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 MARCH 31, 2010
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
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75-2399477
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1800 Valley View Lane
Suite 300
Dallas, Texas
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(Address of principal executive offices)
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75234
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(Zip Code)
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(972) 407-8400
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(Registrant’s telephone number, including area code)
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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: £
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: £ No £
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 accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer £
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Accelerated filer £
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Non-accelerated filer £
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Smaller reporting company R
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes: £No: R
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Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Common Stock, $.01 par value
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1,946,935 shares
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(Class)
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(Outstanding at May 14, 2010)
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NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
Period ended March 31, 2010
PART I: FINANCIAL INFORMATION
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3
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Item 1. Financial Statements
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3
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Consolidated Balance Sheets
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4
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Consolidated Statements of Operations
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5
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Consolidated Statements of Cash Flows
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6
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Notes To Consolidated Financial Statements
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7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4T. Controls and Procedures
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14
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PART II: OTHER INFORMATION
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15
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 6. Exhibits
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15
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Signatures
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17
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
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March 31,
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December 31,
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2010
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2009
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Assets
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Current assets:
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Cash and cash equivalents
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$ |
123 |
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$ |
155 |
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Accounts receivable from oil and gas sales
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201 |
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203 |
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Note and interest receivable – related party
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9,920 |
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11,206 |
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Other current assets
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550 |
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567 |
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Total current assets
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10,794 |
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12,131 |
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Oil and natural gas properties (full cost accounting method):
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Proved developed and undeveloped oil and gas properties, net of depletion
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11,350 |
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11,372 |
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Property and equipment, net of depreciation:
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|
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|
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Land, buildings and equipment - oil and gas operations
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1,330 |
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1,337 |
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Other
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152 |
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|
149 |
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Total property and equipment
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1,482 |
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1,486 |
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|
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Other assets
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162 |
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132 |
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Total assets
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$ |
23,788 |
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$ |
25,121 |
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The accompanying notes are an integral part of these consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
(amounts in thousands, except share amounts)
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March 31,
2010
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December 31,
2009
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable – trade
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$ |
200 |
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$ |
154 |
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Accrued expenses (including $661 and $638 to related
parties in 2010 and 2009
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1,352 |
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2,711 |
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Total current liabilities
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1,552 |
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2,865 |
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Long-term debt:
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Notes payable
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1,226 |
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1,198 |
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Asset retirement obligation
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2,480 |
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2,450 |
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Other long-term liabilities
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288 |
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326 |
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Total liabilities
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5,546 |
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6,839 |
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Stockholders’ equity:
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Preferred stock, Series B
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1 |
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1 |
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Common stock, $.01 par value; authorized, 100,000,000
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shares; issued and outstanding, 1,946,939 shares
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at December 31, 2009 and 2008
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20 |
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20 |
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Additional paid-in capital
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58,838 |
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58,838 |
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Accumulated deficit
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(40,617 |
) |
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(40,577 |
) |
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18,242 |
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18,282 |
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Total liabilities & equity
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$ |
23,788 |
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$ |
25,121 |
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The accompanying notes are an integral part of these consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
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For the three months ended
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March 31,
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2010
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2009
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Revenue
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Oil and gas operations, net of royalties
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$ |
270 |
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$ |
394 |
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Real estate operations
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|
703 |
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674 |
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|
973 |
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1,068 |
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Operating expenses
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|
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Oil and gas operations
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|
356 |
|
|
|
386 |
|
Real estate operations
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|
325 |
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|
340 |
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Lease expense
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|
239 |
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239 |
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Corporate general and administrative
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199 |
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|
262 |
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Accretion of asset retirement obligation
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30 |
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|
— |
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|
1,149 |
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1,227 |
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|
|
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Operating earnings (loss)
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(176 |
) |
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|
(159 |
) |
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Other income (expense)
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Interest income
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139 |
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181 |
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Interest expense
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(31 |
) |
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(30 |
) |
Gain on sale of assets, net
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10 |
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— |
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Other income, net
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18 |
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|
31 |
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|
136 |
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|
|
182 |
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|
|
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Net income (loss) from continuing operations
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(40 |
) |
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23 |
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|
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Net income (loss) applicable to common shares
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$ |
(40 |
) |
|
$ |
23 |
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Net income (loss) per common share – basic
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and diluted
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$ |
(0.02 |
) |
|
$ |
0.01 |
|
|
|
|
|
|
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Weighted average common and equivalent shares
outstanding – basic
|
|
|
1,947 |
|
|
|
1947 |
|
The accompanying notes are an integral part of these consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
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|
For the three months ended March 31,
|
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2010
|
|
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2009
|
|
|
|
|
|
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Cash flows from operating activities
|
|
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|
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Net income
|
|
$ |
(40 |
) |
|
$ |
23 |
|
Adjustments to reconcile net income to net
cash provided by (used in) operating activities
|
|
|
|
|
|
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Depreciation and amortization
|
|
|
21 |
|
|
|
20 |
|
Depletion of minerals
|
|
|
65 |
|
|
|
65 |
|
Accretion of asset retirement obligation
|
|
|
30 |
|
|
|
— |
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
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Other current and non-current assets
|
|
|
(161 |
) |
|
|
(78 |
) |
Accounts payable and other liabilities
|
|
|
104 |
|
|
|
(14 |
) |
Net cash provided by (used) in operating activities
|
|
|
19 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
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Cash flows from investing activities
|
|
|
|
|
|
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|
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Purchase of property and equipment, net
|
|
|
(17 |
) |
|
|
(20 |
) |
Investment in oil and gas properties
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|
|
(44 |
) |
|
|
— |
|
Proceeds from land
|
|
|
10 |
|
|
|
— |
|
Net cash provided by (used in) investing activities
|
|
|
(51 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
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Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(32 |
) |
|
|
(4 |
) |
Cash and cash equivalents at beginning of year
|
|
|
155 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
123 |
|
|
$ |
186 |
|
The accompanying notes are an integral part of these consolidated financial statements.
NEW CONCEPT ENERGY, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the accounts of New Concept Energy, Inc. and its majority-owned subsidiaries (collectively, “NCE” or the “Company”). All significant intercompany transactions and accounts have been eliminated. Certain 2009 balances have been reclassified to conform to the 2010 presentation.
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’s Annual Report on Form 10-K for the fiscal year ending December 31, 2009. Operating results for the three month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2010.
NOTE B: NATURE OF OPERATIONS
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.
The Company also leases and operates a retirement community in King City Oregon, with a capacity of 114 residents.
NOTE C: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, 2009.
NOTE D: SHORT TERM NOTES RECEIVABLE – RELATED PARTY
On March 31, 2010, the Company had a loan receivable plus accrued interest of $9,785,000 from Prime Income Asset Management, Inc. (“PIAMI”) a related party. The loan bears interest at the prime rate plus two percent and is due within 30 days following a demand by the Company. If no demand is made the note will become due on January 31, 2013.
In July 2009, the Company entered into an agreement with Energy Advisors, LLC, a related party, to provide accounting and administrative services at $15,000 per month. As of March 31, 2010, Energy Advisors, LLC, owes the Company $135,000 for accounting and administrative services.
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 State District Court in Tarrant County, Texas.
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.
NOTE F: – OPERATING SEGMENTS
The following table reconciles the segment information to the corresponding amounts in the Consolidated Statements of Operations and total assets:
|
|
Oil and Gas
|
|
|
Retirement
|
|
|
|
|
|
|
|
Three months ended March 31, 2010
|
|
Operations
|
|
|
Facility
|
|
|
Corporate
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$ |
270 |
|
|
$ |
703 |
|
|
$ |
— |
|
|
$ |
973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
284 |
|
|
|
315 |
|
|
|
199 |
|
|
|
798 |
|
Depreciation and amortization
|
|
|
7 |
|
|
|
10 |
|
|
|
— |
|
|
|
17 |
|
Depletion
|
|
|
65 |
|
|
|
— |
|
|
|
— |
|
|
|
65 |
|
Lease expense
|
|
|
— |
|
|
|
211 |
|
|
|
28 |
|
|
|
239 |
|
Accretion of retirement obligation
|
|
|
30 |
|
|
|
— |
|
|
|
— |
|
|
|
30 |
|
Total operating expenses
|
|
|
386 |
|
|
|
536 |
|
|
|
227 |
|
|
|
1,149 |
|
Interest expense
|
|
|
(31 |
) |
|
|
— |
|
|
|
— |
|
|
|
(31 |
) |
Other income
|
|
|
— |
|
|
|
— |
|
|
|
28 |
|
|
|
28 |
|
Interest income
|
|
|
— |
|
|
|
— |
|
|
|
139 |
|
|
|
139 |
|
Segment operating income
|
|
|
(147 |
) |
|
|
167 |
|
|
|
(60 |
) |
|
|
(40 |
) |
Total assets:
|
|
$ |
13,127 |
|
|
$ |
293 |
|
|
$ |
10,318 |
|
|
$ |
23,738 |
|
|
|
Oil and Gas
|
|
|
Retirement
|
|
|
|
|
|
|
|
Three months ended March 31, 2009
|
|
Operations
|
|
|
Facility
|
|
|
Corporate
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
$ |
394 |
|
|
$ |
674 |
|
|
$ |
— |
|
|
$ |
1,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
316 |
|
|
|
331 |
|
|
|
262 |
|
|
|
909 |
|
Depreciation and amortization
|
|
|
5 |
|
|
|
9 |
|
|
|
— |
|
|
|
14 |
|
Depletion
|
|
|
65 |
|
|
|
— |
|
|
|
— |
|
|
|
65 |
|
Lease expense
|
|
|
— |
|
|
|
211 |
|
|
|
28 |
|
|
|
239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
386 |
|
|
|
551 |
|
|
|
290 |
|
|
|
1,227 |
|
Interest expense
|
|
|
(30 |
) |
|
|
— |
|
|
|
— |
|
|
|
(30 |
) |
Other income
|
|
|
— |
|
|
|
— |
|
|
|
31 |
|
|
|
31 |
|
Interest income
|
|
|
— |
|
|
|
— |
|
|
|
181 |
|
|
|
181 |
|
Segment operating income
|
|
|
(22 |
) |
|
|
123 |
|
|
|
(78 |
) |
|
|
23 |
|
Total assets:
|
|
$ |
15,323 |
|
|
$ |
423 |
|
|
$ |
9,375 |
|
|
$ |
25,121 |
|
NOTE G: – RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). This update provides amendments to Subtopic 820-10 and requires new disclosures for 1) significant transfers in and out of Level 1 and Level 2 and the reasons for such transfers and 2) activity in Level 3 fair value measurements to show separate information about purchases, sales, issuances and settlements. In addition, this update amends Subtopic 820-10 to clarify existing disclosures around the disaggregation level of fair value measurements and disclosures for the valuation techniques and inputs utilized (for Level 2 and Level 3 fair value measurements). The provisions in ASU 2010-06 are applicable to interim and annual reporting periods beginning subsequent to December 15, 2009, with the exception of Level 3 disclosures of purchases, sales, issuances and settlements, which will be required in reporting periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact the Company’s operating results, financial position or cash flows, but did impact the Company’s disclosures on fair value measurements. See Note 5, “Fair Value Measurements.”
In February 2010, FASB issued ASU No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09). This update amends Subtopic 855-10 and gives a definition to SEC filer, and requires SEC filers to assess for subsequent events through the issuance date of the financial statements. This amendment states that an SEC filer is not required to disclose the date through which subsequent events have been evaluated for a reporting period. ASU 2010-09 becomes effective upon issuance of the final update. The Company adopted the provisions of ASU 2010-09 for the period ended March 31, 2010.
In April 2010, the FASB issued ASU No. 2010-12, Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts (ASU 2010-12). This update clarifies questions surrounding the accounting implications of the different signing dates of the Health Care and Education Reconciliation Act (signed March 30, 2010) and the Patient Protection and Affordable Care Act (signed March 23, 2010). ASU 2010-12 states that the FASB and the Office of the Chief Accountant at the SEC would not be opposed to view the two Acts together for accounting purposes. The Company is currently assessing the impact, if any, the adoption of ASU 2010-12 will have on the Company’s disclosures, operating results, financial position and cash flows.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 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’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.
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 reserves (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. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depletion exceed the discounted future net revenues of proved oil and natural gas reserves net of deferred taxes, 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 all items classified as unevaluated property on a quarterly 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, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then 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.
Proved reserves, as defined by the Financial Accounting Standards Board and adopted by the Securities and Exchange Commission, are limited to reservoir areas that indicate economic productibility through actual production or conclusive formation tests, and generally cannot extend beyond the immediately adjoining undrilled portion. Although improved technology often can identify possible or probable reserves other than by drilling, under current SEC rules, these reserves cannot be estimated and disclosed.
Depreciation, depletion and amortization (“DD&A”) of producing properties are 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.
Doubtful Accounts
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 March 31, 2010, 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.
Liquidity and Capital Resources
At March 31, 2010, the Company had current assets of $10.8 million and current liabilities of $1.6 million.
Cash and cash equivalents at March 31, 2010 were $123,000 as compared to $155,000 at December 31, 2009.
Net cash provided by operating activities was $19,000 for the three months ended March 31, 2010. During the three-month period, the Company had a net loss of $60,000.
Net cash used in investing activities was $51,000 for the three months ended March 31, 2010, consisting of the purchase of equipment and other capitalized drilling costs at the Company’s oil and gas production facility.
Results of Operations
The Company reported a net loss of $40,000 for the three months ended March 31, 2010, as compared to net income of $23,000 for the comparable period of 2009.
For the three months ended March 31, 2010, the Company recorded oil and gas revenues of $270,000 as compared to $394,000 for the comparable period of 2009. The decrease in oil & gas revenue was due entirely to lower prices in 2010.
During the same periods in 2010, the Company recorded revenues of $703,000 for the three months ended March 31, 2010 from its retirement property compared to $674,000 for the comparable periods in 2009. The principal reason for the increase was addition fees collected in 2010.
For the three months ended March 31, 2010, the Company recorded oil and gas operating expenses of $356,000 as compared to $386,000 for the comparable period of 2009. The decrease was due to a decrease in payroll costs.
During the same periods in 2010, operating expenses and lease expense at the retirement property were $536,000 as compared to $551,000 for the comparable periods in 2009.
For the three months ended March 31, 2010, corporate general & administrative expenses were $199,000 as compared to $262,000 for the comparable periods in 2009. The decrease is primarily due to decreased payroll costs.
For the three months ended March 31, 2010, interest income was $139,000 as compared to $181,000 for the comparable periods in 2009. The decrease is primarily due to decreases in the prime lending rate and the decreased receivable on which interest is computed over the comparable periods.
The Company recorded interest expense for the three months ended March 31, 2010, of $31,000 as compared to $30,000 for the comparable periods in 2009.
Forward Looking Statements
“Safe 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’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’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’s current expectations regarding the relevant matter of subject area. These and other risks and uncertainties are detailed in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Inflation
The Company’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.
Environmental Matters
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 affect on the Company’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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Nearly 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 4T. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer per the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
(b) There have been no changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2010, which have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.
PART II: OTHER INFORMATION
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
None.
The following exhibits are filed herewith or incorporated by reference as indicated below.
Exhibit Designation
|
Exhibit Description
|
|
|
3.1
|
Articles 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)
|
|
|
3.2
|
Amendment 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)
|
|
|
3.3
|
Restated Articles of Incorporation of Greenbriar Corporation (incorporated by reference to Exhibit 3.1.1 to Registrant’s Form 10-K dated December 31, 1995)
|
|
|
3.4
|
Amendment 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)
|
|
|
3.5
|
Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992)
|
|
|
3.6
|
Amendment to Section 3.1 of Bylaws of Registrant adopted October 9, 2003 (incorporated by reference to Exhibit 3.2.1 to Registrant’s Form S-4 Registration Statement No. 333-55968 dated December 21, 1992)
|
|
|
3.7
|
Certificate 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)
|
|
|
3.8
|
Certificate 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)
|