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 June 30, 1999
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
7,948,601
Number of shares of $.50 par value Common Stock outstanding
at July 15, 1999
PART 1.
FINANCIAL INFORMATION
Item 1.Financial Statements
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
June 30, 1999
CURRENT ASSETS
Cash $ 326,495
U.S. treasury bills (at cost which
approximates market value) 996,340
Accounts receivable 7,186
Other current assets 4,894
Total currents assets 1,334,915
INVESTMENT IN CENTRAL STANDARD
CONSOLIDATED MINES 78,101
ADVANCES TO CENTRAL STANDARD
CONSOLIDATED MINES 29,650
MINING CLAIMS AND PROPERTIES,
less accumulated depletion of $819,444 8,435,873
MACHINERY AND EQUIPMENT,less accumulated
depreciation of $119,860 44,559
RECLAMATION BOND DEPOSITS 139,540
OTHER ASSETS 4,552
Total assets $10,067,190
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 22,855
Total current liabilities 22,855
ACCRUED RECLAMATION COSTS 389,800
MINORITY INTEREST 2,502,107
SHAREHOLDERS'EQUITY:
Preferred stock-$0.50 par value;
1,500,000 shares authorized;
5,168 shares outstanding 2,584
Common stock-$0.50 par value;
20,000,000 shares authorized;
7,948,601 shares outstanding,
16,441 shares held in treasury without any
associated value 3,974,301
Additional paid-in capital 14,808,367
Deferred compensation (6,450)
Notes receivable from shareholders (81,120)
Accumulated deficit (11,545,254)
Total shareholders equity 7,152,428
Total liabilities & shareholders equity $ 10,067,190
The accompanying notes to condensed consolidated
balance sheet 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 Six months ended
June 30, 1999 June 30, 1998 June 30, 1999 June 30, 1998
REVENUES:
Interest $6,497 $10,725 $12,555 $21,761
Land sales & other 10,800 15,484 12,356 31,484
Total revenues 17,297 26,209 24,911 53,245
EXPENSES:
General&administrative 272,973 143,136 492,143 322,162
Mining properties
operating&exploration
costs 71,603 124,605 291,060 177,075
Taxes other than
income taxes 17,819 2,867 40,015 11,808
Total Expenses 362,395 270,608 823,218 511,045
NET LOSS BEFORE
MINORITY INTEREST [345,098] [244,399] [798,307] [457,800]
MINORITY INTEREST - 40,972 - 81,782
NET LOSS $[345,098] $[203,427] $[798,307] $[376,018]
NET LOSS PER COMMON SHARE
[Basis and Diluted] $[0.05] $[0.03] $[0.10] $[0.06]
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
[Basic and Diluted] 7,529,854 6,505,709 7,420,547 6,420,140
The accompanying notes to condensed consolidaetd financial statements
are an integral part of these statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
[Unaudited]
Increase (Decrease) in Cash
For the Six Months Ended
June 30, 1999 June 30, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ [798,307] $ [376,018]
Adjustment to reconcile
net loss to net cash
used in operating
activities:
Depreciation 9,635 9,100
Amortization of deferred
compensation 6,450 12,500
Allocation of loss
to minority interest - [81,782]
Change in Assets and Liabilites:
Increase in amounts
receivable [2,700] [3,323]
Increase in other assets [5,746] [102,047]
Decrease in accounts
payable and accrued
liabilities [69,248] [11,136]
Net cash used in
operating activities: $[859,916] $[552,706]
CASH FLOW FROM INVESTING ACTIVITIES:
Decrease(increase) in U.S.
treasury bills, net [253,116] [693,912]
Mining property development
and purchase of property
and equipment [121,452] [329,799]
Advance to affiliates [3,000] [1,500]
Net cash (used in)
provided by investing
activities [377,568] [1,025,211]
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale
of common stock 1,471,750 1,397,500
Net cash provided
by financing activites 1,471,750 1,397,500
NET INCREASE(DECREASE)
IN CASH 234,266 [180,417]
CASH AT BEGINNING
OF PERIOD 92,229 345,516
CASH AT END OF PERIOD $326,495 $165,099
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
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, 1998.
Tintic 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. As a result of its failure to contribute the
required capital to Tintic, Akiko forfeited any rights of
ownership in Tintic. Thus, in accordance with the amended
operating agreement, effective August 15, 1997, Akiko's
ownership reverted to registrant at no cost to registrant,
resulting in registrant's vested interest in Tintic
increasing to 75 percent.
During October 1998, an additional amendment to the
operating agreement was signed which granted to registrant
an option to purchase Korea Zinc's 25 percent ownership for
$2,000,000. This option expires on October 15, 1999.
During the option period, Korea Zinc is not required to make
any advances to Tintic or to repay to registrant 25 percent
of the advances made by registrant. During the first six
months of 1999, registrant advanced a net amount of
approximately $490,000 to Tintic. During 1998, registrant
advanced a net amount of approximately $890,000 to Tintic.
Should registrant exercise its option and then subsequently
sell the acquired ownership to a third party at a gain,
Korea Zinc is entitled to 50 percent of the gain. If the
option expires without exercise, all future transactions are
covered under previous terms of the operating agreement.
These previous terms include a requirement that registrant
and Korea Zinc make additional capital contributions to fund
approved programs and budgets in proportion to their
respective percentages in Tintic. The failure of a member
to meet its contribution requirement could result in the
dilution of that member's percentage interest.
Registrant's contribution was made at the historical bases
of the related mining properties and machinery and equipment
for financial reporting purposes. No gain recognition or
step-up in basis was recorded in the accompanying
consolidated financial statements as a result of the
transaction.
Central Standard Consolidated Mines
Registrant owns approximately 23 percent of the outstanding
capital stock of Central Standard Consolidated Mines.
Central Standard's mining properties consist of
approximately 300 acres located in the East Tintic Mining
District contiguous to Tintic's property.
Item 2. Management's Discussion and Analysis or Plan of
Operation.
PLAN OF OPERATION
Registrant hereby incorporates by reference the following
portions of registrant's Annual Report dated April 13, 1999
on Form 10-KSB for the fiscal year ended December 31, 1998:
"Item 6. Management's Discussion and Analysis or Plan of
Operation - (a) PLAN OF OPERATION; "Item 1. - Description of
Business"; and "Item 2. - Description of Property".
Results of Operations and Liquidity and Capital Resources:
Registrant's consolidated net loss for the six months ended
June 30, 1999 was $798,307 compared to registrant's
consolidated net loss for the six months ended June 30, 1998
of $376,018. Registrant's consolidated net loss for the
three months ended June 30, 1999 was $345,098 as compared to
registrant's consolidated net loss for the three months
ended June 30, 1998 of $203,427. The increases of $422,289
and $141,671 respectively in the losses resulted primarily
from an increase in costs associated with the rehabilitation
of registrant's Trixie Mine and registrant's full allocation
of the loss sustained by Tintic for both the six month and
three month periods ending June 30, 1999. Allocation of
Tintic's full loss of $308,052 for the six months ended June
30, 1999 and for the three months ended June 30, 1999 of
$149,065 is in accordance with the terms of the Operating
Agreement, due to advances made by registrant to Tintic Utah
Metals during the first six months of 1999.
Registrant had no revenues from mining operations during the
year 1998 or during the first six months of 1999.
Registrant's consolidated revenues of $24,911 for the first
six months of 1999 consisted of $12,356 from miscellaneous
sources and $12,555 in revenues from interest. Registrant's
consolidated revenues of $53,245 for the first six months of
1998 consisted of $31,484 in revenues from real estate sales
and miscellaneous sources and $21,761 in revenues from
interest.
Mining properties operating and exploration costs for the
six month period ended June 30, 1999 as compared to the six
month period ended June 30, 1998 increased in the amount of
$113,985. This increase resulted primarily from
rehabilitation costs at registrant's Trixie Mine during the
first quarter of 1999 and costs to Tintic related to the
rehabilitation of the Burgin Concentrating Mill. Mining
properties operating and exploration costs for the three
month period ended June 30, 1999 as compared to the three
month period ended June 30, 1998 decreased in the amount of
$53,002. This decrease resulted primarily from a reduction
in rehabilitation costs at registrant's Trixie Mine.
Registrant expended, directly and through Tintic, a total of
approximately $2 million beginning in the second quarter of
1998 through the second quarter of 1999, principally in
connection with: completion of the rehabilitation and
development of the Trixie Mine; rehabilitation work on the
Burgin Concentrating Mill; exploration and development of
the silver fissure area of the Burgin Mine (above the water
table); and costs associated with registrant's application
to the State of Utah for the appropriation of Burgin Mine
water and for costs associated with registrant's application
for the appropriation of water in the Main Tintic District.
General administrative expenses for the six and three month
periods ended June 30, 1999 as compared to the six and three
month periods ended June 30, 1998, increased in the amounts
of $169,981 and $129,837 respectively. These increase
resulted primarily from increased general and administrative
costs of Tintic during the first six months of 1999,
primarily in the three month period ended June 30, 1999.
Registrant expects to continue funding its operating
overhead for the balance 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.
Cash Needs Of Registrant.
The funds that registrant expended during the first six
months of 1999 for the above purposes, and the additional
funds registrant used to pay its general corporate overhead
were derived primarily from $92,229 in cash on hand at
January 1, 1999, and
$1,471,750 from net proceeds raised by the sale by
registrant of shares of its common stock in private
placements during the first six months of 1999. As of June
30, 1999, there remained $1,322,835 of cash and U.S treasury
bills on hand including U.S. Treasury Bill holdings. The
extent by which registrant will be able to continue to fund
its activities on its own properties and to make further
advances to Tintic that will allow Tintic to proceed with
its mining and rehabilitation activities, will depend
primarily upon the ability of registrant to raise funds
through the sale of real estate for residential and
commercial development, and/or the successful initiation of
production from the Trixie Mine (subject to the completion
of the rehabilitation of the Burgin Concentrating Mill
required to process Trixie Mine ores), and/or additional
funding through the private placement of its common shares.
As at June 30, 1999, registrant had sufficient cash to meet
its minimum corporate overhead requirements through December
31, 1999.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Registrant, during the second quarter of 1999, sold 652,300
shares of restricted investment stock to accredited
investors in private placements exempt from registration
pursuant to Securities and Exchange Commission Regulation D
under the Securities Act of 1933. Registrant received net
cash proceeds of $1,471,750 from the sale of said shares.
Proceeds received by registrant from the above private
placements were and will be used primarily for the following
purpose: loans to Tintic Utah for rehabilitation of the
Burgin Mill, rehabilitation of registrant's Trixie Mine and
Tintic's operating expenses.
Item 5. Other Information
Application To Appropriate Burgin Water:
As previously reported, registrant filed an application with
the State of Utah in September, 1998 for the appropriation
of Burgin Mine water covering up to 29,000 acre feet
annually and that a hearing had been held before the Utah
State Engineer. On August 5, 1999, the Utah State Engineer
rejected registrant's application, holding that the Burgin
water was very similar to the quality of water all along the
west side of Utah Lake and that the Burgin Mine was not a
new source of water. The Utah State Engineer apparently
based his decision upon the objections of several protestors
to the application, who had argued that an unspecified
amount of Burgin highly saline water flows underground into
Utah Lake, where water appropriation had previously been
granted to parties other than registrant, and that the
Burgin water was a tributary to Utah Lake.
Registrant intends to file a request for reconsideration
with the Utah State Engineer, seeking a reversal of the
decision rejecting the application to appropriate the Burgin
water. If the Utah State Engineer does not reverse his
decision, registrant will seek to use the Utah State
Engineer's decision as a basis for pumping the Burgin water
directly into Utah Lake. Registrant believes that
registrant should not be denied the right to appropriate the
Burgin water, while at the same time being denied the right
by some other governmental agency to pump the water into
Utah Lake. If these dual denials should occur, registrant
would consider at that time asserting its legal rights
against the State of Utah under the law of inverse
condemnation (taking of assets), on the grounds that such
denials prevent development of the Burgin Mine and deprives
registrant of the value of its property.
If the Utah State Engineer does not reverse his decision,
registrant would also have as an option the right to appeal
the Utah State Engineer's decision to the Utah District
Court.
The immediate effect of the decision against registrant's
water appropriation application is that registrant will be
unable at this time to enter into an agreement with U.S.
Filter Operating Services ("U.S. Filter") for the building
and operation of a water treatment facility. The Letter of
Intent entered into by registrant and Tintic Utah Metals
with U.S. Filter remains in effect. The potential for
obtaining a feasibility study for mining from the portion of
the Burgin Mine below the water level must also await the
outcome of registrant's request for reconsideration or
appeal of the Utah State Engineer's decision or until
registrant has developed and received approval from State of
Utah authorities of an alternative plan for the dewatering
of the Burgin Mine. Accordingly, registrant is unable to
estimate a time period within which the Burgin Mine will be
put into production.
Real Estate Annexation:
In July 1999, the City of Eureka, Utah adopted an ordinance
declaring the annexation of 350 acres of registrant's Juab
County into the City of Eureka. It is anticipated that the
final step of obtaining County approval of the annexation
will occur shortly. The annexation means that City of
Eureka services will now be available for the 350 acres and
registrant will seek to enter into arrangements with
brokers, developers and others for the sale of the acreage
newly subject to those services.
Year 2000:
Registrant has assessed the impact of the Year 2000 issues
affecting its hardware and software (including embedded
systems contained in registrant'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:
registrant does not have sufficient funds over the remainder
of 1999 that would allow it to accomplish any one or more of
its priorities, such as making adequate advances to Tintic
Utah Metals for the purpose of renovating the Burgin Mill
and mining from the silver fissure area of the Burgin Mine,
and to mine and process ore from registrant's Trixie Mine;
the refusal of the Utah State Engineer to reverse his
decision that denied registrant's application to appropriate
water from the Burgin Mine; notwithstanding the availability
of sufficient funds--the State of Utah fails to issue the
mining permit needed to allow ores from the Trixie Mine and
the silver fissure area of the Burgin Mine to be processed -
- - it is not economically feasible to mine and sell ores from
registrant's Trixie Mine and/or from the silver fissure area
of the Burgin Mine-- Tintic Utah Metals is unable to obtain
governmental approval and permits relating to alternative
plans to dewatering the Burgin Mine if registrant's
application for reconsideration of the water appropriation
application is denied by the Utah State Engineer: or is
unable to a obtain a positive feasibility study or secure
financing for the main Burgin Mine mining operation;
registrant is unable to enter into an agreement with a real
estate developer relating to the sale of registrant's real
estate for residential and commercial development. For
additional details, see "Item 6. Management's Discussion And
Analysis Or Plan Of Operation. PLAN OF OPERATION - Cash
Needs of Registrant" of registrant's Form 10-KSB for the
year ended December 31, 1998. These and other risks are
described in registrant's filings with the Securities and
Exchange Commission.
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)
August 11, 1999 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
President, Chairman of the Board of
Directors, and
Principal Executive Officer
August 11, 1999 /s/EDWARD R. SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
