<PAGE>
SECURITIES & EXCHANGE COMMISSION
WASHINGTON D. C. 20549
FORM 1O-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NO. 1-9904
VANDERBILT GOLD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 88-0224117
(State of incorporation) (I.R.S. employer identification no.)
4625 WYNN ROAD, SUITE 103, LAS VEGAS, NV 89103
(Address of principal offices) (Zip code)
Telephone: (702) 362-3152
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by the court. Yes X No .
-- --
As of March 31, 1997 there were 36,137,373 shares outstanding.
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VANDERBILT GOLD CORPORATION
Index
Page No
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet 3
Consolidated Statement of Operations 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - Other Information
Item 1. Legal Proceedings 8
Signatures 9
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VANDERBILT GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1997 AND 1996
IN THOUSANDS
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
ASSETS
------
Current Assets
Cash and cash equivalents $ 2 $ 8
Accounts receivable - Trade 2 2
Employee advances receivable 39 35
Due from related parties 1
Inventories 837 837
Prepaid and other assets 10 11
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Total Current Assets 891 894
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Property, Plant and Equipment 2,671 2,677
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Total Assets $ 3,562 $ 3,571
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LIABILITIES AND EQUITY
----------------------
Current Liabilities
Accounts payable $ 1,317 $ 1,300
Accrued expenses 136 136
Accounts payable - Related parties 47 158
Accrued payroll 586 547
Notes payable - Other 2 3
Deferred revenue - Gold sales 95 95
Gold loan payable 38 38
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Total Current Liabilities 2,221 2,277
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Long Term Liabilities 45 45
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Stockholder's Equity: (shares in 000's)
Capital stock (authorized 45,000,000;
issued 33,977 in 1996 and 32,093 in 1995) 361 343
Other capital 25,495 25,313
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Accumulated deficit (24,560) (24,407)
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Stockholder's Equity 1,296 1,249
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Total Liabilities and Equity $ 3,562 $ 3,571
------------ ------------
------------ ------------
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VANDERBILT GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
IN THOUSANDS (EXCEPT SHARE AMOUNTS)
1997 1996
------------ ------------
Revenue from Sales:
Bullion sales $ - $ -
Other revenue - 30
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Total Revenue from Sales - 30
------------ ------------
Mining Expenses:
Mine maintenance costs 12 11
Depreciation, depletion and amortization 17 17
Exploration costs - 1
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Total Mining Expenses 29 29
General & Administrative 125 64
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Total Expenses 154 93
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(Loss) From Operation (154) (63)
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Other Income and Expense:
Dividend income - -
Interest expense - -
------------ ------------
Total Other Income and Expense - -
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Net Income $ (154) $ (63)
------------ ------------
------------ ------------
Net loss per share $ 0.004 $ 0.002
------------ ------------
------------ ------------
Weighted average shares outstanding 36,137 33,066
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VANDERBILT GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
IN THOUSANDS 1997 1996
OPERATING ACTIVITIES:
------------ ------------
Net (Loss) $ (154) $ (63)
Reconciliation to net cash provided
(used) for operating activities:
Depreciation, depletion and amortization 17 16
Receivables - trade - -
Receivables - related parties 3 1
Inventories - -
Prepaids and other assets 1 5
Expenses paid with stock 146 -
Accounts payable and accrued liabilities (56) 18
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Net cash used by operations (43) (23)
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INVESTING ACTIVITIES;
Additions to property, plant and equipment (-) (-)
------------ ------------
Net cash used for investing activities (-) (-)
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FINANCING ACTIVITIES
Proceeds from sale of stock 44 23
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Net cash provided by financing activities 44 23
------------ ------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 1 (-)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1 1
CASH AND EQUIVALENTS, END OF PERIOD $ 2 $ 1
------------ ------------
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Interest paid - -
Purchase of equipment with stock 10 10
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VANDERBILT GOLD CORPORATION
Notes to Consolidated Financial Statements
NOTE 1: INTERIM FINANCIAL STATEMENTS
The accompanying consolidated interim financial statements have not been
audited. In the opinion of the Company's management, the interim financial
statements include all adjustments necessary for the fair presentation of the
results for the interim periods. These adjustments are of a normal recurring
nature. The financial statements, prepared in accordance with the regulations
of the Securities and Exchange Commission (the "SEC"), should be read in
conjunction with the Company's 1995 Annual Report on Form 10-K. Results of
operations for the interim periods are not necessarily indicative of results for
the full year.
NOTE 2. PROPERTY, PLANT, EQUIPMENT AND MINING PROPERTIES - NET:
Property, plant, equipment and mining properties, accumulated depreciation and
amortization and range of estimated lives as of March 31, 1997 and December 31,
1996 are as follows (in thousands):
Lives 1997 1996
---------- ------- -------
Units of
Mining properties production $ 8,631 $ 8,631
Plant and equipment 5-10 1,096 1,086
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9,727 9,717
Less: Accumulated depreciation and amortization (7,056) (7,040)
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Net property, plant and equipment $ 2,671 $ 2,677
------- -------
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL The company has focused its efforts on bringing the Las Coloradas
mine into production in Mexico. The Los Coloradas mine has exceeded cost
estimated for development. Prior to April 1, 1997 the company had a carried
interest in mine development and subsequent to that date the company will be
responsible for funding its percentage of any cash requirements to complete
development. Production from the mill is scheduled in 1997. The company has
executed agreements to extend the option period of both the Rosarence
agreement and the Las Coloradas joint venture agreement to April 30, 1998.
The extension to the Rosarence agreement requires the company to enter into a
exploration program expending minimum of $100,000 by April 30, 1998,
maintaining the La Sierra concession in good standing with governmental
agencies , make monthly payments of $3,000 per month commencing September 1,
1997 until the purchase option is fulfilled on or before April 30, 1998. The
extension to the Las Coloradas joint venture agreement requires the company
to make cash requirements promptly and to make monthly payments of $3,000 per
month commencing September 1, 1997 until the purchase option is fulfilled on
or before April 30, 1998.
The company is continuing in its plan with the reclamation program on the
Morning Star Mine to neutralize the leach pad and extract some of the
inventory of precious metals at the same time. Plans to put the mine into
production have been put on hold until the reclamation permit from the county
has been acquired.
RESULTS OF OPERATIONS:
Comparison of three months ended March 31, 1997 to three months ended March
31, 1996:
The Company realized a net loss of $154,000 ($0.004 per share) for the three
months ended March 31, 1997 which is $91,000 greater than the $63,000
($0.002 per share) net loss for the three months ended March 31, 1996. These
quarterly losses reflect the fact that the Company was concentrating on
reclamation and remediation activities at the Morning Star Mine ("Mine") and
consolidating its property position in Mexico
LIQUIDITY AND CAPITAL RESOURCES:
The Company's net working capital deficit decreased by $53,000 over that of
December 31, 1996. During the three months ended March 31,1997 operating
losses and additions to property were funded primarily through issuance of
stock for cash and property.
The company has sustained recurring losses from operations and has a
significant working capital deficit. Although the Company raised equity
capital from private placements in 1996 and the first quarter of 1997, due to
the uncertainties regarding its ability to develop and attain profitable
operations and raise capital in the future, there can be no assurance of the
Company's ability to continue as a going concern.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 10-Q to be signed on its
behalf by the undersigned, thereunto duly authorized.
VANDERBILT GOLD CORPORATION
(Registrant)
Dated: May 19, 1997
by /s/ Keith Fegert
Keith Fegert
President and Chief
Financial Officer
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