<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, 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
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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
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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 .
--- ---
(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>
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1997
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<S> <C>
ASSETS:
Cash and cash equivalents............... $ 70,291
Accounts receivable..................... 140,316
Prepaid expenses........................ 190,187
Inventories............................. 131,603
Deferred income taxes................... 475,202
Other................................... 23,901
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1,031,500
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Real Estate:
Hidden Meadows development............ 2,196,507
Deferred development costs............ 875,373
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3,071,880
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Property and Equipment:
Mine shaft, buildings, and equipment.. 4,118,531
Mine tour attraction.................. 4,739,957
Construction-in-progress.............. 171,708
Resort facilities..................... 58,077
Less accumulated depreciation......... (4,103,672)
-----------
4,984,601
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Land less accumulated depletion of
$1,062,190............................. 7,218,716
Water Rights............................ 400,000
-----------
7,618,716
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Total assets............................ $16,706,697
===========
</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)
March 31,
1997
------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable.................................. $ 652,719
Accrued liabilities............................... 375,432
Bank notes payable................................ 795,580
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Total liabilities............................... 1,823,731
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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............................. (16,086,452)
------------
15,066,750
Less cost of treasury stock - 1,294 shares...... (183,784)
------------
Total stockholders' equity...................... 14,882,966
------------
Total liabilities and stockholders' equity........ $ 16,706,697
============
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
-----------------------
March 31, March 31,
1997 1996
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<S> <C> <C>
Revenues:
Lot sales.............................. $ 185,000 $ 687,000
Mine tour attraction................... 292,651 302,607
Sale of land and building.............. 950,000
Interest............................... 6,210 1,820
Royalties and rentals.................. 98,625 98,120
Contract services...................... 43,716
Other.................................. 4,573 1,427
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630,775 2,040,974
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Expenses:
Cost of lot sales and selling expenses. 114,376 350,036
Mine tour attraction................... 380,832 541,594
Cost of land and building sold......... 179,959
General and administrative costs....... 264,752 286,500
Litigation costs....................... 18,916
Mine maintenance and administrative
costs................................. 278,839 314,226
Contract services costs................ 36,430
Depreciation........................... 123,831 136,558
Interest............................... 28,312 7,411
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1,227,372 1,835,200
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Income (loss) before income tax......... (596,597) 205,774
Income tax expense..................... 70,000
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Net income (loss)....................... $ (596,597) $ 135,774
========== ==========
Net income (loss) per share............. $(0.22) $0.05
========== ==========
Weighted average number of shares
outstanding............................ 2,701,544 2,701,544
========== ==========
</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 Three Months Ended
------------------------
March 31, March 31,
1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss)..................... $ (596,597) $ 135,774
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Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Depreciation....................... 123,830 136,558
Deferred income taxes.............. 70,000
Increase (decrease) from changes in:
Accounts receivable............... (94,941) (95,278)
Prepaid expenses and inventory.... 34,040 28,867
Subdivision development costs..... 90,825 306,623
Deferred development costs-other.. (13,565) (27,430)
Accounts payable and accrued
liabilities...................... (423,743) (1,052,716)
Cost of land & net book value of
building sold.................... 178,301
Other............................. 1,025
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Total adjustments............. (283,554) (454,050)
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Net cash used by operating activities... (880,151) (318,276)
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Cash flows from investing activities:
Construction-in-progress.............. 18,975 (18,536)
Capital expenditures.................. (23,434) (287,154)
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Net cash used by investing activities... (9,459) (305,690)
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Cash flows from financing activities:
Proceeds from bank note payable....... 1,996 658,504
Principal payments on bank note
payable.............................. (92,500) (150,000)
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Net cash provided (used) by financing
activities............................. (90,504) 508,504
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Net decrease in cash and cash
equivalents............................ (980,114) (115,462)
Cash and cash equivalents-beginning of
period................................. 1,050,405 373,723
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Cash and cash equivalents-end of
period................................. $ 70,291 $ 258,261
========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
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 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 March 31, 1997, the consolidated statement
of operations for the three month periods ended March 31, 1997 and 1996 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, 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.
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
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LIQUIDITY AND CAPITAL RESOURCES
Real Estate
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The Company's wholly owned subsidiary Blue Ledge Corporation (hereinafter "Blue
Ledge") finalized the sale of one lot in the Hidden Meadows subdivision during
the first three months of 1997. Blue Ledge recognized a profit of $70,624 on the
gross sale of $185,000. The cash proceeds from this lot sale were used to repay
bank notes and fund some of the Company's other operations.
Since the end of the first quarter of 1997, Blue Ledge finalized the sale of
three additional lots in the Hidden Meadows subdivision and has an additional
lot under contract to sell. The cash proceeds from these lot sales will be used
to repay bank notes and fund some of the Company's other operations.
The Company continues to pursue the annexation and approval of its real estate
development project known as Flagstaff Mountain in Deer Valley and expects the
City of Park City to act upon the Company's request for annexation and master
plan approval during 1997.
Cash Flow Analysis
- ------------------
The Company's cash balance decreased $980,114 during the first three months of
1996, leaving a cash balance of $70,291 as of March 31, 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
March 31, 1997 cash balance along with a portion of the proceeds from future
real estate sales by Blue Ledge, receipts from its wholly owned subsidiary Park
City Silver Mine Adventure, Inc. (hereinafter "Silver Mine Adventure"),
additional borrowings, and a possible recapitalization of the Company to fund
its future operations. 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 1997.
RESULTS OF OPERATIONS
1997 Compared with 1996
- -----------------------
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 $70,624 or 38% of the gross sales price during the first quarter of 1997.
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.
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.
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 three months of 1997, Silver Mine Adventure generated
revenues of $292,651 and incurred $380,832 in expenses as compared to revenues
of $302,607 and expenses of $541,594 for the same period in 1996. 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 1997 and contribute to the Company's cash flows in the future.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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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. No such sale was transacted
during the first three months of 1997.
The Company's interest income increased 241% during the first three months of
1997, when compared with the first three months of 1996. The increase in
interest income is due to larger cash balances available for investment during
1997.
During the first quarter of 1997, the Company performed contract services work
which generated $43,716 in revenues. During the same period in 1996, the Company
did not perform any contract services work
General and administrative expense decreased 8% during 1997, when compared with
1996. The decrease is primarily due to decreased staff and decreased 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 to
dispose of the remaining aspects of the Resort Litigation. This litigation was
dismissed with prejudice in 1995 (refer to the Company's 1996 Annual Report to
Stockholders for a more complete description). The Company did not incur legal
fees in connection with this litigation during the first quarter of 1997 and
does not anticipate additional legal fees for this matter in the future.
The Company's mine maintenance and administrative costs decreased approximately
11% during the first quarter of 1997 when compared with the first quarter of
1996. This decrease is primarily the result of the reallocation of personnel
and material to the performance of contract services work for third parties.
Charges for depreciation decreased 9% during the first three months of 1997 when
compared with the same period in 1996. This decrease is a result of capital
assets used in the Company's mine maintenance operations becoming fully
depreciated.
The Company incurred interest in the amount of $28,312 on bank borrowings used
to fund its operations during the first quarter of 1997 as compared to $7,411 in
interest during the first quarter of 1996.
<PAGE>
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
STEVEN AND SUSAN MEGUR V. UNITED PARK CITY MINES COMPANY, BLUE LEDGE
CORPORATION, ET AL.
Civil No. 94-C-1026B, United States District Court for Utah
On May 6, 1997, the United States District Court for Utah entered final judgment
in favor of defendant Blue Ledge Corporation and dismissed the cause of action
of plaintiffs Steven and Susan Megur. (Refer to the Registrant's 1996 Annual
Report to Stockholders for a more complete description of the case.)
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.
- ------------------------------------
Edwin L. Osika, Jr.
Executive Vice President,
Secretary, and Treasurer
(Principal Financial Officer and
Duly Authorized Officer)
Date: May 12, 1997
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<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 March 31, 1997 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 70,291
<SECURITIES> 0
<RECEIVABLES> 140,316
<ALLOWANCES> 0
<INVENTORY> 131,603
<CURRENT-ASSETS> 1,031,500
<PP&E> 9,088,273
<DEPRECIATION> 4,103,672
<TOTAL-ASSETS> 16,706,697
<CURRENT-LIABILITIES> 1,823,731
<BONDS> 0
0
0
<COMMON> 27,015
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,706,697
<SALES> 477,651
<TOTAL-REVENUES> 630,775
<CGS> 114,376
<TOTAL-COSTS> 114,376
<OTHER-EXPENSES> 1,084,684
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,312
<INCOME-PRETAX> (596,697)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (596,597)
<EPS-PRIMARY> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
