<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 March 31, 1996 or
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from
to
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Commission File Number: 1-3753
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UNITED PARK CITY MINES COMPANY
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(exact name of small business issuer as specified in its charter)
Delaware 87-0219807
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
P. O. Box 1450, Park City, Utah 84060
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(Address of principal executive offices) (Zip Code)
(801) 649-8011
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(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 .
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(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: 2,701,544.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 2
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1996
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<S> <C>
ASSETS:
Cash and cash equivalents.................................. $ 258,261
Accounts receivable........................................ 140,933
Prepaid expenses........................................... 169,621
Inventories................................................ 128,533
Deferred income taxes...................................... 405,202
Other...................................................... 22,732
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1,125,282
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Real Estate:
Hidden Meadows development............................... 2,669,150
Deferred development costs............................... 744,324
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3,413,474
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Property and Equipment:
Mine shaft, buildings, and equipment..................... 4,118,923
Mine tour attraction..................................... 4,615,519
Construction-in-progress................................. 64,406
Resort facilities........................................ 58,077
Less accumulated depreciation............................ (3,553,832)
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5,303,093
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Land less accumulated depletion of $1,062,190.............. 7,497,125
Water Rights............................................... 400,000
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7,897,125
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Total assets............................................... $17,738,974
===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1996
-------------
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable............................................ $517,633
Accrued liabilities......................................... 101,347
Deferred revenue............................................ 103,000
Bank notes payable.......................................... 807,419
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Total liabilities....................................... 1,529,399
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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..................................... (14,759,843)
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16,393,359
Less cost of treasury stock - 1,294 shares.............. (183,784)
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Total stockholders' equity.............................. 16,209,575
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Total liabilities and stockholders' equity.............. $ 17,738,974
=============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended
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March 31, March 31,
1996 1995
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<S> <C> <C>
Revenues:
Lot sales-Morning Star Estates................... $ 387,000 $ 550,000
Lot sales-Hidden Meadows......................... 300,000
Mine tour attraction............................. 302,607
Sale of land and building........................ 950,000
Interest......................................... 1,820 45,345
Royalties and rentals............................ 98,120 109,068
Contract services................................ 58,408
Other............................................ 1,427 134
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2,040,974 762,955
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Expenses:
Cost of lot sales and selling
expenses-Morning Star Estates................... 202,298 258,324
Cost of lot sales and selling
expenses-Hidden Meadows......................... 147,738
Mine tour attraction............................. 541,594
Cost of land and building sold................... 179,959
General and administrative costs................. 286,500 242,306
Litigation costs................................. 18,916 49,872
Mine maintenance and administrative
costs........................................... 314,226 252,746
Contract services costs.......................... 48,673
Depreciation..................................... 136,558 49,717
Interest......................................... 7,411
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1,835,200 901,638
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Income (loss) before income tax.................... 205,774 (138,683)
Income tax expense............................... 70,000
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Net income (loss).................................. $ 135,774 $ (138,683)
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Net income (loss) per share........................ $ 0.05 $ (0.05)
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Weighted average number of shares outstanding...... 2,721,418 2,701,544
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 5
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended
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March 31, March 31,
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss)....................................... $ 135,774 $ (138,683)
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Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Depreciation.......................................... 136,558 49,717
Deferred income taxes................................. 70,000
Increase (decrease) from changes in:
Restricted cash..................................... (982)
Accounts receivable................................. (95,278) (167,514)
Prepaid expenses and inventory...................... 28,867 (24,999)
Morning Star Estates development and cost of sales.. 209,206 204,197
Hidden Meadows development and cost of sales........ 97,417
Deferred development costs-other.................... (27,430) 18,451
Accounts payable and accrued liabilities............ (1,052,716) 151,620
Retentions payable.................................. (69,543)
Cost of land & net book value of building sold...... 178,301
Other............................................... 1,025 (2,999)
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Total adjustments............................... (454,050) 157,948
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Net cash provided (used) by operating activities.......... (318,276) 19,265
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Cash flows from investing activities:
Construction-in-progress.............................. (18,536) (300,645)
Capital expenditures.................................. (287,154) (126,174)
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Net cash used by investing activities..................... (305,690) (426,819)
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Cash flows from financing activities:
Proceeds from bank note payable....................... 658,504
Principal payments on bank note payable............... (150,000)
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Net cash provided by financing activities................. 508,504
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Net decrease in cash and cash equivalents................. (115,462) (407,554)
Cash and cash equivalents-beginning of period............. 373,723 3,446,593
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Cash and cash equivalents-end of period................... $ 258,261 $ 3,039,039
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 6
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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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 March 31, 1996, the consolidated statement
of operations for the three month periods ended March 31, 1996 and 1995 and the
consolidated statement of cash flows for the three 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
March 31, 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 impact on the Company's financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 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
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During the first quarter of 1996, the Company's wholly owned subsidiary Blue
Ledge Corporation (hereinafter "Blue Ledge") finalized the sale of the one
remaining unsold lot in the Morning Star Estates subdivision. 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.
Blue Ledge sold one lot in the Hidden Meadows subdivision during the first three
months of 1996. Blue Ledge recognized a profit of $152,262 on the gross sale of
$300,000. The cash proceeds from this lot sale were used to repay bank notes
and fund other Company operations. Blue Ledge currently has five additional
lots in the Hidden Meadows subdivision under contract to sell and expects to
close these sales during the second quarter of 1996. Blue Ledge accepted a
total of $103,000 on three of those sales contracts during 1995 and those
deposits are reflected on the Company's balance sheet as deferred revenue. It
is anticipated that the cash proceeds from these future sales will be used to
repay bank notes and fund the Company's other operations.
Capital Expenditures
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The Company incurred capital expenditures of approximately $305,690 during the
first three months of 1996, primarily for equipment used in its mine maintenance
activities and 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"). The Company does not
anticipate similar expenditures during the remainder of 1996.
Cash Flow Analysis
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The Company's unrestricted cash balance decreased $115,462 during the first
three months of 1996, leaving a cash balance of $258,261 as of March 31, 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 March 31, 1996 cash balance along with a portion of the proceeds
from future real estate sales and receipts from Silver Mine Adventure to fund
its future operations. The Company has secured bank financing which it can draw
upon to supplement its cash flows if the need arises. The Company believes that
its existing capital resources, cash flows from operations and supplemental
borrowings are sufficient to meet its anticipated operating requirements for
1996.
Results of Operations
1996 Compared with 1995
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During the first three months of 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 first quarter of 1995, the Company sold
one lot in the Morning Star Estates subdivision for total gross proceeds of
$550,000 and recognized a profit of $291,676 or 53% on the sale.
As previously stated under the Liquidity and Capital Resources - Real Estate
section, Blue Ledge sold one lot in the Hidden Meadows subdivision for a profit
of $152,262 or 51% of the gross sales price during the first quarter of 1996.
The Hidden Meadows subdivision did not receive its final approval for
development until April of 1995 and, therefore, no sales were transacted during
the first quarter of 1995.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Silver Mine Adventure opened the mine tour attraction to the public in December,
1995 and the tour has been well received by visitors. During the first three
months of 1996, Silver Mine Adventure generated revenue of $302,607 and incurred
$541,594 in expenses. The expenses incurred reflect some one-time/non-recurring
marketing costs which are not anticipated to continue. The Company expects
increased numbers of visitors to the tour as a result of projected increases in
group tour bookings and increased tourism during the summer months. The Company
believes that Silver Mine Adventure will cover its direct operating costs in
1996 and 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.
The Company's interest income decreased 96% during the first three months of
1996, when compared with the first three months 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 amount of royalty and rental income to be received in 1996 is expected to be
substantially unchanged from the amount received in 1995. The decrease of 10%
for the three months ended March 31, 1996 represents an adjustment of prior
period estimates.
During the first quarter of 1996, the Company did not perform any contract
services work. However, the Company received $58,408 for contract services
during the first quarter of 1995. The Company anticipates performing contract
services work commencing in the second quarter of 1996.
General and administrative expense increased 18% during 1996, when compared with
1995. The increase is primarily due to increased staff and increased costs
associated with research on various projects for possible future development or
operations.
During the first quarter of 1996, the Company incurred legal fees of $18,916 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 quarter of 1995, the Company incurred legal fees
of $49,872 in connection with this litigation.
The Company's mine maintenance and administrative costs increased approximately
24% during the first quarter of 1996 when compared with the first quarter of
1995. The Company incurred increased labor and material costs for mine
maintenance due to intensified efforts in its tunnel maintenance activities.
Charges for depreciation increased 175% during the first three months of 1996
when compared with the same period in 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 $7,411 on bank borrowings used to
fund its operations during the first quarter of 1996. The Company did not make
such borrowings during the same period of 1995.
<PAGE>
Form 10-QSB
United Park City Mines Company
March 31, 1996
Page 9
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the period covered by this Form 10-QSB.
No exhibits are required to be filed with this Form 10-QSB.
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
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(Registrant)
/s/ Edwin L. Osika, Jr. /s/ Dale J. Harrisons
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Edwin L. Osika, Jr. Jr. Dale J. Harrison
Executive Vice President, Controller
Secretary, and Treasurer (Principal Accounting Officer)
(Principal Financial Officer and
Duly Authorized Officer)
Date: May 13, 1996
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