UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year ended December 31, 20112014
 OR
[    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM             TO         
 Commission File Number 000-08187
NEW CONCEPT ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 75-2399477
(State or other jurisdiction of
Incorporation or organization)
 (IRS Employer Identification Number)
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
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of each exchange on which registered
Common Stock, $0.01 par value American Stock ExchangeNYSE MKT

Securities registered pursuant to Section 12(g) of the Act:               None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]  No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [X] No [  ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [  ]   No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes [  ]   No [X]
 
1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer______Accelerated filer______
Non-accelerated filer______Smaller reporting company__X___
__X___

The aggregate market value of the shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price at which the common equity was last sold which was the sales price of the Common Stock on the American Stock ExchangeNYSE MKT as of June 30, 20112014 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $2,092,000$923,000 based upon a total of 804,492895,982 shares held as of June 30, 20112013 by persons believed to be non-affiliates of the Registrant.  The basis of the calculation does not constitute a determination by the Registrant as defined in Rule 405 of the Securities Act of 1933, as amended, such calculation, if made as of a date within sixty days of this filing, would yield a different value.

As of March 30, 2012,31, 2015, there were 1,946,935 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE
 
 
 
2

NEW CONCEPT ENERGY, INC.

The undersigned registrant hereby further amends the following items, exhibits, or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 as set forth below in the substituted pages attached hereto which replace the same numbered pages in the original filing.

“Exhibit 21.1" - Subsidiaries of Registrant is included.
“Exhibit 31.1" - Certification pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended, of Principal Executive Officer and Chief Financial Officer has been corrected.
“Exhibit 32.1" - Certification of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1850 has been corrected.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated:  March 21, 2013New Concept Energy, Inc.
By: /s/ Gene S. Bertcher
Gene S. Bertcher
Principal Executive Officer,
President and Chief Financial Officer
31
 
 
NEW CONCEPT ENERGY, INC.
Index to Annual Report on Form 10-K
Fiscal year ended December 31, 20112014


Forward-Looking Statements
53
  
PART I
53
  
Item 1.  Business
53
Item 1A.  Risk Factors
95
Item 1B.  Unresolved Staff Comments
105
Item 2.  Properties
106
Item 3.  Legal Proceedings
128
Item 4.  Mine Safety Disclosures
139
  
PART II
1310
  
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
13
10
Item 6.  Selected Financial Data
1510
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation
1611
Item 7a:7A:  Quantitative And Qualitative Disclosures About Market Risk
1914
Item 8.  Financial Statements
1914
Item 9.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
1914
Item 9A.  Controls and Procedures 14 
Item 9B.   Other Information 15 
  
PART III
2116
  
Item 10.  Directors, Executive Officers and Corporate Governance
2116
Item 11.  Executive Compensation
2518
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
27 
20
Item 13.  Certain Relationships and Related Transactions, and Director Independence
2821
Item 14.  Principal Accounting Fees and Services
2922
  
PART IV
3224
  
Item 15.  Exhibits and Financial Statement Schedules
3324
  
SIGNATURES
3546
 
 
 
 
42
 
 
 
NEW CONCEPT ENERGY, INC.
 
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”, “believe”“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 -8-.5.
 
PART I
 
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.

Oil and Gas Operations

The Company, through its wholly owned subsidiaries Mountaineer State Energy, Inc. and Mountaineer State Operations, LLC.LLC, owns and operates oil and gas wells and mineral leases in Athens and Meigs Counties in Ohio and in Calhoun, Jackson and Roane Counties in West Virginia. The vast majority of thisour oil & gas operation was acquired through the acquisition of the Carl E. Smith Companies in 2008  2008.  

As of March 30, 2012December 31, 2014 the Company has 129153 producing gas wells, 2731 non-producing wells and related equipment and mineral leases covering approximately 20,000 acres.

With the exception of 7 wells that were drilled during the past year the wells in West Virginia and Ohio were drilled in the 1960’s, the majority were drilled in the 1970’s and 1980’s.  The majority of wells are located on leased property under mineral rights contracts.


Estimates of total, proved net oil or gas reserves

Reserve Rule Changes:  During 2009, the SEC issued its final rule on the modernization of oil and gas reporting (the "Reserve Ruling") and the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2010-03 ("ASU 2010-03") "Extractive Industries – Oil and Gas," which aligns the estimation and disclosure requirements of FASB Accounting Standards Codification Topic 932 with the Reserve Ruling.  The Reserve Ruling and ASU 2010-03 are effective for Annual Reports on Form 10-K for fiscal years ending on or after December 31, 2009.  The key provisions of the Reserve Ruling and ASU 2010-03 are as follows:

·  Expanding the definition of oil and gas-producing activities to include the extraction of saleable hydrocarbons, in the solid, liquid or gaseous state, from oil sands, coal beds or other nonrenewable natural resources that are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction;

·  Amending the definition of proved oil and gas reserves to require the use of an average of the first-day-of-the-month commodity prices during the 12-month period ending on the balance sheet date rather than the period-end commodity prices;

·  Adding to and amending other definitions used in estimating proved oil and gas reserves, such as "reliable technology" and "reasonable certainty";

·  Broadening the types of technology that an issuer may use to establish reserves estimates and categories; and,

·  Changing disclosure requirements and providing formats for tabular reserve disclosures.

5
According to our independent reserve engineering firm, Lee Keeling & Associates, Inc. as of December 31, 2011, our Proved Reserves in Ohio and West Virginia were approximately 2.5 million Mcf of natural gas and 103 thousand Bbls of oil.  Of the total Proved Reserves, approximately 43% were Proved Developed Reserves.  As of December 31, 2011, the related PV-10 of our Proved Reserves was approximately $10.9 million from Ohio & West Virginia.  Additionally the company has other Proved Reserves of approximately $250 thousand in Fayetteville Arkansas.  During the year ended December 31, 2011, we produced approximately 176,554 Mcf of natural gas and 5,074 Bbls of oil.

Additional Oil and Gas Information

Production
2011 - 176,654 Mcf of natural gas and 5,074 Bbls of oil
2010 - 192,000 Mcf of natural gas and 1,855 Bbls of oil
2009 - 236,000 Mcf of natural gas

Average sales price per unit
2011 - $5.29 per Mcf and $92.98per Bbls
2010 - $6.37 per Mcf and $74.54 per Bbls
2009 - $5.26 per Mcf

Average production cost per unit
2011 - $0.79 per Mcf and Bbls
2010 - $0.49 per Mcf and Bbls
2009 - $0.30 per Mcf

Productive wells
2011 – 129
2010 – 121
2009 – 122

Developed acreage – approximately 20,000 acres

Drilling activity – The Company acquired the operations in Ohio and West Virginia in October 2008 andinitially focused on networking existing gas wells. During 2011 the Company has drilled 8 wells at a total costof approximately $950,000.

Retirement Community

The Company leases and operates Pacific Pointe Retirement Inn (“Pacific Pointe”) in King City, Oregon.  Pacific Pointe, began operations in 1993,a retirement center, has a capacity of 114 residents and provides community living with basic services such as meals, housekeeping, laundry, 24/7 staffing, transportation and social and recreational activities.  TheseOur residents do not yet need assistance or support with activities of daily living but prefer the physical and psychological comfort of a residential community of like-minded people and access to senior-oriented services.

At Pacific Pointe, the Company’s marketing and sales efforts are undertaken at the local level.  These efforts are intended to create awareness of our community and its services among prospective residents, their families, other key decision-makers and professional referral sources.
The average occupancy and lease rate per resident for our one retirement facility is as follows:


Average                      Average
OccupancyMonthly Rate

December 2007                                                                                                  99.8%                                    $2,028
December 2008                                                                                                  96.7%                                    $2,052
December 2009                                                                                                  93.8%                                    $2,123
December 2010                                                                                                  91.3%                                    $2,139
December 2011                                                                                                  90.5%                                    $2,191


6

Business Strategy

The Company is a Nevada corporation which owns and operates oil and gas wells in Ohio and West Virginia.

The Company intends to continue to pursue acquisition of undervalued or distressed oil and gas related businesses, as well as additional acquisitions of oil and gas leases.  The Company may choose to develop or resell the acquired acreage as management deems most beneficial to the Company. The Company’s strategy is dependent on available financing as well as the market price for oil and gas.

The Company intends to maintain its interest in the retirement center it currently operates, however, management intendshas no current intentions to focus its efforts on oil and gas and energy related investments.own or operate any additional retirement facilities.

Insurance

The Company currently maintains property and liability insurance intended to cover claims in its oil and gas operations, retirement community and corporate operations.  The provision of personal services entails an inherent risk of liability compared to more institutional long-term care communities.  The Company also carries property insurance on each of its owned and leased properties, as appropriate.
3

Employees

At December 31, 2011,2014, the Company employed, in all segments, 5249 people (24(27 full-time and 2822 part-time).  The Company believes it maintains good relationships with its employees.  None of the Company’s employees are represented by a collective bargaining group.

The Company’s operations are subject to the Fair Labor Standards Act.  Many of the Company’s employees are paid at rates related to the minimum wage and any increase in the minimum wage will result in an increase in labor costs.

Management is not aware of any non-compliance by the Company as regards applicable regulatory requirements that would have a material adverse effect on the Company’s financial condition or results of operations.

Quality Assurance

Energy Philosophy – The Company is committed to the preservation and enhancement of the environment in which we operate.  We are philosophically and operationally focused to continually prioritize the sensitivity of our ecological system in which we develop resources for our generation as well as our children’s.  Management’s legacy is to prove that the energy industry can develop the earth’s natural resources with clean and efficient technologies while preserving its fragile beauty.  Our technologies directly and significantly reduce the impact of our operations on nature and wildlife by minimizing surface disturbance.

Retirement Center Philosophy – The Company’s philosophy of management is to demonstrate by its actions and require from its employees high standards of personal integrity, to develop a climate of openness and trust, to demonstrate respect for human dignity in every circumstance, to be supportive in all relationships, to promote teamwork by involving employees in the management of their own work and to promote the free expression of ideas and opinions.  In operating a retirement community, our commitment to quality assurance is designed to achieve a high degree of resident and family member satisfaction with the care and services the Company provides.
 
7

Regular Property Inspections – Property inspections are conducted by corporate personnel.  These inspections cover the appearance of the exterior and grounds, the appearance and cleanliness of the interior, the professionalism and friendliness of staff and notes on maintenance.

Marketing

The Company’s sell most of its oil and natural gas production to one purchaser and alla limited number of its oil production to one purchaser.purchasers. While there is an available market for crude oil and natural gas production, we cannot be assured that the loss of this purchaserthese purchasers would not have a material impact on the Company. Further a reduction in the market price for oil and gas will have a negative effect on the Company’s financial position.

At Pacific Pointe, the Company’s marketing and sales efforts are undertaken at the local level.  These are intended to create awareness of our property and its services among prospective residents, their families and other key referral sources.  The property engages in traditional types of marketing activities such as special events, radio spots, direct mailings, print advertising, signs and yellow page advertising.  These marketing activities and media advertisements are directed to potential customers.

Government Regulation

Management is not aware of any non-compliance by the Company as regardsof applicable regulatory requirements that would have a material adverse effect on the Company’s financial condition or results of operations.

Competition

The oil and natural gas industry is highly competitive.  We encounter strong competition from other independent operators and from major oil companies in acquiring properties, contracting for drilling equipment and securing trained personnel.  Many of these competitors have financial and technical resources and personnel substantially larger than ours.  As a result, our competitors may be able to pay more for desirable leases, or to evaluate, bid for and purchase a greater number of properties or prospects than our financial or personnel resources will permit.

We are also affected by competition for drilling rigs and the availability of related equipment.  In the past, the oil and natural gas industry has experienced shortages of drilling rigs, equipment, pipe and personnel, which has delayed development drilling and other exploitation activities and has caused significant price increases.  We are unable to predict when, or if, such shortages may again occur or how they would affect our development and exploitation program.
4
 
Competition is also strong for attractive oil and natural gas producing properties, undeveloped leases and drilling rights, and we cannot assure you that we will be able to compete satisfactorily.  Many large oil companies have been actively marketing some of their existing producing properties for sale to independent producers.  We regularly evaluate acquisition opportunities and submit bids as part of our growth strategy.
 
Our retirement community is in a highly competitive environment which and will continue to become increasingly competitive in the future.  The Company competes with other retirement companies and numerous other companies providing similar long-term care alternatives, such as home healthcare agencies, community-based service programs and convalescent centers (nursing homes).
8
 
Available Information

The Company maintains an internet website at www.newconceptenergy.com.  The Company has available through the website, free of charge, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and amendments to those reports as soon as rea­sonably practicable after we electronically file or furnish such materials to the Securities and Exchange Commission.  In addition, the Company has posted the charters for our Audit Committee, Compensation Committee and Governance and Nominating Committee, as well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines on Director Independence and other information on the website.  These charters and principles are not incorporated in this Report by reference.  The Company will also provide a copy of these documents free of charge to stockholders upon request.  The Company issues Annual Reports containing audited financial statements to its common stockholders.
 

Item 1A.  Risk Factors


Risks Related to the Company

An investment in our securities involves various risks.  An investor should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities.

The oil & gas industry is highly competitive.  Competition for leasehold interests, subcontractors and qualified employees are keen and we are competing against companies that are larger, more experienced and better capitalized than we are.

The oil & gas industry faces exposure from changes in oil and gas prices due to market fluctuations beyond the Company’s control.

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.

As of March 30, 2012,27, 2015 a group of entities owned and controlled approximately 45%42% of the Company’s outstanding common stock.  This group has significant voting power to block any attempted change in control – See Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
 
9

Item 1B.  Unresolved Staff Comments

Not applicable.
 

5

Item 2.  Properties

The Company’s principal offices are located at 1603 LBJ Freeway Suite 300, Dallas, Texas 75234 in leased office space.75234.  The Company believes this space is presently suitable, fully utilized and will be adequate for the foreseeable future.

Retirement Community

The Company under a long term lease operates Pacific Pointe Retirement Inn (“Pacific Pointe”) in King City, Oregon.  Pacific Pointe began operations in 1993, has a capacity of 114 residents and provides community living with basic services such as meals, housekeeping, laundry, 24/7 staffing, transportation and social and recreational activities.  These residents do not yet need assistance or support with activities of daily living but prefer the physical and psychological comfort of a residential community of like-minded people and access to senior-oriented services.

The Company’s retirement community is suitable, fully utilized and adequate for the purpose to which it is devoted.

The average occupancy and lease rate per resident for our one retirement facility is as follows:

                                                                                                                                           Average                             Average
OccupancyMonthly Rate

December 2014                                                                                                  85.5%                                    $2,235
December 2013                                                                                                  90.0%                                    $2,290
December 2012                                                                                                  92.1%                                    $2,225
December 2011                                                                                                  90.5%                                    $2,191
December 2010                                                                                                  91.3%                                    $2,139


Oil and Gas

Reserve Estimation

The Company’s producing properties have been in production for over 20 years.  Because individual well production volumes were not available, composite production decline curves were constructed for each of the five counties in which these wells are located.  All five composite decline curves exhibit well-established production decline trends.  After reviewing all available information, it was determined that the most reliable method of estimating the Proved Developed Producing Reserves was by extrapolation of the existing production decline trends to the economic limit of production.

Proved Undeveloped Reserves were estimated by analogy to currently producing wells in the various areas producing from the same formations.

The Company’s reserve reports are prepared by independent petroleum engineers.  The process used to control the information provided to the independent petroleum engineers includes an initial compilation of production data by experienced senior management personal in the Company’s field office.  This data is independently reviewed by appropriate personal in the Company’s corporate office prior to being submitted to the independent petroleum engineer.  The submitted data is ultimately compared to the final reserve report and then agreed to the financial statement disclosures prepared by the Company.

The Company uses the petroleum engineering firm of Lee Keeling and Associates, Inc. to prepare its reserve estimates and future net revenues from its oil and gas properties.  The work is performed by a registered professional engineer who is a member of the Society of Petroleum Engineers with over 40 years of experience in the oil and gas industry.

 According to our independent reserve engineering firm, Lee Keeling & Associates, Inc. as of December 31, 2014, our Proved Reserves in Ohio and West Virginia were approximately 2.9 million Mcf of natural gas and 139 thousand Bbls of oil.  Of the total Proved Reserves, approximately 33% were Proved Developed Reserves.  As of December 31, 2014, the related PV-10 of our Proved Reserves was approximately $10.8 million from Ohio & West Virginia.



 
106
 
Additional Oil and Gas Information

Production

2014 - 159,000 Mcf of natural gas and 10,459 Bbls of oil
2013 - 194,000 Mcf of natural gas and 12,404 Bbls of oil
2012 - 178,000 Mcf of natural gas and   8,115 Bbls of oil


Average sales price per unit

2014 - $4.53 per Mcf and $90.82 per Bbls
2013 - $4.23 per Mcf and $96.00 per Bbls
2012 - $3.59 per Mcf and $92.43 per Bbls


Productive wells

2014 – 153
2013 – 152
2012 – 152


Developed acreage – approximately 20,000 acres

Drilling activity – The Company acquired the operations in Ohio and West Virginia in October 2008 and has, for the most part, focused on improving production from wells. Since the acquisition the Company has drilled 15 wells.

Development plan

In September 2008, the Company through its acquisition of Carl E. Smith, Inc. (now known as Mountaineer State Energy, Inc.) acquired 20,000 acres of mineral rights in Ohio and West Virginia.  The 20,000 acres are both surrounded and interspersed of hundreds of existing wells of which 121138 producing wells were owned by the Company and other non-related entities owned the rest of such wells.  The entire area has pipelines in place and decades of information regarding reserves.

In connection with the acquisition, the Company formulated a development plan to first  rework existing wells, to improve production using modern technology (both in proved developedProved Developed and proved undeveloped reserves)Proved Undeveloped Reserves), and to follow up with the drilling of new wells. The Company’s plan is to use the current knowledge of the area and new technologies available to both rework its existing wells and drill new wells.

During 2011 the Company drilled 8 new oil wells.

Proved Reserves

The following table presents our estimated proved reservesProved Reserves as of December 31, 2011.2014.  These estimates correspond with the method used in presenting the “Supplemental Information on Oil and Gas Operations” in Note ON to our consolidated financial statements included in this report.
 
 Gas Oil  Gas Oil 
 (MMCF) (MBBLS)  (MMCF) (MBBLS) 
Proved Reserves          
U.S. Onshore
          
Developed Producing
 
1,105
 
57
  
673
 
53
 
Developed Non-Producing
 
-
 
-
  
25
 
18
 
Undeveloped
  
1,447
  
47
   
2,168
  
68
 
Total Proved Reserves
  
2,552
  
104
   
2,866
  
139
 


7
The following table presents the changes in our total proved undeveloped reserves.
 
  Gas  Oil 
  (MMCF)  (MBBLS) 
Proved undeveloped reserves as of December 31, 2010
  
5,055
   
57
 
      Revaluation of undeveloped reserves
  
(3,608
)
  
52
 
Conversion to proved developed reserves
      
(42
)
         
Proved undeveloped reserves as of December 31, 2011
  
1,447
   
47
 
  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
 

Well Statistics

The following table sets forth our wells (all natural gas) as of December 31, 2011.2014.
 
 Acres  Wells 
 Gross (1) Net (2)  Gross (1) Net (2) 
U.S. Onshore
          
Producing
 
121
 
121
  
153
 
148
 
Non-Producing
  
95
  
95
   
31
  
31
 
Total wells
  
216
  
216
   
184
  
179
 

(1)  Gross wells are the sum of all wells in which we own an interest.
(2)  Net wells are gross wells multiplied by our fractional working interests on the well.
 
11

Acreage Statistics

The following table sets forth our developed and undeveloped oil and gas lease and mineral acreage as of December 31, 2011.2014.
 
  Acres 
  Gross (1)  Net (2) 
U. S Onshore
      
Developed
  
19,375
   
19,375
 
Undeveloped
  
-
   
-
 
Total Acreage
  
19,375
   
19,375
 

(1) Gross acres are the sum of all acres in which we own an interest.
(2) Net acres are gross acres multiplied by our fractional working interests on the acreage.
 
Item 3.  Legal Proceedings

Carlton Energy Group, LLC


In December 2006, Carlton Energy Group, LLC (“Carlton”) instituted litigation against an individual, Eurenergy Resources Corporation (“Eurenergy”) and several other entities including New Concept Energy, Inc., whichthe Company (which was then known as CabelTel International Corporation (the “Company”)Corporation) alleging tortuous conduct, breach of contract and other matters and as to the Company that it was the alter ego of Eurenergy. The Carlton claims were based upon an alleged tortuous interference with a contract by Thethe individual and Eurenergy related to the right to explore a coal bed methane concession in Bulgaria which had never (and has not to this day) produced a drop of hydrocarbons. At no time during the pendency of this project or since did the companyCompany or any of its officers or directors have any interest whatsoever in the success or failure of the so-called “Bulgaria Project”. However, in the litigation, Carlton alleged that the Company was the alter-ego“alter-ego” of certain of the other Defendants including Eurenergy.

Following a jury trial in 2009, the Trial Court (295th District Court of Harris County, Texas) reduced the actual damages found by the jury of $66.5 million and entered judgment against EurEnergy and Thethe individual jointly and severally for $31.16$31.12 million in actual damages on its tortuous-interference claim and the Court further assessed exemplary damages against The individual and EurEnergy in the amount of $8.5 million each. The Court granted a judgment for the Company finding that it was not the alter ego“alter ego” of any of the other parties and thereby would not incur any damages.
8

Cross appeals were filed by Carlton, Thethe individual and EurEnergy to the Court of Appeals for the First District of Texas (the “Court of Appeals”) which rendered its opinion on February 14, 2012.  The Court of Appeals opinion, among other things, reinstated the jury award of actual damages jointly and severely against Thethe individual and EurEnergy in the amount of $66.5 million and overturned the Trial Court’s ruling favorable to the Company rendering a judgment for that amount plus exemplary damages against the Company as the “alter ego” of Eurenergy.

The Company plans to fileand other defendants filed a Petition for Review of the Court of Appeals DecisionOpinion with the Supreme Court of the State of Texas. After requesting a response from the Plaintiff the Supreme Court requested a full briefing on the merits. In March 2013 the Court granted the Petition for Review and oral arguments were heard in September 2013. The parties are awaiting a decision by the Court

 The Company vigorously denies that it is the “alter ego” of any other entity; further the Company strongly believes that the Court of Appeals opinion is erroneous in concluding that the Company is an “alter ego” of any other entity which is contrary to Nevada substantive law. There are also questions regarding the underlying liability of EurEnergy and if Eurenergy is successful in its petition for review or, even if unsuccessful if the Company is successful on its positions described above, the Trial Court’s judgment could be reinstated and the Company would have no liability on this claim.
 
12

Chesapeake Exploration Limited Partnership and Chesapeake Operating, Inc. (“Chesapeake”)

In January 2006, the Company entered into a joint operating agreement evidencing its acquisition of a 5% interest in two gas wells being drilled and ultimately operated by Chesapeake.  The Company relied on the cost projections provided by Chesapeake to make its investment decision.  Subsequent to its investment, the Company received an invoice from Chesapeake for $556,217 which, according to Chesapeake, represents the Company’s 5% share of additional costs incurred by Chesapeake in drilling the wells.  The Company believesbelieved that these additional costs far exceed any reasonable expense that should have been incurred in drilling the two wells and were incurred without notifying the Company of such expenses. The Company has requested an accounting ofdid not pay the additional expenses and a reconciliation of the final costs to the cost estimates previously presented.charges.  In April 2007, Chesapeake filed a lawsuit against the Company and others in District Court of Tarrant County, Texas.

In March 2011, Chesapeake received a summary judgment award including prejudgment interest for $686,874 plus $65,000 in legal fees. Further, the judgment awarded Chesapeake additional legal fees of $30,000 should the Company file unsuccessful appeals to the Court of Appeals and the Texas Supreme Court. Chesapeake would also receive to post judgment interest.

The judgment did however acknowledge that the plaintiff did not pay the Company for it’s pro rata share of the gas produced by the two wells during the entire period in question.

The Company appealed the judgment to the Court of Appeals which reduced the judgment by $22,000, but otherwise affirmed the lower court ruling. The Company filed an appeal with the Texas Supreme Court; however on February 15, 2013 the Texas Supreme Court denied the petition.

Following the ruling in March 2011, the Company arranged for a bond to the benefit of Chesapeake from a third party bonding company for approximately $791,960. In February 2014 the Company paid the bonding company $791,960 which in turn paid Chesapeake.

There still remains the matter of the gas that is owed to the Company for it’s pro rata share of the gas produced and withheld by Chesapeake. The Company has appealed the judge’s ruling. The Companyestimated that there is vigorously pursuing its legal options   however the Company has also recorded the it’s potential obligation should Chesapeake prevail.

 The wells in question are producing naturalapproximately 70,000 MCF of gas tofor which the Company is entitledneeds to its pro rata share.be paid or receive in kind which would then be sold. In 2013, Chesapeake is withholdingsold the amounts due the company until the legal matter is resolved. As of December 2011two wells to BHP Billiton Petroleum (“BHP”). In 2014 BHP has begun paying the Company has recorded a liability due Chesapeakefor its oil and gas interests out of $491,000.current monthly production.

Other

The Company has been named as a defendant in other lawsuits in the ordinary course of business.  Management is of the opinion that these lawsuits will not have a material effect on the financial condition, results of operations or cash flows of the Company.


Item 4.  Mine Safety Disclosures
 
Not Applicable


9
PART II
 
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 American Stock Exchange (“AMEX”)NYSE MKT using the symbol “GBR”.  The following table sets forth the high and low sales prices as reported in the reporting system of the AMEXNYSE MKT and other published financial sources
sources.

  2011  2010 
  High  Low  High  Low 
             
First Quarter
  
6.76
   
2.96
   
5.30
   
3.26
 
Second Quarter
  
3.87
   
2.23
   
5.30
   
3.30
 
Third Quarter
  
2.53
   
1.85
   
3.69
   
2.14
 
Fourth Quarter
  
2.39
   
1.76
   
5.49
   
2.63
 

13
  2014  2013 
  High  Low  High  Low 
First Quarter $2.16  $1.62  $1.89  $1.23 
Second Quarter $5.25  $1.72  $1.49  $1.00 
Third Quarter $3.37  $1.56  $1.56  $1.06 
Fourth Quarter $1.51  $0.85  $2.58  $1.24 
 
On March 27, 201220, 2015 the closing price of the Company’s common stockCommon Stock was $2.98$2.32 per share.  According to the Transfer Agent’s records, at March 27, 2011 our common stock22, 2015 the Company’s Common Stock was held by approximately 435398 holders of record.

Dividends

The Company paid no dividends on its common stockCommon Stock in 20112014 or 2010.2013.  The Company has not paid cash dividends on its commonCommon 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 long-term 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 stockCommon Stock under any share repurchase program, except when stockholders owning less than one round lot (100 shares) so request, the Company will purchase shares at market closing on the last trading day prior to receipt of the certificate(s).  The Company repurchased no shares during the three months ended December 31, 2011.
2014.
 
14
Item 6.  Selected Financial Data
 

The selected consolidated financial data presented below are derived from the Company’s audited financial statements.
          
  December 31, 
  2011  2010  2009 
  (amounts in thousands, except per share amounts) 
          
Operating revenue
 
$
3,901
  
$
4,213
  
$
4,098
 
Operating expenses
  
5,762
   
4,257
   
6,827
 
Operating profit (loss)
  
(1,861
)
  
(44
)
  
(2,729
)
             
Earnings (loss) from continuing
operations before income taxes
  
(11,793
)
  
(11
)
  
(2,210
)
Income tax (expense)
  
—
   
—
   
—
 
             
Earnings (loss) from continuing
operations
  
(11,793
)
  
(11
)
  
(2,210
)
             
NET EARNINGS (LOSS)
 
$
(11,793
)
 
$
(11
)
 
$
(2,210
)
             
Earnings (loss) per common
share – basic and diluted
            
Continuing operations
 
$
(6.05
)
 
$
(0.01
)
 
$
(1.14
)
Net earnings per share
 
$
(6.05
)
 
$
(0.01
)
 
$
(1.14
)
Basic weighted average
common shares
  
1,947
   
1,947
   
1,947
 
             
Balance Sheet Data:
            
Total assets
 
$
13,450
  
$
24,067
  
$
25,121
 
Long-term debt
  
3,431
   
2,984
   
2,332
 
Asset retirement obligation
  
2,702
   
2,573
   
2,450
 
Total liabilities
  
6,972
   
5,796
   
6,839
 
Total stockholders equity
 
$
18,271
  
$
18,271
  
$
18,282
 
          
  December 31, 
  2014  2013  2012 
  (amounts in thousands, except per share amounts) 
          
Operating revenue
 $4,363  $4,222  $3,944 
Operating expenses
  5,253   5,064   5,766 
Operating profit (loss)
  (890   (842)  (1,822)
 

 
 
1510
 
 
Earnings (loss) from continuing
operations before income taxes
  (779)  426   168 
Income tax (expense)
  —   —   — 
             
Earnings (loss) from continuing
operations
  (779)  426   168 
             
NET EARNINGS (LOSS)
 $(779) $426  $168 
             
Earnings (loss) per common
share – basic and diluted
            
Continuing operations
 $(0.40) $0.22  $0.09 
Net earnings per share
 $(0.40) $0.22  $0.09 
Basic weighted average
common shares
  1,947   1,947   1,947 
             
Balance Sheet Data:
            
Total assets
 $12,274  $13,308  $12,484 
Long-term debt
  1,428   2,195   2,857 
Asset retirement obligation
  2,770   2,770   2,770 
Total liabilities
  5,981   6,236   5,838 
Total stockholders’ equity
 $6,293  $7,072  $6,646 

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

Overview

The Company, through its wholly owned subsidiaries Mountaineer State Energy, Inc. and Mountaineer State Operations, LLC.LLC, owns and operates oil and gas wells and mineral leases in Athens and Meigs Counties in Ohio and in Calhoun, Jackson and Roane Counties in West Virginia. The vast majority of thisour oil & gas operation was acquired through the acquisition of the Carl E. Smith Companies in 2008  2008.  

As of March 30, 2012December 31, 2014 the Company has 159153 producing gas wells, 2731 non-producing wells and related equipment and mineral leases covering approximately 20,000 acres.

With the exception of 8 wells that were drilled during the past two years the wells in West Virginia and Ohio were drilled in the 1960’s, the majority were drilled in the 1970’s and 1980’s.  The majority of wells are located on leased property under mineral rights contracts.

A component of the purchase price for the acquisition of Carl E. Smith, IncInc. were certain non interestnon-interest bearing long term obligations which the Company will paid out over the next 1514 years.  The Company has evaluated the above notes and after factoring in certain offsets provided for in the agreement, has valued the above obligations at $1,387,000$1,513,000 at December 31, 2011.2014.

As of December 31, 2011,2014, the Company leased one independent living community in Oregon, with a capacity of 114 residents.
 
A number of years ago the Company has owned, leased and operated assisted living and retirement communities throughout the United States.States of America.  During that period of time the Company has both acquired and sold over seventy communities.  The property in Oregon is a holdover from that time period.  While not an integral part of our business plan, the one remaining facility is profitable and it is anticipated that it will remain a part of the Company’s operations.

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.

The Company believes the following critical accounting policies are more significant to the judgments and estimates used in the preparation of its consolidated financial statements.  Revisions in such estimates are recorded in the period in which the facts that give rise to the revisions become known.
 
 

 
1611
 

Oil and Gas Property Accounting

The Company uses the full cost method of accounting for its investment in oil and natural gas properties.  Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas properties (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred.

The full cost method requires the Company to calculate quarterly, by cost center, a “ceiling,” or limitation on the amount of properties that can be capitalized on the balance sheet.  To the extent capitalized costs of oil and natural gas properties, less accumulated depletion and related deferred taxes exceed the sum of the discounted future net revenues of proved oil and natural gas reserves, the lower of cost or estimated fair value of unproved properties subject to amortization, the cost of properties not being amortized, and the related tax amounts, such excess capitalized costs are charged to expense.  Beginning December 31, 2009, full cost companies use the unweighted arithmetic average first day of the month price for oil and natural gas for the 12-month period preceding the calculation date to calculate the future net revenues of proved reserves.  Prior to December 31, 2009, companies used the price in effect at the calculation date and had the option, under certain circumstances, to elect to use subsequent commodity prices if they increased after the calculation date.

The Company assesses any unproved oil and gas properties on an annual basis for possible impairment or reduction in value.  The Company assesses properties on an individual basis or as a group if properties are individually insignificant.  The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned.  During any period in which these factors indicate an impairment of unproved properties not subject to amortization, the associated costs incurred to date for such properties are then included in unproved properties subject to amortization.

Oil and Gas Reserves
 
Our proved oil and gas reserves are estimated by independent petroleum engineers.  Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure.  Estimates by different engineers often vary, sometimes significantly.  In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates.  Because proved reserves are required to be estimated using prices at the date of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

Depreciation, depletion and amortization (“DD&A”) of producing properties is computed on the unit-of-production method based on estimated proved oil and gas reserves.  While total DD&A expense for the life of a property is limited to the property’s total cost, proved reserve revisions result in a change in timing of when DD&A expense is recognized.  Downward revisions of proved reserves result in an acceleration of DD&A expense, while upward revisions tend to lower the rate of DD&A expense recognition.

The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required by the Financial Accounting Standards Board and the Securities and Exchange Commission.  Such assumptions include using year-end oil and gas prices and year-end costs for estimated future development and production expenditures.  Discounted future net cash flows are calculated using a 10% rate.  Changes in any of these assumptions could have a significant impact on the standardized measure.  Accordingly, the standardized measure does not represent management’s estimated current market value of proved reserves.
 
17
The Company’s allowance for doubtful accounts receivable and notes receivable is based on an analysis of the risk of loss on specific accounts.  The analysis places particular emphasis on past due accounts.  Management considers such information as the nature and age of the receivable, the payment history of the tenant, customer or other debtor and the financial condition of the tenant or other debtor.  Management’s estimate of the required allowance, which is reviewed on a quarterly basis, is subject to revision as these factors change.

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, 2011,2014, 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 the benefit of the deferred tax asset would be realized, a 100% valuation allowance was established.



12

Liquidity and Capital Resources

At December 31, 2011,2014, the Company had current assets of $296,000$698,000 and current liabilities of $839,000.$1,783,000.

Cash and cash equivalents totaled $109,000$300,000 at December 31, 20112014 and 59,000$1,621,000 at December 31, 2010.2013.  New Concept’s principal sources of cash are property operations, sales of oil and gas, and proceeds from sales of assets.

Net cash provided (used) by continuing operating activities was $566,000($282,000) in 2011, $104,0002014, $1,602,000 in 20102013 and $736,000$501,000 in 2009.2012.

Net cash provided by (used in)used in investing activities was ($1,336,000)$954,000 in 2011, $(267,000)2014, $401,000 in 20102013 and $(823,000)$209,000 in 2009.2012.

Net cash provided by (used in) financing activities was $820,000($85,000) in 2011, $67,0002014, $22,000 in 20102013 and $52,000($3,000) in 2009.2012.

Results of Operations

Fiscal 20112014 as compared to 20102013

Revenues: Total revenues for 2011 $3.9was $4.4 million compared toin 2014 and $4.2 million in 2010.  The primary reason2013.  Net revenue for our oil and gas operation increased by $200,000 for the decreasefirst nine months of the year but decreased by $200,000 in the final quarter of the year. The fluxuation was lower prices forprincipally due to the Company’s natural gas sales.  Theprice the Company does not have long term contractsreceived for its oil and gas production and sell atin 2014 as compared to 2013. The revenue for the spot price with each month’s deliveries. The spot price for gas decreased all throughout 2011.retirement community increased by approximately $200,000 in 2014 compared to 2013 principally due to rate increases.

Operating Expenses: In 2011Operating expenses were $5.3 million in 2014 and $5.1 million in 2013.

Oil & gas operating expenses decreased by a net of $214,000 in 2014. Pursuant to the requirements of the “full cost ceiling test” in 2013 the Company recorded a non-cash charge to operations of $1.4 million pursuant$ 200,000 to write down its investment of $250,000 in two small wells in Arkansas.

 In 2012 the requirementsCompany recorded a similar non-cash charge to operations of $912,000 for its operations in West Virginia / Ohio. In 2013 the value calculated in accordance with the “full cost ceiling test “test” was recovered however, the accounting rules prohibit the recovery of a previously taken write-down.

Real estate operating expenses were $2.6 million in 2014 as compared to $2.5 million in 2013. The principal cause of the increase were non-payroll related expenses at the Company’s retirement facility.

Corporate Expenses were $823,000 in 2014 and $500,000 in 2013. The increase is primarily due to consulting fees paid to assist the Company in its oil and gas operations and to identify new oil and gas opportunities.

Interest Income & Expense: Interest income decreased approximately $137,000Expense was $91,000 in 2011 when2014 as compared to 2010 from 2011 to 2010$114,000 in 2013. The decrease was due to a reduction in the Company not accruing interest income on its note receivable from Prime Income Asset Management, Inc (see Note C).long term debt owed to the previous owners of the Company’s oil and gas operation in West Virginia / Ohio.
  
18

Other Income & (Expense): Other income & (expense) was $(155,000)$197,000 for 20112014 as compared to $(340,000) expense$ ($189,000) in 2010.2013. The balancebalances in 2011 is2014 and 2013 are comprised of numerous events. In 2010 the company had a write-off of $350,000 for an attempted acquisition that did not occur.

Bad Debt Expense (Recovery): In 2011 the company recorded a bad debt expense with respect to a note receivable of $10 million dollarsdollars. In 2013 and 2012 the company recovered $1.6 million and $2.1 million, respectively, and recorded income (see: Item 13. on page 2621 and FootnoteNote C on page 4534 for an explanation of the transaction)

Fiscal 20102013 as compared to 20092012

RevenuesRevenues: : Total revenues for 2010 totaledwas $4.2 million in 2013 and $3.9 million in 2012.  Net revenue for our oil and gas operation increased by $300,000 principally due to both the quantity of both oil and gas produced as well as the price in 2013 as compared to $4.1 million in 2009.  The primary reason for the increase is higher occupancy in our retirement facility.2012.

Operating Expenses:Expenses: Operating expenses totaled $4.3were $5.1 million for 2010in 2013 and $5.8 million in 2012.

Oil & gas operating expenses increased by a net of $47,000 in 2013. Operating costs including payroll increased by $83,000 which was offset by a $36,000 reduction in depletion.
13

Real estate operating expenses were $2,500,000 in 2013 as compared to $6.8 million for 2009.  In 2010, oil$2,400,000 in 2012. The principal cause of the increase was payroll increases at the Company’s retirement facility.

Corporate Expenses were $500,000 in 2013 and gas operating$577,000 in 2012. The Company incurred less legal fees in 2013 which was the principal cause of the reduction in costs totaled $1.3 million compared to $1.5 million in 2009 due

Pursuant to the requirements of the “full cost reductions and efficiencyceiling test” in well production.2013 the Company recorded a non-cash charge to operations of $ 200,000 to write down its investment of $250,000 in two small wells in Arkansas. These two wells are the subject of ongoing litigation with Chesapeake Exploration L.P.

In 2012 the Company recorded a similar non-cash charge to operations of $912,000 for its operations in West Virginia / Ohio. In 2013 the value calculated in accordance with the “full cost ceiling test” was recovered however the accounting rules prohibit the recovery of a previously taken write-down.

Interest Income & Expense: Interest income decreased approximately $77,000 from 2009Expense was $114,000 in 2013 as compared to 2010$208,000 in 2012. The decrease was due to a reduction in the reductionlong term debt owed to the previous owners of the principle during 2010.  Interest expense remained relatively unchanged from 2009 to 2010.Companies oil and gas operation in West Virginia / Ohio.

Other Income & Expense(Expense): Other income & (expense) was $(189,000) for 2013 as compared to $ 122,000 in 2012. The balances in 2013 and 2012 are comprised of numerous events.

Bad Debt Expense (Recovery): In 2011 the company recorded a bad debt expense changed from $68,000 in income for 2009with respect to a $340,000 expense in 2010.  Thenote receivable of $10 million dollars. In 2013 and 2012 the company had a write-off of $350,000recovered $1.6 million and $2.1 million respectively and recorded income (see: Item 13. on page 22 and Footnote C on page 37 for an attempted acquisition that did not occur.explanation of the transaction)


Item 7a:  Quantitative and Qualitative Disclosures about Market Risk

All of the Company’s debt is financed at fixed rates of interest.  Therefore, the Company has minimal risk from exposure to changes in interest rates.
 
 
Item 8.  Financial Statements

The consolidated financial statements required by this Item begin at page 3424 of this Report.
  
Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
19

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.
14

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 inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on management’s assessments and those criteria, management has concluded that Company’s internal control over financial reporting was effective as of December 31, 2011.2014.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial report.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

In preparation for management’s report on internal control over financial reporting, we documented and tested the design and operating effectiveness of our internal control over financial reporting.  There were no changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 20112014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

Not applicable.
 
 
 
2015
 
 
PART III

 
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 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.

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 AMEXNYSE MKT 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 website address http://www.newconceptenergy.com. Stockholders may also obtain a printed copy of the materials referred to by contacting us at the following address:

New Concept Energy, Inc.
Attn: Investor Relations
1603 LBJ Freeway, Suite 300
Dallas, Texas 75234
972-407-8400 (Telephone)

The Audit Committee of the Board of Directors is an “audit committee” for the purposes of Section 3(a) (58) of the Exchange Act.  The members of that Committee are Dan Locklear (Chairman), James Huffstickler and Victor L. Lund.  Mr. Locklear is qualified as an “audit committee financial expert” within the meaning of SEC regulations and the Board has determined that he has the accounting and related financial management expertise within the meaning of the listing standards of the AMEX.NYSE MKT.  All of the members of the Audit Committee meet the independence and experience requirements of the listing standards of the AMEX.NYSE MKT.
 
21

All members of the Audit Committee, Compensation Committee and the Governance and Nominating Committee must be independent directors.  Members of the Audit Committee must also satisfy additional independence requirements which provide (i) that they may not accept, directly or indirectly, any consulting, advisory or compensatory fee from the Company or any of its subsidiaries other than their director’s compensation (other than in their capacity as a member of the Audit Committee, the Board of Directors or any other Committee of the Board), and (ii) no member of the Audit Committee may be an “affiliated person” of the Company or any of its subsidiaries, as defined by the Securities and Exchange Commission.

The current directors of the Company are listed below, together with their ages, terms of service, all positions and offices with the Company, their principal occupations, business experience and directorships with other companies during the last five years or more.  The designation “affiliated”, when used below with respect to a director, means that the director is an officer or employee of the Company or one of its subsidiaries.  The designation “independent”, when used below with respect to a director, means that the director is neither an officer of the Company nor a director, officer or employee of a subsidiary of the Company, although the Company may have certain business or professional relationships with the director as discussed in Item 13. Certain Relationships and Related Transactions.




16

Roz Campisi Beadle, age 55,57, (Independent) Director since December 2003

Ms. Beadle is Executive Vice President of Unified Housing Foundation and a licensed realtor.  She is also a Director, President, and Treasurer of Arcadian Energy, Inc., a Nevada corporation, and the holder, together with its subsidiary, of more than 40% of the Common Stock of the Company. She has a background in public relations and marketing.  Ms. Beadle is also extremely active in various civic and community services and is currently working with the Congressional Medal of Honor Society and on the Medal of Honor Host City Committee in Gainesville, Texas.services.

Gene S. Bertcher, age 63,66, (Affiliated) Director November 1989 to September 1996 and since June 1999

Mr. Bertcher was elected President and Chief Financial Officer effective November 1, 2004.  He was elected Chairman and Chief Executive Officer in December 2006.  Mr. Bertcher has been Chief Financial Officer and Treasurer of the Company since November 1989 and Executive Vice President from November 1989 until he was elected President.  Also, Mr. Bertcher is and will continue to be Executive Vice-President and Chief Financial Officer of American Realty Investors, Inc. (NYSE), Transcontinental Realty Investors, Inc. (NYSE), and Income Opportunity Realty Investors, Inc. (AMEX), and Vice President and Treasurer of First Equity Properties, Inc.,NYSE MKT, positions he has occupied since February 2008.  He has been a certified public accountant since 1973.  No family relationship exists between Mr. Bertcher and any director or executive officer of the Company.

James E. Huffstickler, age 69,70, (Independent) Director since December 2003

Mr. Huffstickler has been Chief Financial Officer of Sunchase America, Ltd., a multi-state property management company, for more than nineteentwenty two years.  He is a graduate of the University of South Carolina and was formerly employed by Southmark Management, Inc., a nationwide real estate management company.Carolina.  Mr. Huffstickler has been a certified public accountant since 1976.
 
22

Dan Locklear, age 60,61, (Independent) Director since December 2003

Mr. Locklear has been Chief Financial Officer of Sunridge Management Group, a real estate management company, for more than five years.  Mr. Locklear was formerly employed by Johnstown Management Company, Inc. and Trammel Crow Company.  Mr. Locklear has been a certified public accountant since 1981 and a licensed real estate broker in the State of Texas since 1978.

Victor L. Lund, age 83,85, (Independent) Director since March 1996

Mr. Lund founded Wedgwood Retirement Inns, Inc. (“Wedgwood”) in 1977, which became a wholly owned subsidiary of the Company in 1996.  For most of Wedgwood’s existence, Mr. Lund was Chairman of the Board, President and Chief Executive Officer, positions he held until Wedgwood was acquired by the Company.  Mr. Lund is President and Chief Executive Officer of Wedgwood Services, Inc., a construction services company not affiliated with the Company.

Board Committees

The Board of Directors held fourfive meetings during 2011.2014.  For such year, no incumbent director attended fewer than 75% of the aggregate of (i) the total number of meetings held by the Board during the period for which he or she had been a director, and (ii) the total number of meetings held by all Committees of the Board on which he or she served during the period that he or she served.

The Board of Directors has standing Audit, Compensation and Governance and Nominating Committees.  The Audit Committee was formed on December 12, 2003, and its function is to review the Company’s operating and accounting procedures.  A Charter of the Audit Committee has been adopted by the Board.  The current members of the Audit Committee, all of whom are independent within the SEC regulations, the listing standards of the AMEXNYSE MKT and the Company’s Corporate Governance Guidelines are Messrs. Locklear (Chairman), Huffstickler and Lund.  Mr. Dan Locklear is qualified as an Audit Committee financial expert within the meaning of SEC regulations, and the Board has determined that he has the accounting and related financial management expertise within the meaning of the listing standards of the AMEX.NYSE MKT. The Audit Committee met four times in 2011.2014.

The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to the corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Guidelines.  In addition, the Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates.  The Committee also prepares and supervises the Board’s annual review of director independence and the Board’s performance and self-evaluation.  The Charter of the Governance and Nominating Committee was adopted on October 20, 2004.  The members of the Committee are Messrs. Huffstickler (Chairman), Lund and Ms. Beadle.  The Governance and Nominating Committee met once in 2011.2014.
 
 
 
2317
 

The Board has also formed a Compensation Committee of the Board of Directors, adopted a Charter for the Compensation Committee on October 20, 2004, and selected Ms. Beadle (Chairman) and Messrs. Huffstickler and Locklear as members of that Committee.  The Compensation Committee met once in 2011.2014.

The members of the Board of Directors at the date of this Report and the Committees of the Board on which they serve are identified below:

DirectorAudit CommitteeGovernance and Nominating CommitteeCompensation Committee
Roz Campisi Beadle
 
ü
Chairman
Gene S. Bertcher
   
James E. Huffstickler
ü
Chairman
ü
Dan Locklear
Chairman
 
ü
Victor L. Lund
ü
ü
 

Executive Officers

The following person currently serves as the sole executive officer of the Company:  Gene S. Bertcher, Chairman of the Board, President, Chief Executive Officer and Treasurer.  His position with the Company is not subject to a vote of stockholders.  His age, term of service and all positions and offices with the Company, other principal occupations, business experience and directorships with other companies during the last five years or more are listed under the caption “Directors” above.

In addition to the foregoing officers, the Company has other officers not listed herein who are not considered executive officers.

Code of Ethics

The Board of Directors has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to all directors, officers and employees of the Company and its subsidiaries.  In addition, the Company has adopted a code of ethics entitled “Code of Ethics for Senior Financial Officers” that applies to the principal executive officer, president, principal financial officer, chief financial officer, principal accounting officer and controller.  The text of these documents is posted on the Company’s internet website address at http://www.newconceptenergy.com and is available in print to any stockholder who requests them.
 
 
24

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant to Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act“), or upon written representations received by the Company, the Company is not aware of any failure by any director, officer or beneficial owner of more than 10% of the Company’s common stock to file with the Securities and Exchange Commission on a timely basis.
 
Item 11.  Executive Compensation
 

The following tables set forth the compensation in all categories paid by the Company for services rendered during the fiscal years ended December 31, 2011, 20102014, 2013 and 20092012 by the Chief Executive Officer of the Company and to the other executive officers and Directors of the Company whose total annual salary in 20112014 exceeded $100,000,$100,000.

SUMMARY COMPENSATION TABLE
          
       Change in  
      Non-Pension  
      EquityValue and  
Name     IncentiveNonqualifiedAll 
and     PlanDeferredOther 
Principal   StockOptionCompen-CompensationCompen- 
PositionYear SalaryBonusAwardsAwardssationEarningssationTotal
          
Gene S. Bertcher (1)
Chairman, President
& Chief Financial
Officer
2014 $107,300       $107,300
2013 $103,300       $103,300
2012 $103,300       $103,300
         
         
18
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 number of options granted to any of such persons during 2011same 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 the valueadministrative services of the unexercised options held by anyCompany, specifically Gene S. Bertcher, President and principal executive officer of such personsthe 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, 2011.2010, 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.

SUMMARY COMPENSATION TABLE
          
       Change in  
      Non-Pension  
      EquityValue and  
Name     IncentiveNonqualifiedAll 
and     PlanDeferredOther 
Principal   StockOptionCompen-CompensationCompen- 
PositionYear SalaryBonusAwardsAwardssationEarningssationTotal
          
Gene S. Bertcher (1)
Chairman, President
& Chief Financial
Officer
2011$98,500      $98,500
2010$98,500      $98,500
2009$98,500      $98,500
         
         
          
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 that 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 then 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.


The salary in the above table represents the portion of Mr. Bertcher’s compensation paid by the Company.


GRANTS OF PLAN-BASED AWARDS

None

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None


OPTION EXERCISES AND STOCK VESTED

 
25
None

The option to purchase 10,000 shares was exercised in December 2008.  The option to purchase 40,000 shares expired in December 2008.

PENSION BENEFITS

None

NONQUALIFIED DEFERRED COMPENSATION

None
 
 
 
2619
 

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
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
        
Roz Campisi Beadle
$           10,500
  
$10,500
$           10,500
  
$10,500
Gene S. Bertcher
$           —
  
$    —
$           —
  
$—
James E. Huffstickler
$           10,500
  
$10,500
$           10,500
  
$10,500
Dan Locklear
$           10,500
  
$10,500
$           10,500
  
$10,500
Victor L. Lund
$           10,500
  
$10,500
$           10,500
  
$10,500


MANAGEMENT AND CERTAIN SECURITY HOLDERS

None

Compensation of Directors

The Company pays each non-employee director a fee of $2,500 per year, plus a meeting fee of $2,000 for each board meeting attended.  Employee directors serve without compensation.

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

The following table sets forth, as of March 22, 2011,27, 2015, certain information with respect to all stockholders known by the Company to own beneficially more than 5% of the outstanding common stock,Common Stock, which is the only outstanding class of securities of the Company, except for Series B Preferred Stock (the ownership of which is immaterial), as well as information with respect to the Company’s common stockCommon Stock owned beneficially by each director and current executive officers, whose compensation from the Company in 20112014 exceeded $100,000, and by all directors and executive officers as a group.  Unless otherwise indicated, each of these stockholders has sole voting and investment power with respect to the shares beneficially owned.
  Common Stock 
Name of Beneficial Owner No. of Shares  Percent of Class* 
Arcadian Energy, Inc.(3)(5)
  
868,398
   
44.60
%
Roz Campisi Beadle
  
100
   
**
 
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
%
James E. Huffstickler
  
—
   
0
%
Dan Locklear
  
—
   
0
%
Victor L. Lund
  
—
   
0
%
TacCo Financial, Inc.(3)(4)
  
500
   
**
 
URC Energy, LLC(3)(5)
  
740,430
   
38.03
%
All executive officers and directors as a group (five persons)
  
40,911
   
2.1
%

27
   Common Stock 
Name of Beneficial Owner No. of Shares Percent of Class* 
Arcadian Energy, Inc.(3)(5)
  
813,968
 
        41.81
%
Roz Campisi Beadle(3)(5)
  
814,068
 
    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
%
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
%
 
*           Based on 1,946,935 shares of common stock outstanding at March 22, 2011.
**           Less than 1%.27, 2015


20
(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 2022 to Schedule 13D, amended March 2, 2012,February 11, 2015, filed by each of these entities.  Arcadian Energy, Inc. owns 127,968141,338 shares directdirectly and is the sole member of URC Energy, LLC which owns 740,430672,630 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 50014,974 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 740,340672,630 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 may be exercisedOption.
 (7)According to a schedule 13G, filed for an event occurring February 27, 2015, by West Go Green, LLC or its assigneeAlbert Spiesman, Roth retirement accounts for Albert Spiesman own and hold 82,701 shares; Albert Spiesman, a Trustee for a Roth retirement account f/b/o Joyce E. Spiesman, owns and holds 14,625 shares; and Albert and Joyce E. Spiesman hold, as joint tenancy, 15,000 shares of Common Stock, for an aggregate total of 112,326 shares of Common Stock, beneficially owned by written notice given to Go Green Fuel N.A. LP at least two calendar days prior to the date of exercise of the Repurchase Option.Albert Spiesman.
                 
Item 13.  Certain Relationships and Related Transactions, and Director Independence
 
Prime Income Asset Management, Inc (“PIAMI”) is a real estate management company that also invests in real estate for its own account. Pillar Income Asset Management, Inc. (“Pillar”) is a real estate management company. Both PIAMI isand Pillar are indirectly owned by a private trust. URC Energy, IncInc. (“URC”) is and has been a significant investor in the Company. URC Energy, Inc is indirectly owned by a private trust. While the two trusts for PIAMI and Pillar and URC are separate they have similar trustees and beneficiaries and therefore the Company has noted PIAMI and Pillar as a related party.parties.

Eurenergy Resources, Inc (“ERC”) is an oil & gas company that owned and operated oil and gas wells.

Beginning in 2006 the Company made loans to PIAMI and ERC at interest rates higher than the Company believes it could have gotten elsewhere.
In July 2006, the Company made an unsecured $1.4 million loan to ERC at an annual interest rate of 8%.  In June of 2008, the Company entered into a letter of credit agreement with ERC. The terms of the agreement callcalled for interest at the prime rate plus two percent. At May 21, 2009, the balance of the two notes and accrued interest thereon was $3,970,897.
28

On November 20, 2007, the Company made a $630,000 loan PIAMI. In 2008, the Company made additional net advances on the loan totaling approximately $6.3 million. The initial loan and the additional advances have beenwere combined into a new loan with interest at the prime rate plus two percent.

On May 21, 2009, PIAMI acquired both Eurenergy notes receivable at face value plus accrued interest totaling $3,970,897. Effective May 21, 2009 the Company and PIAMI entered into a new note combing all of the above loans into one note. The loan calls for interest at the prime rate plus 2% with principal and interest payable within 30 days after demand, and if not sooner demanded, on January 31, 2013.

At December 31, 2009, the balance due including accrued interest on the note receivable from PIAMI was $11.1 million.

During 2010 the note was paid down whereby as of December 31, 2010 the outstanding principal and interest totaled $10.4 million.

During the first three quarters of 2011 the Company accrued interest of $360,000 and received $715,000 in payments from PIAMI. In the fourth quarter of 2011 the Company determined that the financial condition of PIAMI had deteriorated and there could be no assurance that the amount owed would or could be collected. The company has recorded a reserve of $10 million and written(the full balance) for the receivable to zero.combined note.

In November 2007,Beginning in 2011 the Company entered into an agreementconducted business with ERC to provide accounting and administrative services at $15,000 per month. As of June 30, 2009 ERC owesPillar whereby Pillar provided the Company $156,900with services including processing payroll, acquiring insurance and other administrative matters (rent). The Company believes that by purchasing these services through certain large entities it can get lower costs and better service. In addition, Pillar loaned the Company $225,000 which was used to settle a lawsuit. Pillar does not charge the Company a fee for suchproviding these services.
21

While separate companies, both PIAMI and Pillar are both owned by Realty Advisors, Inc. (“RAI”).  During 2011 and 2012 the Company incurred obligations to Pillar totaling approximately $1.7 million. In June 2009,a joint agreement among Pillar, PIAMI and the agreement with ERC expired. AsCompany, Pillar agreed to relieve the Company of December 31, 2009its obligation to pay $1.7 million and the Company agreed to reduce the amount receivable from ERC has been fully reserved. ERC filedowed by Prime by a like amount. In the third quarter of 2012 the Company recorded a $1.7 million gain on the transaction. In the fourth quarter of 2012 Pillar incurred expenses on behalf of the Company of $376,000 and agreed to forego payment in exchange for bankruptcya reduction in 2010.the PIAMI obligation. The Company entered into a similar agreement with Energy Advisors, LLC in July 2009. In 2010 the formal arrangement with Energy Advisors was ended with all amounts due having been paid.recorded an additional $376,000 gain.

Since April 2011During 2014, the Company incurred obligations to Pillar has provided certain administrative servicestotaling approximately $1.6 million. In a joint agreement among Pillar, PIAMI and the Company, Pillar agreed to relieve the Company of its obligation to pay $1.6 million and the Company agreed to reduce the amount owed by Prime by a like amount.

During 2012, the Company and its subsidiaries including payroll assistance, insurance assistance, suppliesseveral other defendants settled a lawsuit for $225,000. The Company paid the entire amount and other operational matters for which NCE will pays funds to Pillar for the costhas a note receivable from one of the services. Pillar is ownedother defendants (a subsidiary of Arcadian Energy, Inc) for $112,500 representing its share of the settlement. In addition, the Company paid $48,800 to a consultant and will be reimbursed by the same entity that owns PIAMI.
Arcadian for a portion of his services.
 
Except as set forth above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships, legal or otherwise, with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies.

It is the policy of the Company that all transactions between the Company and any officer or director, or any of their affiliates, must be approved by non-management members of the Board of Directors of the Company.  All of the transactions described above were so approved.

 
Item 14.  Principal Accounting Fees and Services

The following table sets forth the aggregate fees for professional services rendered to the Company for the years 20112014 and 20102013 by the Company’s principal accounting firm Swalm & Associates, P.C.:
 
29

Type of Fees 2011 2010  2014 2013 
Audit Fees
 
$
47,000
 
$
45,000
  
$
59,566
 
$
57,536
 
Audit Related Fees
 
—
 
10,214
  
0
 
0
 
Tax Fees
 
8,325
 
8,500
   
8,525
  
8,525
 
     
Total Fees
 
$
55,325
 
$
63,714
  
$
68,091
 
$
66,061
 

All services rendered by the principal auditors are permissible under applicable laws and regulations and were pre-approved by either of the Board of Directors or the Audit Committee, as required by law.  The fees paid to principal auditors for services described in the above table fall under the categories listed below:

Audit Fees: These are fees for professional services performed by the principal auditor for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q filings and services that are normally provided in connection with statutory and regulatory filings or engagements.
 
Audit-Related Fees: These are fees for assurance and related services performed by the principal auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements.  These services include attestation by the principal auditor that is not required by statute or regulation and consulting on financial accounting/reporting standards.
 
Tax Fees: These are fees for professional services performed by the principal auditor with respect to tax compliance, tax planning, tax consultation, returns preparation and reviews of returns.  The review of tax returns includes the Company and its consolidated subsidiaries.
 
All Other Fees: These are fees for other permissible work performed by the principal auditor that does not meet the above category descriptions.

These services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in the principal auditor’s core work, which is the audit of the Company’s consolidated financial statements.
22

Financial Information Systems Design and Implementation Fees

Swalm & Associates, P.C. did not render professional services to the Company in 20112014 with respect to financial information systems design and implementation.

Under the Sarbanes-Oxley Act of 2002 (the “SO Act”), and the rules of the Securities and Exchange Commission (the “SEC”), the Audit Committee of the Board of Directors is responsible for the appointment, compensation and oversight of the work of the independent auditor.  The purpose of the provisions of the SO Act and the SEC rules for the Audit Committee’s role in retaining the independent auditor is two-fold.  First, the authority and responsibility for the appointment, compensation and oversight of the auditors should be with directors who are independent of management.  Second, any non-audit work performed by the auditors should be reviewed and approved by these same independent directors to ensure that any non-audit services performed by the auditor do not impair the independence of the independent auditor.  To implement the provisions of the SO Act, the SEC issued rules specifying the types of services that an independent auditor may not provide to its audit client, and governing the Audit Committee’s administration of the engagement of the independent auditor.  As part of this responsibility, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent
30
auditor in order to assure that they do not impair the auditor’s independence.  Accordingly, the Audit Committee has adopted a pre-approval policy of audit and non-audit services (the “Policy”), which sets forth the procedures and conditions pursuant to which services to be performed by the independent auditor are to be pre-approved.  Consistent with the SEC rules establishing two different approaches to pre-approving non-prohibited services, the Policy of the Audit Committee covers pre-approval of audit services, audit-related services, international administration tax services, non-U.S. income tax compliance services, pension and benefit plan consulting and compliance services, and U.S. tax compliance and planning.  At the beginning of each fiscal year, the Audit Committee will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and the approve or reject each service, taking into account whether services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management.  Typically, in addition to the generally pre-approved services, other services would include due diligence for an acquisition that may or may not have been known at the beginning of the year.  The Audit Committee has also delegated to any member of the Audit Committee designated by the Board or the financial expert member of the Audit Committee responsibilities to pre-approve services to be performed by the independent auditor not exceeding $25,000 in value or cost per engagement of audit and non-audit services, and such authority may only be exercised when the Audit Committee is not in session.
 
 
 
 
3123
 

PART IV

 
Item 15.  Exhibits andConsolidated Financial Statement And Supplementary Schedules
 

(a)           The following documents are filed as a part of this report:INDEX TO FINANCIAL STATEMENTS

                                                                                                                                            Page
(1)   FINANCIAL STATEMENTS:  The following financial statements of the Registrant and the Report of Independent Public Accountants therein are filed as part of this Report on Form 10-K: STATEMENTS
 
ReportsReport of Swalm & Associates, P.C.    
25
 Consolidated Balance Sheets34
26
 Consolidated StatementStatements of Operations36
28
 Consolidated Statements of Cash Flows38
29
 Consolidated StatementStatements of Changes in Stockholders’ Equity39
30
 Notes to Consolidated Financial Statements4031
  
(2)  
FINANCIAL STATEMENT SCHEDULES:SCHEDULES:  Other financial statement schedules have been omitted because they are not required, are not applicable, or the information required to be set forth therein is not applicable, is immaterial or is shownincluded in the consolidated financial statementsConsolidated Financial Statements or the notes thereto.
  
(3) EXHIBITS 
 
 
 
32
The following documents are filed as exhibits (or are incorporated by reference as indicated) into this Report:
Exhibit
Designation
Exhibit Description
3.1Articles 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)
3.2Amendment 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)
3.3Restated Articles of Incorporation of Greenbriar Corporation (incorporated by reference to Exhibit 3.1.1 to Registrant’s Form 10-K dated December 31, 1995)
3.4Amendment 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)
3.5Certificate 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)
3.6Certificate 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)
3.7Certificate 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)
3.8Certificate 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)
3.9Certificate 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)
3.10Certificate 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)
3.11Certificate 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)
3.12Amended and restated bylaws of New Concept Energy, Inc. dated November 18, 2008.
10.1Registrant’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).
10.2Registrant’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)
14.0Code 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
23.2*Consent of Lee Keeling & Associates, Inc.
31.1*Rule 13a-14(a) Certification by Principal Executive Officer and Chief Financial Officer
33
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 February 23, 2012 prepared by Lee Keeling and Associates, Inc. is included as Exhibit
    99.2Shared Services Agreement effective December 31, 2010.
    101     Interactive data files pursuant to Rule 405 of Regulation S-T
*Filed herewith.
34
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEW CONCEPT ENERGY, INC.
March 21, 2013 
by:      /s/ Gene S. Bertcher                                                  
Gene S. Bertcher, Principal Executive 
Officer, President and Chief Financial Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Gene S. Bertcher
Gene S. Bertcher
Chairman, President, Principal Executive Officer, Chief Financial Officer and DirectorMarch 21, 2013
/s/ Roz Campisi Beadle
Roz Campisi Beadle
DirectorMarch 21, 2013
/s/ James Huffstickler
James Huffstickler
DirectorMarch 21,2013
/s/ Dan Locklear
Dan Locklear
DirectorMarch 21, 2013
/s/ Victor L. Lund
Victor L. Lund
DirectorMarch 21, 2013
3524
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
New Concept Energy, Inc.

We have audited the accompanying consolidated balance sheets of New Concept Energy, Inc., and subsidiaries,Subsidiaries, as of December 31, 20112014 and 2010,2013, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2011.2014.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.  Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New Concept Energy, Inc., and subsidiariesSubsidiaries as of December 31, 20112014 and 2010,2013, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011,2014, in conformity with accounting principles generally accepted in the United States of America.

As described in the Note C to the consolidated financial statements, the Company had significant balances due from an affiliate which was fully reserved in 2011.

As described in Note K to the financial statements, the Company is named as a party to a significant lawsuit judgment.  The Company and its legal counsel believe that the judgment is in error and that while the outcome of the matter cannot presently be determined, they do not believe that the matter will have a material effect on the Company’s consolidated financial position.  Accordingly, no provision for any liability that may result has been made in the financial statements.  Nevertheless, due to the nature of the uncertainty, it is reasonably possible that management’s view of the outcome will change in the near term.
 
/s/ Swalm & Associates, P.C.

Plano,Richardson, Texas
March 30, 201231, 2015


 
3625
 

NEW CONCEPT ENERGY, INC. AND SUBSIDARIES 
CONSOLIDATED BALANCE SHEETS 
(amounts in thousands) 
  December 31 
  2011  2010 
Assets      
       
Current assets
      
Cash and cash equivalents
 
$
109
  
$
59
 
Accounts receivable from oil and gas sales
  
167
   
223
 
Other current assets
  
20
   
101
 
Total current assets
  
296
   
383
 
         
Note and interest receivable – related party
  
-
   
10,361
 
         
Oil and natural gas properties (full cost accounting method)
        
Proved developed and undeveloped oil and gas properties, net of depletion
  
11,141
   
11,789
 
         
Property and equipment, net of depreciation
        
Land, buildings and equipment - oil and gas operations
  
1,486
   
1,308
 
Other
  
150
   
156
 
Total property and equipment
  
1,636
   
1,464
 
         
Other assets
  
377
   
70
 
         
Total assets
 
$
13,450
  
$
24,067
 
         
         
The accompanying notes are an integral part of these consolidated financial statements.
 

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(amounts in thousands) 
  December 31 
  2014  2013 
Assets      
       
Current assets      
Cash and cash equivalents $300  $1,621 
Accounts receivable from oil and gas sales  216   195 
Other current assets  182   203 
Total current assets  698   2,019 
         
         
Oil and natural gas properties (full cost accounting method)        
Proved developed and undeveloped oil and gas properties, net of depletion  8,809   9,190 
         
Property and equipment, net of depreciation        
Land, buildings and equipment - oil and gas operations  1,476   1,442 
Other  162   183 
Total property and equipment  1,638   1,625 
         
Other assets (including $126,000 and $122,000 in 2014 and 2013 due from related parties)
  1,129   474 
         
Total assets $12,274  $13,308 

The accompanying notes are an integral part of these consolidated financial statements.



 
3726
 

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIESNEW CONCEPT ENERGY, INC. AND SUBSIDIARIES NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS - CONTINUEDCONSOLIDATED BALANCE SHEETS - CONTINUED CONSOLIDATED BALANCE SHEETS - CONTINUED 
(amounts in thousands, except share amounts)(amounts in thousands, except share amounts) (amounts in thousands, except share amounts) 
           
 December 31  December 31 
 2011 2010  2014  2013 
Liabilities and stockholders' equity           
           
Current liabilities
           
Accounts payable - trade
 
$
422
 
$
83
 
Accounts payable - trade (including $494 in 2014 due to related parties) $673  $121 
Accrued expenses
  
417
  
156
   229   965 
Current portion of long term debt  881   185 
Total current liabilities
 
839
 
239
   1,783   1,271 
             
Long-term debt
             
Notes payable
 
2,249
 
1,308
 
Payable - related parties
 
691
 
953
 
Notes payable less current portion  1,428   2,195 
Asset retirement obligation
 
2,702
 
2,573
   2,770   2,770 
Other long-term liabilities
  
491
  
723
 
Total liabilities
 
6,972
 
5,796
   5,981   6,236 
             
Stockholders' equity
             
Preferred stock, Series B
 
1
 
1
 
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, 2011 and 2010
 
20
 
20
 
at December 31, 2014 and 2013  20   20 
Additional paid-in capital
 
58,838
 
58,838
   58,838   58,838 
Accumulated deficit
  
(52,381
)
  
(40,588
)
  (52,566)  (51,787)
             
  
6,478
  
18,271
   6,293   7,072 
             
Total liabilities & equity
 
$
13,450
 
$
24,067
 
     
     
The accompanying notes are an integral part of these consolidated financial statements.
 
Total liabilities & stockholders' equity $12,274  $13,308 


38

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATION 
(amounts in thousands, except per share data) 
          
  Year Ended December 31, 
  2011  2010  2009 
Revenue         
Oil and gas operations, net of royalties
 
$
1,020
  
$
1,288
  
$
1,246
 
Real estate operations
  
2,881
   
2,925
   
2,852
 
   
3,901
   
4,213
   
4,098
 
             
             
Operating expenses
            
Oil and gas operations
  
1,430
   
1,292
   
1,498
 
Real estate operations
  
1,290
   
1,225
   
1,217
 
Lease expense
  
866
   
886
   
958
 
Corporate general and administrative
  
619
   
731
   
1,342
 
Accretion of asset retirement obligation
  
129
   
123
   
117
 
Impairment of natural gas and oil properties
  
1,428
   
-
   
1,695
 
   
5,762
   
4,257
   
6,827
 
Operating earnings (loss)
  
(1,861
)
  
(44
)
  
(2,729
)
             
Other income (expense)
            
Interest income
  
360
   
497
   
574
 
Interest expense
  
(131
)
  
(124
)
  
(123
)
Bad debt expense - note receivable
  
(10,006
)
  
-
   
-
 
Other income (expense), net
  
(155
)
  
(340
)
  
68
 
   
(9,932
)
  
33
   
519
 
             
Earnings from continuing operations
  
(11,793
)
  
(11
)
  
(2,210
)
             
Net income (loss) applicable to common shares
 
$
(11,793
)
 
$
(11
)
 
$
(2,210
)
             
Net income (loss) per common share-basic and diluted
 
$
(6.06
)
 
$
(0.01
)
 
$
(1.14
)
             
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.
 


39
NEW CONCEPT ENERGY, INC AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(amounts in thousands) 
  Year ended December 31, 
  2011  2010  2009 
          
Cash flows from operating activities         
Net income
 
$
(11,793
)
 
$
(11
)
 
$
(2,210
)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
 
      Depreciation, depletion and amortization
  
416
   
363
   
359
 
      Impairment of natural gas and oil properties
  
1,428
   
-
   
1,695
 
      Accretion of asset retirement obligation
  
129
   
123
   
117
 
      Write-off of affiliate receivable
  
10,361
   
-
   
157
 
Changes in operating assets and liabilities
            
Other current and non-current assets
  
(202
)
  
(271
)
  
(153
)
Accounts payable and other liabilities
  
106
   
275
   
771
 
Interest receivable
  
-
   
(496
)
  
-
 
Interest payable
  
121
   
121
   
-
 
Net cash provided by (used) in operating activities
  
566
   
104
   
736
 
             
Cash flows from investing activities
            
      Investment in oil and gas properties
  
(1,074
)
  
(219
)
  
(344
)
      Fixed asset additions
  
(262
)
  
(48
)
  
(107
)
      Funding of notes receivable
  
-
   
-
   
(372
)
Net cash provided by (used in) investing activities
  
(1,336
)
  
(267
)
  
(823
)
             
Cash flows from financing activities
            
      Proceeds from loans to affiliates
  
-
   
142
   
58
 
      Payment on notes payable
  
(31
)
  
(75
)
  
(6
)
      Proceeds from loans
  
851
   
-
   
-
 
      Debt incurred in connection with acquisition
  
-
   
-
   
-
 
Net cash provided by (used in) financing activities
  
820
   
67
   
52
 
             
             
Net increase (decrease) in cash and cash equivalents
  
50
   
(96
)
  
(35
)
Cash and cash equivalents at beginning of year
  
59
   
155
   
190
 
             
Cash and cash equivalents at end of year
 
$
109
  
$
59
  
$
155
 
The accompanying notes are an integral part of these consolidated financial statements.


 
4027
 

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATION 
(amounts in thousands, except per share data) 
          
  Year Ended December 31, 
  2014  2013  2012 
Revenue         
Oil and gas operations, net of royalties $1,489  $1,477  $1,182 
Real estate operations  2,874   2,745   2,762 
   4,363   4,222   3,944 
             
Operating expenses            
Oil and gas operations  1,853   1,867   1,820 
Real estate operations  1,616   1,555   1,465 
Lease expense  961   942   924 
Corporate general and administrative  823   500   577 
Accretion of asset retirement obligation  -   -   68 
Impairment of natural gas and oil properties  -   200   912 
   5,253   5,064   5,766 
Operating earnings (loss)  (890)  (842)  (1,822)
             
Other income (expense)            
Interest income  5   9   - 
Interest expense  (91)  (114)  (208)
Bad debt expense (recovery) - note receivable  -   1,562   2,076 
Other income (expense), net  197   (189)  122 
   111   1,268   1,990 
             
Earnings (loss) from continuing operations  (779)  426   168 
             
Net income (loss) applicable to common shares $(779) $426  $168 
             
Net income (loss) per common share-basic and diluted $(0.40) $0.22  $0.09 
             
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.
28

NEW CONCEPT ENERGY, INC AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(amounts in thousands) 
  Year ended December 31, 
  2014  2013  2012 
          
Cash flows from operating activities         
Net income (loss) $(779) $426  $168 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities     
      Depreciation, depletion and amortization  732   763   779 
      Impairment of natural gas and oil properties  -   200   912 
      Accretion of asset retirement obligation  -   -   68 
      Write-off (recovery) of affiliate receivable  -   (1,562)  (2,076)
       Reserve for liability in Chesapeake litigation  -   381     
Changes in operating assets and liabilities            
Other current and non-current assets  5   (163)  (227)
Accounts payable and other liabilities  (240)  1,557   756 
Interest payable  -   -   121 
Net cash provided by (used) in operating activities  (282)  1,602   501 
             
Cash flows from investing activities            
      Investment in oil and gas properties  (129)  (240)  (103)
      Fixed asset additions  (175)  (161)  (106)
      Real estate held for investment  (650)        
Net cash used in investing activities  (954)  (401)  (209)
             
Cash flows from financing activities            
      Payment on notes payable  (213)  (40)  (54)
      Proceeds from loans  128   62   51 
Net cash provided by (used in) financing activities  (85)  22   (3)
             
             
Net increase (decrease) in cash and cash equivalents  (1,321)  1,223   289 
Cash and cash equivalents at beginning of year  1,621   398   109 
             
Cash and cash equivalents at end of year $300  $1,621  $398 
             
Supplemental disclosures of cash flow information            
Cash paid for interest on notes payable: $77  $72  $87 

The accompanying notes are an integral part of these consolidated financial statements.
29
 
New Concept Energy Inc. and Subsidiaries

CONSOLIDATED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(amounts in thousands)

 
                      
  Series B  Common  Additional  Accum-    
  Preferred stock  Stock  paid in  ulated    
  
Shares
  
Amount
  
Shares
  
Amount
  
capital
  
deficit
  
Total
 
Balance at December 31, 2008
  
1
  
$
1
   
1,947
  
$
20
  
$
58,838
  
$
(38,367
)
 
$
20,492
 
Net Income
                      
(2,210
)
  
15,495
 
Balance at December 31, 2009
  
1
   
1
   
1,947
   
20
   
58,838
   
(40,577
)
  
18,282
 
Net Income
                      
(11
)
  
(11
)
Balance at December 31, 2010
  
1
   
1
   
1,947
   
20
   
58,838
   
(40,588
)
  
18,271
 
Net Income
                      
(11,793
)
  
(11,793
)
Balance at December 31, 2011
  
1
  
$
1
   
1,947
  
$
20
  
$
58,838
  
$
(52,381
)
 
$
6,478
 


  Series B  Common  Additional  Accum-    
  Preferred stock  Stock  paid in  ulated    
  Shares  Amount  Shares  Amount  capital  deficit  Total 
Balance at December 31, 2011 1  $1   1,947  $20  $58,838  $(52,381) $6,478 
Net Income                      168   168 
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 

The accompanying notes are an integral part of these consolidated financial statements.




 
4130
 

New Concept Energy Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 20112014

NOTE A – BUSINESS DESCRIPTION AND PRESENTATION

The Company, through its wholly owned subsidiaries Mountaineer State Energy, Inc. and Mountaineer State Operations, LLC.LLC, operates oil and gas wells and mineral leases in Athens and Meigs Counties in Ohio and in Calhoun, Jackson and Roane Counties in West Virginia. The vast majority of this oil & gas operation was acquired through the acquisition of the Carl E. Smith Companies in 2008  As of March 30, 2012December 31, 2014 the Company has 159153 producing oil & gas wells, 2731 non-producing wells and related equipment and mineral leases covering approximately 20,000 acres.

With the exception of 8 wells that were drilled during the past two years the wells in West Virginia and Ohio were drilled in the 1960’s, the majority were drilled in the 1970’s and 1980’s.  The majority of wells are located on leased property under mineral rights contracts.

The Company engaged the firm of independent oil and gas engineers Lee Keeling & Associates, Inc. to estimate the net oil and gas reserves.  On the basis of their study, the estimates of future net revenues using a present value discount of 10% were estimated to be $10.9$10.8 million at December 31, 2011.2014.

NCE also leases and operates a retirement community in King City Oregon, with a capacity of 114 residents.

In February 2014 the Company acquired 7.4 acres of undeveloped land in Desoto TX. For $624,000. The Company believes the highest and best use of this property is for the construction and development of multifamily housing. The Company acquired the property for investment purposes.  This investment is included in assets on the balance sheet.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows:

Principles of Consolidation

The consolidated financial statements include the accounts of New Concept Energy, Inc. and its majority-owned subsidiaries (collectively, the “Company”, New Concept or “NCE”) and are prepared on the basis of accounting principles generally accepted in the United States of America.America “GAAP”.  All significant intercompany transactions and accounts have been eliminated.

42
 
Depreciation and Amortization

Depreciation is provided for in amounts sufficient to relate the cost of property and equipment to operations over their estimated service lives, ranging from 3 to 40 years. Depreciation is computed by the straight-line method.

Depreciation and amortization expense, which is included in operations, expenses, was$122,000, $71,000, $83,000was $176,000, $188,000 and $165,000 for 2011, 2010,2014, 2013 and 20092012, respectively.

Depreciation, Depletion and Amortization of Producing Oil & Gas Properties

Depreciation, depletion and amortization (“DD&A”) of producing properties is computed on the unit-of-production method based on estimated proved oil and gas reserves.  While total DD&A expense for the life of a property is limited to the property’s total cost, proved reserve revisions result in a change in timing of when DD&A expense is recognized.

The Company recorded depletion of mineral rights of $294,000, $298,000$510,000, $650,000 and $112,000$614,000 in 2011, 20102014, 2013 and 20092012 respectively.

Segments

The Company operates two primary business segments; oil and gas operations and retirement facilities.  Segment data is provided in “Note N” to these consolidated financial statements.

  
Major Purchaser
 
The Company’s sellCompany sells most of its natural gas production to one purchaser and all of its oil production to one purchaser.  While there is an available market for crude oil and natural gas production, we cannot be assured that the loss of this purchaser would not have a material impact on the Company.
31

Oil and Gas Reserves
 
Our proved oil and gas reserves are estimated by independent petroleum engineers.  Reserve engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and extrapolations of well flow rates and reservoir pressure.  Estimates by different engineers often vary, sometimes significantly.  In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors such as changes in product prices, may justify revision of such estimates.  Because proved reserves are required to be estimated using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.
 
The standardized measure of discounted future net cash flows and changes in such cash flows are prepared using assumptions required by the Financial Accounting Standards Board and the Securities and Exchange Commission.  Such assumptions include using recent oil and gas prices and year-end costs for estimated future development and production expenditures.  Discounted future net cash flows are calculated using a 10% rate.  Changes in any of these assumptions could have a significant impact on the standardized measure.  Accordingly, the standardized measure does not represent management’s estimated current market value of proved reserves. At December 31, 2011,2014, the Company’s net book value of oil and natural gas properties exceeded the ceiling amount based on the unweighted arithmetic average of the first day of each month for the 12-month period ended December 31, 2011.  As a result in 2011, the Company recorded a full cost ceiling adjustment before income taxes of approximately $1.4 million.2014.
43

Full cost accounting
 
The Company uses the full cost method of accounting for its investment in oil and natural gas properties.  Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas properties (including such costs as leasehold acquisition costs, geological expenditures, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred.

The full cost method requires the Company to calculate quarterly, by cost center, a “ceiling,” or limitation on the amount of properties that can be capitalized on the balance sheet.  To the extent capitalized costs of oil and natural gas properties, less accumulated depletion and related deferred taxes exceed the sum of the discounted future net revenues of proved oil and natural gas reserves, the lower of cost or estimated fair value of unproved properties subject to amortization, the cost of properties not being amortized, and the related tax amounts, such excess capitalized costs are charged to expense.  Beginning December 31, 2009, full cost companies use the unweighted arithmetic average first day of the month price for oil and natural gas for the 12-month period preceding the calculation date to calculate the future net revenues of proved reserves.  Prior to December 31, 2009, companies used the price in effect at the calculation date and had the option, under certain circumstances, to elect to use subsequent commodity prices if they increased after the calculation date.
 
The Company assesses any unproved oil and gas properties on an annual basis for possible impairment or reduction in value.  The Company assesses properties on an individual basis or as a group if properties are individually insignificant.  The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned.  During any period in which these factors indicate an impairment of unproved properties not subject to amortization, the associated costs incurred to date for such properties are then included in unproved properties subject to amortization.
 
Gas gathering assets
 
Gas gathering assets are capitalized as part of the depletable pool and ratably charged to earnings along with other capitalized exploration, drilling and development costs.
 
Office and field equipment
 
Office and field equipment are capitalized at cost and depreciated on a straight line basis over their estimated useful lives.  Office and field equipment useful lives range from 5 to 30 years.
 
44
Revenue recognition and gas imbalances
 
We use the sales method of accounting for oil and natural gas revenues.  Under the sales method, revenues are recognized based on actual volumes of oil and natural gas sold to purchasers.  Gas imbalances at December 31, 20112014 were not significant.  New Concept also follows the sales method of accounting for natural gas production imbalances and would recognize a liability if the existing proved reserves were not adequate to cover an imbalance.

Accounting for Leases

Leases of property, plant and equipment where the Company assumes substantially all the benefits and risks of ownership are classified as finance leases. Finance leases are capitalized at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance charge is charged to the income statement over the lease period. Property, plant and equipment acquired under finance leasing contracts are depreciated over the useful life of the asset.

32
Leases of assets under which all the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.  When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which termination takes place.

Revenue Recognition

Rental income for residential property leases is recorded when due from residents and is recognized monthly as it is earned, which is not materially different than on a straight-line basis as lease terms are generally for periods of one year or less.

Revenues are recognized when products are shipped or services are provided to customers, title is transferred, the sales price is fixed or determinable and collectability is reasonably assured. Costs associated with revenues are recorded in cost of revenues.  Production volumes of natural gas are sold immediately and transported via pipeline.  Royalties on the production of natural gas either paid in cash or settled through the delivery of volumes. New ConceptThe Company includes royalties in its revenues and cost of revenues when settlement of the royalties is paid in cash, while royalties settled by the delivery of volumes are excluded from revenues and cost of revenues.

New ConceptThe Company follows the sales method of accounting for natural gas production imbalances and would recognize a liability if the existing proved reserves were not adequate to cover an imbalance.
 
 
45

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash Equivalents

The Company considers all short-term deposits and money market investments with a maturity of less than three months to be cash equivalents.

Other Intangible Assets

The cost of acquired patents, trademarks and licenses is capitalized and amortized using the straight-line method over their useful lives.  The carrying amount of each intangible asset is reviewed annually and adjusted for permanent impairment where it is considered necessary.

Impairment of Notes Receivable

Notes receivable are identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the note agreements.  The accrual of interest is discontinued on such notes, and no income is recognized until all past due amounts of principal and interest are recovered in full.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets and certain identifiable intangibles for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  In reviewing recoverability, the Company estimates the future cash flows expected to result from use of the assets and eventually disposing of them.  If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized based on the asset’s fair value.

The Company determines the fair value of assets to be disposed of and records the asset at the lower of fair value less disposal costs or carrying value.  Assets are not depreciated while held for disposal.

Sales of Real Estate

Gains on sales of real estate are recognized to the extent permitted by Accounting Standards Codification Topic 360-20, “Real Estate Sales – Real Estate Sales”, (“ASC 360-20”).  Until the requirements of ASC 360-20 have been met for full profit recognition, sales are accounted for by the installment or cost recovery method, whichever is appropriate.
 
 
 
4633
 

Real Estate Held for Sale

Accounting Standards Codification Topic 360, “Property, Plant, & Equipment” (“ASC 360”)requires that properties held for sale be reported at the lower of carrying amount or fair value less costs of sale.  If a reduction in a held for sale property’s carrying amount to fair value less costs of sale is required, a provision for loss is recognized by a charge against earnings.  Subsequent revisions, either upward or downward, to a held for sale property’s estimated fair value less costs of sale are recorded as an adjustment to the property’s carrying amount, but not in excess of the property’s carrying amount when originally classified as held for sale.  A corresponding charge against or credit to earnings is recognized.  Properties held for sale are not depreciated.

Asset Retirement Obligation

The Company records an asset retirement obligation liability on the consolidated balance sheets and capitalizes a portion of the cost in “Oil and natural gas properties” during the period in which the obligation is incurred.  The asset retirement obligation is further described in Note Q.O.
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification, (“ASC”) No. 740, “Accounting for Income Taxes”. ASC 740 requires an asset and liability approach to financial accounting for income taxes. In the event differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities result in deferred tax assets, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance is provided for a portion or all of the deferred tax assets when there is an uncertainty regarding the Company’s ability to recognize the benefits of the assets in future years.  Recognition of the benefits of deferred tax assets will require the Company to generate future taxable income.  There is no assurance that the Company will generate earnings in future years.  Since management could not determine the likelihood that the benefit of the deferred tax asset would be realized, no deferred tax asset was recognized by the Company.

Recent Accounting Pronouncements

There were no recent accounting pronouncements that our companyCompany has not implemented that materially affect our consolidated financial statements.

NOTE C – RECEIVABLES – PAYABLES – RELATED PARTIES

Prime Income Asset Management, IncInc.

Prime Income Asset Management, Inc. (“PIAMI”) is a real estate management company that also invests in real estate for its own account. Pillar Income Asset Management, Inc. (“Pillar”) is a real estate management company. Both PIAMI isand Pillar are indirectly owned by a private trust. URC Energy IncInc. (“URC”) is and has been a significant investor in the Company. URC Energy, Inc is indirectly owned by a private trust.trust  While the two trusts for PIAMI and Pillar and URC are separate they have similar trustees and beneficiaries and therefore the Company has noted PIAMI and Pillar as a related party.

parties. Eurenergy Resources, IncInc. (“ERC”) is an oil & gas company that owned and operated oil and gas wells.

Beginning in 2006 the Company made loans to PIAMI and ERC at interest rates higher than the Company believes it could have gotten elsewhere.
In July 2006, the Company made an unsecured $1.4 million loan to ERC at an annual interest rate of 8%.  In June of 2008, the Company entered into a letter of credit agreement with ERC. The terms of the agreement call for interest at the prime rate plus two percent. At May 21, 2009, the balance of the two notes and accrued interest thereon was $3,970,897.

On November 20, 2007, the Company made a $630,000 loan PIAMI. In 2008, the Company made additional net advances on the loan totaling approximately $6.3 million. The initial loan and the additional advances have been combined into a new loan with interest at the prime rate plus two percent.

On May 21, 2009, PIAMI acquired both Eurenergy notes receivable at face value plus accrued interest totaling $3,970,897. Effective May 21, 2009 the Company and PIAMI entered into a new note combing all of the above loans into one note. The loan calls for interest at the prime rate plus 2% with principal and interest payable within 30 days after demand, and if not sooner demanded, on January 31, 2013.
47

At December 31, 2009, the balance due including accrued interest on the note receivable from PIAMI was $11.1 million.

During 2010 the note was paid down whereby as of December 31, 2010 the outstanding principal and interest totaled $10.4 million.

During the first three quarters of 2011 the Company accrued interest of $360,000 and received $715,000 in payments from PIAMI. In the fourth quarter of 2011 the Company determined that the financial condition of PIAMI had deteriorated and there could be no assurance that the amount owed would or could be collected. The company has recorded a reserve OFof $10 million and written(the full balance) for the receivable to zero.combined note.

In November 2007,Beginning in 2011, the Company entered into an agreementconducted business with ERC to provide accounting and administrative services at $15,000 per month. As of June 30, 2009 ERC owesPillar whereby Pillar provided the Company $156,900 for such services.  In June 2009, the agreement with ERC expired. As of December 31, 2009 the amount receivable from ERC has been fully reserved. ERC filed for bankruptcy in 2010.services including processing payroll, acquiring insurance and other administrative matters (rent). The Company entered into a similar agreement with Energy Advisors, LLC in July 2009. In 2010 the formal arrangement with Energy Advisors was ended with all amounts due having been paid.
The Company has payables to related parties of $691,000 and $953,000 for December 31, 2011 and 2010 respectively.  This balance includes amounts due for various accounting services such as payroll, insurance, supplies and other operational matters which the Company obtained through related parties.
Bybelieves that by purchasing these services through certain large entities the Company believes it can get lower costs and better service. Pillar does not charge the Company a fee for providing these services.
34

While separate companies, both PIAMI and Pillar are both owned by Realty Advisors, Inc. (“RAI”).  During 2011 and 2012, the Company incurred obligations to Pillar totaling approximately $2.1 million. In a joint agreement among Pillar, PIAMI and the Company, Pillar agreed to relieve the Company of its obligation to pay $2.1 million and the Company agreed to reduce the amount owed by Prime by a like amount. In 2012 the Company recorded a $2.1 million recovery on the transaction reduction in the PIAMI obligation.

During 2013, the Company incurred obligations to Pillar totaling approximately $1.6 million. In a joint agreement among Pillar, PIAMI and the Company, Pillar agreed to relieve the Company of its obligation to pay $1.6 million and the Company agreed to reduce the amount owed by Prime by a like amount.

Coastland Operations, LLC

During 2012, the Company and several other defendants settled a lawsuit for $225,000. The Company paid the entire amount and has a note receivable from one of the other defendants, Coastland Operations, LLC (a subsidiary of Arcadian Energy, Inc) for $112,500 representing its share of the settlement Arcadian for a portion of his services. Arcadian, through its subsidiary URC is a significant shareholder of the Company and is therefore considered a related party. In March 2015 the $112,500 plus all accrued interest thereon was paid to the Company.

NOTE D – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate values at December 31, 2011 to 2010:values.

Cash and cash equivalents - The carrying amount approximates fair value because of the short maturity of these instruments.

Long-term debt - The fair value of the Company’s long-term debt is estimated based on market rates for the same or similar issues.  The carrying value of long-term debt approximates its fair value.

Notes receivable – The fair value of the note receivable from an affiliate partnership is estimated to approximate fair value based on its short maturity.  It is not practical to estimate the fair value of notes receivable from sale of properties because no quoted market exists and there are no comparable debt instruments to provide a basis for valuation.

NOTE E – NOTES PAYABLE


Notes Payablepayable is comprised of the following (in thousands):

 2011 2010  2014  2013 
             
Notes payable from the acquisition of Mountaineer State Energy, Inc.
 
$ 
 1388
 
$ 
1,308
  $1,514  $1,499 
Bank Debt
 
$
861
     $795  $881 
 
$
2,249
 
$
1,308
  $2,309  $2,380 

Mountaineer State Energy, Inc. was acquired in 2008. As part of the purchase price the Company issued non-interesting bearing notes with the first payment being required in 2015 and the final payment due in 2032. The balance reflected above is the present value of those obligations.

Bank debt represent loans from a bank to finance drilling and equipment at the Company’s oil and gas operation. The interest rate ranges from 5% to 5 ½ %. The loans are collateralized by the Company’s oil & gas leases as well as real property and equipment.


 
4835
 

Aggregate annual principal maturities of long-term debt at December 31, 20112014 are as follows (in thousands):

2012
 
$
47
 
2013
  
337
 
2014
  
367
 
2015
  
1,034
 
2016
  
49
 
Thereafter
  
415
 
     
  
$
2,549
 

2014  881 
2015  263 
2016  261 
2017  256 
2018  107 
Thereafter  541 
     
  $2,309 

NOTE F – OPERATING LEASES

The Company leases a retirement community under an operating lease which expires January 31, 2017, with an option to renew for an additional five-year period. The Company also has operating leases for equipment and office space.  The leases generally provide that the Company pay property taxes, insurance and maintenance.

Future minimum payments for the primary lease following December 31, 20112014 are as follows (in thousands):

2012
 
$
924
 
2013
 
942
 
2014
 
961
 
2015
 
980
   980 
2016
 
1,000
   1,000 
2017
  
   83
   83 
       
 
$
4,890
  $2,063 

Lease expense in 2011, 20102014, 2013 and 2009 was $905,000, $888,0002012 was$961,000, $942,000 and $958,000$924,000 respectively.

NOTE G - EARNINGS PER SHARE

The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data):
 
  Year Ended December 31, 
  2014  2013  2012 
Basic Earnings Per Share:         
Numerator:         
Net income from continuing operations $(779) $426  $168 
             
Denominator:            
Weighted average shares outstanding  1,947   1,947   1,947 
             
Basic earnings (loss) per share from continuing operations  (0.40)  0.22   0.09 
             
Basic earnings per share from discounted operations $-  $-  $- 
49

  Year ended December 31, 
  2011  2010  2009 
Basic Earnings Per Share:         
Numerator:         
Net income from continuing operations
 
$
(11,793
)
 
$
(11
)
 
$
2,210
)
             
Denominator:
            
Weighted average shares outstanding
  
1,947
   
1,947
   
1,947
 
             
Basic earnings per share from
            
continuing operations
  
(6.06
)
  
(0.01
)
  
(1.14
)
Basic earnings per share from
            
discontinued operations
 
$
-
  
$
-
  
$
-
 

50

NOTE H – INCOME TAXES

At December 31, 2011,2014, the Company had net operating loss carry forwards of approximately $7$7.4 million, which expire between 20122014 and 2025.2027.

Forms 1120, U.S, Corporation Income Tax Returns, for the years ending December 31, 2014, 2013, 2012 are subject to examination, by the IRS, generally for three years after they are filed.
36
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.

  2014  2013  2012 
Federal income tax at statutory rate per books $0  $149  $59 
Change in valuation allowance  0   0   0 
Net operating loss  0   (149)  (59)
Federal income tax per tax return $0  $0  $0 
             
Effective income tax rate  0.00%  0.00%  0.00%

NOTE I – STOCKHOLDERS’ EQUITY

Outstanding Preferred Stock   
    
Preferred stock consists of the following (amounts in thousands):   
 Year Ended
 December 31,
 2011 2010
Series B convertible preferred stock, $10 par value, liquidation value of
$100, authorized 100 shares, issued and outstanding one share
1
 
1
Outstanding Preferred Stock
Preferred stock consists of the following (amounts in thousands):
  Year Ended 
  December 31, 
  2014  2013 
Series B convertible preferred stock, $10 par value, liquidation value of
$100, authorized 100 shares, issued and outstanding one share
  1   1 

The Series B preferred stock has a liquidation value of $100 per share and is convertible into common stock over a ten-year period at prices escalating from $500 per share in 1993 to $1,111 per share by 2002.share. The right to convert expired April 30, 2003.  Dividends at a rate of 6% are payable in cash or preferred shares at the option of the Company.


NOTE J – OTHER INCOME (EXPENSE)

Other income (expense) consists of the following: (amounts in thousands)

 Year ended December 31,  Year ended December 31, 
 2011 2010 2009  2014  2013  2012 
Write off of Sterling investment
 
$ 
-
 
$ 
(350
)
 
$ 
-
 
         
Litigation costs for the Chesapeake matter $-   (382)  - 
Income for gas held by Chesapeake  -   200   - 
Other
  
(155
)
  
10
  
68
   197   (7)  122 
                   
 
$
(155
)
 
$
(340
)
 
$
68
  $197  $(189) $122 

NOTE K – CONTINGENCIES


Carlton Energy Group, LLC


In December 2006, Carlton Energy Group, LLC (“Carlton”) instituted litigation against an individual, Eurenergy Resources Corporation (“Eurenergy”) and several other entities including New Concept Energy, Inc., which was then known as CabelTel International Corporation (the “Company”) alleging tortuous conduct, breach of contract and other matters and as to the Company that it was the alter ego of Eurenergy. The Carlton claims were based upon an alleged tortuous interference with a contract by Thethe individual and Eurenergy related to the right to explore a coal bed methane concession in Bulgaria which had never (and has not to this day) produced a drop ofany hydrocarbons. At no time during the pendency of this project or since did the company or any of its officers or directors have any interest whatsoever in the success or failure of the so-called “Bulgaria Project”. However, in the litigation, Carlton alleged that the Company was the alter-ego of certain of the other Defendants including Eurenergy.
 
 
 
5137
 

Following a jury trial in 2009, the Trial Court (295th District Court of Harris County, Texas) reduced the actual damages found by the jury of $66.5 million and entered judgment against EurEnergy and Thethe individual jointly and severally for $31.16$31.12 million in actual damages on its tortuous-interference claim and the Court further assessed exemplary damages against The individual and EurEnergy in the amount of $8.5 million each. The Court granted a judgment for the Company that it was not the alter ego of any of the other parties and thereby would not incur any damages.

Cross appeals were filed by Carlton, Thethe individual and EurEnergy to the Court of Appeals for the First District of Texas (the “Court of Appeals”) which rendered its opinion on February 14, 2012.  The Court of Appeals opinion, among other things, reinstated the jury award of actual damages jointly and severely against Thethe individual and EurEnergy in the amount of $66.5 million and overturned the Trial Court’s ruling favorable to the Company rendering a judgment for that amount plus exemplary damages against the Company as the “alter ego” of Eurenergy.

The Company plans to fileand the other defendants, filed a Petition for Review of the Court of Appeals DecisionOpinion with the Supreme Court of the State of Texas. After requesting a response from the Plaintiff the Supreme Court requested full briefing on the merits. In March 2013 the Court granted the Petition for Review and in September 2013 the Court heard oral arguments. The parties are awaiting a ruling.

 The Company vigorously denies that it is the “alter ego” of any other entity; further the Company strongly believes that the Court of Appeals opinion is erroneous in concluding that the Company is an “alter ego” of any other entity which is contrary to Nevada substantive law. There are also questions regarding the underlying liability of EurEnergy and if Eurenergy is successful in its petition for review or, even if unsuccessful if the Company is successful on its positions described above, the Trial Court’s judgment could be reinstated and the Company would have no liability on this claim.
 
Chesapeake Exploration Limited Partnership and Chesapeake Operating, Inc. (“Chesapeake”)  In January 2006, the Company entered into a joint operating agreement evidencing its acquisition of a 5% interest in two gas wells being drilled and ultimately operated by Chesapeake.  The Company relied on the cost projections provided by Chesapeake to make its investment decision.  Subsequent to its investment, the Company received an invoice from Chesapeake for $556,217 which, according to Chesapeake, represents the Company’s 5% share of additional costs incurred by Chesapeake in drilling the wells.  The Company believes that these additional costs far exceed any reasonable expense that should have been incurred in drilling the two wells and were incurred without notifying the Company of such expenses.  The Company has requested an accounting of the additional expenses and a reconciliation of the final costs to the cost estimates previously presented.  In April 2007, Chesapeake filed a lawsuit against the Company and others in District Court of Tarrant County, Texas.
 
 
52

In March 2011, Chesapeake received a summary judgment award including prejudgment interest for $686,874 plus $65,000 in legal fees. Further the judgment awarded Chesapeake additional legal fees of $30,000 should the Company file unsuccessful appeals to the Court of Appeals and the Texas Supreme Court. Chesapeake would also receive to post judgment interest.

The judgment did however acknowledge that the plaintiff did not pay the company for it’s pro rata share of the gas produced by the two wells during the entire period in question.

The Company has appealed the judge’sjudgment to the Court of Appeals which reduced the judgment by $22,000, but otherwise affirmed the lower court ruling. The Company is vigorously pursuing its legal optionsfiled an appeal with the Texas Supreme Court, however on February 15, 2013 the Texas Supreme Court denied the petition.

Following the ruling in March 2011, the Company has also recordedarranged for a bond to the it’s potential obligation shouldbenefit of Chesapeake prevail.from a third party bonding Company for approximately $791,960. In February 2014, the Company paid the bonding company $791,960, who in turn paid Chesapeake.

There still remains the matter of the gas that is owed to the Company for it’s pro rata share of the gas produced and withheld by Chesapeake. The wells in question are producing naturalCompany has estimated that there is approximately 70,000 MCF of gas tofor which the Company is entitledneeds to its pro rata share.be paid or receive in kind which would then be sold. In 2013 Chesapeake is withholdingsold the amounts due the company until the legal matter is resolved. As of December 2011two wells to BHP Billiton Petroleum (“BHP”). In 2014 BHP has begun paying the Company has recorded a liability due Chesapeake of $491,000.


Yazoo Pipeline Company, LP and Sterling Exploration and Production Company (“Sterling”)

Sterling Exploration and Production Company was anfor its oil and gas exploration and production company with offshore production and Yazoo Pipeline Company transported Sterling’s and others oil and gas to shore for delivery to purchasers. On December 23, 2008 Sterling filed for Chapter 11 bankruptcy relief.

In 2009 we attempted to acquire Sterling and invested a totalinterests out of approximately $400,000 including debtor in possession financing paid to Sterling and other expenses. In 2009 we wrote off $50,000 of our investment. In 2010 the potential acquisition was abandoned and in the second quarter of 2010 we wrote off the balance of our investment. The bankruptcy of Sterling was ultimately converted to a Chapter 7 filing.

In December, 2010 the bankruptcy trustee filed a lawsuit against a number of parties including New Concept Energy, Inc with a variety of allegations including that we conspired with other defendants or aided and abetted others in a breach of fiduciary duty owed to the debtors of Sterling.

We are unaware of any misconduct on our part and see no merit to this case however after considering the future legal costs and the potential for a potential negative outcome the Company has agreed to settle the entire matter for a payment of $225,000 which will be paid in the second quarter of 2012.
current monthly production.
 
Other

The Company has been named as a defendant in other lawsuits in the ordinary course of business.  Management is of the opinion that these lawsuits will not have a material effect on the financial condition, results of operations or cash flows of the Company.
 
 
 
5338
 


NOTE L – OPERATING SEGMENTS
 
The following table reconciles the segment information to the corresponding amounts in the Consolidated Statements of Operations and total assets:

Year ended December 31, 2011 Oil and Gas Operations Retirement Facility Corporate Total 
Year ended December 31, 2014 
Oil and Gas
Operations
 
Retirement
Facility
 Corporate  Total 
                     
                     
Operating revenue
 
$
1,020
 
$
2,881
 
$
-
 
$
3,901
  $1,489  $2,874  $-  $4,363 
                         
Operating expenses
 
1,095
 
2,154
 
577
 
5,217
   1,233   2,512   823  $4,568 
Depreciation, depletion and amortization
 
335
 
42
 
2
 
416
   620   65   -  $685 
Accretion of asset retirement obligation
 
129
 
-
 
-
 
129
 
Impairment of oil and gas properties
  
1,428
            -   -   -  $- 
Total Operating Expenses
  
2,987
  
2,196
  
579
  
5,762
   1,853   2,577   823   5,253 
Interest expense
 
-
 
-
 
(131
)
 
(131
)
  91   -   -  $91 
Other income
 
-
 
-
 
(10,161
)
 
(10,161
)
  (19)  36   180  $197 
Interest income
  
-
  
-
  
360
  
360
   -       5  $5 
Segment operating income
 
$
(1,967
)
 
$
685
 
$
(10,511
)
 
$
(11,793
)
 $(474) $333  $(638) $(779)
Assets
 
$
12,376
 
$
254
 
$
820
 
$
13,450
  $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 
                
Year ended December 31, 2012 
Oil and Gas
Operations
 
Retirement
Facility
 Corporate  Total 
                
                
Operating revenue $1,182  $2,762  $-  $3,944 
                
Operating expenses  1,130   2,339   575   4,044 
Depreciation, Depletion and Amortization  690   50   2   742 
Accretion of Asset Retirement Obligation  68   -   -   68 
Impairment of oil and gas properties  912   -       912 
Total Operating Expenses  2,800   2,389   577   5,766 
Interest expense  -   -   (208)  (208)
Other income  -   -   2,198   2,198 
Segment operating income $(1,618) $373  $1,413  $168 
Assets $11,199  $611  $674  $12,484 
Year ended December 31, 2010 Oil and Gas Operations  Retirement Facility  Corporate  Total 
             
             
Operating revenue
 
$
1,248
  
$
2,965
  
$
-
  
$
4,213
 
                 
Operating expenses
  
970
   
2,072
   
729
   
3,771
 
Depreciation, Depletion and Amortization
  
322
   
39
   
2
   
363
 
Accretion of Asset Retirement Obligation
  
123
   
-
   
-
   
123
 
Total Operating Expenses
  
1,415
   
2,111
   
731
   
4,257
 
Interest expense
  
(124
)
  
-
   
-
   
(124
)
Other income
  
-
   
-
   
(340
)
  
(340
)
Interest income
  
-
   
-
   
497
   
497
 
Segment operating income
 
$
(291
)
 
$
854
  
$
(574
)
 
$
(11
)
Assets
 
$
12,950
  
$
220
  
$
10,852
  
$
24,022
 
Year ended December 31, 2009 Oil and Gas Operations  Retirement Facility  Corporate  Total 
             
             
Operating revenue
 
$
1,206
  
$
2,892
  
$
-
  
$
4,098
 
                 
Operating expenses
  
1,173
   
2,118
   
1,342
   
4,633
 
Depreciation, Depletion and Amortization
  
325
   
57
   
-
   
382
 
Accretion of Asset Retirement Obligation
  
117
   
-
   
-
   
117
 
Impairment of oil and gas properties
  
1,695
   
-
       
1,695
 
Total Operating Expenses
  
3,310
   
2,175
   
1,342
   
6,827
 
Interest expense
  
(123
)
  
-
   
-
   
(123
)
Other income
  
30
   
-
   
38
   
68
 
Interest income
  
-
   
-
   
574
   
574
 
Segment operating income
 
$
(2,197
)
 
$
717
  
$
(730
)
 
$
(2,210
)
Assets
 
$
13,103
  
$
292
  
$
11,816
  
$
25,211
 

 
 
5439
 
 
NOTE M - QUARTERLY DATA (UNAUDITED)

The table below reflects the Company’s selected quarterly information for the years ended December 31, 2011, 20092014, 2013 and 2008.2010.  Amounts shown are in thousands except per share amounts.

 First Second Third Fourth  First  Second  Third  Fourth 
Year ended December 31, 2011 Quarter Quarter Quarter Quarter 
Year ended December 31, 2014 Quarter  Quarter  Quarter  Quarter 
                     
Revenue
 
$
1,009
 
$
1,013
 
$
1,003
 
$
876
  $1,069  $1,213  $1,131  $950 
Operating (expense)
 
(948
)
 
(911
)
 
(990
)
 
(2,334
)
  (1,119)  (1,053)  (1,087)  (1,171)
Corporate general and administrative expense
 
(124
)
 
(126
)
 
(101
)
 
(228
)
  (192)  (205)  (208)  (218)
Impairment of natural gas and oil properties
 
—
 
—
 
—
 
—
   -       -   - 
Other income (expense) net
 
160
 
90
 
30
 
(10,212
)
  202   (54)  (40)  3 
Net income (loss) from continuing operations
 
97
 
66
 
(57
)
 
(11,899
)
  (40)  (99)  (204)  (436)
Income (loss) allocable to common shareholders
 
$
97
 
$
66
 
$
(57
)
 
$
(11,899
)
 $(40) $(99) $(204)  (436)
Income (loss) per common share – basic
 
$
0.05
 
$
0.03
 
$
(0.03
)
 
$
(6.10
)
 $(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 propertiesImpairment 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 
                
 First  Second  Third  Fourth 
Year ended December 31, 2012 Quarter  Quarter  Quarter  Quarter 
                
Revenue $964  $988  $976  $1,016 
Operating (expense)  (1,102)  (1,071)  (1,022)  (1,082)
Corporate general and administrative expense  (159)  (134)  (108)  (176)
Impairment of natural gas and oil properties  (912)  -   -   - 
Other income (expense) net  (58)  48   1,674   534 
Net income (loss) from continuing operations  (1,267)  (169)  1,520   84 
Income (loss) allocable to common shareholders $(1,267) $(169) $1,520  $84 
Income (loss) per common share – basic $(0.65) $(0.08) $0.78  $0.04 


Year ended December 31, 2010            
             
Revenue
 
$
973
  
$
1,082
  
$
1,112
  
$
(3,167
)
Operating (expense)
  
(950
)
  
(948
)
  
(891
)
  
2,789
 
Corporate general and administrative expense
  
(199
)
  
(124
)
  
(124
)
  
447
 
Impairment of natural gas and oil properties
  
—
   
—
   
—
   
—
 
Other income (expense) net
  
126
   
285
   
91
   
(512
)
Net income (loss) from continuing operations
  
(40
)
  
(273
)
  
188
   
125
 
Income (loss) allocable to common shareholders
 
$
(40
)
 
$
(273
)
 
$
188
   
125
 
Income (loss) per common share – basic
 
$
(0.02
)
 
$
(0.12
)
 
$
0.10
  
$
0.06
 

Year ended December 31, 2009            
             
Revenue
 
$
1,068
  
$
1,049
  
$
970
  
$
1,011
 
Operating (expense)
  
(965
)
  
(992
)
  
(864
   
(1,288
)
Corporate general and administrative expense
  
(262
)
  
(235
)
  
(169
)
  
(357
)
Impairment of natural gas and oil properties
  
—
   
—
   
—
   
(1,695
)
Other income (expense) net
  
182
   
94
   
112
   
131
 
Net income (loss) from continuing operations
  
23
   
(84
)
  
49
   
(2,198
)
Income (loss) allocable to common shareholders
 
$
23
  
$
(84
)
 
$
49
  
$
(2,198
)
Income (loss) per common share – basic
 
$
0.01
  
$
(0.04
)
 
$
0.03
  
$
(1.27
)

 
5540
 
 
NOTE N - SUPPLEMENTARY FINANCIAL INFORMATION ON OIL AND NATURAL GAS EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES (UNAUDITED)
 
The Company’s net ownership interests in estimated quantities of proved oil and natural gas reserves and changes in net proved reserves, all of which are located in the continental United States, are summarized below:

  2011 
  
Gas
(MMCF)
  
Oil
(MBBLS)
 
Proved developed and undeveloped reserves —      
January 1, 2011
  
6,954
   
72
 
Purchase of oil and natural gas properties in place
  
-
   
-
 
Discoveries and extensions
  
-
   
37
 
Revisions
  
(4,227
)
  
-
 
Sales of oil and gas properties in place
  
-
   
-
 
Production
  
(176
)
  
(6
)
End of year
  
2,551
   
103
 
Proved developed reserves at beginning of year
  
1899
   
14
 
Proved developed reserves at end of year
  
1,105
   
57
 
         
 
 2010  2014 
 
Gas
(MMCF)
 
Oil
(MBBLS)
  Gas (MMCF)  Oil (MBBLS) 
Proved developed and undeveloped reserves —     
January 1, 2010
 
7561
 
19
 
      
Proved developed and undeveloped reserves -      
January 1, 2014  2,887   173 
Purchase of oil and natural gas properties in place
 
-
 
-
   0   0 
Discoveries and extensions
 
-
 
55
 
Discoveries and exclusions  0   0 
Revisions
 
(415
)
 
-
   138   (24)
Sales of oil and gas properties in place
 
-
 
-
   0   0 
Production
  
(192
)
  
(2
)
  (159)  (10)
End of year
  
6,954
  
72
 
Proved developed reserves at beginning of year
  
2,867
  
19
 
December 31, 2014  2,866   139 
        
Proved developed at beginning of year  719   105 
        
Proved developed reserves at end of year
  
1,899
  
14
   698   70 
             
        
 2013  
 Gas (MMCF)  Oil (MBBLS) 
        
Proved developed and undeveloped reserves -        
January 1, 2013  2,849   103 
Purchase of oil and natural gas properties in place  0   0 
Discoveries and exclusions  0   0 
Revisions  232   82 
Sales of oil and gas properties in place  0   0 
Production  (194)  (12)
December 31, 2013  2,887   173 
        
Proved developed at beginning of year  593   35 
        
Proved developed reserves at end of year  719   105 
 

 
5641
 

The following table presents the changes in our total proved undeveloped reserves.

  Gas  Oil 
  (MMCF)  (MBBLS) 
Proved undeveloped reserves as of December 31, 2009
  
4,694
   
-
 
Revaluation of undeveloped reserves
  
361
   
57
 
         
Proved undeveloped reserves as of December 31, 2010
  
5,055
   
57
 
         
      Conversion to proved developed reserves
  
-
   
42
 
      Revaluation of undeveloped reserves
  
(3,608
) 
  
(52
)
         
Proved undeveloped reserves as of December 31, 2011
  
1,447
   
47
 
  Gas  Oil 
  (MMCF)  (MBBLS) 
Proved undeveloped reserves as of December 31, 2012  2,256   68 
Revaluation of undeveloped reserves  -   - 
Conversion to prove developed reserves  (88)  - 
         
Proved undeveloped reserves as of December 31, 2013  2,168   68 
         
Conversion to prove developed reserves  -   - 
Revaluation of undeveloped reserves  -   - 
         
Proved undeveloped reserves as of December 31, 2014  2,168   68 
 
The following table reflects the capitalized costs relating to oil and gas producing activities.


 2011 2010  2014 2013 
Property acquisition costs:
          
Proved properties
 
$
12,862
 
$
11,928
  
$
11,496
 
$
11,328
 
Unproved properties
 
-
 
-
  
-
 
-
 
Accumulated depreciation, depletion and amortization
          
and valuation allowance
  
(1,721
)
  
(703
)
  
(2,178
)   
(2,178
)
          
Net capitalized costs
 
$
11,141
 
$
11,225
  
$
8,809
 
$
9,190
 

The following table reflects the costs incurred in oil and gas property acquisition, exploration and development activities.

 2011 2010  2014 2013 
Property acquisition costs:
          
Proved properties
 
$
-
 
$
-
  
$
-
 
$
-
 
Unproved properties
 
-
 
-
  
-
 
-
 
Exploration costs
 
-
 
-
  
-
 
-
 
Development costs
  
934
  
219
   
129
  
240
 
          
Total cost incurred
 
$
934
 
$
-219
  
$
129
 
$
240
 


The following table reflects revenues and expenses directly associated with our oil and gas producing activities, including general and administrative expenses directly related to such producing activities.  They do not include any allocation of interest costs or general corporate overhead and, therefore, are not necessarily indicative of the contribution to net earnings of our oil and gas operations.  Income tax expense has been calculated by applying statutory income tax rates to oil and gas sales after deducting costs, including depreciation, depletion and amortization and after giving effect to permanent differences.


 
5742
 

  2011  2010 
       
Oil and gas sales
 
$
1,020 $
   
1,248
 
Production expenses
  
(1,095
)
  
(702
)
Exploration expenses
  
-
     
Depreciation, depletion and amortization
  
(335
)
  
(323
)
Impairment of oil and gas properties
  
(1,428
)
  
-
 
General and administrative expenses
  
(335
)
  
(390
)
Income tax benefit (expense)
  
-
   
-
 
         
Results of operations
 
$
(1,967
)
 
$
(167
)
The following table reflects the standardized measure of future net cash flows related to our proved reserves.
  2014  2013 
       
Oil and gas sales $1,489  $1,477 
Operating expenses  (1,233)  (1213)
Depreciation, depletion and amortization  (620)  (654)
Impairment of oil & gas properties  -   (200)
         
Results of operations $(364) $(590)

  2011  2010 
       
Future oil and gas cash inflows
 
$
23,395
  
$
51,928
 
Future oil and gas operating expenses
  
(5,036
)
  
(12,265
)
Future development costs
  
(2,343
)
  
(15,123
)
Future tax expense
  
(370
)
  
(244
)
Future net cash flows
  
15,404
   
24,296
 
10% discount to reflect timing of cash flows
  
(4,505
)
  
(11,878
)
         
Standardized measure of discounted future net cash flows
 
$
11,141
  
$
12,418
 
The following table reflects the standardized measure of future net cash flows related to our proved reserves

The following table reflects the principal changes in the standardized measure of discounted future net cash flows attributable to our proved reserves.

  2011  2010 
       
Beginning balance
 
$
12,418
  
$
11,372
 
Oil and gas sales, net of production costs
  
(75
)
  
(275
)
Purchase of reserves, net of future development costs
  
-
   
491
 
Net changes in prices and production costs
  
(1,202
   
569
 
Extensions and discoveries, net of future development costs-
      
261
 
Revisions of quantity estimates
  
-
   
-
 
Other changes
  
-
   
-
 
         
Ending balance
 
$
11,141
  
$
12,418
 
  2014  2013 
       
Future oil and gas cash inflows $25,595  $30,060 
Future oil & gas operating expenses  (4,170)  (5,445)
Future development costs  (2,983)  (3,350)
Future tax expense  (1,666)  (1,257)
Future net cash flows $16,776  $20,008 
10% discount to reflect timing of cash flows  (5,998)  (7,787)
         
  $10,778  $12,221 
 

43
NOTE O – ASSET RETIREMENT OBLIGATION
 
The Company records an asset retirement obligation (ARO) when the total depth of a drilled well is reached and the Company can reasonably estimate the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon costs.  The Company records the ARO liability on the consolidated balance sheets and capitalizes a portion of the cost in “Oil and natural gas properties” during the period in which the obligation is incurred.  In general, the amount of an ARO and the costs capitalized will be equal to the estimated future cost to satisfy the abandonment obligation using current prices that are escalated by an assumed inflation factor up to the estimated settlement date and adjusted for the Company’s credit risk.  This amount is then discounted back to the date that the abandonment obligation was incurred using an assumed cost of funds for the Company.  After recording these amounts, the ARO is accreted to its future estimated value using the same assumed cost of funds.  The additional capitalized costs are depreciated on a unit-of-production basis or straight-line basis.

In the third quarter of 2012, the Company re-evaluated its method of plugging abandoned wells and determined by doing so in-house it could lower the cost. Based upon the Company’s current calculations, we have established a sufficient reserve, for accounting purposes, to plug the existing wells when necessary.
 
58
(in thousands) 2011 2010 
 2014  2013 
Asset retirement obligation, January 1
 
$
2,573
 
$
2,450
  $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 discount expense
  
129
  
123
 
Accretion of discounnt expense  -   - 
Asset retirement obligation, December 31
 
$
2,702
 
$
2,573
  $2,770  $2,770 
 
NOTE MP –SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events through March 30, 2012,31, 2015, the date the financial statements were available to be issued, and has determined that there are none to be reported.
 
 
 
5944
 
 
The following documents are filed as exhibits (or are incorporated by reference as indicated) into this Report:
Exhibit DesignationExhibit Description
3.1Articles 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)
3.2Amendment 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)
3.3Restated Articles of Incorporation of Greenbriar Corporation (incorporated by reference to Exhibit 3.1.1 to Registrant’s Form 10-K dated December 31, 1995)
3.4Amendment 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)
3.5Certificate 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)
3.6Certificate 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)
3.7Certificate 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)
3.8Certificate 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)
3.9Certificate 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)
3.10Certificate 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)
3.11Certificate 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)
3.12Amended and restated bylaws of New Concept Energy, Inc. dated November 18, 2008.
10.1Registrant’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).
10.2Registrant’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)
14.0Code 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)
    101Interactive data files pursuant to Rule 405 of Regulation S-T

45
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEW CONCEPT ENERGY, INC.
March 31, 2015
by:      /s/ Gene S. Bertcher                                                  
Gene S. Bertcher, Principal Executive 
Officer, President and Chief Financial Officer 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
 

SignatureTitleDate
/s/ Gene S. Bertcher
Gene S. Bertcher
Chairman, President, Principal Executive Officer, Chief Financial
Officer and Director
March 31, 2015
/s/ Roz Campisi Beadle
Roz Campisi Beadle
DirectorMarch 31, 2015
/s/ James Huffstickler
James Huffstickler
DirectorMarch 31, 2015
/s/ Dan Locklear
Dan Locklear
DirectorMarch 31, 2015
/s/ Victor L. Lund
Victor L. Lund
DirectorMarch 31, 2015
46