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 ExchangeAct
Date of Report (Date of earliest event reported): March26,2020
NEWCONCEPT ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-08187 | 75-2399477 |
|---|---|---|
| (State or other<br><br> <br>jurisdiction of incorporation) | (Commission<br><br> <br>File No.) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1603 LBJ Freeway, Suite 300<br><br> <br>Dallas, Texas | 75234 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 972-407-8400
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<br>Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(17 CFR 240.14a-12) |
| --- | --- |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the<br>Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the<br>Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| ****<br><br> <br>Title of Each Class | <br><br> <br><br><br> <br>Trading Symbol | ****<br><br> <br>Name of Each Exchange<br><br> <br>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 March 26, 2020, New Concept Energy, Inc. (“GBR” or the “Company”) announced its operational results for the year ended December 31, 2019. 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 9 – Financial Statements andExhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is furnished with this Report:
ExhibitNo. Description
99.1* Press release dated March 26, 2020
_________________________
* 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: March 27, 2020
| NEW CONCEPT ENERGY, INC. | |
|---|---|
| By: | /s/ Gene S. Bertcher |
| Gene<br>S. Bertcher | |
| President and | |
| Chief Financial Officer |
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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>Gene Bertcher (800) 400-6407<br><br> <br>info@newconceptenergy.com |
|---|
New ConceptEnergy, Inc. Reports Fourth Quarter and Full Year 2019 Results
Dallas – March 26, 2020 - New Concept Energy, Inc. (NYSE American: GBR), (the “Company” or “NCE”) a Dallas-based oil and gas company, today reported Results of Operations for the fourth quarter and the full year ended December 31, 2019.
During the three months ended December 31, 2019 the Company reported a net loss of $17,000 compared to a net loss of $55,000 for the same period ended December 31, 2018.
For the full year ended December 31, 2019 the Company reported a net loss of $2.3 million or ($0.46) per share, compared to a net loss of $484,000 or ($0.21) per share for the same period ended December 31, 2018.
Revenues: Total revenues from the oil & gas operation was $590,000 in 2019 and $682,000 in 2018. The decrease was due to the rate the Company received for the sale of its natural gas during 2019.
Operating Expenses: Operating expenses for continuing oil & gas operations was $686,000 in 2019 and $844,000 in 2018. This decrease was principally due to a reduction of depreciation and depletion expense of $166,000.
In 2019 pursuant to the requirements of the “full cost ceiling test” for oil & gas companies we recorded a non-cash charge to operations of $2.3 million to write down its investment in West Virginia. In September 2019 the Company unsuccessfully drilled a well which resulted in dry hole. As the well did not prove up the estimated probable and possible reserves, the Company had to deem the applicable reserve estimates as impaired. In the third quarter the company booked an impairment expense of $2,285,000 which represents a reduction of both the estimated probable and possible reserves as well as the cost of drilling the failed well. This charge to earnings was caused by a revaluation of the Company's non-producing oil and gas reserves.
Corporate Expenses were $412,000 in 2019 and $353,000 in 2018. The increase was principally due to an increase in consulting expenses.
Interest Income: Interest Income was $237,000 in 2019 as compared to $37,000 in 2018. The increase was due to the interest earned from investing the proceeds from the issuance and sale of common stock in December 2018.
About New Concept Energy, Inc.
New Concept Energy, Inc. is a Dallas-based oil and gas company which owns oil and gas wells and mineral leases in Ohio and in West Virginia. For more information, visit the Company’s website at www.newconceptenergy.com.
Contact:
New Concept Energy, Inc.
Gene Bertcher (800) 400-6407
info@newconceptenergy.com
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||
| (amounts in thousands) | |||
| 2018 | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 22 | $ | 361 |
| Accounts receivable from oil and gas sales | 73 | 72 | |
| Current portion note receivable (including 4,005 and 4,017 in 2019 and 2018 from related parties) | 4,046 | 4,063 | |
| Total current assets | 4,141 | 4,496 | |
| Oil and natural gas properties (full cost accounting method) | |||
| Proved developed and undeveloped oil and gas properties, net of depletion | 767 | 2,517 | |
| Property and equipment, net of depreciation | |||
| Land, buildings and equipment - oil and gas operations | 668 | 618 | |
| Note Receivable | 214 | 251 | |
| Total assets | 5,790 | $ | 7,882 |
All values are in US Dollars.
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS - CONTINUED | |||||
| (amounts in thousands, except share amounts) | |||||
| 2018 | |||||
| Liabilities and stockholders' equity | |||||
| Current liabilities | |||||
| Accounts payable - trade (including 180<br> and 37 in 2019 and 2018 due to related parties) | 355 | $ | 59 | ||
| Accrued expenses | 35 | 32 | |||
| Current portion of long term debt | 44 | 59 | |||
| Total current liabilities | 434 | 150 | |||
| Long-term debt | |||||
| Notes payable less current portion | 177 | 201 | |||
| Asset retirement obligation | 2,770 | 2,770 | |||
| Total liabilities | 3,381 | 3,121 | |||
| 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, 5,131,934 shares | |||||
| at December 31, 2019 and 2018 | 51 | 51 | |||
| Additional paid-in capital | 63,579 | 63,579 | |||
| Accumulated deficit | (61,222 | ) | (58,870 | ) | |
| 2,409 | 4,761 | ||||
| Total liabilities & stockholders' equity | 5,790 | $ | 7,882 |
All values are in US Dollars.
| NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
| (amounts in thousands, except per share data) | ||||||||
| 2018 | 2017 | |||||||
| Revenue | ||||||||
| Oil and gas operations, net of royalties | 590 | $ | 682 | $ | 791 | |||
| 590 | 682 | 791 | ||||||
| Operating expenses | ||||||||
| Oil & gas operations | 686 | 844 | 1,027 | |||||
| Corporate general and administrative | 412 | 353 | 408 | |||||
| Impairment of natural gas and oil properties | 2,285 | — | 2,626 | |||||
| 3,383 | 1,197 | 4,061 | ||||||
| Operating earnings (loss) | (2,793 | ) | (515 | ) | (3,270 | ) | ||
| Other income (expense) | ||||||||
| Interest income (including 240 and 17 for the year ended 2019 and 2018 from related parties) | 257 | 37 | 25 | |||||
| Interest expense | (15 | ) | (18 | ) | (24 | ) | ||
| Other income (expense), net | 199 | 12 | 28 | |||||
| 441 | 31 | 29 | ||||||
| Earnings (loss) from continuing operations | (2,352 | ) | (484 | ) | (3,241 | ) | ||
| Earnings from discontinued operations | — | — | (5 | ) | ||||
| Net income (loss) applicable to common shares | (2,352 | ) | $ | (484 | ) | $ | (3,246 | ) |
| Net income (loss) per common share-basic and diluted | (0.46 | ) | $ | (0.21 | ) | $ | (1.59 | ) |
| Weighted average common and equivalent shares outstanding - basic | 5,132 | 2,358 | 1,947 |
All values are in US Dollars.