10
-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 June 30, 1997
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.)
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
6,050,609
Number of shares of Common Stock, par value $.50,
outstanding June 30, 1997
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
June 30, 1997
(Unaudited)
Current Assets:
Cash and cash equivalents $ 57,841
U.S. treasury bills (at cost which
approximates market value)
449,955
Accounts receivable 4,048
Other current assets 39,800
Total Current Assets 551,644
Investments in Affiliates:
Tintic Utah Metals LLC 3,975,873
Other Entities 79,961
Advances 25,150
Total Investments 4,080,984
Property, Plant and Equipment:
Mining claims and properties
2,421,839
Machinery and equipment
61,758
Accumulated depletion and
depreciation (849,951)
Net Property, Plant and Equipment
1,633,646
Other Assets 26,171
$ 6,292,445
=========
See Notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 1997
(Unaudited)
Current Liabilities:
Accounts payable and accrued liabilities $
18,719
Minority Interest
42,029
Shareholders' Equity:
Preferred stock, authorized, 1,500,000
shares of $.50 par value; issued and outstanding
5,200 shares. 2,600
Common stock, authorized 20,000,000
shares of $.50 par value; issued and outstanding
June 30, 1997 6,050,609 shares; December 31,
1996 5,988,109 shares. 3,025,305
Additional paid-in capital
11,773,194
Deferred compensation (33,589)
Notes receivable from shareholders (87,500)
Accumulated deficit
(8,448,738)
Total shareholders' equity 6,231,697
$ 6,292,445
=========
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 Six Months Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30,
1996
Revenue:
Sale of Surface Real Estate $ - $ -
$7,070 $ -
Interest 4,804 18,229 12,002
53,461
Other income 3,449 3,525 5,699
5,408 Total revenue 8,253 21,754
24,771 58,869
Expenses:
Mining Properties Costs &
Exploration Costs 77,970
170,066 186,094 494,580 General &
Administrative 101,271 250,422 209,636
336,242 Taxes other than income taxes 2,988
7,727 12,310 24,248
Total expense 182,229
428,215 408,040 855,070
Net Loss $(173,976) $(406,461)
$(383,269) $( 796,201)
======= =========
======== ========
Net loss per common share $(.03) $(.07)
$(.06) $(.13)
======== =========
======== =========
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 six
and three months periods: For the six month periods:
outstanding June 30, 1997: 5,200 shares preferred 5,998,525
shares common; total 6,003,725 shares; outstanding June 30,
1996: 5,200 shares preferred, 5,911,186 shares common; total
5,916,386 shares. For the second quarter periods:
Outstanding June 30, 1997 5,200 shares preferred, 6,008,942
shares common: total 6,014,142 shares; outstanding June 30,
1996 5,200 shares preferred, 5,988,109 shares common: total
5,993,309 shares.
See Notes to Condensed Consolidated Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the
six months ended
June 30, 1997
June 30, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (383,269)
$(796,201)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation 8,900
11,163
Amortization of deferred compensation
12,500 12,500
Change in Assets and Liabilities:
Increase in accounts receivable
(1,057) (25,169)
Increase in other current assets -
( 372)
Increase in other assets
(17,698) ( 7,203)
Decrease in accounts payable
and accrued liabilities
(20,544) (59,342)
Net cash used in operating activities
(401,168) (864,624)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in U.S. treasury bills, net
171,259 1,331,769
Mining property development costs
and acquisitions of machinery and equipment
(2,000) (1,099,360)
Increase in investments and advances to affiliates
- - (550)
Net cash provided by investing activities
169,259 231,859
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock 237,500
525,000
Net cash provided by financing activities
237,500 525,000
Net increase (decrease) in cash and cash equivalents
5,591 (107,765)
Cash and cash equivalents at beginning of period
52,250 160,045
Cash and cash equivalents at end of period
$57,841 $52,280
========
========
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 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 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 thereto should be
read in conjunction with registrant's financial statements
and notes thereto, included in the registrant's Form 10-KSB
for the year ended December 31, 1996. See "Item 2.
Management's Discussion and Analysis or Plan of Operation"
for current information concerning Tintic Utah Metals LLC.
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, registrant 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, registrant deeded
approximately 9,000 acres of its mining claims, properties,
vehicles and machinery with historical net book values on
that date of approximately $3,975,000 to Tintic. The
historical cost bases of the properties contributed have
been classified in the June 30, 1997 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 registrant
owned 50% of Tintic as at December 31, 1996 and June 30,
1997. Under the provisions of the joint venture operating
agreement, losses are allocated to the members based upon
the use of assets that generated the losses. Substantially
all losses of the joint venture through June 30, 1997 are
attributable to the use of cash contributed by Korea Zinc,
Ltd. Accordingly, the accompanying condensed consolidated
financial statements do not reflect any losses from the
joint venture.
Rehabilitation Costs Capitalized
Registrant has capitalized $381,355 related to the
rehabilitation of its Chief Number 2 shaft located on
registrant's property and related buildings and equipment as
of June 30, 1997. All underground drilling and related
costs have been expensed as exploration costs.
Recent Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board
released Statement of Financial Accounting Standards No. 128
"Earnings Per Share" (SFAS 128). This statements specifies
the computation, presentation, and disclosure requirements
for earnings per share (EPS) for financial statements issued
for all periods ending after December 15, 1997. SFAS 128
simplifies the standards for computing EPS previously found
in APB Opinion No. 15 and replaces the presentation of
Primary EPS and Fully Diluted EPS. When the Company incurs
a loss, common stock equivalents are not included in the
calculation of the weighted average number of shares
outstanding as they would be anti-dilutive. Accordingly,
the adoption of SFAS 128 is not expected to have a
significant impact on the Company's calculation of its net
loss per common share.
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
March 28, 1997 on Form 10-KSB for the fiscal year ended
December 31, 1996 (hereinafter "1996 Form 10-KSB".)
See "Item 1. Description of Business - Operating Agreement -
Capital Contributions - Initial Capital Contributions" of
1996 Form 10-KSB for information concerning Korea Zinc's and
Akiko's obligations to each pay $3,000,000 to Tintic Utah
Metals as its initial capital contribution. Korea Zinc has
to date, paid in its full $3,000,000 initial capital
contribution and has therefore earned a vested 25%
membership interest in Tintic Utah Metals. Akiko has
defaulted in making its first $1,000,000 installment on
account of its
initial capital contribution. As a result of Akiko's
default, registrant's vested membership interest in Tintic
Utah Metals has increased under the terms of the Operating
Agreement, as amended "Operating Agreement", from 50% to 58-
1/3%. Korea Zinc now has the right under the Operating
Agreement to elect to pay to Tintic Utah Metals as an
additional capital contribution the $1,000,000 that Akiko
had so failed to pay, which payment must be made on or
before October 2, 1997. If Korea Zinc elects to make that
$1,000,000 capital contribution, its vested interest in
Tintic Utah Metals will be increased from 25% to 33-1/3% and
registrant's vested interest will be decreased back to 50%
from 58-1/3%. Akiko would, in such latter event, continue
to have the obligation to make the remaining two $1,000,000
installment payments of its initial capital contribution by
February 1, 1998 and July 1, 1998, respectively. However,
at this time, Akiko has no vested membership interest in
Tintic Utah Metals.
If Korea Zinc does not elect to make the $1,000,000
additional capital contribution by October 2, 1997, then in
such event, registrant's vested membership interest in
Tintic Utah Metals will be automatically increased to 75%.
Both Akiko and Korea Zinc would, in such latter event, be
deemed to have relinquished any right to acquire any further
membership interests in Tintic Utah Metals, with Korea Zinc
thus remaining as owner of a 25% vested membership interest
and Akiko having no membership interest in Tintic Utah
Metals.
RESULTS OF OPERATION:
Registrant had no revenues from mining operations during the
year 1996 or during the first six months of 1997.
Registrant had income from sales of surface real estate of
$7,070
during the first six months of 1997. No surface real estate
was sold during the first six months of 1996.
Registrant's loss from operations for the six months ended
June 30, 1997 as compared to Registrant's loss from
operations for the six months ended June 30,1996 decreased
in the amount of $412,932. Registrant's loss from
operations for the three months ended June 30, 1997 as
compared to registrant's loss from operations for the three
months ended June 30, 1996 decreased in the amount of
$232,485. The decrease in loss for both periods resulted
primarily from the transfer of the financial responsibility
for rehabilitation and exploration activities on its East
Tintic operational area properties in Utah to Tintic Utah
Metals LLC, and the completion of the drilling program on
Registrant's Main Tintic District properties in the second
quarter of 1997.
Absent income from sales of surface real estate or other
sources, registrant expects to continue funding its
operating overhead for the balance of 1997, and the first
half of 1998, utilizing its cash and U.S. Treasury Bills on
hand and, if required, through the private placement of its
shares. During the second quarter of 1997, Registrant sold
62,500 shares of restricted common stock to accredited
investors for $4.00 per share. The sale of stock generated
net proceeds of $237,500 (net of commissions of $12,500).
The proceeds from this sale of stock will be used to fund
the short term operating requirement of Registrant.
Disclosure Regarding the Remainder of 1997
Registrant anticipates that during the remainder of 1997 it
will continue its efforts to further the development of the
Trixie Mine and Main District Mines on its own or by seeking
a joint venture partner. In addition, registrant will
continue to work with Tintic Utah Metals LLC on the
development of the Burgin Mine.
This report, including registrant's Form 10-KSB for the year
ended December 31, 1996 incorporated in this Report by
reference, contains forward-looking information and
therefore it necessarily involves risks and uncertainties.
Factors that could cause actual events to differ materially
from these forward-looking statements include, but are not
limited to, the following: Korea Zinc and Akiko completing
the funding of the remaining $3,000,000 initial capital
contributions payable to Tintic Utah Metals; Tintic Utah
Metal's ability to obtain approval of the permitting
application for the Burgin by the Utah Division of Water
Quality; obtaining of an acceptable feasibility study; and
Tintic Utah Metal's ability to obtain financing to fund a
mining operation at the Burgin. These and other risks are
described in the Company's filings with the Securities and
Exchange Commission, including the registrant's Annual
Report on Securities and Exchange Commission Form 10-KSB for
the year ended December 31, 1996.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CHIEF CONSOLIDATED MINING COMPANY
(Registrant)
August 15, 1997 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
Chairman of the Board of Directors, and
Principal Executive Officer
August 15, 1997 /s/EDWARD R. SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
