10-Q 1 altex.htm ALTEX INDUSTRIES, INC. 10Q 2016-06-30


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 quarterly period ended June 30, 2016

[   ] 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 1-9030


ALTEX INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
84-0989164
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

 
PO Box 1057  Breckenridge CO  80424-1057
(Address of principal executive offices) (Zip Code)
 
(303) 265-9312
(Registrant's telephone number, including area code)

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 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 [ X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [ 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 ]

Number of shares outstanding of issuer's Common Stock as of August 12, 2016: 12,903,232

 
PART I - FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
 
ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Balance Sheets
 
   
   
June 30
   
September 30
 
   
2016
   
2015
 
   
(Unaudited)
   
(Audited)
 
Assets
       
Current assets
       
    Cash and cash equivalents
 
$
2,512,000
   
$
2,605,000
 
    Accounts receivable
   
1,000
     
7,000
 
    Other
   
21,000
     
16,000
 
Total current assets
   
2,534,000
     
2,628,000
 
                 
Property and equipment, at cost
               
    Proved oil and gas properties (successful efforts method)
   
334,000
     
334,000
 
    Other
   
17,000
     
17,000
 
Total property and equipment, at cost
   
351,000
     
351,000
 
    Less accumulated depreciation, depletion, and amortization
   
(218,000
)
   
(202,000
)
Net property and equipment
   
133,000
     
149,000
 
                 
Other assets
   
1,000
     
1,000
 
                 
Total assets
   
2,668,000
     
2,778,000
 
                 
Liabilities and Stockholders' Equity
               
Current liabilities
               
    Accounts payable
   
15,000
     
18,000
 
    Other accrued expenses
   
1,022,000
     
844,000
 
Total current liabilities
   
1,037,000
     
862,000
 
                 
Commitments and Contingencies
   
-
     
-
 
                 
Stockholders' equity
               
    Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued
   
-
     
-
 
    Common stock, $.01 par value. Authorized 50,000,000 shares; issued, 12,923,232; outstanding 12,903,232
   
129,000
     
129,000
 
    Additional paid-in capital
   
13,851,000
     
13,851,000
 
    Accumulated deficit
   
(12,347,000
)
   
(12,064,000
)
    Treasury stock, at cost, 20,000 shares
   
(2,000
)
   
-
 
Total stockholders' equity
   
1,631,000
     
1,916,000
 
                 
Total liabilities and stockholders' equity
 
$
2,668,000
   
$
2,778,000
 
 
See notes to condensed consolidated financial statements
2

ALTEX INDUSTRIES, INC. AND SUBSIDIARIES        
Condensed Consolidated Statements of Operations       
(Unaudited)        
                 
   
Three Months Ended
   
Nine Months Ended
 
   
June 30  
   
June 30  
 
   
2016
   
2015
   
2016
   
2015
 
Revenue
               
    Oil and gas sales
 
$
3,000
   
$
4,000
   
$
17,000
   
$
32,000
 
    Other income
   
-
     
18,000
     
-
     
21,000
 
Total revenue
   
3,000
     
22,000
     
17,000
     
53,000
 
                                 
Costs and expenses
                               
    Lease operating
   
-
     
-
     
-
     
2,000
 
    Production taxes
   
-
     
-
     
1,000
     
3,000
 
    General and administrative
   
102,000
     
97,000
     
296,000
     
291,000
 
    Depreciation, depletion, and amortization
   
5,000
     
5,000
     
16,000
     
14,000
 
Total costs and expenses
   
107,000
     
102,000
     
313,000
     
310,000
 
                                 
Other income (expense)
                               
    Interest income
   
4,000
     
4,000
     
13,000
     
13,000
 
                                 
Net loss
 
$
(100,000
)
 
$
(76,000
)
 
$
(283,000
)
 
$
(244,000
)
                                 
Loss per share
 
$
(0.01
)
 
$
(0.01
)
 
$
(0.02
)
 
$
(0.02
)
                                 
Weighted average shares outstanding
   
12,923,012
     
12,968,921
     
12,923,159
     
12,972,391
 
 
See notes to condensed consolidated financial statements
3

ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Cash Flows
 
(Unaudited)
 
   
   
Nine months ended
 
   
June 30
 
   
2016
   
2015
 
Cash flows used in operating activities
       
    Net loss
 
$
(283,000
)
 
$
(244,000
)
    Adjustments to reconcile net loss to net cash used in operating activities
               
        Depreciation, depletion, and amortization
   
16,000
     
14,000
 
        Decrease in accounts receivable
   
6,000
     
4,000
 
        Increase in other current assets
   
(5,000
)
   
(5,000
)
        Increase (decrease) in accounts payable
   
(3,000
)
   
2,000
 
        Increase in other accrued expenses
   
178,000
     
170,000
 
Net cash used in operating activities
   
(91,000
)
   
(59,000
)
                 
Cash flows from financing activities
               
    Acquisition of treasury stock
   
(2,000
)
   
(1,000
)
Net cash used in financing activities
   
(2,000
)
   
(1,000
)
                 
Net decrease in cash and cash equivalents
   
(93,000
)
   
(60,000
)
Cash and cash equivalents at beginning of period
   
2,605,000
     
2,699,000
 
Cash and cash equivalents at end of period
 
$
2,512,000
   
$
2,639,000
 

See notes to condensed consolidated financial statements
4

ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 ‑ Basis of Presentation. The accompanying Condensed Consolidated Balance Sheet as of September 30, 2015, which was derived from audited financial statements, and the unaudited interim condensed consolidated financial statements of the Company. have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the accompanying unaudited, consolidated, condensed financial statements contain all adjustments necessary to present fairly the financial position of the Company as of June 30, 2016, and the cash flows and results of operations for the three and nine months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three and nine months ended June 30 are not necessarily indicative of the results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements contained in the Company's 2015 Annual Report on Form 10‑K, and it is suggested that these condensed consolidated financial statements be read in conjunction therewith.

"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements that are not historical facts contained in this Form 10‑Q are forward‑looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Factors that could cause actual results to differ materially include, among others: general economic conditions; movements in interest rates; the market price of oil and natural gas; the risks associated with exploration and production in the Rocky Mountain region; the Company's ability, or the ability of its operating subsidiary, Altex Oil Corporation ("AOC"), to find, acquire, market, develop, and produce new properties; operating hazards attendant to the oil and natural gas business; uncertainties in the estimation of proved reserves and in the projection of future rates of production and timing of development expenditures; the strength and financial resources of the Company's competitors; the Company's ability and AOC's ability to find and retain skilled personnel; climatic conditions; availability and cost of material and equipment; delays in anticipated start‑up dates; environmental risks; the results of financing efforts; and other uncertainties detailed elsewhere herein and in the Company's filings with the Securities and Exchange Commission.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.

Financial Condition

Cash balances decreased $93,000 in the nine months ended June 30, 2016. At June 30, 2016, $1,016,000 of other accrued expenses is accrued but unpaid salary (and related accrued payroll tax liability) due the Company's president pursuant to his employment agreement that the Company's president has elected to defer. The Company is likely to experience negative cash flow from operations unless and until the Company invests in interests in producing oil and gas wells or in another venture that produces cash flow from operations. With the exception of capital expenditures related to production acquisitions or drilling or recompletion activities or an investment in another venture that produces cash flow from operations, none of which are currently planned, the cash flows that could result from such acquisitions, activities, or investments, the possibility of a change in the interest rates the Company realizes on cash balances, and changes in the price of oil and natural gas, the Company knows of no other trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. However, during the nine months ended June 30, 2016, the Company expended approximately $3,000 to develop and test market a new venture, which has produced no revenue and the success of which cannot be assured.

Except for cash generated by the operation of the Company's producing oil and gas properties, asset sales, and interest income, the Company has no internal or external sources of liquidity other than its working capital. At August 12, 2016, the Company had no material commitments for capital expenditures.

The Company regularly assesses its exposure to environmental liability and reclamation, restoration, and dismantlement expense ("RR&D"). The Company does not believe that it currently has any material exposure to environmental liability or to RR&D, net of salvage value, although this cannot be assured.
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Results of Operations

Oil and gas sales for the three months ended June 30 declined from $4,000 in 2015 to $3,000 in 2016, and oil and gas sales for the nine months ended June 30 declined from $32,000 in 2015 to $17,000 in 2016, principally because of the significant decline in world oil prices. During the three months ended June 30, 2015, the Company recognized other income of $18,000 in connection with a lease termination payment made by the Company's former landlord to the Company as an inducement to terminate its lease. At the current level of cash balances and at current interest rates, the Company's revenue is unlikely to exceed its expenses. Unless and until the Company invests a substantial portion of its cash balances in interests in producing oil and gas wells or in one or more other ventures that produce revenue and net income, the Company is likely to experience net losses. With the exception of unanticipated RR&D, unanticipated environmental expense, and possible changes in interest rates and oil and gas prices, the Company is not aware of any other known trends or uncertainties that have had or that the Company reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. However, during the nine months ended June 30, 2016, the Company expended approximately $3,000 to develop and test market a new venture, which has produced no revenue and the success of which cannot be assured.

Liquidity and Capital Resources

Operating Activities. The Company used $91,000 and $59,000 cash in operating activities in the nine months ended June 30, 2016 and 2015, respectively.

Financing Activities. The Company acquired 20,000 shares of its common stock during the nine months ended June 30, 2016, for $2,000 and 6,400 shares of its common stock during the nine months ended June 30, 2015, for $1,000.

Item 4. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management's control objectives.

As of the end of the period covered by the 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, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a‑14. Based upon the foregoing, 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 subsidiary) required to be included in the Company's Exchange Act reports. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Changes in Internal Control Over Financial Reporting
During the period covered by this Report there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
6

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period
 
(a)
Total number
of shares
 (or units)
 purchased
   
(b)
Average
price paid
 per share
 (or unit)
   
(c)
Total number
 of shares
 (or units)
purchased as
part of
 publicly
announced
 plans or
 programs
   
(d)
Maximum
number (or approximate
 dollar value)
of shares
(or units) that
 may yet be
purchased
 under the
plans or
 programs
 
April 1, 2016 through April 30, 2016
   
--
     
--
     
--
     
--
 
May 1, 2016 through May 31, 2016
   
--
     
--
     
--
     
--
 
June 1, 2016 through June 30, 2016
   
20,000
   
$
0.08
     
--
     
--
 
Total
   
20,000
   
$
0.08
     
--
     
--
 

The Company has no publicly announced plan or program for the purchase of shares.

Item 6. Exhibits

31.
Rule 13a-14(a)/15d-14(a) Certifications
32.*
Section 1350 Certifications
101.xml*
XBRL Instance Document
101.xsd*
XBRL Taxonomy Extension Schema Document
101.cal*
XBRL Taxonomy Extension Calculation Linkbase Document
101.def*
XBRL Taxonomy Extension Definition Linkbase Document
101.lab*
XBRL Taxonomy Extension Label Linkbase Document
101.pre*
XBRL Taxonomy Extension Presentation Linkbase Document
___________________________
* Furnished. Not Filed. Not incorporated by reference. Not subject to liability.

7

SIGNATURES

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

ALTEX INDUSTRIES, INC.

Date: August 12, 2016
By: /s/ STEVEN H. CARDIN
 
Steven H. Cardin
 
Chief Executive Officer and
Principal Financial Officer
 

 
8