8-K
New Concept Energy, Inc. (GBR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): November 10, 2022
NEW
CONCEPT ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-08187 | 75-2399477 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 1603 LBJ Freeway, Suite 300<br><br> <br>Dallas, Texas | ****<br><br> <br>75234 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's
telephone number, including area code 972-407-8400
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| [] | Written communications pursuant to Rule 425 under the Securities Act (17<br>CFR 230.425) |
|---|---|
| [] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR<br>240.14a-12) |
| --- | --- |
| [] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br>Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| [] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange<br>Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| ****<br><br> <br>Title of Each Class | ****<br><br> <br>Trading<br><br> <br>Symbol | <br><br> <br><br><br> <br>Name of Each Exchange on which Registered |
|---|---|---|
| ****<br><br> <br>Common Stock, par value $0.01 | GBR | NYSE American |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition
On November 10, 2022, New Concept Energy, Inc. (“GBR” or the “Company”) announced its operational results for the quarter ended September 30, 2022. A copy of the announcement is attached as Exhibit “99.1.”
The information furnished pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K.
Section 5 – Corporate Governance and Management
Item 5.07 - Submission of Matters to the Vote ofSecurity Holders
On November 11, 2022, the Annual Meeting of Stockholders of New Concept Energy, Inc. (the “Company” or the “Registrant”) was called to be held, following a solicitation of proxies, pursuant to a Notice of Annual Meeting and related Proxy Statement, dated October 11, 2022, distributed in accordance with the requirements of Regulation 14A under the Exchange Act. On the record date of October 10, 2022, a total of 5,131,934 shares of Common Stock and 559 shares of Series B Preferred Stock were outstanding, with each share entitled to cast one vote.
At the meeting, proxies representing at least 3,100,169 shares (60.42% of the outstanding) appeared and were cast, thereby establishing a quorum present in person or by proxy. It was noted that, of the 5,131,934 outstanding shares of Common Stock, 1,615,642 shares (31.48%) are held in DTC/CEDE accounts.
At the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for, against or withheld, as well as the number of abstentions (broker non-votes were not reported):
| Name | No. of Votes<br><br> <br>For | Of Shares<br><br> <br>Voted, % For | No. of Votes Withheld | No. of Votes Abstained | Broker Non-<br><br> <br>Votes |
|---|---|---|---|---|---|
| Gene S. Bertcher | 1,803,603 | 58.16% | 5,033 | -0- | |
| Richard W. Humphrey | 1,803,816 | 58.17% | 1,820 | -0- | |
| Dan Locklear | 1,795,311 | 57.89% | 13,325 | -0- | |
| Cecelia Maynard | 1,791,308 | 57.77% | 17,328 | -0- | |
| Raymond D. Roberts, Sr. | 1,766,515 | 56.97% | 42,121 | -0- |
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All of the nominees named above, each of whom is currently a director of the Company, were elected at such Annual Meeting.
The second matter presented at the Annual Meeting was the ratification of the appointment of Swalm & Associates, P.C. as the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2021, and any interim period. A total of 3,078,404 votes were cast FOR, 18,857 votes were cast AGAINST, and 3,508 votes ABSTAINED from voting with respect to such proposal. There were no broker non-votes. On the basis of such votes, the second proposal was approved.
The Annual Meeting of the Board of Directors was held later in the day, November 11, 2022. At such meeting, Gene S. Bertcher was reelected Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer of the Company.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
| Exhibit<br><br> <br>Designation | Description of Exhibit |
|---|---|
| 99.1* | Press Release, dated November 10, 2022 |
_________________________
* Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: November 15, 2022
| NEW CONCEPT ENERGY, INC. | |
|---|---|
| By: | /s/ Gene S. Bertcher |
| Gene<br>S. Bertcher | |
| Chairman of the Board, President, | |
| Chief Executive Officer and Chief | |
| Financial Officer |
Exhibit 99.1
| NEWS RELEASE<br><br> <br><br><br> <br>FOR IMMEDIATE RELEASE | Contact:<br><br> <br><br><br> <br>New Concept Energy Inc.<br><br> <br>Investor Relations<br><br> <br>Gene Bertcher, (800) 400-6407<br><br> <br>info@newconceptenergy.com |
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New Concept Energy, Inc. Reports Third Quarter2022 Results
Dallas (November 10, 2022) – New Concept Energy, Inc. (NYSE American: GBR), (the “Company” or “NCE”) a Dallas-based company, today reported Results of Operations for the third quarter ended September 30, 2022.
The Company reported net income of $27,000 for three months ended September 30, 2022, as compared to net a net loss of $8,000 for the similar period in 2021.
For the three months ended September 30, 2022 the Company had revenue of $63,000 including $25,000 for rental revenue and $38,000 for management fees as compared to $25,000 for rental revenue for the comparative period in 2021.
For the three months ended September 30, 2022 the Company had interest income of $53,000 as compared to $53,000 for the comparative period in 2021.
For the three months ended September 30, 2022, corporate general & administrative expenses were $71,000 as compared to $53,000 for the comparable periods in 2021.
Contact:
New Concept Energy, Inc.
Gene Bertcher, (800) 400-6407
info@newconceptenergy.com
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| --- | | NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | | | | | | --- | --- | --- | --- | --- | | CONSOLIDATED BALANCE SHEETS | | | | | | (amounts in thousands) | | | | | | | | September 30, 2022 | | December 31, 2021 | | | | (Unaudited) | | (Audited) | | Assets | | | | | | Current assets | | | | | | Cash and cash equivalents | $ | 399 | $ | 252 | | Note receivable -related parties | | 3,542 | | 3,560 | | Other current assets | | 47 | | — | | Total current assets | | 3,988 | | 3,812 | | Property and equipment, net of depreciation | | | | | | Land, buildings and equipment | | 634 | | 643 | | Total assets | $ | 4,622 | $ | 4,455 |
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| --- | | NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | | | | | | | --- | --- | --- | --- | --- | --- | | CONSOLIDATED BALANCE SHEETS - CONTINUED | | | | | | | (dollars in thousands, except par value amount) | | | | | | | | September 30, 2022 | | | December 31, 2021 | | | | (Unaudited) | | | (Audited) | | | Liabilities and stockholders' equity | | | | | | | Current liabilities | | | | | | | Accounts payable | 21 | | $ | 28 | | | Accrued expenses | 36 | | | 32 | | | Total current liabilities | 57 | | | 60 | | | Stockholders' equity | | | | | | | Preferred stock, Series B | 1 | | | 1 | | | Common stock, .01 par value; authorized, 100,000,000 | | | | | | | shares; issued and outstanding, 5,131,934 shares | | | | | | | at September 30, 2022 and December 31, 2021 | 51 | | | 51 | | | Additional paid-in capital | 63,579 | | | 63,579 | | | Accumulated deficit | (59,066 | ) | | (59,236 | ) | | Total shareholder equity | 4,565 | | | 4,395 | | | Total liabilities & equity | 4,622 | | $ | 4,455 | |
All values are in US Dollars.
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| --- | | NEW CONCEPT ENERGY, INC AND SUBSIDIARIES | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CONSOLIDATED STATEMENT OF OPERATIONS | | | | | | | | | | | | | | (unaudited) | | | | | | | | | | | | | | (amounts in thousands, except per share data) | | | | | | | | | | | | | | | For the Three Months ended September 30, | | | | | | For the Nine Months ended September 30, | | | | | | | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | | Revenue | | | | | | | | | | | | | | Rent | $ | 25 | | $ | 25 | | $ | 76 | | $ | 76 | | | Management Fee | | 38 | | | — | | | 79 | | | — | | | | | 63 | | | 25 | | | 155 | | | 76 | | | Operating expenses | | | | | | | | | | | | | | Operating Expenses | | 18 | | | 34 | | | 43 | | | 71 | | | Corporate general and administrative | | 71 | | | 53 | | | 231 | | | 238 | | | Total operating expenses | | 89 | | | 87 | | | 274 | | | 309 | | | Operating earnings (loss) | | (26 | ) | | (62 | ) | | (119 | ) | | (233 | ) | | Other income (expense) | | | | | | | | | | | | | | Interest income from a related party | | 53 | | | 53 | | | 159 | | | 159 | | | Interest income from a third party | | — | | | 2 | | | — | | | 8 | | | Interest expense | | — | | | (1 | ) | | — | | | (5 | ) | | Other income (expense), net | | — | | | — | | | 130 | | | 191 | | | | | 53 | | | 54 | | | 289 | | | 353 | | | Net income (loss) applicable to common shares | $ | 27 | | $ | (8 | ) | $ | 170 | | $ | 120 | | | Net income (loss) per common share-basic and diluted | $ | 0.01 | | $ | (0.01 | ) | $ | 0.03 | | $ | 0.02 | | | Weighted average common and equivalent shares outstanding - basic | | 5,132 | | | 5,132 | | | 5,132 | | | 5,132 | |