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 PART I: FINANCIAL INFORMATION Item 1. Financial Statements. THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS December 31, June 30, 1995 1995 (Unaudited) ____________ ___________ 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 -Continued on the following page- -2- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS -Continued from previous page- LIABILITIES AND SHAREHOLDERS' EQUITY December 31, June 30, 1995 1995 (Unaudited) __________ 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 The accompanying notes are an integral part of these consolidated financial statements. -3- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATION (Unaudited) Six Months Six Months Three Months Three Months Ended Ended Ended Ended December 31, December 31, December 31, December 31, 1995 1994 1995 1994 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) ($0.01) Weighted average shares outstanding 50,772,982 50,772,982 50,772,982 50,772,982 The accompanying notes are an integral part of these consolidated financial statements. -4- THE NEW PARAHO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Six Months Ended Ended December 31, December 31, 1995 1994 Cash flows from operating activities: Net Loss ($ 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 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, 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- 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- 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- 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-