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Utah Resources International Inc – ‘10KSB’ for 12/31/97

As of:  Monday, 3/30/98   ·   For:  12/31/97   ·   Accession #:  950137-98-1285   ·   File #:  0-09791

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/30/98  Utah Resources International Inc  10KSB      12/31/97    2:115K                                   Bowne Boc/FA

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       52    231K 
 2: EX-27       Financial Data Schedule                                1      8K 


10KSB   —   Annual Report — Small Business
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 1. Description of Business
7Share Exchange Agreement
13Item 2. Description of Property
14Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
17Item 5. Market for Common Equity and Related Stockholder Matters
18Item 6. Management's Discussion and Analysis or Plan of Operation
19Item 7. Financial Statements
"Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CENTRAL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
22Item 10. Executive Compensation
23Item 11. Security Ownership of Certain Beneficial Owners and Management
25Item 12. Certain Relationships and Related Transactions
26Item 13. Exhibits and Reports on Form 8-K
34Common Stock
40Earnings Per Share
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FORM 10-KSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended DECEMBER 31, 1997 Commission file number UTAH RESOURCES INTERNATIONAL, INC. (Name of small business issuer in its charter) Utah 87-0273519 ---- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 297 W. Hilton Drive, Suite #4 St. George, Utah 84770 ---------------------- (Address of principal executive offices including zip code) Issuer's telephone number: (801) 628-8080 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Class -------------- Common Stock Par Value $.10 Per Share Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. (1) Yes X No --- --- (2) Yes X No --- --- Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge,
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in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendments of this Form 10-KSB. [ ] Issuer's revenues for its most recent 1997 Fiscal Year was $954,420. The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, based on the last sales transaction prior to year end 1997, which occurred December 29, 1997, at approximately $1.25 per share, is $1,148,232.50. The number of shares of Common Stock, $.10 par value, outstanding on November 19, 1997 was 2,522,808 shares. DOCUMENTS INCORPORATED BY REFERENCE PART OF FORM 10-KSB DOCUMENT ------------------- -------- PART I None PART II None PART III Item 13 - Exhibits and Exhibits as specified in Reports on Form 8-K Item 13 of this Report 2
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PART I ITEM 1. DESCRIPTION OF BUSINESS. (a) Business Development. Form and Year of Organization Utah Resources International, Inc. ("URI" or the "Company") is a Utah corporation, organized in 1966 as Utah Industrial, Inc. It was renamed Utah Resources International, Inc. in 1969. The Company's executive offices are located at 297 W. Hilton Drive, Suite #4, St. George, Utah 84770. Stock Purchase Agreement - July 3, 1996 On April 5, 1996, Inter-Mountain Capital Corporation, a Delaware corporation wholly owned by John Fife ("IMCC"), entered into a Letter of Intent with the Company (the "Letter of Intent"), whereby IMCC agreed, if certain conditions were met, to purchase a 51% interest in the Company at a purchase price of $3.35 per share. One of the conditions for consummating the transaction contemplated by the Letter of Intent was the spinoff of Midwest Railroad Construction and Maintenance Corporation ("Midwest"). Pursuant to the Letter of Intent, IMCC agreed to pay 10% of the purchase price at closing with the remaining 90% owing to be evidenced by a five year promissory note. The Letter of Intent also provided that the Company grant IMCC a ten year option to purchase an additional 150,000 or more shares of URI's stock, so that IMCC, at all times would have the right to own a 51% interest in the Company. The Letter of Intent also provided that subsequent to the closing and subject to financing and other conditions, the Company would cause either a: (i) 12,500 to 1 share reverse split of the Company's stock, at $3.35 per share, with fractional shareholders given the option to round-up and maintain their shareholder status; or (ii) tender offer for its shares at $3.35 per share subject to certain payment options. Under the terms of the Letter of Intent, the Company agreed to indemnify IMCC and its shareholders and directors from and against any liability to the Company's shareholders, officers and/or directors arising out of IMCC's negotiation, execution and/or consummation of the Letter of Intent, the Stock Purchase Agreement and the transactions contemplated by the Letter of Intent. Furthermore, IMCC agreed to take all actions necessary to cause the Company to honor the Company's obligations to indemnify its officers and directors to the fullest extent permitted by law, including, but not limited to, the advancement of their legal fees and costs in connection with all present and future litigation involving them in their capacities as officers and directors of the Company. The Company entered into the Letter of Intent on April 5, 1996. On April 16, 1996, IMCC filed its Schedule 13D informing the Company's shareholders of its intent to engage in the two step transaction consisting of the acquisition of a majority interest and conducting a reverse stock split or a tender offer. It also gave notice of IMCC's intent to cause a class of securities of the Company to be delisted from a national securities exchange or cause a class of securities to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. In 3
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order to obtain a copy of the Letter of Intent and for a more detailed description of the terms of the Letter of Intent, see Schedule 13D filed by IMCC with the SEC on April 16, 1996. The Company entered into the Letter of Intent over the objections of Mark Jones and Jenny Morgan, being two directors of the Company. On May 17, 1996, Mark G. Jones, a shareholder and director of the Company at the time and controlling shareholder of Mark Technologies Corporation, brought a shareholders derivative suit captioned as Mark Technologies Corp., et --------------------------- al. v. Utah Resources International, Inc. et al., which was filed as Civil No. ------------------------------------------------ 96-090-3332CV in the Third Judicial Court of Salt Lake County, Utah (the "Second State Action") against the Company, E. Jay Sheen, R. Dee Erickson and Lyle Hurd, directors of the Company and IMCC. The Second State Action, included, among other things, a request for the issuance of a temporary restraining order and injunction against the transactions contemplated in the Letter of Intent. On or about June 26, 1996, the Company entered into two settlement agreements. The first settlement agreement was by and among the Company, John H. Morgan, Jr., Daisy R. Morgan, IMCC, John Fife, Robinson & Sheen, L.L.C., R. Dee Erickson, Lyle D. Hurd, and E. Jay Sheen (the "Morgan Settlement Agreement"), whereby certain disputes among the parties were resolved and settled and the parties agreed to use their best efforts to terminate the 1993 Settlement Agreement, as defined below. A copy of the Morgan Settlement Agreement is attached as Exhibit 10.37 to the Company's Form 10-KSB for the fiscal year ending December 31, 1995, filed with the SEC on January 8, 1997. The "1993 Settlement Agreement" was the result of the settlement of a shareholders' derivative action captioned as Ernest Muth, et al. v. John H. ------------------------------ Morgan, Jr. et al., which was filed as Civil Number C-87-1632 in the Third ------------------ Judicial District Court of Salt Lake County, Utah (the "First State Action"), where plaintiffs therein alleged, among other things, that the officers and directors of the Company committed various breaches of their fiduciary duties to the Company. A settlement agreement in the First State Action was entered on April 6, 1993 (the "1993 Settlement Agreement"). On or about July 21, 1995, attorneys for the Company on behalf of the Company filed an action against John H. Morgan, Jr., and Daisy R. Morgan, directors of the Company, to enforce the 1993 Settlement Agreement in the First State Action which resulted in certain findings of fact and conclusions of law and an order enforcing the 1993 Settlement Agreement entered by Judge Michael R. Murphy on October 4, 1995 (the "Murphy Order"). The Murphy Order was appealed by John H. Morgan, Jr. and Daisy R. Morgan and cross-appealed by the Company. An Order to Show Cause was subsequently filed in the First State Action on behalf of the Company by attorneys for the Company against John H. Morgan, Jr., Daisy R. Morgan, Mark G. Jones and others (the "Order to Show Cause"). The second settlement agreement was by and among the Company, R. Dee Erickson, E. Jay Sheen, Lyle D. Hurd, Mark G. Jones, Mark Technologies Corporation, Anne Morgan, Victoria Morgan, IMCC, John Fife and Robinson & Sheen, L.L.C. (the "1996 Settlement Agreement), whereby the parties, among other things, agreed to dismiss the Second State Action and to use their best efforts to terminate the 1993 Settlement Agreement and to settle certain other litigation. A copy of the 1996 Settlement Agreement is attached as Exhibit 10.38 to the Company's Form 10-KSB for the fiscal year ending December 31, 1995, filed with the SEC on January 8, 1997. For a more detailed description of the Company's legal proceedings, see "Item 3. Legal Proceedings," and copies of the Morgan Settlement Agreement and the 1996 Settlement 4
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Agreement which were attached as Exhibits 10.37 and 10.38 respectively to the Company's Form 10-KSB for the fiscal year ending December 31, 1995, filed with the SEC on January 8, 1997. In addition, the 1996 Settlement Agreement amended certain provisions of the Letter of Intent including, the elimination of the option that IMCC would cause the Company to initiate a tender offer for its shares and the reduction in the reverse split from 12,500 shares to 1 to 1,000 shares to 1 and an increase in the IMCC payment at closing from 10% of the purchase price to 15%. On or about August 9, 1996, a Motion to Intervene was filed by shareholders Jenny T. Morgan (a director of the Company at the time), Gerard E. Morgan, John C. Morgan and Karen J. Morgan (together the "Objectors"). On August 22, 1996, the court denied the Objector's petition. The 1996 Settlement Agreement and the Morgan Settlement were approved by the Third Judicial District Court of Salt Lake County, West Valley Department of Utah, on or about August 23, 1996. The First Federal Action and the Second State Action were dismissed with prejudice on August 28, 1996. The Order to Show Cause was dismissed with prejudice and the 1993 Settlement Agreement was terminated on August 29, 1996. On July 3, 1996, pursuant to the Letter of Intent and the 1996 Settlement Agreement, the Company and IMCC entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), whereby the Company issued and sold 1,275,912 shares (the "Purchased Shares") of its common, $.10 par value per share stock (the "Common Stock") to IMCC, so that IMCC owned a 50.5% interest in the Company. IMCC acquired the Purchased Shares at a price equal to $3.35 per share for an aggregate purchase price of $4,274,305.20 (the "Purchase Price"), of which $641,145.78 was paid in cash by IMCC to the Company at the closing. The remaining portion of the purchase price of $3,633,159.42 was evidenced by IMCC's promissory note (the "Note"). The Note bears interest at a rate equal to the short-term applicable federal rate published by the Internal Revenue Service in effect at the time of closing, and is adjusted on each anniversary of the Note to the applicable short-term federal rate in effect on such anniversary date. Interest on the Note is to be paid currently in arrears on each anniversary of the Note. At the closing, IMCC paid $197,872.52 to the Company, which amount represented the present value first year of interest due under the Note. The principal and any unpaid interest accrued under the Note is due and payable August 1, 2001. The Note is secured by the Purchased Shares as evidenced by a stock pledge agreement, dated as of July 3, 1996, by and between IMCC and the Company (the "Stock Pledge Agreement"). Pursuant to a separate written guaranty agreement, John Fife personally guaranteed payment of 25% of all amounts due under the Note from time to time. As required by the Stock Purchase Agreement, E. Jay Sheen and R. Dee Erickson, submitted their resignations as directors of the Company, effective July 13, 1996. As further required by the Stock Purchase Agreement, John Fife was appointed a director of the Company. David Fife, the brother of John Fife, was also appointed as a director of the Company. John Fife and David Fife were appointed directors of the Company as part of the Muth Group pursuant to the 1993 Settlement Agreement, effective July 13, 1996. As required by the Stock Purchase Agreement, John Fife was elected President and Chief Executive Officer of the Company in July, 1996 pursuant to a 3-0 vote of the Board (Mark G. Jones and Jenny Morgan were not present for the vote). John Fife has since been elected director by a majority vote of the shareholders and 5
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President, Chief Executive Officer and Chairman of the Board of the Company by unanimous vote of the directors. The Stock Purchase Agreement contemplated that subject to applicable state and federal securities and state corporate law, the Company would cause a 1,000 to 1 share reverse split of the Company's stock to the shareholders of record at $3.35 per share, with fractional shareholders given the option to either purchase additional fractional shares to round up to one whole share following the reverse split or sell their fractional shares for cash to the Company. IMCC was granted a ten year option to purchase 150,000 or more additional shares of stock at a purchase price equal to $3.35 per share and on the same terms and conditions as those provided under the Stock Purchase Agreement, so that after the reverse split IMCC may maintain its 50.5% majority interest in the Company. Subsequent to the reverse split and subject to applicable state and federal securities and state corporate law, any Company shares redeemed by the Company pursuant to the reverse split (the "Returned Shares") may be acquired by the remaining shareholders, other than IMCC or its affiliates, in increments of 1,000 shares (the "Returned Share Option"), at a purchase price equal to the pre-reverse-split price of $3.35 per share (the "Returned Share Purchase Price"). Only those shares for which the Company has received a fully and properly executed letter of transmittal, accompanied by the required documents, will qualify as Returned Shares for the purposes of this Returned Share Option. Such Common Stock shall be purchased in blocks of 1,000 shares of Common Stock such that each purchase of a 1,000 share block of Common Stock shall be converted into one (1) share of common $100.00 par value per share stock of the Company (the "New Stock"). In the event the Returned Share Option is over-subscribed, then each of the exercising shareholders may purchase the Returned Shares on a pro-rata basis (as determined by the number of shares held by each of the exercising shareholders as of the record date less those shares held by IMCC), but in no event in less than 1,000 share blocks. In the event of such over-subscription, each qualified shareholder could elect to purchase that percentage of Returned Shares equal to x/(y-z) where "x" equals the number of New Stock shares owned by the qualified shareholder wishing to purchase the Returned Shares, "y" equals the total number of issued shares of New Stock, and "z" equals the number of issued shares of New Stock owned by IMCC. Twenty-five percent (25%) of the Returned Share Purchase Price shall be payable in cash upon exercise, with the remaining balance of $2.51 per share being evidenced by a note (the "Returned Share Note"), payable in three (3) years. Subject to applicable Internal Revenue Service rules, the Returned Share Note shall bear simple interest at the short term applicable federal rate as stated in June, 1996, which interest shall be payable annually in arrears. Payment of the Returned Share Note will be secured by a pledge of the Returned Shares purchased, as converted into share(s) of New Stock, pursuant to a stock pledge agreement to be provided by the Company. Exercising shareholders purchasing Returned Shares shall be required to apply any dividends, distributions or other payments made to the shareholder of the Company on the Returned Shares/New Stock to payment of the unpaid balance of the Returned Share Note. Returned Shares, as converted into New Stock, purchased by an exercising shareholder shall be fully votable in accordance with the terms of the Company's organizational documents and other agreements binding the Company for so long as the exercising shareholder is not in default under the pledge agreement or the Returned Share Note. 6
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As a result of the reverse split, the Company is expected to become a non-SEC-reporting company. A company with assets of over $10 million becomes a "reporting company" when its shareholders number 500 or more and it complies with applicable state and federal securities laws. To thereafter be allowed to become a "non-SEC-reporting company" and cease reporting to the Securities and Exchange Commission, the number of shareholders must decline to less than 300 and the Company must comply with applicable state and federal securities laws. Of the approximately 558 shareholders, approximately 479 shareholders of record own fewer than 1,000 shares, leaving approximately 79 shareholders post reverse-split if none of these shareholders exercise their option to round up. In addition to the contractual requirement that a reverse stock split occur, as provided for in the Stock Purchase Agreement, the Company's senior management and its Board of Directors have assessed the advantages and disadvantages of the Company's status as a "reporting company" under the Exchange Act. First, such reporting is very costly. Furthermore, the Board of Directors does not believe that being a "reporting company" has given the Company any significant advantage the Company would not otherwise have had as a "non-SEC-reporting company." The Company's registration with the SEC has not improved flexibility for current or future financing of corporate expansion through the building of a broader equity base, nor has it made the valuation of shares of the Common Stock significantly easier (since no active market exists for the sale of stock which is reflective of the Company's operations and earnings potential). Finally, such registration has not resulted in the development of an active public market for the Common Stock and thus has not provided substantially increased liquidity for shareholders who desire to sell their Common Stock. Share Exchange Agreement On June 13, 1995, the Company consummated the exchange of 590,000 shares of its common stock, representing approximately 33% of the total issued and outstanding shares of the Company's common stock following the transaction, in return for receipt of all of the issued and outstanding stock of Midwest Railroad Construction and Maintenance Corporation ("Midwest") pursuant to a Plan of Share Exchange and Share Exchange Agreement, dated February 16, 1995 by and among the Company, Midwest, Robert D. Wolff ("RD Wolff") and Judith J. Wolff ("JJ Wolff") (the "Share Exchange Agreement"). The Share Exchange Agreement was approved by a 3-2 vote of the Board. Directors John H. Morgan, Jr., and Daisy R. Morgan voted against the Share Exchange Agreement. All of the common stock of Midwest was owned by RD Wolff and JJ Wolff. The Share Exchange Agreement was accomplished as a tax free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"). Midwest, headquartered in Salt Lake City, Utah, is in the railroad construction and maintenance business, operating out of five regional offices located in Utah, Wyoming, Colorado, Nebraska and New Mexico. Midwest also provides railroad engineering, surveying, bridge and structural maintenance, grade crossing and in-plant switching services. Pursuant to the terms of the Share Exchange Agreement, the Company agreed to: (i) indemnify Midwest and the Wolffs from any liability to the Company's shareholders, its officers or directors, whether brought directly by the person or in a derivative capacity arising from Midwest's or the Wolffs' negotiation, execution, or consummation of the Share Exchange Agreement; (ii) execute a three 7
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year employment agreement between RD Wolff and the Company, whereby RD Wolff would act as the President of Midwest; (iii) apply for a listing of its stock on the NASDAQ; and (iv) lend Midwest, in the form of a line of credit, a sum not to exceed $250,000, with the first draw available after February 15, 1995, evidenced by a promissory note in standard form, bearing an interest rate of 1% over the posted prime lending rate at First Security Bank of Utah, N.A., as of February 15, 1995, and adjusted each three months thereafter. Prior to the closing of the Share Exchange Agreement, Midwest borrowed a total of $100,000 against the line of credit. Pursuant to the terms and conditions of the Share Exchange Agreement, the line of credit from the Company became subordinate to Midwest's existing credit line of $350,000. The line of credit was secured by the assets and equipment of Midwest. The Company entered into an employment agreement with RD Wolff, dated as of June 13, 1995 (the "Wolff Employment Agreement"), and an operating agreement between Midwest and RD Wolff, dated as of June 13, 1995 (the "Operating Agreement"). Pursuant to the Wolff Employment Agreement, RD Wolff was to serve as CEO of the Company and Midwest, and RD Wolff was to receive $125,000 per year in compensation during the term of the Wolff Employment Agreement. Furthermore, during the first five quarters of the Wolff Employment Agreement, beginning July 1, 1995, RD Wolff was to receive $25,000 in additional compensation per quarter. In addition to his base salary, RD Wolff was to receive an annual bonus computed on the after tax net earnings of Midwest, as follows: (a) 5% of the first $200,000 in net earnings of Midwest, (b) 7% of the next $200,000, and (c) 10% of all amounts over the first $400,000 in net earnings of Midwest. RD Wolff was also entitled to participate in the Company's health and benefit plans. Pursuant to the terms of the Operating Agreement and for services performed in connection with the consummation of the Share Exchange Agreement, the Company paid as compensation to each of R. Dee Erickson and E. Jay Sheen, both of whom were directors of the Company at the time of the execution of the Share Exchange Agreement, 38,000 shares each of the Company's Common Stock and $104,000 in cash. On July 18, 1995, Anne Morgan and Victoria Morgan, at the time shareholders of the Company and the adult daughters of John H. Morgan, Jr. ("JH Morgan") and Daisy R. Morgan ("DR Morgan"), both former directors and shareholders of the Company, filed a shareholders derivative action against R. Dee Erickson ("Erickson"), E. Jay Sheen ("Sheen"), Lyle D. Hurd ("Hurd") (Messrs. Erickson, Sheen and Hurd were three of the five directors of the Company at the time the suit was filed, with JH Morgan and DR Morgan being the remaining two directors), the Company, Midwest, RD Wolff and JJ Wolff, in the United States District Court for the Central District of Utah, Case Number 2:95CV661J, captioned as Anne Morgan et al. v. R. Dee Erickson, et al. (the -------------------------------------------- "First Federal Action"). The complainants alleged, among other things that the defendants had violated proxy solicitation rules, violated disclosure rules under the Exchange Act of 1934, breached their fiduciary duties to the Company's shareholders, breached professional duties, committed fraud, wasted and looted the Company's assets, converted Company property, engaged in self-dealing, mismanaged the Company and breached their duty of loyalty. The complaint sought, among other things, the rescission of the Share Exchange Agreement. The terms of the Letter of Intent between IMCC and the Company required that the Company rescind the Share Exchange Agreement. For the foregoing reason, Midwest and the 8
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Company entered into a Splitoff Agreement, dated as of April 25, 1996 (the "Splitoff Agreement"), whereby the Share Exchange Agreement was rescinded. A copy of the Splitoff Agreement is attached as Exhibit 10.36 to the Company's Form 10-KSB for the fiscal year ending December 31, 1995, filed with the SEC on January 8, 1997. Pursuant to the terms of the Splitoff Agreement, URI transferred all of the outstanding shares of Midwest stock held by the Company to the Wolffs in exchange for the 590,000 shares of URI stock then held by the Wolffs which transfer was accomplished tax free in accordance with Section 355 of the Code. Furthermore, the Share Exchange Agreement, the Wolff Employment Agreement and the Operating Agreement were canceled. RD Wolff ceased to be the President of URI. Midwest received a net intercompany transfer of approximately $316,974 through March 31, 1996, which Midwest retained. Furthermore, the parties to the Splitoff Agreement agreed that in the event intercompany transfers for the period from July 1, 1995 through March 31, 1996 were: (i) less than $316,974, then URI would pay Midwest the difference; or (ii) more than $316,974, then Midwest would pay URI the difference. Pursuant to the Splitoff Agreement, URI agreed to indemnify Midwest and the Wolffs and their respective agents, employees, attorneys, officers, directors and assigns from any and all claims, causes of action, liabilities, damages, costs, expenses and attorneys' fees arising from or relating in any way to URI or the Share Exchange Agreement. This indemnification provision would not apply to acts of fraud, gross negligence or willful misconduct by RD Wolff. The Wolffs and Midwest agreed to indemnify URI and its respective agents, employees, attorneys, officers, directors, successors and assigns from any and all claims, causes of action, liabilities and damages arising from or relating in any way to the Splitoff Agreement, which indemnification obligation is limited to $312,000. Within 30 days from the date of execution of the Splitoff Agreement, the Company's accountants were to calculate the federal, state and local income taxes attributable to Midwest's business operations (excluding any impact of salary payable or paid to RD Wolff or any intercompany charges to the Company for rent, overhead and administrative expenses) for the period commencing June 1, 1995 and terminating on December 31, 1995. Such taxes were to be determined on the basis as if the Company and Midwest were not filing a consolidated tax return for the same period or part thereof (whether or not a consolidated return is filed). The amount of such taxes is to be considered an intercompany receivable between the Company and Midwest. Pursuant to the terms of the Splitoff Agreement, Midwest agreed to pay such tax amount to the Company in 12 installments. Simultaneous with the execution of the Splitoff Agreement, Midwest paid the Company the sum of $10,000 as an initial tax payment. The balance due the Company is to be paid in 11 additional equal monthly installments, with each such installment due on the first day of each month until all 11 installments have been paid in full. The first of the 11 monthly installments is due and payable on the first day of the month following the determination of the taxes owed by Midwest to the Company. The Company's accountants have determined that Midwest owes the Company $45,469 in taxes, of which $35,469 remains due. Midwest also owes the Company the additional amount of $54,184.61 related to Ladd Eldredge's salary, audit and other expenses. 9
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(b) Business of Company. URI is a real property development corporation. The Company directly owns approximately 400 acres of undeveloped land in St. George, Utah, approximately 354 acres of which are developable on which it conducts its real property development business, primarily through its wholly-owned subsidiary, Tonaquint, Inc. ("Tonaquint"). Most of the land is near the Southgate golf course. URI also has interests in partnerships that own and are developing other real property in St. George. The Company receives revenues from its ownership of overriding royalty interests in producing oil and gas leases in Utah and Wyoming, dating from the Company's historic business of acquiring and selling oil, gas and mineral leases. The Company's undeveloped real property is adjacent to Interstate Highway 15, a major traffic route from Salt Lake City to Las Vegas and Southern California. URI's real estate development activities in recent years have concentrated on subdividing and selling improved lots for residential construction, as the financial condition of the Company and the St. George, Utah real estate market have permitted. The Company's lands include premium priced hillside view lots, as well as lower-priced lots. In addition, the Company pursues commercial real estate development of some of its undeveloped real property. Real Property Development Activities Through year end 1997, the Company had sales in the amount of $530,553. In 1996, the Company sold a total of four (4) improved residential building lots: consisting of three (3) lots sold from its Southgate Hills Phase II subdivision and one (1) lot from its Southgate Hills Phase I subdivision, generating $163,500 in gross revenues. The Company sold its one/half interest in a one and one/half acre parcel of golf course commercial property through the partnership of Southgate Resort located on Tonaquint Drive, for $171,098. In July of 1992, Tonaquint executed a Sale and Option Agreement with Kay H. Traveler (the "Sale and Option Agreement"), pursuant to which Tonaquint was to sell 14 acres to Mr. Traveler, for a total purchase price of $350,000 ($25,000 per acre), and grant Mr. Traveler an option to acquire an additional 40 acres at option exercise prices ranging from $20,000 to $50,000 per acre, exercisable over five years, so long as minimum option exercises occurred each year. Mr. Traveler's inspection of the 14 acres disclosed adverse soil conditions, resulting in the execution of an Addendum to the Sale and Option Agreement by the parties in March of 1993. Mr. Traveler was granted an option to acquire a total of 56 acres at prices ranging from $22,000 to $50,000 per acre. The Kay Traveler Sale and Option Agreement resulted in 1997 sales of 6.67 acres for the sum of $317,066 and 1996 sales of 2.11 acres for the sum of $106,432. From July 1992 through December 31, 1997, Kay Traveler exercised his option for a cumulative total of 40.68 of the 75.98 acres available, for the sum of $1,315,438. As of December 31, 1997 approximately 35.3 acres remain under option to Mr. Traveler at prices ranging from $22,000 to $50,000 per acre. During the latter half of 1994, the Company began its development efforts for Southgate Phase III, consisting of a total of 37 acres of land above the Southgate golf course, suitable for 10
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view-lot residential construction. The land to be developed is on the hillside directly to the south of the Southgate golf course and directly to the west of Interstate 15. The sloping topography of the land requires that the Hillside Ordinance Committee of the St. George Planning and Zoning Commission approve the Company's planned development of the acreage. The Company is seeking approval for development of all 37 acres for a total of 79 lots. This approval has taken longer than originally anticipated, due in part to the restrictions of the hillside ordinance and the increasing political pressure to restrict real estate development generally in St. George, which has resulted in an increasing regulatory burden on real estate development. Approval is expected no earlier than the second quarter of 1998. Thereafter, the Company anticipates, upon Board approval, excavating, building roads, bringing utilities to the property, constructing curbs and gutters, and selling the improved lots. Beginning in late 1994, the Company began planning for the development of its Southgate Valley subdivision, 125 lots on 32 acres of the Company's property located west of the Southgate golf course. The Company received approval from the St. George Planning and Zoning Commission for development of the property. The Company is considering alternative development opportunities from residential to commercial, based upon zoning requirements and market need. Real Property Development, Industry Overview, Government Regulation, and Competition The real estate development industry in general and the residential real estate development industry in particular is a high risk industry, subject to changes in general economic conditions, fluctuating interest rates, and changing demand for the types of developments being considered. Volatility in local and regional land use demands, as well as changing supply and demand for the specific uses for which the real property is being developed are also factors in assessing the relative risks of the business. The demand for residential real estate development is particularly sensitive to changing interest rates and shifting demographics. Both of these factors affecting the demand for residential housing are highly unpredictable over both the short and long-term. Real estate development is a government regulated industry. The regulation of real estate development is often carried out in an unpredictable fashion, reflective of both political and rational considerations. Regulation is carried on by municipal, county, state and federal agencies, but municipal and county governments have the greatest regulatory impact. St. George City, in which URI operates, has been adopting increasingly restrictive regulations associated with development activities, including the adoption of more restrictive building codes and ordinances, greater emphasis on land use planning, pressure to increase the number of low density residential developments, and heightened public concern aimed at limiting development as a means to control growth. Development in some areas close to the Company's lands may be limited by governmental environmental protection activities. Government regulation can have an effect on the viability of real estate development by the Company. The real property development industry is highly competitive. Several development companies with interests in St. George have longer operating histories, greater financial strength and more experience in the industry than does the Company. The Company's development 11
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activities historically have represented less than 5% of total real estate development activity in the area in and around St. George, and, in management's view, that percentage is likely to decrease in the near term given the increase in overall development activities in the area. The perceived strength of the St. George real estate market has recently attracted many more developers to the area, increasing the competition for the Company. The Company has very little debt, which has served it well in being able to weather the ups and downs in the St. George real estate market. Management believes that the Company's positive equity to debt ratio could provide the Company with increased liquidity through improved borrowing capabilities. Partnerships The consolidated financial statements include the financial statements of the Company, Tonaquint and a number of the limited partnerships of which the Company has ownership in excess of fifty percent (50%) and has management responsibility. All material intercompany transactions and balances have been eliminated in consolidation of the Company and partnerships. The Company is both a general and limited partner in the following limited partnerships: Tonaquint-Indian Hills Partnership (75.86%), Service Station Partnership (79%), Southgate Palms Limited Partnership (100%), Southgate Plaza Limited Partnership (52.5%), Southgate Resort Partnership (100%), Country Club Partnership (84.04%), URI-MGO Partnership (70%), and Resources Limited Partnership (83.63%). In 1989, The Service Station #2 Limited Partnership replaced its gasoline underground storage tanks, which the partnership was informed had been leaking. From November of 1992 through December 31, 1997, the partnership has spent approximately $300,000 on efforts to remediate the soil contamination by gasoline and other hydrocarbons which is alleged to have occurred from the operation of the service station. The Company has hired consultants and engineers and is following their recommendations to remediate the property as required by Utah law and regulations. Morgan Gas & Oil Co., a limited partner of the Service Station Limited Partnership #2, claims that the Company is indebted to it in the amount of $124,340.69, which amount and the basis for said amount, the Company disputes. The Company is performing an internal audit to verify the legitimacy of the claim and its proper characterization, before it determines whether to acknowledge and pay the claim. Overriding Royalties in Oil and Gas Leases URI has overriding royalty interests in oil and gas properties held by various other parties. All revenues from the Company's interests in the properties have been received in cash. The Company received royalties in the amount of $176,572 in 1997 as compared to $153,051 in 1996. URI has not engaged in the acquisition and sale of oil and gas leases for many years and has no intention of doing so in the future, nor does it have facilities or means to perform the exploration, development and operation of oil and gas wells on properties in which it has interests. Mineral or oil and gas exploration and development is undertaken by third parties. If 12
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production is realized on any properties in which URI has an interest, it receives a share of gross production revenues based upon the percentage overriding royalty interest it has retained. Employees In 1997, the Company employed three full-time employees and no part-time employees. Pursuant to the Stock Purchase Agreement, the Company and John Fife entered into an employment agreement, dated as of February 27, 1998, but commencing as of July 13, 1996, which provided for the employment of Mr. Fife as President and CEO of the Company with an annual salary of $195,000. URI and its subsidiary currently employ Gerry Brown on a full-time basis, to act as the Vice President of the Company, where he provides real estate planning, development and sales services for the Company, Tonaquint, Inc., the Company's wholly-owned subsidiary, and various affiliated partnerships. Mr. Brown is currently the President of Tonaquint, Inc., where he assists in land use planning, negotiating sales and financing arrangements, obtaining government approvals, arranging for construction contracts, and supervising the performance of engineering services as have been required. The Company executed and presented Mr. Brown with a three year employment agreement on June 28, 1995, which employment agreement remains unexecuted by Mr. Brown. Ladd Worth Eldredge is employed by the Company as its Secretary, Treasurer, CFO and office manager. No employees are party to a collective bargaining agreement with URI. ITEM 2. DESCRIPTION OF PROPERTY St. George Properties The Company intends to develop its property, primarily through subdividing and selling improved lots for residential construction, although sales of undeveloped parcels to other developers are also occurring. Additionally, management believes that approximately 25 acres of the Company's lands are suitable for commercial development. URI owns a combined 25% interest in approximately 8.03 acres of land owned by the partnerships identified above, primarily Southgate Plaza General Partnership. Oil & Gas Interests The Company has overriding royalty interests in oil and gas wells producing primarily in the Unitah Basin, Unitah County, Utah, and Sublette County, Wyoming. URI owns overriding royalty interests of from .025 of 1% to 3% of production. URI was not the original lessee on several of the oil and gas property leases. The original lessees were affiliates of, or related parties to, the Company. As to those lessees, the Company's royalty interest was obtained by assignment from the original lessees. In some cases, the assignments have not been recorded. As to some royalty interests, the precise acreage held by the Company cannot be determined without unreasonable effort and expense. The Company does not have available to it reserve reports on the properties. Any reserve analyses that have been 13
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made on the properties were made by third parties, who view such information as confidential, making it unavailable to the Company. Many oil, gas and hydrocarbon leases issued by the State of Utah or the United States are issued for definite periods of time, often from five to ten years. If, at the end of the lease period, production has been realized and is continuing on the property subject to the lease, the term of the lease continues for the period of commercial production. Thus, the continuing interest of URI in state and federal leases is dependent upon the ability of the third party operators to develop significant production on the properties subject to those leases. The expense of compliance with environmental regulations on lands in which the Company may have overriding royalty interests is not borne by the Company. Through its wholly-owned subsidiary, New Mercur Gold Exploration, Inc., the Company holds a 50% joint interest in ten patented lode mining claims covering approximately 137 acres in Tooele County, Utah. The claims have been leased to Barrick Mercur Gold Mines for a nominal amount. There is presently no production on the properties. Development of the Company's mineral properties may be affected by federal and state regulation relating to the protection of the environment. Such regulation may prevent the development of properties owned by the Company, or those in which it retains an overriding royalty interest. Office Space URI leases an office for its headquarters at 297 W. Hilton Drive, Suite #4, St. George, Utah. John Fife, President and CEO of the Company, maintains his office at 360 E. Randolph Street, Suite 2402, Chicago, Illinois 60601, where he carries out the business of the Company. To date, the Company has not reimbursed Mr. Fife for the cost of the office space and related administrative costs incurred on behalf of the Company and these costs have not been accrued by the Company. ITEM 3. LEGAL PROCEEDINGS No material litigation has been filed. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held an Annual Meeting of the Shareholders on Thursday, December 11, 1997, at 1:00 p.m., M.S.T., at the Salt Lake Hilton, in Salt Lake City, Utah. At the meeting the shareholders were asked to: (i) elect a new Board of Directors for the coming year; (ii) vote on three proposals submitted by Mark Technologies Corporation, a greater than 10% shareholder. The first Mark Technologies Corporation proposal required that the Company appoint a special Shareholders' Legal Affairs Committee, the second proposal required that the Company appoint a special Shareholders' Fiduciary Duty Committee, and the third proposal required that the Company offer to purchase from all of its shareholders, at a purchase price of $4 per share, shares of the Company's common stock; (iii) vote on one proposal submitted by Inter-Mountain Capital Corporation, a corporation wholly owned by John Fife ("IMCC"), 14
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which proposal required that the Company's Board of Directors organize a Board of Directors' subcommittee for the purpose of receiving and reviewing the shareholders' claims and complaints and making recommendations to the Company's Board of Directors regarding those claims and complaints; (iv) vote on one proposal submitted by Gerry Brown, which proposal required the Company to hold a shareholders' meeting to consider and vote upon the reverse stock split, described in the 1996 Settlement Agreement, as soon as practicable following the SEC's completion of its review of the Schedule 13e-3 and Preliminary Proxy Statement and any related documents (including a registration statement); and (v) transact such other business as may properly come before the meeting and any adjournment thereof. A. ELECTION OF DIRECTORS. The Company's nominees for the Board of Directors were: John Fife, David Fife, Lyle D. Hurd, Stuart B. Peterson and Gregory White. All of the nominees were elected to serve as directors of the Company. The votes were cast as follows: [Download Table] NOMINEE FOR % AGAINST % WITHHOLD % ------- --- - ------- - -------- - John Fife 1,504,062 60.0 357,960 14.0 10,916 0.4 David Fife 1,504,062 60.0 357,960 14.0 10,916 0.4 Lyle D. Hurd 1,364,294 54.0 357,960 14.0 150,684 6.0 Stuart B. Peterson 1,504,262 60.0 357,960 14.0 10,716 0.4 Gregory White 1,504,262 60.0 357,960 14.0 10,716 0.4 B. MARK TECHNOLOGIES CORPORATION PROPOSALS. 1. APPOINT A SPECIAL SHAREHOLDERS' LEGAL AFFAIRS COMMITTEE. Mark G. Jones, a director of the Company at the time, on behalf of Mark Technologies Corporation, a greater than 10% shareholder of the Company, submitted the following proposal: to appoint a special Shareholders' Legal Affairs Committee, the sole purpose of which is to select and engage new general counsel, make a binding determination regarding the settlement, continued prosecution or other disposition of pending litigation to which the Company is a party and to make binding determinations regarding counsel selection in the future and future litigation in which the Company may be a party. This proposal was not approved by a majority of the Company's shareholders. The votes were cast as follows: [Download Table] FOR % AGAINST % ABSTAIN % --- - ------- - ------- - 352,441 14.0 1,516,997 60.0 3,500 0.1 2. APPOINT A SPECIAL SHAREHOLDERS' FIDUCIARY DUTY COMMITTEE. Mark G. Jones, a director of the Company at the time, on behalf of Mark Technologies Corporation, a greater than 10% shareholder of the Company, submitted the following proposal: to appoint a special Shareholders' Fiduciary Duty Committee, the sole purpose of which was to make a binding determination, upon consultation with the Company's new general counsel, regarding 15
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the activities of the Company's Board of Directors, officers and counsel to consider whether actions, complaints or other redress, if any, should be taken by the Company against such individuals. This proposal was not approved by a majority of the Company's shareholders. The votes were cast as follows: [Download Table] FOR % AGAINST % ABSTAIN % --- - ------- - ------- - 383,521 15.0 1,485,777 59.0 3,640 0.1 3. $4 PER SHARE COMPANY SPONSORED TENDER OFFER. Mark G. Jones, a director of the Company at the time, on behalf of Mark Technologies Corporation, a greater than 10% shareholder of the Company, submitted the following proposal: to cause the Company to offer to purchase from all of its shareholders, at a purchase price of $4 per share, shares of the Company's Common Stock. Acceptance of the Company's offers was to be voluntary, and the offer shall not be designed to require acceptance by any shareholder. This proposal was not approved by a majority of the Company's shareholders. The votes were cast as follows: [Download Table] FOR % AGAINST % ABSTAIN % --- - ------- - ------- - 410,929 16.0 1,459,060 58.0 2,949 0.1 C. IMCC PROPOSAL. John Fife, President, CEO and Chairman of the Board of the Company, on behalf of IMCC, the majority shareholder of the Company, submits the following proposal: to cause the Company' Board of Directors to organize a Board of Directors' subcommittee, composed of two directors, one of whom is an outside director, for the purpose of receiving and reviewing shareholders' claims and complaints and making recommendations to the Company's Board of Directors regarding those claims and complaints. This proposal was approved by a majority of the Company's shareholders. The votes were cast as follows: [Download Table] FOR % AGAINST % ABSTAIN % --- - ------- - ------- - 1,434,568 57.0 404,100 16.0 34,270 1.0 D. GERRY BROWN PROPOSAL. Gerry Brown, Vice President and shareholder of the Company, submitted the following proposal: to cause the Company to hold a shareholders' meeting to consider and vote upon the reverse stock split, described in the 1996 Settlement Agreement, as soon as practicable following the Security and Exchange Commissions' completion of its review of the Schedule 13e-3 and Preliminary Proxy Statement and any related documents (including a registration statement). This proposal was approved by a majority of the Company's shareholders. The votes were cast as follows: 16
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[Download Table] FOR % AGAINST % ABSTAIN % --- - ------- - ------- - 1,290,619 51.0 541,377 21.0 40,942 2.0 PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is listed on the OTC Bulletin Board system through the Automated Quotation System, under the symbol "UTRS." The following table sets forth the quarterly closing bid prices for 1996 and 1997 for the Company's Common Stock during the last two fiscal years of the Company, as reported by National Quotation Bureau, Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and do not represent actual transactions and have not been adjusted for stock dividends or splits. [Download Table] 1997 1996 LOW HIGH LOW HIGH --- ---- --- ---- 1st quarter $.875 $.875 $.625 $1.00 2nd quarter $.875 $.875 $.75 $1.50 3rd quarter $.875 $.875 $.875 $1.00 4th quarter $.25 $.875 $.875 $.875 Except for certain transactions including: (i) the Splitoff Agreement by and between Midwest and the Company, wherein the Company returned its Midwest shares to RD Wolff and JJ Wolff in exchange for the 590,000 shares of the Company's stock held by the Wolffs; (ii) the 1996 Settlement Agreement, wherein the Company redeemed 22,950 shares of Anne Morgan's URI stock and 17,602 shares of Victoria Morgan's URI stock, in cash, at $3.35 per share; and (iii) the conclusion of the exchange of 10.6 acres of land and 34,150 shares of C.E.C. Industries Corporation stock for 103,488 shares of the Company's stock, the Company has made no repurchases of its stock during the Company's second full fiscal year preceding this Form 10-KSB. The Company declared a $.10 cash dividend which was paid on January 26, 1995, to shareholders of record on January 12, 1995. A decision to pay dividends in the future will depend upon the Company's profitability, need for liquidity and other financial considerations. There are approximately 558 shareholders of the 2,522,808 outstanding shares of the Company's Common Stock. Approximately 479 shareholders hold less than 1,000 shares of the Company's Common Stock. 17
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS The Company had sales of $530,553 in 1997 as compared with sales of $451,406 in 1996. Income on royalties from production under oil and gas and mineral leases amounted to $176,572 and $153,051 for 1997 and 1996, respectively. The increase in royalties income is due to expanded production. Cost of land sold rose to $207,691 in 1997 from $139,175 in 1996. General and administrative expenses fell by $308,248 to $1,222,040. The Company had a net loss of $444,623 in 1997 as compared to a net loss of $852,202 for 1996. LIQUIDITY AND CAPITAL RESOURCES Cash requirements of URI are met by funds provided from operations consisting of (a) the sale of improved lots and undeveloped property; (b) royalty income; (c) interest income earned on money held in interest bearing accounts, and (d) from proceeds from the sale of its Common Stock. The Company presently anticipates that cash on hand, cash from land sales and royalties will be the primary sources for future additional liquidity for the Company. The Company expects to be required to expend funds for the cleanup of gasoline which has apparently leaked from tanks owned by the Service Station Partnership, which have been replaced. Engineering estimates of total cleanup costs are not determinable due to uncertainties with respect to state compliance requirements and the, as yet, unknown extent of the contamination. In 1997, approximately $71,214 was expended toward this clean-up operation and approximately $300,000 has been expended by the Company to date. It is anticipated that the Company's need for cash in excess of its present resources will be met through revenues and real estate secured borrowings. No firm financing commitment has been obtained for the purpose of completing the 1,000 to 1 reverse stock split. The Company does not have backup lines of credit. URI has no plans for major capital expenditures beyond the cost of improving portions of its real property. The Company's business is influenced by interest rates, inflation and market demands. Its royalty income from oil and gas interests is affected by fluctuations in the price of oil and the related decisions to drill new wells and the rates at which wells are pumped. The Company has no control over the oil and gas field operations. As of July 3, 1996, the Company holds a promissory note from IMCC in the original principal amount of $3,633,159 (the "Note"). The Note bears interest at a rate equal to the 18
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short-term applicable federal rate published by the Internal Revenue Service in effect at the time of closing the Stock Purchase Agreement, and is adjusted on each anniversary of the Note to the applicable short-term federal rate in effect on such anniversary date. Interest on the Note is to be paid currently in arrears on each anniversary of the Note. At the closing, IMCC paid the Company $197,872.52, which amount represented the present value first year of interest due under the Note. The principal and any unpaid interest accrued under the Note is due and payable August 1, 2001. The Note is secured by the 1,275,912 shares purchased by IMCC as evidenced by a stock pledge agreement, dated as of July 3, 1996 between IMCC and the Company (the "Stock Pledge Agreement"). Pursuant to a separate written guaranty agreement, John Fife personally guaranteed payment of 25% of all amounts due under the Note. STOCK PURCHASE AGREEMENT - JULY 3, 1996 See Part I, Item 1. ITEM 7. FINANCIAL STATEMENTS See Index to Financial Statements appearing on page F-1B of this Form 10-KSB Annual Report. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Tanner + Co. of Salt Lake City, Utah has been the independent public accountant for the Company's December 31, 1996 and 1997 financial statements. During the Company's two most recent fiscal years, there were no disagreements between the Company and Tanner + Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of Tanner + Co., would have caused Tanner + Co. to make a reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements. The Company currently engages the independent public accounting firm of Tanner + Co. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CENTRAL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Certain information regarding the Company's directors and executive officers and their backgrounds is set out below. The Company has been provided with the information from certain of the people listed below. In addition to the primary affiliations noted below, the nominees are active in various cultural, charitable, professional and trade associations and organizations. 19
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CURRENT DIRECTORS DAVID FIFE, 35, was appointed a director of the Company effective July 13, 1996 by the Muth Group pursuant to the terms of the 1993 Settlement Agreement. Mr. Fife is currently the President and sole beneficial owner of Home Equity Lending L.L.C. a mortgage origination and finance company located in Salt Lake City, Utah. Prior to 1993, Mr. Fife was the President of Property Tax Assessor Records Corp., a Chicago based real estate tax consulting company. David Fife and John Fife are brothers. JOHN FIFE, 37, was appointed as a director of the Company effective July 13, 1996, by the Muth Group pursuant to the 1993 Settlement Agreement. Mr. Fife was appointed the President and Chief Executive Officer of the Company in July, 1996. He was named Chairman of the Board of the Company on October 10, 1996. He is an investor and venture capitalist and has pursued this course since July, 1990. Mr. Fife is the President and sole shareholder of J.F. Venture, Inc. and IMCC, both of which are investment companies. IMCC acquired a 50.5% (majority interest) in the Company on July 3, 1996. He also serves as President of Property Tax Assessor Records Corp., a Chicago-based real estate tax consulting company. Mr. Fife also serves as a director of Hyatt Research Corporation, a magazine publisher in Middlebury, Vermont. Prior to 1993, Mr. Fife held the position of Assistant Vice President of Continental Equity Capital Corp. ("CECC"), a subsidiary of Continental Bank. At CECC, he negotiated, structured and financed LBO's and later stage venture capital investments in the Mortgage Banking, Retail, Cable and Cellular Telephone industries. Prior to CECC, Mr. Fife worked as a financial analyst in the commercial real estate department of Trammel Crow Company. Mr. Fife earned his M.B.A. degree from Harvard in 1990 and his B.S. in statistics and computer science from Brigham Young University in 1986. John Fife and David Fife are brothers. LYLE D. HURD, 60, is a director of the Company and has performed services as Marketing Consultant/Assistant to the President. He is president of Hurd Owens Hafen Inc., a publisher of magazines and periodicals located in St. George, Utah, since December of 1990. Hurd Owens Hafen Inc. is the publisher of the St. George Magazine and various other magazines and periodicals. For approximately 16 years prior to December, 1990, Mr. Hurd provided marketing consulting services to magazine publishers through Hurd & Associates, Inc., a privately owned consulting firm. Mr. Hurd has served as a director of the Company since May, 1993. STUART B. PETERSON, 36, was elected a director of the Company on December 11, 1997. Mr. Peterson has served as a director for C.R. England, Inc., a Two Hundred Million Dollar, privately owned trucking company based in Salt Lake City, where he sets the prices for customer contracts and is responsible for the profitable execution of sales and operating activities from 1995 to the present. Mr. Peterson worked for Powder River, Inc., from 1993 through 1994, where he directed sales, marketing and distributions. Mr. Peterson's background includes real estate investment banking 20
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experience with Trammell Crow Company, where he participated in the securitization and sales of extensive commercial real estate properties held by Trammell Crow partnerships throughout the United States. After completing the sale of a One Hundred Sixty Million Dollar commercial real estate portfolio, Mr. Peterson supervised the properties, and issued the quarterly financial reports to investors. Mr. Peterson has also performed the valuation and marketing of a Four Million Dollar manufacturing company based in California, cumulating in a leveraged acquisition in 1994. Mr. Peterson received his M.B.A. degree from Harvard University in 1990 and his A.B. in government from Harvard in 1986. GREGORY WHITE, 34, was elected a director of the Company on December 11, 1997. Mr. White has served as a consultant for Shorebank Corporation from 1995 through the present, where he provided consulting services to emerging entrepreneurs to expand their business and evaluated equity and subordinated debt deals, structured investments, performed management due diligence, designed and prepared management reports, and worked intensively with portfolio companies to maximize performance. Mr. White acted as a fixed income salesman for Salomon Brothers from 1993 through 1995, where he sold a variety of fixed income securities to institutional clients. From 1990 to 1993, Mr. White acted as an account officer for Continental Bank. From 1986 to 1988 he acted as an associate research analyst for The Rouse Company and from 1985 to 1986, he was an assistant field officer for The Enterprise Foundation. Mr. White earned his M.B.A. degree from Harvard University in 1990 and his B.A. with honors at Brown University in 1985. EXECUTIVE OFFICERS FOR THE PERIOD COVERED BY THIS REPORT JOHN FIFE, see description above. GERRY T. BROWN, 56, was appointed Vice President of the Company July 3, 1996. He served as President of the Company from June 19, 1993 to July 3, 1996. Mr. Brown has been employed by the Company or its affiliates and related parties since March, 1985. He has provided real estate planning, development and sales services for the Company, Tonaquint, Inc., the Company's wholly-owned subsidiary, and various affiliated partnerships. Mr. Brown is currently the President of Tonaquint, Inc. Mr. Brown has assisted in land use planning, negotiating sales and financing arrangements, obtaining government approvals, arranging for construction contracts, and supervising the performance of engineering services as have been required in connection with the Company's property development and sales. LADD WORTH ELDREDGE, 44, has been employed by the Company since July, 1994, and is the Secretary, Treasurer, CFO and office manager for the Company. Mr. Eldredge was appointed Treasurer of the Company in November, 1994 and Secretary and CFO of the Company in November, 1995. Prior to his employment by the Company, Mr. Eldredge was the Chief Accountant at the Peppermill Resort in Mesquite, 21
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Nevada, a position he held for two years. Mr. Eldredge has a Masters of Accountancy degree from Southern Utah University. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 1997, the Company's officers, directors and greater than ten-percent beneficial owners complied with all applicable Section 16(a) filing requirements. ITEM 10. EXECUTIVE COMPENSATION EXECUTIVE OFFICERS [Download Table] NAME POSITION AGE ---- -------- --- John Fife Chairman of the 37 Board, Chief Executive Officer, President and Director EXECUTIVE COMPENSATION The following table summarizes the compensation for John Fife as the President and CEO of the Company in 1997. [Download Table] SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION AWARDS ------------------- ------ NAME AND FISCAL SALARY BONUS SHARES ALL OTHER PRINCIPAL YEAR ------ ----- UNDERLYING COMPENSATION POSITION ---- OPTIONS ------------ -------- ------- John Fife, CEO 1997 $195,000(1) - - $2,400(1a) and President (1) Pursuant to the terms of the Stock Purchase Agreement, the Company and Mr. Fife entered into an employment agreement, dated as of February 27, 1998, but commencing as of July 13, 1996, which provided for the employment of Mr. Fife as President and Chief Executive Officer of the Company with an annual salary of $195,000. 22
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(1a) Mr. Fife received $2,400 in directors fees for attending 12 meetings. No options were granted by the Company during 1997. No SARs were outstanding in 1997. The Company has no long-term incentive compensation plans other than the 1994 Stock Option Plan described herein. Gerry Brown, as the former President of the Company, is a participant in the Company's 1994 Stock Option Plan. Under the Plan, each of the six individuals were granted options for 25,000 shares of the Company's Common Stock, pursuant to the terms of a Non-Qualified Stock Option Agreement between each person and the Company, dated April 7, 1994. The option exercise price is $2.50 per share, the market price of the stock on the date of grant. Each of the granted options vested as follows: (a) 9,000 shares on the date of the Option Agreement; and (b) 8,000 shares on each of the next two anniversary dates of the Agreement (April 7, 1995, and April 7, 1996). URI and its subsidiary currently employ Gerry Brown on a full time basis, to act as the Vice President of the Company where he provides real estate planning, development and sales services for the Company, Tonaquint, Inc., the Company's wholly-owned subsidiary, and various affiliated partnerships. Mr. Brown is currently the President of Tonaquint, Inc., where he assists in land use planning, negotiating sales and financing arrangements, obtaining government approvals, arranging for construction contracts, and supervising the performance of engineering services as have been required. The Company executed and presented Mr. Brown with a three year employment agreement on June 28, 1995, which employment agreement remains unexecuted by Mr. Brown. DIRECTORS COMPENSATION Each director receives $200 per director's meeting. Also, directors who travel out of town to attend the meetings are, upon Board approval, reimbursed for their travel, lodging and meals. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of November 19, 1997, certain information regarding the beneficial ownership of the Company's Common Stock by: (1) each of the current directors of the Company; (2) each of the Company's current named executive officers; and (3) the Company's directors and officers as a group. The Company had no named executive officers, other than John Fife as President and CEO, who earned compensation in excess of $100,000 during 1997. 23
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[Enlarge/Download Table] ============================================================================================== UTAH RESOURCES INTERNATIONAL, INC. COMMON STOCK OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS AS OF NOVEMBER 19, 1997 ---------------------------------------------------------------------------------------------- BEFORE STOCK SPLIT AFTER STOCK SPLIT* ---------------------------------------------------------------------------------------------- PERCENT OF PERCENT OF NAME OF BENEFICIAL NUMBER OF OUTSTANDING NUMBER OF OUTSTANDING OWNER POSITION SHARES SHARES SHARES SHARES ---------------------------------------------------------------------------------------------- David Fife Director 0 0% 0 0% ---------------------------------------------------------------------------------------------- John Fife, as sole Director, Chief 1,275,912(1) 50.6% 1,275 53% shareholder of IMCC Executive Officer, President and Chairman of the Board ---------------------------------------------------------------------------------------------- Lyle Hurd Director 2,000 .1% 2(2) .1% ---------------------------------------------------------------------------------------------- Stuart B. Peterson Director 0% 0 0% ---------------------------------------------------------------------------------------------- Gregory White Director 0 0% 0 0% ============================================================================================== DIRECTORS AND Directors & Officers 1,277,912 50.7% 1,277 53.1% OFFICERS AS A GROUP (5 persons) ============================================================================================== * Assumes No Small-Lot Shareholder exercises the Round Up Option, and no remaining shareholder elects to purchase the Returned Shares. (1) IMCC also holds a ten year option to purchase 150,000 or more additional shares of stock, so as to maintain its 50.5% interest in URI. (2) In the event the proposed reverse split is effected, each of these individuals will be granted an option to purchase additional shares of URI's stock pursuant to the terms of the Returned Shares Option. For a more detailed description of this Returned Shares Option, see "ITEM 1 DESCRIPTION OF BUSINESS/Stock Purchase Agreement -- July 3, 1996." ================================================================================ PRINCIPAL STOCKHOLDERS The following table sets forth information as of November 19, 1997, regarding each person other than directors of the Company who were known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock. Each person named has sole voting and investment power with respect to the shares beneficially owned by such person. 24
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[Download Table] ================================================================= UTAH RESOURCES INTERNATIONAL, INC. 5% OR GREATER BENEFICIAL OWNERS AS OF NOVEMBER 19, 1997 ----------------------------------------------------------------- NUMBER OF SHARES AND NAME AND ADDRESS OF NATURE OF PERCENT OF COMPANY BENEFICIAL OWNER BENEFICIAL OWNER SHARES OUTSTANDING ----------------------------------------------------------------- Inter-Mountain 1,275,912 50.6% Capital Corporation(1) ----------------------------------------------------------------- Mark Technologies 326,310 13% Corporation(2) ----------------------------------------------------------------- (1) John Fife, director, President, CEO and Chairman of the Board of the Company, is the sole shareholder of Inter-Mountain Capital Corporation. (2) Mark G. Jones holds 100 shares individually and an additional 326,210 shares in his capacity as the controlling shareholder of Mark Technologies Corporation. ================================================================= ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS JOHN FIFE TRANSACTION John Fife, as the sole shareholder of IMCC, acquired a 50.5% interest in the Company on July 3, 1996. For a more detailed description of this acquisition see "ITEM 1 DESCRIPTION OF BUSINESS/Stock Purchase Agreement -- July 3, 1996." 1996 SETTLEMENT AGREEMENT TRANSACTION AND RELATED TRANSACTIONS The following amounts were paid through December 31, 1996 by the Company in connection with the 1996 Settlement Agreement, the Morgan Settlement Agreement and the IMCC Stock Purchase Agreement: Hunter & Brown, approximately $34,843.08, as legal counsel for Mark G. Jones, a director of the Company at the time; Campbell, Maack & Sessions, approximately $86,987.68 for services performed as legal counsel for Mark Technologies Corporation, a corporation controlled by Mark G. Jones, a director of the Company at the time; Dorton, Jones, Nicolatus & Stuart Inc., approximately $4,225, as experts for Mark Technologies Corporation, a corporation controlled by Mark G. Jones; 25
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Mark Technologies Corporation, approximately $10,090.03, a corporation controlled by Mark G. Jones, a director of the Company, for a retainer paid to Dorton, Jones, Nicolatus & Stuart, Inc. and for certain out-of-pocket expenses; Robinson & Sheen, L.L.C. $100,486.88, as counsel for the Company; Jardine, Linebaugh & Dunn, approximately $26,696.86, as counsel for the Company; Wildman, Harrold, Allen & Dixon, approximately $218,427.50, as counsel for IMCC, a company wholly owned by John Fife, director, CEO, President and Chairman of the Board of the Company; Giauque, Crockett, Bendinger & Peterson, $25,946.53, as local Utah counsel for IMCC, a company wholly owned by John Fife, director, CEO, President and Chairman of the Board of the Company; and IMCC, a company wholly owned by John Fife, director, CEO, President and Chairman of the Board of the Company, approximately $5,014.79 for reimbursement of the retainer to Giauque, Crockett, Bendinger & Peterson. LEGAL REPRESENTATION OF THE COMPANY During 1996, the law firm of Robinson & Sheen, L.L.C. provided legal representation to the Company. E. Jay Sheen, a former director of the Company, is a partner at Robinson & Sheen. In 1996, Robinson & Sheen received approximately $230,065 in legal fees. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - See Exhibit Index below. INCORPORATED BY REFERENCE TO EXHIBIT INDEX ANNUAL REPORT ON FORM 10-KSB - 1997 UTAH RESOURCE INTERNATIONAL, INC. SEC FILE NO. 0-9791 [Enlarge/Download Table] Exhibit No Exhibit Description Location/Incorporation by Reference 2.1 Share Exchange Agreement Incorporated by reference to Exhibit 3 to Form 8-K as filed July 20, 1995 2.2 Stock Purchase Agreement Incorporated by reference to Exhibit 1 to 13D-A as filed September 9, 1996 3.1 Articles of Incorporation of Utah Incorporated by reference to Exhibit 3.A to the Resources International, Inc. Company's registration statement on Form 10 26
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[Enlarge/Download Table] as filed June 22, 1981 3.2 Bylaws of Utah Resources Incorporated by reference to Exhibit 3.B to the International, Inc. Company's registration statement on Form 10 as filed June 22, 1981 3.3 Amendment of Bylaws dated Incorporated by reference to Exhibit 3.3 to the November 17, 1992 Company's Annual Report of Form 10-KSB for the year ended December 31, 1992 3.4 Amendment of Bylaws - Incorporated by reference to Exhibit 3.4 to the December, 1994 Company's Annual Report of Form 10-KSB for the year ended December 31, 1994 3.5 Amendment to Articles of Incorporated by reference to Exhibit 3.5 to the Incorporation adopted by Company's Annual Report of Form 10-KSB for shareholders January 26, 1995 the year ended December 31, 1994 10.1 Share Exchange Agreement Incorporated by reference to Exhibit 3 to Form 8-K as filed July 20, 1995 10.2 Stock Purchase Agreement Incorporated by reference to Exhibit 1 to Form 13D-A as filed September 9, 1996 10.3 Splitoff Agreement Incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.4 Morgan Settlement Agreement Incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 10.5 1996 Settlement Agreement Incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 21 List of Subsidiaries Incorporated by reference to Exhibit 21 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1992 27 Financial Data Schedule Filed herein _____________ ** Confidential treatment has been granted with respect to information contained in this exhibit. (b) Reports on Form 8-K -- The Company did not file any reports on Form 8-K during the fiscal year ended December 31, 1997. 27
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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Utah Resources International, Inc. Date: 3/25/98 By: /s/ John Fife ------------------ ------------------------------ John Fife Its director, President, Chairman of the Board, and CEO Date: 3/25/98 /s/ Ladd Eldredge ------------------ ------------------------------ Ladd Eldredge, CFO Date: 3/25/98 /s/ David Fife ------------------ ------------------------------ David Fife, director Date: 3/25/98 /s/ Lyle D. Hurd, Jr. ------------------ ------------------------------ Lyle D. Hurd, Jr., director Date: 3/25/98 /s/ Stuart B. Peterson ------------------ ------------------------------ Stuart B. Peterson, director Date: 3/25/98 /s/ Gregory White ------------------ ------------------------------ Gregory White, director 28
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UTAH RESOURCES INTERNATIONAL, INC. CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES 29
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UTAH RESOURCES INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS CONTENTS PAGE ---- [Download Table] Independent Auditors' Report F-1 Consolidated balance sheet, December 31, 1997 F-2 Consolidated statements of operations for the years ended December 31, 1997 and 1996 F-3 Consolidated statement of stockholders' equity for the years ended December 31, 1997 and 1996 F-4 Consolidated statement of cash flows for the years ended December 31, 1997 and 1996 F-5 Notes to consolidated financial statements F-8 Consolidated schedules of supplementary information on oil and gas operations F-19 30
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INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS OF UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES We have audited the accompanying consolidated balance sheet of UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES at December 31, 1997 and the related consolidated statements of operations, stockholders' equity and cash flows for the two years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES as of December 31, 1997 and the results of their operations and their cash flows for the two years ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in the Schedule of Supplementary Information on oil and gas operations is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information, except for that portion marked "unaudited," on which we express no opinion, has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Salt Lake City, Utah January 28, 1998, except for note 15 which is dated February 27, 1998 F-1
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 -------------------------------------------------------------------------------- [Download Table] ASSETS ------ Cash and cash equivalents $ 163,230 Accounts receivable from related parties 372,757 Notes receivable 235,746 Property and equipment, net of accumulated depreciation and amortization of $52,314 17,512 Real estate held for resale 855,007 Royalty interest in petroleum and mineral production, net of amortization of $47,729 2,481 Other assets 53,287 ----------- $ 1,700,020 =========== =============================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Accounts payable $ 280,802 Accrued expenses 722,652 Earnest money deposits 36,000 Notes payable 285,794 ----------- Total liabilities 1,325,248 ----------- Minority interest 89,798 Commitment and contingencies - Stockholders' equity: Common stock; par value $.10 per share, 5,000,000 shares authorized, 2,522,808 shares issued and outstanding 252,281 Additional paid-in capital 4,431,232 Note receivable from stock sale (3,633,159) Retained deficit (765,380) ----------- Total stockholders' equity 284,974 ----------- $ 1,700,020 =========== ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-2
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, ------------------------------------------------------------------------------- [Download Table] 1997 1996 ------------------------- Sales $ 530,553 $ 451,406 Cost of sales 207,691 139,175 ------------------------- Gross profit 322,862 312,231 General and administrative expenses 1,222,040 1,530,288 ------------------------- Loss from operations (899,178) (1,218,057) ------------------------- Other income (expense): Royalty income 176,572 153,051 Interest and dividend income 247,295 156,895 Interest expense (22,517) (86,405) Other income (expense) (18,900) (8,772) ------------------------- Total other income (expense) 382,450 214,769 ------------------------- Loss before minority interest and provision for income taxes (516,728) (1,003,288) Minority interest in net loss of subsidiaries 21,105 23,385 ------------------------- Loss before provision for income taxes and discontinued operations (495,623) (979,903) Income tax benefit 51,000 54,000 ------------------------- Loss from continuing operations (444,623) (925,903) Discontinued operations: Loss from discontinued operations net of income taxes of $-0- - (19,365) Income from disposal of discontinued operations net of income taxes benefit of $-0- - 93,066 ------------------------- Total discontinued operations - 73,701 ------------------------- Net loss $ (444,623) $ (852,202) ========================= Loss per share - continued operations (.18) (.45) Income per share - discontinued operation - .04 ------------------------- Total loss per share $ (.18) $ (.41) ========================= ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-3
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1997 AND 1996 ------------------------------------------------------------------------------- [Download Table] NOTES COMMON SHARES ADDITIONAL RECEIVABLE ------------------- PAID-IN FROM STOCK RETAINED SHARES AMOUNT CAPITAL SALES EARNINGS --------------------------------------------------------- Balance, January 1, 1996 1,851,198 $185,120 $ 348,757 $ - $ 531,445 Common stock retired through split-off of subsidiary (590,000) (59,000) 59,000 - - Repurchase of common stock (40,552) (4,055) (131,794) - - Common stock issued for: Cash and note receivable 1,275,912 127,591 4,146,714 (3,633,159) - Accounts payable 26,250 2,625 8,555 - - Net loss - - - - (852,202) --------------------------------------------------------- Balance, December 31, 1996 2,522,808 252,281 4,431,232 (3,633,159) (320,757) Net loss - - - - (444,623) --------------------------------------------------------- Balance, December 31, 1997 2,522,808 $252,281 $4,431,232 $(3,633,159) $(765,380) ========================================================= ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-4
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEARS ENDED DECEMBER 31, ------------------------------------------------------------------------------- [Download Table] 1997 1996 --------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(444,623) $(852,202) Add loss from discontinued operations - 19,365 Income from disposition of discontinued operations - (93,066) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 12,253 12,567 Minority interest in net loss of subsidiaries (21,105) (23,385) Loss (gain) on disposition of assets - 1,221 (Increase) decrease in: Accounts receivable (110,089) 109,954 Other assets 83,724 (32,935) Real estate held for resale 21,081 87,834 Income tax receivable - 212,328 (Decrease) increase in: Accounts payable 28,338 (23,982) Accrued expenses 176,582 153,787 --------------------- Net cash used in continued operations (253,839) (428,514) Net cash provided by discontinued operations - 136,993 --------------------- Net cash used in operating activities (253,839) (291,521) --------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposition of assets - 500 Payments on notes receivable 63,459 189,367 Purchase of property and equipment (399) - Increase in notes receivable (158,533) (151,050) Decrease in minority interest - (17,825) --------------------- Cash (for) from investing activities - continuing operations (95,473) 20,992 Cash for investing activities - discontinued operations - (38) --------------------- Net cash (used in) provided by investing activities (95,473) 20,954 --------------------- ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-5
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED ------------------------------------------------------------------------------- [Download Table] 1997 1996 -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on notes payable (5,316) (419,449) Issuance of common stock - 641,146 Retirement of common stock - (135,849) -------------------- Cash (for) from financing activities - continued operations (5,316) 85,848 Cash for financing activities - discontinued operations - (63,254) -------------------- Net cash provided by (used in) financing activities (5,316) 22,594 -------------------- Decrease in cash (354,628) (247,973) Cash and cash equivalents, beginning of year 517,858 765,831 -------------------- Cash and cash equivalents, end of year $ 163,230 $ 517,858 ==================== 1996 ---- The Company issued 1,275,912 shares of stock in exchange for cash and a note receivable in the amount of $3,633,159. The Company issued 26,250 shares of stock as payment of a liability in the amount of $11,180. The Company redeemed and retired 590,000 shares of stock in conjunction with the divesture of Midwest Railroad at no value. ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-6
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED ------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: [Download Table] 1997 1996 ---------------------- Cash paid during the year for: Interest $ 2,259 $ 51,301 ====================== Income taxes $ - $ - ====================== ------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. F-7
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1997 AND 1996 ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS Utah Resources International, Inc., and consolidated entities (the Company) is engaged primarily in the development of real estate including the sale of developed and undeveloped real estate. The Company's assets are located in the Rocky Mountain West. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the financial statements of Utah Resources, Inc., Tonaquint Inc. and a number of limited partnerships of which the Company has ownership in excess of 50 percent and has management responsibility. All material intercompany transactions and balances have been eliminated in consolidation of the Companies and partnerships. The Company is both a general and limited partner in the following limited partnerships. [Download Table] PERCENT PARTNERSHIP OWNED ----------- ------- Country Club Partnership 84.04% URI - MGO Partnership 70.00% Southgate Palms Ltd. Partnership 100.00% Southgate Plaza Ltd. Partnership 52.50% Southgate Resort Partnership 100.00% Resources Limited Partnership 83.63% Tonaquint Indian Hills Partnership 75.86% Service Station Partnership 79.00% Discontinued operations include Midwest Railroad Construction and Maintenance Corporation (Midwest) from June 13, 1995 (date of acquisition) through March 31, 1996 (date of disposition). The Company disposed of Midwest effective March 31, 1996, (see notes 7 and 8). ------------------------------------------------------------------------------- F-8
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED METHOD OF RECOGNITION OF INCOME Real Estate Profits on sale of developed lots, developed land and raw land are recognized in accordance with standards established for the real estate industry which generally provide for deferral of all or part of the profit on a sale if the buyer does not meet certain down payment requirements or certain other tests of the buyer's financial commitment to the purchase, or the seller is required to perform significant obligations subsequent to the sale. Cost of sales include a pro rata portion of acquisition and development costs (including estimated costs to complete) along with sales commissions, closing costs and other costs specifically related to the sale. METHOD OF RECOGNITION OF INCOME Other Royalty income is recognized when received. The Company has overriding mineral and oil and gas royalty interests and thus exercises no control over the activities of the royalty payers and is notified of the amounts or royalties due when the cash is received. The Company follows the full-cost accounting method of capitalizing all exploration and development costs including nonproductive drilling expenses, lease abandonments, and other related costs. Under this method of accounting, no gains or losses are recognized from the sale or disposition of properties with insignificant proved oil and gas reserves. If capitalized costs exceed the present value of future net operations, the excess is charged to expense. PROPERTY AND EQUIPMENT Property and equipment is carried at cost. Depreciation is computed using the straight-line method based upon useful lives of 3-10 years. REAL ESTATE HELD FOR RESALE Real estate held for resale includes developed lots, land under development and raw land. Real estate held for resale is carried at the lower of cost or market. The cost of development of building lots includes the land and the related costs of development (planning, survey, engineering and other) which are capitalized. The cost of interest and property taxes are expensed. ------------------------------------------------------------------------------- F-9
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED ROYALTY INTEREST IN PETROLEUM AND MINERAL PRODUCTION The cost of identifiable intangible assets, consisting of royalties, is being amortized on a straight-line basis over the expected productive life of the asset of 15 years. INCOME TAXES Deferred income taxes are provided in amounts sufficient to give effect to temporary differences between financial statement and tax reporting purposes. The differences are primarily a result of differing methods of accounting for land sales and depreciation of property and equipment. EARNINGS PER SHARE The computation of basic earnings per common share is based on the weighted average number of shares outstanding during each year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. Common stock equivalents have not been included as the exercise price is in excess of the market price and the amounts are antidilutive. STATEMENT OF CASH FLOWS For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. CONCENTRATION OF CREDIT RISK Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of trade receivables. In the normal course of business, the Company provides credit terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers and maintains allowances for possible losses which, when realized, have been within the range of management's expectations. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such account and believes it is not exposed to any significant credit risk on cash and cash equivalents. ------------------------------------------------------------------------------- F-10
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. ACCOUNTS RECEIVABLE FROM RELATED PARTIES Accounts receivable at December 31, 1997, include $120,086 which is due from an entity which has some shareholders in common with the Company, $98,796 due from the principal shareholder of the Company, and $153,875 which is due from various partnerships related by ownership. 3. NOTES RECEIVABLE The Company has the following notes receivable at December 31, 1997: [Download Table] Note receivable from an individual with interest at 9%, secured by real estate and due when real estate is sold $231,225 Note receivable from a company with interest at 8.5%, unsecured 4,521 -------- $235,746 ======== Future maturities of notes receivable are as follows: [Download Table] YEAR AMOUNT ---- ------ 1998 $4,521 1999 231,225 -------- Total $235,476 ======== ------------------------------------------------------------------------------- F-11
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 4. REAL ESTATE HELD FOR RESALE Real estate held for resale consists of approximately 403 acres of real estate of which approximately 383 acres is currently planned for single family dwelling lots, commercial development and multiple housing in St. George, Utah. The aggregate cost of the raw land and partially developed land is $855,007 at December 31, 1997. 5. ACCRUED EXPENSES Accrued expenses at December 31, 1997 consist of the following: [Download Table] Deficit in investment in partnerships $231,842 Accrued interest 145,134 Accrued costs for clean up of gasoline tanks 50,533 Accrued payroll and payroll taxes 288,022 Other accrued expenses 7,121 -------- Total $722,652 ======== 6. NOTES PAYABLE The Company has the following notes payable at December 31, 1997: [Download Table] Notes payable to a shareholder of the Company with interest rates ranging from 7.5% to 9.5% $110,932 Notes payable to a governmental entity requiring annual payments of approximately $15,000 plus interest at 5.94%, secured by real estate 91,551 Note payable to an entity requiring annual payments of $10,386 including interest at 9% 67,282 Note payable to a financial institution requiring monthly payments of $491 including interest at 10.5%, secured by a vehicle 16,029 -------- Total $285,794 ======== ------------------------------------------------------------------------------- F-12
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 6. NOTES PAYABLE CONTINUED Future maturities of notes payable are as follows: [Download Table] YEAR AMOUNT ---- ------ 1998 $162,454 1999 25,992 2000 27,057 2001 23,421 2002 22,799 Thereafter 24,071 -------- $285,794 ======== None of the Company's debt instruments are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 1997, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. 7. INVESTMENT IN MIDWEST Effective June 13, 1995, the Company acquired 100% ownership of Midwest through the issuance of 590,000 shares of the Company's common stock for all of the outstanding stock of Midwest. The acquisition was accounted for as a purchase. The fair market value of the Midwest assets and liabilities approximated the historical cost of the assets and liabilities and no goodwill was therefore recorded. The net equity of Midwest at the date of acquisition was $255,503. Effective March 31, 1996, the Company spun off Midwest to its former owner. The Company returned to the former Midwest owner all of the common stock of Midwest and in return received 590,000 shares of its restricted common stock and agreed to forgive net cash advances made to Midwest over the ownership period. The return of the 590,000 shares of common stock to the Company was recorded at no value as the Company exchanged its ownership in Midwest for the return of the shares of the Company. In 1996, the aggregate loss on the disposal of Midwest was reduced by $93,066 due primarily to the offsetting of certain costs against the advances made to Midwest incurred on behalf of Midwest. ------------------------------------------------------------------------------- F-13
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 7. INVESTMENT IN MIDWEST CONTINUED For the three months ended March 31, 1996, Midwest had a loss of $19,365 resulting in a net gain on disposition in 1996 of $73,701. The Company realized an aggregate total loss of $659,934 on the disposal of Midwest. 8. DISCONTINUED OPERATIONS Condensed financial information for Midwest, which was discontinued, is as follows for the period January 1, 1996 through March 31, 1996 (date of disposition). [Download Table] JANUARY 1, 1996 THROUGH MARCH 31, 1996 (DATE OF DISPOSITION) ------------ Revenues $2,690,730 Costs and expenses 2,710,095 ---------- Net loss before income tax (19,365) Income tax expense - ---------- Net loss $ (19,365) ========== 9. INCOME TAXES The benefit for income taxes is as follows: Continuing Operations [Download Table] 1997 1996 ------------------ Current $51,000 $54,000 Deferred - - ------------------ Total discontinued operations $51,000 $54,000 ================== ------------------------------------------------------------------------------- F-14
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 9. INCOME TAXES CONTINUED Discontinued Operations [Download Table] 1997 1996 ----------------------- Current $ - $ - Deferred - - ----------------------- Total continuing operations $ - $ - ======================= The benefit for income taxes differs from the amount computed at the federal statutory rate as follows: Continuing Operations [Download Table] 1997 1996 ----------------------- Income tax benefit at federal statutory rates $ 151,000 $ 333,000 State income taxes 5,000 49,000 Valuation allowance (105,000) (328,000) ----------------------- Total current income taxes $ 51,000 $ 54,000 ======================= Discontinued Operations [Download Table] 1997 1996 ----------------------- Income tax (expense) benefit at federal statutory rates $ - $ (11,000) State income taxes - (4,000) Other - 15,000 ----------------------- Total $ - $ - ======================= ------------------------------------------------------------------------------- F-15
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 9. INCOME TAXES CONTINUED Deferred income taxes have been established to reflect timing differences between financial reporting and income tax purposes. The primary differences are as follows: [Download Table] 1997 1996 ------------------------- Net operating loss carryforward (433,000) (328,000) Valuation allowance 433,000 328,000 ------------------------- Total $ - $ - ========================= The Company has a net operating loss carryforward of approximately $1,447,000, which expires between 2011 and 2012. The benefit of the net operating loss (NOL) carryforwards available to offset future taxes will be limited by the tax laws in effect at the time such NOL's can be utilized. Significant changes in the ownership of the Company or tax laws could limit the amount of NOL benefit. 10. LOSS PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 (SFAS 128) "Earnings Per Share," which requires companies to present basic earnings per share (EPS) and diluted earnings per share, instead of the primary and fully diluted EPS that was previously required. The new standard also requires additional informational disclosures, and makes certain modifications to the previously applicable EPS calculations defined in Accounting Principles Board No. 15. The new standard is required to be adopted by all public companies for reporting periods ending after December 15, 1997, and requires presentation of EPS for all prior periods reported. During the year ended December 31, 1997, the Company adopted this standard. ------------------------------------------------------------------------------- F-16
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 10. LOSS PER SHARE CONTINUED Loss per share information in accordance with SFAS 128 is as follows: [Download Table] YEAR ENDED DECEMBER 31, 1997 --------------------------------------- INCOME SHARES PER-SHARE (NUMERATOR) (DENOMINATOR) AMOUNT --------------------------------------- Net loss $(444,623) Less preferred stock dividends - --------- BASIC EPS Income available to common stockholders (444,623) 2,522,808 $(.18) ===== EFFECT OF DILUTIVE SECURITIES Stock options - - ------------------------- DILUTED EPS Income available to common stockholders plus assumed conversions $(444,623) 2,522,808 $(.18) ==================================== [Download Table] YEAR ENDED DECEMBER 31, 1996 --------------------------------------- INCOME SHARES PER-SHARE (NUMERATOR) (DENOMINATOR) AMOUNT --------------------------------------- Net loss $(852,202) Less preferred stock dividends - --------- BASIC EPS Income available to common stockholders (852,202) 2,072,105 $(.41) ===== EFFECT OF DILUTIVE SECURITIES Stock options - - ------------------------- DILUTED EPS Income available to common stockholders plus assumed conversions $(852,202) 2,072,105 $(.41) ==================================== ------------------------------------------------------------------------------- F-17
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED ------------------------------------------------------------------------------- 11. STOCK SUBSCRIPTION RECEIVABLE The Company has a promissory note receivable at December 31, 1997 in the amount of $3,633,159. The note bears interest at the short-term Federal Internal Revenue Service rate (6.77% at December 31, 1997). Interest is due annually in July of each year with the principal balance due August 1, 2001. The note is secured by 1,285,912 shares of the Company's common stock. Accrued interest receivable at December 31, 1997 is $99,138 and is reflected in related party receivables. 12. CONTINGENCIES The Company is aware of certain claims made against the Company which could result in liabilities in excess of amounts accrued in the financial statements. Management believes that any such claim, if asserted, will not result in any adverse effect on the financial position of the Company. The Company is in the process of remediation of the service station property. It is not known if any additional costs over what the Company has accrued will be needed to complete the remediation. 13. COMMITMENTS The Company leases its office facility under a year lease requiring monthly payments of $500 which expires in 1998. Lease expense was $6,000 in 1997. The Company has an employment agreement with its president for an annual salary of $195,000 per year. On February 27, 1998, the Company, in connection with the execution of the stock purchase agreement in 1996, entered into an employment agreement with the president of the Company for a salary of $195,000 per year. The agreement commences the salary on July 13, 1996. Accrued and expensed salary to the president for the year ended December 31, 1997 is $286,356. 14. SIGNIFICANT CUSTOMERS The Company had land sales of approximately $331,000 and $106,000 to a significant customer in 1997 and 1996, respectively: 15. STOCKHOLDERS' PROPOSAL The Company is in process of filing with the Securities and Exchange Commission (SEC) registrations, which if accepted by the SEC and if approved by the shareholders of the Company, will result in the Company effectuating a 1 for 1,000 share reverse stock split and the Company becoming a non-public company with no SEC filing requirements. ------------------------------------------------------------------------------- F-18
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF SUPPLEMENTARY INFORMATION ON OIL AND GAS OPERATIONS ------------------------------------------------------------------------------- The information on the Company's oil and gas operations as shown in this schedule is based on the full-cost method of accounting and is presented in conformity with the disclosure requirements of Statement of Financial Accounting Standards NO. 69 "Disclosures about Oil and Gas Producing Activities." COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION, EXPLORATION AND DEVELOPMENT ACTIVITIES [Download Table] DECEMBER 31, ----------------------- 1997 1996 ----------------------- Acquisition of proved properties $ - $ - ======================= Exploration and affiliate costs $ - $ - ======================= Development costs $ - $ - ======================= RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES [Download Table] DECEMBER 31, ------------------ 1997 1996 ------------------ Royalty income $176,572 $153,051 Production costs - - Exploration costs - - Depreciation, depletion, amortization, and valuation provisions (3,347) (3,348) ------------------ Results of operations from producing activities before taxes 173,225 149,703 Income tax expense (59,000) (51,000) ------------------ Results of operations from producing activities (excluding corporate overhead and interest costs) $114,225 $ 98,703 ================== ------------------------------------------------------------------------------- F-19
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF SUPPLEMENTARY INFORMATION CONTINUED ------------------------------------------------------------------------------- CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES [Download Table] YEAR ENDED DECEMBER 31, ------------------- 1997 1996 ------------------- Proved oil and gas properties $ 50,210 $ 50,210 Accumulated depreciation, depletion, amortization and valuation allowances (47,729) (44,382) ------------------- Net capitalized costs $ 2,481 $ 5,828 =================== ESTIMATED QUANTITIES OF RESERVES (UNAUDITED) The estimated quantities of proved oil and gas reserves disclosed in the table below are based upon estimates prepared by American Energy Advisors, Inc., petroleum engineers. Such estimates are inherently imprecise and may be subject to substantial revisions. All quantities shown in the table are proved developed reserves and are located within the United States. [Download Table] YEAR ENDED DECEMBER 31, 1997 ------------------- BARRELS MCF ------------------- Proved oil and gas reserves: Balance at beginning of year $ 45,000 $437,000 Revisions of previous estimates - - Improved recovery and acquisition of minerals in place - - Extensions and discoveries - - Production (2,000) (51,000) ------------------- Balance at end of year $ 43,000 $386,000 =================== ------------------------------------------------------------------------------- F-20
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF SUPPLEMENTARY INFORMATION CONTINUED ------------------------------------------------------------------------------- [Download Table] YEAR ENDED DECEMBER 31, 1996 ---------------------- BARRELS MCF ---------------------- Proved oil and gas reserves: Balance at beginning of year $ 51,000 $ 488,000 Revisions of previous estimates - (40,000) Improved recovery and acquisition of minerals in place - - Extensions and discoveries - - Production (6,000) (11,000) ---------------------- Balance at end of year $ 45,000 $ 437,000 ====================== STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES (UNAUDITED) [Download Table] YEARS ENDED DECEMBER 31, ---------------------- 1997 1996 ---------------------- Future cash in flows $1,651,000 $1,830,000 Future production and development costs (62,000) (70,000) Future income tax expenses (540,000) (598,000) ---------------------- Future net cash flows 1,049,000 1,162,000 10% annual discount for estimated timing of cash flows (529,000) (508,000) ---------------------- Standardized measure of discounted future net cash flows $ 520,000 $ 654,000 ====================== ------------------------------------------------------------------------------- F-21
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UTAH RESOURCES INTERNATIONAL, INC., AND SUBSIDIARIES CONSOLIDATED SCHEDULE OF SUPPLEMENTARY INFORMATION CONTINUED ------------------------------------------------------------------------------- CHANGES RELATING TO STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED) [Download Table] YEARS ENDED DECEMBER 31, ---------------------- 1997 1996 ---------------------- Sales, net of production costs $(177,000) $ (153,000) Net changes in prices (80,000) - Acquisition and improved recover, less related costs - - Revisions of previous quantity estimates - (85,000) Accretion of discount 65,000 74,000 Net change in income taxes 58,000 80,000 ---------------------- Net change $(134,000) $ (84,000) ====================== ------------------------------------------------------------------------------- F-22

Dates Referenced Herein   and   Documents Incorporated by Reference

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8/1/01548
Filed on:3/30/98
2/27/981348
1/28/9831
For Period End:12/31/97150
12/29/972
12/15/9746
12/11/971421
11/19/97225
1/8/974910KSB
12/31/96195110KSB,  10KSB/A,  NT 10-K
10/10/9620
9/9/962627SC 13D/A
8/29/965
8/28/965
8/23/965
8/22/965
8/9/965
7/13/96548
7/3/963258-K
6/26/964
5/17/964
4/25/969
4/16/9634SC 13D
4/7/9623
4/5/963
3/31/9694410QSB,  10QSB/A
1/1/9644
12/31/9542710KSB,  10KSB/A
10/4/954
7/21/954
7/20/9526278-K
7/18/9588-K
7/1/9589
6/28/951323
6/13/95743
6/1/959
4/7/9523
2/16/957
2/15/958
1/26/951727
1/12/9517
12/31/9427
4/7/9423
6/19/9321
4/6/934
12/31/9227
11/17/9227
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