Keweenaw Land Reports Third Quarter Results


IRONWOOD, Mich., Nov. 21, 2018 (GLOBE NEWSWIRE) -- Keweenaw Land Association, Limited (KEWL: OTC US) today reported financial and operating results for the three months ended September 30, 2018.  Revenue from all sources increased by 57% year over year from $3.7 million in the third quarter of 2017 to $5.8 million in 2018.  Results were bolstered by higher timber sales revenue and a land sale to the US Forest Service, which resulted in the company realizing a net gain of $1.0 million.  Including the land sale, EBITDA was $1.6 million compared to $0.4 million for the same period in 2017.  Net Income for the quarter was $1.2 million compared to $0.1 million for the same period in 2017.

Timber operations

Revenue from timber operations was $4.6 million compared to $3.5 million in third quarter of 2017, a 31% increase from last year.  Timber sales volume was 34 thousand cord equivalent units (“cd-eq”) in the third quarter compared to 29 thousand cd-eq in the same period of 2017, a 17% increase. The percentage of timber sold as sawtimber also increased to 25% compared to 22% in the third quarter of 2017.  Sales realization for the quarter was $133 compared to $122 per cd-eq for the same period in 2017, an increase of 9%.  Favorable product mix and pricing for sawbolts were the primary drivers of the improved timber sales revenue.

Cost of goods sold, which includes logging, freight, road building, sort yard allocation costs, and depletion totaled $96 per cd-eq compared to $90 per cd-eq for the third quarter of 2017.  Nearly the entire increase was attributable to higher freight costs due to construction delays along a major highway that required trucks to detour up to 30 miles to make deliveries to the Keweenaw Log Yard in Ironwood.  This route was recently reopened in October and normal trucking has resumed.  Despite higher costs, gross profit contribution from timber operations improved to $37 per cd-eq compared to $32 cd-eq for the third quarter in 2017.  Gross profit for the period increased by 33% to $1.4 million.

Other income

Other income including mineral royalties, lease and rental income, investment earnings and land sales were $1.2 million in the third quarter of 2018, up from $0.2 million in the third quarter of 2017. On September 27, 2018, the Company closed on the sale of 1,811 acres of land to the USDA-Forest Service in Gogebic County, Michigan for approximately $1.4 million.  The property was located in a remote area with limited access and was considered non-strategic to the Company’s core operations.  The net gain realized on the sale after expenses which included Commercial Forest Act withdrawal penalties and the timber basis was $1.0 million, as highlighted in the “Land Sales” line of the income statement. 

Option Agreement for the sale of conservation easement to State of Wisconsin

The Company continued to move forward with the previously announced 14,352-acre conservation easement sale per the terms of an Option agreement dated July 24th, 2018 between Keweenaw and the State of Wisconsin, Department of Natural Resources, including a price of $5.7 million dollars, with $0.4 million of the proceeds to be set aside in an endowment to assist in covering annual costs of repairs and maintenance on specific access roads on the property. The project is proceeding through the review process led by the Wisconsin Department of Natural Resources before submission to the Wisconsin Natural Resource Board which is anticipated to occur in December.  While we expect the review and approval process to be routine, and a possible completion of the sale in the first quarter of 2019, regulatory processes are inherently unpredictable.  There can be no assurance that such closing will actually occur.

Update on Management and Board Matters

The Board believes its over-arching goals are two-fold: To maximize the Company’s intrinsic value and to address any gap that might exist between intrinsic value and the stock market price.  In pursuit of these longer-term objectives, the Board has identified as its first-order priorities overhauling the Company’s corporate governance structure- to empower shareholders and facilitate improved capital allocation decisions- and increasing cash flows without compromising long-term harvest sustainability.  Over the near-term, the Board is also actively addressing the management continuity challenges.

The Board has continued to address the way the Board and Committees operate putting in place new committee charters which will be available on the Company’s website.  The Board, with the Nominating and Governance Committee, is also working on proposals for amendments to the Articles of Incorporation and bylaws to address director accountability to shareholders and the Company’s various corporate defenses, including the staggered board (which in many cases will require shareholder approval to change).  We expect there to be considerable progress on this front by the 2019 Annual Meeting.

As previously disclosed, Brian Glodowski will leave the Company on December 1 when his settlement contract expires.  Brian will remain available in a consulting capacity to assist on transition issues as they arise.  On behalf of the shareholders, the Board would like to thank Brian for his 25 years of service to the Company.

On October 15, the Board promoted Mark Sherman from Operations Manager to Chief Operating Officer.  He will also become President on December 1 when Brian departs.  Mark is an experienced production forester who has managed the Company’s timber operations since 2015.  Prior to joining the Company, Mark worked at Plum Creek where his responsibilities as Operations Manager included all aspects of production and sales for over 500,000 acres in the Lake States.  Mark’s expanded role will include oversight of the Company’s real estate efforts, which he managed prior to 2015 for the Company.

The Executive Search Committee continues with the process of finding a new CFO for the Company.  In the meantime, former CFO James J. Simmons Jr. is serving as the Company’s interim Treasurer in place of Bonita Estola, who has resigned.  The Company has also retained a respected industry consultant, American Forest Management, to help increase productivity by streamlining the Company’s accounting-related workflows and improving functionality provided by the Company’s log accounting and general ledger systems.

The Audit Committee is in the late stages of a process to identify and retain a PCAOB-certified independent accounting firm to conduct the Company’s 2018 financial audit.  PCAOB certification is a pre-requisite to a listing on any exchange, and important for complying with Pink Sheet/ OTC Markets information requirements that have created issues recently for some investors given transfer restrictions imposed by custodians.  The Company is also working toward providing more robust financial information in its reports to shareholders, targeting its annual disclosure for 2018.

The Board has decided that the Company will not elect REIT status for 2018.  While the Company has implemented the structural changes to do so, the Board concluded that the value of the expected tax benefits from converting in 2018 are insufficient to justify the reduction in balance sheet flexibility including the reduction in available cash that would result from the conversion.  The Board intends to evaluate the benefits of becoming a REIT on an ongoing basis. 

As we focus on 2019, with an enhanced corporate structure, and cash flow profile, we look forward to updating you on the progress of the Company.

Contact: Paula Aijala, Assistant Secretary, Keweenaw Land Association, Limited, investors@keweenaw.com

About Keweenaw Land Association, Limited: Keweenaw is a forest products and land management company located in Ironwood, Michigan. Keweenaw has land holdings of approximately 183,900 surface acres and over 400,000 acres of mineral rights, located predominantly in the western Upper Peninsula of Michigan and northern Wisconsin. Additional information is available on the Company’s website at www.keweenaw.com.

Forward-Looking Statements: This letter contains forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties and should not be relied upon as predictions of future events or promises of a given course of action. A number of factors such as changing economic conditions, price fluctuations, land use, environmental and other governmental regulations, and risk of loss from natural disasters, could cause actual results to differ materially from those described in the forward-looking statements. As with any investment, past performance is not a guarantee of future results.  The Company is currently not subject to the filing requirements of the Securities Exchange Act of 1934, as amended. The Company is categorized as “not current” under the OTC Pink Sheets.

 

  
KEWEENAW LAND ASSOCIATION, LIMITED 
Consolidated Balance Sheet (Unaudited) 
September 30, 2018 
  
      
ASSETS  Sept. 30, 2018  Sept. 30, 2017 
Current Assets     
  Cash & Cash Equivalents $2,929,803  $2,866,857  
  Accounts Receivable    870,693     530,274  
  Investments in Marketable Securities    2,619,201     3,329,814  
  Other Current Assets    496,964     457,094  
  Total Current Assets    6,916,661     7,184,039  
      
Other Non-Current Assets    2,372     513,973  
Equipment    1,286,087     1,279,894  
Properties    32,196,921     30,518,302  
TOTAL ASSETS    40,402,041     39,496,208  
      
LIABILITIES & CAPITAL     
Current Liabilities     
  Accounts & Deposits Payable $177,260  $38,171  
  Commercial Lines of Credit & Other Debt    -      -   
  Deferred Income Tax Liability    393,564     821,473  
  Other Accrued Liabilities    909,111     538,637  
  Total Current Liabilities    1,479,935     1,398,281  
Non-Current Liabilities     
  Long Term Debt    18,507,338     17,700,000  
  Deferred Income Tax Liability    203,981     284,502  
  Total Non-Current Liabilities    18,711,319     17,984,502  
Total Liabilities    20,191,254     19,382,783  
Capital     
  Common Stock Issued    85,111     85,021  
  Accumulated Other Comprehensive Income    1,195,830     1,426,769  
  Retained Earnings    18,929,846     18,601,635  
Total Capital    20,210,787     20,113,425  
TOTAL LIABILITIES & CAPITAL    40,402,041     39,496,208  
      

 

  
KEWEENAW LAND ASSOCIATION, LIMITED 
EBITDA Consolidated Statement of Income and Expense (Unaudited) 
September 30, 2018 
  
  3rd Quarter Year to Date 
   2018   2017   2018   2017  
INCOME         
Timber Operations         
  Timber Sales $4,587,232   $3,496,250   $10,645,574   $8,112,877   
  Cost of Sales    3,149,315      2,416,492      7,395,036      5,746,286   
  Gross Margin on Timber Sales    1,437,917      1,079,758      3,250,538      2,366,591   
  Forestry, Management & General Admin    865,134      527,798      2,052,295      1,484,252   
  Timber Operations Income (EBITDA)    572,783      551,960      1,198,243      882,339   
Real Estate Development         
  Developed Lot Sales    35,000      -       61,000      -    
  Development Costs    34,371      -       59,562      -    
  Gross Margin on Developed Lot Sales    629      -       1,438      -    
Total Operations Income    573,412      551,960      1,199,681      882,339   
Other Income         
  Mineral Royalties    10,407      5,381      15,155      10,002   
  Lease and Rental Income    61,095      91,027      187,085      136,404   
  Investment Earnings    13,095      11,344      59,153      76,128   
  Profit (Loss) on Security Sales    -       -       -       -    
  Land Sales    1,053,859      -       1,064,932      112,153   
  Other    27,073      56,585      120,634      146,341   
Total Other Income    1,165,529      164,337      1,446,959      481,028   
          
Other Land And Board Expense    144,704      286,506      938,015      873,601   
          
  EBITDA    1,594,237      429,791      1,708,625      489,766   
          
  Depletion, Depreciation, and Amortization    182,958      192,920      479,624      428,100   
          
  EBIT    1,411,279      236,871      1,229,001      61,666   
          
  Interest Expense    178,592      125,789      495,552      318,266   
  Change of Control Agreements    (2,502)    -       1,280,791      -    
          
          
Earnings Before Income Taxes    1,235,189      111,082      (547,342)    (256,600) 
Provision for State and Federal Income Taxes    17,058      31,389      (187)    102,204   
          
Net Income (Loss)    1,218,131      79,693      (547,155)    (358,804) 
          
Other Comprehensive Income, Net of Tax         
  Unrealized Gains (Losses) on Securities         
  Unrealized Holding Gains Arising         
  During the Period    212,444      (14,508)    48,217      253,838   
  Less:  Reclassification Adj. For Gains         
  Included in Net Income    -       -       -       -    
Other Comprehensive Income    212,444      (14,508)    48,217      253,838   
          
Comprehensive Income    1,430,575      65,185      (498,938)    (104,966) 
          
Net Gain (Loss) Per Share:         
Basic $0.94   $0.06   ($0.42) ($0.28) 
Diluted $0.94   $0.06   ($0.42) ($0.28) 
          
Comprehensive Net Gain (Loss) Per Share:         
Basic $1.10   $0.05   ($0.38) ($0.08) 
Diluted $1.10   $0.05   ($0.38) ($0.08) 
          
Weighted Average Shares Outstanding:         
Basic    1,301,550      1,300,174      1,301,550      1,300,174   
Diluted    1,302,125      1,300,174      1,302,125      1,300,174   


______________________

*In the Q3 2018 period, Keweenaw incurred $0.3 million in Professional Service expenses, recorded a de minimis ($2,502) credit for change of control expenses and had no expense related to proxy expenses or the previous Chairman’s fee. September 2018 Year to date, Keweenaw incurred $0.8 million in professional service expenses, $1.3 million in change of control expenses, and $0.4 million in proxy expenses and the previous chairman’s fee. Proxy Expenses are included in “Other Land and Board Expense”, while the Chairman’s fee, Professional Service Expenses and Change of Control Payments are included in “Forestry, Management and General Administration.”

 
KEWEENAW LAND ASSOCIATION, LIMITED AND SUBSIDIARIES
Cash Flow Statement (Unaudited)
For the Nine Months Ended September 30, 2018 and 2017 
   
  2018  2017 
Cash Flows Provided by Operating Activities:  
  Net Income$(547,155)$(358,804)
   
  Adjustments to Reconcile Net Income to Net Cash  
  Provided by Operating Activities:  
  Depletion and Depreciation   479,624     428,100  
  Amortization   18,039     -   
  Changes in Operating Assets and Liabilities:  
  Decrease (Increase) in Accounts Receivable   (153,211)   (162,600)
  Decrease (Increase) in Other Current Assets   (69,086)   118,634  
  Decrease (Increase) in Other Non-Current Assets   (2,372)   -   
  Increase (Decrease) in Deposits and  
  Accounts Payable   126,083     (21,207)
  Increase (Decrease) in Deferred Income Taxes   (5,000)   94,299  
  Increase (Decrease) in Other Accrued Liabilities   17,002     (31,477)
  (Gain) Loss on Sale of Securities   -      -   
  Gain on Sale/Retirement of Assets   -      -   
  (Gain) Loss on Sale of Land   (1,066,370)   (112,153)
   
  Net Cash Flow Provided by Operating Activities   (1,202,446)   (45,208)
   
Cash Flows Provided by (Used for) Investing Activities:  
  Net Sales (Purchases) of Property and Equipment   (145,102)   (454,614)
  Purchases of Securities   -      -   
  Proceeds from Sale of Securities   -      -   
  Primary Road Construction   (24,145)   (9,749)
  Purchases of Land   -      (12,977,180)
  Proceeds (Expenditures) from Land Sales/Development   1,274,798     114,450  
   
  Net Cash Flow Provided by (Used for) Investing Activities   1,105,551     (13,327,093)
   
Cash Flows Used for Financing Activities:  
  Payment of Dividends   -      -   
  Operating $1.0MM Commercial Line of Credit Borrowing   -      -   
  Operating $1.0MM Commercial Line of Credit Repayment   -      -   
  Term Loan Borrowing   -      12,700,000  
  Term Loan Repayment   -      -   
  Stock Buy Back   -      -   
  Issuance of Common Stock   120,000     121,080  
   
  Net Cash Flow Used for Financing Activities   120,000     12,821,080  
   
   
Net Cash Flows   23,105     (551,221)
   
Beginning Cash and Cash Equivalents   2,906,698     3,418,078  
   
   
Ending Cash and Cash Equivalents   2,929,803     2,866,857