GBR 10-K & 10-Q changes, risk factors and insider trading
New Concept Energy, Inc. · NYSE · Crude Petroleum & Natural Gas · CIK 105744 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Risks Related to the Company
An investment in our securities involves certain risks. An investor should carefully consider the following risk factors in conjunction with the other information in this report before trading our securities.
Our governing documents contain anti-takeover provisions that may make it more difficult for a third party to acquire control of us. Our Articles of Incorporation contain provisions designed to discourage attempts to acquire control of the Company by a merger, tender offer, proxy contest or removal of incumbent management without the approval of our Board of Directors. As a result, a transaction which otherwise might appear to be in your best interests as a stockholder could be delayed, deferred or prevented altogether, and you may be deprived of an opportunity to receive a premium for your shares over prevailing market rates. The provisions contained in our Articles of Incorporation include:
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Interest Income: Interest Income was $169,000see in full comparisonwasin 2025 and $213,000 in20242024.andThe$222,000reduction in2023.interest was due to lower interest rates
Revenues: Revenues from rent for the leased propertysee in full comparisonpropertywaswas$103,000 and $101,000 in20242025 and2023.2024. Revenues from managing the oil and gas operations for a third party was$44,000$52,000 and$51,000$45,000 inin 20242025 and2023.2024. The management agreement has the Company receiving a management fee of 10% of oil and gas revenue. Thedecreaseincrease in management fees is due toaandecreaseincrease in revenue due toaandeclineincrease in oil and gasprices.sales.
At Decembersee in full comparison31, 202431,2025 and2023,2024, the Company had current assets of$372,000$396,000 and$459,000$372,000 and current liabilities of$57,000$69,000 and$75,000,$57,000, respectively.
Cash and cash equivalents totaledsee in full comparison$363,000$383,000 at December31, 202431,2025 and$447,000$363,000 at December 31,2023.2024. New Concept’s principal sources of cash was rent from the tenant occupying part of its building in West Virginia, management fees and interest from its notes receivable.
Full comparison: every changed paragraph (4)
At December 31, 202431,2025 and 2023,2024, the Company had
current assets
of $372,000$396,000 and $459,000$372,000 and current liabilities of $57,000$69,000 and $75,000,$57,000, respectively.
Cash and cash equivalents totaled $363,000$383,000 at
December 31, 2024 31,2025
and $447,000$363,000 at December 31, 2023.2024. New Concept’s principal sources of cash was rent from the tenant
occupying part of its building
in West Virginia, management fees and interest from its notes receivable.
Revenues: Revenues from rent for the leased property
propertywas was$103,000 and $101,000 in 20242025 and 2023.2024. Revenues from managing the oil and gas operations for a third party was $44,000$52,000 and $51,000$45,000
in in
20242025 and 2023.2024. The management agreement has the Company receiving a management fee of 10% of oil and gas revenue. The decreaseincrease in management
fees is due to aan decreaseincrease in revenue due to aan declineincrease in oil and gas prices.sales.
Interest Income: Interest Income was $169,000
wasin 2025 and $213,000 in 20242024. andThe $222,000reduction in 2023.interest was due to lower interest rates
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the six months ended June 30, 2026 to the same period in 2025”
Largest changes
“Comparison of the six months ended June 30, 2026 to the same period in 2025”see in full comparison
“For the six months ended June 30, 2026 the Company had total revenue of $80,000 including $52,000 for rental income and $28,000 in management fees. For the six months ended June 30, 2025 the Company had total revenue of $78,000 including $52,000 for rental income and $26,000 in management fees.”see in full comparison
Atsee in full comparisonMarchJune31,30, 2026, the Company had current assets of$380,000$369,000 and current liabilities of$64,000.$116,000Atas compared to $396,000 and $69,000, respectively at December 31,2025, the Company had current assets of $396,000 and current liabilities of $69,000.2025.
“The Company reported a Net Income (loss) applicable to common shares on the Statement of Operations of ($80,000) for the six months ended June 30, 2026, as compared to a net loss of $38,000 for the similar period in 2025.”see in full comparison
For the three months endedsee in full comparisonMarchJune31,202630, 2026 the Company had total revenue ofof $39,000$41,000 including $26,000 for rental income and$13,000$15,000 in management fees. For the three months endedMarchJune31,30, 2025 the Company had total revenue of$38,000$40,000 including $26,000 for rental income and$12,000$14,000 in management fees.
The Company reported asee in full comparisonnetNet Income (loss)fromapplicablecontinuingtooperationscommon shares on the Statement of Operations of ($14,000$66,000) for the three months endedMarchJune31,30, 2026, as compared to a net loss of ($20,000$18,000) for the similar period in 2025.
Full comparison: every changed paragraph (15)
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 MarchJune 31,30, 2026, 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 MarchJune 31,30, 2026, the Company had current assets of $380,000$369,000 and current
liabilities of $64,000.$116,000 Atas compared to $396,000 and $69,000, respectively at December 31, 2025, the Company had current assets of $396,000 and current liabilities of $69,000.2025.
Cash and cash equivalents at MarchJune 31,202630, 2026, were $318,000$304,000 as compared
to $383,000 at December 31, 2025.
Comparison of the three months ended MarchJune 31,202630, 2026 to the same
period in 2025
The Company reported a netNet Income (loss) fromapplicable continuingto operationscommon shares
on the Statement of Operations of ($14,000$66,000)
for the three months ended MarchJune 31,30, 2026, as compared to a net loss of ($20,000$18,000) for the similar
period in 2025.
For the three months ended MarchJune 31,202630, 2026 the Company had total revenue
of of
$39,000$41,000 including $26,000 for rental income and $13,000$15,000 in management fees. For the three months ended MarchJune 31,30, 2025 the Company had
total revenue of $38,000$40,000 including $26,000 for rental income and $12,000$14,000 in management fees.
For the three months ended MarchJune 31,30, 2026, corporate general and administrative
expenses were $77,000$129,000 as compared to $89,000$85,000 for the comparable period in 2025.
For the three months ended June 30, 2026, interest income was $35,000 as compared to $42,000 for the comparable period in 2025.
Comparison of the six months ended June 30, 2026 to the same period in 2025
The Company reported a Net Income (loss) applicable to common shares on the Statement of Operations of ($80,000) for the six months ended June 30, 2026, as compared to a net loss of $38,000 for the similar period in 2025.
For the six months ended June 30, 2026 the Company had total revenue of $80,000 including $52,000 for rental income and $28,000 in management fees. For the six months ended June 30, 2025 the Company had total revenue of $78,000 including $52,000 for rental income and $26,000 in management fees.
For the six months ended June 30, 2065, corporate general & administrative expenses were $206,000 as compared to $174,000 for the comparable period in 2025.
For the six months ended June 30, 2026, interest income was $72,000 as compared to $85,000 for the comparable period in 2024.
“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, operationsoperations, and prospects. The discussion of such matters and subject areas is qualified by the inherent
inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from the Company’s actual future
future experience involving any one or more of such matters and subject areas relating to interest rate fluctuations, the ability to obtain adequate
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. Thecommunity.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
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.
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’s business, assetsassets, 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, statestate, and local
laws, ordinancesordinances, and regulations regarding hazardous or toxic substances or petroleum products. The Company has not been notified by
any any
governmental authority and is not otherwise aware of any material non-compliance, liability or claim relating to hazardous or toxic
substances substances
or petroleum products in connection with any of its communities.
GBR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 2,000,000 shares, about $2.0M) and open-market sales in 0 filings. Net open-market shares: 2,000,000 (purchases minus sales); net value about $2.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-29 | Realty Advisors Inc |
Open-market purchase | 2,000,000 | $1.00 | $2.0M |
Well-known investors holding GBR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 24,011 | $16.6K | 0.0% | New position |