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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Year ended December 31, 2015
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| OR |
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| FOR THE TRANSITION PERIOD FROM TO |
| Commission File Number 000-08187 |
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NEW CONCEPT ENERGY, INC
.
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Nevada
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75-2399477
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(State or other jurisdiction of
Incorporation or organization)
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(IRS Employer Identification Number)
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1603 LBJ Freeway, Suite 300
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Registrant's Telephone Number including area code
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(972) 407-8400
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Title of Each Class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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NYSE MKT
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Large accelerated filer
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______
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Accelerated filer
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______
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Non-accelerated filer
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______
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Smaller reporting company
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__
X
___
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Forward-Looking Statements
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3
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PART I
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3
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Item 1. Business
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3
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Item 1A. Risk Factors
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5
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Item 1B. Unresolved Staff Comments
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5
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Item 2. Properties
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6
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Item 3. Legal Proceedings
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8
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Item 4. Mine Safety Disclosures
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9
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PART II
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10
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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10
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Item 6. Selected Financial Data
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11
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
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11
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Item 7A: Quantitative And Qualitative Disclosures About Market Risk
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14
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Item 8. Financial Statements
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14
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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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14
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| Item 9A. Controls and Procedures | 14 |
| Item 9B. Other Information | 15 |
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PART III
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16
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Item 10. Directors, Executive Officers and Corporate Governance
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16
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Item 11. Executive Compensation
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18
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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20
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Item 13. Certain Relationships and Related Transactions, and Director Independence
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21
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Item 14. Principal Accounting Fees and Services
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22
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PART IV
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24
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Item 15. Exhibits and Financial Statement Schedules
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24
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SIGNATURES
|
46
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| ● | the requirement of an 80% vote to make, adopt, alter, amend, change or repeal our Bylaws or certain key provisions of the Articles of Incorporation that embody, among other things, the anti-takeover provisions; |
| ● | the so-called business combination "control act" requirements involving the Company and a person that beneficially owns 10% or more of the outstanding common stock except under certain circumstances; and |
| ● | the requirement of holders of at least 80% of the outstanding Common Stock to join together to request a special meeting of stockholders. |
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Average
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Average
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|||||||
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Occupancy
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Monthly Rate
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|||||||
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December 2015
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88.91
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$
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2,507
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|||||
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December 2014
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85.5
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$
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2,235
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|||||
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December 2013
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90.0
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$
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2,290
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|||||
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December 2012
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92.1
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$
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2,225
|
|||||
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December 2011
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90.5
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$
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2,191
|
|||||
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Gas
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Oil
|
||||||
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(MMCF)
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(MBBLS)
|
||||||
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Proved Reserves
|
||||||||
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U.S. Onshore
|
||||||||
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Developed Producing
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480
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42
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||||||
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Developed Non-Producing
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24
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17
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||||||
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Undeveloped
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2,100
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-
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||||||
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Total Proved Reserves
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2,604
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59
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||||||
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Gas
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Oil
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||||||||
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(MMCF)
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(MBBLS)
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||||||||
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Proved undeveloped reserves as of December 31, 2014
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2,168
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68
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|||||||
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Revaluation of undeveloped reserves
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-
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-
|
|||||||
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Conversion to proved developed reserves
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-
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||||||||
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Proved undeveloped reserves as of December 31, 2015
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2,168
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68
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|||||||
| Wells | ||||||||
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Gross (1)
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Net (2)
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||||||
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U.S. Onshore
|
||||||||
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Producing
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153
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148
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||||||
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Non-Producing
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31
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31
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||||||
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Total wells
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184
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179
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||||||
| Acres | ||||||||
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Gross (1)
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Net (2)
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||||||
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U. S Onshore
|
||||||||
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Developed
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19,375
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19,375
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||||||
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Undeveloped
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-
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-
|
||||||
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Total Acreage
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19,375
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19,375
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||||||
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2015
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2014
|
|||||||||||||||
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High
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Low
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High
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Low
|
|||||||||||||
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First Quarter
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$
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2.62
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$
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1.21
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$
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2.16
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$
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1.62
|
||||||||
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Second Quarter
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$
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2.53
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$
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1.20
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$
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5.25
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$
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1.72
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||||||||
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Third Quarter
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$
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1.65
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$
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1.16
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$
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3.37
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$
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1.56
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||||||||
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Fourth Quarter
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$
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1.30
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$
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1.08
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$
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1.51
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$
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0.85
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||||||||
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||||||||||||
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December 31,
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|||||||||||
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2015
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2014
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2013
|
|||||||||
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(amounts in thousands, except per share amounts)
|
|||||||||||
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||||||||||||
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Operating revenue
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$
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3,817
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$
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4,363
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$
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4,222
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||||||
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Operating expenses
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7,787
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5,253
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5,064
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|||||||||
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Operating profit (loss)
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(3,970
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)
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(890
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)
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(842
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)
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||||||
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||||||||||||
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Earnings (loss) from continuing
operations before income taxes
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(2,622
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) |
(779
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)
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426
|
|||||||
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Income tax (expense)
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—
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—
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—
|
|||||||||
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|
||||||||||||
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Earnings (loss) from continuing
operations
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(2,622
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)
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(779
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)
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426
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|||||||
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|
||||||||||||
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NET EARNINGS (LOSS)
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$
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(2,622
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)
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$
|
(779
|
)
|
$
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426
|
||||
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|
||||||||||||
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Earnings (loss) per common
share – basic and diluted
|
||||||||||||
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Continuing operations
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$
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(1.35
|
)
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$
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(0.40
|
)
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$
|
0.22
|
||||
|
Net earnings per share
|
$
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(1.35
|
)
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$
|
(0.40
|
)
|
$
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0.22
|
||||
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Basic weighted average
common shares
|
1,947
|
1,947
|
1,947
|
|||||||||
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|
||||||||||||
|
Balance Sheet Data
:
|
||||||||||||
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Total assets
|
$
|
8,875
|
$
|
12,274
|
$
|
13,308
|
||||||
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Long-term debt
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1,211
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1,428
|
2,195
|
|||||||||
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Asset retirement obligation
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2,770
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2,770
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2,770
|
|||||||||
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Total liabilities
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5,204
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5,981
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6,236
|
|||||||||
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Total stockholders' equity
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$
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3,671
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$
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6,293
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$
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7,072
|
||||||
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Director
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Audit Committee
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Governance and Nominating Committee
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Compensation Committee
|
|
Raymond D Roberts
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Chairman
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Gene S. Bertcher
|
|||
|
James E. Huffstickler
|
✓
|
Chairman
|
✓
|
|
Dan Locklear
|
Chairman
|
✓
|
✓
|
|
Victor L. Lund
|
✓
|
✓
|
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||
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|
||||||||
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|
Change in
|
|
||||||||
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|
|
|
|
|
Non-
|
Pension
|
|
||||||||
|
|
|
|
|
|
Equity
|
Value and
|
|
||||||||
|
Name
|
|
|
|
|
Incentive
|
Nonqualified
|
All
|
||||||||
|
and
|
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Plan
|
Deferred
|
Other
|
||||||||
|
Principal
|
|
|
Stock
|
Option
|
Compen-
|
Compensation
|
Compen-
|
||||||||
|
Position
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Gene S. Bertcher
(1)
Chairman, President
& Chief Financial
Officer
|
2015
|
$
|
107,300
|
|
|
|
|
|
|
$
|
107,300
|
||||
|
2014
|
$
|
107,300
|
|
|
|
|
|
|
$
|
107,300
|
|||||
|
2013
|
$
|
103,300
|
|
|
|
|
|
|
$
|
103,300
|
|||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
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| Commencing in February 2008, three other publicly held entities needed a chief financial officer, Income Opportunity Realty Investors, Inc. ("IOT"), Transcontinental Realty Investors, Inc. ("TCI") and American Realty Investors, Inc. ("ARL") each of which have the same contractual advisor, now Pillar Income Asset Management, Inc. ("Pillar"). On an interim basis, these three entities made an arrangement with the Company for the accounting and administrative services of the Company, specifically Gene S. Bertcher, President and principal executive officer of the Company who is a certified public accountant and has a long history in that industry. At the time NCE, through Bertcher, was also providing accounting and administrative services to other entities on a fee based arrangement to assist those entities when NCE has excess capacity and personnel to provide accounting services. Commencing February 2008, Mr. Bertcher was elected as an officer and chief financial officer of each of IOT, TCI and ARL. As a compensation arrangement evolved over time, the three entities agreed to reimburse NCE for one-half of the gross compensation and related expenses of Bertcher at NCE and from and after December 31, 2010, arranged to provide office space for Mr. Bertcher and certain other NCE personnel rather than requiring operating out of two separate locations. Beginning January 1, 2011, the NCE accounting department moved into offices maintained by the contractual advisor of the three entities. Further, NCE was allowed the use of certain administrative services such as space on the contractual advisor's computer server, use of copiers, telephone services, etc. NCE has not been charged for the use of office space, computer services, telephone service or other day-to-day cost of operating an office. Each of IOT, TCI and ARL effectively split the cost one-third each. ARL owns in excess of 80% of the Common Stock of TCI and TCI in turn owns in excess of 80% of the Common Stock of IOT. The agreement renews on an annual basis and is terminable on sixty days written notice. |
|
DIRECTOR COMPENSATION
|
|||||||||||||
|
Name
|
Fees Earned
Or Paid in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||
|
|
|
|
|
|
|
||||||||
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Raymond D Roberts
|
$
|
8,500
|
|
|
|
|
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$
|
8,500
|
||||
|
Gene S. Bertcher
|
$
|
—
|
|
|
|
|
|
$
|
—
|
||||
|
James E. Huffstickler
|
$
|
10,500
|
|
|
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|
|
$
|
10,500
|
||||
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Dan Locklear
|
$
|
10,500
|
|
|
|
|
|
$
|
10,500
|
||||
|
Victor L. Lund
|
$
|
10,500
|
|
|
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|
|
$
|
10,500
|
||||
|
Common Stock
|
||||||||
|
Name of Beneficial Owner
|
No. of
Shares
|
Percent of
Class*
|
||||||
|
Arcadian Energy, Inc
.(3)(5)
|
813,96868
|
41.81
|
%
|
|||||
|
Gene S. Bertcher
(2)
|
40,811
|
2.1
|
%
|
|||||
|
Go Green Fuel N.A., L.P.
(6)
|
100,000
|
5.14
|
%
|
|||||
|
HKS Investment Corporation
(1)
|
108,944
|
5.6
|
%
|
|||||
| Albert Spiesman (7) | 112,326 | 5.77 | % | |||||
|
James E. Huffstickler
|
—
|
0
|
%
|
|||||
|
Dan Locklear
|
—
|
0
|
%
|
|||||
|
Victor L. Lund
|
—
|
0
|
%
|
|||||
| Raymond D. Roberts |
—
|
0 | % | |||||
|
TacCo Financial, Inc.
(3)(4)
|
14,974
|
0.77 |
%
|
|||||
|
URC Energy, LLC
(3)(5)
|
672,630
|
34.54
|
%
|
|||||
|
All executive officers and directors as a group (five persons)
|
40,911
|
2.1
|
%
|
|||||
| (1) | Consists of 108,994 shares of common stock owned by HKS Investment Corporation ("HKS"). According to an original statement on Schedule 13D dated January 9, 2006, the group consists of HKS Investment Corporation, David Hensel, John Kellar and Marshall Stagg, each of whom are deemed to be the beneficial owner of all 108,994 shares. Hensel is stated to be a shareholder, director and President of HKS; Kellar is a shareholder, director, Vice President and Treasurer of HKS; and Stagg is a shareholder, director and Secretary of HKS. |
| (2) | Consists of 40,811 shares of common stock owned by Mr. Bertcher. |
| (3) | Based on Amendment 22 to Schedule 13D, amended February 11, 2015, filed by each of these entities. Arcadian Energy, Inc. owns 141,338 shares directly and is the sole member of URC Energy, LLC which owns 672,630 shares. The amended Schedule 13D indicates that these entities, collectively, may be deemed a "Person" within the meaning of Section 13D of the Securities Exchange Act of 1934. Includes 100 shares owned directly by Ms. Beadle, a director, President, and Treasurer of Arcadian Energy, Inc. ("Arcadian"), which owns 127,968 shares direct and is the sole member of URC Energy, LLC, which owns 672,630 shares direct. Arcadian is the sole member of URC Energy, LLC, and Arcadian is deemed to be the beneficial owner of such 672,630 shares. Ms. Beadle shares voting power with one other director over the shares owned by Arcadian and URC Energy, LLC. |
| (4) | Consists of 14,974 shares of common stock. Officers and Directors of TacCo Financial, Inc. ("TFI") are Ted P. Stokely, Chairman; RL S. Lemke, President and Treasurer and Craig E. Landess, Secretary. TFI's stock is owned by Ted P. Stokely (100%). |
| (5) | The direct owner of the 672,630 shares of common stock is URC Energy, LLC. Under Rule 13d-3 of the Exchange Act, Arcadian Energy, Inc. as the sole member of URC Energy, LLC is deemed to be the beneficial owner of such shares. |
| (6) | Consists of 100,000 shares of Common Stock owned by Go Green Fuel N.A., L.P. a Texas limited partnership, the sole General Partner of which is GGF North American, LLC, a Texas limited liability company. According to an original statement on Schedule 13D dated December 31, 2009, Go Green Fuel N.A., L.P. acquired 100,000 shares of Common Stock from West Go Green, LLC a Nevada limited liability company at a price of $6.90 per share and Go Green Fuel N.A., LP granted to West Go Green LLC a "Repurchase Option" for a period of three calendar years from December 31, 2009 to repurchase all or any portion of the 100,000 shares purchased at the original purchase price of $6.90 per share, which Repurchase Option. |
|
Type of Fees
|
2015
|
2014
|
||||||
|
Audit Fees
|
$
|
61,000
|
$
|
60,000
|
||||
|
Tax Fees
|
9,000
|
9,000
|
||||||
|
Total Fees
|
$
|
70,000
|
$
|
69,000
|
||||
|
|
FINANCIAL STATEMENTS
|
|
|
|
Report of Swalm & Associates, P.C.
|
25
|
|
|
Consolidated Balance Sheets
|
26
|
|
|
Consolidated Statements of Operations
|
28
|
|
|
Consolidated Statements of Cash Flows
|
29
|
|
|
Consolidated Statements of Changes in Stockholders' Equity
|
30
|
|
|
Notes to Consolidated Financial Statements
|
31
|
|
|
|
|
|
|
FINANCIAL STATEMENT SCHEDULES
: Other financial statement schedules have been omitted because they are not required, are not applicable, or the information required is included in the Consolidated Financial Statements or the notes thereto.
|
|
|
|
|
|
|
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
|
||||||||
|
CONSOLIDATED BALANCE SHEETS
|
||||||||
|
(amounts in thousands)
|
||||||||
|
|
December 31,
|
|||||||
|
|
2015
|
2014
|
||||||
|
Assets
|
||||||||
|
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$
|
473
|
$
|
300
|
||||
|
Accounts receivable from oil and gas sales
|
141
|
216
|
||||||
|
Other current assets
|
37
|
182
|
||||||
|
Total current assets
|
651
|
698
|
||||||
|
|
||||||||
|
Oil and natural gas properties (full cost accounting method)
|
||||||||
|
Proved developed and undeveloped oil and gas properties, net of depletion
|
5,914
|
8,809
|
||||||
|
|
||||||||
|
Property and equipment, net of depreciation
|
||||||||
|
Land, buildings and equipment - oil and gas operations
|
803
|
1,476
|
||||||
|
Other
|
134
|
162
|
||||||
|
Total property and equipment
|
937
|
1,638
|
||||||
|
|
||||||||
|
Other assets
(including $126,000 and $122,000 in 2015 and 2014 due from related parties)
|
1,373
|
1,129
|
||||||
|
Total assets
|
$
|
8,875
|
$
|
12,274
|
||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||
|
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
|
||||||||
|
CONSOLIDATED BALANCE SHEETS - CONTINUED
|
||||||||
|
(amounts in thousands, except share amounts)
|
||||||||
|
December 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Liabilities and stockholders' equity
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable - trade (including$168 and $494 in 2015 and 2014 due to related parties)
|
$
|
241
|
$
|
673
|
||||
|
Accrued expenses
|
151
|
229
|
||||||
|
Current portion of long term debt
|
831
|
881
|
||||||
|
Total current liabilities
|
1,223
|
1,783
|
||||||
|
Long-term debt
|
||||||||
|
Notes payable less current portion
|
1,211
|
1,428
|
||||||
|
Asset retirement obligation
|
2,770
|
2,770
|
||||||
|
Total liabilities
|
5,204
|
5,981
|
||||||
|
Stockholders' equity
|
||||||||
|
Series B convertible preferred stock, $10 par value, liquidation value
|
||||||||
|
of $100 authorized 100 shares, issued and outstanding one share
|
1
|
1
|
||||||
|
Common stock, $.01 par value; authorized, 100,000,000
|
||||||||
|
shares; issued and outstanding, 1,946,935 shares
|
||||||||
|
at December 31, 2015 and 2014
|
20
|
20
|
||||||
|
Additional paid-in capital
|
58,838
|
58,838
|
||||||
|
Accumulated deficit
|
(55,188
|
)
|
(52,566
|
)
|
||||
|
3,671
|
6,293
|
|||||||
|
Total liabilities & stockholders' equity
|
$
|
8,875
|
$
|
12,274
|
||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||
|
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
|
||||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATION
|
||||||||||||
|
(amounts in thousands, except per share data)
|
||||||||||||
|
Year Ended December 31,
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Revenue
|
||||||||||||
|
Oil and gas operations, net of royalties
|
$
|
820
|
$
|
1,489
|
$
|
1,477
|
||||||
|
Real estate operations
|
2,997
|
2,874
|
2,745
|
|||||||||
|
3,817
|
4,363
|
4,222
|
||||||||||
|
Operating expenses
|
||||||||||||
|
Oil and gas operations
|
1,800
|
1,853
|
1,867
|
|||||||||
|
Real estate operations
|
1,685
|
1,616
|
1,555
|
|||||||||
|
Lease expense
|
980
|
961
|
942
|
|||||||||
|
Corporate general and administrative
|
605
|
823
|
500
|
|||||||||
|
Impairment of natural gas and oil properties
|
2,717
|
-
|
200
|
|||||||||
|
7,787
|
5,253
|
5,064
|
||||||||||
|
Operating earnings (loss)
|
(3,970
|
)
|
(890
|
)
|
(842
|
)
|
||||||
|
Other income (expense)
|
||||||||||||
|
Interest income
|
12
|
5
|
9
|
|||||||||
|
Interest expense
|
(62
|
)
|
(91
|
)
|
(114
|
)
|
||||||
|
Bad debt expense (recovery) - note receivable
|
1,430
|
-
|
1,562
|
|||||||||
|
Other income (expense), net
|
(32
|
)
|
197
|
(189
|
)
|
|||||||
|
1,348
|
111
|
1,268
|
||||||||||
|
Earnings (loss) from continuing operations
|
(2,622
|
)
|
(779
|
)
|
426
|
|||||||
|
Net income (loss) applicable to common shares
|
$
|
(2,622
|
)
|
$
|
(779
|
)
|
$
|
426
|
||||
|
Net income (loss) per common share-basic and diluted
|
$
|
(1.35
|
)
|
$
|
(0.40
|
)
|
$
|
0.22
|
||||
|
Weighted average common and equivalent shares outstanding - basic
|
1,947
|
1,947
|
1,947
|
|||||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||
|
NEW CONCEPT ENERGY, INC AND SUBSIDIARIES
|
||||||||||||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
(amounts in thousands)
|
||||||||||||
|
Year ended December 31,
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Cash flows from operating activities
|
||||||||||||
|
Net income (loss)
|
$
|
(2,622
|
)
|
$
|
(779
|
)
|
$
|
426
|
||||
|
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities
|
||||||||||||
|
Depreciation, depletion and amortization
|
721
|
732
|
763
|
|||||||||
|
Impairment of natural gas and oil properties
|
2,717
|
-
|
200
|
|||||||||
|
Write-off (recovery) of affiliate receivable
|
(1,430
|
)
|
-
|
(1,562
|
)
|
|||||||
|
Reserve for liability in Chesapeake litigation
|
-
|
-
|
381
|
|||||||||
|
Changes in operating assets and liabilities
|
||||||||||||
|
Other current and non-current assets
|
273
|
5
|
(163
|
)
|
||||||||
|
Accounts payable and other liabilities
|
920
|
(240
|
)
|
1,557
|
||||||||
|
Interest payable
|
-
|
-
|
-
|
|||||||||
|
Net cash provided by (used) in operating activities
|
579
|
(282
|
)
|
1,602
|
||||||||
|
Cash flows from investing activities
|
||||||||||||
|
Investment in oil and gas properties
|
(336
|
)
|
(129
|
)
|
(240
|
)
|
||||||
|
Fixed asset additions
|
(31
|
)
|
(175
|
)
|
(161
|
)
|
||||||
|
Cash portion from sale of land
|
116
|
-
|
-
|
|||||||||
|
Repayment of loan from affiliate
|
126
|
-
|
-
|
|||||||||
|
Real estate held for investment
|
-
|
(650
|
)
|
|||||||||
|
Net cash used in investing activities
|
(125
|
)
|
(954
|
)
|
(401
|
)
|
||||||
|
Cash flows from financing activities
|
||||||||||||
|
Payment on notes payable
|
(281
|
)
|
(213
|
)
|
(40
|
)
|
||||||
|
Proceeds from loans
|
-
|
128
|
62
|
|||||||||
|
Net cash provided by (used in) financing activities
|
(281
|
)
|
(85
|
)
|
22
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
173
|
(1,321
|
)
|
1,223
|
||||||||
|
Cash and cash equivalents at beginning of year
|
300
|
1,621
|
398
|
|||||||||
|
Cash and cash equivalents at end of year
|
$
|
473
|
$
|
300
|
$
|
1,621
|
||||||
|
Supplemental disclosures of cash flow information
|
||||||||||||
|
Cash paid for interest on notes payable:
|
$
|
77
|
$
|
77
|
$
|
72
|
||||||
|
Cash paid for principal on notes payable:
|
$
|
279
|
$
|
213
|
$
|
40
|
||||||
|
Non cash portion of sale of land
|
$
|
415
|
$
|
0
|
$
|
0
|
||||||
|
Cash paid income taxes
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||
|
Series B
|
Common
|
Additional
|
Accum-
|
|||||||||||||||||||||||||
|
Preferred stock
|
Stock
|
paid in
|
ulated
|
|||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
deficit
|
Total
|
||||||||||||||||||||||
|
Balance at December 31, 2012
|
1
|
$
|
1
|
1,947
|
$
|
20
|
$
|
58,838
|
$
|
(52,213
|
)
|
$
|
6,646
|
|||||||||||||||
|
Net Income
|
426
|
426
|
||||||||||||||||||||||||||
|
Balance at December 31, 2013
|
1
|
1
|
1,947
|
$
|
20
|
$
|
58,838
|
(51,787
|
)
|
7,072
|
||||||||||||||||||
|
Net Income
|
(779
|
)
|
(779
|
)
|
||||||||||||||||||||||||
|
Balance at December 31, 2014
|
1
|
1
|
1,947
|
$
|
20
|
$
|
58,838
|
(52,566
|
)
|
6,293
|
||||||||||||||||||
|
Net Income
|
(2,622
|
)
|
(2,622
|
)
|
||||||||||||||||||||||||
|
Balance at December 31, 2015
|
1
|
$
|
1
|
1,947
|
$
|
20
|
$
|
58,838
|
$
|
(55,188
|
)
|
$
|
3,671
|
|||||||||||||||
|
2015
|
2014
|
|||||||
|
Notes payable from the acquisition of Mountaineer State Energy, Inc.
|
$
|
1,528
|
$
|
1,514
|
||||
|
Bank Debt
|
$
|
514
|
$
|
795
|
||||
|
$
|
2,042
|
$
|
2,309
|
|||||
|
2016
|
831
|
|||
|
2017
|
187
|
|||
|
2018
|
175
|
|||
|
2019
|
142
|
|||
|
2020
|
127
|
|||
|
Thereafter
|
580
|
|||
|
$
|
2,042
|
|
2016
|
1,000
|
|||
|
2017
|
83
|
|||
|
|
$
|
1,083
|
|
Year Ended December 31,
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Basic Earnings Per Share:
|
||||||||||||
|
Numerator:
|
||||||||||||
|
Net income from continuing operations
|
$
|
(2,622
|
)
|
$
|
(779
|
)
|
$
|
426
|
||||
|
Denominator:
|
||||||||||||
|
Weighted average shares outstanding
|
1,947
|
1,947
|
1,947
|
|||||||||
|
Basic earnings (loss) per share from continuing operations
|
(1.35
|
)
|
(0.40
|
)
|
0.22
|
|||||||
|
The following table presents the principal reasons for the difference between the Company's effective
|
||||||||||||
|
tax rate and the United States statutory income tax rate.
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Earned income tax at statutory rate
|
$
|
0
|
$
|
0
|
$
|
149
|
||||||
|
Net operating loss utilization
|
0
|
0
|
(149
|
)
|
||||||||
|
Deferred tax asset from NOL carry forwards
|
3,270
|
2,927
|
2,464
|
|||||||||
|
Valuation allowance
|
(3,270
|
)
|
(2,927
|
)
|
(2,464
|
)
|
||||||
|
Reported income tax expense (benefit)
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Effective income tax rate
|
0.00
|
%
|
0.00
|
%
|
0.00
|
%
|
||||||
|
The Company believes that it is more likely than not the benefit of NOL carryforwards will not
|
||||||
|
be realized. Therefore, a valuation allowance on the related deferred tax assets has been recorded.
|
|
Outstanding Preferred Stock
|
||
|
Preferred stock consists of the following (amounts in thousands):
|
||
|
Year Ended
|
||
|
December 31,
|
||
|
2015
|
2014
|
|
|
Series B convertible preferred stock, $10 par value, liquidation value of
$100, authorized 100 shares, issued and outstanding one share
|
1
|
1
|
|
Year ended December 31,
|
||||||||||||
|
2015
|
2014
|
2013
|
||||||||||
|
Litigation costs for the Chesapeake matter
|
$
|
-
|
-
|
(382
|
)
|
|||||||
|
Income for gas held by Chesapeake
|
-
|
-
|
200
|
|||||||||
|
Other
|
(32
|
)
|
197
|
(7
|
)
|
|||||||
|
$
|
(32
|
)
|
$
|
197
|
$
|
(189
|
)
|
|||||
|
Year ended December 31, 2015
|
Oil and Gas Operations
|
Retirement
Facility
|
Corporate
|
Total
|
||||||||||||
|
Operating revenue
|
$
|
820
|
$
|
2,997
|
$
|
-
|
$
|
3,817
|
||||||||
|
Operating expenses
|
1,183
|
2,603
|
605
|
$
|
4,391
|
|||||||||||
|
Depreciation, depletion and amortization
|
617
|
62
|
-
|
$
|
679
|
|||||||||||
|
Impairment of oil and gas properties
|
2,717
|
-
|
-
|
$
|
2,717
|
|||||||||||
|
Total Operating Expenses
|
4,517
|
2,665
|
605
|
7,787
|
||||||||||||
|
Interest expense
|
(62
|
)
|
-
|
-
|
$
|
(62
|
)
|
|||||||||
|
Other income
|
-
|
-
|
1,398
|
$
|
1,398
|
|||||||||||
|
Interest income
|
-
|
12
|
$
|
12
|
||||||||||||
|
Segment operating income
|
$
|
(3,760
|
)
|
$
|
333
|
$
|
805
|
$
|
(2,622
|
)
|
||||||
|
Assets
|
$
|
7,420
|
$
|
430
|
$
|
1,025
|
$
|
8,875
|
||||||||
|
Year ended December 31, 2014
|
Oil and Gas Operations
|
Retirement
Facility
|
Corporate
|
Total
|
||||||||||||
|
Operating revenue
|
$
|
1,489
|
$
|
2,874
|
$
|
-
|
$
|
4,363
|
||||||||
|
Operating expenses
|
1,233
|
2,512
|
823
|
$
|
4,568
|
|||||||||||
|
Depreciation, depletion and amortization
|
620
|
65
|
-
|
$
|
685
|
|||||||||||
|
Impairment of oil and gas properties
|
-
|
-
|
-
|
$
|
-
|
|||||||||||
|
Total Operating Expenses
|
1,853
|
2,577
|
823
|
5,253
|
||||||||||||
|
Interest expense
|
91
|
-
|
-
|
$
|
91
|
|||||||||||
|
Other income
|
(19
|
)
|
36
|
180
|
$
|
197
|
||||||||||
|
Interest income
|
-
|
5
|
$
|
5
|
||||||||||||
|
Segment operating income
|
$
|
(474
|
)
|
$
|
333
|
$
|
(638
|
)
|
$
|
(779
|
)
|
|||||
|
Assets
|
$
|
10,621
|
$
|
445
|
$
|
1,208
|
$
|
12,274
|
||||||||
|
Year ended December 31, 2013
|
Oil and Gas Operations
|
Retirement
Facility
|
Corporate
|
Total
|
||||||||||||
|
Operating revenue
|
$
|
1,477
|
$
|
2,745
|
$
|
-
|
$
|
4,222
|
||||||||
|
Operating expenses
|
1,213
|
2,436
|
498
|
$
|
4,147
|
|||||||||||
|
Depreciation, depletion and amortization
|
654
|
61
|
2
|
$
|
717
|
|||||||||||
|
Impairment of oil and gas properties
|
200
|
-
|
-
|
$
|
200
|
|||||||||||
|
Total Operating Expenses
|
2,067
|
2,497
|
500
|
5,064
|
||||||||||||
|
Interest expense
|
114
|
-
|
-
|
$
|
114
|
|||||||||||
|
Other income
|
29
|
-
|
1,344
|
$
|
1,373
|
|||||||||||
|
Interest income
|
-
|
9
|
9
|
|||||||||||||
|
Segment operating income
|
$
|
(675
|
)
|
$
|
248
|
$
|
853
|
$
|
426
|
|||||||
|
Assets
|
$
|
11,859
|
$
|
842
|
$
|
607
|
$
|
13,308
|
||||||||
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
|
Year ended December 31, 2015
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
|
Revenue
|
$
|
889
|
$
|
1,003
|
$
|
1,004
|
$
|
824
|
||||||||
|
Operating (expense)
|
(1,125
|
)
|
(1,100
|
)
|
(1,195
|
)
|
(1,045
|
)
|
||||||||
|
Corporate general and administrative expense
|
(154
|
)
|
(155
|
)
|
(176
|
)
|
(120
|
)
|
||||||||
|
Impairment of natural gas and oil properties
|
-
|
-
|
-
|
(2,717
|
)
|
|||||||||||
|
Other income (expense) net
|
704
|
362
|
292
|
(10
|
)
|
|||||||||||
|
Net income (loss) from continuing operations
|
314
|
110
|
(75
|
)
|
(2,622
|
)
|
||||||||||
|
Income (loss) allocable to common shareholders
|
$
|
314
|
$
|
110
|
$
|
(75
|
)
|
(2,622
|
)
|
|||||||
|
Income (loss) per common share – basic
|
$
|
0.16
|
$
|
0.06
|
$
|
0.04
|
$
|
(1.35
|
)
|
|||||||
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
|
Year ended December 31, 2014
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
|
Revenue
|
$
|
1,069
|
$
|
1,213
|
$
|
1,131
|
$
|
950
|
||||||||
|
Operating (expense)
|
(1,119
|
)
|
(1,053
|
)
|
(1,087
|
)
|
(1,171
|
)
|
||||||||
|
Corporate general and administrative expense
|
(192
|
)
|
(205
|
)
|
(208
|
)
|
(218
|
)
|
||||||||
|
Impairment of natural gas and oil properties
|
-
|
-
|
-
|
|||||||||||||
|
Other income (expense) net
|
202
|
(54
|
)
|
(40
|
)
|
3.00
|
||||||||||
|
Net income (loss) from continuing operations
|
(40
|
)
|
(99
|
)
|
(204
|
)
|
(436
|
)
|
||||||||
|
Income (loss) allocable to common shareholders
|
$
|
(40
|
)
|
$
|
(99
|
)
|
$
|
(204
|
)
|
(436
|
)
|
|||||
|
Income (loss) per common share – basic
|
$
|
(0.02
|
)
|
$
|
(0.05
|
)
|
$
|
(0.10
|
)
|
$
|
(0.23
|
)
|
||||
|
First
|
Second
|
Third
|
Fourth
|
|||||||||||||
|
Year ended December 31, 2013
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||
|
Revenue
|
$
|
1,020
|
$
|
1,050
|
$
|
1,018
|
$
|
1,134
|
||||||||
|
Operating (expense)
|
(1,078
|
)
|
(1,112
|
)
|
(1,102
|
)
|
(1,072
|
)
|
||||||||
|
Corporate general and administrative expense
|
(173
|
)
|
(170
|
)
|
(170
|
)
|
(129
|
)
|
||||||||
|
Impairment of natural gas and oil properties
|
(200
|
)
|
||||||||||||||
|
Other income (expense) net
|
262
|
370
|
387
|
391
|
||||||||||||
|
Net income (loss) from continuing operations
|
31
|
138
|
133
|
124
|
||||||||||||
|
Income (loss) allocable to common shareholders
|
$
|
31
|
$
|
138
|
$
|
133
|
$
|
124
|
||||||||
|
Income (loss) per common share – basic
|
$
|
0.02
|
$
|
0.07
|
$
|
0.07
|
$
|
0.06
|
||||||||
|
2015
|
||||
|
Gas
(MMCF)
|
Oil
(MBBLS)
|
|||
|
Proved developed and undeveloped reserves -
|
||||
|
January 1, 2015
|
2,866
|
139
|
||
|
Purchase of oil and natural gas properties in place
|
0
|
0
|
||
|
Discoveries and exclusions
|
0
|
0
|
||
|
Revisions
|
(94)
|
(69)
|
||
|
Sales of oil and gas properties in place
|
0
|
0
|
||
|
Production
|
(168)
|
(12)
|
||
|
December 31, 2015
|
2,604
|
58
|
||
|
Proved developed at beginning of year
|
698
|
70
|
||
|
Proved developed reserves at end of year
|
504
|
59
|
||
|
2014
|
||||
|
Gas
(MMCF)
|
Oil
(MBBLS)
|
|||
|
Proved developed and undeveloped reserves -
|
||||
|
January 1, 2014
|
2,887
|
173
|
||
|
Purchase of oil and natural gas properties in place
|
0
|
0
|
||
|
Discoveries and exclusions
|
0
|
0
|
||
|
Revisions
|
138
|
(24)
|
||
|
Sales of oil and gas properties in place
|
0
|
0
|
||
|
Production
|
(159)
|
(10)
|
||
|
December 31, 2014
|
2,866
|
139
|
||
|
Proved developed at beginning of year
|
719
|
105
|
||
|
Proved developed reserves at end of year
|
698
|
70
|
||
|
2015
|
2014
|
|||||||
|
Oil and gas sales
|
$
|
820
|
$
|
1,489
|
||||
|
Operating expenses
|
(1,183
|
)
|
(1,233
|
)
|
||||
|
Depreciation, depletion and amortization
|
(617
|
)
|
(620
|
)
|
||||
|
Impairment of oil & gas properties
|
(2,717
|
)
|
-
|
|||||
|
Results of operations
|
$
|
(3,697
|
)
|
$
|
(364
|
)
|
||
|
The following table reflects the standardized measure of future net cash flows related to our
|
||||
|
proved reserves
|
||||
|
2015
|
2014
|
|||||||
|
Future oil and gas cash inflows
|
$
|
14,326
|
$
|
25,595
|
||||
|
Future oil & gas operating expenses
|
(2,554
|
)
|
(4,170
|
)
|
||||
|
Future development costs
|
(1,982
|
)
|
(2,983
|
)
|
||||
|
Future tax expense
|
(998
|
)
|
(1,666
|
)
|
||||
|
Future net cash flows
|
$
|
8,792
|
$
|
16,776
|
||||
|
10% discount to reflect timing of cash flows
|
(2,878
|
)
|
(5,998
|
)
|
||||
|
$
|
5,914
|
$
|
10,778
|
|||||
|
Gas
|
Oil
|
||||||||
|
(MMCF)
|
(MBBLS)
|
||||||||
|
Proved undeveloped reserves as of December 31, 2013
|
2,168
|
68
|
|||||||
|
Revaluation of undeveloped reserves
|
-
|
-
|
|||||||
|
Conversion to proved developed reserves
|
-
|
||||||||
|
Proved undeveloped reserves as of December 31, 2014
|
2,168
|
68
|
|||||||
|
Conversion to proved developed reserves
|
|||||||||
|
Revaluation of undeveloped reserves
|
(68)
|
(68)
|
|||||||
|
Proved undeveloped reserves as of December 31, 2015
|
2,100
|
0
|
|||||||
|
|
2015
|
2014
|
||||||
|
Property acquisition costs:
|
||||||||
|
Proved properties
|
$
|
9,116
|
$
|
11,496
|
||||
|
Unproved properties
|
-
|
-
|
||||||
|
Accumulated depreciation, depletion and amortization
|
||||||||
|
and valuation allowance
|
(3,202
|
)
|
(,2687
|
)
|
||||
|
|
||||||||
|
Net capitalized costs
|
$
|
5,914
|
$
|
8,809
|
||||
|
|
2015
|
2014
|
||||||
|
Property acquisition costs:
|
||||||||
|
Proved properties
|
$
|
-
|
$
|
-
|
||||
|
Unproved properties
|
-
|
-
|
||||||
|
Exploration costs
|
-
|
-
|
||||||
|
Development costs
|
206
|
129
|
||||||
|
|
||||||||
|
Total cost incurred
|
$
|
206
|
$
|
129
|
||||
|
2015
|
2014
|
|||||||
|
Asset retirement obligation, January 1
|
$
|
2,770
|
$
|
2,770
|
||||
|
Acquisition of oil and gas properties
|
-
|
-
|
||||||
|
Revisions in the estimated cash flows
|
-
|
-
|
||||||
|
Liability incurred upon acquiring and drilling wells
|
-
|
-
|
||||||
|
Liability settled upon plugging and abandoning wells
|
-
|
-
|
||||||
|
Accretion of discounnt expense
|
-
|
-
|
||||||
|
Asset retirement obligation, December 31
|
$
|
2,770
|
$
|
2,770
|
||||
|
Exhibit Designation
|
Exhibit Description
|
|
3.1
|
Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit 3.1 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992)
|
|
3.2
|
Amendment to the Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit 3.5 to Registrant’s Form 8-K dated April 1, 1993)
|
|
3.3
|
Restated Articles of Incorporation of Greenbriar Corporation (incorporated by reference to Exhibit 3.1.1 to Registrant’s Form 10-K dated December 31, 1995)
|
|
3.4
|
Amendment to the Articles of Incorporation of Medical Resource Companies of America (incorporated by reference to Exhibit to Registrant’s PRES 14-C dated February 27, 1996)
|
|
3.5
|
Certificate of Decrease in Authorized and Issued Shares effective November 30, 2001 (incorporated by reference to Exhibit 2.1.7 to Registrant’s Form 10-K dated December 31, 2002)
|
|
3.6
|
Certificate of Designations, Preferences and Rights of Preferred Stock dated May 7, 1993 relating to Registrant’s Series B Preferred Stock (incorporated by reference to Exhibit 4.1.2 to Registrant’s Form S-3 Registration Statement No. 333-64840 dated June 22, 1993)
|
|
3.7
|
Certificate of Voting Powers, Designations, Preferences and Rights of Registrant’s Series F Senior Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.2 of Registrant’s Form 10-KSB for the fiscal year ended December 31, 1997)
|
|
3.8
|
Certificate of Voting Powers, Designations, Preferences and Rights of Registrant’s Series G Senior Non-Voting Convertible Preferred Stock dated December 31, 1997 (incorporated by reference to Exhibit 2.2.3 of Registrant’s Form 10-KSB for the fiscal year ended December 31, 1997)
|
|
3.9
|
Certificate of Designations dated October 12, 2004 as filed with the Secretary of State of Nevada on October 13, 2004 (incorporated by reference to Exhibit 3.4 of Registrant’s Current Report on Form 8-K for event occurring October 12, 2004)
|
|
3.10
|
Certificate of Amendment to Articles of Incorporation effective February 8, 2005 (incorporated by reference to Exhibit 3.5 of Registrant’s Current Report on Form 8-K for event occurring February 8, 2005)
|
|
3.11
|
Certificate of Amendment to Articles of Incorporation effective March 21, 2007 (incorporated by reference to Exhibit 3.13 of Registrant’s Current Report on Form 8-K for event occurring March 21, 2005)
|
|
3.12
|
Amended and restated bylaws of New Concept Energy, Inc. dated November 18, 2008.
|
|
10.1
|
Registrant’s 1997 Stock Option Plan (filed as Exhibit 4.1 to Registrant’s Form S-8 Registration Statement, Registration No. 333-33985 and incorporated herein by this reference).
|
|
10.2
|
Registrant’s 2000 Stock Option Plan (filed as Exhibit 4.1 to Registrant’s Form S-8 Registration Statement, Registration No. 333-50868 and incorporated herein by this reference)
|
|
14.0
|
Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.0 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003)
|
|
21.1*
|
Subsidiaries of the Registrant
|
|
31.1*
|
Rule 13a-14(a) Certification by Principal Executive Officer and Chief Financial Officer
|
|
32.1*
|
Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
| 99.1* | Reserve Study dated March 16, 2015 prepared by Lee Keeling and Associates, Inc is included as an exhibit |
| 99.2 |
Shared Services Agreement effective December 31, 2010 (incorporated by reference to Exhibit 99.2 to
Registrants Form 10K/A for the
year ended December 31, 2011 filed March 21, 2013)
|
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T |
|
|
NEW CONCEPT ENERGY, INC.
|
|
|
|
|
March 30, 2016
|
by:
/s/ Gene S. Bertcher
|
|
|
Gene S. Bertcher, Principal Executive
|
|
|
Officer, President and Chief Financial Officer
|
|
Signature
|
Title
|
Date
|
|
/s/ Gene S. Bertcher
Gene S. Bertcher
|
Chairman, President, Principal Executive Officer, Chief Financial Officer and Director
|
March 30, 2016
|
|
/s/ Raymond D Roberts
Raymond D Roberts
|
Director
|
March 30, 2016
|
|
/s/ James Huffstickler
James Huffstickler
|
Director
|
March 30, 2016
|
|
/s/ Dan Locklear
Dan Locklear
|
Director
|
March 30, 2016
|
|
/s/ Victor L. Lund
Victor L. Lund
|
Director
|
March 30, 2016
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|