-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONxg2SDPrnDGognkORKRN6jiwhzJKVY6mPR2vrRiTeAoSI7hyOlnTRb9M+NCRCsD +aL4Nl6cqvz+DDGR9IRfhg== 0000216810-99-000001.txt : 19990211 0000216810-99-000001.hdr.sgml : 19990211 ACCESSION NUMBER: 0000216810-99-000001 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW PARAHO CORP CENTRAL INDEX KEY: 0000216810 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 841034362 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-08536 FILM NUMBER: 99528450 BUSINESS ADDRESS: STREET 1: 5387 MANHATTAN CIRCLE STE 104 CITY: BOULDER STATE: CO ZIP: 80303 BUSINESS PHONE: 3035438900 MAIL ADDRESS: STREET 1: 5387 MANHATTAN CIRCLE #104 CITY: BOULDER STATE: CO ZIP: 80303 FORMER COMPANY: FORMER CONFORMED NAME: PARAHO DEVELOPMENT CORP DATE OF NAME CHANGE: 19861228 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (x) Quarterly Report Under Section 13 or 15(d) of the Securities Exchange act of 1934 For the Quarter ended December 31, 1998 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 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, 1998. Transitional Small Business Disclosure Format (check one): Yes ( ) No(x) 1 of 9 pages PART I: FINANCIAL INFORMATION Item 1. Financial Statements. THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS December 31, June 30, 1998 1998 (Unaudited) ____________ ___________ Current Assets: Cash $ 88,383 $ 29,594 Accounts Receivable 424 130,628 Prepaid Expenses and other 4,228 9,080 Total Current Assets 93,035 169,302 Supplies 12,044 12,044 Plant, Furniture and Equipment, at cost (net of accumulated depreciation) 7,067 14,432 Mineral Properties 40,525 40,525 Patent, at cost (net of accumulated amortization) 30,354 31,284 Other Assets 27,000 27,000 Total Assets $ 210,025 $ 294,587
-Continued on the following page- -2- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS -Continued from previous page- LIABILITIES AND SHAREHOLDERS' EQUITY December 30, June 30, 1998 1998 (Unaudited) __________ Current Liabilities: Accounts Payable $ 4,254 $ 30,787 Accrued Liabilities 4,257 2,129 Reclamation Liability 100,000 100,000 Total Current Liabilities 108,511 132,916 Long Term Liabilities: Note Payable (Note 3) 865,596 865,596 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 (352,648) (352,648) Accumulated deficit (919,164) (859,007) Total Shareholders' Equity (764,082) (703,925) $210,025 $294,587
The accompanying notes are an integral part of these consolidated financial statements. -3- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Six Months Three Months Three Months Ended Ended Ended Ended December 31, December 31, December 31, December 31, 1998 1997 1998 1997 REVENUES: Interest Income $ 1,115 $ 1,314 $ 722 $ 677 Other 2,250 2,250 1,125 1,125 TOTAL REVENUES 3,365 3,564 1,847 1,802 COSTS AND EXPENSES: Asphalt Research 0 877 0 877 General & Admin. 60,902 102,065 24,058 43,884 TOTAL COSTS & EXPENSES 60,902 102,942 24,058 44,761 LOSS BEFORE TAX BENEFIT (57,537) (99,378) (23,011) (42,959) TAX BENEFIT (ADJUSTMENT) (2,620) 70,975 (2,620) 62,975 NET INCOME (LOSS) $(60,157) $(28,403) $(24,831) $20,016 INCOME (LOSS) PER SHARE $(0.00) $(0.00) $(0.00) $0.00 Weighted average shares outstanding 50,772,982 50,772,982 50,772,982 50,772,982
The accompanying notes are an integral part of these consolidated financial statements. -4- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Six Months Ended Ended December 31, December 31, 1998 1997 Cash flows from operating activities: Net Loss ($60,157) $ (28,403) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,763 18,424 Change in operating assets and liabilities: Change in receivables 130,204 (435) Change in inventory - - Change in prepaid expenses and other assets 4,852 7,322 Change in accounts payable (26,533) 2,755 Change in accrued liabilities 2,128 1,464 Net cash used in operating activities 59,257 2,127 Cash flows from investing activities: Patent costs (468) (11,042) Net cash used by investing activities (468) (11,042) Cash flows from financing activities: Net cash provided (used) by financing activities - - Net increase (decrease) in cash 58,789 (8,915) Cash at beginning of year 29,594 43,259 Cash at end of quarter $ 88,383 $ 34,344
The accompanying notes are an integral part of these consolidated financial statements. -5- 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, 1998 and the results of operations and cash flows for the periods presented. The results of operations for the six month period ended December 31, 1998 are not necessarily indicative of the results to be expected for the full year. The June 30, 1998 balance sheet presented in this report is derived from the June 30, 1998 audited financial statements but does not include all disclosures required by generally accepted accounting principles. 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, 1998 audited report in Form 10-K, filed with the Securities and Exchange Commission. NOTE 2 - 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, 1998, the note was amended to reflect a maturity date of July 1, 1999. 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. 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. The balance of the note at December 31, 1998 was $865,596. -6- 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 $51,862 during the six months ended December 31, 1998. Funds were primarily provided by income from the rental of its Rifle facility. 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 March 31, 1998, the Company owed $865,596 to the Trust. The funds were used to cover the cost of operating expenses and asphalt research and development. On December 18, 1996, the Company executed an assignment of its interest in the note receivable from The Oil Shale Company to the Trust in partial repayment of this note. The Company does not expect to be able to pay the balance remaining on this note when it becomes due. The Company's three principal objectives include commercialization of an oil shale derived asphalt binder, licensing the Paraho technology, and research and development. However, at the present time, in light of its inability to obtain commercial financing, the Company is maintaining a minimal level of activity. At this level, costs and expenses of $60,902 were incurred in the six months ended December 31, 1998. The decrease in these costs over the amount incurred in the same period of the previous year, is the result of the termination of a contract with a consultant engaged to seek financing for the Company. Possible future sources of cash include revenues from the 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 retort facility. Management presently does not expect that significant revenues from these sources will be obtained. RESULTS OF OPERATIONS Quarter ended December 31, 1998 Revenues of $1,847 for the quarter ended December 31, 1998, consisting primarily of rental of its Rifle facility, were basically unchanged from the amount recognized in the same quarter of the previous year. Expenses of $24,058 for the quarter ended December 31, 1998 were less than the same quarter in the previous year, which had included a retainer to a consultant engaged to seek financing for the Company. -7- PART II: OTHER INFORMATION Item 1. Legal Proceedings. The Company has been named in a complaint by an airport authority which utilized the Company's product in paving an airport runway. The airport authority has also filed suit against the general contractor and the project engineer alleging that the runway was negligently designed and built. Total damages asserted against all three defendants are alleged to be $750,000. Management believes that the Company has meritorious defenses, and that any potential liability would be covered by insurance. While the ultimate liability in this matter is difficult to assess, management believes that the matter will be resolved without a material adverse effect on the Company's financial position. 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- 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) 2/10/99 /s/ Joseph L. Fox Date Joseph L. Fox, President 2/10/99 /s/ Anne Morgan Smith Date Anne Morgan Smith, Controller -9- EX-27 2
5 6-MOS JUN-30-1999 DEC-31-1999 88383 0 424 0 12044 93035 315169 (308102) 210025 108511 865596 0 0 155082 0 210025 0 3365 0 60902 0 0 0 (57537) 2620 (60157) 0 0 0 (60157) 0.00 0.00
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