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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

Dallas, Texas

 

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 CFR 230.425)
[]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of Each Class

 

Trading

Symbol

 

 

Name of Each Exchange on which Registered

 

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 of Security 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

For

Of Shares

Voted, % For

No. of Votes Withheld No. of Votes Abstained

Broker Non-

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

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 S. Bertcher
      Chairman of the Board, President,
    Chief Executive Officer and Chief
      Financial Officer

Exhibit 99.1

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

Contact:

 

New Concept Energy Inc.

Investor Relations

Gene Bertcher, (800) 400-6407

info@newconceptenergy.com

 

New Concept Energy, Inc. Reports Third Quarter 2022 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 

 

3 
 

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