oil and gas

  $ -     $ -  

Timber

    21       685  

General corporate assets

    2,130       4,261  

Total

  $ 2,151     $ 4,946  

 

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues:

                               

Oil and gas

  $ 161,148     $ 101,361     $ 243,648     $ 150,556  

Timber sales

    -       10,782       2,275       12,683  

Surface revenue

    866,286       258,237       923,360       372,903  

Total segment revenues

    1,027,434       370,380       1,169,283       536,142  
                                 

Cost and expenses:

                               

Oil and gas costs

    12,867       10,291     $ 23,233     $ 19,229  

Timber costs

    4,838       2,706       8,821       3,963  

Surface costs

    -       225       -       225  

Total segment costs and expenses

    17,705       13,222       32,054       23,417  
                                 

Net income (loss) from operations:

                               

Oil and gas

    148,281       91,070     $ 220,415     $ 131,327  

Timber

    (4,838 )     8,076       (6,546 )     8,720  

Surface

    866,286       258,012       923,360       372,678  

Total segment net income from operations

    1,009,729       357,158       1,137,229       512,725  

Unallocated other expense before income taxes

    (298,973 )     (219,521 )     (812,861 )     (691,938 )

Income (loss) before income taxes

  $ 710,756     $ 137,637     $ 324,368     $ (179,213 )

 

 

There are no intersegment sales reported in the accompanying statements of operations. 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, 2023. The Company evaluates performance based on income or loss from operations before income taxes excluding any nonrecurring gains and losses. Income before income tax represents net revenues less costs and expenses less other income and expenses of a general corporate nature. Identifiable assets by segment are those assets used solely in the Company's operations within that segment.

 

 

 

Note 5:

Income Taxes

 

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in federal and state income tax returns for the tax returns that remain subject to examination. Generally, returns are subject to examination for three years after filing. 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.

 

4

  

 

Note 6:

Related Party Transactions

 

The Company and Stream Wetlands Services, LLC (“Stream Wetlands”) were parties to an option to lease agreement dated April 17, 2017 (the “OTL”). The OTL provided Stream Wetlands an option to lease certain lands from the Company, subject to the negotiation and execution of a mutually acceptable lease form. On February 28, 2022, Stream Wetlands exercised the OTL and entered into a 25-year lease in exchange for a one-time payment by Stream Wetlands of $38,333. The terms of the lease provide for formulaic contingent payments to the Company based on the amount of revenue generated from activities on the subject property by a third party, with a guaranteed minimum payment of $500,000 in the event that revenue does not meet a minimum threshold. No minimum payment is due unless and until the third party engages in activity on the subject lands, and neither the Company nor Stream Wetlands is able to determine whether that will occur. William Gray Stream, the President and a director of the Company, is the president of Stream Wetlands.

 

The Company’s President is also the President of Matilda Stream Management Inc. (“MSM”) and the Chief Financial Officer is the Chief Investment Officer of MSM. MSM provides administrative services to the Company for no compensation.

 

 

 

Note 7:

Concentrations

 

Revenue from the Company's five largest customers for the six months ended June 30, 2024 and 2023, respectively were:

 

     

Six Months Ended June 30,

 

Count

   

2024

   

2023

 
1     $ 536,615     $ 175,020  
2       240,578       32,884  
3       120,919       25,559  
4       31,212       24,034  
5       20,205       23,660  

 

 

 

Note 8:

Share-Based Compensation

 

During the year ended December 31, 2022, the Company granted to certain employees an aggregate of 76,755 restricted stock units that vest over a three-year period through July 15, 2024 and 280,245 performance shares that vest upon achievement of certain stock price hurdles as measured during the period from July 15, 2020 through July 15, 2024. Each of the time-based and market-condition awards are subject to the recipient’s continued service with us, the terms and conditions of our stock incentive plan and the applicable award agreement. As of December 31, 2023, 40,204 restricted stock units and 31,584 performance shares had vested, representing a total of 71,788 issuable shares under the Plan. As of December 31, 2023, a total of 71,788 of the issuable shares had been issued to employees. During the six months ended June 30, 2024, 51,761 performance shares vested upon achievement of a certain stock price. The shares were issued on April 1, 2024. As of June 30, 2024, 40,204 restricted stock units and 83,345 performance shares had vested since the inception of the Plan, representing a total of 123,549 issuable shares under the Plan.

 

The share-based compensation expense recognized is included in general and administrative expense in the statements of operations. The total fair value of the awards was $3,374,002 of which $12,616 was unrecognized stock-based compensation expense as of June 30, 2024.

 

The plan participants elected to have the Company withhold shares to cover the employee payroll tax withholdings for the shares issued. As of June 30, 2024, the Company withheld 39,012 shares of the 123,549 shares issued to the employees.

 

The share-based compensation expense recognized by award type was $211,010 and $0 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2024. The share-based compensation expense recognized by award type was $209,864 and $420,965 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2023.

 

 

 

Note 9:

Subsequent Events

 

On July 15, 2024, the final tranche of the restricted stock units awarded to the Company’s employees, representing 36,511 underlying shares, vested. As of the date of this filing, the underlying shares have not yet been issued to the employees.  Also on July 15, 2024, all 196,900 unvested performance shares awarded to employees under the Plan lapsed without the performance criteria being achieved and were forfeited by the grantees.  There are no further unvested awards outstanding under the Plan.

 

5

 

Additionally, the Executive Employment Agreement between the Registrant and its President, William Gray Stream, and the Executive Employment Agreement between the Registrant and its Chief Financial Officer, Scott Stepp, expired in accordance with their terms. Messrs. Stream and Stepp mutually agreed with the Registrant’s board of directors to continue their employment in their respective offices with the Registrant without written agreements. 

 

 

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, 2023 and the related Managements 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, 2023, filed on March 27, 2024.

 

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, 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.

 

6

 

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. On April 18, 2024, the Company provided an update on the process, noting that it had received preliminary indications of interest from multiple parties related to the potential acquisition of the Company or its assets, and that the Company and its advisors are working with a select group of these parties to provide them with additional information. The Board has formed a subcommittee to provide oversight and management of the process. A sale of the Company or all or substantially all of its assets would be subject to a number of conditions and contingencies, including the approval of the Company’s shareholders. There can be no assurance that this process will result in the successful negotiation of a definitive agreement for a transaction or any other strategic outcome, or that the Board will recommend that CKX’s shareholders approve any transaction.

 

Recent Developments

 

In 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 June 30, 2024, the Company has closed on the sale of 22 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 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. During the three months ended June 30, 2024, the Company closed on the sale of one 25-acre ranchette lot in which it had a 100% ownership interest for net proceeds to the Company of $140,582.

 

Results of Operations

 

Summary of Results

 

The Company’s results of operations for the six months ended June 30, 2024 were driven primarily by increases in oil and gas and surface revenues, offset by an increase in general and administrative expenses. The increase in general and administrative expenses is primarily due to an increase in land research advisory fees and tax preparation fees, offset by a decrease in share-based compensation expense.

 

7

 

Revenue Three Months Ended June 30, 2024

 

Total revenues for the three months ended June 30, 2024 were $1,027,434, an increase of approximately 177% when compared with the same period in 2023. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended June 30, 2024 as compared to 2023, are as follows:

 

   

Three Months Ended June 30,

                 
   

2024

   

2023

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Revenues:

                               

Oil and gas

  $ 161,148     $ 101,361     $ 59,787       59.0 %

Timber

    -       10,782       (10,782 )     (100.0 )%

Surface revenue

    866,286       258,237       608,049       235.5 %

Total revenues

  $ 1,027,434     $ 370,380     $ 657,054       177.4 %

 

Oil and Gas

 

Oil and gas revenues were 16% and 27% of total revenues for the three months ended June 30, 2024 and 2023, respectively.

 

CKX received oil and/or gas revenues from 62 and 64 wells during the three months ended June 30, 2024 and 2023, respectively.

 

Oil and gas revenues increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $59,787. The increase was due to an increase in the average oil price and net oil produced, offset by a decrease in average gas price and gas produced.

 

Timber

 

Timber revenue was $0 and $10,782 for the three months ended June 30, 2024 and 2023, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.

 

Surface

 

Surface revenues increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $608,049. The increase in surface revenue was due to three natural gas pipeline right of way agreements on the Company’s wholly- and partially-owned acreage. While non-recurring in nature, these right of way agreements and related income are driven by increased economic and industrial development activity in the Company’s region, which management believes could continue throughout the 2024 fiscal year.

 

Revenue Six Months Ended June 30, 2024

 

Total revenues for the six months ended June 30, 2024 were $1,169,283, an increase of approximately 118% when compared with the same period in 2023. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the six months ended June 30, 2024 as compared to 2023, are as follows:

 

   

Six Months Ended June 30,

                 
   

2024

   

2023

   

Change from
Prior Year

   

Percent Change
from Prior Year

 

Revenues:

                               

Oil and gas

  $ 243,648     $ 150,556     $ 93,092       61.8 %

Timber sales

    2,275       12,683       (10,408 )     (82.1 )%

Surface revenue

    923,360       372,903       550,457       147.6 %

Total revenues

  $ 1,169,283     $ 536,142     $ 633,141       118.1 %

 

Oil and Gas

 

Oil and gas revenues were 21% and 28% of total revenues for the six months ended June 30, 2024 and 2023, respectively.

 

CKX received oil and/or gas revenues from 62 and 66 wells during the six months ended June 30, 2024 and 2023, respectively.

 

Oil and gas revenues increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $93,092. The increase was due to an increase in the net oil and gas produced partially offset by a decrease in the average sales price.

 

8

 

Timber

 

Timber revenue was $2,275 and $12,683 for the six months ended June 30, 2024 and 2023, respectively. The decrease in timber revenues was due to normal business variations in timber customers’ harvesting.

 

Surface

 

Surface revenues increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $550,457. The increase in surface revenue was due to three natural gas pipeline right of way agreements on the Company’s wholly- and partially-owned acreage. While non-recurring in nature, these right of way agreements and related income are driven by increased economic and industrial development activity in the Company’s region, which management believes could continue throughout the 2024 fiscal year.

 

Costs and Expenses – Three and Six Months Ended June 30, 2024

 

Oil and gas costs increased for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 by $2,576 and $4,004. This variance is due to the normal variations in year to year costs.

 

Timber costs increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $2,132. Timber costs increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $4,858. Timber costs are related general management of the Company’s timberland. The increase is primarily due to increased timber management costs.

 

General and administrative expenses increased for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, by $249,127. This is primarily due to an increase in land research fees. General and administrative expenses increased for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, by $164,865. This is primarily due to an increase in land research advisory fees, offset by a decrease in share-based compensation expense.

 

Gain on Sale of Land – Three and Six Months Ended June 30, 2024

 

Gain on sale of land was $140,582 and $149,992 for the three and six months ended June 30, 2024 and 2023, respectively. For the three and six months ended June 30, 2024, this consisted of the sale of one 25-acre ranchette lot in Calcasieu parish.  For the three and six months ended June 30, 2023, this consisted of a gain on sale of two parcels of land.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

Current assets totaled $9,688,496 and current liabilities equaled $466,287 at June 30, 2024.

 

As of June 30, 2024 and December 31, 2023, 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. 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 $353,909 and $104,185 for the six months ended June 30, 2024 and 2023, respectively. The increase in cash provided by operating activities was attributable to the increase in net income as a result of the material, high-margin right of way revenue recognized in the current year.

 

Net cash provided by investing activities was $175,067 and $1,133,860 for the six months ended June 30, 2024 and 2023, respectively.  For the six months ended June 30, 2024, this resulted from maturity of certificates of deposit of $1,534,485 and proceeds from the sale of fixed assets of $140,582, offset by purchases of certificates of deposit of $1,500,000. For the six months ended June 30, 2023, this primarily resulted from 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 $20,735.

 

Net cash used in financing activities was $208,854 and $0 for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, this resulted from repurchases of common stock.

 

9

 

Significant Accounting Polices and Estimates

 

There were no changes in our significant accounting policies and estimates during the six months ended June 30, 2024 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

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 six months ended June 30, 2024, 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).

 

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 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 June 30, 2024 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 June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

10

 

PART II - OTHER INFORMATION

 

 

ITEMS 1 5.  NOT APPLICABLE

 

 

 

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 (adopted as of August 10, 2023) (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 001-31905) filed on August 14, 2023).

   

31.1*

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

   

31.2*

Certification of Scott A. Stepp, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

32.1**

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

   

32.2**

Certification of Scott Stepp, Chief Financial Officer, pursuant to 18 U.S.C. Section 1320 and Section 906 of the Sarbanes-Oxley Act of 2002.

   

101.INS

Inline XBRL Instance

   

101.SCH

Inline XBRL Taxonomy Extension Schema

   

101.CAL

Inline XBRL Taxonomy Extension Calculation

   

101.DEF

Inline XBRL Taxonomy Extension Definition

   

101.LAB

Inline XBRL Taxonomy Extension Labels

   

101.PRE

Inline XBRL Taxonomy Extension Presentation

   

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

   

*

Filed herewith

**

Furnished herewith

 

11

 

 

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: August 12, 2024

 

CKX LANDS, INC.

 
   

By:

 
   

/s/ W. Gray Stream

 

W. Gray Stream

 

President

 

(Principal executive officer)

 

 

12

Exhibit 31.1

 

CERTIFICATION

 

  I, W. Gray Stream, certify that:
   

1.

I have reviewed this Form 10-Q for the quarter ended June 30, 2024 of CKX Lands, Inc. (the “registrant”);

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

     
 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
 

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     
 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

     
  Date: August 12, 2024

 

/s/ W. Gray Stream

 

W. Gray Stream

 

President

 

(Principal executive officer)

 

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

  I, Scott A. Stepp, certify that:
   

1.

I have reviewed this Form 10-Q for the quarter ended June 30, 2024 of CKX Lands, Inc. (the “registrant”);

   

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

     
 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
 

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     
 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

     
  Date: August 12, 2024

 

/s/ Scott A. Stepp

 

Scott A. Stepp

 

Chief Financial Officer

 

(Principal financial officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AND

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the filing by CKX Lands, Inc. (the “Company”) of this Form 10-Q for the quarter ended June 30, 2024 (the “Report”), the undersigned hereby certifies, to the best of my knowledge, that:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 12, 2024

 

/s/ W. Gray Stream

 

W. Gray Stream

 

President

(Principal executive officer)

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AND

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the filing by CKX Lands, Inc. (the “Company”) of this Form 10-Q for the quarter ended June 30, 2024 (the “Report”), the undersigned hereby certifies, to the best of my knowledge, that:

 

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 12, 2024

 

/s/ Scott A. Stepp

 

Scott A. Stepp

 

Chief Financial Officer

(Principal financial officer)

 

 
v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 06, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 1-31905  
Entity Registrant Name CKX Lands, Inc.  
Entity Incorporation, State or Country Code LA  
Entity Tax Identification Number 72-0144530  
Entity Address, Address Line One 2417 Shell Beach Drive  
Entity Address, City or Town Lake Charles  
Entity Address, State or Province LA  
Entity Address, Postal Zip Code 70601  
City Area Code 337  
Local Phone Number 493-2399  
Title of 12(b) Security Common Stock with no par value  
Trading Symbol CKX  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   2,027,032
Entity Central Index Key 0000352955  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Accrued accounts receivable $ 136,609 $ 104,741
Interest receivable 32,609 0
Prepaid expense and other assets 125,787 212,279
Total current assets 9,688,496 9,388,882
Property and equipment, net 9,093,252 9,095,403
Deferred tax asset 168,702 329,121
Total assets 18,950,450 18,813,406
Current liabilities:    
Trade payables and accrued expenses 219,772 159,159
Income tax payable 151,404 151,404
Unearned revenue 95,111 184,785
Total current liabilities 466,287 495,348
Total liabilities 466,287 495,348
Stockholders' equity:    
Common stock, 3,000,000 shares authorized, no par value, 2,066,044 and 2,027,032 shares issued and outstanding, respectively, as of June 30, 2024 and 2,014,283 and 1,991,337 shares issued and outstanding, respectively, as of December 31, 2023 59,335 59,335
Additional paid in capital 3,361,386 3,150,376
Treasury stock, 39,012 and 22,946 shares, at cost, as of June 30, 2024 and December 31, 2023, respectively (472,602) (263,748)
Retained earnings 15,536,044 15,372,095
Total stockholders' equity 18,484,163 18,318,058
Total liabilities and stockholders' equity 18,950,450 18,813,406
Cash and Cash Equivalents Excluding Certificates of Deposit [Member]    
Current assets:    
Cash and cash equivalents 7,866,811 7,546,689
Certificates of Deposit [Member]    
Current assets:    
Cash and cash equivalents $ 1,526,680 $ 1,525,173
v3.24.2.u1
Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
$ / shares in Thousands
Jun. 30, 2024
Dec. 31, 2023
Common Stock, shares authorized (in shares) 3,000,000 3,000,000
Common Stock, no par value (in dollars per share) $ 0 $ 0
Common Stock, Shares, Issued (in shares) 2,066,044 2,014,283
Common Stock, Shares, Outstanding (in shares) 2,027,032 1,991,337
Treasury stock, shares (in shares) 39,012 22,946
v3.24.2.u1
Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Total revenue $ 1,027,434 $ 370,380 $ 1,169,283 $ 536,142
Costs, expenses and (gains):        
General and administrative expense 503,118 253,991 1,066,159 901,294
Depreciation expense 1,065 1,065 2,130 2,130
Gain on sale of land (140,582)   (140,582) (149,992)
Total costs, expenses and (gains) 381,306 268,278 959,761 776,849
Income (loss) from operations 646,128 102,102 209,522 (240,707)
Interest income 50,881 35,535 101,099 61,493
Miscellaneous income 13,747 0 13,747 0
Income (loss) before income taxes 710,756 137,637 324,368 (179,214)
Federal and state income tax expense (benefit):        
Current 0 0 0 0
Deferred 145,478 34,409 160,419 (44,803)
Total income taxes 145,478 34,409 160,419 (44,803)
Net income (loss) $ 565,278 $ 103,228 $ 163,949 $ (134,411)
Net income (loss) per share:        
Basic and diluted (in dollars per share) $ 0.28 $ 0.05 $ 0.08 $ (0.07)
Diluted (in dollars per share) $ 0.27 $ 0.05 $ 0.08 $ (0.07)
us-gaap_WeightedAverageNumberOfSharesOutstandingBasicAbstract        
Basic (in shares) 2,027,032 1,974,427 2,009,185 1,974,427
Diluted (in shares) 2,063,191 2,036,560 2,045,539 1,974,427
Oil and Gas [Member]        
Revenues:        
Revenue $ 161,148 $ 101,361 $ 243,648 $ 150,556
Costs, expenses and (gains):        
Cost of goods and services sold 12,867 10,291 23,233 19,229
Timber [Member]        
Revenues:        
Revenue 0 10,782 2,275 12,683
Costs, expenses and (gains):        
Cost of goods and services sold 4,838 2,706 8,821 3,963
Surface Leases, Unrelated Parties [Member]        
Revenues:        
Revenues, leases 866,286 258,237 923,360 372,903
Surface Leases [Member]        
Costs, expenses and (gains):        
Cost of goods and services sold $ 0 $ 225 $ 0 $ 225
v3.24.2.u1
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balances (in shares) at Dec. 31, 2022 1,988,701 (176,592)      
Balances at Dec. 31, 2022 $ 59,335   $ 2,308,537 $ 15,229,134 $ 17,420,414
Share-based compensation 0 $ 0 630,829 0 630,829
Net income $ 0 $ 0 0 (134,411) (134,411)
Balances, June 30, 2024 (in shares) at Jun. 30, 2023 1,988,701 (176,592)      
Balances, June 30, 2024 at Jun. 30, 2023 $ 59,335   2,939,366 15,094,723 17,916,832
Balances (in shares) at Mar. 31, 2023 1,988,701 (176,592)      
Balances at Mar. 31, 2023 $ 59,335   2,835,007 14,991,495 17,709,245
Share-based compensation 0 $ 0 104,359 0 104,359
Net income $ 0 $ 0 0 103,228 103,228
Balances, June 30, 2024 (in shares) at Jun. 30, 2023 1,988,701 (176,592)      
Balances, June 30, 2024 at Jun. 30, 2023 $ 59,335   2,939,366 15,094,723 17,916,832
Balances (in shares) at Dec. 31, 2023 2,014,283 (263,748)      
Balances at Dec. 31, 2023 $ 59,335   3,150,376 15,372,095 $ 18,318,058
Issuances under share-based compensation (in shares) 51,761 0     123,549
Issuances under share-based compensation     0 0 $ 0
Share-based compensation $ 0 $ 0 211,010 0 211,010
Repurchases of common stock 0 (208,854) 0 0 (208,854)
Net income $ 0 $ 0 0 163,949 163,949
Balances, June 30, 2024 (in shares) at Jun. 30, 2024 2,066,044 (472,602)      
Balances, June 30, 2024 at Jun. 30, 2024 $ 59,335   3,361,386 15,536,044 18,484,163
Balances (in shares) at Mar. 31, 2024 2,014,283 (263,748)      
Balances at Mar. 31, 2024 $ 59,335   3,255,881 14,970,766 18,022,234
Issuances under share-based compensation (in shares) 51,761 0      
Issuances under share-based compensation     0 0 0
Share-based compensation $ 0 $ 0 105,505 0 105,505
Repurchases of common stock 0 (208,854)     (208,854)
Net income $ 0 $ 0 0 565,278 565,278
Balances, June 30, 2024 (in shares) at Jun. 30, 2024 2,066,044 (472,602)      
Balances, June 30, 2024 at Jun. 30, 2024 $ 59,335   $ 3,361,386 $ 15,536,044 $ 18,484,163
v3.24.2.u1
Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 163,949 $ (134,411)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation expense 2,130 2,130
Depletion expense 21 85
Deferred income tax expense (benefit) 160,419 (44,803)
Gain on sale of land (140,582) (149,992)
Share-based compensation 211,010 630,829
Changes in operating assets and liabilities:    
Decrease (increase) in current assets (13,977) (48,546)
Decrease in current liabilities (29,061) (151,107)
Net cash provided by operating activities 353,909 104,185
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of certificates of deposit (1,500,000) 0
Maturity of certificates of deposit 1,534,485 1,004,603
Costs of reforesting timber 0 (20,735)
Proceeds from the sale of fixed assets 140,582 149,992
Net cash provided by investing activities 175,067 1,133,860
CASH FLOWS FROM FINANCING ACTIVITIES    
Repurchases of common stock (208,854) 0
Net cash used in financing activities (208,854) 0
NET CHANGE IN CASH AND CASH EQUIVALENTS 320,122 1,238,045
Cash and cash equivalents, beginning of the period 7,546,689 7,148,207
Cash and cash equivalents, end of the period 7,866,811 8,386,252
SUPPLEMENTAL CASH FLOW INFORMATION    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0
v3.24.2.u1
Note 1 - Significant Accounting Policies and Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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, 2023 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2024 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.

 

Concentration of Credit Risk

 

The Company maintains its cash balances in nine financial institutions. At times, cash balances may exceed 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.

 

Impairment of Long-lived Assets

 

Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the year ended December 31, 2023, the Company performed a step zero impairment analysis on its long-lived assets and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2024 and 2023, respectively.

 

Share-Based Compensation

 

We maintain one active incentive compensation plan: the 2021 Stock Incentive Plan (the Plan). The Plan provides for the issuance of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) to certain of our employees, non-employee directors and consultants.

 

For awards that are subject to market conditions, we utilize a binomial-lattice model (i.e., Monte Carlo simulation model), to determine the fair value. The Monte Carlo simulation model utilizes multiple input variables to determine the share-based compensation expense. Awards for the maximum number of shares issuable under the Plan were made on June 13, 2022. Therefore, no further awards were made under the Plan during the six months ended June 30, 2024.

 

Share-based compensation expense related to RSUs are expensed over the grant date to the end of the requisite service period using the straight-line method. PSUs are expensed over the grant date to the end of the requisite service period using a model-driven derived service period based upon the median of the price projection scenarios for each performance trigger. The RSUs and PSUs do not have voting rights. We calculate the fair value of our share-based awards on the date of grant.

 

 

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. For the three and six months ended June 30, 2024, dilutive shares attributable to 36,551 restricted stock units were included in the calculation of diluted earnings per share. For the three months ended June 30, 2023, dilutive shares attributable to 62,133 restricted stock units were included in the calculation of diluted earnings per share. For the six months ended June 30, 2023, dilutive shares attributable to 310,794 restricted stock units and performance shares were excluded in the calculation of diluted earnings per share, as their effect is anti-dilutive due to the Company's net loss for such period.

 

Dividends

 

The Company does not currently pay dividends on a regular basis. In determining whether to declare a dividend, the Board of Directors takes 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 stock are based on the weighted average number of common stock shares outstanding during the period. No dividends were declared during the six months ended June 30, 2024 and 2023, respectively.

 

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 to the accounting literature but these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

v3.24.2.u1
Note 2 - Fair Value of Financial Instruments
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

Note 2:      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 and Methods and/or Assumptions

 

Cash and cash equivalents: Carrying value approximates fair value due to its readily convertible characteristic.

 

Certificates of deposit: Carrying value adjusted to and presented at fair market value.

 

 

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

 

           

June 30, 2024

   

December 31, 2023

 

Financial Assets:

 

Level

   

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 
                                         

Cash and cash equivalents

    2     $ 7,866,811     $ 7,866,811     $ 7,546,689     $ 7,546,689  

Certificates of deposit

    2       1,526,680       1,499,234       1,525,173       1,499,675  

Total

          $ 9,393,491     $ 9,366,045     $ 9,071,862     $ 9,046,364  

 

v3.24.2.u1
Note 3 - Property and Equipment
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

Note 3:

Property and Equipment

 

Property and equipment consisted of the following:

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Land

  $ 6,815,711     $ 6,815,711  

Timber

    2,250,596       2,250,616  

Equipment

    120,873       120,873  
      9,187,180       9,187,200  

Accumulated depreciation

    (93,928 )     (91,797 )

Total

  $ 9,093,252     $ 9,095,403  

 

During the six months ended June 30, 2024 and 2023, the Company had a gain on sale of land of $140,582 and $149,992, respectively.

 

Depreciation expense was $2,130 for the six months ended June 30, 2024 and 2023, respectively.

 

Depletion expense was $21 and $85 and for the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
Note 4 - Segment Reporting
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

Note 4:

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:

 

   

Six Months Ended

June 30,

   

Year Ended

December 31,

 
   

2024

   

2023

 

Identifiable Assets, net of accumulated depreciation

               

Timber

  $ 2,250,596     $ 2,250,616  

General corporate assets

    16,699,854       16,562,790  

Total

    18,950,450       18,813,406  
                 

Capital expenditures:

               

Timber

  $ -     $ 20,737  

Surface

    -       -  

General corporate assets

    -       -  

Total segment costs and expenses

  $ -     $ 20,737  
                 

Depreciation and depletion

               

Oil and gas

  $ -     $ -  

Timber

    21       685  

General corporate assets

    2,130       4,261  

Total

  $ 2,151     $ 4,946  

 

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues:

                               

Oil and gas

  $ 161,148     $ 101,361     $ 243,648     $ 150,556  

Timber sales

    -       10,782       2,275       12,683  

Surface revenue

    866,286       258,237       923,360       372,903  

Total segment revenues

    1,027,434       370,380       1,169,283       536,142  
                                 

Cost and expenses:

                               

Oil and gas costs

    12,867       10,291     $ 23,233     $ 19,229  

Timber costs

    4,838       2,706       8,821       3,963  

Surface costs

    -       225       -       225  

Total segment costs and expenses

    17,705       13,222       32,054       23,417  
                                 

Net income (loss) from operations:

                               

Oil and gas

    148,281       91,070     $ 220,415     $ 131,327  

Timber

    (4,838 )     8,076       (6,546 )     8,720  

Surface

    866,286       258,012       923,360       372,678  

Total segment net income from operations

    1,009,729       357,158       1,137,229       512,725  

Unallocated other expense before income taxes

    (298,973 )     (219,521 )     (812,861 )     (691,938 )

Income (loss) before income taxes

  $ 710,756     $ 137,637     $ 324,368     $ (179,213 )

 

 

There are no intersegment sales reported in the accompanying statements of operations. 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, 2023. 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.

v3.24.2.u1
Note 5 - Income Taxes
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 5:

Income Taxes

 

In accordance with generally accepted accounting principles, the Company has analyzed its filing positions in federal and state income tax returns for the tax returns that remain subject to examination. Generally, returns are subject to examination for three years after filing. 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.

 

  

v3.24.2.u1
Note 6 - Related Party Transactions
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

Note 6:

Related Party Transactions

 

The Company and Stream Wetlands Services, LLC (“Stream Wetlands”) were parties to an option to lease agreement dated April 17, 2017 (the “OTL”). The OTL provided Stream Wetlands an option to lease certain lands from the Company, subject to the negotiation and execution of a mutually acceptable lease form. On February 28, 2022, Stream Wetlands exercised the OTL and entered into a 25-year lease in exchange for a one-time payment by Stream Wetlands of $38,333. The terms of the lease provide for formulaic contingent payments to the Company based on the amount of revenue generated from activities on the subject property by a third party, with a guaranteed minimum payment of $500,000 in the event that revenue does not meet a minimum threshold. No minimum payment is due unless and until the third party engages in activity on the subject lands, and neither the Company nor Stream Wetlands is able to determine whether that will occur. William Gray Stream, the President and a director of the Company, is the president of Stream Wetlands.

 

The Company’s President is also the President of Matilda Stream Management Inc. (“MSM”) and the Chief Financial Officer is the Chief Investment Officer of MSM. MSM provides administrative services to the Company for no compensation.

v3.24.2.u1
Note 7 - Concentrations
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

Note 7:

Concentrations

 

Revenue from the Company's five largest customers for the six months ended June 30, 2024 and 2023, respectively were:

 

     

Six Months Ended June 30,

 

Count

   

2024

   

2023

 
1     $ 536,615     $ 175,020  
2       240,578       32,884  
3       120,919       25,559  
4       31,212       24,034  
5       20,205       23,660  

 

v3.24.2.u1
Note 8 - Share-based Compensation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 8:

Share-Based Compensation

 

During the year ended December 31, 2022, the Company granted to certain employees an aggregate of 76,755 restricted stock units that vest over a three-year period through July 15, 2024 and 280,245 performance shares that vest upon achievement of certain stock price hurdles as measured during the period from July 15, 2020 through July 15, 2024. Each of the time-based and market-condition awards are subject to the recipient’s continued service with us, the terms and conditions of our stock incentive plan and the applicable award agreement. As of December 31, 2023, 40,204 restricted stock units and 31,584 performance shares had vested, representing a total of 71,788 issuable shares under the Plan. As of December 31, 2023, a total of 71,788 of the issuable shares had been issued to employees. During the six months ended June 30, 2024, 51,761 performance shares vested upon achievement of a certain stock price. The shares were issued on April 1, 2024. As of June 30, 2024, 40,204 restricted stock units and 83,345 performance shares had vested since the inception of the Plan, representing a total of 123,549 issuable shares under the Plan.

 

The share-based compensation expense recognized is included in general and administrative expense in the statements of operations. The total fair value of the awards was $3,374,002 of which $12,616 was unrecognized stock-based compensation expense as of June 30, 2024.

 

The plan participants elected to have the Company withhold shares to cover the employee payroll tax withholdings for the shares issued. As of June 30, 2024, the Company withheld 39,012 shares of the 123,549 shares issued to the employees.

 

The share-based compensation expense recognized by award type was $211,010 and $0 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2024. The share-based compensation expense recognized by award type was $209,864 and $420,965 for restricted stock units and performance shares, respectively, for the six months ended June 30, 2023.

v3.24.2.u1
Note 9 - Subsequent Events
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 9:

Subsequent Events

 

On July 15, 2024, the final tranche of the restricted stock units awarded to the Company’s employees, representing 36,511 underlying shares, vested. As of the date of this filing, the underlying shares have not yet been issued to the employees.  Also on July 15, 2024, all 196,900 unvested performance shares awarded to employees under the Plan lapsed without the performance criteria being achieved and were forfeited by the grantees.  There are no further unvested awards outstanding under the Plan.

 

 

Additionally, the Executive Employment Agreement between the Registrant and its President, William Gray Stream, and the Executive Employment Agreement between the Registrant and its Chief Financial Officer, Scott Stepp, expired in accordance with their terms. Messrs. Stream and Stepp mutually agreed with the Registrant’s board of directors to continue their employment in their respective offices with the Registrant without written agreements. 

v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEMS 1 5.  NOT APPLICABLE

 

 

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

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, 2023 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2024 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.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

 

The Company maintains its cash balances in nine financial institutions. At times, cash balances may exceed 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.

 

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-lived Assets

 

Long-lived assets, such as land, timber and property, buildings, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If events or circumstances arise that require a long-lived asset to be tested for potential impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying value exceeds the fair value. Fair value may be determined through various valuation techniques including quoted market prices, third-party independent appraisals and discounted cash flow models. During the year ended December 31, 2023, the Company performed a step zero impairment analysis on its long-lived assets and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2024 and 2023, respectively.

Share-Based Payment Arrangement [Policy Text Block]

Share-Based Compensation

 

We maintain one active incentive compensation plan: the 2021 Stock Incentive Plan (the Plan). The Plan provides for the issuance of restricted stock units (RSUs) and performance-based restricted stock units (PSUs) to certain of our employees, non-employee directors and consultants.

 

For awards that are subject to market conditions, we utilize a binomial-lattice model (i.e., Monte Carlo simulation model), to determine the fair value. The Monte Carlo simulation model utilizes multiple input variables to determine the share-based compensation expense. Awards for the maximum number of shares issuable under the Plan were made on June 13, 2022. Therefore, no further awards were made under the Plan during the six months ended June 30, 2024.

 

Share-based compensation expense related to RSUs are expensed over the grant date to the end of the requisite service period using the straight-line method. PSUs are expensed over the grant date to the end of the requisite service period using a model-driven derived service period based upon the median of the price projection scenarios for each performance trigger. The RSUs and PSUs do not have voting rights. We calculate the fair value of our share-based awards on the date of grant.

Earnings Per Share, Policy [Policy Text Block]

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. For the three and six months ended June 30, 2024, dilutive shares attributable to 36,551 restricted stock units were included in the calculation of diluted earnings per share. For the three months ended June 30, 2023, dilutive shares attributable to 62,133 restricted stock units were included in the calculation of diluted earnings per share. For the six months ended June 30, 2023, dilutive shares attributable to 310,794 restricted stock units and performance shares were excluded in the calculation of diluted earnings per share, as their effect is anti-dilutive due to the Company's net loss for such period.

 

Stockholders' Equity, Policy [Policy Text Block]

Dividends

 

The Company does not currently pay dividends on a regular basis. In determining whether to declare a dividend, the Board of Directors takes 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 stock are based on the weighted average number of common stock shares outstanding during the period. No dividends were declared during the six months ended June 30, 2024 and 2023, respectively.

 

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.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

 

There are various updates recently issued to the accounting literature but these are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

v3.24.2.u1
Note 2 - Fair Value of Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Fair Value, by Balance Sheet Grouping [Table Text Block]
           

June 30, 2024

   

December 31, 2023

 

Financial Assets:

 

Level

   

Carrying Value

   

Fair Value

   

Carrying Value

   

Fair Value

 
                                         

Cash and cash equivalents

    2     $ 7,866,811     $ 7,866,811     $ 7,546,689     $ 7,546,689  

Certificates of deposit

    2       1,526,680       1,499,234       1,525,173       1,499,675  

Total

          $ 9,393,491     $ 9,366,045     $ 9,071,862     $ 9,046,364  
v3.24.2.u1
Note 3 - Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Land

  $ 6,815,711     $ 6,815,711  

Timber

    2,250,596       2,250,616  

Equipment

    120,873       120,873  
      9,187,180       9,187,200  

Accumulated depreciation

    (93,928 )     (91,797 )

Total

  $ 9,093,252     $ 9,095,403  
v3.24.2.u1
Note 4 - Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

Six Months Ended

June 30,

   

Year Ended

December 31,

 
   

2024

   

2023

 

Identifiable Assets, net of accumulated depreciation

               

Timber

  $ 2,250,596     $ 2,250,616  

General corporate assets

    16,699,854       16,562,790  

Total

    18,950,450       18,813,406  
                 

Capital expenditures:

               

Timber

  $ -     $ 20,737  

Surface

    -       -  

General corporate assets

    -       -  

Total segment costs and expenses

  $ -     $ 20,737  
                 

Depreciation and depletion

               

Oil and gas

  $ -     $ -  

Timber

    21       685  

General corporate assets

    2,130       4,261  

Total

  $ 2,151     $ 4,946  
   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues:

                               

Oil and gas

  $ 161,148     $ 101,361     $ 243,648     $ 150,556  

Timber sales

    -       10,782       2,275       12,683  

Surface revenue

    866,286       258,237       923,360       372,903  

Total segment revenues

    1,027,434       370,380       1,169,283       536,142  
                                 

Cost and expenses:

                               

Oil and gas costs

    12,867       10,291     $ 23,233     $ 19,229  

Timber costs

    4,838       2,706       8,821       3,963  

Surface costs

    -       225       -       225  

Total segment costs and expenses

    17,705       13,222       32,054       23,417  
                                 

Net income (loss) from operations:

                               

Oil and gas

    148,281       91,070     $ 220,415     $ 131,327  

Timber

    (4,838 )     8,076       (6,546 )     8,720  

Surface

    866,286       258,012       923,360       372,678  

Total segment net income from operations

    1,009,729       357,158       1,137,229       512,725  

Unallocated other expense before income taxes

    (298,973 )     (219,521 )     (812,861 )     (691,938 )

Income (loss) before income taxes

  $ 710,756     $ 137,637     $ 324,368     $ (179,213 )
v3.24.2.u1
Note 7 - Concentrations (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
     

Six Months Ended June 30,

 

Count

   

2024

   

2023

 
1     $ 536,615     $ 175,020  
2       240,578       32,884  
3       120,919       25,559  
4       31,212       24,034  
5       20,205       23,660  
v3.24.2.u1
Note 1 - Significant Accounting Policies and Recent Accounting Pronouncements (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Tangible Asset Impairment Charges     $ 0 $ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)       310,794
Payments of Ordinary Dividends, Common Stock     $ 0 $ 0
Restricted Stock Units and Performance Shares [Member]        
Weighted Average Number of Shares Outstanding, Diluted, Adjustment (in shares) 36,551 62,133    
Restricted Stock Units (RSUs) [Member]        
Weighted Average Number of Shares Outstanding, Diluted, Adjustment (in shares)     36,551  
v3.24.2.u1
Note 2 - Fair Value of Financial Instruments - Financial Instruments (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Reported Value Measurement [Member]    
Total $ 9,393,491 $ 9,071,862
Estimate of Fair Value Measurement [Member]    
Total 9,366,045 9,046,364
Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | Cash and Cash Equivalents Excluding Certificates of Deposit [Member]    
Cash and cash equivalents, fair value 7,866,811 7,546,689
Fair Value, Inputs, Level 2 [Member] | Reported Value Measurement [Member] | Certificates of Deposit [Member]    
Cash and cash equivalents, fair value 1,526,680 1,525,173
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Cash and Cash Equivalents Excluding Certificates of Deposit [Member]    
Cash and cash equivalents, fair value 7,866,811 7,546,689
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Certificates of Deposit [Member]    
Cash and cash equivalents, fair value $ 1,499,234 $ 1,499,675
v3.24.2.u1
Note 3 - Property and Equipment (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Gain (Loss) on Sale of Properties     $ 140,582 $ 149,992
Depreciation, Total $ 1,065 $ 1,065 2,130 2,130
Depletion, Total     $ 21 $ 85
v3.24.2.u1
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Property and equipment, gross $ 9,187,180 $ 9,187,200
Accumulated depreciation (93,928) (91,797)
Total 9,093,252 9,095,403
Land [Member]    
Property and equipment, gross 6,815,711 6,815,711
Timber Properties [Member]    
Property and equipment, gross 2,250,596 2,250,616
Equipment [Member]    
Property and equipment, gross $ 120,873 $ 120,873
v3.24.2.u1
Note 4 - Segment Reporting (Details Textual)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Number of Operating Segments     3  
Total segment revenues $ 1,027,434 $ 370,380 $ 1,169,283 $ 536,142
Intersegment Eliminations [Member]        
Total segment revenues     $ 0  
v3.24.2.u1
Note 4 - Segment Reporting - Segmented Operations Information (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Total assets $ 18,950,450   $ 18,950,450   $ 18,813,406
Total segment revenues 1,027,434 $ 370,380 1,169,283 $ 536,142  
Cost and expenses 381,306 268,278 959,761 776,849  
Income from operations 646,128 102,102 209,522 (240,707)  
Oil and Gas [Member]          
Revenue 161,148 101,361 243,648 150,556  
Timber [Member]          
Revenue 0 10,782 2,275 12,683  
Operating Segments [Member]          
Total assets 18,950,450   18,950,450   18,813,406
Capital Expenditures     0   20,737
Total segment revenues 1,027,434 370,380 1,169,283 536,142  
Depreciation and Depletion     2,151   4,946
Cost and expenses 17,705 13,222 32,054 23,417  
Income from operations 1,009,729 357,158 1,137,229 512,725  
Unallocated other expense before income taxes (298,973) (219,521) (812,861) (691,938)  
Income (loss) before income taxes 710,756 137,637 324,368 (179,213)  
Operating Segments [Member] | Oil And Gas Segment [Member]          
Depreciation and Depletion     0   0
Cost and expenses 12,867 10,291 23,233 19,229  
Income from operations 148,281 91,070 220,415 131,327  
Operating Segments [Member] | Oil And Gas Segment [Member] | Oil and Gas [Member]          
Revenue 161,148 101,361 243,648 150,556  
Operating Segments [Member] | Timber Segment [Member]          
Total assets 2,250,596   2,250,596   2,250,616
Capital Expenditures     0   20,737
Depreciation and Depletion     21   685
Cost and expenses 4,838 2,706 8,821 3,963  
Income from operations (4,838) 8,076 (6,546) 8,720  
Operating Segments [Member] | Timber Segment [Member] | Timber [Member]          
Revenue 0 10,782 2,275 12,683  
Operating Segments [Member] | Corporate Segment [Member]          
Total assets 16,699,854   16,699,854   16,562,790
Capital Expenditures     0   0
Depreciation and Depletion     2,130   4,261
Operating Segments [Member] | Surface Segment [Member]          
Capital Expenditures     0   $ 0
Cost and expenses 0 225 0 225  
Income from operations 866,286 258,012 923,360 372,678  
Operating Segments [Member] | Surface Segment [Member] | Surface Leases [Member]          
Surface revenue $ 866,286 $ 258,237 $ 923,360 $ 372,903  
v3.24.2.u1
Note 6 - Related Party Transactions (Details Textual) - Stream Wetlands Services [Member] - Exclusive Right to Evaluate and Market Lands For Beneficial Purposes to Compensate for Impact [Member]
Feb. 28, 2022
USD ($)
Lessor, Operating Lease, Term of Contract (Year) 25 years
Related Party Transaction, Amounts of Transaction $ 38,333
Related Party Transaction, Guaranteed Minimum Payment $ 500,000
v3.24.2.u1
Note 7 - Concentrations - Customers Representing 5% or More of Total Revenue (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Major Customers 1 [Member]    
Revenue $ 536,615 $ 175,020
Major Customers 2 [Member]    
Revenue 240,578 32,884
Major Customers 3 [Member]    
Revenue 120,919 25,559
Major Customers 4 [Member]    
Revenue 31,212 24,034
Major Customers 5 [Member]    
Revenue $ 20,205 $ 23,660
v3.24.2.u1
Note 8 - Share-based Compensation (Details Textual) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Vested, Number 123,549   71,788  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Fair Value $ 3,374,002      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 12,616      
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation 39,012      
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture 123,549      
Share-Based Payment Arrangement, Employee [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period     71,788  
Restricted Stock Units (RSUs) [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted       76,755
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)       3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Vested, Number 40,204   40,204  
Share-Based Payment Arrangement, Expense $ 211,010 $ 209,864    
Phantom Share Units (PSUs) [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted       280,245
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Vested, Number 83,345   31,584  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period 51,761      
Share-Based Payment Arrangement, Expense $ 0 $ 420,965    
v3.24.2.u1
Note 9 - Subsequent Events (Details Textual) - Subsequent Event [Member]
Jul. 15, 2024
shares
Restricted Stock Units (RSUs) [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period 36,511
Performance Shares [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares) 196,900

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