UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 2016

☐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)

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: R No: Ј

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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: R[X]   No Ј

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.  See definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of Common Stock, as of the latest practicable date.

NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES

Index to Quarterly Report on Form 10-Q

Period ended September 30, 2016

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Notes To Consolidated Financial Statements

The accompanying unaudited consolidated financial statements include the accounts of New Concept Energy, Inc. and its majority-owned subsidiaries (collectively, "NCE"“NCE” or the "Company"“Company”).  All significant intercompany transactions and accounts have been eliminated.  

The unaudited financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  The financial statements reflect all adjustments that are, in the opinion of management, necessary to fairly present such information.  All such adjustments are of a normal recurring nature.  Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ending December 31, 2015.2016.  Operating results for the ninethree month period ended September 30, 2016March 31, 2017 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2016.

The Company 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 through its wholly owned subsidiaries Mountaineer State Energy, LLC and Mountaineer State Operations, LLC.

Until March 30, 2017 the Company also leasesleased and operatesoperated a retirement communitycenter in King City, Oregon with a capacity of 114 residents.

We consider accounting policies related to our estimates of depreciation amortization and depletion, segments, oil and gas properties, oil and gas reserves, gas gathering assets, office and field equipment, revenue recognition and gas imbalances, leases, revenue recognition for real estate operations, impairment, and sales of real estate as significant accounting policies.  The policies include significant estimates made by management using information available at the time the estimates are made.  However, these estimates could change materially if different information or assumptions were used.  These policies are summarized in our Annual Report on Form 10-K for the year ended December 31, 2015.

Carlton Energy Group, LLC

In December 2006, Carlton Energy Group, LLC ("Carlton"(“Carlton”) instituted litigation against an individual, Eurenergy Resources Corporation ("Eurenergy"(“Eurenergy”) and several other entities including New Concept Energy, Inc., which was then known as CabelTel International Corporation (the "Company"“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 the 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 any 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 allegedtrial judge ruled that the Company was not the alter-ego of certain of the other Defendants including Eurenergy.

Management notes that in connection with the original appeal, the individual defendant deposited alternative security with the courtTrial Court to supersede the judgment which the court determined to have a value in excess of $56 million. Management believes that the maximum exposure would be in an amount significantly less than the amount on deposit. Accordingly, management believes that any adverse outcome is fully secured by that deposit.

For a discussion of this legal matter see Item: 3 of the Company’s Form 10-K for December 31, 2016.

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.

In February 2016, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases was issued. This new guidance establishes a new model for accounting for leases and provides for enhanced disclosures. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this guidance, that is applicable to our operations and the preparation of our consolidated statements, including that which we have not yet adopted.  We do not believe thatif any, such guidance will have a material effect on ourits financial position orand results or operation.

The Company has evaluated subsequent events through November 14, 2016,May 12, 2017, the date the financial statements were available to be issued, and has determined that there are none to be reported.

The Company'sCompany’s discussion and analysis of its financial condition and results of operations are based upon the Company'sCompany’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  Certain of the Company'sCompany’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'sCompany’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'sCompany’s significant accounting policies are summarized in Note B to our consolidated financial statements in our annual report on Form 10-K.  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.

The Company'sCompany’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'sManagement’s estimate of the required allowance, which is reviewed on a quarterly basis, is subject to revision as these factors change.

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'sCompany’s net deferred tax assets is dependent upon the generation of future taxable income prior to the expiration of the loss carry forwards.  At September 30, 2016March 31, 2017, 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.

At September 30, 2016,March 31, 2017, the Company had current assets of $682,000$715,000 and current liabilities of $1,581,000.

Cash and cash equivalents at September 30, 2016March 31, 2017 were $530,000$520,000 as compared to $473,000$113,000 at December 31, 2015.

Net cash provided fromby operating activities was $141,000$429,000 for the ninethree months ended September 30, 2016.March 31, 2017.  During the nine-monththree-month period, the Company had a net loss of $593,000.

Net cash used in investing activities was $45,000$12,000 for the ninethree months ended September 30, 2016. This represents fixed assets acquired byMarch 31, 2017, consisting of the Company.

Net cash used in financing activities was $39,000$10,000 for the ninethree months ended September 30, 2016,March 31, 2017, consisting of the repaymentrepayments of bank loans.

Comparison of the three months ended September 30, 2016March 31, 2017 to the same period ended 2015

The Company reported a net loss of $164,000$159,000 for three months ended March 31, 2017, as compared to net loss of $296,000 for the similar period in 2016.

For the three months ended March 31, 2017, the Company recorded oil and gas revenues of $195,000 as compared to $219,000 for the comparable period of 2016. The decrease in oil & gas revenue for the three months ended September, 30March 31, 2017 was principally due to the production and price the Company received for oil.

For the three months ended March 31, 2017, the Company recorded oil and gas operating expenses of $256,000 as compared to $396,000 for the comparable period of 2016.The decrease was due to a specific effort by management to reduce operation costs. The decrease represents a $28,000 reduction in payroll costs and a reduction in general operating expenses of $38,000.

For the three months ended March 31, 2017, operating expenses at the retirement property were $348,000, as compared to $394,000 for the comparable period in 2016. The decreases were due to a reduction in general operating expenses and depletion.

For the three months ended March 31, 2017, corporate general & administrative expenses were $100,000 as compared to $169,000 for the comparable periods in 2016.  The decrease was due to a decrease in payroll expenses of $23,000 as well as other administrative costs.

Comparison of the three months ended March 31, 2016 to the same period in 2015

The Company reported a net loss of $296,000 for three months ended March 31, 2016, as compared to a net lossincome of $75,000$314,000 for the similar period in 2015.

For the three months ended September 30,March 31, 2016, the Company recorded oil and gas revenues net of royalty expenses of $190,000$219,000 as compared to $232,000$172,000 for the comparable period of 2015. The declineincrease in oil and& gas revenue for the three months ended March 31, 2016 was principally$47,000. The increase is due to the priceproduction of more gas in 2016 than 2015. During the first quarter of 2015 there was unusual harsh weather in the areas where the Company was receiving formaintains its wells. The weather severely hampered the Company’s ability to repair and maintain well equipment as well as limited the pickups of oil salesfrom wells that were located in 2016 as comparedareas that were impossible to 2015.

The Company recorded revenues of $653,000$677,000 for the three months ended September 30,March 31, 2016 from its retirement property compared to $772,000$717,000 for the comparable period in 2015. The decrease was primarilyis due a drop into reduced occupancy at the facility caused principally by the opening of a competing facility in the community where our facility is located. .

For the three months ended September 30,March 31, 2016, the Company recorded oil and gas operating expenses of $295,000$396,000 as compared to $527,000$470,000 for the comparable period of 2015. The2015.The decrease was due to a specific effort by management to reduce operation costs. The decrease represents a $41,000 reduction in overallpayroll costs and a reduction in general operating expenses as the Company has actively been reducing costs to compensate for the reduction in revenue.

For the three months ended September 30,March 31, 2016, operating expenses at the retirement property were $396,000$348,000, as compared to $423,000$394,000 for the comparable period in 2015. The decrease in operating expensesdecreases were due to an overall decreasea reduction in non-payroll relatedgeneral operating expenses.

For the three months ended September 30,March 31, 2016, corporate general & administrative expenses were $52,000$166,000 as compared to $176,000$154,000 for the comparable periods in 2015.   The decrease is primarily due to a reduction in wages and overall operating expenses.

“Safe Harbor"Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  A number of the matters and subject areas discussed in this filing that are not historical or current facts deal with potential future circumstances, operations and prospects.  The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from the Company'sCompany’s actual future experience involving any one or more of such matters and subject areas relating to interest rate fluctuations, the ability to obtain adequate debt and equity financing, demand, pricing, competition, construction, licensing, permitting, construction delays on new developments, contractual and licensure, and other delays on the disposition, transition, or restructuring of currently or previously owned, leased or managed properties in the Company'sCompany’s portfolio, and the ability of the Company to continue managing its costs and cash flow while maintaining high occupancy rates and market rate charges in its retirement community.  The Company has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from the Company'sCompany’s current expectations regarding the relevant matter of subject area.  These and other risks and uncertainties are detailed in the Company'sCompany’s reports filed with the Securities and Exchange Commission ("SEC"(“SEC”), including the Company'sCompany’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

The Company'sCompany’s principal source of revenue is rents from a retirement community and fees for services rendered.  The real estate operation is affected by rental rates that are highly dependent upon market conditions and the competitive environment in the areas where the property is located.  Compensation to employees and maintenance are the principal cost elements relative to the operation of this property.  Although the Company has not historically experienced any adverse effects of inflation on salaries or other operating expenses, there can be no assurance that such trends will continue or that, should inflationary pressures arise, the Company will be able to offset such costs by increasing rental rates in its real estate operation.

The Company has conducted environmental assessments on most of its existing owned or leased properties.  These assessments have not revealed any environmental liability that the Company believes would have a material adverse effect on the Company'sCompany’s business, assets or results of operations.  The Company is not aware of any such environmental liability.  The Company believes that all of its properties are in compliance in all material respects with all federal, state and local laws, ordinances and regulations regarding hazardous or toxic substances or petroleum products.  The Company has not been notified by any governmental authority and is not otherwise aware of any material non-compliance, liability or claim relating to hazardous or toxic substances or petroleum products in connection with any of its communities.

Nearly all of the Company'sCompany’s debt is financed at fixed rates of interest.  Therefore, the Company has minimal risk from exposure to changes in interest rates.

(a)           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"“Exchange Act”) were). 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.

(b)           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.

PART II:  OTHER INFORMATION

The following exhibits are filed herewith or incorporated by reference as indicated below.

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