U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
OMB Approval
OMB Number:xxxx-xxxx
Expires: Approval Pending
Estimated Average Burden Hours Per Response: 1.0
(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, 1996
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 if other jurisdiction of incorporation or
organization)(I.R.S. Employer ID. No.)
866 Second Avenue, New York, New York 10017
(Address of Principal Executive Offices)
212-688-8130
(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
5,988,109
Number of shares of Common Stock, par value $.50,
outstanding September 30, 1996
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
September 30, 1996
December 31, 1995
(Unaudited)
(Unaudited)
Current Assets:
Cash and cash equivalents $ 57,224
$ 160,045
U.S. treasury bills (at cost which
approximates market value)
889,857 2,616,559
Accounts receivable 16,791
32,228
Other current assets 3,222
2,228
Total Current Assets 967,094
2,811,060
Investments in Affiliates:
Tintic Utah Metals LLC 3,952,006
- - -
Other Entities 78,101
78,101
Advances 25,150
21,150
Total Investments 4,055,257
99,251
Property, Plant and Equipment:
Mining claims and properties 3,862,257
6,755,838
Machinery and equipment 121,496
158,298
Accumulated depletion and
depreciation (2,348,133)
(2,363,280)
Net Property, Plant and Equipment
1,635,620 4,550,856
Other Assets 47,456
51,675
$6,705,427
$7,512,842
=======
========
See Notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 1996
December 31,1995
(Unaudited) (Unaudited)
Current Liabilities:
Accounts payable and accrued liabilities $
56,348 $ 230,767
Minority Interest 42,201
42,201
Shareholders' Equity:
Preferred stock, authorized, 1,500,000
shares of $.50 par value; issued and outstanding
5,200 shares.
2,600 2,600
Common stock, authorized 20,000,000
shares of $.50 par value; issued 5,988,109
shares, 5,813,110 shares, respectively;
2,994,055 2,906,555
Additional paid-in capital
11,473,944 11,036,444
Deferred compensation (52,524)
(71,274)
Notes receivable from shareholders
(87,500) (87,500)
Accumulated deficit
(7,723,697) (6,546,951)
Total shareholders' equity
6,606,878 7,239,874
$ 6,705,427
$ 7,512,842
========
=========
See Notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
For the Three Months Ended For
the Nine Months Ended
Sept. 30, 1996 Sept. 30, 1995 Sept.
30, 1996 Sept. 30, 1995
Revenue:
Sale of flux materials $ - $
- - - $ - $194,389
Interest 11,000 13,902 64,461
42,637
Other income 20,781 4,286
26,189 16,733
Total revenue 31,781 18,188
90,650 253,759
Expenses:
Cost of Sale of Flux Materials -
- - - - 168,653
Mining properties and
Exploration Costs 268,512
186,051 763,092 492,982
General & Administrative 138,607 150,001
474,849 371,852
Taxes other than income taxes 5,207 9,357
29,455 26,615
Total expenses 412,326 345,409
1,267,396 1,060,102
Net Loss $(380,545) $(327,221)
$(1,176,746) $(806,843)
======= ========
======== ========
Net loss per common share $( .06 ) $( .06
) $( .20 ) $( .16 )
======== ======== =========
=========
Computation of net loss per share:
The loss per share is based on the weighted average number
of shares of preferred stock (equal to common in right to
receive dividends) and common stock outstanding for the nine
and three month periods presented: For the nine month
periods: outstanding 1996: 5,200 shares preferred and
5,988,109 shares common: total 5,993,309 shares; outstanding
1995: 5,653 shares preferred and 4,965,766 shares common:
total 4,971,419 shares. For the three month periods:
Outstanding 1996: 5,200 shares preferred and 5,988,109
shares common: total 5,993,309 shares; outstanding 1995:
5,653 shares preferred and 5,321,020 shares common : total
5,326,673 shares.
See Notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
nine months ended
Sept. 30, 1996
Sept. 30, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,176,746)
$(806,342)
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of common stock for
services rendered -
31,488
Depreciation
15,147 8,196
Amortization of deferred compensation
18,750 -
Change in Assets and Liabilities:
Decrease in accounts receivable
15,437 93,423
Increase in other current assets ( 994)
(3,622)
Decrease in other assets
4,219 -
Decrease in accounts payable
and accrued liabilities (
174,419) (50,123)
Net cash used in operating activities
(1,298,606) (726,980)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in U.S. treasury bills, net
1,726,702 234
Mining property development costs
and acquisitions of machinery and equipment (1,051,917)
(1,115,157)
Increase in investments and advances to affiliates
(4,000) (400)
Net cash provided by (used in) investing activities
670,785 (1,115,323)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock 525,000
3,000,000
Net cash provided by financing activities
525,000 3,000,000
Net decrease in cash and cash equivalents
(102,821) (1,157,697)
Cash and cash equivalents at beginning of period
160,045 1,692,883
Cash and cash equivalents at end of period $
57,224 $2,850,580
========
=========
See notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements
included herein have been prepared by the Company, 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 the Company believes the
following disclosures are adequate to make the information
presented not misleading. In the opinion of management, all
adjustments (consisting 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 financial statements and notes there to should be
read in conjunction with the Company's financial statements
and notes thereto, included in the Company's Form 10-KSB for
the year ended December 31, 1995.
Acquisition of South Standard Mining Company
Registrant's condensed consolidated financial statements
reflect the acquisition of South Standard Mining Company
effective June 28, 1996 which was accounted for under the
pooling-of-interests method of accounting. Accordingly, the
accompanying financial statements reflect the combined
financial position and results of operations for both
entities for all periods presented.
Tintic Utah Metals LLC Joint Venture
On July 17, 1996, the Company entered into a joint venture
agreement with Akiko Gold Resources, Ltd. And Korea Zinc.
Co., Ltd. And formed Tintic Utah Metals LLC("Tintic"). In
connection with this transaction, the Company deeded
approximately 9,000 acres of its mining claims, properties,
vehicles and machinery with historical net book values on
that date of approximately $3,952,000 to Tintic. The deed
with respect to this property is being held in escrow until
the two other members of the joint venture contribute the
full $6 million required by the joint venture operating
agreement. The historical cost bases of the properties
contributed have been classified in the accompanying
September 30, 1996 balance sheet as investment in
affiliates: Tintic Utah Metals LLC. No gain recognition or
step-up in basis resulted from this transaction. The
investment in Tintic is being accounted for under the equity
method of accounting as the Company owns 50% of Tintic.
Plutus Mine Development and Exploration
In December 1995, Registrant began rehabilitating the
Chief number 2 shaft and certain drifts which had been
previously been used to mine the Plutus ore vein in
registrant's Plutus Mine. In 1996, the Company began a test
drilling program to determine the direction , extent and
mineralization of the Plutus ore vein. In connection with
these efforts, the Company has capitalized $360,939 of costs
related to the infrastructure of the Chief number 2 shaft
and related buildings and equipment. All drilling and
related costs, which total $284,604 as of September 30,
1996, have been expensed as exploration costs.
Item 2. Management's Discussion And Analysis Or Plan Of
Operation.
(a) PLAN OF OPERATION.
Registrant hereby incorporates by reference "Item 6.
Management's Discussion and Analysis or Plan of Operation -
(a) Plan of Operation." and "Item 1.-Description of
Business." contained in registrant's Annual Report dated on
Form 10-KSB dated March 28, 1996 for the fiscal year ended
December 31, 1995 ("1995 Form 10-KSB").
The Operating Agreement, as described in registrant's
1995 Form 10-KSB at Items "1" and "6", between registrant
and subsidiary companies of Korea Zinc, Ltd. and Akiko Gold
Resources Ltd. was signed and became effective as of July
17, 1996.
Pursuant to the Operating Agreement, Tintic Utah Metals
LLC ("Tintic") was formed on July 29, 1996 as the operating
company of the joint venture. During the third quarter of
1996, $2 million was contributed to the Tintic by the
subsidiary of Korea Zinc, Ltd. on account of that joint
venture member's initial capital contribution to the Tintic.
Those funds were used in part to reimburse registrant for
registrant's advances to the joint venture and for
development and drilling costs under budgets approved by the
management committee of the Tintic. There remains another
$4 million of Capital contributions to be paid into the
Tintic in installments by the other two members of the
Tintic pursuant to approved budgets, which are due no later
than August 31, 1998.
Subject to the conditions specified in the Operating
Agreement, registrant has deeded in the name of the Tintic
approximately 9,000 acres of its East Tintic properties,
including the Burgin Mine, to the Tintic. The deed will be
held in escrow until the other two members of the Tintic
contribute to the Tintic the full $6 million as required by
the Operating Agreement.
Registrant hereby incorporates by reference "Item 5.
Other Events. ", contained in registrant's Current Report on
Form 8-K dated July 12, 1996, reporting the consummation on
June 28, 1996 of the merger of South Standard Mining Company
("South Standard") with and into registrant's subsidiary,
Chief Gold Mines, Inc. Under the terms of the Operating
Agreement as signed, the Tintic holds an option to require
registrant to cause the property so acquired by registrant's
subsidiary as a result of the merger to be contributed to
the Tintic. The option is exercisable beginning eighteen
months after the Operating Agreement was signed, and if the
option is exercised, the Tintic will reimburse registrant
for all net costs incurred by registrant in the merger and
in maintaining and developing the property after the merger.
On November 13, 1996, Registrant announced that Thyssen
Mining Construction of Canada, Ltd., the North American
subsidiary of Thyssen Schachtbau Gmbh of Germany, entered
into an agreement with Tintic by which Thyssen will conduct
preliminary engineering design, budgeting and planning
services for the New Burgin Mine shaft sinking, underground
development and contract mining, as part of a bankable
feasibility study. Registrant holds a 50% ownership
interest in Tintic, with Akiko Gold Resources, Ltd. and
Korea Zinc Co., Ltd. each owning a 25% interest. Under the
first phase agreement entered into with Thyssen, Thyssen
will be reimbursed by Tintic for its expenditures only if
project financing is obtained as a result of Thyssen's
feasibility work. Further, the agreement with Thyssen
contemplates a second phase agreement between Thyssen and
Tintic, subject to project financing, under which Thyssen
would complete all of the necessary construction and
development work, including construction of the major
additional production shaft and requisite dewatering to
bring the New Burgin Mine into production.
RESULTS OF OPERATIONS:
Registrant had no revenues from mining operations during the
year 1995 or during the first nine months of 1996.
Registrant's loss from operations for the nine months ended
September 30, 1996, as compared to Registrant's loss from
operations for the nine months ended September 30, 1995
increased in the amount of $369,903. Registrant's loss from
operations for the three months ended September 30, 1996, as
compared to its loss from operations for the three months
ended September 30, 1995 increased in the amount of $53,124.
These increases in losses resulted from the acceleration of
registrant's rehabilitation and development activities on
its Utah East Tintic and Main Tintic operational area
properties, including underground drilling programs during
the first nine months of 1996. The losses also increased
due to the costs incurred in connection with the acquisition
of South Standard Mining Company by a wholly owned
subsidiary of registrant in a merger effective June 28,
1996.
In April 1996 Registrant began rehabilitating the Chief
number 2 shaft and certain drifts which had been previously
used to mine the Plutus ore vein. In 1996, the Company
began a test drilling program to determine the direction ,
extent and mineralization of the Plutus ore vein. In
connection with these efforts, the Company has capitalized
$360,939 of costs related to the infrastructure of the Chief
number 2 shaft and related buildings and equipment. All
drilling and related costs, which total $284,604 as of
September 30, 1996, have been expensed as exploration costs.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: (a)Financial Data
Schedule;
(b) On July 12, 1996 registrant filed a Form 8-K
relating to the approval by South Standard Mining Company
shareholders of South Standard's merger with Chief Gold
Mines, Inc., a wholly owned subsidiary of registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant have duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CHIEF CONSOLIDATED MINING COMPANY
(Registrant)
Date: November 14, 1996 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
President and
Principal Executive Officer
Date: November 14, 1996 /s/EDWARD R. SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains a financial data schedule from Registrant's condensed
consolidated balance sheet unaudited for the nine months ended september 30,
1996 ofoperations (unaudited) for the three months and the nine months ended and
condensend consolidated statement of operation unaudited for the three months
and the nine months ended September 30, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 57,227
<SECURITIES> 889,857
<RECEIVABLES> 16,791
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 967,094
<PP&E> 4,169,368
<DEPRECIATION> (2,348,133)
<TOTAL-ASSETS> 6,891,042
<CURRENT-LIABILITIES> 56,348
<BONDS> 0
<COMMON> 2,994,055
0
2,600
<OTHER-SE> 3,795,838
<TOTAL-LIABILITY-AND-EQUITY> 6,891,402
<SALES> 0
<TOTAL-REVENUES> 31,781
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 412,326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (380,545)
<INCOME-TAX> 0
<INCOME-CONTINUING> (380,545)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (380,545)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.06)
</TABLE>
