<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
JUNE 30, 1997 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: 2,701,682
<PAGE>
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30,
1997
-----------
<S> <C>
ASSETS:
Cash and cash equivalents............... $ 95,602
Accounts receivable..................... 235,371
Prepaid expenses........................ 118,048
Material and supplies inventories....... 150,103
Deferred income taxes................... 475,202
Other................................... 23,901
-----------
1,098,227
-----------
Real Estate:
Hidden Meadows development............ 1,844,793
Deferred development costs............ 905,956
-----------
2,750,749
-----------
Property and Equipment:
Mine shaft, buildings, and equipment.. 4,135,718
Mine tour attraction.................. 4,769,384
Construction-in-progress.............. 176,281
Resort facilities..................... 58,077
Less accumulated depreciation......... (4,219,251)
-----------
4,920,209
Land less accumulated depletion of
$1,062,190............................. 7,218,716
Water rights............................ 400,000
-----------
12,538,925
-----------
Total assets............................ $16,387,901
===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30,
1997
------------
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable....................... $ 570,180
Accrued liabilities.................... 512,952
Notes payable.......................... 360,700
Bank notes payable..................... 451,380
------------
Total liabilities.................. 1,895,212
------------
Stockholders' equity:
Common stock, $.01 par value:
Authorized: 3,750,000 shares
Issued: 2,704,492 shares......... 27,045
Capital in excess of par value..... 31,154,789
Accumulated deficit................ (16,505,361)
------------
14,676,473
Less cost of treasury stock - 1,294
shares............................ (183,784)
------------
Total stockholders' equity......... 14,492,689
------------
Total liabilities and stockholders'
equity................................ $ 16,387,901
============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended For Six Months Ended
----------------------- ------------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Lot sales.............................. $ 670,000 $ 455,000 855,000 $1,142,000
Mine tour attraction................... 340,448 318,372 633,099 620,979
Sale of land and building.............. 25,000 975,000
Contract services...................... 16,837 34,945 60,553 34,945
Interest............................... (278) 1,170 5,932 2,990
Royalties and rentals.................. 82,885 47,863 181,510 145,983
Other.................................. 36,923 114,292 41,496 115,719
---------- ---------- ----------- ----------
1,146,815 996,642 1,777,590 3,037,616
---------- ---------- ----------- ----------
Expenses:
Cost of lot sales and selling expense.. 395,316 238,947 509,692 588,983
Mine tour attraction................... 510,219 497,383 891,051 1,038,978
Cost of land and building sold......... 4,902 184,861
General and administrative costs....... 332,927 326,917 597,679 613,417
Litigation costs....................... 290 19,206
Mine maintenance and administrative
costs................................. 180,778 261,331 459,617 575,557
Contract services costs................ 5,724 28,751 42,154 28,751
Depreciation........................... 123,640 142,682 247,471 279,240
Interest............................... 17,121 10,619 45,433 18,030
---------- ---------- ----------- ----------
1,565,725 1,511,822 2,793,097 3,347,023
---------- ---------- ----------- ----------
Loss before income tax.................. $ (418,910) $ (515,180) $(1,015,507) $ (309,407)
Income tax benefit..................... 70,000
---------- ---------- ----------- ----------
Net loss................................ $ (418,910) $ (445,180) $(1,015,507) $ (309,407)
========== ========== =========== ==========
Net loss per share...................... $(0.15) $(0.16) $(0.37) $(0.11)
========== ========== =========== ==========
Weighted average number of shares
outstanding............................ 2,701,819 2,721,418 2,701,682 2,721,418
========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Six Months Ended
-------------------------
June 30, June 30,
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss............................................ $(1,015,507) $ (309,407)
----------- ----------
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation.................................... 239,409 279,240
Increase (decrease) from changes in:
Accounts receivable........................... (189,996) (5,810)
Prepaid expenses and inventory................ 87,679 112,437
Subdivision development costs................. 442,539 370,976
Deferred development costs-other.............. (44,147) (70,497)
Accounts payable and accrued liabilities...... (368,762) (817,676)
Customer deposit and deferred revenue......... (102,500)
Cost of land and net book value of building
sold........................................ 183,203
Other......................................... (3,244)
----------- ----------
Total adjustments........................ 166,722 (53,871)
----------- ----------
Net cash used by operating activities................. (848,785) (363,278)
----------- ----------
Cash flows from investing activities:
Construction-in-progress............................ 14,402 (27,796)
Capital expenditures................................ (75,048) (341,527)
----------- ----------
Net cash used by investing activities................. (60,646) (369,323)
----------- ----------
Cash flows from financing activities:
Proceeds from notes payable......................... 360,700
Proceeds from sale of stock under employee option... 28,632
Proceeds from bank note payable..................... 1,012,415
Principal payments on bank note payable............. (434,704) (496,000)
----------- ----------
Net cash (used) provided by financing activities...... (45,372) 516,415
----------- ----------
Net decrease in cash and cash equivalents............. (954,803) (216,186)
Cash and cash equivalents-beginning of period......... 1,050,405 373,723
----------- ----------
Cash and cash equivalents-end of period............... $ 95,602 $ 157,537
=========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
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 1996 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 June 30, 1997, the consolidated statement
of operations for the three and six month periods ended June 30, 1997 and 1996
and the consolidated statement of cash flows for the six 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 June 30, 1997 and for all periods presented have been made.
NOTE 2 IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." SFAS No.
128 establishes standards for computing and presenting earnings per share (EPS)
and applies to entities with publicly held common stock or potential common
stock, and is effective for financial statements issued for periods ending after
December 15, 1997. The Company has not determined what impact, if any, this
standard will have on its reported EPS.
In June, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for the
way that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports
issued to shareholders. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers, and is
effective for financial statements issued for periods ending after December 15,
1997. The Company has not determined what impact, if any, this standard will
have on its reporting procedures.
NOTE 3 RECLASSIFICATIONS
Certain amounts from 1996 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>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Rights Offering
- ---------------
During the second quarter of 1997, the Board of Directors of the Company
determined that the Company should conduct a Rights Offering to raise additional
capital to repay short-term indebtedness, to continue its real estate
development activities, and to provide working capital for the Company's
continuing operations. The Company has filed a Registration Statement on Form
S-3 with the Securities and Exchange Commission ("SEC") in connection with this
Rights Offering. Said Registration Statement was declared effective by the SEC
on Friday, August 8, 1997.
In the Rights Offering, the Company will issue to its stockholders non-
transferable Rights to subscribe for up to 340,000 additional shares of its
Capital Stock. Such Rights will be issued to the holders of Capital Stock as of
the close of business on August 18, 1997 (the "Record Date"). The stockholders
as of the Record Date will receive one (1) Right for each eight (8) shares of
Capital Stock they own on the Record Date. The Rights will not be transferable
nor will they be traded on any exchange. Each Right will entitle the holder
thereof to subscribe for one (1) additional share of Capital Stock for $16.00.
The Company anticipates that if fully subscribed the Rights Offering will raise
approximately $5,440,000, before deducting expenses of the offering.
Real Estate
- -----------
During the first half of 1997, the Company's wholly owned subsidiary Blue Ledge
Corporation (hereinafter "Blue Ledge") sold five of the lots in the Hidden
Meadows subdivision. Blue Ledge recognized a profit of $345,308 on the gross
sales of $855,000 during this six month period. The cash proceeds from these
lot sales were used to repay bank notes and fund some of the Company's other
operations.
At the end of June, 1997, the Company ceased discussions with Park City
Municipal Corporation ("Park City") regarding the annexation and master plan
approval of a project known as Flagstaff Mountain in Deer Valley due to
unacceptable economic and development restrictions proposed for the project by
Park City. The Company is pursuing its development opportunities for this
project in the county where the project is located. It is anticipated that a
portion of the proceeds from the Rights Offering will be used in the Company's
efforts to obtain approval for this project, along with other projects, and may
be used in the eventual development of this and other projects.
Cash Flow Analysis
- ------------------
The Company's cash balance decreased $954,803 during the first six months of
1997, leaving a cash balance of $95,602 as of June 30, 1997. The cash balance
decreased due to use of cash for the Company's capital expenditures,
construction-in-progress and operations. The Company will use a portion of the
June 30, 1997 cash balance along with a portion of the proceeds from any future
real estate sales by Blue Ledge, receipts from its wholly owned subsidiary Park
City Silver Mine Adventure, Inc. (hereinafter "Silver Mine Adventure"), possible
additional borrowings, and proceeds from the Rights Offering to fund its future
operations. The Company believes that its existing capital resources, cash
flows from operations, supplemental borrowings, and proceeds from the Rights
Offering will be sufficient to meet its anticipated operating requirements for
1997 and into the near future.
RESULTS OF OPERATIONS
1997 Compared with 1996
- -----------------------
During the first six months of 1996, Blue Ledge sold the one remaining Morning
Star Estates lot for total
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
gross proceeds of $387,000 and recognized a profit of $184,702 or 48% on the
sale.
As previously stated under the Liquidity and Capital Resources - Real Estate
section, Blue Ledge sold five lots in the Hidden Meadows subdivision for a
profit of $345,308 or 40% of the gross sales price of these lots during the
first half of 1997. Blue Ledge sold three lots in the Hidden Meadows
subdivision for a profit of $368,315 or 49% of the gross sales price of $755,000
during the first half of 1996.
The Silver Mine Adventure opened the mine tour attraction to the public in
December, 1995 and the tour has been well received by visitors since its
opening. During the first six months of 1997, Silver Mine Adventure generated
revenues of $633,099 and incurred $891,051 in expenses as compared to revenues
of $620,979 and expenses of $1,038,978 for the same period in 1996. The Company
expects increased numbers of visitors to the tour as a result of 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 during
the balance of 1997 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 two such sales during the
first half of 1996 for gross proceeds of $975,000. After deducting the cost of
land and the net book value of the building sold of $184,861, the Company
recognized a profit of $790,139 or 81% on these sales. No such sale was
transacted during the first half of 1997.
The Company received $60,553 for contract services performed during the first
half of 1997 as compared to $34,945 within the same period in 1996. The increase
is the result of additional tunnel repair work being performed for a third
party.
Income from Royalties and Rentals increased 24% during the first six months of
1997 as compared to the first six months of 1996. This increase is attributable
to increased skier visits to the Park City and Deer Valley Ski Resorts which
lease ski terrain from the Company.
Decreased labor and material costs resulted in a decrease in mine maintenance
and administrative costs of approximately 20% during the first half of 1997 when
compared with the first half of 1996. The decrease in such costs is due to the
Company's allocation of personnel and resources to projects other than its
tunnel maintenance activities.
Charges for depreciation decreased 11% during the first six months of 1997 when
compared with the same period in 1996. This decrease is a result of certain
capital assets, used primarily in the Company's mine maintenance operations,
becoming fully depreciated.
The Company incurred interest in the amount of $45,433 on bank borrowings and
borrowings from third parties used to fund its operations during the six months
ended June 30, 1997. During the same period in 1996, the Company incurred
$18,030 in interest expense.
<PAGE>
PART II.
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held May 14, 1997, votes were cast as
follows for the election of directors:
<TABLE>
<CAPTION>
===============================================================
FOR WITHHELD *
- ---------------------------------------------------------------
<S> <C> <C>
Alan L. Gordon 2,536,772 5,819
- ---------------------------------------------------------------
Joseph S. Lesser 2,536,429 6,162
- ---------------------------------------------------------------
Edwin L. Osika, Jr. 2,536,855 5,736
- ---------------------------------------------------------------
William H. ("Hank") Rothwell 2,535,327 7,264
===============================================================
</TABLE>
* There were no abstentions or broker non-votes as to this election of
directors.
No other matters were submitted to be voted upon by the stockholders.
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.
On July 18, 1997, the Registrant filed a report on Form 8-K disclosing that the
Registrant had received a copy of a statement on Schedule 13D which had
previously been filed with the Securities and Exchange Commission with respect
to the acquisition through open market purchases by Labrador Partners L.P.,
Farley Capital L.P., and Stephen L. Farley (the "Reporting Persons") of 190,200
shares of the Capital Stock of the Registrant. Such purchases by the Reporting
Persons amounted to the acquisition of 7.0% of the outstanding Capital Stock of
the Registrant. Said report on Form 8-K is incorporated herein by reference.
<PAGE>
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.
- ----------------------------------
Edwin L. Osika, Jr.
Executive Vice President,
Secretary, and Treasurer
(Principal Financial Officer and
Duly Authorized Officer)
Date: August 13, 1997
---------------
<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 JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 95,602
<SECURITIES> 0
<RECEIVABLES> 235,371
<ALLOWANCES> 0
<INVENTORY> 268,151
<CURRENT-ASSETS> 1,098,227
<PP&E> 9,139,460
<DEPRECIATION> 4,219,251
<TOTAL-ASSETS> 16,387,901
<CURRENT-LIABILITIES> 1,895,212
<BONDS> 0
0
0
<COMMON> 27,045
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,387,901
<SALES> 855,000
<TOTAL-REVENUES> 1,777,590
<CGS> 509,692
<TOTAL-COSTS> 509,692
<OTHER-EXPENSES> 2,237,972
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,433
<INCOME-PRETAX> (1,015,507)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,015,507)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> (0.37)
</TABLE>
