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, 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
7,951,601
Number of shares of $.50 par value Common Stock outstanding
at October 22, 1999
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
September 30,1999
CURRENT ASSETS:
Cash $ 64,033
U.S. treasury bills, at cost which 843,116
approximates market value
Accounts receivable 2,215
Other current assets 4,456
Total current assets 913,820
INVESTMENT IN CENTRAL STANDARD CONSOL. MINES 79,961
ADVANCES TO CENTRAL STANDARD 29,650
CONSOLIDATED MINES
MINING CLAIMS AND PROPERTIES, LESS 8,465,619
ACCUMULATED DEPLETION OF $819,444
MACHINERY AND EQUIPMENT, LESS ACCUMULATED 128,676
DEPRECIATION OF $134,579
RECLAMATION BOND DEPOSITS 143,239
Total assets $9,760,965
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $17,032
ACCRUED RECLAMATION COST 389,800
MINORITY INTEREST 2,502,107
SHAREHOLDER'S EQUITY:
Preferred stock-$0.50 par value; 1,500,000 2,584
shares authorized, 5,168 shares outstanding
Common stock-$0.50 par value; 20,000,000
shares authorized, 7,951,602 outstanding,
16,441 shares held in treasury without any
associated value 3,975,801
Additional paid-in-Capital 14,818,554
Deferred compensation (3,225)
Notes receivable from shareholders (80,420)
Accumulated deficit (11,861,268)
Total shareholders' equity 6,852,026
Total liabilities and shareholders equity $9,760,965
The accompanying notes to consolidated financial
statements are an integral part of this consolidated balance sheet.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
September September
30, 1999 30, 1998
REVENUES:
Interest 10,453 $ 6,600
Land sales and other 2,033 2,730
Total revenues 12,486 9,330
EXPENSES:
General and administrative 250,605 165,946
Mining properties operating and
exploration costs 64,704 185,362
Taxes other than income taxes 13,191 7,550
Total expenses 328,500 358,858
NET LOSS BEFORE MINORITY INTEREST(316,014) (349,528)
MINORITY INTEREST - 55,833
NET LOSS $(316,014) $(293,695)
NET LOSS PER COMMON SHARE
(Basic and Diluted) $ (0.04) $ (0.05)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Basic and 7,948,634 6,505,709
Diluted)
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine Months Ended
September September
30, 1999 30, 1998
REVENUES:
Interest $23,008 $28,361
Land sales and other 14,389 34,214
Total revenues 37,397 62,575
EXPENSES:
General and administrative 742,748 488,108
Mining properties operating and
exploration costs 355,764 362,437
Taxes other than income taxes 53,206 19,358
Total expenses 1,151,718 869,903
NET LOSS BEFORE MINORITY INTEREST(1,114,321) (807,328)
MINORITY INTEREST - 137,615
NET LOSS $(1,114,321) $(669,713)
NET LOSS PER COMMON SHARE
(Basic and Diluted) $ (0.15) $ (0.10)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Basic and 7,596,576 6,448,663
Diluted)
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash
For the Nine Months Ended
September September
30, 1999 30, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,114,321)$ (669,713)
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of common stock for services
rendered 31,377 14,000
Depreciation 24,254 13,650
Amortization of deferred compensation 9,675 18,750
Allocation of loss to minority - (137,615)
interest
Change in Assets and Liabilities:
Decrease in accounts receivable 2,271 651
(Increase) decrease in other assets (4,456) 812
(Decrease) increase in accounts (75,071) (52,339)
payable and accrued liabilities
Net cash used in operating activities (1,126,271) (811,804)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease Increase in U.S. treasury (99,892) (246,890)
bills, net
Mining property development and
purchase of property and equipment (272,733) (503,083)
Increase in reclamation bond deposits - (99,740)
Collection on notes receivable from
shareholders 1,950 -
Advances to affiliates (3,000) (1,500)
Net cash used in investing activities: (373,675) (851,213)
CASH FLOWS FROM FINANCING ACTIVIITES:
Net proceeds from sale of common stock 1,471,750 1,383,500
Net cash used in provided by financing 1,471,750 1,383,500
activities:
NET DECREASE IN CASH (28,196) (279,517)
CASH AT BEGINNING OF PERIOD 92,229 345,517
CASH AT END OF PERIOD $ 64,033 $65,999
The accompanying notes to consolidated financial
statement are an integral part of these consolidated 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. The option, which was to expire on October 15,
1999, was extended to December 31, 2000. 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 nine months of 1999,
registrant advanced a net amount of approximately $770,000
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.
Reclassification
Certain reclassifications have been made in prior years to financial
statements to conform to the current year's presentation.
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 nine months ended
September 30, 1999 was $1,114,321 compared to registrant's
consolidated net loss for the nine months ended September 30,
1998 of $669,713.
Registrant's consolidated net loss for the three months
ended September 30, 1999 was $316,014 as compared to
registrant's consolidated net loss for the three months
ended September 30, 1998 of $293,695. The increases of
$444,608 and $22,319 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
nine month and three month periods ending September 30,
1999. Allocation of Tintic's full loss of $451,532 for the
nine months ended September 30, 1999 and for the three
months ended September 30, 1999 of $143,480 is in accordance
with the terms of the Operating Agreement, due to advances
made by registrant to Tintic Utah Metals during the first
nine months of 1999.
Registrant had no revenues from mining operations during the
year 1998 or during the first nine months of 1999.
Registrant's consolidated revenues of $37,397 for the first
nine months of 1999 consisted of $14,389 from miscellaneous
sources and $23,008 in revenues from interest. Registrant's
consolidated revenues of $62,575 for the first nine months
of 1998 consisted of $34,214 in revenues from real estate
sales and miscellaneous sources and $28,361 in revenues from
interest.
Mining properties operating and exploration costs for the
three month period ended September 30, 1999 as compared to
the three month period ended September 30, 1998 decreased in
the amount of $120,658. This decrease resulted primarily
from a reduction of rehabilitation costs at registrants
Trixie Mine net of an increase in costs associated with the
rehabilitation of the Burgin Concentrating Mill during the
third quarter of 1999.
Registrant expended, directly and through Tintic, a total of
approximately $2.3 million beginning in the second quarter
of 1998 through the third 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 Apex 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 nine and three month
periods ended September 30, 1999 as compared to the nine and
three month periods ended September 30, 1998, increased in
the amounts of $254,640 and $84,659 respectively. These
increase resulted primarily from increased general and
administrative costs of Tintic during the nine and three
month periods ended September 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.
Registrant will seek additional funding through the private
placement of shares of its capital stock, however, there can
be no assurance that such sales of stock will be achieved.
Cash Needs Of Registrant.
The funds that registrant expended during the first nine
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 nine months of 1999. As of
September 30, 1999, there remained $907,000 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 capital stock.
As at September 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
None.
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 filed 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.
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 and Juab County
adopted an ordinance declaring the annexation of 350 acres
of registrant's Juab County into the City of Eureka. The
formal recording of the transfer of the property took place
in October 1999. The annexation means that City of Eureka
services, subject to final determinations of culinary water
allocation, will 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.
Resignation of Two Directors:
On October 7, 1999 registrant's Board of Directors accepted
the resignation of two members of the Board, James Callery
and Victor V. Tchelistcheff. The Board, at that meeting,
temporarily reduced the size of registrant's Board to three
members as a result of the resignations. Registrant will
increase the size of its Board of Directors to either five
or seven members at the next meeting of shareholders
anticipated to be held in December 1999.
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 Apex 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 Apex 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 Apex 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)
November 10, 1999 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
President, Chairman of the Board of
Directors, and Principal Executive Officer
November 10, 1999 /s/EDWARD R. SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial Officer and
Principal Accounting Officer
