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EX-32 - SECTION 1350 CERTIFICATIONS - ALTEX INDUSTRIES INCaltexind10qexh32.htm
EX-31 - RULE 13A-14(A)/15D-14(A) CERTIFICATIONS - ALTEX INDUSTRIES INCaltexind10qexh31.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2012

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

For the transition period from                            to                         .

Commission file number 1-9030


ALTEX INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)


Delaware
 
84-0989164
(State or other jurisdiction of  incorporation or organization)
 
(I.R.S. Employer Identification No.)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [  ]

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

Number of shares outstanding of issuer's Common Stock as of February 5, 2013: 13,288,343

 
 

 

PART I - FINANCIAL INFORMATION
 
   
Item 1. Financial Statements
 
   
ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
 
Consolidated Balance Sheet
 
   
December 31
   
September 30
 
   
2012
   
2012
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Current assets
           
    Cash and cash equivalents
  $ 2,835,000       2,852,000  
    Accounts receivable
    15,000       13,000  
    Other
    10,000       15,000  
Total current assets
    2,860,000       2,880,000  
                 
Property and equipment, at cost
               
    Proved oil and gas properties (successful efforts method)
    347,000       347,000  
    Other
    17,000       17,000  
Total property and equipment, at cost
    364,000       364,000  
    Less accumulated depreciation, depletion, and amortization
    (164,000 )     (155,000 )
Net property and equipment
    200,000       209,000  
                 
Other assets
    3,000       3,000  
                 
Total assets
    3,063,000       3,092,000  
                 
Liabilities and Stockholders’ Equity
               
Current liabilities
               
    Accounts payable
    7,000       12,000  
    Other accrued expenses
    241,000       195,000  
Total current liabilities
    248,000       207,000  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders’ equity
               
    Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued
    -       -  
    Common stock, $.01 par value. Authorized 50,000,000 shares; issued and outstanding, 13,288,343
    133,000       133,000  
    Additional paid-in capital
    13,887,000       13,887,000  
    Accumulated deficit
    (11,205,000 )     (11,135,000 )
Total stockholders' equity
    2,815,000       2,885,000  
                 
Total stockholders' equity and liabilities
  $ 3,063,000       3,092,000  

See accompanying notes to consolidated condensed financial statements.

 
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ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
 
Consolidated Statement of Operations
 
(Unaudited)
 
   
Three Months Ended
 
   
December 31
 
   
2012
   
2011
 
Revenue
           
    Oil and gas sales
  $ 28,000       23,000  
    Interest income
    5,000       5,000  
Total revenue
    33,000       28,000  
                 
Costs and expenses
               
    Lease operating
    2,000       1,000  
    Production taxes
    3,000       2,000  
    General and administrative
    89,000       125,000  
    Depreciation, depletion, and amortization
    9,000       6,000  
Total costs and expenses
    103,000       134,000  
                 
Net loss
  $ (70,000 )     (106,000 )
                 
Loss per share
  $ (0.005 )     (0.008 )
                 
Weighted average shares outstanding
    13,288,343       13,619,606  

See accompanying notes to consolidated condensed financial statements.

 
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ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
 
Consolidated Statement of Cash Flow
 
(Unaudited)
 
   
Three months ended
 
   
December
 
   
2012
   
2011
 
Cash flows used in operating activities
           
    Net loss
  $ (70,000 )     (106,000 )
    Adjustments to reconcile net loss to net cash used in operating activities
               
        Depreciation, depletion, and amortization
    9,000       6,000  
        Decrease (increase) in accounts receivable
    (2,000 )     1,000  
        Decrease in other current assets
    5,000       -  
        Decrease in accounts payable
    (5,000 )     (8,000 )
        Increase (decrease) in other accrued expenses
    46,000       (34,000 )
Net cash used in operating activities
    (17,000 )     (141,000 )
                 
Cash flows provided by investing activities
               
    Deposit on potential investment subsequently terminated
    -       500,000  
Total cash flows provided by investing activities
    -       500,000  
                 
Net decrease in cash and cash equivalents
    (17,000 )     359,000  
Cash and cash equivalents at beginning of period
    2,852,000       2,584,000  
Cash and cash equivalents at end of period
  $ 2,835,000       2,943,000  
 
See accompanying notes to consolidated condensed financial statements.
 
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ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Consolidated, Condensed Financial Statements
(Unaudited)
 

Note 1 - Financial Statements. In the opinion of management, the accompanying unaudited, consolidated, condensed financial statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2012, and the cash flows and results of operations for the three months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended December 31 are not necessarily indicative of the results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements contained in the Company's 2012 Annual Report on Form 10-K, and it is suggested that these consolidated, condensed financial statements be read in conjunction therewith.

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

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

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

Cash balances decreased $17,000 in the three months ended December 31, 2012 (“Q1FY13”), because the Company used $17,000 cash in operating activities in Q1FY13. In the three months ended December 31, 2011 (“Q1FY12”), the Company received back a deposit of $500,000 cash it had previously made in connection with a proposed investment that was subsequently terminated. Consequently, in Q1FY12 cash balances increased $359,000. Excluding receipt of the deposit, cash balances declined $141,000 in Q1FY12 because the Company used $141,000 cash in operating activities in Q1FY12. At December 31, 2012, $223,000 of other accrued expenses is accrued but unpaid salary due the Company’s president pursuant to his employment agreement that the Company’s president has elected to defer. The Company is likely to experience negative cash flow from operations unless and until the Company invests in interests in producing oil and gas wells or in another venture that produces cash flow from operations. With the exception of capital expenditures related to production acquisitions or drilling or recompletion activities or an investment in another venture that produces cash flow from operations, none of which are currently planned, the cash flows that could result from such acquisitions, activities, or investments, and the possibility of a change in the interest rates the Company realizes on cash balances, the Company knows of no other trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way.

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 February 5, 2013, the Company had no material commitments for capital expenditures.

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

 
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Results of Operations

General and administrative expense decreased from $125,000 in Q1FY12 to $89,000 in Q1FY13 because of reduced expenses associated with identifying and negotiating possible acquisitions. At the current level of cash balances and at current interest rates, the Company’s revenue is unlikely to exceed its expenses. Unless and until the Company invests a substantial portion of its cash balances in interests in producing oil and gas wells or in one or more other ventures that produce revenue and net income, the Company is likely to experience net losses. With the exception of unanticipated RR&D, unanticipated environmental expense, and possible changes in interest rates, the Company is not aware of any other known trends or uncertainties that have had or that the Company reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations.

Liquidity and Capital Resources

Operating Activities. The Company used $17,000 and $141,000 cash in operating activities in Q1FY13 and Q1FY12, respectively.

Investing Activities. Net cash provided by investing activities in Q1FY12 consisted of a refund to the Company of a $500,000 cash deposit made in connection with a potential investment that was subsequently terminated.

Item 4. Controls and Procedures.

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

As of the end of the period covered by the report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s Exchange Act reports. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

 
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PART II - OTHER INFORMATION

Item 6. Exhibits

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

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

ALTEX INDUSTRIES, INC.

Date:  February 5, 2013
 
By: /s/ STEVEN H. CARDIN
   
Steven H. Cardin
   
Chief Executive Officer and Principal Financial Officer

 
 
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