ckx20220630_10q.htm

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, 2022

☐	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: 1,963,913 shares of common stock are issued and outstanding as of August 8, 2022.

TABLE OF CONTENTS

		Page

PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS
	BALANCE SHEETS AS OF JUNE 30, 2022 (UNAUDITED) AND DECEMBER 31, 2021
	STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED)
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED)
	STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED)
	NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2022 (UNAUDITED)	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8

ITEM 4.	CONTROLS AND PROCEDURES	8

PART II.	OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	9

ITEM 1A.	RISK FACTORS	9

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	9

ITEM 4.	MINE SAFETY DISCLOSURES	9

ITEM 5.	OTHER INFORMATION	9

ITEM 6.	EXHIBITS	11

SIGNATURES		13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CKX LANDS, INC.

BALANCE SHEETS

	June 30,			December 31,
	2022			2021
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	7,109,424		$	7,409,873
Equity investment in mutual funds		502,866			502,832
Accounts receivable		146,904			50,739
Prepaid expense and other assets		143,378			35,405
Total current assets		7,902,572			7,998,849
Property and equipment, net		9,084,171			9,056,238
Total assets	$	16,986,743		$	17,055,087

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Trade payables and accrued expenses	$	75,738		$	111,123
Unearned revenue		106,149			150,113
Total current liabilities		181,887			261,236
Deferred income tax payable		187,664			187,664
Total liabilities		369,551			448,900

Stockholders' equity:
Common stock, 3,000,000 shares authorized, no par value, 1,974,079 and 1,963,913 shares issued and outstanding as of June 30, 2022, respectively and 1,942,495 shares issued and outstanding as of December 31, 2021		59,335			59,335
Additional paid in capital		414,291			-
Treasury stock, 10,166 shares, at cost		(131,335	)		-
Retained earnings		16,274,901			16,546,852
Total stockholders' equity		16,617,192			16,606,187
Total liabilities and stockholders' equity	$	16,986,743		$	17,055,087

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,
	2022			2021			2022			2021

Revenues:
Oil and gas	$	141,714		$	99,202		$	224,142		$	149,347
Timber sales		88,637			49,414			110,379			102,941
Surface revenue		70,280			53,107			138,442			94,728
Surface revenue - related party		9,583			9,583			19,167			19,166
Total revenue		310,214			211,306			492,130			366,182
Costs, expenses and (gains):
Oil and gas costs		14,615			9,445			20,350			17,666
Timber costs		2,950			4,255			3,185			5,213
Surface costs		-			-			5,129			-
General and administrative expense		597,295			148,316			769,643			251,399
Depreciation expense		683			503			1,190			1,010
Gain on sale of land		-			(184,045	)		-			(590,265	)
Total costs, expenses and (gains)		615,543			(21,526	)		799,497			(314,977	)
Income (loss) from operations		(305,329	)		232,832			(307,367	)		681,159

Interest income		3,849			4,787			6,455			9,453
Miscellaneous income		259			-			3,282			-
Income (loss) before income taxes		(301,221	)		237,619			(297,630	)		690,612
Federal and state income tax expense:
Current		(24,530	)		63,271			(25,679	)		89,457
Total income taxes		(24,530	)		63,271			(25,679	)		89,457
Net income (loss)	$	(276,691	)	$	174,348		$	(271,951	)	$	601,155

Basic and diluted earnings per share	$	(0.14	)	$	0.09		$	(0.14	)	$	0.31
Weighted average shares outstanding, basic and diluted		1,945,555			1,942,495			1,945,555			1,942,495

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, 2022 AND 2021

(Unaudited)

	Common Stock							Additional Paid-In		Retained			Total
	Shares		Amount		Treasury Stock			Capital		Earnings			Equity
Balances, March 31, 2022		1,942,495	$	59,335	$	-		$	-	$	16,551,592		$	16,610,927
Issuances under share-based compensation		31,584		-		-			-		-			-
Share-based compensation		-		-		-			414,291		-			414,291
Repurchases of common stock		-		-		(131,335	)		-		-			(131,335	)
Net loss		-		-		-			-		(276,691	)		(276,691	)
Balances, June 30, 2022		1,974,079	$	59,335	$	(131,335	)	$	414,291	$	16,274,901		$	16,617,192

	Common Stock						Additional Paid-In		Retained		Total
	Shares		Amount		Treasury Stock		Capital		Earnings		Equity
Balances, March 31, 2021		1,942,495	$	59,335	$	-	$	-	$	16,154,310	$	16,213,645
Net income		-		-		-		-		174,348		174,348
Balances, June 30, 2021	$	1,942,495	$	59,335	$	-	$	-	$	16,328,658	$	16,387,993

CKX LANDS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

	Common Stock							Additional Paid-In		Retained			Total
	Shares		Amount		Treasury Stock			Capital		Earnings			Equity
Balances, December 31, 2021		1,942,495	$	59,335	$	-		$	-	$	16,546,852		$	16,606,187
Issuances under share-based compensation		31,584		-		-			-		-			-
Share-based compensation		-		-		-			414,291		-			414,291
Repurchases of common stock		-		-		(131,335	)		-		-			(131,335	)
Net loss		-		-		-			-		(271,951	)		(271,951	)
Balances, June 30, 2022		1,974,079	$	59,335	$	(131,335	)	$	414,291	$	16,274,901		$	16,617,192

	Common Stock						Additional Paid-In		Retained		Total
	Shares		Amount		Treasury Stock		Capital		Earnings		Equity
Balances, December 31, 2020		1,942,495	$	59,335	$	-	$	-	$	15,727,503	$	15,786,838
Net income		-		-		-		-		601,155		601,155
Balances, June 30, 2021		1,942,495	$	59,335	$	-	$	-	$	16,328,658	$	16,387,993

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,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(271,951	)	$	601,155
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation expense		1,190			1,010
Depletion expense		174			430
Gain on sale of land		-			(590,265	)
Unrealized (gain) loss on equity investment in mutual funds		504			(38	)
Share-based compensation		414,291			-
Changes in operating assets and liabilities:
(Increase) decrease in current assets		(204,138	)		(33,613	)
Increase (decrease) in current liabilities		(79,349	)		(42,697	)
Net cash used in operating activities		(139,279	)		(64,018	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of mutual funds		(538	)		(124	)
Purchase of property and equipment		(12,835	)		-
Costs of reforesting timber		(16,462	)		(14,114	)
Proceeds from the sale of fixed assets		-			745,237
Net cash (used in) provided by investing activities		(29,835	)		730,999

CASH FLOWS FROM FINANCING ACTIVITIES
Repurchases of common stock		(131,335	)		-
Net cash used in investing activities		(131,335	)		-

NET CHANGE IN CASH AND CASH EQUIVALENTS		(300,449	)		666,981
Cash and cash equivalents, beginning of the period		7,409,873			6,463,255
Cash and cash equivalents, end of the period	$	7,109,424		$	7,130,236

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	16,947		$	51,423

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, 2021 included in our Annual Report on Form 10-K. The results of operations for the three and six months ended June 30, 2022 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.

Risks and Uncertainties

On March 11, 2020, the WHO declared COVID-19 a pandemic. While the Company did not incur significant disruptions to its operations during 2021 and in 2022 to date from COVID-19, it is unable at this time to predict the impact that COVID-19 or new variants of the novel coronavirus will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business.

Concentration of Credit Risk

The Company maintains its cash balances in seven financial institutions. At times, cash balances may 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, 2021, the Company performed a step zero impairment analysis on furniture and fixtures and land improvements and determined there were no qualitative factors that would indicate impairment. No impairment charges were recorded during the six months ended June 30, 2022 and 2021.

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. For grants with market conditions made during the six months ended June 30, 2022, we utilized an annualized volatility of 39.6%, a 0% dividend yield and an annual risk-free interest rate of 3.5% each determined over a period consistent with the performance period associated with the awards with market conditions. The volatility was based on the last five-year period of our stock performance. The stock price projection for us assumes a 0% dividend yield. This is mathematically equivalent to reinvesting dividends in the issuing entity over the performance period. The risk-free interest rate is equal to the yield, as of the measurement date, of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance measurement period.

Share-based compensation expense related to RSUs and PSUs are expensed over the grant date to the end of the requisite service period using the straight-line method. 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, 2022, potentially dilutive shares totaling to 325,416 RSU and PSU shares were excluded in the calculation of earnings per share as their effect is anti-dilutive due to the Company's net loss for such periods. There were no dilutive shares outstanding for the three and six months ended June 30, 2021.

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, 2022 and 2021.

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 and 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	Methods and/or Assumptions

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

Equity Investment in mutual funds:	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, 2022				December 31, 2021
Financial Assets:	Level	Carrying Value		Fair Value		Carrying Value		Fair Value

Cash and cash equivalents	1	$	7,109,424	$	7,109,424	$	7,409,873	$	7,409,873
Equity investment in mutual funds	1		505,144		502,866		504,606		502,832
Total		$	7,614,568	$	7,612,290	$	7,914,479	$	7,912,705

Note 3: Property and Equipment

Property and equipment consisted of the following:

	June 30,			December 31,
	2022			2021

Land	$	6,815,711		$	6,815,147
Timber		2,231,273			2,214,985
Equipment		120,873			108,602
		9,167,857			9,138,734
Accumulated depreciation		(83,686	)		(82,496	)
Total	$	9,084,171		$	9,056,238

During the six months ended June 30, 2022 and 2021, the Company had a gain on sale of land of $0 and $590,265, respectively.

Depreciation expense was $1,190 and $1,010 for the six months ended June 30, 2022 and 2021.

Depletion expense was $174 and $430 for the six months ended June 30, 2022 and 2021, 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.

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

	Six Months Ended June 30,		Year Ended December 31,
	2022		2021
Identifiable Assets, net of accumulated depreciation
Timber	$	2,231,273	$	2,214,985
General corporate assets		14,755,470		14,840,102
Total		16,986,743		17,055,087

Capital expenditures:
Timber	$	16,462	$	18,606
Surface		565		4,063
General corporate assets		12,270		-
Total segment costs and expenses	$	29,297	$	22,669

Depreciation and depletion
Oil and gas	$	-	$	-
Timber		174		563
General corporate assets		1,190		2,027
Total	$	1,364	$	2,590

	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Revenues:
Oil and gas	$	141,714		$	99,202	$	224,142		$	149,347
Timber sales		88,637			49,414		110,379			102,941
Surface revenue		79,863			62,690		157,609			113,894
Total segment revenues		310,214			211,306		492,130			366,182

Cost and expenses:
Oil and gas costs		14,615			9,445	$	20,350		$	17,666
Timber costs		2,950			4,255		3,185			5,213
Surface costs		-					5,129			-
Total segment costs and expenses		17,565			13,700		28,664			22,879

Net income from operations:
Oil and gas		127,099			89,757	$	203,792		$	131,681
Timber		85,687			45,159		107,194			97,728
Surface		79,863			62,690		152,480			113,894
Total segment net income from operations		292,649			197,606		463,466			343,303
Unallocated other income (expense) before income taxes		(593,870	)		40,013		(761,096	)		347,309
Income (loss) before income taxes	$	(301,221	)	$	237,619	$	(297,630	)	$	690,612

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, 2021. 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.

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, the Company exercised the OTL and entered into a lease in exchange for a payment by Stream Wetlands of $38,333. 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. Matilda Stream Management provides administrative and accounting services to the Company for no compensation.

Surface revenue-related party was $19,167 and $19,166 for the six months ended June 30, 2022 and 2021, respectively. All of these amounts were attributable to the OTL with Stream Wetlands described above.

Note 7: Concentrations

Revenue from the Company's five largest customers for the three months ended June 30, 2022 and 2021, respectively were:

	Six Months Ended June 30,
Count	2022		2021
1	$	63,096	$	54,300
2		56,089		49,324
3		34,872		28,679
4		34,003		26,644
5		33,073		24,535

Note 8: Share-Based Compensation

During the six months ended June 30, 2022, the Company issued to certain employees an aggregate of 76,755 RSUs that vest over a three-year period through July 15, 2024 and 280,245 PSUs 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. No awards were issued in 2021. As of the date of grant, 31,584 PSUs were vested and issued to employees.

The share-based compensation expense recognized is included in general and administrative expense in the consolidated statements of operations. The total fair value of the awards were $2,794,169 of which $2,379,878 was unrecognized stock-based compensation expense as of June 30, 2022.

The plan participants elected to have the Company withhold 10,166 shares of the 31,584 shares earned to cover the employee payroll tax withholdings for the vested shares earned during the three-month period ended June 30, 2022. These shares are reported as treasury stock on the balance sheet.

The share-based compensation expense recognized by award type was $19,496 and $394,795 for RSUs and PSUs, respectively, for the six months ended June 30, 2022.

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, 2021 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 28, 2022.

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.

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. We cannot assure you that the Board’s evaluations or the Company’s due diligence activities will result in any transaction or other course of action.

Recent Developments

In the first quarter of 2019, the Company began developing several ranchette-style subdivisions on certain of its lands in Calcasieu and Beauregard Parishes using existing road rights of way. The Company has identified demand in those areas for ranchette-style lots, which consist of more than three acres each, and the Board of Directors and management believe this project will allow the Company to realize a return on its investment in the applicable lands after payment of expenses. The Company has completed and recorded plats for 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, 2022, the Company has closed on the sale of 21 of the 39 lots. As of the date of this report no sales were pending, and 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.

Results of Operations

Summary of Results

The Company’s results of operations for the six months ended June 30, 2022 were driven primarily by an increase in oil and gas, timber 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 officer compensation, payroll expenses, audit fees and legal fees.

Revenue – Three Months Ended June 30, 2022

Total revenues for the three months ended June 30, 2022 were $310,214, an increase of approximately 46.8% when compared with the same period in 2021. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the three months ended June 30, 2022 as compared to 2021, are as follows:

	Three Months Ended June 30,
	2022		2021		Change from Prior Year		Percent Change from Prior Year
Revenues:
Oil and gas	$	141,714	$	99,202	$	42,512		42.9	%
Timber		88,637		49,414		39,223		79.4	%
Surface		79,863		62,690		17,173		27.4	%
Total revenues	$	310,214	$	211,306	$	98,908		46.8	%

Oil and Gas

Oil and gas revenues were 46% and 47% of total revenues for the three months ended June 30, 2022 and 2021, respectively. A breakdown of oil and gas revenues for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 is as follows:

	Three Months Ended June 30,
	2022		2021		Change from Prior Year			Percent Change from Prior Year
Oil	$	129,897	$	88,967	$	40,930			46.0	%
Gas		10,643		8,740		1,903			21.8	%
Lease and geophysical		1,174		1,495		(321	)		(21.5	)%
Total revenues	$	141,714	$	99,202	$	42,512			42.9	%

CKX received oil and/or gas revenues from 65 and 66 wells during the three months ended June 30, 2022 and 2021, respectively.

The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF for the three months ended June 30, 2022 and 2021:

	Three Months Ended
	June 30,
	2022		2021
Net oil produced (Bbl)(2)		1,302		1,569
Average oil sales price (per Bbl)(1,2)	$	99.77	$	56.70
Net gas produced (MCF)		1,807		2,828
Average gas sales price (per MCF)(1)	$	5.89	$	3.09

(1)

Before deduction of production costs and severance taxes

(2)

Excludes plant products

Oil revenues increased for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $40,930. Gas revenues increased for the three months ended June 30, 2022, as compared to the same period in 2021, by $1,903. As indicated from the schedule above, the increase in oil revenues was due to an increase in the average oil sales price per barrel partially offset by a decrease in the net oil produced. The increase in gas revenues was due to an increase in average gas sales price per MCF partially offset by a decrease in net gas produced.

Lease and geophysical revenues decreased for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $321. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

Timber

Timber revenue was $88,637 and $49,414 for the three months ended June 30, 2022 and 2021, respectively. The increase in timber revenues was due to normal business variations in timber customers’ harvesting.

Surface

Surface revenues increased for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $17,173. This increase is due to a one-time oil and gas delay rental from an operator to postpone commencement of drilling during the primary term of lease, multiple one-time right of way income, and new surface leases.

Revenue – Six Months Ended June 30, 2022

Total revenues for the six months ended June 30, 2022 were $492,130, an increase of approximately $125,948 when compared with the same period in 2021. Total revenue consists of oil and gas, timber, and surface revenues. Components of revenues for the six months ended June 30, 2022 as compared to 2021, are as follows:

	Six Months Ended June 30,
	2022		2021		Change from Prior Year		Percent Change from Prior Year
Revenues:
Oil and gas	$	224,142	$	149,347	$	74,795		50.1	%
Timber sales		110,379		102,941		7,438		7.2	%
Surface revenue		157,609		113,894		43,715		38.4	%
Total revenues	$	492,130	$	366,182	$	125,948		34.4	%

Oil and Gas

Oil and gas revenues were 46% and 41% of total revenues for the six months ended June 30, 2022 and 2021, respectively. A breakdown of oil and gas revenues for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021 is as follows:

	Six Months Ended June 30,
	2022		2021		Change from Prior Year		Percent Change from Prior Year
Oil	$	196,832	$	125,446	$	71,386		56.9	%
Gas		24,425		21,661		2,764		12.8	%
Lease and geophysical		2,885		2,240		645		28.8	%
Total revenues	$	224,142	$	149,347	$	74,795		50.1	%

CKX received oil and/or gas revenues from 67 and 69 wells during the six months ended June 30, 2022 and 2021, respectively.

The following schedule summarizes barrels and MCF produced and average price per barrel and per MCF for the six months ended June 30, 2022 and 2021:

	Six Months Ended
	June 30,
	2022		2021
Net oil produced (Bbl)(2)		2,149		2,322
Average oil sales price (per Bbl)(1,2)	$	91.59	$	54.02
Net gas produced (MCF)		4,608		7,284
Average gas sales price (per MCF)(1)	$	5.30	$	2.97

(1)

Before deduction of production costs and severance taxes

(2)

Excludes plant products

Oil revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $71,386. Gas revenues increased for the six months ended June 30, 2022, as compared to the same period in 2021, by $2,764. As indicated from the schedule above, the increase in oil revenues was due to an increase in the average oil sales price per barrel partially offset by a decrease in net oil produced. The increase in gas revenues was due to an increase in the average price per MCF partially offset by net gas produced.

Lease and geophysical revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $645. These revenues are dependent on oil and gas producers’ activities, are not predictable and can vary significantly from year to year.

Timber

Timber revenue was $110,379 and $102,941 for the six months ended June 30, 2022 and 2021, respectively. The increase in timber revenues was due to normal business variation in timber customers’ harvesting.

Surface

Surface revenues increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $43,715. This increase is due to multiple one-time oil and gas delay rentals from operators to postpone commencement of drilling during the primary term of lease, income from multiple one-time right of way payments, and new surface leases.

Costs and Expenses – Three and Six Months Ended June 30, 2022

Oil and gas costs increased for the three and six months ended June 30, 2022 as compared to the three and six months ended June 30, 2021 by $5,170, and $2,684, respectively. These variances are due to the normal variations in year to year costs.

Timber costs decreased for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $1,305. Timber costs decreased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, by $2,028. Timber costs are related to timber revenue.

General and administrative expenses increased for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, by $448,979. This is primarily due to an increase in officer compensation and payroll expenses. General and administrative expenses increased for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021 by $518,244. This is primarily due to an increase in officer compensation, payroll expenses, auditing fees and legal fees.

Gain on Sale of Land – Three and Six Months Ended June 30, 2022

Gain on sale of land was $0 and $184,045 for the three months ended June 30, 2022 and 2021, respectively. Gain on sale of land was $0 and $590,265 for the six months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2021, this consisted of a gain on sale of fourteen pieces of land including twelve lots in subdivisions and unimproved land.

Liquidity and Capital Resources

Sources of Liquidity

Current assets totaled $7,902,572 and current liabilities equaled $181,887 at June 30, 2022.

As of June 30, 2022 and December 31, 2021, 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 used in operating activities was $139,279 and $64,018 for the six months ended June 30, 2022 and June 30, 2021, respectively. The change was attributable primarily to a decrease in net income attributable to a decrease in gain on sale of land and increase in share-based compensation.

Net cash (used in) provided by investing activities was ($29,835) and $730,999 for the six months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022, this primarily resulted from purchases of mutual funds of $538, purchases of property, plant and equipment of $12,835 and costs of reforesting timber of $16,462. For the six months ended June 30, 2021, this primarily resulted from proceeds from the sale of fixed assets of $745,237 offset by purchases of mutual funds of $124 and costs of reforesting timber of $14,114.

Net cash used in financing activities was $131,335 and $0 for the six months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022, this resulted from repurchases of common stock of $131,335.

Significant Accounting Polices and Estimates

There were no changes in our significant accounting policies and estimates during the six months ended June 30, 2022 from those set forth in “Significant Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2021.

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, 2022, we do 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, 2022, 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, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEMS 1 – 5. NOT APPLICABLE

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the second quarter of fiscal 2022, the Company repurchased shares of its common stock as follows:

Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares Purchased(1)		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May yYet Be Purchased Under the Plans or Programs
Apr. 1 – Apr 30, 2022		--		--		--		--
May 1 – May 31, 2022		--		--		--		--
Jun. 1 – Jun. 30, 2022		10,166	$	12.92		--		--
Total		10,166	$	12.92		--		--

(1)	All purchases were made pursuant to the Company’s 2021 Stock Incentive Plan under which shares were withheld to satisfy tax withholding obligations. The Company does not have a share repurchase program.

ITEMS 3 – 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 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 001-31905) filed on August 9, 2019).

	10.1+	First Amended and Restated Executive Employment Agreement between the Registrant and William Gray Stream dated May 9, 2022 (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 001-31905) filed on May 9, 2022.

	10.2+	Executive Employment Agreement between the Registrant and Scott Stepp dated May 9, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K (File N. 001-31905) filed on May 9, 2022.

	10.3+*	Stock Award Agreement dated June 13, 2022 between the Registrant and Scott A. Stepp.

	10.4+*	Stock Award Agreement dated June 13, 2022 between the Registrant and W. Gray Stream.

	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
	₊	Management contract or compensatory plan or arrangement

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 11, 2022

CKX LANDS, INC.

By:

*/s/ W. Gray Stream*
W. Gray Stream
President
(Principal executive officer)

ex_407230.htm

Exhibit 10.3

CKX LANDS, INC.

STOCK AWARD AGREEMENT

This STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of the 13th day of June 2022 (the “Grant Date”), by and between Scott Adams Stepp (the “Participant”) and CKX Lands, Inc. (the “Company”), sets forth the terms and conditions of an Award issued pursuant to the CKX Lands, Inc. Stock Incentive Plan adopted on May 6, 2021 (the “Plan”) and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1.	Grant and Vesting of Awards.

(a) As a reward for past service or in consideration of and as an incentive to the Participant’s performance of future services on behalf of the Company, and for no additional consideration, the Company hereby grants to the Participant, as of the Grant Date, an Award of 178,498 Shares, subject to the terms and conditions set forth herein and in the Plan. Twenty-one and one-half percent (21.5%) of the Award, or 38,377 Shares, shall consist of Restricted Stock Units and seventy-eight and one-half percent (78.5%) of the Award, or 140,121 Shares, shall consist of Performance Shares. The Award is subject to forfeiture as provided herein and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death.

(b) Except as otherwise provided in this Agreement or the Plan, the Restricted Stock Units shall vest incrementally and no longer be subject to forfeiture or any transfer restrictions hereunder according to the schedule below, so long as the Participant has remained continuously employed by the Company from the Grant Date through the applicable vesting date.

Vesting Date	Percentage of Granted RSUs that Vests
July 15, 2022	19.05% (or 7,311 RSUs)
July 15, 2023	33.33% (or 12,791 RSUs)
July 15, 2024	47.62% (or 18,275 RSUs)

The period starting July 15, 2021 through July 15, 2024 is referred to herein as the “Restriction Period.”

(c) Except as otherwise provided in this Agreement or the Plan, the Performance Shares granted hereunder shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder upon the attainment of the following stock price performance targets, so long as the Participant has remained continuously employed by the Company from the Grant Date through the date on which the applicable target is met:

(i)

If the closing price of a Share on the NYSE American stock exchange or such other stock exchange on which the Shares are then listed (the “Exchange”) equals or exceeds $12.00 for at least ten consecutive trading days at any time during the period starting July 15, 2020 through July 15, 2024 (the “Performance Period”), the Company shall issue to the Participant a number of Shares equal to 11.27% of the granted Performance Shares (or 15,792 Shares);

(ii)

If the closing price of a Share on the Exchange equals or exceeds $13.00 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 18.47% of the granted Performance Shares (or 25,880 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i));

(iii)

If the closing price of a Share on the Exchange equals or exceeds $14.00 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 16.86% of the granted Performance Shares (or 23,624 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i) or Section 1(c)(ii));

(iv)

If the closing price of a Share on the Exchange equals or exceeds $14.50 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 22.37% of the granted Performance Shares (or 31,345 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i), Section 1(c)(ii) or Section 1(c)(iii); and

(v)

If the closing price of a Share on the Exchange equals or exceeds $15.00 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 31.03% of the granted Performance Shares (or 43,480 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i), Section 1(c)(ii), Section 1(c)(iii) or Section 1(c)(iv)).

For clarity, any Performance Shares that do not vest in accordance with their terms before the expiration of the Performance Period shall lapse and the Shares to which they relate will not be earned.

(d) In the event (i) the Company terminates the Participant’s employment without Cause, or Executive terminates his employment with Good Reason, (ii) the Participant’s employment with the Company is terminated by reason of death or Disability, or (iii) a Change in Control occurs, a pro rata amount of the RSUs granted hereby that have not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder according to the number of months of the Restriction Period that have elapsed as of the date of such termination or Change in Control, plus six months. Any RSUs or Performance Shares that are not vested as of the date of any termination of employment or service with the Company of the Participant shall be forfeited immediately upon such termination, except to the extent accelerated vesting is provided for in the preceding sentence. The Board may take whatever action it deems necessary or desirable and in accordance with the Plan with respect to any unvested RSUs or Performance Shares that do not vest automatically in the event of a Change in Control, provided that the Participant may take appropriate action with respect to such unvested awards if the Committee’s action would limit the Participant’s rights.

(e) For purposes of this Agreement, the terms “Cause,” “Disability” and “Good Reason” shall have the meanings assigned to those terms in Participant’s Executive Employment Agreement dated May 5, 2022.

2.	Issuance of Shares.

No later than sixty (60) days following each date on which RSUs or Performance Shares vest pursuant to this Agreement, the Company shall settle such vested Awards by issuing to the Participant a number of Shares equal to the number of RSUs or Performance Shares, as applicable, that have vested, in either certificated or book-entry form as the Company shall elect (subject to Section 6 pertaining to the withholding of taxes and Section 14 pertaining to the Securities Act of 1933, as amended (the “Securities Act”)); provided, however, that the Board may cause such legend or legends to be placed on any such Shares as it may deem advisable under Applicable Law.

3.	No Rights as a Stockholder.

Except as otherwise provided in this Agreement or the Plan, the Participant shall not have any rights of a stockholder of the Company, including the right to vote and the right to receive any dividends or other distributions, with respect to unvested RSUs or Performance Shares.

4.	Adjustments.

If any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, or any corporate transaction such as a reorganization, reclassification, merger or consolidation or separation, including a spin-off of the Company or sale or other disposition by the Company of all or a portion of its assets, any other change in the Company’s corporate structure, or any distribution to stockholders (other than a cash dividend) results in the outstanding Shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares or other securities of the Company, or for shares of stock or other securities of any other corporation, or new, different or additional shares or other securities of the Company or of any other corporation being received by the holders of outstanding Shares, then the Shares to which the Participant is entitled to hereunder in respect of RSUs and Performance Shares shall be treated and/or adjusted in the same manner as the outstanding Shares of the Company.

5.	Validity of Share Issuance.

The RSUs and Performance Shares have been duly authorized by all necessary corporate action of the Company and when Shares underlying vested RSUs or Performance Shares are issued, such Shares will be validly issued, fully paid and non-assessable.

6.	Taxes and Withholding.

As soon as practicable on or after each date as of which an amount first becomes includible in the gross income of the Participant for federal income tax purposes with respect to this Award, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, or the Company may deduct or withhold from any cash or property payable to the Participant, an amount equal to all federal, state, local and foreign taxes that are required by Applicable Law to be withheld with respect to such includible amount. Notwithstanding anything to the contrary contained herein, the Participant may discharge this withholding obligation by directing the Company in settling the vested portion of this Award to withhold Shares having a Fair Market Value on the date that the withholding obligation is incurred equal to the amount of tax required to be withheld.

Notices.

Any notice to the Company provided for in this Agreement shall be in writing and shall be addressed to it in care of its President at its principal executive offices, and any notice to the Participant shall be addressed to the Participant at the current address shown on the records of the Company. Any notice shall be deemed to be duly given if and when hand delivered, when sent via registered or certified U.S. Mail, postage prepaid, return receipt requested, or sent via overnight delivery service.

8.	Legal Construction.

(a) Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or this Agreement under any law with respect to which the Plan or this Agreement is intended to qualify, or would cause compensation deferred under the Plan to be includible in a Plan participant’s gross income pursuant to Section 409A(a)(1) of the Internal Revenue Code of 1986, as amended, as determined by the Board, such provision shall be construed or deemed amended to conform to Applicable Law or, if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Agreement, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.

(b) Gender and Number. Where the context admits, words in any gender shall include the other gender, words in the singular shall include the plural and words in the plural shall include the singular.

(c) Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana.

9.	Incorporation of Plan.

This Agreement and the Award made pursuant hereto are subject to, and this Agreement hereby incorporates and makes a part hereof, all terms and conditions of the Plan that are applicable to Agreements and Awards generally and to RSUs and Performance Shares in particular. The Board has the right to interpret, construe and administer the Plan, this Agreement and the Award made pursuant hereto. All acts, determinations and decisions of the Board made or taken pursuant to grants of authority under the Plan or with respect to any questions arising in connection with the administration and interpretation of the Plan, including the severability of any and all of the provisions thereof, shall be in the Board’s sole discretion and shall be conclusive, final and binding upon all parties, including the Company, its stockholders, Participants, Eligible Participants and their estates, beneficiaries and successors. The Participant acknowledges that he has received a copy of the Plan.

10.	No Implied Rights.

Neither this Agreement nor the issuance of any Shares shall confer on the Participant any right with respect to continuance of employment or other service with the Company. Except as may otherwise be limited by a written agreement between the Company and the Participant, and acknowledged by the Participant, the right of the Company to terminate at will the Participant’s employment with it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by the Company.

11.	Integration.

This Agreement and the other documents referred to herein, including the Plan, or delivered pursuant hereto, contain the entire understanding of the parties with respect to their subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein or in the Plan and restrictions imposed by the Securities Act and applicable state securities laws. This Agreement, including the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

12.	Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically in Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. Any party delivering an executed counterpart of this Agreement by facsimile or PDF also may deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

13.	Amendments.

The Board may, at any time, without consent of or receiving further consideration from the Participant, amend this Agreement and the Award made pursuant hereto in response to, or to comply with changes in, Applicable law. To the extent not inconsistent with the terms of the Plan, the Board may, at any time, amend this Agreement in a manner that is not unfavorable to the Participant without the consent of the Participant. The Board may amend this Agreement and the Award made pursuant hereto otherwise with the written consent of the Participant.

14.	Securities Act.

(a) The issuance and delivery to the Participant of the Shares issuable upon vesting of the RSUs and Performance Shares have been registered under the Securities Act by a Registration Statement on Form S-8 that has been filed with the Securities and Exchange Commission (“SEC”) and has become effective. The Participant acknowledges receipt from the Company of its Prospectus dated May 25, 2022, relating to the Award.

(b) If the Participant is an “affiliate” of the Company, which generally means a director, executive officer or holder of 10% or more of its outstanding Shares, at the time Shares in respect of vested RSUs or Performance Shares are issued to the Participant, then any certificates for such Shares shall bear, or the relevant book entry for the Shares in the records of the Company’s transfer agent shall reflect, the following legend or other similar legend then being generally used by the Company for Shares held by its affiliates:

“THESE SHARES MUST NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS EXEMPT FROM REGISTRATION THROUGH COMPLIANCE WITH RULE 144 OR WITH ANOTHER EXEMPTION FROM REGISTRATION.”

The Company shall remove such legend upon request by the Participant if, at the time of such request, the shares are eligible for sale under SEC Rule 144(b)(1), or any provision that has replaced it, in the opinion of the Company’s counsel.

15.	Arbitration.

ANY CONTROVERSIES, CLAIMS OR DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. SUCH ARBITRATION SHALL BE BEFORE A SINGLE ARBITRATOR CHOSEN UNDER AMERICAN ARBITRATION ASSOCIATION (“AAA”) RULES AT A LOCATION AGREED TO BY THE PARTIES, OR IF THE PARTIES FAIL TO AGREE, IN LAKE CHARLES, LOUISIANA. SUCH ARBITRATION SHALL BE BINDING UPON BOTH PARTICIPANT AND COMPANY AND SHALL BE CONDUCTED BY THE AAA UNDER ITS RULES, INCLUDING THE SELECTION OF THE ARBITRATOR, WHICH SHALL BE ACCOMPLISHED IN ACCORDANCE WITH THE RULES OF THE AAA. THE AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL, AND JUDGMENT MAY BE ENTERED UPON IT IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES FURTHER AGREE THAT THE PREVAILING PARTY IN SUCH ARBITRATION SHALL BE ENTITLED TO RECOVER THE COSTS OF SUCH ARBITRATION FROM THE OTHER PARTY INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE UNDER APPLICABLE LAW IN ANY COURT HAVING JURISDICTION THEREOF.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN PARTICIPANT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS WHO MAY BE SIMILARLY SITUATED. PARTICIPANT AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND (2) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS WILL BE LIMITED TO ACTUAL DAMAGES INCURRED, IF ANY.

IN WITNESS WHEREOF, the Participant has executed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first written above.

		CKX LANDS, INC.

		By:


		/s/ William Gray Stream
		William Gray Stream
		President


		PARTICIPANT:


		/s/ Scott A. Stepp
		Scott A. Stepp

ex_407231.htm

Exhibit 10.4

CKX LANDS, INC.

STOCK AWARD AGREEMENT

This STOCK AWARD AGREEMENT (this “Agreement”), made and entered into as of the 13th day of June 2022 (the “Grant Date”), by and between William Gray Stream (the “Participant”) and CKX Lands, Inc. (the “Company”), sets forth the terms and conditions of an Award issued pursuant to the CKX Lands, Inc. Stock Incentive Plan adopted on May 6, 2021 (the “Plan”) and this Agreement. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.

1.	Grant and Vesting of Awards.

(a) As a reward for past service or in consideration of and as an incentive to the Participant’s performance of future services on behalf of the Company, and for no additional consideration, the Company hereby grants to the Participant, as of the Grant Date, an Award of 178,502 Shares, subject to the terms and conditions set forth herein and in the Plan. Twenty-one and one-half percent (21.5%) of the Award, or 38,378 Shares, shall consist of Restricted Stock Units and seventy-eight and one-half percent (78.5%) of the Award, or 140,124 Shares, shall consist of Performance Shares. The Award is subject to forfeiture as provided herein and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death.

Vesting Date	Percentage of Granted RSUs that Vests
July 15, 2022	19.05% (or 7,311 RSUs)
July 15, 2023	33.33% (or 12,791 RSUs)
July 15, 2024	47.62% (or 18,276 RSUs)

The period starting July 15, 2021 through July 15, 2024 is referred to herein as the “Restriction Period.”

(i)

(ii)

If the closing price of a Share on the Exchange equals or exceeds $13.00 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 18.47% of the granted Performance Shares (or 25,881 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i));

(iii)

If the closing price of a Share on the Exchange equals or exceeds $14.00 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 16.86% of the granted Performance Shares (or 23,625 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i) or Section 1(c)(ii));

(iv)

If the closing price of a Share on the Exchange equals or exceeds $14.50 for at least ten consecutive trading days at any time during the Performance Period, the Company shall issue to the Participant a number of Shares equal to an additional 22.37% of the granted Performance Shares (or 31,346 Shares) (in addition to any Shares issued or issuable pursuant to Section 1(c)(i), Section 1(c)(ii) or Section 1(c)(iii); and

(v)

For clarity, any Performance Shares that do not vest in accordance with their terms before the expiration of the Performance Period shall lapse and the Shares to which they relate will not be earned.

(e) For purposes of this Agreement, the terms “Cause,” “Disability” and “Good Reason” shall have the meanings assigned to those terms in Participant’s First Amended and Restated Executive Employment Agreement dated May 5, 2022.

2.	Issuance of Shares.

3.	No Rights as a Stockholder.

4.	Adjustments.

5.	Validity of Share Issuance.

6.	Taxes and Withholding.

Notices.

8.	Legal Construction.

(b) Gender and Number. Where the context admits, words in any gender shall include the other gender, words in the singular shall include the plural and words in the plural shall include the singular.

(c) Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana.

9.	Incorporation of Plan.

10.	No Implied Rights.

11.	Integration.

12.	Counterparts.

13.	Amendments.

14.	Securities Act.

15.	Arbitration.

		CKX LANDS, INC.

		By:


		/s/ Lee W. Boyer
		Lee W. Boyer
		Corporate Secretary


		PARTICIPANT:


		/s/ William Gray Stream
		William Gray Stream

Exhibit 31.1

CERTIFICATION

I, W. Gray Stream, certify that:

1.	I have reviewed this Form 10-Q for the quarter ended June 30, 2022 (this “report”) 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 11, 2022

*/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, 2022 (this “report”) 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 11, 2022

*/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, 2022 (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 11, 2022

*/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

(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 11, 2022

*/s/ Scott A. Stepp*
Scott A. Stepp
Chief Financial Officer
(Principal financial officer)

ckx-20220630.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA

ckx-20220630_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

ckx-20220630_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE

ckx-20220630_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

ckx-20220630_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE