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 December 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 December
31, 1995.
1 of 9 pages<PAGE>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
ASSETS December 31, June 30,
1995 1995
(Unaudited)
____________ ___________
<S> <C> <C>
Current Assets:
Cash $ 411,392 $ 130,908
Accounts Receivable 3,076 1,717
Note Receivable (Note 2) 385,390 385,390
Interest Receivable 15,662 16,190
Prepaid Expenses and other 6,920 16,771
Short Term Investments 20,000 20,000
Inventory 195,394 195,394
Total Current Assets 1,037,834 766,370
Supplies 12,044 12,044
Plant, Furniture and Equipment,
at cost (net of accumulated
depreciation) 113,282 130,408
Mineral Properties 40,525 40,525
Patent, at cost (net of
accumulated amortization) 23,353 24,368
Note Receivable (Note 2) 3,083,120 3,468,510
Other Assets 27,000 27,000
Deposits 725 725
Total Assets $4,337,883 $4,469,950
</TABLE>
-Continued on the following page-
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<PAGE>
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
-Continued from previous page-
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY December 31, June 30,
1995 1995
(Unaudited) __________
<S> <C> <C>
Current Liabilities:
Accounts Payable $ 42,755 $ 37,214
Accrued Liabilities 12,275 15,608
Total Current Liabilities 55,030 52,822
Long Term Liabilities:
Note Payable (Note 3) 7,089,751 6,792,078
Shareholder's Equity:
Common Stock - $.01 par value,
authorized - 75,000,000 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 (2,946,090) (2,514,142)
(2,794,453) (2,362,505)
Less 207,418 shares of common stock
held in treasury at cost (12,445) (12,445)
Total Shareholders' Equity (2,806,898) (2,374,950)
$4,337,883 $4,469,950
</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>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
REVENUES:
Asphalt Sales $ 0 $ 285,859 $ 0 $ 186,979
Interest Income 98,277 104,995 48,407 51,369
Other 41,155 1,956 39,385 1,606
TOTAL REVENUES 139,432 392,810 87,792 239,954
COSTS AND EXPENSES:
Asphalt Research 148,271 516,801 61,589 300,341
General & Admin. 125,436 146,056 63,969 75,502
Interest Expense 297,673 273,040 148,498 140,830
TOTAL COSTS & EXPENSES 571,380 935,897 274,056 516,673
NET LOSS ($431,948) ($543,087) ($186,264) ($276,719)
LOSS PER SHARE ($0.01) ($0.01) ($0.00) ($0.01)
Weighted average
shares outstanding 50,772,982 50,772,982 50,772,982 50,772,982
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
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<PAGE>
THE NEW PARAHO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Six Months Six Months
Ended Ended
December 31, December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net Loss ($ 431,948) ($ 543,087)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 21,270 21,936
Change in operating assets and liabilities:
Change in receivables (831) 24,579
Change in inventory - 136,277
Change in prepaid expenses and other assets 9,851 7,733
Change in accounts payable 5,541 (88,596)
Change in accrued liabilities (3,333) (5,306)
Net cash used by operating activities (399,450) (446,464)
Cash flows from investing activities:
Asset acquisition (3,129) -
Net cash used by investing activities (3,129) 0
Cash flows from financing activities:
Borrowings under line of credit agreement 297,673 424,476
Principal payment received 385,390 385,390
Net cash provided by financing activities 683,063 809,866
Net increase (decrease) in cash 280,484 363,402
Cash at beginning of year 130,908 6,561
Cash at end of quarter $ 411,392 $ 369,963
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-5-
<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 December 31, 1995 and the results of operations and
cash flows for the periods presented. The results of operations
for the six month period ended December 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
thereto included in the Company's June 30, 1995 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, 1995,
the note was amended to reflect a maturity date of July 1, 1996.
As of December 31, 1995, the Company had borrowed $5,497,119 and
owes an additional $1,592,632 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.
-6-<PAGE>
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
$269,256 during the six months ended December 31, 1995. Funds were
primarily provided by the principal and 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. The principal amount of this
note was increased to a total of $5,500,000 on May 1, 1994. As of
December 31, 1995, the Company had borrowed $5,497,119 (and owed an
additional $1,592,632 of interest on this note) from the Trust, to
cover the cost of operating expenses and asphalt research and
development. The Company does not expect to be able to pay the
note when it becomes due.
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 $273,707 in the six months
ended December 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 derived asphalt
binder, and focusing efforts on sales of the product.
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 December 31, 1995
Revenues of $87,792 for the quarter ended December 31, 1995,
consisting primarily of interest on the promissory note from The
Oil Shale Company and some contract work with the U.S. Geological
Survey, showed a significant decrease from the $239,954 for the
quarter ended December 31, 1994, because of the lack of sales of
SOMAT.
Expenses of $274,056 for the quarter ended December 31, 1995
were nearly fifty percent less than the $516,673 for the same
quarter in the previous year, because the Company had discontinued
its production, cut staff and concentrated on sales of the product.
-7-<PAGE>
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)
1/16/96 /s/ Joseph L. Fox
Date Joseph L. Fox, President
1/16/96 /s/ Anne Morgan Smith
Date Anne Morgan Smith, Controller
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 411,392
<SECURITIES> 20,000
<RECEIVABLES> 3,076
<ALLOWANCES> 0
<INVENTORY> 195,394
<CURRENT-ASSETS> 1,037,834
<PP&E> 327,321
<DEPRECIATION> (214,039)
<TOTAL-ASSETS> 4,337,883
<CURRENT-LIABILITIES> 55,030
<BONDS> 7,089,751
0
0
<COMMON> 151,637
<OTHER-SE> (12,445)
<TOTAL-LIABILITY-AND-EQUITY> 4,337,883
<SALES> 0
<TOTAL-REVENUES> 139,432
<CGS> 0
<TOTAL-COSTS> 125,436
<OTHER-EXPENSES> 148,271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 297,673
<INCOME-PRETAX> (431,948)
<INCOME-TAX> 0
<INCOME-CONTINUING> (431,948)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (431,948)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
