UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2023
☐ 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 80206-4084
|
(Address of principal executive offices) (Zip Code)
|
Registrant's telephone number, including area code: (303) 265-9312
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 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 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 Act). Yes ☐ No [X]
Aggregate market value of the common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $625,000.
Number of shares outstanding of registrant's common stock as of December 15, 2023: 11,348,021.
“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: general economic conditions; movements in interest rates; the market price of oil and natural gas; the risks associated with exploration and production; 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.
PART I
Item 1.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 that was incorporated in Delaware in 1985. Through its operating subsidiary, AOC, the Company currently owns interests in 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.
All of AOC’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 asset retirement obligations (ARO), 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 ARO, as it does not own any working interests.
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
Not applicable.
1
Item 2.Properties.
The Company’s estimated reserves at September 30, 2023, are 1,600 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. All the Company’s interests in oil and gas properties are non-working interests. The Company did not participate in the drilling of any wells during the year ended September 30, 2022 (FY22) or the year ended September 30, 2023 (FY23). At December 15, 2023, the Company was not engaged in any oil and gas operations. The Company owns very small mineral interests in Utah. All the Company’s production is located in Utah and Wyoming.
Production
| Net Production
| Average Price
| Average Production
Cost Per Equivalent
Barrel
|
Fiscal Year
| Oil
(Bbls)
| Gas
(Mcf)
| Oil
(Bbls)
| Gas
(Mcf)
|
2023
| 400
| 500
| $69.76
| $5.27
| $0.00
|
2022
| 300
| 500
| $83.00
| $5.65
| $0.00
|
2021
| 800
| 600
| $51.88
| $4.15
| $0.00
|
Item 3.Legal Proceedings.
None.
Item 4.Mine Safety Disclosures.
Not applicable.
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's common stock is traded on OTC Pink under the symbol ALTX. At December 15, 2023, there were approximately 3,400 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. The Company has no plan or program for the purchase of shares, and the Company has no compensation plans under which equity securities of the registrant are authorized for issuance.
2
Issuer Purchases of Equity Securities
Period
| (a)
Total number of shares (or units) purchased
| (b)
Average price paid per share (or unit)
| (c)
Total number of shares (or units) purchased as part of publicly announced plans or programs
| (d)
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
July 1, 2023
Through
July 31, 2023
| --
| --
| --
| --
|
August 1, 2023 through
August 31, 2023
| --
| --
| --
| --
|
September 1, 2023 through
September 30, 2023
| 169,405
| $0.14
| --
| --
|
Total
| 169,405
| $0.14
| --
| --
|
Item 6. Reserved.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Condition
In FY23 operating activities used $58,000 cash, and the Company used $68,000 cash to acquire 663,380 shares of its common stock. In FY22 operating activities used $129,000 cash, and the Company sold certain oil, gas, and mineral interests in Utah for $450,000 cash. Consequently, cash balances decreased $126,000 in FY23 and increased $321,000 in FY22. 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. On September 27, 2023, the Company acquired 169,405 shares of its common stock for $22,954.38, and on September 29, 2023, the Company retired the 169,405 shares. At September 30, 2023, accrued expenses, related party, of $1,140,000 consists of $1,087,000 in salary and bonus payable to the Company’s president, pursuant to his employment agreement, that the president has elected to defer, as well as $53,000 in related accrued payroll tax. At September 30, 2022, accrued expenses, related party, of $1,073,000 consists of $1,024,000 in salary payable to the Company’s president, pursuant to his employment agreement, that the president has elected to defer, as well as $49,000 in related accrued payroll tax. The Company’s president may require the Company to pay the unpaid salary 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 December 15, 2023, the Company had no material commitments for capital expenditures.
3
Results of Operations
General and administrative expense increased from $179,000 in FY22 to $263,000 in FY23 because of increased insurance expense and because during FY23 the Company recognized bonus expense and related payroll tax liability of $68,000 pursuant to the president’s employment agreement. In FY22 the Company realized a net gain of $450,000 from the sale of certain oil, gas, and mineral interests in Utah. Interest income increased from $14,000 in FY22 to $101,000 in FY23 because of higher realized interest rates on cash balances. In FY23, other income consisted of $9,000 of out-of-period oil and gas sales received in 2023. In FY22, other income consisted of $4,000 of out-of-period oil and gas sales received in 2022.
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 ARO, unanticipated environmental expense, and possible changes in interest rates and oil and gas prices, the Company is not aware of any trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations.
Critical Accounting Estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. The Company does not believe that the Company utilizes any accounting estimates that have had or are reasonably likely to have a material impact on financial condition or results of 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 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.Financial Statements and Supplementary Data.
The consolidated financial statements follow the signature page.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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’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.
4
As of the end of the period covered by the report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s Exchange Act reports. There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
Item 9b. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10.Directors, Executive Officers, and Corporate Governance.
Steven Cardin, 73, an economist, formerly with The Conference Board and the consulting firm, National Economics Research Associates, has been Chairman and CEO of the Company since 1985, and a Director since 1984. Jeffrey Chernow, 72, 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. Stephen Fante, 68, 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. Mr. Fante has been a Director since 1989.
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 11.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 ($)
| Bonus ($)
| Total ($)
|
Steven Cardin, CEO
| 2023
| 3,000
| 63,000
| 66,000
|
Steven Cardin, CEO
| 2022
| 3,000
| --
| 3,000
|
Effective October 1, 2021, the Company renewed its Employment Agreement with Mr. Cardin. The Agreement has an initial term of five years and provides an annual base salary equal to the maximum annual contribution to a Health Flexible Spending Arrangement (FSA) and an annual bonus of no less than 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. The
5
Company will match any contribution that Mr. Cardin makes to the Company’s FSA. Mr. Cardin has deferred payment of the bonus earned in 2023, but he may cause the Company to pay the bonus in cash or common stock at any time.
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
Name
| Fees Earned or Paid in Cash
($)
| Total
($)
|
Jeffrey Chernow
| 12,000
| 12,000
|
Stephen Fante
| 12,000
| 12,000
|
In 2022 and 2023 each Director who is not also an officer of the Company received $1,000 per month for service as a Director. Effective November 1, 2024, each Director who is not also an officer of the Company receives $1,400 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.
6
Item 12. 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 15, 2023, 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 15, 2023, by all Directors and executive officers and by all Directors and executive officers as a group.
Name and Address of Beneficial Owner
| Shares of Common Stock
Beneficially Owned
| Percent
of Class
|
Steven Cardin (Director and Executive Officer)
700 Colorado Blvd #273 Denver CO 80206-4084
| 7,233,866
| 63.7%
|
All Directors and Executive Officers as a Group (1 Person)
| 7,233,866
| 63.7%
|
Except for Mr. Cardin’s right to receive a bonus as common stock, the Company has no compensation plan under which equity securities of the company are authorized for issuance.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Messrs. Fante and Chernow are both independent under the NASDAQ independence standards.
Item 14. Principal Accountant Fees and Services
Audit Fees. Billed for FY23: $17,975. Billed for FY22: $16,500.
Audit-Related Fees. None.
Tax Fees. None.
All Other Fees. None.
The Company does not engage an accountant to render audit or non-audit services unless the engagement is pre-approved by the Company’s Audit Committee.
7
PART IV
Item 15.Exhibits and 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
| Employment Agreement between the Company and Steven Cardin – Incorporated herein by reference to Form 10-K for the fiscal year ended September 30, 2021
|
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.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.
Item 16. Form 10-K Summary.
None.
|
8
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 CARDIN
|
By: Steven Cardin, CEO
|
|
Date: December 15, 2023
|
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 CARDIN
|
By: Steven Cardin, Director, Principal Executive
Officer, Principal Financial Officer, and Principal
Accounting Officer
|
|
Date: December 15, 2023
|
|
/s/ JEFFREY CHERNOW
|
By: JEFFREY CHERNOW, Director
|
|
Date: December 15, 2023
|
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Altex Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Altex Industries, Inc. (the Company) as of September 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As discussed in Note 1 to the consolidated financial statements, the Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue from oil and gas production is recognized based on
10
the sales date as reported to the Company by the operators of oil and gas production facilities in which the Company has a royalty interest.
Auditing management’s evaluation of the royalty revenue from its agreements with customers involves significant judgment based on the estimates of the revenue recorded and their subsequent true-up once payment is received.
To evaluate the appropriateness and accuracy of the revenue recorded by management, we evaluated management’s assessment of the revenue recorded based on the Company’s royalty interest.
s/ M&K CPAS, PLLC
M&K CPAS, PLLC
PCAOB ID: 2738
We have served as the Company’s auditor since 2020
Houston, TX
December 15, 2023
11
