UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, DC 20549
FORM
Form 10-K
[X]
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2009
2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to.
_____ 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.)
PO Box 1057 Breckenridge CO 80424
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
| 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.) |
| PO Box 1057 Breckenridge CO 80424 |
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code (303) 265-9312
--------------
Securities registered underpursuant to Section 12(b) of the Exchange Act: None
Securities registered underpursuant to Section 12(g) of the Exchange Act: common stock,Common Stock, par value $0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 (Sec.(§ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec.229.405(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 Act). Yes [X] No [ ]
Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of March 31, 2009: $1,430,000
2011: $894,000
Number of shares outstanding of registrant's common stock as of December
17,
2009:13,885,734
1
"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES
PRIVATE SECURITIES LITIGATION REFORM ACT OF19, 2011:13,619,606
“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-K 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; the Company'sCompany’s ability, or the ability of its operating subsidiary, Altex Oil Corporation ("AOC"(“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'sCompany’s competitors; the Company'sCompany’s ability and AOC'sAOC’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.
PART I
ITEM
Item 1. BUSINESS.
Business.
Altex Industries, Inc. (or the "Registrant" or the "Company," each of which terms, when used herein, refer to Altex Industries, Inc. and/or its subsidiary) is a holding company with one full-time employee and one part-time employee that was incorporated in Delaware in 1985. Through its operating subsidiary, AOC, the Company currently owns interests, including working interests, in productive onshore oil and gas properties, has bought and sold producing oil and gas properties, and, to a lesser extent, has participated in the drilling of exploratory and development wells, and in recompletions of existing wells. Effective October 1, 2009, the Company purchased a 4.4% override in the Glo Field in Campbell County, Wyoming for $290,000, including expenses related to obtaining clear title.
All of AOC'sAOC’s interests are in properties operated by others. An interest owner in a property not operated by that interest owner must rely on information regarding the property provided by the operator, even though there can be no assurance that such information is complete, accurate, or current. In addition, an owner of a working interest in a property is potentially responsible for 100% of all liabilities associated with that property, regardless of the size of the working interest actually owned.
The operators of producing properties in which AOC has an interest sell produced oil and gas to refiners, pipeline operators, and processing plants. If a refinery, pipeline, or processing plant that purchases such production were taken out of service, the operator could be forced to halt the production that is purchased by such refinery, pipeline, or plant.
Although many entities produce oil and gas, competitive factors play a material role in AOC's production operations only to the extent that such factors affect demand for and prices of oil and gas and demand for, supply of, and prices of oilfield services. The sale of oil and gas is regulated by Federal, state, and local agencies, and AOC is also subject to Federal, state, and local laws and regulations relating to the environment. These laws and regulations generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. AOC regularly assesses its exposure to environmental liability and to reclamation, restoration, and dismantlement expense ("(“RR&D"&D”), which activities are covered by Federal, state, and local regulation. AOC 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. (See Management's Discussion and Analysis below.)
ITEM
Item 1A. RISK FACTORS.
Risk Factors.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEMUnresolved Staff Comments.
Not applicable.
Item 2. PROPERTIES.
WELLS AND ACREAGE:Properties.
The Company’s estimated reserves at September 30, 2011, are 11,400 barrels of proved, developed oil reserves associated with the Company’s 4.4% override in the Glo Field in Campbell County, Wyoming. The reserve estimate is prepared by the Company’s registered profession petroleum engineer; management supplies the engineer with ownership and revenue data and reviews the reserve estimate for reasonableness. The Company has not reported to, or filed with, any other Federal authority or agency any estimates of total, proved net oil or gas reserves since the beginning of the last fiscal year. At December
17, 2009,19, 2011, the Company owned working interests in 2 gross (0.22 net) productive oil wells (which produce associated natural gas), no wells producing only natural gas, and 203 gross (13 net) developed acres. At December 19, 2011, the Company did not own a working interest in any undeveloped acreage, and, to the best knowledge of the Company, none of the wells in which the Company owns an interest is a multiple completion. However, certain wells in which the Company owns an interest do produce from multiple zones.
At December 17, 2009, the SHCSteven CardinFrom AII
- - Audit - 2006 - Calculation of Gross and Net Acres - 061109.xls in Aud06Company
owned working interests in 2 gross (0.22 net) productive oil wells (which
produce associated natural SHCSteven CardinFrom AII - Audit - 2006 - Calculation
of Gross and Net Acres - 061109.xls in Aud06gas), no wells producing only
natural gas, and 203 gross (13 net) developed acres. All of the Company's
production is located in Utah and Wyoming. The Company has not reported to, or
filed with, any other Federal authority or agency any estimates of total, proved
net oil or gas reserves since the beginning of the last fiscal year. For
additional information, see Note 7 of Notes to Consolidated Financial Statements
below.
Production
Net Production Average Price Average Production
------------------------------- ------------------------ Cost Per
Fiscal Year Oil (Bbls) Gas (Mcf) Oil (Bbls) Gas (Mcf) Equivalent Barrel ("BOE")
- ----------- --------------- -------------- ------------- ---------- ---------------------------
2009 * 2,000 NA $ 3.47 $ 3.01
- ----------- --------------- -------------- ------------- ---------- --------------------------
2008 * 2,000 NA 6.33 21.01
- ----------- --------------- -------------- ------------- ---------- --------------------------
2007 * 3,000 NA 7.00 6.00
- ---------------------------------------------------------------------------------------------------
*Less than 1,000 barrels.
DRILLING ACTIVITY: The Company did not participate in the drilling of any wells during the year ended September 30,
2007 ("FY07"2009 (“FY09"), the year ended September 30,
2008 ("FY08"2010 (“FY10"), or the year ended September 30,
2009 ("FY09"2011 (“FY11").
ITEMAt December 19, 2011, the Company was not engaged in any oil and gas operations of material importance. All of the Company’s production is located in Utah and Wyoming. For additional information, see Note 7 of Notes to Consolidated Financial Statements below.
Production
| | Net Production | Average Price | Average Production Cost Per Equivalent Barrel ("BOE") |
| Fiscal Year | Oil (Bbls) | Gas (Mcf) | Oil (Bbls) | Gas (Mcf) |
| 2011 | 2,000 | 2,000 | $73.88 | $4.35 | $2.70 |
| 2010 | 2,000 | 2,000 | 63.17 | 4.97 | 1.68 |
| 2009 | * | 2,000 | NA | 3.47 | 3.01 |
*Less than 1,000 barrels.
Item 3. LEGAL PROCEEDINGS.
Legal Proceedings.
None.
ITEM
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
(Removed and Reserved).
PART II
ITEM
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's common stock is quotedtraded on the OTC Bulletin BoardOTCQB market under the symbol "ALTX". Inter-dealerThe high and low prices provided byfor the OTC Bulletin Board, which do not
include retail mark-up, mark-down, or commission, and may not represent actual
transactions,Company’s common stock for each quarter in the last two fiscal years are listed in the table below.
3
FY09 FY08
------------------- -------------------
Quarter High Bid Low Bid High Bid Low Bid
- ------- --------- -------- --------- --------
1 $ 0.18 $ 0.11 $ 0.23 $ 0.21
- ------- --------- -------- --------- --------
2 0.12 0.07 0.23 0.19
- ------- --------- -------- --------- --------
3 0.13 0.07 0.22 0.16
- ------- --------- -------- --------- --------
4 0.15 0.08 0.20 0.17
- ------- --------- -------- --------- --------
| | FY11 | FY10 |
| Quarter | High Price | Low Price | High Price | Low Price |
| 1 | $0.16 | $0.13 | $0.21 | $0.12 |
| 2 | 0.17 | 0.13 | 0.14 | 0.10 |
| 3 | 0.18 | 0.13 | 0.24 | 0.11 |
| 4 | 0.14 | 0.13 | 0.17 | 0.10 |
At December 17, 2009,19, 2011, there were approximately 4,0003,900 holders of record of the Company's common stock, excluding entities whose stock is held by clearing agencies. The Company has not paid a dividend during the last two fiscal years. ITEMThe Company has no publicly announced plan or program for the purchase of shares. The Company has no compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.
Item 6. SELECTED FINANCIAL DATA.
Selected Financial Data.
Not applicable.
ITEM 7 . MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition
Cash balances decreased $327,000$743,000 during FY09FY11 because the Company used $316,000$243,000 cash in operating activities and acquired 68,167 sharesmade a deposit of its common stock for
$11,000$500,000 in cash. At September 30, 2009,connection with a proposed investment, which deposit was returned subsequent to fiscal year end when the Company reduced proved oil and gas
properties and related accumulated depreciation, depletion, amortization, and
valuation allowance by $23,000was unable to reflect final abandonmentnegotiate acceptable definitive agreements. Other accrued expenses increased $71,000 because the Company’s president deferred receipt of wells$70,000 in which
the Company had owned small over-riding royalty interests. Also at September 30,
2009, the Company removed $21,000 from other property and equipment and related
accumulated depreciation, depletion, amortization, and valuation allowancesalary payable pursuant to reflect the abandonment of obsolete office equipment.
his contract.
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 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 decline frommaterial 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 December 17, 2009,19, 2011, the Company had no material commitments for capital expenditures.
During FY08 the Bureau of Land Management, the State of Wyoming, and the surface
owner of the area that had contained AOC's East Tisdale Field in Johnson County,
Wyoming (the "Field"), agreed that AOC had completed restoration and reclamation
of the area that had contained the Field. The Bureau of Land Management and the
State of Wyoming have released AOC's bonds, and the surface owner has released
AOC from any further liability in connection with the Field or the area that had
contained the Field. The Company does not believe it will have any further
liability in connection with the Field, although this cannot be assured.
The Company regularly assesses its exposure to both environmental liability and 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.
LIQUIDITY
OPERATING ACTIVITIES.
Liquidity
Operating Activities. In FY08FY10 and FY09FY11 net cash used in operating activities was $225,000$308,000 and $316,000,$243,000, respectively.
4
INVESTING ACTIVITIES.
Investing Activities. In FY08 and FY09FY10 the Company expended $5,000$290,000 for the acquisition of an interest in a producing oil and nil on
information technology equipment, respectively.
FINANCING ACTIVITIES.gas property. In FY08FY11 the Company made a deposit of $500,000 in connection with a proposed investment, which deposit was returned subsequent to fiscal year end when the Company was unable to negotiate acceptable definitive agreements.
Financing Activities. In FY10 the Company expended $76,000$39,000 to acquire 333,623266,128 shares of its common stock, and in FY09 the Company expended $11,000 to acquire
68,167 sharesstock.
Results of its common stock.
RESULTS OF OPERATIONS
Operations
Oil and gas sales increased from $34,000$100,000 in FY08FY10 to $48,000$125,000 in FY09FY11 principally because of increased production.higher realized prices. Interest income decreased from $120,000$44,000 in FY08FY10 to $81,000$31,000 in FY09FY11 because of lower cash balances and lower realized interest rates. Lease operating
expense decreased from $13,000 in FY08 to $3,000 in FY09 because of lower repair
and maintenance expense. General and administrative expense increased from $418,000$441,000 in FY08FY10 to $437,000$461,000 in FY09FY11 principally because of higher payrollacquisition and contract laborsalary expense. Revenue was $154,000 and $129,000 in FY08 and FY09,
respectively, and expenses were $457,000 and $446,000 in FY08 and FY09,
respectively, resulting in a net loss of $303,000 and $317,000 in FY08 and FY09,
respectively.
At the current levels of net oil and gas production, cash balances, and interest rates, and oil and gas prices, the Company'sCompany’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 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.
ITEM
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
ITEM
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Financial Statements and Supplementary Data.
The consolidated financial statements follow the signature page.
ITEM
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company'sCompany’s Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC'sSEC’s rules and forms, and that such information is accumulated and communicated to the Company'sCompany’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'smanagement’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'sCompany’s management, including the
Company'sCompany’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the
Company'sCompany’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the
Company'sCompany’s Principal Executive Officer and Principal Financial Officer concluded that the
Company'sCompany’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'sCompany’s Exchange Act reports. There have been no significant changes in the
Company'sCompany’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
5
ITEM 9B. OTHER INFORMATION
Item 9b. Other Information
None.
PART III
ITEM
Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE.
Directors, Executive Officers, Promoters and Corporate Governance.
Mr. Steven H. Cardin, 59,61, an economist, formerly with The Conference Board and the consulting firm, National Economics Research Associates, has been Chairman and CEO of the Company for over five years, and a Director since 1984. Mr. Jeffrey S. Chernow, 58 ,60, a lawyer, formerly Director of Enforcement in the Division of Securities, State of Maryland, Office of the Attorney General, has been in private practice in Maryland for over five years, and a Director since 1989. Mr. Stephen F. Fante, 53,55, a CPA, was Chairman and CEO of IMS, which provided computerized accounting systems to the oil and gas industry and was a reseller of microcomputer products to the Fortune 1000, and was Chairman and CEO of Seca Graphics, Inc., which provided design and mapping services and software to the cable television and telecommunications industries. Mr. Fante has been a private investor for the last five years and currently owns and operates CB Paws, which retails high-end accessories for dogs and cats. Mr. Fante has been a Director since 1989.
The Board of Directors has a separately-designated standing Audit Committee which is comprised of Messrs. Fante and Chernow. The Board of Directors has determined that the Company has at least one Audit Committee Financial Expert serving on its Audit Committee: Mr. Fante is an Audit Committee Financial Expert, and he is independent, as that term is defined by NASDAQ.
Messrs. Chernow's, Cardin's, and Fante's terms as Directors continue until their successors are duly elected and qualified. The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
ITEM
Item 11. EXECUTIVE COMPENSATION.
Executive Compensation.
The following table sets forth the compensation earned by the Company's only executive officer during the last two fiscal years.
SUMMARY COMPENSATION TABLE
Name and Principal Position Year Salary($) Total($)
- --------------------------- ---- --------- --------
Steven H. Cardin, CEO 2009 269,378 269,378
- --------------------------- ---- --------- --------
Steven H. Cardin, CEO 2008 256,551 256,551
- --------------------------- ---- --------- --------
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Total ($) |
| Steven H. Cardin, CEO | 2011 | 296,989 | 296,989 |
| Steven H. Cardin, CEO | 2010 | 282,847 | 282,847 |
Effective October 1,
2006,2011, the Company renewed its Employment Agreement with Mr. Cardin. The Agreement has an initial term of five years and provides that Mr. Cardin is to receive an annual base salary of
$244,000,$200,000, escalating at no less than
5%3% per annum, and an annual bonus of no less than
10%20% of the Company's earnings before tax, payable, at Mr. Cardin's election, in either cash or common stock of the Company at then fair market value.
6
The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment by reason of his permanent disability, the Company shall (1) pay Mr. Cardin a total sum, payable in 24 equal monthly installments, equal to 50% of the base salary to which he would have been entitled had he performed his duties for the Company for a period of two years after his termination, less the amount of any disability insurance benefits he receives under policies maintained by the Company for his benefit, and (2) continue to provide Mr. Cardin with all fringe benefits provided to him at the time of his permanent disability for a period of two years following such permanent disability.
The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment in breach of the agreement, or in the event that Mr. Cardin terminates his employment because his circumstances of employment shall have changed subsequent to a change in control, then the Company shall pay Mr. Cardin a lump sum payment equal to the sum of (1) twice Mr. Cardin's base salary during the 12-month period immediately preceding the termination of his employment, (2) the greater of (a) twice any annual bonus paid to or accrued with respect to Mr. Cardin by the Company during the fiscal year immediately preceding the fiscal year in which his employment shall have been terminated or (b) three times his base salary during the 12-month period immediately preceding the termination of his employment, and (3) any other compensation owed to Mr. Cardin at the time of his termination. The agreement also provides that the Company will indemnify Mr. Cardin against any special tax that may be imposed on him as a result of any such termination payment made by the Company pursuant to the agreement.
Under the Employment Agreement, a change in control is deemed to occur (1) if there is a change of one-third of the Board of Directors under certain conditions, (2) if there is a sale of all or substantially all of the Company's assets, (3) upon certain mergers or consolidations, (4) under certain circumstances if another person (or persons) acquires 20% or more of the outstanding voting shares of the Company, or (5) if any person except Mr. Cardin shall own or control half of such outstanding voting shares.
DIRECTOR COMPENSATION
Fees Earned or
Name Paid in Cash($) Total($)
- ------------------ --------------- -----------
Jeffrey S. Chernow 12,000 12,000
- ------------------ --------------- -----------
Stephen F. Fante 12,000 12,000
- ------------------ --------------- -----------
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Total ($) |
| Jeffrey S. Chernow | 12,000 | 12,000 |
| Stephen F. Fante | 12,000 | 12,000 |
Each Director who is not also an officer of the Company receives $1,000 per month for service as a Director. No additional fees are paid for service on Committees of the Board or for attendance at Board or Committee Meetings.
ITEM
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information concerning each person who, as of December
17, 2009,19, 2011, is known to the Company to be the beneficial owner of more than five percent of the Company's common stock and information regarding common stock of the Company beneficially owned, as of December
17, 2009,19, 2011, by all Directors and executive officers and by all Directors and executive officers as a group.
Shares of
Common Stock
Beneficially Percent
Name and Address of Beneficial Owner Owned of Class
- ---------------------------------------------------------- ------------- ---------
Steven H. Cardin (Director and Executive Officer)POB 1057
Breckenridge CO 80424-1057 7,233,866 52.10%
- ---------------------------------------------------------- ------------- ---------
All Directors and Executive Officers as a Group (1 Person) 7,233,866 52.10%
- ---------------------------------------------------------- ------------- ---------
7
ITEM| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Class |
Steven H. Cardin (Director and Executive Officer) PO Box 1057 Breckenridge CO 80424 | 7,233,866 | 53.11% |
| All Directors and Executive Officers as a Group (1 Person) | 7,233,866 | 53.11% |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Certain Relationships and Related Transactions, and Director Independence.
Messrs. Fante and Chernow are both independent under the NASDAQ independence standards.
ITEM
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES. Principal Accountant Fees and Services
Audit Fees. Billed for FY09: $9,375.FY11: $9,646.72. Billed for FY08:FY10: $9,000.
AUDIT-RELATED FEES.
Audit-Related Fees. None.
TAX FEES.
Tax Fees. None.
ALL OTHER FEES.
All Other Fees. None.
The Company does not engage an accountant to render audit or non-audit services unless the engagement is explicitly pre-approved by the Company'sCompany’s Audit Committee. During FY09FY11 and FY08FY10 no Audit-Related Fees, Tax Fees, or Other Fees were billed by the Company'sCompany’s principal accountant.
PART IV
ITEM
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
3(i) Exhibits, Financial Statement Schedules
| 3(i) | Articles of Incorporation - Incorporated herein by reference to Exhibit B to August 20, 1985 Proxy Statement |
| 3(ii) | Bylaws - Incorporated herein by reference to Exhibit C to August 20, 1985 Proxy Statement |
| 10 | Summary of Employment Agreement between the Company and Steven H. Cardin |
| 14 | Code of Ethics - Incorporated herein by reference to Form 10-K for fiscal year ended September 30, 2003 |
| 21 | List of subsidiaries - Incorporated herein by reference to Form 10-K for fiscal year ended September 30, 1997 |
| 31 | Rule 13a-14(a)/15d-14(a) Certifications |
| 32* | Section 1350 Certifications |
| 101.ins* | 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 referencereference. Not subject to Exhibit B
to August 20, 1985 Proxy Statement
3(ii) Bylaws - Incorporated herein by reference to Exhibit C to August 20, 1985
Proxy Statement
10 Summary of Employment Agreement between the Company and Steven H. Cardin -
Incorporated herein by reference to Form 10-K for fiscal year ended
September 30, 2006
14 Code of Ethics - Incorporated herein by reference to Form 10-K for fiscal
year ended September 30, 2003
21 List of subsidiaries - Incorporated herein by reference to Form 10-K for
fiscal year ended September 30, 1997
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications
8
liability.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
/s/ STEVEN H. CARDIN
-------------------------------------
By: Steven H. Cardin, CEO
Date: December 17, 2009
| ALTEX INDUSTRIES, INC. |
|
| /s/ STEVEN H. CARDIN |
| By: Steven H. Cardin, CEO |
|
| Date: December 19, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ STEVEN H. CARDIN
-------------------------------------
By: Steven H. Cardin,
Director, Principal Executive
Officer, Principal Financial
Officer, and Principal
Accounting Officer
Date: December 17, 2009
/s/ STEPHEN F. FANTE
-------------------------------------
By: Stephen F. Fante, Director
Date: December 17, 2009
9
| /s/ STEVEN H. CARDIN |
| By: Steven H. Cardin, Director, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
|
| Date: December 19, 2011 |
|
| /s/ STEPHEN F. FANTE |
| By: Stephen F. Fante, Director |
|
| Date: December 19, 2011 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
ALTEX INDUSTRIES, INC.
To the Board of Directors and Stockholders
Altex Industries, Inc.
We have audited the accompanying consolidated balance sheetsheets of Altex Industries, Inc. and subsidiary as of September 30, 2009,2011 and September 30, 2010, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended September 30, 2009.2011 and September 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Altex Industries, Inc. and subsidiary as of September 30, 2009,2011 and September 30, 2010, and the consolidated results of its operations, changes in stockholders' equity and cash flows for each of the years in the two-year period ended September 30, 2009,2011 and September 30, 2010, in conformity with U.S. generally accepted accounting principles.
Denver, Colorado
December 4, 2009
/s/19, 2011
/s/ Comiskey & Company
PROFESSIONAL CORPORATION
10
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
ASSETS
------
SEPTEMBER 30
2009 2008
CURRENT ASSETS
Cash and cash equivalents $ 3,964,000 $ 4,291,000
Accounts receivable 9,000 6,000
Other 3,000 7,000
----------------------------
Total current assets 3,976,000 4,304,000
----------------------------
PROPERTY AND EQUIPMENT, AT COST
Proved oil and gas properties (successful efforts method) (Notes 6 and 7) 68,000 91,000
Other 17,000 38,000
----------------------------
85,000 129,000
Less accumulated depreciation, depletion, amortization, and valuation allowance (82,000) (123,000)
----------------------------
Net property and equipment 3,000 6,000
OTHER ASSETS 5,000 7,000
----------------------------
$ 3,984,000 $ 4,317,000
----------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 19,000 23,000
Other accrued expenses 36,000 37,000
----------------------------
Total current liabilities 55,000 60,000
----------------------------
COMMITMENTS AND CONTINGENCIES (Notes 3, 5, and 6)
STOCKHOLDERS' EQUITY (Note 3)
Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued -- --
Common stock, $.01 par value. Authorized 50,000,000 shares, 13,885,734 shares
issued and outstanding 139,000 140,000
Additional paid-in capital 13,964,000 13,974,000
Accumulated deficit (10,174,000) (9,857,000)
----------------------------
3,929,000 4,257,000
----------------------------
$ 3,984,000 4,317,000
----------------------------
See accompanying notes to consolidated financial statements.
11
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30
2009 2008
--------------------------
REVENUE
Oil and gas sales $ 48,000 34,000
Interest (Note 3) 81,000 120,000
-------------------------
129,000 154,000
-------------------------
COSTS AND EXPENSES
Lease operating 3,000 13,000
Production taxes 3,000 3,000
General and administrative (Note 3) 437,000 418,000
Reclamation, restoration, and dismantlement - 19,000
Depreciation, depletion, and amortization 3,000 4,000
-------------------------
446,000 457,000
-------------------------
NET LOSS (317,000) (303,000)
-------------------------
LOSS PER SHARE OF COMMON STOCK $ (0.023) (0.022)
-------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING 13,896,566 14,080,290
-------------------------
See accompanying notes to consolidated financial statements.
12
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30
ADDITIONAL TOTAL
PAID-IN ACCUMULATED TREASURY STOCKHOLDERS'
COMMONSTOCK CAPITAL DEFICIT STOCK EQUITY
SHARES AMOUNT
-----------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 2007 14,287,524 $143,000 14,047,000 (9,554,000) 4,636,000
Net loss (303,000) (303,000)
Acquisition of treasury stock, 333,623
shares at $0.228 per share (76,000) (76,000)
Retirement of treasury stock (333,623) (3,000) (73,000) 76,000
-----------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 2008 13,953,901 $140,000 13,974,000 (9,857,000) $ 4,257,000
-----------------------------------------------------------------------------
Net loss (317,000) (317,000)
Acquisition of treasury stock,68,167
shares at $0.164 per share (11,000) (11,000)
Retirement of treasury stock (68,167) (1,000) (10,000) 11,000
-----------------------------------------------------------------------------
BALANCES AT SEPTEMBER 30, 2009 13,885,734 $139,000 13,964,000 (10,174,000) $ 3,929,000
-----------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
13
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30
2009 2008
-----------------------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss $ (317,000) (303,000)
Adjustments to reconcile net loss to net cash provided used in operating activities
Depreciation, depletion, and amortization 3,000 4,000
Increase in accounts receivable (3,000) (2,000)
Decrease in other current assets 4,000 58,000
Decrease in other assets 2,000 1,000
Increase (decrease) in accounts payable (4,000) 16,000
Increase (decrease) in accrued production costs (1,000) 1,000
-----------------------
Net cash used in operating activities (316,000) (225,000)
-----------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions to other property and equipment - (5,000)
-----------------------
- (5,000)
-----------------------
CASH FLOWS USED IN FINANCING ACTIVITIES
Acquisition of treasury stock (11,000) (76,000)
-----------------------
(11,000) (76,000)
-----------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (327,000) (306,000)
-----------------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,291,000 4,597,000
-----------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $3,964,000 4,291,000
-----------------------
See accompanying notes to consolidated financial statements.
14
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
Consolidated Balance Sheet
| | | September 30 | |
| | | 2011 | | | 2010 | |
| Assets | | | | | | |
| Current assets | | | | | | |
| Cash and cash equivalents | | $ | 2,584,000 | | | | 3,327,000 | |
| Accounts receivable | | | 14,000 | | | | 12,000 | |
| Other (Note 3) | | | 504,000 | | | | 4,000 | |
| Total current assets | | | 3,102,000 | | | | 3,343,000 | |
| | | | | | | | | |
| Property and equipment, at cost | | | | | | | | |
| Proved oil and gas properties (successful efforts method) (Notes 6 and 7) | | | 350,000 | | | | 351,000 | |
| Other | | | 17,000 | | | | 17,000 | |
| Total property and equipment, at cost | | | 367,000 | | | | 368,000 | |
| Less accumulated depreciation, depletion, and amortization | | | (122,000 | ) | | | (98,000 | ) |
| Net property and equipment | | | 245,000 | | | | 270,000 | |
| | | | | | | | | |
| Other assets | | | 4,000 | | | | 5,000 | |
| | | | | | | | | |
| Total assets | | | 3,351,000 | | | | 3,618,000 | |
| | | | | | | | | |
| Liabilities and Stockholders’ Equity | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable | | | 26,000 | | | | 23,000 | |
| Other accrued expenses | | | 106,000 | | | | 35,000 | |
| Total current liabilities | | | 132,000 | | | | 58,000 | |
| | | | | | | | | |
| Commitments and Contingencies (Notes 3, 5 and 6) | | | - | | | | - | |
| | | | | | | | | |
| 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 and outstanding, 13,619,606 | | | 136,000 | | | | 136,000 | |
| Additional paid-in capital | | | 13,928,000 | | | | 13,928,000 | |
| Accumulated deficit | | | (10,845,000 | ) | | | (10,504,000 | ) |
| Total stockholders' equity | | | 3,219,000 | | | | 3,560,000 | |
| | | | | | | | | |
| Total stockholders' equity and liabilities | | $ | 3,351,000 | | | | 3,618,000 | |
| | | | | | | | | |
| See accompanying notes to consolidated financial statements. | |
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Statement of Operations
Years ended September 30 2009
| | | 2011 | | | 2010 | |
| Revenue | | | | | | |
| Oil and gas sales | | $ | 125,000 | | | | 100,000 | |
| Interest income | | | 31,000 | | | | 44,000 | |
| Other | | | 5,000 | | | | 3,000 | |
| | | | 161,000 | | | | 147,000 | |
| | | | | | | | | |
| Costs and expenses | | | | | | | | |
| Lease operating | | | 4,000 | | | | 3,000 | |
| Production taxes | | | 12,000 | | | | 10,000 | |
| General and administrative | | | 461,000 | | | | 441,000 | |
| Depreciation, depletion, and amortization | | | 25,000 | | | | 23,000 | |
| | | | 502,000 | | | | 477,000 | |
| | | | | | | | | |
| Net loss | | $ | (341,000 | ) | | | (330,000 | ) |
| | | | | | | | | |
| Loss per share | | $ | (0.025 | ) | | | (0.024 | ) |
| | | | | | | | | |
| Weighted average shares outstanding | | | 13,619,606 | | | | 13,883,547 | |
| | | | | | | | | |
| See accompanying notes to consolidated financial statements. | |
ALTEX INDUSTRIES, INC. AND 2008
NOTESUBSIDIARY
Consolidated Statement of Stockholders’ Equity
Years ended September 30
| | | Common Stock | | | Additional paid-in capital | | | Accumulated deficit | | | Treasury stock | | | Total stockholders' equity | |
| | | Shares | | | Amount | | | | | | | | | | | | | |
| Balance at September 30, 2009 | | | 13,885,734 | | | $ | 139,000 | | | | 13,964,000 | | | | (10,174,000 | ) | | | | | $ | 3,929,000 | |
| Net loss | | | | | | | | | | | | | | | (330,000 | ) | | | | | | (330,000 | ) |
| Acquisition of treasury stock, 266,128 shares at $0.145 per share | | | | | | | | | | | | | | | | | | | (39,000 | ) | | | (39,000 | ) |
| Retirement of treasury stock | | | (266,128 | ) | | | (3,000 | ) | | | (36,000 | ) | | | | | | | 39,000 | | | | | |
| Balance at September 30, 2010 | | | 13,619,606 | | | | 136,000 | | | | 13,928,000 | | | | (10,504,000 | ) | | | | | | | 3,560,000 | |
| Net loss | | | | | | | | | | | | | | | (341,000 | ) | | | | | | | (341,000 | ) |
| Balance at September 30, 2011 | | | 13,619,606 | | | $ | 136,000 | | | | 13,928,000 | | | | (10,845,000 | ) | | | | | | $ | 3,219,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| See accompanying notes to consolidated financial statements. | |
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
Consolidated Statement of Cash Flows
Years ended September 30
| | | 2011 | | | 2010 | |
| Cash flows used in operating activities | | | | | | |
| Net loss | | $ | (341,000 | ) | | | (330,000 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | |
| Depreciation, depletion, and amortization | | | 25,000 | | | | 23,000 | |
| Increase in accounts receivable | | | (2,000 | ) | | | (3,000 | ) |
| Increase in other current assets | | | - | | | | (1,000 | ) |
| Decrease in other assets | | | 1,000 | | | | - | |
| Increase in accounts payable | | | 3,000 | | | | 4,000 | |
| Increase (decrease) in other accrued expenses | | | 71,000 | | | | (1,000 | ) |
| | | | (243,000 | ) | | | (308,000 | ) |
| | | | | | | | | |
| Cash flows used in investing activities | | | | | | | | |
| Expenditures for oil and gas property acquisitions | | | - | | | | (290,000 | ) |
| Deposit on potential investment subsequently terminated (Note 3) | | | (500,000 | ) | | | - | |
| | | | (500,000 | ) | | | (290,000 | ) |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| Acquisition of treasury stock | | | - | | | | (39,000 | ) |
| | | | - | | | | (39,000 | ) |
| | | | | | | | | |
| Net decrease in cash and cash equivalents | | | (743,000 | ) | | | (637,000 | ) |
| Cash and cash equivalents at beginning of year | | | 3,327,000 | | | | 3,964,000 | |
| Cash and cash equivalents at end of year | | $ | 2,584,000 | | | | 3,327,000 | |
| | | | | | | | | |
| See accompanying notes to consolidated financial statements. | |
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
September 30, 2011 and 2010
Note 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
NATURE OF OPERATIONS: Nature of Operations and Summary of Significant Accounting Policies.
Nature of Operations: Altex Industries, Inc., through its wholly-owned subsidiary, jointly referred to as "the“the Company,"” owns interests, including working interests, in productive oil and gas properties located in Utah and Wyoming. The Company'sCompany’s revenues are generated primarily from interest income from cash deposits and to a lesser degree, from sales of oil and gas production
and sales of oil and gas properties.production. The Company'sCompany’s operations are significantly affected by changes in interest rates.
PRINCIPLES OF CONSOLIDATION:rates and oil and gas prices.
Principles of Consolidation: The consolidated financial statements include the accounts of Altex Industries, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
ESTIMATES:
Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
PROPERTY AND EQUIPMENT:
Property and Equipment: The Company follows the successful efforts method of accounting for oil and gas operations, under which exploration costs, including geological and geophysical costs, annual delay rentals, and exploratory dry hole costs, are charged to expense as incurred. Costs to acquire unproved properties, to drill and to equip exploratory wells that find proved reserves, and to drill and to equip development wells are capitalized. Capitalized costs relating to proved oil and gas properties are depleted on the units-of-product-ionunits-of-production method based on estimated quantities of proved reserves and estimated RR&D (Note 6). Upon the sale or retirement of property and equipment, the cost thereof and the accumulated depreciation, depletion, and valuation allowance are removed from the accounts, and the resulting gain or loss is credited or charged to operations. Actual RR&D expense in excess of estimated RR&D expense is charged to operations.
IMPAIRMENT OF LONG-LIVED ASSETS:
Impairment of Long-Lived Assets: The Company assesses long-lived assets for impairment when circumstances indicate that the carrying value of such assets may not be recoverable. This review compares the asset'sasset’s carrying value with management'smanagement’s best estimate of the asset'sasset’s expected future undiscounted cash flows without interest costs. If the expected future cash flows exceed the carrying value, no impairment is recognized. If the carrying value exceeds the expected future cash flows, an impairment equal to the excess of the carrying value over the estimated fair value of the asset is recognized. No such impairment may be restored in the future. The Company'sCompany’s proved oil and gas properties are assessed for impairment on an individual field basis.
CASH EQUIVALENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS:
Cash Equivalents and Fair Values of Financial Instruments: For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amount reported on the balance sheet for cash and cash equivalents approximates its fair value.
INCOME TAXES:
Income Taxes: The Company follows the asset and liability method of accounting for deferred income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial accounting and tax bases of assets and liabilities. The Company reports uncertainty in income taxes according to GAAP. There was no increase in liabilities for unrecognized tax benefits during the current year. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expense. There was neither interest nor penalty at September 30, 2009.
15
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
EARNINGS PER SHARE:2011.
Earnings Per Share: Earnings per share of common stock is based upon the weighted average number of shares of common stock outstanding during the year.
CONCENTRATIONS OF CREDIT RISK:
Concentrations of credit risk: The Company maintains significant amounts of cash and sometimes permits cash balances in national banking institutions to exceed FDIC limits.
REVENUE RECOGNITION:
Revenue recognition: Substantially all of the Company'sCompany’s revenue is from interest income and sales of oil and gas production. Interest income is recognized when earned. Revenue from oil and gas production is recognized based on sales or delivery date.
RECENT ACCOUNTING PRONOUNCEMENTS:
Effective July 1, 2009, the Company adopted the FASB
Recent Accounting Standards
Codification ("ASC") 105-10, "Generally Accepted Accounting Principles." ASC
105-10 establishes the FASB Accounting Standards Codification ("Codification")
as the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP for SEC registrants. All guidance contained
in the Codification carries an equal level of authority. The Codification
supersedes all existing non-SEC accounting and reporting standards. The FASB
will now issue new standards in the form of Accounting Standards Updates
("ASUs"). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusion on the changes in the
Codification. References made to FASB guidance have been updated for the
Codification throughout this document.
Pronouncements:
Effective June 30, 2009, the Company adopted guidance issued by the FASB and included in ASC 855-10 "Subsequent Events," which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events (see Note 8).
In February 2007 the FASB issued guidance now included in ASC 825-10 "Financial Instruments," which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. The Company has not currently elected the fair value option for non-financial instruments and is currently evaluating the impact of this guidance on its consolidated financial statements.
NOTE
Note 2 - INCOME TAXES.Income Taxes. At September 30, 2009,2011, the Company had a depletion carryforward of $860,000 and a net operating loss carryforward ("NOL") of $894,000.$1,496,000. $274,000, $303,000, $317,000, $330,000 and $317,000$272,000 of this NOL expire in the years 2027, 2028, 2029, 2030 and 2029,2031, respectively. The approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax assets at September 30, 2009,2011, computed in accordance with the Income Tax topicTopic (Topic 740) of the Codification, is as follows:
DEFERRED TAX ASSETS
Depletion carryforward $ 301,000
Net operating loss carryforward 313,000
----------
TOTAL NET DEFERRED TAX ASSETS 614,000
Less valuation allowance (614,000)
----------
NET DEFERRED TAX ASSET $ -
----------
| Deferred Tax Assets | | | |
| Depletion carryforward | | $ | 301,000 | |
| Net operating loss carryforward | | | 524,000 | |
| Accrued shareholder salary | | | 24,000 | |
| Total Net Deferred Tax Assets | | | 849,000 | |
| Less valuation allowance | | | (849,000 | ) |
| Net Deferred Tax Asset | | $ | - | |
A valuation allowance has been provided because of the uncertainty of future realization. Income tax expense is different from amounts computed by applying the statutory Federal income tax rate for the following reasons:
16
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
2009 2008
---------------------
Tax benefit at 35% of net earnings $(111,000) (106,000)
State income tax, net of Federal benefit - -
Change in valuation allowance for net deferred tax assets 111,000 107,000
Other - (1,000)
---------------------
Income tax expense $ - -
---------------------
| | | 2011 | | | 2010 | |
| Tax benefit at 35% of net earnings | | $ | (119,000 | ) | | | (116,000 | ) |
| State income tax, net of Federal benefit | | | - | | | | - | |
| Change in valuation allowance for net deferred tax assets | | | 119,000 | | | | 116,000 | |
| Income tax expense | | $ | - | | | | - | |
As of September 30, 2009,2011, the Company has no unrecognized tax benefit as a result of uncertain tax positions. As of September 30, 2009,2011, the Company'sCompany’s tax years that remain subject to examination are 20062008 - 20092011 (Federal jurisdiction) and 20052007 - 20092011 (state jurisdictions).
NOTE
Note 3 - RELATED PARTY TRANSACTIONS.Related Party Transactions. Effective October 1, 2006,2011, the Company entered into a five-year employment agreement with its president which provides for a base salary of $244,000$200,000 annually, plus escalations of not less than 5%3% annually. The agreement contains provisions providing for payments to the president in the event of his disability or termination of his employment. The agreement also provides that he will receive an annual bonus equal to no less than 10%20% of the Company'sCompany’s earnings before income tax, payable, at his election, in cash or common stock of the Company at then fair market value. NOTEOn August 31, 2011, the Company entered into a letter of intent, subject to negotiation of definitive agreements, regarding a potential $500,000 investment in a company in which the president’s brother-in-law owned 19% of the issued and outstanding common stock. In connection with the letter of intent, the Company transferred $500,000 to the target company. On October 21, 2011, the parties terminated negotiations, and the target company returned the $500,000 to the Company.
Note 4 - MAJOR CUSTOMERS.Major Customers. In 20092011 the Company had two customers who individually
accounted for 10% or more of the Company's oil and gas sales and who, in
aggregate, accounted for 89% of oil and gas sales. In 2009 the two customers
individually accounted for 74% and 15% of oil and gas sales. In 2008 the Company
had three customers who individually accounted for 10% or more of the Company's oil and gas sales and who, in aggregate, accounted for 82% of oil and gas sales. In 20082011 the threetwo customers individually accounted for 36%, 23%,59% and 23% of oil and gas sales. NOTEIn 2010 the Company had two customers who individually accounted for 10% or more of the Company's oil and gas sales and who, in aggregate, accounted for 86% of oil and gas sales. In 2010 the two customers individually accounted for 72% and 14% of oil and gas sales.
Note 5 - LEASES. Leases. The Company rents office space under a noncancellable operating lease that expires April 30, 2010.December 31, 2011. Required future payments under the lease are $5,000.$2,000. In 20092011 and 2010 the Company incurred rent expense of $25,000, and in 2007 the
Company incurred rent expense of $21,000.
NOTE$8,000.
Note 6 - RECLAMATION, RESTORATION, AND DISMANTLEMENTReclamation, Restoration, and Dismantlement (RR&D). During the year
ending September 30, 2008, the Bureau of Land Management, the State of Wyoming,
and the surface owner of the area that had contained AOC's East Tisdale Field in
Johnson County, Wyoming, agreed that AOC had completed restoration and
reclamation of the area that had contained the Field. The Bureau of Land
Management and the State of Wyoming have released AOC's bonds, and the surface
owner has released AOC from any further liability in connection with the Field
or the area that had contained the Field. AOC does not believe it will have any
further liability in connection with the Field, although this cannot be assured. The Company accounts for its remaining RR&D costs in accordance with ASC Topic 410 "Asset Retirement and Environmental Obligations." ASC 410 addresses obligations associated with the retirement of tangible, long lived assets and the associated asset retirement costs. This statement requires the Company to recognize a liability for the fair value of its plugging and abandonment liability (excluding salvage value) with the associated costs included as part of the Company's oil and gas properties balance. For the years ended September 30, 20092011 and 2008,2010, the plugging and abandonment liability was not material to the financial statements.
NOTE
Note 7 - SUPPLEMENTAL FINANCIAL DATASupplemental Financial Data - OIL AND GAS PRODUCING ACTIVITIES
(UNAUDITED)Oil and Gas Producing Activities (Unaudited). The Company's operations are confined to the continental United States, and all of the Company's reserves are proved developed. Prices and costs
inOil prices used are the tables below have been estimated using prices and costs in effect at the
endaverage of the years indicated. Prices are estimated netNYMEX settlement price for the spot month on the first day of estimated quality and
transportation adjustments.each month of 2011, corrected to received price using a price differential. Income tax expense is not reflected in the tables below because of the anticipated utilization of net operating loss carryfor-wardscarryforwards and depletion carryforwards. The estimation of reserves is complex and subjective, and reserve estimates tend to fluctuate in light of new production data.
17
ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
I.
CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES
September 30, 2009
-------------------
Proved properties $ 68,000
Accumulated depreciation, depletion, amortization, and valuation allowance (68,000)
--------------------
Net capitalized cost $ -
--------------------
Capitalized Costs Relating to Oil and Gas Producing Activities| | | September 30, 2011 | |
| Proved properties | | $ | 350,000 | |
| Accumulated depreciation, depletion, amortization and valuation allowance | | | (105,000 | ) |
| Net capitalized cost | | $ | 245,000 | |
II. ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES
Estimated Quantities of Proved Oil and Gas Reserves
| | Oil in Barrels | | | Gas in Mcfs
---------------------------
MCFs | |
Balance at September 30, 2007 2010 | | | 14,000 | | | | - | |
| Revisions of previous estimates | | | (600 | ) | | | - | |
| Production | | | (2,000 | ) | | | - | |
Balance at September 30, 2008 2011 | | | 11,400 | | | | - -
Balance at September 30, 2009 - -
| |
III.
PRESENT VALUE OF ESTIMATED FUTURE NET REVENUE
At September 30
2009 2008
------------------------------
Estimated future revenue $ - -
------------------------------
Estimated future expenditures - -
Estimated future net revenue - -
10% annual discount of estimated future net revenue - -
------------------------------
Present value of estimated future net revenue $ - -
------------------------------
Present Value of Estimated Future Net Revenue| | | At September 30 | |
| | | 2011 | | | 2010 | |
| Estimated future revenue | | $ | 837,000 | | | | 777,000 | |
| Estimated future expenditures | | | (90,000 | ) | | | - | |
| Estimated future net revenue | | | 747,000 | | | | 777,000 | |
| 10% annual discount of estimated future net revenue | | | (345,000 | ) | | | (409,000 | ) |
| Present value of estimated future net revenue | | $ | 402,000 | | | | 368,000 | |
IV.
SUMMARY OF CHANGES IN PRESENT VALUE OF ESTIMATED FUTURE NET REVENUE
Year ended September 30
2009 2008
------------------------------
Present value of estimated future net revenue, beginning of year $ - -
Sales, net of production costs - -
Sales of minerals in place - -
Net change in prices and costs of future production - -
Revisions of quantity estimates - -
Accretion of discount - -
Change in production rates and other - -
------------------------------
Present value of estimated future net revenue, end of year $ - -
------------------------------
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ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
NOTESummary of Changes in Present Value of Estimated Future Net Revenue| | | Year ended September 30 | |
| | | 2011 | | | 2010 | |
| Present value of estimated future net revenue, beginning of year | | $ | 368,000 | | | | - | |
| Sales, net of production costs | | | (109,000 | ) | | | (87,000 | ) |
| Purchases of minerals in place | | | - | | | | 290,000 | |
| Net change in prices and cost of future production | | | 81,000 | | | | (4,000 | ) |
| Revisions of quantity estimates | | | (9,000 | ) | | | 58,000 | |
| Accretion of discount | | | 37,000 | | | | - | |
| Change in production rates and other | | | 34,000 | | | | 111,000 | |
| Present value of estimated future net revenue, end of year | | $ | 402,000 | | | | 368,000 | |
Note 8 - SUBSEQUENT EVENTS. Effective October 1, 2009, the Company purchased a
4.4% override in the Glo Field in Campbell County, Wyoming for $275,000.Subsequent Events. The Company has evaluated subsequent events from the September 30, 2009,2011, balance sheet date through the date these financial statements were filed with the Securities and Exchange Commission. NoExcept for the events (other than as disclosed above)discussed in Note 3 - Related Party Transactions above, no events occurred subsequent to the balance sheet date that would require recognition or disclosure in the financial statements.
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EXHIBIT INDEX
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications
16