<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 JUNE 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____ TO ___
COMMISSION FILE 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 __.
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 August 15, 1997 there were 36,852,291 shares outstanding.
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VANDERBILT GOLD CORPORATION
Index
Page No
Item 1. Financial Statements
Consolidated Balance Sheet 3
Consolidated Statement of Operations 4-5
Consolidated Statement of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II - Other Information
Item 1. Legal Proceedings 8
Signatures 9
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VANDERBILT GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JUNE 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
IN THOUSANDS 1997 1996
----------- ------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1 $ 8
Accounts receivable - Trade 2 2
Employee advances receivable 47 35
Due from related parties 1 1
Inventories 837 837
Prepaid and other assets 10 11
---------- ------------
Total Current Assets 898 894
---------- ------------
Property, Plant and Equipment 2,676 2,677
---------- ------------
Total Assets $ 3,574 $ 3,571
---------- ------------
---------- ------------
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable $ 1,324 $ 1,300
Accrued expenses 136 136
Accounts payable - Related parties 34 158
Accrued payroll 624 547
Notes payable - Other 4 3
Deferred revenue - Gold sales 95 95
Gold loan payable 38 38
---------- ------------
Total Current Liabilities 2,255 2,277
---------- ------------
Long Term Liabilities 45 45
---------- ------------
Stockholder's Equity: (shares in 000's)
Capital stock (authorized 45,000,000; issued in 36,852,000 1996 and
33,977,000 in 1995) 369 343
Other capital 25,570 25,313
Accumulated deficit (24,665) (24,407)
---------- ------------
Stockholder's Equity 1,274 1,249
---------- ------------
Total Liabilities and Equity $ 3,574 $ 3,571
---------- ------------
---------- ------------
</TABLE>
<PAGE>
VANDERBILT GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
IN THOUSANDS (EXCEPT SHARE AMOUNTS) 1997 1996
--------- ---------
<S> <C> <C>
Revenue from Sales:
Bullion sales $ - $ -
Other revenue - 30
--------- ---------
Total Revenue from Sales - 30
--------- ---------
Mining Expenses:
Mine maintenance costs 14 21
Depreciation, depletion and
amortization 33 33
Exploration costs - 2
--------- ---------
Total Mining Expenses 47 56
General & Administrative 212 192
--------- ---------
Total Expenses 259 248
--------- ---------
(Loss) From Operation (259) (218)
--------- ---------
Other Income and Expense:
Debt cancellation income - 56
Dividend income - -
Interest expense - 1
--------- ---------
Total Other Income and Expense - 55
--------- ---------
Net (Loss) $ (259) $ (163)
--------- ---------
--------- ---------
Net loss per share $ 0.007 $ 0.001
--------- ---------
--------- ---------
Weighted average shares outstanding 36,852 33,995
--------- ---------
--------- ---------
</TABLE>
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VANDERBILT GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
IN THOUSANDS (EXCEPT SHARE AMOUNTS) 1997 1996
--------- ---------
<S> <C> <C>
Revenue from Sales:
Bullion sales $ - $ -
Other revenue - -
--------- ---------
Total Revenue from Sales - -
--------- ---------
Mining Expenses:
Mine maintenance costs 2 10
Depreciation, depletion and
amortization 17 16
Exploration costs - 1
--------- ---------
Total Mining Expenses 19 27
General & Administrative 86 128
--------- ---------
Total Expenses 105 155
--------- ---------
(Loss) From Operation (105) (155)
--------- ---------
Other Income and Expense:
Dividend income - -
Interest expense - (1)
Debt Cancellation income - 56
Gain (loss) fixed assets - -
Gain on joint venture sale - -
--------- ---------
Total Other Income and Expense - 55
--------- ---------
Net (Loss) $ (105) $ (100)
--------- ---------
--------- ---------
Net loss per share $ 0.003 $ 0.003
--------- ---------
--------- ---------
Weighted average shares outstanding 36,852 29,995
--------- ---------
--------- ---------
</TABLE>
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VANDERBILT GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
IN THOUSANDS 1997 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (Loss) $ (259) $ (163)
Reconciliation to net cash provided
(used) for operating activities:
Depreciation, depletion and
amortization 33 33
Receivables - trade - -
Receivables - related parties 12 1
Inventories - -
Prepaids and other assets (1) 4
Accounts payable and accrued liabilities (22) 28
--------- ---------
Net cash used by operations (237) (97)
--------- ---------
INVESTING ACTIVITIES;
Additions to property, plant and
equipment (-) (3)
--------- ---------
Net cash used for investing activities (-) (3)
--------- ---------
FINANCING ACTIVITIES
Proceeds from sale of stock 230 111
Net cash provided by financing
activities 230 111
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS (7) 11
CASH AND EQUIVALENTS, BEGINNING OF
PERIOD 8 1
CASH AND EQUIVALENTS, END OF PERIOD $ 1 $ 12
--------- ---------
--------- ---------
Interest paid - -
Payment of payables with stock 36 10
Purchase mineral property with stock - 131
</TABLE>
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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):
<TABLE>
<CAPTION>
Lives 1997 1996
---------- -------- --------
<S> <C> <C> <C>
Units of
Mining properties production $ 8,655 $ 8,631
Plant and equipment 5-10 1,095 1,086
-------- --------
9,750 9,717
Less: Accumulated depreciation and amortization (7,074) (7,040)
-------- --------
Net property, plant and equipment $ 2,676 $ 2,677
-------- --------
-------- --------
</TABLE>
<PAGE>
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. 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.
The Las Coloradas mine has exceeded cost estimated for development which
requires the company to fund its share of these costs. Production from the
mill has commenced at approximately 30 to 40 tons per day and will continue
at this level while operating supplies last. Access to the mine with
supplies is on hold due to road conditions during the rainy season.
Shipments of concentrates to the smelter will begin in the near future
pending road conditions. 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 six months ended June 30, 1997 to six months ended June 30,
1996.
The Company realized a net loss of $259,000 ($0.007 per share) for the six
months ended June 30, 1997 which is $96,000 greater than the $163,000
($0.001 per share) net loss for the six months ended June 30, 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 $26,000 over that of
December 31, 1996. During the six months ended June 30,1997 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 six months 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
<PAGE>
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: August 18, 1997
by /s/ Keith Fegert
Keith Fegert
President and Chief
Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 4
<SECURITIES> 0
<RECEIVABLES> 50
<ALLOWANCES> 0
<INVENTORY> 837
<CURRENT-ASSETS> 898
<PP&E> 9,750
<DEPRECIATION> 7,074
<TOTAL-ASSETS> 3,574
<CURRENT-LIABILITIES> 2,255
<BONDS> 0
0
0
<COMMON> 369
<OTHER-SE> 905
<TOTAL-LIABILITY-AND-EQUITY> 3,574
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 47
<TOTAL-COSTS> 47
<OTHER-EXPENSES> 212
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (259)
<INCOME-TAX> 0
<INCOME-CONTINUING> (259)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (259)
<EPS-PRIMARY> (.007)
<EPS-DILUTED> 0
</TABLE>
