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 March 31, 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
7,311,742
Number of shares of $.50 par value Common Stock
outstanding at April 9, 1999
PART 1.
FINANCIAL INFORMATION
Item 1. Financial Statements.
CHIEF CONSOLIDATED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEET
(Unaudited)
ASSETS
March 31, 1999
CURRENT ASSETS:
Cash $ 48,874
U.S.treasury bills (at cost
which approximates market value) 299,125
Accounts receivable 1,748
Other current assets 12,170
Total current assets 361,917
INVESTMENT IN CENTRAL STANDARD
CONSOLIDATED MINES 78,101
ADVANCES TO CENTRAL STANDARD
CONSOLIDATED MINES 26,650
MINING CLAIMS AND PROPERTIES,
less accumulated depletion of $819,444 8,372,351
MACHINERY AND EQUIPMENT, less accumulated
depreciation of $115,043 49,376
RECLAMATION BOND DEPOSITS 139,540
OTHER ASSETS 4,552
Total assets $9,032,487
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilites 45,218
Total current liabilities 45,218
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,
7,311,742 outstanding
16,441 shares held in treasury without
any associated value 3,655,871
Additional paid-in capital 13,728,328
Deferred compensation [9,675]
Notes receivable from shareholders [81,620]
Accumulated deficit [11,200,156]
Total shareholders equity 6,095,362
Total liabilities & shareholders equity $9,032,487
The accompanying notes to condensed consolidated
financial statements are an integral part of this
statement.
CHIEF CONSOLIDTED MINING COMPANY
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three Months Ended
March 31, 1999 March 31, 1998
REVENUES:
Interest $ 6,058 $ 11,036
Land sales and other 1,556 16,000
Total revenues 7,614 27,036
EXPENSES
General and administrative 219,170 179,026
Mining properties operating
and exploration costs 219,457 52,470
Taxes other than income taxes 22,196 8,941
Total Expenses 460,823 240,437
NET LOSS BEFORE MINORITY INTEREST [453,209] [213,401]
MINORITY INTEREST - 40,810
NET LOSS $[453,209] $[172,591]
NET LOSS PER COMMON SHARE $ [0.06] $ [0.03]
(Basic and Diluted)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING $7,270,075 $6,348,570
(Basic and Diluted)
The accompanying notes to condensed consolidated 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 Three Months Ended
March 31, 1999 March 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $[453,209] $[172,591]
Adjustment to reconcile net loss
to net cash used in operating
activities:
Depreciation 4,817 4,550
Amortization of deferred compensation 3,225 6,250
Allocation of loss to minority int. - [40,810]
Change in Assets and Liabilities:
Decrease (increase) in acnts receivable 2,738 [12,971]
Increase in other assets [12,170] [ 3,453]
Decrease in accounts payable
and accrued liabilities [46,885] [44,931]
Net cash used in operating activities $[501,484] $[263,956]
CASH FLOW FROM INVESTING ACTIVITIES:
Decrease(increase)in U.S.
treasury bills, net 444,099 1,136,073
Expenditures for mining claims
and property and purchase of
machinery and equipment [ 78,970] [126,634]
Net cash(used in)provided by
investing activities 365,129 1,262,707
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock 93,000 1,397,500
Net cash provided by financing activities 93,000 1,397,500
NET INCREASE (DECREASE) IN CASH [43,355] [ 129,163]
CASH AT BEGINNING OF PERIOD 92,229 345,516
CASH AT END OF PERIOD $48,874 $ 216,353
The accompanying notes to condensed consolidated financial statements
are an integral part of this statement.
4
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
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 quarter of
1999, registrant advanced a net amount of
approximately $242,000 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.
Subsequent Event
In April 1999, registrant issued 100,000 shares
of common stock through private placement under
Regulation D. The common stock was offered at a
$1.75 per share resulting in proceeds of
$175,000. The proceeds are expected to be used
to fund mine development efforts and other
operational costs of registrant.
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 three
months ended March 31, 1999 was $453,209 as
compared to registrant's consolidated net loss
for the first three months of 1998 of $172,591.
The increase of $280,618 in the loss resulted
primarily from registrant's portion of the loss
sustained by Tintic Utah Metals in the amount of
$158,987, and an increase in mining costs,
primarily associated with the rehabilitation of
registrant's Trixie Mine. Registrant's full
allocation of the loss sustained by Tintic Utah
Metals for the first three months of 1999 is in
accordance with the Operating Agreement, due to
certain advances made by registrant to Tintic
Utah Metals during the first quarter of 1999.
Registrant had no revenues from mining
operations during the year 1998 or during the
first three months of 1999. Registrant's
consolidated revenues for the first three months
of 1999 consisted of $ 1,556 from miscellaneous
sources and $6,058 in revenues from interest.
Registrant's consolidated revenues of $27,036
for the first three months of 1998 consisted of
$16,000 in revenues from real estate sales and
miscellaneous sources and $11,036 in revenues
from interest.
Mining properties operating and exploration
costs for the three months ended March 31, 1999
as compared to the three months ended March 31,
1998 increased in the amount of
$166,987. This increase resulted primarily from
diminished operating costs of Tintic Utah Metals
during the first quarter of 1998 before
exploration and development activities were
initiated in addition to increased
rehabilitation costs at registrant's Trixie Mine
during the first quarter of 1999 to bring it
into full operational status in March, 1999.
Registrant expended, directly and through Tintic
Utah Metals, a total of approximately $1,900,000
during the year 1998 through the first 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 applications to the
State of Utah for the appropriation of Burgin
Mine water and for the appropriation of water in
the Main Tintic District
General administrative expenses for the three
months ended March 31, 1999 compared to the
three months ended March 31, 1998, increased in
the amount of $40,144. This increase resulted
primarily from diminished general and
administrative costs of Tintic Utah Metals
during the first quarter of 1998.
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 1998
and in the first quarter of 1999 for the above
purposes and the additional funds registrant
used to pay its general corporate overhead were
derived primarily from $345,516 in cash on hand
at January 1, 1998, and $2,509,700 from proceeds
raised from the sale by registrant of shares of
its common stock in private placements during
1998 and $93,000 from proceeds raised by the
sale by registrant of shares of its common stock
in a private placement during the first quarter
of 1999. As of March 31, 1999, there remained
$347,999 of cash and treasury bills on hand.
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 Utah Metals that will allow Tintic Utah
Metals to proceed with its mining and
rehabilitation activities, will depend primarily
upon the ability of registrant during the
remainder of 1999 to raise funds through the
sale of registrant's common stock in private
placements and/or the sale of real estate for
residential and commercial development.
As of April 9, 1999, registrant had sufficient
cash to meet its minimum corporate overhead
requirements through December 31, 1999.
However, if the registrant expects to continue
to make cash advances to Tintic Utah Metals
and/or resume the mining and stockpiling of ore
from the Trixie Mine and, when the Burgin
Concentrating Mill becomes operative, pay the
initial costs of processing the ore, the
registrant will be required to raise additional funds
during 1999from the sale of its stock and/or the sale of
real estate.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Registrant, in March 1999 sold 53,200 shares of
restricted investment stock to an accredited
investor 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 $93,000
from the sale of said shares.
Proceeds received by registrant from the above
stated private placement was used for the
following purpose: loans to Tintic Utah for
rehabilitation of the Burgin Mill and
rehabilitation of registrant's Trixie Mine.
Item 5. Other Information
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 is unable to raise
sufficient funds during the remainder of 1999
that would allow it to accomplish any one or
more of its priorities, such as making 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 failure of registrant to obtain
approval from the State of Utah of its
application to appropriate water from the Burgin
Mine or the inability of registrant to reach a
definitive agreement with U.S. Filter pertaining
to a water treatment plant and dewatering system
if the application to appropriate water is
granted; 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 to appropriate water from the
Burgin Mine is not approved, 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
2. Management's Discussion And Analysis Or Plan
Of Operation. PLAN OF OPERATION. "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)
May 13, 1999 /s/LEONARD WEITZ
(Signature and Title)
Leonard Weitz
President, Chairman of
the Board of Directors, and
Principal Executive Officer
May 13, 1999 /s/EDWARD R.SCHWARTZ
(Signature and Title)
Edward R. Schwartz
Director, Treasurer,
Principal Financial
Officer and Principal
Accounting Officer
