-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AjmDwJMvIZ2x2bpRXmnTH2EULaPrBa/2LSaky4h7KnThfeKUq6qqJSu7c44SIEIl YUuZ+edp0q5ozmCBh3Wu5w== 0000019913-99-000022.txt : 19991115 0000019913-99-000022.hdr.sgml : 19991115 ACCESSION NUMBER: 0000019913-99-000022 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIEF CONSOLIDATED MINING CO CENTRAL INDEX KEY: 0000019913 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 870122295 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-01761 FILM NUMBER: 99747505 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVE STREET 2: STE 1021 CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 2123544044 MAIL ADDRESS: STREET 1: 500 FIFTH AVE STREET 2: STE 1021 CITY: NEW YORK STATE: NY ZIP: 10110 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1999 Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission File Number 1-1761 CHIEF CONSOLIDATED MINING COMPANY (Exact name of Small Business Issuer as Specified in Its Charter) Arizona 87-0122295 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer ID. No.) 500 Fifth Avenue, Suite 1021, New York, NY 10110-1099 (Address of Principal Executive Offices) 212-354-4044 (Issuer's Telephone Number, Including Area Code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities and Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO 7,951,601 Number of shares of $.50 par value Common Stock outstanding at October 22, 1999 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) ASSETS September 30,1999 CURRENT ASSETS: Cash $ 64,033 U.S. treasury bills, at cost which 843,116 approximates market value Accounts receivable 2,215 Other current assets 4,456 Total current assets 913,820 INVESTMENT IN CENTRAL STANDARD CONSOL. MINES 79,961 ADVANCES TO CENTRAL STANDARD 29,650 CONSOLIDATED MINES MINING CLAIMS AND PROPERTIES, LESS 8,465,619 ACCUMULATED DEPLETION OF $819,444 MACHINERY AND EQUIPMENT, LESS ACCUMULATED 128,676 DEPRECIATION OF $134,579 RECLAMATION BOND DEPOSITS 143,239 Total assets $9,760,965 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $17,032 ACCRUED RECLAMATION COST 389,800 MINORITY INTEREST 2,502,107 SHAREHOLDER'S EQUITY: Preferred stock-$0.50 par value; 1,500,000 2,584 shares authorized, 5,168 shares outstanding Common stock-$0.50 par value; 20,000,000 shares authorized, 7,951,602 outstanding, 16,441 shares held in treasury without any associated value 3,975,801 Additional paid-in-Capital 14,818,554 Deferred compensation (3,225) Notes receivable from shareholders (80,420) Accumulated deficit (11,861,268) Total shareholders' equity 6,852,026 Total liabilities and shareholders equity $9,760,965 The accompanying notes to consolidated financial statements are an integral part of this consolidated balance sheet. CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended September September 30, 1999 30, 1998 REVENUES: Interest 10,453 $ 6,600 Land sales and other 2,033 2,730 Total revenues 12,486 9,330 EXPENSES: General and administrative 250,605 165,946 Mining properties operating and exploration costs 64,704 185,362 Taxes other than income taxes 13,191 7,550 Total expenses 328,500 358,858 NET LOSS BEFORE MINORITY INTEREST(316,014) (349,528) MINORITY INTEREST - 55,833 NET LOSS $(316,014) $(293,695) NET LOSS PER COMMON SHARE (Basic and Diluted) $ (0.04) $ (0.05) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Basic and 7,948,634 6,505,709 Diluted) The accompanying notes to consolidated financial statements are an integral part of these consolidated statements CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Nine Months Ended September September 30, 1999 30, 1998 REVENUES: Interest $23,008 $28,361 Land sales and other 14,389 34,214 Total revenues 37,397 62,575 EXPENSES: General and administrative 742,748 488,108 Mining properties operating and exploration costs 355,764 362,437 Taxes other than income taxes 53,206 19,358 Total expenses 1,151,718 869,903 NET LOSS BEFORE MINORITY INTEREST(1,114,321) (807,328) MINORITY INTEREST - 137,615 NET LOSS $(1,114,321) $(669,713) NET LOSS PER COMMON SHARE (Basic and Diluted) $ (0.15) $ (0.10) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Basic and 7,596,576 6,448,663 Diluted) The accompanying notes to consolidated financial statements are an integral part of these consolidated statements CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Increase (Decrease) in Cash For the Nine Months Ended September September 30, 1999 30, 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,114,321)$ (669,713) Adjustments to reconcile net loss to net cash used in operating activities: Issuance of common stock for services rendered 31,377 14,000 Depreciation 24,254 13,650 Amortization of deferred compensation 9,675 18,750 Allocation of loss to minority - (137,615) interest Change in Assets and Liabilities: Decrease in accounts receivable 2,271 651 (Increase) decrease in other assets (4,456) 812 (Decrease) increase in accounts (75,071) (52,339) payable and accrued liabilities Net cash used in operating activities (1,126,271) (811,804) CASH FLOWS FROM INVESTING ACTIVITIES: Decrease Increase in U.S. treasury (99,892) (246,890) bills, net Mining property development and purchase of property and equipment (272,733) (503,083) Increase in reclamation bond deposits - (99,740) Collection on notes receivable from shareholders 1,950 - Advances to affiliates (3,000) (1,500) Net cash used in investing activities: (373,675) (851,213) CASH FLOWS FROM FINANCING ACTIVIITES: Net proceeds from sale of common stock 1,471,750 1,383,500 Net cash used in provided by financing 1,471,750 1,383,500 activities: NET DECREASE IN CASH (28,196) (279,517) CASH AT BEGINNING OF PERIOD 92,229 345,517 CASH AT END OF PERIOD $ 64,033 $65,999 The accompanying notes to consolidated financial statement are an integral part of these consolidated statements CHIEF CONSOLIDATED MINING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying condensed consolidated financial statements have been prepared by registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although registrant believes the following disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for a full year. These condensed consolidated financial statements and notes thereto should be read in conjunction with registrant's consolidated financial statements and notes thereto, included in registrant's Form 10-KSB for the year ended December 31, 1998. Tintic Joint Venture On July 17, 1996, registrant, Akiko Gold Resources Ltd. ("Akiko") and Korea Zinc Co., Ltd. ("Korea Zinc") formed Tintic Utah Metals LLC ("Tintic"). Registrant contributed $3,975,873 of its mining claims and properties and machinery and equipment for an undivided 50 percent interest in Tintic. As a result of its failure to contribute the required capital to Tintic, Akiko forfeited any rights of ownership in Tintic. Thus, in accordance with the amended operating agreement, effective August 15, 1997, Akiko's ownership reverted to registrant at no cost to registrant, resulting in registrant's vested interest in Tintic increasing to 75 percent. During October 1998, an additional amendment to the operating agreement was signed which granted to registrant an option to purchase Korea Zinc's 25 percent ownership for $2,000,000. The option, which was to expire on October 15, 1999, was extended to December 31, 2000. During the option period, Korea Zinc is not required to make any advances to Tintic or to repay to registrant 25 percent of the advances made by registrant. During the first nine months of 1999, registrant advanced a net amount of approximately $770,000 to Tintic. During 1998, registrant advanced a net amount of approximately $890,000 to Tintic. Should registrant exercise its option and then subsequently sell the acquired ownership to a third party at a gain, Korea Zinc is entitled to 50 percent of the gain. If the option expires without exercise, all future transactions are covered under previous terms of the operating agreement. These previous terms include a requirement that registrant and Korea Zinc make additional capital contributions to fund approved programs and budgets in proportion to their respective percentages in Tintic. The failure of a member to meet its contribution requirement could result in the dilution of that member's percentage interest. Registrant's contribution was made at the historical bases of the related mining properties and machinery and equipment for financial reporting purposes. No gain recognition or step-up in basis was recorded in the accompanying consolidated financial statements as a result of the transaction. Central Standard Consolidated Mines Registrant owns approximately 23 percent of the outstanding capital stock of Central Standard Consolidated Mines. Central Standard's mining properties consist of approximately 300 acres located in the East Tintic Mining District contiguous to Tintic's property. Reclassification Certain reclassifications have been made in prior years to financial statements to conform to the current year's presentation. Item 2. Management's Discussion and Analysis or Plan of Operation. PLAN OF OPERATION Registrant hereby incorporates by reference the following portions of registrant's Annual Report dated April 13, 1999 on Form 10-KSB for the fiscal year ended December 31, 1998: "Item 6. Management's Discussion and Analysis or Plan of Operation - (a) PLAN OF OPERATION; "Item 1. - Description of Business"; and "Item 2. - Description of Property". Results of Operations and Liquidity and Capital Resources: Registrant's consolidated net loss for the nine months ended September 30, 1999 was $1,114,321 compared to registrant's consolidated net loss for the nine months ended September 30, 1998 of $669,713. Registrant's consolidated net loss for the three months ended September 30, 1999 was $316,014 as compared to registrant's consolidated net loss for the three months ended September 30, 1998 of $293,695. The increases of $444,608 and $22,319 respectively in the losses resulted primarily from an increase in costs associated with the rehabilitation of registrant's Trixie Mine and registrant's full allocation of the loss sustained by Tintic for both the nine month and three month periods ending September 30, 1999. Allocation of Tintic's full loss of $451,532 for the nine months ended September 30, 1999 and for the three months ended September 30, 1999 of $143,480 is in accordance with the terms of the Operating Agreement, due to advances made by registrant to Tintic Utah Metals during the first nine months of 1999. Registrant had no revenues from mining operations during the year 1998 or during the first nine months of 1999. Registrant's consolidated revenues of $37,397 for the first nine months of 1999 consisted of $14,389 from miscellaneous sources and $23,008 in revenues from interest. Registrant's consolidated revenues of $62,575 for the first nine months of 1998 consisted of $34,214 in revenues from real estate sales and miscellaneous sources and $28,361 in revenues from interest. Mining properties operating and exploration costs for the three month period ended September 30, 1999 as compared to the three month period ended September 30, 1998 decreased in the amount of $120,658. This decrease resulted primarily from a reduction of rehabilitation costs at registrants Trixie Mine net of an increase in costs associated with the rehabilitation of the Burgin Concentrating Mill during the third quarter of 1999. Registrant expended, directly and through Tintic, a total of approximately $2.3 million beginning in the second quarter of 1998 through the third quarter of 1999, principally in connection with: completion of the rehabilitation and development of the Trixie Mine; rehabilitation work on the Burgin Concentrating Mill; exploration and development of the silver fissure area of the Apex Mine (above the water table); and costs associated with registrant's application to the State of Utah for the appropriation of Burgin Mine water and for costs associated with registrant's application for the appropriation of water in the Main Tintic District. General administrative expenses for the nine and three month periods ended September 30, 1999 as compared to the nine and three month periods ended September 30, 1998, increased in the amounts of $254,640 and $84,659 respectively. These increase resulted primarily from increased general and administrative costs of Tintic during the nine and three month periods ended September 30, 1999. Registrant expects to continue funding its operating overhead for the balance of 1999 by utilizing cash from possible sales of surface real estate and other sources, in addition to its cash and U.S. Treasury Bills on hand. Registrant will seek additional funding through the private placement of shares of its capital stock, however, there can be no assurance that such sales of stock will be achieved. Cash Needs Of Registrant. The funds that registrant expended during the first nine months of 1999 for the above purposes, and the additional funds registrant used to pay its general corporate overhead were derived primarily from $92,229 in cash on hand at January 1, 1999, and $1,471,750 from net proceeds raised by the sale by registrant of shares of its common stock in private placements during the first nine months of 1999. As of September 30, 1999, there remained $907,000 of cash and U.S treasury bills on hand including U.S. Treasury Bill holdings. The extent by which registrant will be able to continue to fund its activities on its own properties and to make further advances to Tintic that will allow Tintic to proceed with its mining and rehabilitation activities, will depend primarily upon the ability of registrant to raise funds through the sale of real estate for residential and commercial development, and/or the successful initiation of production from the Trixie Mine (subject to the completion of the rehabilitation of the Burgin Concentrating Mill required to process Trixie Mine ores), and/or additional funding through the private placement of its capital stock. As at September 30, 1999, registrant had sufficient cash to meet its minimum corporate overhead requirements through December 31, 1999. PART II. OTHER INFORMATION Item 2. Changes in Securities None. Item 5. Other Information Application To Appropriate Burgin Water: As previously reported, registrant filed an application with the State of Utah in September, 1998 for the appropriation of Burgin Mine water covering up to 29,000 acre feet annually and that a hearing had been held before the Utah State Engineer. On August 5, 1999, the Utah State Engineer rejected registrant's application, holding that the Burgin water was very similar to the quality of water all along the west side of Utah Lake and that the Burgin Mine was not a new source of water. The Utah State Engineer apparently based his decision upon the objections of several protestors to the application, who had argued that an unspecified amount of Burgin highly saline water flows underground into Utah Lake, where water appropriation had previously been granted to parties other than registrant, and that the Burgin water was a tributary to Utah Lake. Registrant filed a request for reconsideration with the Utah State Engineer, seeking a reversal of the decision rejecting the application to appropriate the Burgin water. If the Utah State Engineer does not reverse his decision, registrant will seek to use the Utah State Engineer's decision as a basis for pumping the Burgin water directly into Utah Lake. Registrant believes that registrant should not be denied the right to appropriate the Burgin water, while at the same time being denied the right by some other governmental agency to pump the water into Utah Lake. If these dual denials should occur, registrant would consider at that time asserting its legal rights against the State of Utah under the law of inverse condemnation (taking of assets), on the grounds that such denials prevent development of the Burgin Mine and deprives registrant of the value of its property. The immediate effect of the decision against registrant's water appropriation application is that registrant will be unable at this time to enter into an agreement with U.S. Filter Operating Services ("U.S. Filter") for the building and operation of a water treatment facility. The Letter of Intent entered into by registrant and Tintic Utah Metals with U.S. Filter remains in effect. The potential for obtaining a feasibility study for mining from the portion of the Burgin Mine below the water level must also await the outcome of registrant's request for reconsideration or appeal of the Utah State Engineer's decision or until registrant has developed and received approval from State of Utah authorities of an alternative plan for the dewatering of the Burgin Mine. Accordingly, registrant is unable to estimate a time period within which the Burgin Mine will be put into production. Real Estate Annexation: In July 1999, the City of Eureka, Utah and Juab County adopted an ordinance declaring the annexation of 350 acres of registrant's Juab County into the City of Eureka. The formal recording of the transfer of the property took place in October 1999. The annexation means that City of Eureka services, subject to final determinations of culinary water allocation, will be available for the 350 acres and registrant will seek to enter into arrangements with brokers, developers and others for the sale of the acreage newly subject to those services. Year 2000: Registrant has assessed the impact of the Year 2000 issues affecting its hardware and software (including embedded systems contained in registrant's buildings, plant, equipment and other infrastructure) and concluded that any Year 2000 issues would not have a material effect on registrant's business, resulting operations, or financial condition. Resignation of Two Directors: On October 7, 1999 registrant's Board of Directors accepted the resignation of two members of the Board, James Callery and Victor V. Tchelistcheff. The Board, at that meeting, temporarily reduced the size of registrant's Board to three members as a result of the resignations. Registrant will increase the size of its Board of Directors to either five or seven members at the next meeting of shareholders anticipated to be held in December 1999. Item 6. Exhibits And Reports On Form 8-K None Safe Harbor Statement under the Private Securities Reform Act of 1995: This report contains forward-looking information and therefore it necessarily involves risks and uncertainties that could cause actual events to differ materially from those set forth or implied herein. Factors that could cause actual events to differ from these forward looking statements include, but are not limited to, the following: registrant does not have sufficient funds over the remainder of 1999 that would allow it to accomplish any one or more of its priorities, such as making adequate advances to Tintic Utah Metals for the purpose of renovating the Burgin Mill and mining from the silver fissure area of the Apex Mine, and to mine and process ore from registrant's Trixie Mine; the refusal of the Utah State Engineer to reverse his decision that denied registrant's application to appropriate water from the Burgin Mine; notwithstanding the availability of sufficient funds--the State of Utah fails to issue the mining permit needed to allow ores from the Trixie Mine and the silver fissure area of the Apex Mine to be processed -- it is not economically feasible to mine and sell ores from registrant's Trixie Mine and/or from the silver fissure area of the Apex Mine-- Tintic Utah Metals is unable to obtain governmental approval and permits relating to alternative plans to dewatering the Burgin Mine if registrant's application for reconsideration of the water appropriation application is denied by the Utah State Engineer: or is unable to a obtain a positive feasibility study or secure financing for the main Burgin Mine mining operation; registrant is unable to enter into an agreement with a real estate developer relating to the sale of registrant's real estate for residential and commercial development. For additional details, see "Item 6. Management's Discussion And Analysis Or Plan Of Operation. PLAN OF OPERATION - Cash Needs of Registrant" of registrant's Form 10-KSB for the year ended December 31, 1998. These and other risks are described in registrant's filings with the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements 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. CHIEF CONSOLIDATED MINING COMPANY (Registrant) November 10, 1999 /s/LEONARD WEITZ (Signature and Title) Leonard Weitz President, Chairman of the Board of Directors, and Principal Executive Officer November 10, 1999 /s/EDWARD R. SCHWARTZ (Signature and Title) Edward R. Schwartz Director, Treasurer, Principal Financial Officer and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----