FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(x) Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange act of 1934
For the Quarter ended March 31, 1995
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act oft 1934
For the transition period from _____________ to ______________
Commission File Number: 0-8536
THE NEW PARAHO CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1034362
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5387 Manhattan Circle, #104, Boulder, CO 80303-4219
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 543-8900
__________________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report.)
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 twelve 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. (x) Yes ( ) No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
50,772,982 shares of $.01 par value common stock as of March 31, 1995.
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS March 31, June 30,
1995 1994
(Unaudited)
<S> <C> <C>
Current Assets:
Cash $ 282,785 $ 6,561
Accounts Receivable 1,701 24,529
Note Receivable (Note 2) 385,390 385,390
Interest Receivable 16,383 17,809
Prepaid Expenses and other 10,015 17,039
Short Term Investments 20,000 20,000
Inventory 195,393 331,670
Total Current Assets 911,667 802,998
Supplies 12,044 12,044
Plant, Furniture and Equipment,
at cost (net of accumulated
depreciation) 142,679 174,061
Mineral Properties 40,525 40,525
Patent, at cost (net of
accumulated amortization) 24,876 26,399
Note Receivable (Note 2) 3,468,510 3,853,900
Other Assets 27,000 27,000
Deposits 725 725
Total Assets $4,628,026 $4,937,652
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THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-Continued from previous page-
LIABILITIES AND SHAREHOLDERS' EQUITY March 31, June 30,
1995 1995
(Unaudited)
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 78,894 $ 147,009
Accrued Liabilities 26,487 27,266
Total Current Liabilities 105,381 174,275
Long Term Liabilities:
Note Payable (Note 3) 6,641,321 6,070,155
Shareholder's Equity:
Common Stock - $.01 par value,
authorized - 75,00,000 shares;
issued - 50,980,400; outstanding -
50,772,982 509,804 509,804
Par value of common stock issued in
excess of the fair market value of
assets acquired (358,167) (358,167)
Retained earnings (2,257,868) (1,445,970)
(2,106,231) (1,294,333)
Less 207,418 shares of common stock
held in treasury at cost (12,445) (12,445)
Total Shareholders' Equity (2,118,676) (1,306,778)
$4,628,026 $4,937,652
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months Three Months Three Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
REVENUES:
Asphalt Sales $ 285,859 $ 48,474 $ - $ 11,499
Interest Income 156,493 167,975 51,498 53,437
Other 3,434 (1,910) 1,478 719
TOTAL REVENUES 445,786 214,539 52,976 65,655
COSTS AND EXPENSES:
Asphalt Research 608,600 986,921 66,972 234,955
General & Admin. 229,354 267,067 108,125 84,152
Interest Expense 419,730 278,054 146,690 97,888
TOTAL COSTS & EXPENSES 1,257,684 1,532,042 321,787 416,995
NET LOSS ($811,898) ($1,317,503) ($268,811) ($351,340)
LOSS PER SHARE ($0.02) ($0.03) ($0.01) ($0.01)
Weighted average
shares outstanding 50,772,982 50,772,982 50,772,982 50,772,982
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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<PAGE>
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION> Nine Months Nine Months
Ended Ended
March 31, March 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Loss ($ 811,898) ($1,317,503)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 32,905 15,956
Change in operating assets and liabilities:
Change in receivables 24,254 21,370
Change in inventory 136,277 -
Change in prepaid expenses and other assets 7,024 11,123
Change in accounts payable (68,115) (28,215)
Change in accrued liabilities (779) 11,373
Change in accrued interest and discount
payable to income certificate holders - 4,096
Net cash used by operating activities (680,332) (1,281,800)
Cash flows from investing activities:
Asset acquisition - (66,835)
Net cash used by investing activities 0 (66,835)
Cash flows from financing activities:
Borrowings under line of credit agreement 571,166 1,054,958
Payments to income certificate holders - (91,248)
Principal payment received 385,390 385,390
Net cash provided by financing activities 956,556 1,349,100
Net increase (decrease) in cash 276,224 465
Cash at beginning of year 6,561 28,686
Cash at end of quarter $ 282,785 $ 29,151
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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<PAGE>
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THE NEW PARAHO CORPORATION AND SUBSIDIARIES NOTES
NOTE 1 - MANAGEMENT REPRESENTATION
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments (consisting of
normal recurring adjustments) necessary to present fairly the
financial position as of March 31, 1995 and the results of
operations and cash flows for the periods presented. The
results of operations for the nine month period ended March 31,
1995 are not necessarily indicative of the results to be expected
for the full year.
Certain information and footnote disclosures normally
required by generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial
statements and notes hereto included in the Company's June 30,
1994 audited report in Form 10-K, filed with the Securities and
Exchange Commission.
NOTE 2 - SALE OF PROPERTY AND MINERAL RIGHTS
On December 17, 1987 Tosco Corporation's wholly owned
subsidiary, The Oil Shale Company, exercised its option, granted
in 1963 by the Company's parent, to acquire from the Company its
50% ownership interest in certain property and mineral rights for
$6,355,850. The Company received $575,000 cash and a note
receivable in the amount of $5,780,850 on closing. The note is
receivable in fifteen equal annual installments of $385,390,
commencing December 17, 1990. The principal balance bears
interest receivable quarterly at 5%.
NOTE 3 - DEBT
On May 1, 1994, the Company's line of credit from the Tell
Ertl Family Trust was increased to $5,500,000 and amended to
reflect a maturity date of July 1, 1996. As of March 31, 1995,
the Company had borrowed $5,497,119 and owes an additional
$1,144,202 in interest on this note. The terms of the note
include interest at 2 percentage points above prime and provide
that the Trust reserves the right to approve activities and
budgets of the Company during the term of the promissory note.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
LIQUIDITY AND CAPITAL RESOURCES
The Company realized an increase in working capital of
$177,563 during the nine months ended March 31, 1995. Funds were
primarily provided by interest and principal payments received
from The Oil Shale Company on the note described above, and from
sales of the shale oil derived asphalt paving materials (referred
to as SOMAT).
On August 29, 1989, the Company signed an unsecured
promissory note with the Tell Ertl Family Trust. The principal
amount of this note as increased to a total of $5,500,000 on May
1, 1994. As of March 31, 1995, the Company had borrowed
$5,497,119 and owed an additional $1,144,202 of interest on this
note from the Trust, to cover the cost of operating expenses and
asphalt research and development. Future borrowings under the
note are at the discretion of the Trust.
The Company will attempt to progress toward the realization
of three principal objectives: commercialization of an oil shale
derived asphalt binder, licensing the Paraho technology, and
research and development. In pursuit of these objectives, the
Company incurred costs and expenses of $837,954 in the nine
months ended March 31, 1995. The decrease in these costs over
the amount incurred in the same period of the previous year, is
the result of ceasing production of the shale oil modifier at the
Rifle plant.
Possible future sources of cash include payments on the note
receivable from The Oil Shale Company, and from sales of SOMAT.
Additional future sources of cash may include revenues from the
performance of engineering services or from the use of the
Company's pilot plant facility. Management cannot presently
predict whether these sources will be obtained.
RESULTS OF OPERATIONS
Quarter ended March 31, 1995
Revenues of $52,976 for the quarter ended March 31, 1995,
consisting primarily of interest on the promissory note from The
Oil Shale Company were slightly less than the $65,655 for the
quarter ended March 31, 1994, reflecting the lack of asphalt
sales during the current quarter.
Expenses of $321,787 for the quarter ended March 31, 1995
were less than the $416,995 for the same quarter in the previous
year, because the Company had discontinued its production and
concentration on sales of the product.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security
Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None.
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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.
THE NEW PARAHO CORPORATION
(Registrant)
5/10/95 /s/ Joseph L. Fox
Date Joseph L. Fox, President
5/10/95 /s/Anne Morgan Smith
Date Anne Morgan Smith, Controller
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 282,785
<SECURITIES> 20,000
<RECEIVABLES> 413,489
<ALLOWANCES> 0
<INVENTORY> 195,393
<CURRENT-ASSETS> 911,667
<PP&E> 399,238
<DEPRECIATION> -191,159
<TOTAL-ASSETS> 4,628,026
<CURRENT-LIABILITIES> 105,381
<BONDS> 6,641,321
<COMMON> 151,637
0
0
<OTHER-SE> (12,445)
<TOTAL-LIABILITY-AND-EQUITY> 4,628,026
<SALES> 285,859
<TOTAL-REVENUES> 445,786
<CGS> 0
<TOTAL-COSTS> 608,600
<OTHER-EXPENSES> 229,354
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 419,730
<INCOME-PRETAX> (811,898)
<INCOME-TAX> 0
<INCOME-CONTINUING> (811,898)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (811,898)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
