<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, 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: As of November 13, 1997: 3,045,711
shares -------------------------------------
- ------
Transitional Small Business Disclosure Format (check one): Yes ; No X .
---- ---
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 2
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1997
=============
ASSETS:
<S> <C>
Cash and cash equivalents......................... $4,118,425
Accounts receivable............................... 1,421
Proceeds receivable from rights offering.......... 577,728
Prepaid expenses.................................. 265,935
Material and supplies inventory................... 143,085
Deferred income taxes............................. 475,202
Other............................................. 99,463
----------
5,681,259
----------
Real Estate:
Subdivision development......................... 1,844,007
Deferred development costs...................... 1,014,634
----------
2,858,641
----------
Property and Equipment:
Mine shaft, buildings, and equipment............ 4,246,484
Mine tour attraction............................ 4,637,572
Construction-in-progress........................ 182,676
Resort facilities............................... 58,077
Less accumulated depreciation................... (4,292,516)
----------
4,832,293
----------
Land less accumulated depletion of $1,062,190..... 7,218,716
Water rights...................................... 400,000
----------
12,451,009
----------
Total assets...................................... $20,990,909
==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1997
=============
LIABILITIES AND STOCKHOLDERS' EQUITY:
<S> <C>
Accounts payable.................................. $ 551,291
Accrued liabilities............................... 625,319
Bank notes payable................................ 454,967
----------
Total liabilities............................... 1,631,577
----------
Stockholders' equity:
Common stock, $.01 par value:
Authorized: 3,750,000 shares
Issued: 2,705,711 shares...................... 27,057
Shares to be issued under rights offering:
340,000 shares................................ 3,400
Capital in excess of par value.................. 36,591,389
Accumulated deficit............................. (17,078,730)
----------
19,543,116
Less cost of treasury stock - 1,294 shares...... (183,784)
----------
Total stockholders' equity...................... 19,359,332
----------
Total liabilities and stockholders' equity........ $20,990,909
==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
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,
1997 1996 1997 1996
============== ================= =============== ================
<S> <C> <C> <C> <C>
Revenues:
Lot sales................................ $ 710,000 $ 855,000 $1,852,000
Mine tour attraction..................... $ 520,906 545,102 1,154,005 1,166,081
Sale of land and building................ 975,000
Contract services........................ 234 15,385 60,787 50,330
Interest................................. 5,495 631 11,427 3,621
Royalties and rentals.................... (35,501) 4,450 146,009 150,433
Other.................................... 16,899 9,486 58,395 125,205
-------------- ------------ ---------- ----------
508,033 1,285,054 2,285,623 4,322,670
-------------- ------------ ---------- ----------
Expenses:
Cost of lot sales and selling expense.... 69,459 380,039 579,151 969,022
Mine tour attraction..................... 454,628 575,017 1,345,679 1,613,995
Cost of land and building sold........... 184,861
General and administrative costs......... 39,737 243,729 637,416 857,147
Litigation costs......................... 19,206
Mine maintenance and administrative
costs.................................. 369,375 214,665 828,392 790,222
Contract services costs.................. 181 13,714 42,935 42,465
Depreciation............................. 114,345 139,698 361,816 418,937
Interest................................. 33,677 19,989 79,110 38,019
-------------- ------------ ---------- ----------
1,081,402 1,586,851 3,874,499 4,933,874
============== ============ ========== ==========
Net loss.................................. $ (573,369) $ (301,797) $(1,588,876) $ (611,204)
============== ============ ========== ==========
Net loss per share........................ $(0.19) $(0.11) $(0.56) $(0.22)
============== ============ ========== ==========
Weighted average number of shares
outstanding.............................. 2,955,314 2,721,418 2,812,800 2,721,418
============== ============ ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 5
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Nine Months Ended
==========================================
Sept. 30, Sept. 30,
1997 1996
=============== ================
<S> <C> <C>
Cash flows from operating activities:
Net loss.......................................................... $(1,588,876) $ (611,204)
----------- ---------
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation................................................... 361,816 418,937
Increase (decrease) from changes in:
Accounts receivable........................................... (533,773) 29,884
Prepaid expenses and inventory................................ (53,190) 117,274
Subdivision development costs................................. 443,325 606,239
Deferred development costs.................................... (152,826) (117,599)
Accounts payable and accrued liabilities...................... (275,284) (708,229)
Customer deposit and deferred revenue......................... (102,750)
Cost of land and net book value of building sold.............. 183,203
Other......................................................... (124,705) (3,244)
----------- ---------
Total adjustments......................................... (334,637) 423,715
----------- ---------
Net cash used by operating activities............................... (1,923,513) (187,489)
----------- ---------
Cash flows from investing activities:
Construction-in-progress.......................................... 8,007 (105,498)
Capital expenditures.............................................. (54,002) (448,004)
----------- ---------
Net cash used by investing activities............................... (45,995) (553,502)
----------- ---------
Cash flows from financing activities:
Proceeds from rights offering..................................... 4,862,272
Proceeds receivable from rights offering.......................... 577,728
Proceeds from sale of stock under employee option................. 28,644
Proceeds from bank notes payable.................................. 1,217,205
Principal payments on bank notes payable.......................... (431,116) (733,000)
----------- ---------
Net cash provided by financing activities........................... 5,037,528 484,205
----------- ---------
Net increase (decrease) in cash and cash equivalents................ 3,068,020 (256,786)
Cash and cash equivalents-beginning of period....................... 1,050,405 373,723
----------- ---------
Cash and cash equivalents-end of period............................. $ 4,118,425 $ 116,937
=========== =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 6
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
================================================================================
NOTE 1 CONDENSD 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 September 30, 1997, the consolidated
statement of operations for the three and nine month periods ended September 30,
1997 and 1996 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, 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>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================
LIQUIDITY AND CAPITAL RESOURCES
Rights Offering
- ---------------
During the third quarter of 1997, the Company conducted 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. In the Rights Offering, the Company issued to its
stockholders non-transferable Rights to subscribe for up to 340,000 additional
shares of its Capital Stock. Such Rights were 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 received one (1) Right for each eight (8)
shares of Capital Stock they owned on the Record Date. The Rights were not
transferable and they were not traded on any exchange. Each Right entitled the
holder thereof to subscribe for one (1) additional share of Capital Stock for
$16.00 and provided a right to subscribe for any shares which were unsubscribed
for in the Rights Offering.
Stockholders subscribed for all of the shares offered in the Rights Offering and
all of the 340,000 additional shares of the Company's Capital Stock offered in
the Rights Offering will be issued during the fourth quarter of 1997. The
Company raised approximately $5,440,000, before deducting expenses of the
offering.
Real Estate
- -----------
During the first nine months 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 $275,849 on the gross
sales of $855,000 during this nine month period. The cash proceeds from these
lot sales were used to repay bank notes and fund some of the Company's other
operations. The sale of these five lots occurred during the first six months of
the year. During the third quarter of 1997 and during the month of October,
1997, Blue Ledge entered into agreements to sell three additional lots and
expects to close the sale of these three additional lots during the fourth
quarter of 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 during the second quarter of
1997. As provided by Utah statues, the Company is pursuing its development
opportunities for this project in Summit County pursuant to an application which
the Company filed two years ago. 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 and may be used in the eventual development of
this project.
During the third quarter of 1997, the Company submitted to Wasatch County a
master plan for the development of a golf course and a 450 unit development in
the Bonanza Flats area of that County. The Company anticipates using a portion
of the proceeds from the Rights Offering to obtain approval for and development
of this project and other projects.
Cash Flow Analysis
- ------------------
The Company's cash balance increased $3,068,020 during the nine month period
ended September 30, 1997, resulting in a cash balance of $4,118,425 as of that
date. The increase in the cash balance was primarily due to the receipt of
proceeds from the Rights Offering. The Company did use some of its cash during
this period for capital expenditures and the repayment of short-term
indebtedness. Since September 30, 1997, the Company has used some of its cash
to repay all of its bank borrowings.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================================================
A portion of the September 30, 1997 cash balance along with a portion of the
proceeds from future real estate sales by Blue Ledge and receipts from its
wholly owned subsidiary Park City Silver Mine Adventure, Inc. (hereinafter
"Silver Mine Adventure") will be used to fund its future operations. The Company
believes that its existing capital resources and cash flows from operations will
be sufficient to meet its anticipated operating requirements into the near
future.
RESULTS OF OPERATIONS
1997 Compared with 1996
- -----------------------
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 $275,849 or 32% of the gross sales price of these lots during, the
period ended September 30, 1997. During the same period in 1996, Blue Ledge
sold six lots in the Hidden Meadows subdivision for a profit of $698,276 or 48%
of the gross sales price of these lots.
During the first nine 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 nine months of 1997, the Silver Mine Adventure generated
revenues of $1,154,005 and incurred $1,345,679 in expenses as compared to
revenues of $1,166,081 and expenses of $1,613,995 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 additional promotions during the fourth
quarter of 1997. The Company believes that Silver Mine Adventure 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 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 nine months of 1997.
The Company received $60,787 for contract services performed during the first
nine months of 1997 as compared to $50,330 for 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 decreased during the first three quarters of
1997 as compared to the same period in 1996. This decrease is attributable to
an accrual adjustment relating to ski lease revenue made during the third
quarter of 1997.
Decreased payroll, material and legal costs resulted in a decrease in general
and administrative costs of approximately 26% during the first nine months of
1997 when compared with the first nine months of 1996. The decrease in said
costs is primarily due to decreased staff and costs associated with research on
various projects for possible future development or operations.
Charges for depreciation decreased 14% during the first three quarters 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 $79,110 on bank borrowings and
borrowings from third parties used to fund its operations during the nine months
ended September 30, 1997. During the same period in 1996, the Company incurred
$38,019 in interest expense.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 9
PART II.
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On October 23, 1997, the Registrant received a copy of Amendment No. 2 to the
statement on Schedule 13D which had previously been filed with the Securities
and Exchange Commission ("Commission") by Labrador Partners L.P., Farley Capital
L.P., and Stephen L. Farley (the "Reporting Persons"). Such Amendment No. 2
related to additional shares of the Capital Stock of Registrant which had been
acquired through open market purchases by the Reporting Persons between August
22, 1997 and October 13, 1997. Said Amendment No. 2 reported that, including
the additional shares acquired between August 22, 1997 and October 13, 1997, the
Reporting Persons beneficially owned in the aggregate a total of 302,849 shares
or approximately 9.96% of the outstanding Capital Stock of the Registrant. Said
Amendment No. 2 also stated that the purpose of such acquisition of the Capital
Stock of the Registrant was for investment purposes. Said Amendment No. 2 to
the statement on Schedule 13D is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule for electronic filers is filed with this
Form 10-QSB pursuant to Item 601(c) of Regulation S-B.
(b) Reports on Form 8-K.
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 Commission with respect to the acquisition
through open market purchases by 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.
On September 16, 1997, the Registrant filed a report on Form 8-K disclosing that
the Registrant had received a copy of Amendment No. 1 to the statement on
Schedule 13D which had previously been filed with the Commission. Such
Amendment No. 1 related to additional shares of the Capital Stock of Registrant
which had been acquired by the Reporting Persons through open market purchases.
Said Amendment No. 1 reported that, together with such additional purchases, the
Reporting Persons beneficially owned an aggregate amount of 224,800 shares or
approximately 8.3% of the outstanding Capital Stock of the Registrant. Said
report on Form 8-K is incorporated herein by reference.
<PAGE>
Form 10-QSB
United Park City Mines Company
September 30, 1997
Page 10
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: November 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 September 30, 1997 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,118,425
<SECURITIES> 0
<RECEIVABLES> 579,149
<ALLOWANCES> 0
<INVENTORY> 143,085
<CURRENT-ASSETS> 5,681,259
<PP&E> 9,124,809
<DEPRECIATION> 4,292,516
<TOTAL-ASSETS> 20,990,909
<CURRENT-LIABILITIES> 1,631,577
<BONDS> 0
0
0
<COMMON> 30,457
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 20,990,909
<SALES> 855,000
<TOTAL-REVENUES> 2,285,623
<CGS> 579,151
<TOTAL-COSTS> 579,151
<OTHER-EXPENSES> 3,216,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 79,110
<INCOME-PRETAX> (1,588,876)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,588,876)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,588,876)
<EPS-PRIMARY> (0.54)
<EPS-DILUTED> (0.54)
</TABLE>
