<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, 1999 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)
(435) 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: 3,249,411, as of August 11, 1999.
Transitional Small Business Disclosure Format (check one): Yes ____; No X .
---
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 2
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE> <CAPTION>
<S> <C>
June 30,
1999
-------------
ASSETS:
Cash and cash equivalents............................................................ $1,820,899
Accounts receivable.................................................................. 176,091
Prepaid expenses..................................................................... 132,114
Material and supplies inventories.................................................... 196,712
Deferred income taxes................................................................ 270,068
Other................................................................................ 21,100
-------------
2,616,984
-------------
Real Estate:
Hidden Meadows development costs................................................... 858,207
Deer Crest development............................................................. 504,502
Deferred development costs - other................................................. 2,732,453
-------------
4,095,162
-------------
Property and Equipment:
Mine shaft, buildings, and equipment............................................... 4,091,863
Mine tour attraction............................................................... 4,977,453
Construction-in-progress........................................................... 252,533
Resort facilities.................................................................. 58,077
Less accumulated depreciation...................................................... (5,157,558)
-------------
4,222,368
Land less accumulated depletion of $1,062,190........................................ 12,994,722
Water rights......................................................................... 400,000
-------------
17,617,090
-------------
Total assets......................................................................... $24,329,236
=============
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30,1999
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE> <CAPTION>
<S> <C>
June 30,
1999
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable..................................................................... $ 403,343
Accrued liabilities.................................................................. 724,079
-----------
Total liabilities................................................................ 1,127,422
-----------
Stockholders' equity:
Common stock, $.01 par value:
Authorized: 3,750,000 shares
Issued: 3,249,411 shares...................................................... 32,494
Capital in excess of par value................................................... 41,982,640
Accumulated deficit.............................................................. (18,629,536)
-----------
23,385,598
Less cost of treasury stock - 1,294 shares (at cost)............................. (183,784)
-----------
Total stockholders' equity....................................................... 23,201,814
-----------
Total liabilities and stockholders' equity........................................... $24,329,236
===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 4
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,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Lot sales................................ $ 385,000 $1,090,000
Mine tour attraction..................... $ 321,391 355,296 $ 546,633 631,773
Interest................................. 27,994 36,755 65,190 71,654
Royalties and rentals.................... 25,532 48,755 113,931 142,005
Contract services........................ 47,336 14,741 103,439 62,666
Other.................................... 15,608 3,135 31,719 6,084
---------- ---------- ---------- ----------
437,861 843,682 860,912 2,004,182
---------- ---------- ---------- ----------
Expenses:
Cost of lot sales and selling expense.... 31,878 186,328 64,533 603,896
Mine tour attraction..................... 347,670 390,020 675,575 745,221
General and administrative costs......... 235,225 279,519 467,930 514,503
Mine maintenance and administrative
costs.................................. 400,934 347,895 778,128 611,155
Contract services costs.................. 19,377 (3,263) 66,514 37,282
Depreciation............................. 129,005 129,814 257,819 260,087
Interest................................. 11,533 25,607
---------- ---------- ---------- ----------
1,164,089 1,341,846 2,310,499 2,797,751
---------- ---------- ---------- ----------
Loss before income tax.................... $ (726,228) $ (498,164) $(1,449,587) $ (793,569)
Income tax benefit....................... 0 0 0 0
---------- ---------- ---------- ----------
Net loss.................................. $ (726,228) $ (498,164) $(1,449,587) $ (793,569)
========== ========== ========== ==========
Net loss per share: Basic and diluted..... $(0.22) $(0.16) $(0.45) $(0.25)
========== ========== ========== ==========
Weighted average number of shares
outstanding: Basic and diluted........... 3,249,411 3,194,266 3,249,411 3,194,266
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 5
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Six Months Ended
-----------------------------------
June 30, June 30,
1999 1998
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss.......................................................... $(1,449,587) $ (793,569)
----------- ----------
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation................................................... 257,819 260,087
Increase (decrease) from changes in:
Accounts receivable........................................... (120,680) (63,561)
Prepaid expenses and inventory................................ 28,155 76,432
Hidden Meadows development costs.............................. 471,710
Deer Crest development costs.................................. (912)
Deferred development costs-other.............................. (757,311) (372,596)
Accounts payable and accrued liabilities...................... 50,705 (256,841)
Contracts payable............................................. (65,000)
----------- ----------
Total adjustments......................................... (542,224) 50,231
----------- ----------
Net cash used by operating activities............................... (1,991,811) (743,338)
----------- ----------
Cash flows from investing activities:
Construction-in-progress.......................................... (16,565) (20,395)
Capital expenditures.............................................. (48,935) (35,455)
Land purchase..................................................... (12,264)
----------- ----------
Net cash used by investing activities............................... (77,764) (55,850)
----------- ----------
Cash flows from financing activities:
Costs related to issuing stock for land........................... (45,294)
----------- ----------
Net cash used by financing activities............................... (45,294)
----------- ----------
Net decrease in cash and cash equivalents........................... (2,069,575) (844,482)
Cash and cash equivalents-beginning of period....................... 3,890,474 3,360,878
----------- ----------
Cash and cash equivalents-end of period............................. $ 1,820,899 $2,516,396
=========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
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 1998 Annual Report on Form 10-KSB 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, 1999 and the consolidated
statements of operations and cash flows for the three month periods ended June
30, 1999 and June 30, 1998 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 as of June 30, 1999 and for all periods
presented have been made.
NOTE 2 LAND ACQUISITION
The Company acquired the assets of New Quincy Mining Company and Lucky Bill
Mining Company during the first quarter of 1998. The acquired assets consisted
of approximately 212 acres of land within the area of the Company's Flagstaff
Mountain Resort. The Company exchanged 203,700 shares of its capital stock for
the land.
NOTE 3 INDUSTRY SEGMENTS
During 1998, the Company adopted Statement of Financial Accounting Standard No.
131, "Disclosures about Segments of an Enterprise and Related Information." The
Company's reportable segments are strategic business units that offer different
products and services. They are managed separately because each business
requires different technology and marketing strategies. The Company is
organized into the following industry segments, and management accounts for
revenues and expenses from these activities separately and evaluates each of the
following segments based upon performance: Mine Maintenance, Real Estate and
Mine Tour. The segment data here presented does not include intersegment
revenues or charges for corporate overhead costs.
<TABLE>
<CAPTION>
June 30, 1999: Mine Maint. Real Estate Mine Tour Other Total
- ------------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Revenue............................. $ 124,362 $ 113,095 $ 546,633 $ 76,822 $ 860,912
Operating income (loss)/1/.......... (437,444) (43,551) (351,561) (617,031) (1,449,587)
Identifiable assets................. 810,491 16,922,005 3,897,518 2,699,222 24,329,236
June 30, 1998: Mine Maint. Real Estate Mine Tour Other Total
- ------------- ----------- ----------- ---------- ---------- -----------
Revenue............................. $ 63,290 $ 1,232,548 $ 631,773 $ 76,571 $ 2,004,182
Operating income (loss)/1/.......... (488,499) 496,118 (323,840) (477,348) (793,569)
Identifiable assets................. 838,643 15,420,602 4,187,695 3,570,928 24,017,868
/1/Earnings before taxes
</TABLE>
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANACIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
This Form 10-QSB may contain trend information and forward-looking statements
that involve risks and uncertainties. The actual results of operations of the
Company could differ materially from the Company's historical results of
operations and those discussed in such forward-looking statements as a result of
certain factors set forth in this section and elsewhere in this Form 10-QSB,
including information incorporated by reference.
Liquidity and Capital Resources
Real Estate
- -----------
The Company's wholly owned subsidiary Blue Ledge Corporation (hereinafter "Blue
Ledge") closed the sale of five lots in the Hidden Meadows subdivision during
the first six months of 1998. Blue Ledge recognized a profit of $486,104 on
gross sales of $1,090,000. The cash proceeds from these lot sales were used to
fund some of the Company's operations. Blue Ledge did not sell any lots in the
Hidden Meadows subdivision during the first and second quarters of 1999.
Since the end of the second quarter of 1999, Blue Ledge has accepted earnest
money and entered into contracts for the sale of three lots in the Hidden
Meadows subdivision and one lot in the Deer Crest development project. These
sales are expected to close during the third and fourth quarters of 1999. The
cash proceeds from these lot sales will also be used to fund some of the
Company's operations.
During the second quarter of 1999, the Company received approval of the
annexation and master plan for the Flagstaff Mountain Resort development from
Park City Municipal Corporation ("Park City"). As approved, the Flagstaff
Mountain Resort will be developed with features which include the following:
.a European-style mountain village with a hotel, retail space and multi-
family units, including town houses and condominiums;
.single-family dwellings with ski-in, ski-out accessibility;
.high-speed gondola;
.new ski runs; and
.hiking and biking trails.
The Company continues to pursue the necessary approvals for the balance of the
master planned development known as Bonanza Mountain Resort with Wasatch County.
Also during the second quarter of 1999, the Company signed a letter of intent
with DMB Inc. of Scottsdale, Arizona, for a joint venture to develop the
Company's Flagstaff Mountain Resort and Bonanza Mountain Resort. The Company
and DMB Inc. are in the phased process of performing the necessary due diligence
and, upon successfully completing that phase, will begin negotiating a
definitive agreement.
Cash Flow Analysis
- ------------------
The Company's cash balance decreased $2,069,575 during the first six months of
1999, leaving a cash balance of $1,820,899 as of June 30, 1999. During the
first half of 1999, the Company's operating activities used cash of $1,991,811
as compared to cash used in 1998 for the same period of $743,338. The Company
will use a portion of the June 30, 1999 cash balance along with a portion of the
proceeds from future real estate sales by Blue Ledge and revenues from its
wholly owned subsidiary Park City Silver Mine Adventure, Inc. (hereinafter
"Silver Mine Adventure") 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 for the balance of
1999.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Year 2000 Compliance
- --------------------
The Company is currently completing the final updates to and testing of its
information systems (computers and software) which correct or minimize the
Company's risk with regard to the Year 2000 issue. The costs associated with
updating and correcting its computers and software are not expected to exceed
$35,000 and the Company expects to be compliant by September 30, 1999.
Results of Operations
1999 Compared with 1998
- -----------------------
During the first six months of 1999, the Silver Mine Adventure generated
revenues of $546,633 and incurred $675,575 in expenses as compared to revenues
of $631,773 and expenses of $745,221 for the same period in 1998. The decrease
in revenues of 13% is primarily the result of a change in operating the Silver
Mine Adventure from seven (7) days a week during the first half of 1998 to five
(5) days a week for the same period in 1999. While the Silver Mine Adventure
has not achieved profitability to date, the Company expects its continued
implementation of cost efficiencies and increased promotions during the summer
tourist season will increase the Company's revenues.
Blue Ledge sold five lots in the Hidden Meadows subdivision for a profit of
$486,104 or 45% of the gross sales price during the first six months of 1998.
Blue Ledge did not sell any lots in the Hidden Meadows subdivision during the
first half of 1999. However, Blue Ledge incurred expenses associated with
holding, managing and marketing the unsold lots of $64,533 during the first and
second quarters of 1999.
The Company's interest income decreased 9% during the first half of 1999, when
compared with the same period in 1998. The decrease in interest income is due
to smaller cash balances available for investment during the first six months of
1999.
Royalties and rentals decreased $28,074 during the first six months of 1999 as
compared to the same period in 1998 primarily as a result of an accrual
adjustment for the 1998 period.
During the period of January 1 through June 30, 1999, Contract Services
increased 65% over the same period in 1998. The increase is due to additional
tunnel maintenance work being performed for a third party.
Other revenues increased $25,635 during the six month period ended June 30, 1999
when compared to the same period in 1998. The increase is primarily the result
of the Company's receipt of additional revenues from the rental of water rights.
General and administrative expense decreased 9% during the first and second
quarters of 1999, when compared with the same period in 1998. The decrease is
primarily due to decreased costs associated with research on various projects
for possible future development and operations.
Increased labor and material costs resulted in an increase in mine maintenance
and administrative costs of approximately 27% during the first half of 1999 when
compared with the first half of 1998. The increase in such costs is due to the
Company's allocation of personnel and resources to its tunnel maintenance
activities.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 1999
Page 9
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Sandra Shelton v. Park City Silver Mine Adventure, Inc., United Park City Mines
Company, et al.
Civil No. 2:99-CV-0200K, United States District Court for the District of Utah
On May 19, 1999, the Silver Mine Adventure and the Company filed Motions to
Dismiss this action with the Court and argued the Motions before the Court on
July 19, 1999. The Court subsequently dismissed without prejudice the
Plaintiff's claims. It is possible that the Plaintiff may refile her action in
the future. (Refer to the Registrant's 1998 Annual Report on Form 10-KSB for a
more complete description of the case.)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held July 21, 1999, votes were cast as
follows for the election of directors:
<TABLE> <CAPTION>
FOR WITHHELD *
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Alan L. Gordon 3,115,497 4,449
- ---------------------------------------------------------------------------------------------------------
Joseph S. Lesser 3,114,575 5,371
- ---------------------------------------------------------------------------------------------------------
Edwin L. Osika, Jr. 3,114,337 5,609
- ---------------------------------------------------------------------------------------------------------
William H. ("Hank") Rothwell 3,115,598 4,348
- ---------------------------------------------------------------------------------------------------------
</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
(a) Exhibits filed with this Form 10-QSB:
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 filed during the period covered by this Form 10-QSB:
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
June 30, 1999
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. /s/ Michael R. Salmond
- ----------------------------------- -----------------------------------
Edwin L. Osika, Jr. Michael R. Salmond
Executive Vice President, Controller
Secretary, and Treasurer (Principal Accounting Officer)
(Principal Financial Officer and
Duly Authorized Officer)
Date: August 12, 1999
---------------
<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, 1999 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,820,899
<SECURITIES> 0
<RECEIVABLES> 176,091
<ALLOWANCES> 0
<INVENTORY> 196,712
<CURRENT-ASSETS> 2,616,984
<PP&E> 9,379,926
<DEPRECIATION> 5,157,558
<TOTAL-ASSETS> 24,329,236
<CURRENT-LIABILITIES> 1,127,422
<BONDS> 0
0
0
<COMMON> 32,494
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 24,329,236
<SALES> 0
<TOTAL-REVENUES> 860,912
<CGS> 64,533
<TOTAL-COSTS> 64,533
<OTHER-EXPENSES> 2,245,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,449,587)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,449,587)
<EPS-BASIC> (0.45)
<EPS-DILUTED> (.045)
</TABLE>
