<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, 2000 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: AS OF AUGUST 07, 2000: 3,249,411
SHARES
Transitional Small Business Disclosure Format (check one): Yes No X .
--- ---
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 2
PART I - FINANCIAL INFORMATION
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30,
2000
------------
<S> <C>
ASSETS:
Cash and cash equivalents .......................... $ 446,247
Accounts receivable ................................ 329,024
Prepaid expenses ................................... 43,486
Inventories ........................................ 88,131
Deferred income taxes .............................. 270,068
Other .............................................. 1,286
------------
1,178,242
------------
Real Estate:
Restricted Cash - Deer Crest ....................... 280,000
Hidden Meadows development ......................... 417,818
Deer Crest development ............................. 473,066
Deferred development costs - other ................. 3,363,481
------------
4,534,365
------------
Property and Equipment:
Mine shaft, buildings, and equipment ............. 4,022,300
Construction-in-progress ......................... 265,833
Resort facilities ................................ 58,077
Less accumulated depreciation .................... (3,766,057)
------------
580,153
Land less accumulated depletion of $1,062,190 ...... 13,486,609
Water rights ....................................... 400,000
------------
14,466,762
------------
Total assets .......................................... $ 20,179,369
============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 3
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30,
2000
------------
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts payable ................................. $ 533,989
Accrued liabilities .............................. 1,104,223
Bank notes payable ............................... 274,228
Accrued remediation costs ........................ 567,030
------------
Total liabilities ................................ 2,479,470
------------
Stockholders' equity:
Capital 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 .............................. (24,131,451)
------------
17,883,683
Less cost of treasury stock - 1,294 shares ....... (183,784)
------------
Total stockholders' equity ....................... 17,699,899
------------
Total liabilities and stockholders' equity ......... $ 20,179,369
============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
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,
2000 1999 2000 1999
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Lot sales ..................................... $ 138,000 $ -- $ 1,135,000 $ --
Contract services ............................. 48,823 47,336 106,040 103,439
Interest ...................................... 37,519 27,994 54,797 65,190
Royalties and rentals ......................... 67,000 25,532 163,260 113,931
Other ......................................... 25,151 15,608 98,704 31,719
----------- --------- ----------- -----------
316,493 116,470 1,557,801 314,279
----------- --------- ----------- -----------
Expenses:
Cost of lot sales and selling expense ......... 106,733 31,878 404,694 64,533
General and administrative costs .............. 338,808 235,225 678,708 467,930
Mine maintenance and administrative costs ..... 228,066 389,480 713,688 755,220
Contract services costs ....................... 38,349 19,377 78,007 66,514
Depreciation .................................. 13,773 28,789 28,760 58,108
Interest ...................................... 14,090 -- 28,544 --
----------- --------- ----------- -----------
739,819 704,749 1,932,401 1,412,305
----------- --------- ----------- -----------
Loss from continuing operations
(net of applicable income tax benefit
of $0 for each period) ........................ (423,326) (588,279) (374,600) (1,098,026)
----------- --------- ----------- -----------
Discontinued operation (see notes):
Loss from discontinued operation (net of
applicable income tax benefit of $0 for
each period) ................................ -- (137,949) -- (351,561)
----------- --------- ----------- -----------
Net loss ......................................... $ (423,326) $(726,228) $ (374,600) $(1,449,587)
=========== ========= =========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 5
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS, continued
(Unaudited)
<TABLE>
<CAPTION>
For Three Months Ended For Six Months Ended
---------------------------------- ----------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Basic and diluted net loss per share:
Loss from continuing operations ............... $ (.13) $ (.18) $ (.12) $ (.34)
Loss from discontinued operation .............. -- (.04) -- (.11)
------------- ------------- ------------- -------------
Basic and diluted net loss per share ............. $ (.13) $ (.22) $ (.12) $ (.45)
============= ============= ============= =============
Basic and diluted weighted average number of
shares outstanding .......................... 3,249,411 3,249,411 3,249,411 3,249,411
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 6
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For Six Months Ended
---------------------------------
June 30, June 30,
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss ................................................ $ (374,600) $(1,449,587)
----------- -----------
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation ......................................... 28,760 58,108
Increase (decrease) from changes in:
Restricted cash ................................... (280,000) --
Accounts receivable ............................... (250,785) (122,276)
Prepaid expenses, inventories and other assets .... 54,948 41,220
Subdivision development costs ..................... 58,405 (912)
Deferred development costs - other ................ (284,670) (757,311)
Accounts payable and accrued liabilities .......... 365,669 58,035
Accrued remediation costs ......................... (62,970)
Other ............................................. (49,726) --
Noncash charges and working capital changes of
discontinued operation .............................. -- 180,912
----------- -----------
Total adjustments .............................. (420,369) (542,224)
----------- -----------
Net cash used by operating activities .......... (794,969) (1,991,811)
----------- -----------
Cash flows from investing activities:
Construction-in-progress ................................ (4,520) (16,565)
Capital expenditures .................................... (64,337) (33,194)
Investing activities of discontinued operations ......... -- (28,005)
----------- -----------
Net cash used by investing activities .......... (68,857) (77,764)
----------- -----------
Cash flows from financing activities:
Proceeds from bank notes payable ........................ 274,228 --
----------- -----------
Net cash provided by financing activities ...... 274,228 --
----------- -----------
Net decrease in cash and cash equivalents .................. (589,598) (2,069,575)
Cash and cash equivalents-beginning of period .............. 1,035,845 3,890,474
----------- -----------
Cash and cash equivalents-end of period:
Total cash and cash equivalents ......................... 446,247 1,820,899
Discontinued operations ................................. (57,237)
----------- -----------
Cash and cash equivalents from continuing
operations-end of period .................................. $ 446,247 $ 1,763,662
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 7
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. These financial statements should be read in
conjunction with the 1999 Annual Report to Stockholders of United Park City
Mines Company (hereinafter "United Park" or "the Company" or "the Registrant")
and the Form 10-QSB for the period ended March 31, 2000.
B. MANAGEMENT'S REPRESENTATION
The consolidated balance sheet as of June 30, 2000 and the consolidated
statement of operations for the three month and six month periods ended June 30,
2000 and June 30, 1999 and the statement of cash flows for the six month periods
ended June 30, 2000 and 1999 have been prepared by the Registrant, without
audit. In the opinion of management, all adjustments necessary to present fairly
the financial position, results of operations, and cash flows at June 30, 2000
and for all periods presented, have been made.
NOTE 2 INDUSTRY SEGMENTS
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 and Real Estate. The
segment data here presented does not include intersegment revenues or charges
for corporate overhead costs.
<TABLE>
<CAPTION>
Mine
JUNE 30, 2000: Maintenance Real Estate Other Total
-------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue ................................ $ 146,073 $ 1,356,826 $ 54,902 $ 1,557,801
Operating income (loss) from
continuing operations(1) ............. (705,430) 791,359 (460,529) (374,600)
Identifiable assets .................... 605,217 18,060,180 1,513,972 20,179,369
Depreciation ........................... 19,784 1,861 7,115 28,760
Capital expenditures, including
deferred real estate development
costs ................................ 26,478 211,918 331,555 569,951
</TABLE>
<TABLE>
<CAPTION>
Mine
JUNE 30, 1999: Maintenance Real Estate Other Total
-------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue ................................ $ 135,280 $ 113,095 $ 65,904 $ 314,279
Operating income (loss) from
continuing operations(1) ............. (754,577) (43,551) (299,898) (1,098,026)
Identifiable assets .................... 810,491 16,922,005 2,699,222 20,431,718
Depreciation ........................... 41,128 1,765 15,215 58,108
Capital expenditures, including
deferred real estate development
costs ................................ 1,041 7,139 799,802 807,982
</TABLE>
(1) Earnings before taxes
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 8
UNITED PARK CITY MINES COMPANY AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 DISCONTINUED OPERATION
Effective November 1, 1999, the Company's Board of Directors made a strategic
decision to focus the Company's efforts on real estate development and to divest
itself of its wholly owned subsidiary Park City Silver Mine Adventure, Inc.
(hereinafter "Silver Mine Adventure"). The Company has sold, disposed of or
allocated all of the assets of the Silver Mine Adventure with the proceeds being
used to satisfy outstanding obligations of this subsidiary. Where applicable,
the assets that could be utilized in other segments of the Company's operations
were allocated to those segments. However, because of the unique nature of the
assets, the salvage values were negligible. There are no assets or liabilities
of the discontinued operation at June 30, 2000.
The results of the Silver Mine Adventure's operations have been classified as
discontinued operations for all of the periods presented in the Consolidated
Statement of Operations. The discontinued operation has also been segregated for
all periods presented in the Consolidated Statement of Cash Flows.
Revenues of the discontinued operation were $321,391 for the three-month period
ended June 30, 1999, and $546,633 for the six-month period ended June 30, 1999.
NOTE 4 RESTRICTED CASH - DEER CREST AND BANK NOTES PAYABLE
In February 2000, the Company obtained a financing commitment from a local bank
totaling $560,000, for the purpose of installing improvements to eight lots in
the Deer Crest development. Interest on the outstanding borrowings is paid
monthly from additional loan proceeds at 1/2 percent above the bank's prime
lending rate (prime rate was 9.5% at June 30, 2000). At June 30, 2000, the
outstanding principal balance was $216,224 including interest of $3,837.
Borrowings are collateralized by two Deer Crest lots with related improvements
and restricted cash of $280,000. The initial loan term ends March 1, 2002.
In May 2000, the Company received an additional financing commitment from the
same local bank totaling $725,000, for the purpose of installing improvements to
four other lots in the Deer Crest development. Interest on the outstanding
borrowings is paid monthly at 1/2 percent above the bank's prime lending rate
(prime rate was 9.5% at June 30, 2000). At June 30, 2000, the outstanding
principal balance was $58,004. Borrowings are collateralized by four Deer Crest
lots with related improvements. The initial loan term ends May 1, 2001.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL 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
CASH FLOW ANALYSIS
The Company's cash balance decreased $589,598 during the first six months of
2000, leaving a cash balance of $446,247 as of June 30, 2000. The Company will
use a portion of the June 30, 2000 cash balance along with a portion of the
proceeds from expected future real estate sales by Blue Ledge Corporation
(hereinafter "Blue Ledge") to fund its future operations. The Company is seeking
to secure a $1,000,000 line of credit with a local bank to provide for the
additional cash flow needs of the Company.
REAL ESTATE
The Company's wholly owned subsidiary Blue Ledge sold two of the remaining lots
in the Hidden Meadows subdivision and one lot in the Deer Crest development
project during the six-month period ended June 30, 2000. Blue Ledge recognized a
profit of $730,306 on the gross sales of $1,135,000 during the first half of
2000. The cash proceeds from these lot sales were used to fund some of the
Company's operations.
Blue Ledge completed another lot sale in the Hidden Meadows subdivision during
July of 2000 and has two Deer Crest lots under contract. The Deer Crest lots are
expected to close during August.
In July 1999, the Company signed a Letter of Understanding with Arizona based
DMB Associates, Inc. ("DMB") to pursue a joint venture partnership to develop
Flagstaff Mountain and Bonanza Mountain Resorts. DMB is an experienced real
estate development company with what the Company believes to be the personnel
and financial resources needed to develop the Company projects in a quality
manner. The Company signed the various agreements with DMB on June 15, 2000 that
will, upon satisfaction of certain conditions, commit a substantial portion of
the land and the deferred development costs to the joint venture.
MINE TOUR ATTRACTION - DISCONTINUED OPERATION
Effective November 1, 1999, the Company's Board of Directors made a strategic
decision to focus the Company's efforts on real estate development and to
terminate the unprofitable business activity of its wholly owned subsidiary,
Park City Silver Mine Adventure, Inc. The Company has sold, disposed of or
allocated all of the assets of the Silver Mine Adventure with the proceeds being
used to satisfy outstanding obligations of this subsidiary. Where applicable,
the assets that could be utilized in other segments of the Company's operations
were allocated to those segments. However, because of the unique nature of the
assets, the salvage values were negligible. (See Note 3 of the Consolidated
Financial Statements)
The results of the Silver Mine Adventure's operations have been classified
as a discontinued operation for all of the periods presented in the Consolidated
Statement of Operations. The discontinued operation has also been segregated for
all periods presented in the Consolidated Statement of Cash Flows.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
2000 COMPARED WITH 1999
As previously stated under the Liquidity and Capital Resources - Real Estate
section, Blue Ledge sold two lots in the Hidden Meadows subdivision and one lot
in the Deer Crest development project, for a profit of $730,306 or 64% of the
gross sales price of these lots, during the six-month period ended June 30,
2000. During the same period in 1999, Blue Ledge did not have any lot sales.
The Company's interest income decreased 16% during the first half of 2000 as a
result of smaller cash balances available for investment, offset partially by a
one time $38,214 charge to the Company's ski lease operators.
Royalties and rentals increased 43% due to increased ski lease and other land
use revenues as compared to those revenues for the same period in 1999.
Other revenues increased 211% during the first six months of 2000 when compared
to the same period in 1999. The increase is primarily the result of a new water
contract and a single item of approximately $41,000.
The first half of 2000 resulted in higher cost of lot sales and selling expense
because no lots where sold during the same period in 1999.
The general and administrative expenses increased 45%, when compared to the same
period in 1999. This increase is primarily the result of increased use of
management consultants and of professionals.
A one time decrease in property taxes of approximately $100,000 and a partially
offsetting increase of utility services are the primary reasons for an decrease
in the mine maintenance and administrative costs of approximately 5% during the
six-month period ended June 30, 2000, when compared with the same period in
1999.
The decrease in depreciation expense of 51% for the periods presented is the
result of assets being fully depreciated.
The increase in interest expense during the first half of 2000 over the same
period in 1999 is the result of having interest bearing obligations in 2000 that
did not exist during 1999.
The discontinued operation change in net loss is due to all Silver Mine
Adventure operations being discontinued by November 1, 1999.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 11
PART II.
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 2000 Annual Meeting of Shareholders of the Company was called to order
at 10:00 A.M., May 23, 2000. Represented at the meeting, in person or by proxy,
were 2,285,121 shares, or approximately 70% of the issued and outstanding shares
entitled to vote. The following business was transacted:
Election of Directors. Over 99% of the votes cast for directors were voted
for the election of the following directors. The number of votes for and
withheld with respect to each director was as follows:
<TABLE>
<CAPTION>
Votes For Votes Withheld
<S> <C> <C>
Alan L. Gordon 2,275,238 9,883
Joseph S. Lesser 2,275,352 9,769
William H. ("Hank") Rothwell 2,280,363 4,758
</TABLE>
Ratification of the appointment of Independent Certified Public
Accountants. Approved - 2,280,550 shares, approximately 99.8% of the shares
voting, voted to ratify the appointment of PricewaterhouseCoopers LLP as
independent certified public accountants for the Company. 3001 shares, less than
1% of the shares voting, voted against, and 1570 shares, less than 1% of the
shares voting, abstained from, the ratification of the Company's auditors.
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:
On June 30, 2000, the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission reporting the formation of a limited
liability company as part of the creation of a joint venture between the
registrant and DMB Park City, an affiliate of DMB Realco, LLC. The purpose of
the joint venture is to develop and market land for a luxury, multi-use
development in the Deer Valley and Park City ski resort areas of Utah.
<PAGE>
Form 10-QSB
United Park City Mines Company
June 30, 2000
Page 12
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/ Hank Rothwell /s/ Michael R. Salmond
----------------------------- -------------------------------
Hank Rothwell Michael R. Salmond
President, Chief Financial Officer
Chief Executive Officer
and Director
Date: August 11, 2000
