<PAGE>
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 Quarterly Period ended
SEPTEMBER 30, 1996 or
------------------
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from
___________ to ____________
Commission File Number 1-3753
--------------------------------
UNITED PARK CITY MINES COMPANY
- --------------------------------------------------------------------------------
(exact name of small business issuer as specified in its charter)
Delaware 87-0219807
- ---------------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
P.O. Box 1450, Park City, Utah 84060
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 649-8011
- --------------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 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.
Yes X No .
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,721,418
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 2
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30,
1996
-------------
ASSETS:
Cash and cash equivalents............................ $ 116,937
Accounts receivable.................................. 15,770
Prepaid expenses..................................... 113,059
Material and supplies inventory...................... 96,688
Deferred income taxes................................ 475,202
Other................................................ 27,001
-------------
844,657
-------------
Real Estate:
Hidden Meadows development......................... 2,369,534
Deferred development costs......................... 834,493
-------------
3,204,027
-------------
Property and Equipment:
Mine shaft, buildings, and equipment............... 4,186,683
Mine tour attraction............................... 4,708,144
Construction-in-progress........................... 151,368
Resort facilities.................................. 58,077
Less accumulated depreciation...................... (3,835,744)
-------------
5,268,528
-------------
Land less accumulated depletion of $1,062,190........ 7,492,223
Water Rights......................................... 400,000
-------------
13,160,751
-------------
Total assets......................................... $ 17,209,435
=============
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30,
1996
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable............................................ $ 715,562
Accrued liabilities......................................... 247,906
Deferred revenue............................................ 250
Bank notes payable.......................................... 783,120
-------------
Total liabilities......................................... 1,746,838
-------------
Stockholders' equity:
Common stock, $.01 par value:
Authorized: 3,750,000 shares
Issued: 2,701,544 shares.............................. 27,015
Capital in excess of par value........................... 31,126,187
Accumulated deficit...................................... (15,506,821)
-------------
15,646,381
Less cost of treasury stock - 1,294 shares............... (183,784)
-------------
Total stockholders' equity............................... 15,462,597
Total liabilities and stockholders' equity.................. $17,209,435
=============
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 4
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended For Nine Months Ended
---------------------- ----------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1996 1995 1996 1995
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Lot sales-Morning Star Estates......... $ 387,000 $1,552,750
Lot sales-Hidden Meadows............... $ 710,000 $ 717,200 1,465,000 717,200
Mine tour attraction................... 545,102 1,166,081
Sale of land and building.............. 950,000
Sale of land........................... 25,000
Contract services...................... 15,385 389 50,330 116,862
Interest............................... 631 59,201 3,621 136,971
Royalties and rentals.................. 4,450 259 150,433 153,640
Other.................................. 9,486 353 125,205 750,665
--------- ---------- --------- ---------
1,285,054 777,402 4,322,670 3,428,088
--------- ---------- --------- ---------
Expenses:
Cost of lot sales and selling
expense-Morning Star Estates.......... 721 202,298 911,382
Cost of lot sales and selling
expense-Hidden Meadows................ 380,039 377,902 766,724 377,902
Mine tour attraction................... 575,017 1,613,995
Cost of land and building sold......... 179,959
Cost of land sold...................... 4,902
General and administrative costs....... 243,729 351,644 857,147 873,397
Litigation costs....................... 24,231 19,206 138,780
Mine maintenance and administrative
costs................................. 214,665 277,692 790,222 671,832
Contract services costs................ 13,714 2,779 42,465 100,144
Depreciation........................... 139,698 47,907 418,937 146,758
Interest............................... 19,989 38,019
--------- --------- --------- ---------
1,586,851 1,082,876 4,933,874 3,220,195
--------- --------- --------- ---------
Net income (loss)....................... $ (301,797) $ (305,474) $ (611,204) $ 207,893
========= ========= ========= =========
Net income (loss) per share............. $(0.11) $(0.11) $(0.23) $0.08
========= ========= ========= =========
Weighted average number of shares
outstanding............................ 2,721,418 2,700,325 2,721,418 2,700,325
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 5
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
For Nine Months Ended
-------------------------
Sept. 30, Sept. 30,
1996 1995
----------- ------------
Cash flows from operating activities:
Net income (loss)..................... $ (611,204) $ 207,893
----------- ------------
Adjustments to reconcile net income
(loss) to net cash used by
operating activities:
Depreciation....................... 418,937 146,758
Water rights....................... (400,000)
Increase (decrease) from changes
in:
Restricted cash................... (957,392)
Accounts receivable............... 29,884 (8,372)
Prepaid expenses and inventory.... 117,274 (125,438)
Morning Star Estates development.. 209,206 681,370
Hidden Meadows development........ 397,033 (2,582,000)
Deferred development costs........ (117,599) 753,364
Accounts payable and accrued (708,229) 781,388
liabilities......................
Customer deposit and deferred (102,750)
revenue..........................
Retentions payable................ (69,543)
Cost of land and net book value 183,203
of building sold.................
Other............................. (3,244)
----------- ------------
Total adjustments............. 423,715 (1,779,865)
----------- ------------
Net cash used by operating activities... (187,489) (1,571,972)
----------- ------------
Cash flows from investing activities:
Construction-in-progress.............. (105,498) (2,147,821)
Capital expenditures.................. (448,004) (287,794)
----------- ------------
Net cash used by investing activities... (553,502) (2,435,615)
----------- ------------
Cash flows from financing activities:
Proceeds from bank notes payable...... 1,217,205 3,154,260
Principal payments of bank notes
payable.............................. (733,000) (573,760)
----------- ------------
Net cash provided by financing
activities............................. 484,205 2,580,500
----------- ------------
Net decrease in cash and cash
equivalents............................ (256,786) (1,427,087)
Cash and cash equivalents-beginning of
period................................. 373,723 3,446,593
----------- ------------
Cash and cash equivalents-end of period. $ 116,937 $ 2,019,506
=========== ============
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 6
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 CONDENSED FINANCIAL STATEMENTS
A. Disclosure
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the 1995 Annual Report to Stockholders of United
Park City Mines Company (hereinafter "United Park" or "the Company" or "the
Registrant").
B. Management's Representation
The consolidated balance sheet as of September 30, 1996, the consolidated
statement of operations for the three and nine month periods ended September 30,
1996 and 1995 and the consolidated statement of cash flows for the nine month
periods then ended have been prepared by the Registrant, without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at September 30, 1996 and for all periods presented
have been made.
NOTE 2 IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Effective January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation. The
Company has elected to continue to apply the current stock based compensation
methods pursuant to APB 25 and to furnish the additional disclosures required by
SFAS No. 123. The Company also adopted, as of January 1, 1996, SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets. The adoption of SFAS No.
121 has no material impact on the Company's financial statements.
NOTE 3 RECLASSIFICATIONS
Certain amounts from 1995 have been reclassified to conform to the current
year's presentation. These reclassifications have no effect on net loss, total
assets, total liabilities or stockholders' equity.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
Real Estate
- -----------
During the first nine months of 1996, the Company's wholly owned subsidiary Blue
Ledge Corporation (hereinafter "Blue Ledge") sold six lots in the Hidden Meadows
subdivision and recognized a profit of $698,276 on the gross sales of
$1,465,000. The cash proceeds from these lot sales were used to repay bank
notes and fund other Company operations. Blue Ledge expects to close the sales
of two additional lots in the Hidden Meadows subdivision during November and
December of 1996. It is anticipated that the cash proceeds from these sales
and future sales will be used to repay bank notes and fund the Company's other
operations. The Company has not experienced the sales activity with the Hidden
Meadows subdivision lots which it had anticipated and believes that the
decreased sales activity is the result of a softer market for new real estate
lots which all developers in the Park City, Utah area are currently
experiencing.
Blue Ledge finalized the sale of the one remaining unsold lot in the Morning
Star Estates subdivision during the first nine months of 1996. Blue Ledge
recognized a profit of $184,702 on the gross sale of $387,000. The cash
proceeds from this lot sale were used to fund some of the Company's other
operations.
The Company is currently negotiating the sale of a tract of real estate outside
of its development areas. This sale is expected to be in excess of $1,000,000
and is expected to close by the middle of December, 1996. It is anticipated
that the cash proceeds from this future sale will be used to repay bank notes
and additional borrowings, and fund the Company's other operations.
Capital Expenditures
- --------------------
The Company incurred capital expenditures of approximately $553,502 during the
first nine months ended September 30, 1996, primarily for facilities and
equipment used in the mine tour activities conducted by the Company's wholly
owned subsidiary Park City Silver Mine Adventure, Inc. (hereinafter "Silver Mine
Adventure") and for equipment used in its mine maintenance activities. The
Company does not anticipate similar expenditures during the remainder of 1996.
Silver Mine Adventure
- ---------------------
Silver Mine Adventure opened the mine tour attraction to the public in December,
1995 and over 100,800 visitors have experienced the tour as of the end of
September, 1996. The Silver Mine Adventure generated revenue of $1,166,081
through September 30, 1996. The cash proceeds from this revenue were used to
partially fund some of the tour's operations. The Company anticipates that the
cash flows from future Silver Mine Adventure revenues will also be used to fund
the tour's operations.
The Silver Mine Adventure terminated its general manager and its agreement with
its outside consultants during October, 1996 and has hired a new general manager
for the mine tour attraction. The new general manager of the Silver Mine
Adventure will assume his duties during November, 1996.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Cash Flow Analysis
- ------------------
The Company's unrestricted cash balance decreased $256,786 during the nine month
period ended September 30, 1996, leaving a cash balance of $116,937 as of
September 30, 1996. The cash balance decreased due to use of cash in the
Company's capital expenditures, construction-in-progress, and operations. The
Company will use a portion of the September 30, 1996 cash balance along with a
portion of the proceeds from future real estate sales, receipts from Silver Mine
Adventure and additional borrowings to fund its future operations. The Company
has secured bank financing which it has drawn upon to supplement its cash flows
and will have to secure additional borrowings to supplement its cash
requirements. The Company believes that its existing capital resources, cash
flows from operations and supplemental borrowings will be sufficient to meet its
anticipated operating requirements for the balance of 1996.
RESULTS OF OPERATIONS
1996 Compared with 1995
- -----------------------
During the nine month period ended September 30, 1996, Blue Ledge sold the one
remaining Morning Star Estates lot for total gross proceeds of $387,000 and
recognized a profit of $184,702 or 48% on the sale. During the same period of
1995, Blue Ledge sold two lots in the Morning Star Estates subdivision for total
gross proceeds of $1,552,750 and recognized a profit of $669,363 or 43% on the
sales.
Blue Ledge sold six lots in the Hidden Meadows subdivision for a profit of
$698,276 or 48% of the gross sales price of $1,465,000 during the nine month
period ended September 30, 1996. The Hidden Meadows subdivision did not
receive its final approval for development until April of 1995 and during the
third quarter of 1995, Blue Ledge sold three lots in the Hidden Meadows
subdivision for gross proceeds of $717,200 and recognized a profit of $339,298
or 47% on these sales.
The Silver Mine Adventure generated revenue of $1,166,081 and incurred
$1,613,995 in cash expenses during the nine month period ended September 30,
1996. These expenses include several one-time/non-recurring marketing costs and
costs for consultants associated with the operation which are not anticipated to
continue in the future. The Silver Mine Adventure has experienced increased
numbers of visitors to the tour as a result of increases in group tour bookings
and increased tourism during the summer months. During the first three quarters
of 1996, the Silver Mine Adventure had over 100,800 visitors. The Company
believes that the Silver Mine Adventure will cover its direct operating costs in
1997 and will contribute to the Company's cash flows in the future.
The Company occasionally sells land and improvements outside of its development
areas as such opportunities occur. The Company made one such sale during the
first quarter of 1996 for gross proceeds of $950,000. After deducting the cost
of land and the net book value of the building sold of $179,959, the Company
recognized a profit of $770,041 or 81% on the sale. During the second quarter
of 1996, the Company made one additional such sale for gross proceeds of $25,000
and, after deducting the cost of land and selling expenses, recognized a profit
of $20,098 or 80% on the sale. As previously mentioned under "Real Estate" in
the "Liquidity and Capital Resources" section, the Company is negotiating the
sale of one such additional tract of land which is expected to close during the
fourth quarter of 1996.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
During the first three quarters of 1996, interest income decreased 98% when
compared with the first three quarters of 1995. The decrease in interest income
is due to smaller cash balances available for investment and lower interest
rates offered on investments during 1996.
The Company received $50,330 for contract services during the nine month period
ended September 30, 1996. During the first quarter of 1996, the Company did not
perform any contract services work. However, the Company received $116,862 for
contract services during the first three quarters of 1995.
Other revenues decreased substantially during the first three quarters of 1996,
when compared to the same period in 1995. The decrease is the direct result of
a one-time settlement in 1995 with a third party of costs related to tunnel
maintenance work. The settlement was a non-recurring event.
During the first nine months of 1996, the Company incurred legal fees of $19,206
in connection with the Resort Litigation to dispose of the remaining aspects of
this litigation. This litigation was dismissed with prejudice in 1995 (refer to
the Company's 1995 Annual Report to Stockholders for a more complete
description). During the first nine months of 1995, the Company incurred legal
fees of $138,780 in connection with this litigation.
Increased labor and material costs resulted in an increase in mine maintenance
and administrative costs of approximately 18% during the first three quarters of
1996 when compared with the first three quarters of 1995. The increase in such
costs is due to the Company's intensified efforts in its tunnel maintenance
activities.
Charges for depreciation increased 185% during the first nine months of 1996
when compared with the first nine months of 1995. This increase is a result of
additional capital assets used in the Company's operations, primarily associated
with the mine tour attraction operated by Silver Mine Adventure.
The Company incurred interest in the amount of $38,019 on bank borrowings used
to fund its operations during the nine month period ended September 30, 1996.
The Company did not make such borrowings during the same period of 1995.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 10
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
STEVEN MEGUR AND SUSAN MEGUR V. UNITED PARK CITY MINES COMPANY, BLUE LEDGE
- --------------------------------------------------------------------------
CORPORATION, COLEMAN LAND COMPANY, INC., ET AL., Civil No. 94-CV-1026 B, United
- ------------------------------------------------
States District Court for the District of Utah
On October 31, 1996, the United States District Court for the District of Utah
entered an Order regarding the Motions for Summary Judgement filed by defendants
United Park City Mines Company, Blue Ledge Corporation, and Coleman Land
Company, Inc., which motions were argued at a hearing held on August 28, 1996.
The Court granted the Motions for Summary Judgment of defendants United Park
City Mines Company and Coleman Land Company, Inc. and dismissed these defendants
from the suit. The Court denied Blue Ledge Corporation's Motion for Summary
Judgment and has scheduled the matter for trial on November 18, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule for electronic filers is filed with this
Form 10-QSB pursuant to Item 601(c) of Regulation S-B.
No reports on Form 8-K were filed during the period covered by this Form 10-QSB.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1996
Page 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
United Park City Mines Company
----------------------------------------
(Registrant)
/S/ Edwin L. Osika, Jr. /S/ Dale J. Harrison
- ----------------------------------- -----------------------------------
Edwin L. Osika, Jr. Dale J. Harrison
Executive Vice President Controller
Secretary, and Treasurer (Chief Accounting Officer)
(Principal Financial Officer and
Duly Authorize Officer)
Date: November 14, 1996
-----------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and consolidated statement of operations for the
quarter ended September 30, 1996 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 116,937
<SECURITIES> 0
<RECEIVABLES> 15,770
<ALLOWANCES> 0
<INVENTORY> 96,688
<CURRENT-ASSETS> 844,657
<PP&E> 9,104,276
<DEPRECIATION> 3,835,744
<TOTAL-ASSETS> 17,209,435
<CURRENT-LIABILITIES> 1,746,838
<BONDS> 0
0
0
<COMMON> 27,015
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 17,209,435
<SALES> 1,852,000
<TOTAL-REVENUES> 4,322,670
<CGS> 969,022
<TOTAL-COSTS> 969,022
<OTHER-EXPENSES> 3,926,833
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 38,019
<INCOME-PRETAX> (611,204)
<INCOME-TAX> 0
<INCOME-CONTINUING> (611,204)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (611,204)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
