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, 1998
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
7,005,709
Number of shares of $.50 par value Common Stock
outstanding at October 31, 1998
PART 1.FINANCIAL INFORMATION
Item 1. Financial Statements
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARES
CONDENSED CONSOLIDATED BALALNCE SHEET
(Unaudited)
ASSETS
Sept.
30,1998
CURRENT ASSETS:
Cash $65,999
U.S. treasury bills(at cost which approximates
market value) 246,890
Accounts receivable 3,576
Other current assets 2,336
Total current assets 318,801
INVESTMENT IN CENTRAL STANDARD
CONSOLIDATED MINES 78,101
ADVANCES TO CENTRAL STANDARD
CONSOLIDATED MINES 26,650
MINING CLAIMS AND PROPERTIES
less accumlated depletion of $819,444 8,547,877
MACHINERY AND EQUIPMENT
less accumulated depreciation of $ 83,228 38,953
RECLAMATION BOND DEPOSITS 139,540
OTHER ASSETS 4,552
Total assets 9,154,474
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITES:
Accounts payable & accrued liabilities 38,216
Total current liabilites 38,216
ACCRUED RECLAMATION COSTS 300,000
MINORITY INTEREST 2,446,293
SHAREHOLDERS EQUITY
Preferred stock$.50 par value; 1,500,000 shares authorized
5,200 shares outstanding 2,600
Common stock$.50 par value; 20,000,000 shares authorized
6,505,709 outstanding 3,252,855
Additional paid-in capital 12,891,357
Deferred compensation (2,339)
Notes receivable from shareholders (87,500)
Accumulated deficit (9,687,008)
Total shareholders' equity 6,369,965
Total liabilites and shareholders equity $9,154,474
The accompany notes to condensed consolidated financial statements
are an integral part of this statement.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended For the Nine Months Ended
Sept.30, 98 Sept. 30, 97 Sept.30, 98 Sept. 30, 97
REVENUES
Interest $6,600 $6,224 $28,361 $18,226
Land sales and other 2,730 33,170 34,214 45,939
Total 9,330 39,394 62,575 64,165
EXPENSES
GeneraL & Administrative 165,946 140,472 488,108 350,108
Mining properties operating
and exploration costs 185,362 39,358 362,437 225,452
Taxes other than income tax 7,550 8,225 19,358 20,535
Total Expenses 358,858 188,055 869,903 596,095
NET LOSS BEFORE
MINORITY INTEREST [349,528] [148,661] [807,328] [531,930]
MINORITY INTEREST 55,833 - 137,615 -
NET LOSS $[293,695] $[148,661] $[669,713] $[531,930] 5]
NET LOSS PER COMMON
SHARE[Basis & Diluted] $ [.05] $ [.02] $ [.10] $ [.09]
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
(Basic and Diluted) 6,505,709 6,050,609 6,448,663 6,016,029
The accompanying notes to condensed financial statements are an integral
part of this statement.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Increase (Decrease) in Cash
For the Nine Months Ended
Sept. 30, 1998 Sept. 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ [669,713] $ [531,930]
Adjustments to reconcile
net loss to net cash used in
operating activities:
Depreciation 13,650 13,350
Amortization of deferred
compensation 18,750 18,750
Allocation of loss to minority
interest [137,615] -
Change in Assets&Liabilites:
Increase(decrease) in accounts
receivable 651 [13,587]
Decrease(Increase) in other assets 812 [10,451]
Decrease in accounts payable
and accrued liabilities [52,339] [10,109]
Net cash used in operating
activities: [825,804] [533,977]
CASH FLOW FROM INVESTING ACTIVITIES:
Decrease(Increase) in U.S.
treasury bills, net [246,890] 299,921
Expenditures for mining claims
and property and purchase
of machinery & equipment [503,083] [2,060]
Increase in reclamation bond
deposits [99,740] -
Advances to Central Standard
Consolidated Mines [1,500] -
Net cash(used in) provided
by investing activities [851,213] 297,861
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common
stock 1,397,500 237,500
Net cash provided by financing
activites 1,397,500 237,500
NET INCREASE(DECREASE)IN CASH [279,517] 1,384
CASH AT BEGINNING OF PERIOD 345,516 52,250
CASH AT END OF PERIOD $ 65,999 $ 53,634
The accompanying notes to condensed consolidated financial statements
are an integral part of this statement.
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, 1997.
Tintic Utah Metals LLC 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. Akiko and Korea Zinc were obligated to contribute
$3,000,000 in cash each for a respective, undivided 25
percent interest in Tintic. On March 11, 1997, Registrant,
Akiko and Korea Zinc entered into an amendment of the Tintic
operating agreement. The amendment provided for Akiko and
Korea Zinc to vest in their interests in Tintic as they each
contributed the $3,000,000 to Tintic in accordance with an
agreed-upon schedule. The amendment also provided that if
Akiko did not make timely contributions to Tintic, Korea
Zinc could make the required contribution and increase its
respective interest in Tintic.
During 1996 and 1997, Korea Zinc contributed $2,000,000 and
$1,000,000, respectively, to Tintic. Akiko did not make its
required contributions in 1997, and Korea Zinc did not elect
to make any more contributions. As a result, in accordance
with the amended agreement, effective August 15, 1997,
Registrant's vested interest in Tintic increased to 75
percent while Korea Zinc's vested interest remained at 25
percent. As a result of its failure to contribute the
required capital to Tintic, Akiko forfeited any rights of
ownership in Tintic. Registrant and Korea Zinc are required
to make additional capital contributions to fund approved
programs and budgets in proportion to their respective
ownership percentages in Tintic, except or otherwise
provided by an October 1, 1998 amendment of
the Tintic operating agreement. The failure of a member to
meet its contribution requirement could result in the
dilution of that member's percentage ownership interest.
The investment in Tintic is accounted for as a majority
owned consolidated subsidiary by Registrant. Registrant did
not consolidate this subsidiary during the approximately
eight month period ended August 15, 1997 because its
ownership was not more than 50%.
Under the terms of an amendment dated October 1, 1998 to the
Tintic operating agreement, Registrant acquired, without
cost, an option from Korea Zinc exercisable through October
15, 1999 to purchase Korea Zinc's 25% interest in Tintic at
an exercise price of $2 million. During the option period,
Korea Zinc shall not be required to make additional capital
contributions to fund programs and budgets. During said
option period, Registrant shall have sole operating control
of the joint venture.
Rehabilitation Costs Capitalized
Through September 30, 1998 Registrant has capitalized
approximately $381,000 related to the rehabilitation of its
Chief Number 2 shaft located on Registrant's property and
related buildings and equipment. All underground drilling
and related costs have been expensed as exploration costs.
Recent Accounting Pronouncement
In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 131.
"Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131"). SFAS 131 establishes new
standards for public companies to report information about
their operating segments, products and services, geographic
areas and major customers. This segment will be effective
for financial statements issued for fiscal years beginning
after December 31, 1997. Registrant plans to adopt SFAS 131
in its December 31, 1998 annual financial statements.
In June 1998, the Financial Accounting Standard's Board
issued Statements of Financial Accounting Standard No. 133
"Accounting for Derivative Investments and Hedging
Activities" ("SFAS 133"). SFAS 133 establishes new
accounting and reporting standardization for companies to
report information about derivative instruments, including
certain derivative instruments embedded in other contracts
and for hedging activities. Registrant will adopt SFAS 133
in its first fiscal quarter of 2000 financial statements.
Neither SFAS 131 nor SFAS 133 are anticipated to have a
material impact on the Company's results from operations,
financial statements or liquidity.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
PLAN OF OPERATION
Please refer to "Item 6. Management's Discussion and
Analysis or Plan of Operation - (a)
Plan of Operation," and "Item 1. - Description of Business."
as contained in Registrant's Annual Report dated March 23,
1998 on Form 10-KSB for the fiscal year ended December 31,
1997 (hereafter "1997 Form 10-KSB".) See "Item 1.
Description of
Business - Operating Agreement - Capital Contribution -
Initial Capital Contributions"of 1997 Form 10-KSB for information
concerning Korea Zinc'sand Akiko's obligation to each pay $3,000,000 to
Tintic UtahMetals LLC ("Tintic") as initial capital contributions.
Korea Zinc paid its full $3,000,000 initial capital
contribution and earned a vested 25% membership interest in
Tintic. On August 15, 1997, Akiko failed to pay its initial
$1,000,000 installment due with respect to its capital
contribution obligation. As a result of Akiko's failure to
pay, Korea Zinc had a right under the Operating Agreement,
as amended on March 11, 1997, to increase its membership
interest by 8-1/3% by contributing an additional $1,000,000
to the capital of Tintic by October 2, 1997. Korea Zinc did
not make such payment. As a result, Registrant's vested
membership interestincreased to 75%. Korea Zinc's membership
interest is nowfixed at 25% and Akiko no longer has the right to acquire
any membership interest in Tintic.
Under the terms of an amendment to the Tintic operating
agreement dated October 1, 1998, Registrant acquired,
without cost, an option from Korea Zinc, exercisable through
October 15, 1999 to purchase Korea Zinc's 25% interest in
Tintic at an exercise price of $2 million. During this
option period, Korea Zinc shall not be required to make
additional capital contributions to fund programs and
budgets of Tintic. During said option period, Registrant
shall have sole operating control of the joint venture.
Registrant will continue to work with Tintic on the
exploration and development of the silver fissure area and
other sections of the Burgin Mine that are above the water
table and accessible through the Burgin's # 2 shaft. In
this connection, Registrant will make additional advances to
the joint venture.
Registrant anticipates that during the remainder of 1998, it
will continue its efforts to further the development of the
Trixie and Eureka Standard Mines. These current activities
will be funded by utilizing its cash and US treasury bills
on hand and if required, by the sale of investment stock.
Registrant, based on increasing interest in its buildable
real estate holdings in Utah, will continue to pursue the
possibility of real estate sales or joint venture
development of its real estate in areas that are suitable
for residential or commercial building.
In addition to the above operations, Registrant is pursuing
the supplying of water from the Burgin Mine to a proposed
water treatment plant. (See additional discussion in Part
II, Item 5).
Results of Operations and Liquidity and Capital Resources:
Registrant's net loss for the nine months ended September
30, 1998, as compared to Registrant's net loss for the nine
months ended September 30, 1997 increased in the
amount of approximately $138,000. Registrant's net loss for
the three months ended September 30, 1998, as compared to
Registrant's net loss for the three months ended September
30, 1997, increased in the amount of approximately $145,000.
The increase in net loss for the nine month and three month
periods ended September 30 1998 resulted
primarily from the initiation of rehabilitation work in
April 1998 at the Trixie Mine and in August, 1998 at the
Eureka Standard Mine, which is now accessible through the
Burgin Apex # 2 shaft. The Trixie and Eureka Standard Mines
are 100% owned by Chief Gold Mines, Inc., a wholly owned
subsidiary of Registrant.
Interest income for the nine months ended September 30,
1998, as compared to the nine months ended September 30,
1997 increased in the amount of approximately $10,000,
resulting primarily from an increase in US treasury bill
holdings, increasing the amount of interest received.
Mining properties operating costs and exploration expenses
for the nine months endedSeptember 30 1998, as compared to the nine
months endedSeptember 30 1997, increased in the amount of approximately
$137,000. Mining property operating costs for the three
months ended September 30, 1998, as compared to the three
months ended September 30, 1997, increased in the amount of
approximately $146,000. These respective increases resulted
primarily from the beginning of rehabilitation work in the
Trixie Mine, which was initiated in April 1998 and
rehabilitation, drilling and development work at the Eureka
Standard Mine in August 1998 and continued work during 1998
in Registrant's Main Tintic District Plutus Mine, and a
reduction in the sale of real estate of approximately
$18,000 for the three months ended September 30, 1998, as
compared to the three months ended September 30, 1997.
General and administrative expenses for the nine months
ended September 30, 1998 as compared to the nine months
ended September 30, 1997, increased in the amount of
approximately $138,000. General and administrative expenses
for the three months ended September 30, 1998, as compared
to the three months ended September 30, 1997 increased in
the amount of approximately $25,000. These increases for
the nine and three month periods resulted primarily from the
consolidation of Registrant's 75% owned subsidiary, Tintic,
and the inclusion of its direct general and administrative
expenses for the three months ended September 30, 1998.
Tintic, subsequent to August 15, 1997 has been consolidated
for all periods.
Registrant expects to continue funding its operating
overhead for the balance of 1998 and the first nine months
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. If required,
Registrant will seek additional funding through the private
placement of its common shares, however, there can be no
assurance that such sales of common shares will be achieved.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Registrant, in February 1998 sold 430,000 shares of
restricted investment stock to accredited investors in a
private placement exempt from registration pursuant to
Securities and Exchange Commission Regulation D under the
Securities Act of 1933.
Registrant received cash proceeds of $1,397,500 from the
sale of said shares. Registrant paid a commission in
connection with the sale by the issuance of 21,500 shares of
its common stock, which represented 5% of the total number
of shares sold in the private placement.
Registrant, in October 1998 sold an additional 500,000
shares of its common stock to accredited investors in a
private placement exempt from registration pursuant to
Securities and Exchange Commission Regulation D under the
Securities Act of 1933. Registrant received cash proceeds
of $750,000 from the sale of said shares. Registrant did
not pay a commission in connection with the sale.
Proceeds received by Registrant from both of the above
stated private placements will be used for the following
purposes: Loans to Registrant's subsidiary, Tintic Utah
Metals, for development and rehabilitation of Burgin Mine
and rehabilitation of Burgin Mill; development and
rehabilitation of registrant's Trixie and Eureka Standard
Mines; and, additional working capital for Registrant.
Item 5. Other Information
On June 29, 1998, Tintic Utah Metals LLC and Registrant
signed a Letter of Intent with a subsidiary of U.S. Filter
Corporation. U.S. Filter Corporation is a leading global
provider of industrial and municipal water and waste water
treatment systems, products and services. Under the terms
of the Letter of Intent, U.S. Filter Operating Services will
determine the feasibility of U.S. Filter designing,
building, owning and operating a water treatment plant on
the site of the Burgin Mine in the East Tintic Mining
District of Utah to treat and recycle water for beneficial
use. The Burgin Mine is currently under development by
Registrant's subsidiary, Tintic Utah Metals. U.S. Filter
would construct the water treatment plant. Tintic Utah
Metals would be responsible for the Burgin Mine dewatering
system that would supply water to the U.S. Filter plant. A
projected dewatering rate of up to 18,000 gallons a minute
from the Burgin Mine would be treated at the U.S. Filter
plant, which would result in dewatering the Burgin Mine to
its lowestplanned operating levels in an environmentally sound manner.
In September 1998 Registrant filed, with the State of Utah,
for the appropriation of Burgin Mine water. Approval of the
appropriation of Burgin water to Registrant is subject to
public notice, solicitation by the State of any possible
opposition to granting the appropriation, and a public
hearing on the appropriation.
Prior to July 1998, Registrant used the Sunshine Mining
Company's reclamation and
mining permit while Tintic continued rehabilitation and
exploration activities on its East Tintic operational area
properties. During June 1998, Registrant placed $100,000 in
escrow in connection with a proposed transfer of the
Sunshine Mining Company's reclamation and mining permit to
Tintic. This amount is included in reclamation bonds in the
attached unaudited condensed consolidated balance sheet. An
insurance policy was obtained to cover the remaining
$200,000 liability, which is included in accrued
reclamation liability in the unaudited condensed
consolidated balance sheet. In July
1998, the State of Utah formally approved Tintic's
reclamation plan and transferred to Tintic the Sunshine
Mining Company's reclamation and mining permit.
Registrant has assessed the impact of the Year 2000 issues
affecting its hardware and software (including embedded
systems contained in the Company'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.
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:
Tintic Utah Metals, LLC's ability to obtain a positive
feasibility study or to obtain financing necessary to fund a
mining operation at the Burgin Mine; a negative final
feasibility study is issued under the Letter of Intent with
U.S. Filter Operating Services or the water treatment plant
and dewatering system contemplated under the Letter of
Intent does not become operative; Tintic Utah Metals is
unable to obtain necessary approval and permits relating to
dewatering the Burgin Mine from the Utah Division of Water
Quality and other governmental authorities; Registrant is
unable to enter into an agreement with a real estate
developer relating to Registrant's surface real estate
properties. These and other risks are described in
Registrant's filings with the Securities and Exchange
Commission, including Registrant's Annual Report on Form 10-
KSB for the year ended December 31, 1997.
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, 1998 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
President, Chairman of the Board of
Directors, and
Principal Executive Officer
November 10, 1998 /s/EDWARD R. SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
