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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarterly period ended March 31, 2024

 

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

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

700 Colorado Blvd #273 Denver CO 80206

(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 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 such files). Yes x No ¨

 

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

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company

 

Emerging growth company


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 May 3, 2024: 11,348,021


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ALTEX INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

March 31

 

September 30

 

2024

 

2023

Assets

 

 

 

 

Current assets

 

 

 

 

Cash and cash equivalents

 

$2,194,000  

 

$2,232,000  

Accounts receivable

 

3,000  

 

4,000  

Other

 

10,000  

 

22,000  

Total current assets

 

2,207,000  

 

2,258,000  

 

 

 

 

 

Property and equipment, at cost

 

 

 

 

Proved oil and gas properties (successful efforts method)

 

326,000  

 

326,000  

Less accumulated depreciation, depletion, and amortization

 

(299,000) 

 

(297,000) 

Net property and equipment

 

27,000  

 

29,000  

 

 

 

 

 

Right-of-Use Asset

 

34,000  

 

47,000  

 

 

 

 

 

Total assets

 

2,268,000  

 

$2,334,000  

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$1,000  

 

$4,000  

Operating lease liability

 

28,000  

 

27,000  

Accrued expenses, related party

 

1,140,000  

 

1,140,000  

Other accrued expenses

 

7,000  

 

11,000  

Total current liabilities

 

1,176,000  

 

1,182,000  

 

 

 

 

 

Long-term operating lease liability

 

6,000  

 

20,000  

 

 

 

 

 

Total Liabilities

 

1,182,000  

 

1,202,000  

 

 

 

 

 

Commitments and Contingencies

 

-  

 

-  

 

 

 

 

 

Stockholders’ equity

 

 

 

 

Preferred stock, $0.01 par value. Authorized 5,000,000 shares, none issued

 

-  

 

-  

Common stock, $0.01 par value. Authorized 50,000,000 shares; issued and
outstanding, 11,348,021

 

114,000  

 

114,000  

Additional paid-in capital

 

13,715,000  

 

13,715,000  

Accumulated deficit

 

(12,743,000) 

 

(12,697,000) 

Total stockholders' equity

 

1,086,000  

 

1,132,000  

 

 

 

 

 

Total liabilities and stockholders' equity

  

$2,268,000  

 

$2,334,000  

 

See notes to unaudited condensed consolidated financial statements



 

ALTEX INDUSTRIES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended
March 31

 

 

Six Months Ended
March 31

 

2024

 

2023

 

 

2024

 

2023

Revenue

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$6,000  

 

$7,000  

 

 

$12,000  

 

$20,000  

Total revenue

 

6,000  

 

7,000  

 

 

12,000  

 

20,000  

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

 

 

 

 

 

 

 

Production taxes

 

-  

 

-  

 

 

1,000  

 

1,000  

General and administrative

 

64,000  

 

52,000  

 

 

114,000  

 

165,000  

Depreciation, depletion, and amortization

 

1,000  

 

1,000  

 

 

2,000  

 

3,000  

Total operating expense

 

65,000  

 

53,000  

 

 

117,000  

 

169,000  

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

Interest income

 

29,000  

 

25,000  

 

 

59,000  

 

44,000  

Other income

 

-  

 

-  

 

 

-  

 

8,000  

Total other income

 

29,000  

 

25,000  

 

 

59,000  

 

52,000  

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$(30,000) 

 

$(21,000) 

 

 

$(46,000) 

 

$(97,000) 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per share

 

$(0.00) 

 

$(0.00) 

 

 

$(0.00) 

 

$(0.01) 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average shares outstanding

  

11,348,021  

 

11,517,426  

 

 

11,348,021  

 

11,585,280  

 

See notes to unaudited condensed consolidated financial statements



 

ALTEX INDUSTRIES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six months ended
March 31

 

2024

 

2023

Cash flows used in operating activities

 

 

 

 

Net earnings (loss)

 

$(46,000) 

 

$(97,000) 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

Depreciation, depletion, and amortization

 

2,000  

 

3,000  

Changes in assets and liabilities

 

 

 

 

(Increase) decrease in accounts receivable

 

1,000  

 

(4,000) 

Decrease in other current assets

 

12,000  

 

17,000  

Decrease in accounts payable

 

(3,000) 

 

(3,000) 

Increase in accrued expenses related party

 

-  

 

68,000  

Decrease in other accrued expenses

 

(4,000) 

 

(6,000) 

Operating lease

 

-  

 

(1,000) 

Net cash used in operating activities

 

(38,000) 

 

(23,000) 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Net cash provided by investing activities

 

-  

 

-  

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Acquisition of treasury stock

 

-  

 

(45,000) 

Net cash used in financing activities

 

-  

 

(45,000) 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(38,000) 

 

(68,000) 

Cash and cash equivalents at beginning of period

 

2,232,000  

 

2,358,000  

Cash and cash equivalents at end of period

  

$2,194,000  

 

$2,290,000  

 

See notes to unaudited condensed consolidated financial statements



ALTEX INDUSTRIES, INC.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

 

For the six months ended March 31, 2024

Common Stock

Additional paid-

Accumulated

Total stockholders'

Shares

Amount

in capital

deficit

Equity

Balance at September 30, 2023

11,348,021 

$114,000 

$13,715,000 

$(12,697,000) 

$1,132,000  

Net loss

 

 

 

(46,000) 

(46,000) 

Balance at March 31, 2024

11,348,021 

$114,000 

$13,715,000 

$(12,743,000) 

$1,086,000  

 

For the three months ended March 31, 2024

Common Stock

Additional paid-

Accumulated

Total stockholders'

Shares

Amount

in capital

deficit

equity

Balance at December 31, 2023

11,348,021 

$114,000 

$13,715,000 

$(12,713,000) 

$1,116,000  

Net loss

 

 

 

(30,000) 

(30,000) 

Balance at March 31, 2024

11,348,021 

$114,000 

$13,715,000 

$(12,743,000) 

$1,086,000  

 

See notes to unaudited condensed consolidated financial statements



ALTEX INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Note 1 - Basis of Presentation. The accompanying unaudited, consolidated, condensed financial statements 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 March 31, 2024, and the cash flows and results of operations for the three and six months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three and six months ended March 31 are not necessarily indicative of the results for the full year. As of March 31, 2024, there were no potentially dilutive shares for the Company. 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 2023 Annual Report on Form 10-K, and it is suggested that these condensed, consolidated financial statements be read in conjunction therewith.

 

Note 2 – Effective April 1, 2024, the Company sold certain oil, gas, and mineral interests in Utah for $525,000 cash. As the Company had a zero-dollar basis in the interests sold, the $525,000 will be recorded as a gain on sale of assets

 

“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 of oil and gas; 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

 

Effective April 1, 2024, the Company sold certain oil, gas, and mineral interests in Utah for $525,000 cash. The Company used $38,000 cash in operating activities in the six months ended March 31, 2024, and used $23,000 cash in operating activities in the six months ended March 31, 2023. On October 26, 2022, the Company acquired 493,975 shares of its common stock for $44,556.55, and on November 9, 2022, the Company retired the 493,975 shares. At March 31, 2024 and 2023, $1,140,000 of accrued expenses is accrued but unpaid salary and bonus, and related accrued payroll tax liability, due to the Company’s president that the Company’s president has elected to defer. The Company’s president may cause the Company to pay the unpaid salary and bonus and payroll tax liability at any time.

 

The Company is likely to experience negative cash flow from operations unless the Company invests in interests in



producing oil and gas wells or in another venture that produces sufficient 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, and the possibility of a material change in the current level of interest rates or of oil and gas prices, the Company knows of no trends or 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. 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 May 3, 2024, the Company had no material commitments for capital expenditures.

 

Results of Operations

 

General and administrative expense increased from $52,000 in the three months ended March 31, 2023, to $64,000 in the three months ended March 31, 2024, principally because of increased director fees, insurance expense, accrued audit expense, and professional fees. General and administrative expense decreased from $165,000 in the six months ended March 31, 2023, to $114,000 in the six months ended March 31, 2024, principally because, during the quarter ended December 31, 2022, the Company recognized bonus expense and related payroll tax liability of $68,000 pursuant to the president’s employment agreement. Interest income increased from $25,000 in the three months ended March 31, 2023, to $29,000 in the three months ended March 31, 2024, and from $44,000 in the six months ended March 31, 2023, to $59,000 in the six months ended March 31, 2024, because of higher realized interest rates.

 

At the current levels of net oil and gas production, cash balances, interest rates, and oil and gas prices, the Company’s revenue is unlikely to exceed its expenses. Unless 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 asset retirement obligations, unanticipated environmental expense, and possible changes in interest rates and oil and gas prices, the Company is not aware of any other trends, events, or uncertainties that have had or that are reasonably expected to have a material impact on net sales or revenues or income from continuing operations.

 

Climate Change

 

The company does not believe that climate change or regulations adopted to mitigate the consequences of climate change will have a material impact on the Company’s financial condition or results of operations.

 

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) re



quired 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.

 

PART II - OTHER INFORMATION

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.

 

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: May 3, 2024

By: /s/ STEVEN H. CARDIN

 

Steven H. Cardin

 

Chief Executive Officer and

Principal Financial Officer