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 September 30, 1996
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 September
30, 1996.
1 of 9 pages<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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ASSETS September 30, June 30,
1996 1996
(Unaudited)
____________ ___________
Current Assets:
Cash $ 265,856 $ 491,164
Accounts Receivable - 28,246
Note Receivable (Note 2) 385,390 385,390
Interest Receivable 14,452 14,452
Prepaid Expenses and other 9,944 14,413
Inventory 58,663 67,105
Total Current Assets 734,305 1,000,770
Supplies 12,044 12,044
Plant, Furniture and Equipment,
at cost (net of accumulated
depreciation) 78,252 87,920
Mineral Properties 40,525 40,525
Patent, at cost (net of
accumulated amortization) 21,830 22,336
Note Receivable (Note 2) 3,083,120 3,083,120
Other Assets 27,000 27,000
Deposits 725 725
Total Assets $3,997,801 $4,274,440
</TABLE>
-Continued on the following page-
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THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-Continued from previous page-
<TABLE>
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY September 30, June 30,
1996 1996
(Unaudited) __________
Current Liabilities:
Accounts Payable $ 26,781 $ 20,456
Accrued Liabilities 5,995 10,547
Total Current Liabilities 32,776 31,003
Long Term Liabilities:
Note Payable (Note 3) 5,257,119 5,497,119
Shareholder's Equity:
Common Stock - $.01 par value,
authorized - 75,000,000 shares;
issued - 50,980,400; outstanding -
50,772,982 507,730 507,730
Par value of common stock issued in
excess of the fair market value of
assets acquired (368,538) (368,538)
Retained earnings (1,431,287) (1,392,874)
Total Shareholders' Equity (Deficit) (1,292,095) (1,253,682)
$3,997,800 $4,274,440
</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 OPERATION
(Unaudited)
<TABLE>
Three Months Three Months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
REVENUES:
Asphalt Sales $ 4,906 $ -
Interest Income 46,238 49,870
Other 625 1,770
TOTAL REVENUES 51,769 51,640
COSTS AND EXPENSES:
Asphalt Research 28,053 86,682
General & Admin. 62,129 61,467
Interest Expense - 149,175
TOTAL COSTS & EXPENSES 90,182 297,324
NET LOSS ($ 38,413) ($245,684)
LOSS PER SHARE ($0.00) ($0.00)
Weighted average
shares outstanding 50,772,982 50,772,982
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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<PAGE>
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Three Months Three Months
Ended Ended
September 30, September 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net Loss ($ 38,413) ($ 245,684)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 10,175 10,935
Change in operating assets and liabilities:
Change in receivables 28,246 (1,359)
Change in inventory 8,442 -
Change in prepaid expenses and other assets 4,469 4,211
Change in accounts payable 6,325 (3,072)
Change in accrued liabilities (4,552) 4,708
Net cash used by operating activities 14,692 (230,561)
Cash flows from investing activities:
Asset acquisition - -
Net cash used by investing activities 0 0
Cash flows from financing activities:
Borrowings (payments) on line of credit (240,000) 149,175
Net cash provided by financing activities (240,000) 149,175
Net increase (decrease) in cash (225,308) (81,386)
Cash at beginning of year 491,164 130,908
Cash at end of quarter $ 265,856 $ 49,522
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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<PAGE>
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 September 30, 1996 and the results of operations and
cash flows for the periods presented. The results of operations
for the three month period ended September 30, 1996 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
thereto included in the Company's June 30, 1996 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 on June 1, 1996,
the note was amended to reflect a maturity date of July 1, 1997.
Effective July 1, 1995, the Company was relieved and discharged of
all obligations to pay accrued interest on the line. In addition,
the line shall no longer accrue interest as of July 1, 1995. As of
September 30, 1996, the Company owed $5,257,119 on this note. The
terms of the note 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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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation.
LIQUIDITY AND CAPITAL RESOURCES
The Company realized a decrease in working capital of $268,238
during the three months ended September 30, 1996. Funds were
primarily provided by the interest payments received from The Oil
Shale Company on the note described above.
On August 29, 1989, the Company signed an unsecured promissory
note with the Tell Ertl Family Trust in order to fund the Asphalt
Feasibility Program. The principal amount of this note was
increased to a total of $5,500,000 on May 1, 1994.
On July 1, 1995, in recognition of the Company's inability to
repay the interest on this note, the Trust waived unpaid interest
accrued to date and eliminated further interest accruals. In
September of 1996, the Company made a principal payment of $240,000
which reduced the total amount of the note due to $5,257,119. The
Company does not expect to be able to pay the note in full when it
becomes due.
The Company will attempt to progress toward the realization of
three principal objectives: finding third-party funding for the
research and development related to the Asphalt Feasibility Program
and the Paraho Process, licensing the Paraho technology, and
commercialization of shale oil and shale oil-derived products. In
pursuit of these objectives, the Company incurred costs and
expenses of $90,182 in the three months ended September 30, 1996.
The decrease in these costs over the amount incurred in the same
period of the previous year, is the result of discontinuing
operations and meeting expenses primarily associated with
maintaining its facilities for possible future use.
Possible future sources of cash include revenues from the
sales of SOMAT and from payments on the note receivable from The
Oil Shale Company. Additional future sources of cash may include
revenues from the performance of engineering services, or from the
use of the Company's pilot plant retort facility. Management
presently does not expect that significant revenues from these
sources will be obtained.
RESULTS OF OPERATIONS
Quarter ended September 30, 1996
Revenues of $51,769 for the quarter ended September 30, 1996,
consisting primarily of interest on the promissory note from The
Oil Shale Company, did not vary significantly from the $51,640 for
the quarter ended September 30, 1995.
Expenses of $90,182 for the quarter ended September 30, 1996
were approximately eighty percent less than the $297,324 for the
same quarter in the previous year, because the Company had
discontinued its operations and cut staff.
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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.
None.
-8-
<PAGE>
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)
11/11/96 /s/ Joseph L. Fox
Date Joseph L. Fox, President
11/11/96 /s/ Anne Morgan Smith
Date Anne Morgan Smith, Controller
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1996
<CASH> 265,856
<SECURITIES> 0
<RECEIVABLES> 14,452
<ALLOWANCES> 0
<INVENTORY> 58,663
<CURRENT-ASSETS> 734,305
<PP&E> 315,169
<DEPRECIATION> (236,917)
<TOTAL-ASSETS> 3,997,801
<CURRENT-LIABILITIES> 32,776
<BONDS> 5,257,119
0
0
<COMMON> 139,192
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,997,800
<SALES> 4,906
<TOTAL-REVENUES> 51,769
<CGS> 0
<TOTAL-COSTS> 28,053
<OTHER-EXPENSES> 62,129
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (38,413)
<INCOME-TAX> 0
<INCOME-CONTINUING> (38,413)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,413)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
