New Concept Energy, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>New Concept Energy, Inc. (GBR) has submitted its 2023 10-K filing, detailing its operations in the Crude Petroleum & Natural Gas sector.</b>

AI Summary

New Concept Energy, Inc. (GBR) filed a Annual Report (10-K) with the SEC on April 1, 2024. New Concept Energy, Inc. (GBR) filed its 10-K for the fiscal year ending December 31, 2023. The company is classified under SIC code 1311: Crude Petroleum & Natural Gas. The filing covers the period from January 1, 2023, to December 31, 2023. Previous names include CabelTel International Corp, GREENBRIAR CORP, and MEDICAL RESOURCE COMPANIES OF AMERICA. The company's principal business address is in Dallas, Texas.

Why It Matters

For investors and stakeholders tracking New Concept Energy, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of GBR's financial performance and operational activities for the fiscal year 2023, crucial for investors assessing the company's current standing. Understanding the company's historical name changes and its SIC classification offers context into its business evolution and industry focus.

Risk Assessment

Risk Level: low — New Concept Energy, Inc. shows low risk based on this filing. The filing is a standard 10-K, providing historical financial data without immediate indicators of significant new risks or opportunities.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand the company's operational performance and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-01 — Filing Date (Filed as of date)
• 10-K — Form Type (Conformed submission type)

Key Players & Entities

• New Concept Energy, Inc. (company) — Filer name
• GBR (company) — Ticker symbol
• 1311 (other) — Standard Industrial Classification code
• Dallas, TX (location) — Business address state and city
• CabelTel International Corp (company) — Former company name
• GREENBRIAR CORP (company) — Former company name
• MEDICAL RESOURCE COMPANIES OF AMERICA (company) — Former company name

FAQ

Industry Context

New Concept Energy operates within the Crude Petroleum & Natural Gas industry, a sector characterized by exploration, extraction, and production of energy resources.

Regulatory Implications

As a publicly traded company in the US, New Concept Energy is subject to the reporting requirements of the Securities and Exchange Commission (SEC), including the annual filing of Form 10-K.

What Investors Should Do

1. Analyze the financial statements within the 10-K for revenue, expenses, and profitability trends.
2. Examine any disclosed risk factors to understand potential challenges and uncertainties facing the company.
3. Research the company's historical filings and business evolution, given its previous name changes.

Key Dates

• 2023-12-31: Fiscal Year End — Defines the reporting period for the 10-K.
• 2024-04-01: Filing Date — Indicates when the 10-K was officially submitted to the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the core financial and operational data for New Concept Energy for the fiscal year 2023.)

SIC Code

Standard Industrial Classification code, used to classify businesses based on their primary activity. (GBR's SIC code (1311) indicates its focus on Crude Petroleum & Natural Gas extraction.)

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023, following previous filings for earlier periods.

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 GBR NYSE AMERICAN Securities regist
• $100,000 — 16,000 of industrial area is leased for $100,000 per annum. Oil and Gas Operations In
• $1.06 — price of the Company's Common Stock was $1.06 per share. The Company's Common Stock w
• $459,000 — 2022, the Company had current assets of $459,000 and $466,000 and current liabilities of
• $466,000 — pany had current assets of $459,000 and $466,000 and current liabilities of $75,000 and
• $75,000 — and $466,000 and current liabilities of $75,000 and $63,000, respectively. Cash and ca
• $63,000 — and current liabilities of $75,000 and $63,000, respectively. Cash and cash equivalen
• $447,000 — ely. Cash and cash equivalents totaled $447,000 at December 31, 2023 and $436,000 at De
• $436,000 — taled $447,000 at December 31, 2023 and $436,000 at December 31, 2022. New Concept's pri
• $101,000 — s from rent for the leased property was $101,000 in 2023 and 2022. Revenues from managin
• $51,000 — nd gas operations for a third party was $51,000 and $111,000 in 2023 and 2022. The mana
• $111,000 — tions for a third party was $51,000 and $111,000 in 2023 and 2022. The management agreem
• $57,000 — penses for the real estate property was $57,000 in 2023 and 2022. General and administr
• $338,000 — eneral and administrative expenses were $338,000 in 2023 and $317,000 in 2022. Interest
• $317,000 — tive expenses were $338,000 in 2023 and $317,000 in 2022. Interest Income : Interest In

Filing Documents

• b32224010k.htm (10-K) — 564KB
• ex21_1.htm (EX-21.1) — 3KB
• ex31_1.htm (EX-31.1) — 8KB
• ex32_1.htm (EX-32.1) — 4KB
• turnerstone_footer.jpg (GRAPHIC) — 34KB
• turnerstone_logo.jpg (GRAPHIC) — 15KB
• 0001214659-24-005800.txt (&nbsp;) — 2999KB
• gbr-20231231.xsd (EX-101.SCH) — 22KB
• gbr-20231231_cal.xml (EX-101.CAL) — 29KB
• gbr-20231231_def.xml (EX-101.DEF) — 48KB
• gbr-20231231_lab.xml (EX-101.LAB) — 193KB
• gbr-20231231_pre.xml (EX-101.PRE) — 152KB
• b32224010k_htm.xml (XML) — 386KB

Forward-Looking Statements

Forward-Looking Statements 4 PART I 4

Business

Item 1. Business 4

Risk Factors

Item 1A. Risk Factors 5

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 5

Cybersecurity

Item 1C. Cybersecurity 5

Properties

Item 2. Properties 6

Legal Proceedings

Item 3. Legal Proceedings 6 PART II 6

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6

Selected Financial Data

Item 6. Selected Financial Data 7

Management's Discussion and Analysis of Financial Condition and Results of Operation

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation 7

: Quantitative and Qualitative Disclosures About Market Risk

Item 7a: Quantitative and Qualitative Disclosures About Market Risk 8

Financial Statements

Item 8. Financial Statements 8

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 8

Controls and Procedures

Item 9a. Controls and Procedures 8

Other Information

Item 9b. Other Information 9 PART III 9

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 9

Executive Compensation

Item 11. Executive Compensation 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 15

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 15 PART IV 17

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 17

Form 10-K Summary

Item 16. Form 10-K Summary 17

SIGNATURES

SIGNATURES 34 3 Table of Contents NEW CONCEPT ENERGY, INC.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words "estimate," "plan," "intend," "expect," "anticipate," "and believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this Report and in the documents incorporated herein by reference. New Concept Energy, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in any forward-looking statements are described under Item 1A. Risk Factors beginning on page 5. PART I

Business

Item 1. Business New Concept Energy, Inc. ("New Concept," "NCE" or the "Company" or "we" or "us") was incorporated in Nevada on May 31, 1991, under the name Medical Resource Companies of America, Inc. The Company is the successor-by-merger to Wespac Investors Trust, a California business trust that began operating in 1982. On March 26, 1996, the name was changed to Greenbriar Corporation. On February 8, 2005, the name of the Company was changed to CabelTel International Corporation. On May 21, 2008, the name of the company was changed to New Concept Energy, Inc. Real Estate Operations The Company owns approximately 190 acres of land located in Parkersburg, West Virginia. Located on the land are four structures totaling approximately 53,000 square feet. Of this total area the main industrial / office building contains approximately 24,800 square feet of which as of December 31, 2023 approximately 16,000 of industrial area is leased for $100,000 per annum. Oil and Gas Operations In August 2020, the Company sold its oil and gas wells and mineral leases which were located in Ohio and West Virginia. Effective 1/1/2022 the company entered into a Consulting Management Agreement with the current owner of the oil and gas wells whereby the Company will receive 10% of the revenue received from these wells in exchange for providing advisory, accounting and management services. The agreement can be terminated by either party after providing 60 days' notice to the other party. Business Strategy The Company is a Nevada corporation. The Company intends to continue to operate and or sell its West Virginia property. The Company is providing advisory and management services for an independent West Virginia oil and gas company. The Company seeks to establish or acquire new business operations. Insurance The Company currently maintains property and liability insurance intended to cover claims for its real estate and corporate operations. Employees At December 31, 202

Risk Factors

Item 1A. Risk Factors Risks Related to the Company An investment in our securities involves certain risks. An investor should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities. Our governing documents contain anti-takeover provisions that may make it more difficult for a third party to acquire control of us. Our Articles of Incorporation contain provisions designed to discourage attempts to acquire control of the Company by a merger, tender offer, proxy contest or removal of incumbent management without the approval of our Board of Directors. As a result, a transaction which otherwise might appear to be in your best interests as a stockholder could be delayed, deferred or prevented altogether, and you may be deprived of an opportunity to receive a premium for your shares over prevailing market rates. The provisions contained in our Articles of Incorporation include: 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.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments Not applicable.

Cybersecurity

Item 1C. Cybersecurity We rely on the information technology and systems maintained by Pillar Income Asset Management, Inc. ("Pillar"), an entity which provides a number of services to the Company, and we rely on Pillar and its' personnel to identify and manage material risks from cybersecurity threats. Pillar takes various actions, and incurs significant costs, to maintain and manage the operation and security of information technology and systems, including the data maintained in those systems. We believe that Pillar's Director of Information Technology and his associates endeavor to evaluate and address cyber risks in alignment with our business objectives, operational needs and industry-accepted standards, such as the National Institute of Standards and Technology ("NIST") and CIS Critical Security Controls frameworks. Since we rely on accounting, financial, operational, management and other information systems, including the Internet and third-party hosted services to conduct our operations, store personal and sensitive data, process financial information and results of operations for internal reporting purposes and comply with financial reporting, legal and tax requirements, we have processes and procedures in place to monitor the prevention, detection, mitigation and remediation of cybersecurity risks. These include, but are not limited to (i) maintaining a defined and practiced incident response plan; (ii) employing appropriate incident prevention and detection safeguards; (iii) maintaining a defined disaster recovery policy and employing disaster recovery software, where appropriate; (iv) educating, training and testing our user community on information security practices and identification of potential cybersecurity risks and threats; and (v) reviewing and evaluating new developments in the cyber threat landscape. Recognizing the complexity and evolving nature of cybersecurity risk, we engage with a range of external support in evaluating, monitoring and

Properties

Item 2. Properties The Company's principal offices are located at 1603 LBJ Freeway Suite 800, Dallas, Texas 75234. The Company believes this space is presently suitable, fully utilized and will be adequate for the foreseeable future. The Company owns approximately 190 acres of land located in Parkersburg, West Virginia. Located on the land are four structures totaling approximately 53,000 square feet. Of this total area the main industrial / office building contains approximately 24,800 square feet.

Legal Proceedings

Item 3. Legal Proceedings Currently the Company is not involved in any material legal proceedings. PART II

Market for Registrant's Common Equity,

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The common stock of the Company is listed and traded on the NYSE American using the symbol "GBR." The following table sets forth the high and low sales prices as reported in the reporting system of the NYSE American and other published financial sources. 2023 2022 High Low High Low First Quarter $ 1.40 $ 0.99 $ 6.25 $ 2.22 Second Quarter $ 1.26 $ 1.02 $ 3.47 $ 1.54 Third Quarter $ 1.24 $ 0.92 $ 2.34 $ 1.05 Fourth Quarter $ 1.37 $ 1.02 $ 2.00 $ 1.06 On March 29, 2024, the closing price of the Company's Common Stock was $1.06 per share. The Company's Common Stock was held by approximately 3,500 stockholders. 6 Table of Contents Dividends The Company paid no dividends on its Common Stock in 2023 or 2022. The Company has not paid cash dividends on its Common stock during at least the last ten fiscal years and it has been the policy of the Board of Directors of the Company to retain all earnings to pay down debt and finance future expansion and development of its businesses. The payment of dividends, if any, will be determined by the Board of Directors in the future in light of conditions then existing, including the Company's financial condition and requirements, future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board of Directors. Purchases of Equity Securities The Board of Directors has not authorized the repurchase of any shares of its Common Stock under any share repurchase program. However, from time to time in the past, the Company has purchased from stockholders less than 100 shares on request of such persons to save the cost of commissions. No such purchases were made in 2023 or 2022.

Selected Financial Data

Item 6. Selected Financial Data Optional and not included.

Management's Discussion and Analysis of

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation Overview The Company's operations during 2023 include both leasing its office building located in Parkersburg West Virginia and managing the oil and gas operations it sold in August 2020 to a third party. The Company's principal source of cash and income was the interest it receives from notes receivables. Critical Accounting Policies and Estimates The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of the Company's accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments and estimates are based upon the Company's historical experience, current trends and information available from other sources that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Deferred Tax Assets Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. The future recoverability of the Company's net deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of the loss carry forwards. At December 31, 2023, the Company had a deferred tax asset due to tax deductions available to it in future years. However, as management could not determine that it was more likely than not that t

: Quantitative and Qualitative Disclosures about

Item 7a: Quantitative and Qualitative Disclosures about Market Risk As of December 31, 2023 the Company has no outstanding long term debt, therefore, the Company has no risk from exposure to changes in interest rates.

Financial Statements

Item 8. Financial Statements The consolidated financial statements required by this Item begin at page 16 of this Report.

Changes In and Disagreements with Accountants

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None.

Controls and Procedures

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Based on an evaluation by our management (with the participation of our Principal Executive Officer and Principal Financial Officer), as of the end of the period covered by this report, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. There has been no change in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 8 Table of Contents Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These limitations include the possibility of human error, the circumvention of overriding of the system and reasonable resource constraints. Because of its inheren

Other Information

Item 9B. Other Information Not applicable . PART III

Directors, Executive Officers and Corporate

Item 10. Directors, Executive Officers and Corporate Governance Directors The affairs of the Company are managed by the Board of Directors. The directors are elected at the Annual Meeting of Stockholders or appointed by the incumbent Board and serve until the next Annual Meeting of Stockholders, until a successor has been elected or approved, or until earlier resignation, removal or death. It is the Board's objective that a majority of the Board consists of independent directors. For a director to be considered "independent," the Board must determine that the director does not have any direct or indirect material relationship with the Company. The Board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements in the NYSE American Stock Exchange listing rules. The independence guidelines are set forth in the Company's "Corporate Governance Guidelines." The text of this document has been posted on the Company's internet website at http://www.newconceptenergy.com and is available in print to any stockholder who requests it. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independent determination. 9 Table of Contents The Company has adopted a code of conduct that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Stockholders may find our Code of Conduct on our internet website address at http://www.newconceptenergy.com . We will post any amendments to the Code of Conduct as well as any waivers that are required to be disclosed by the rules of the SEC or the NYSE AMERICAN on our website. Our Board of Directors has adopted charters for our Audit, Compensation and Governance and Nominating Committees of the Board of Directors. Stockholders may find these documents on our website by going to the w