<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
Commission File Number: 0-17048
GRAND CENTRAL SILVER MINES, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
UTAH 87-0429204
--------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
860 SOUTH 500 WEST STREET, MAIN FLOOR, SALT LAKE CITY, UTAH 84101
-------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
801-534-1120
----------------------------------------------------
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 [ ]
The number of shares outstanding at December 31, 1997: 5,973,917 shares
(Page 1 of 11)
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<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS OF GRAND CENTRAL SILVER MINES, INC.
(Hereinafter referred to as "Registrant" or "Company")
The condensed, consolidated financial statements of the Registrant
included herein have been prepared by the Registrant from its own books and
records. In the opinion of management, the financial statements included
in this quarterly report present fairly in all material respects, the
financial position of Registrant and subsidiaries as of March 31, 1998, and
September 30, 1997, the results of operations for the three months and six
months ended March 31, 1998, and 1997, and the cash flows for the six months
ended March 31, 1998, and 1997, in conformance with generally accepted
accounting principles.
As discussed in Item 2, a substantial portion of Registrant's assets
consist of investments in mineral properties for which additional
exploration is required to determine if they contain ore reserves that are
economically recoverable. The realization of these investments is dependent
upon the success of future property sales, the existence of economically
recoverable reserves, the ability of the Company to obtain financing or make
other arrangements for development, and upon future profitable production.
Accordingly, no provision for any asset impairment that may result, in the
event the Company is not successful in developing or selling these
properties, has been made in the accompanying consolidated financial
statements.
(Page 2 of 11)
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<PAGE> 3
<TABLE>
GRAND CENTRAL SILVER MINES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
<CAPTION>
March
31, 1998 September
ASSETS (Unaudited) 30, 1997
- ------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 64,569 $ 30,080
Accounts receivable 8,562 --
Advances to related parties 83,188 26,312
Prepaid expenses 13,902 41,606
Marketable securities (Note 3) 150,000 150,000
------------ ------------
Total current assets 320,221 247,998
------------ ------------
MINERAL PROPERTIES 11,084,400 9,648,747
------------ ------------
PROPERTY AND EQUIPMENT
Leasehold improvements 7,517 7,517
Furniture and equipment 282,388 249,000
Vehicles 149,271 125,151
Field equipment 488,245 580,999
Leased automobiles & equipment 53,026 84,620
Less: Accumulated depreciation and amortization (609,361) (547,436)
------------ ------------
Total property and equipment 371,086 499,851
------------ ------------
OTHER ASSETS
Deposits 1,125,830 --
Deposits and other assets 1,790 15,478
------------ ------------
Total other assets 1,127,620 15,478
------------ ------------
TOTAL ASSETS $ 12,903,327 $ 10,412,074
============ ============
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated statements.
(Page 3 of 11)
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<PAGE> 4
<TABLE>
GRAND CENTRAL SILVER MINES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
(Unaudited)
<CAPTION>
March
31, 1997 September
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited) 30, 1997
- ------------------------------------ ------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 408,730 $ 295,301
Accrued expenses 10,493 24,029
Payable to related party 1,000 476
Advances from shareholder 530 84,315
Leases payable - current portion 5,989 30,835
Notes payable - current portion 750,000 --
------------ ------------
Total current liabilities 1,176,742 434,956
------------ ------------
LONG-TERM DEBT
Leases payable 6,000 22,041
Note payable 71,004 71,004
------------ ------------
Total long-term debt 77,004 93,045
------------ ------------
TOTAL LIABILITIES 1,253,746 528,001
------------ ------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 32,724 32,745
------------ ------------
STOCKHOLDERS' EQUITY
Common stock - $.01 par value; 40,000,000
shares authorized; 5,973,917 and 30,575,796
shares issued and outstanding, respectively 398,624 305,758
Additional paid-in capital 27,614,364 21,871,474
Accumulated deficit (15,271,131) (12,314,383)
Receivable related to sale of common stock (1,125,000) (11,500)
------------ ------------
Total Stockholders' Equity 11,616,857 9,851,349
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 12,903,327 $ 10,412,074
============ ============
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated statements.
(Page 4 of 11)
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<PAGE> 5
<TABLE>
GRAND CENTRAL SILVER MINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
-------------------------- --------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Operating revenue $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Total revenues -- -- -- --
------------ ------------ ------------ ------------
OPERATING COSTS
General and administrative 515,666 412,564 832,098 845,086
Cost of property disposals 6,989 5,859 6,989 5,859
Mineral leases 31,256 65,296 57,383 141,827
Depreciation and amortization 37,542 41,865 80,865 82,393
------------ ------------ ------------ ------------
Total operating expenses 591,453 525,584 977,335 1,075,165
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS 591,453 525,584 977,335 1,075,165
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Interest and other income 6,942 7,268 20,898 9,423
Interest expense (5,585) (4,173) (11,771) (8,225)
Gain on sale of assets 5,460 189,880 11,460 202,313
Loss on impairment of assets (2,000,000) -- (2,000,000) --
------------ ------------ ------------ ------------
Total other income (1,993,183) 192,975 (1,979,413) 203,511
------------ ------------ ------------ ------------
NET LOSS BEFORE
MINORITY INTERESTS (2,584,636) (332,609) (2,956,748) (871,654)
MINORITY INTERESTS IN LOSS (INCOME)
OF CONSOLIDATED SUBSIDIARIES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (2,584,636) $ (332,609) (2,956,748) (871,654)
============ ============ ============ ============
NET LOSS PER COMMON
SHARE (Note 2) $ (0.17) $ (0.01) $ (0.12) $ (0.03)
============ ============ ============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 15,311,572 27,670,380 24,503,272 27,154,485
============ ============ ============ ============
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated statements.
(Page 5 of 11)
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<PAGE> 6
<TABLE>
GRAND CENTRAL SILVER MINES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION> For the Six Months Ended
March 31,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,956,748) $ (871,654)
Adjustments to reconcile net loss to
net cash used in operating activities:
Compensation and other expenses paid
through issuance of common stock 584,660 540,562
Write-off of mineral properties 2,000,000 --
Depreciation and amortization 80,865 82,393
Changes in assets and liabilities:
Accounts receivable (8,562) 5,000
Receivable from related party (56,876) 21,314
Prepaid expenses 27,704 (16,234)
Other assets 13,688 5,000
Accounts payable 13,429 93,189
Payable to related party 524 18,192
Accrued expenses (13,536) (21,641)
Advances from stockholders (83,785) 22,301
Leases payable (40,887) (19,649)
------------ ------------
Net cash used in operating activities (339,524) (141,227)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (57,508) (73,875)
Acquisition of mineral properties (1,843,388) (580,882)
Acquisition of investments (1,125,830) --
------------ ------------
Net cash used in investing activities (3,026,726) (654,757)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of promissory notes 750,000 --
Issuance of common stock for mineral properties 1,425,000 --
Issuance of common stock for investments 1,124,550 --
Issuance of common stock for cash 75,646 763,700
Receivable related to sale of common stock -- (50,393)
Advances from shareholder -- 2,350
------------ ------------
Net cash provided by financing activities 3,375,196 766,050
------------ ------------
NET INCREASE (DECREASE) IN CASH 8,946 (77,933)
CASH, BEGINNING OF PERIOD 55,623 133,556
------------ ------------
CASH, END OF PERIOD $ 64,569 $ 55,623
============ ============
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these condensed consolidated statements.
(Page 6 of 11)
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<PAGE> 7
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the three months ended March 31, 1998, the Company:
* Issued 47,500 shares of common stock valued at $143,569 for services of
employees and contractors.
* Issued 21,000 shares of common stock valued at $47,250 for promotional
services.
* Issued 150,000 shares of common stock valued at $187,500 as fees for
bridge financing.
* Issued 382,500 shares of common stock valued at $1,124,550 to acquire an
investment in San Miguel Mining Company.
* Issued 735,000 shares of common stock valued at $1,425,900 and a promissory
note for $350,000 to acquire an interest in a minerals joint venture.
* Issued 900,000 shares of common stock valued at $1,125,000 in exchange for
a short-term receivable.
________________________________________________________
| |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
|________________________________________________________|
1) The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, in accordance with generally
accepted accounting principles for interim financial information and
pursuant to the rules, regulations and instructions of the Securities and
Exchange Commission pertaining to Form 10-Q and Article 10 of Regulation
S-X. These condensed consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary to present
fairly the results of operations for the interim period presented. All
adjustments are of a normal recurring nature. Certain information,
footnotes and disclosures normally included in complete financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the following disclosures
are adequate. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's annual report
on Form 10-K for the year ended September 30, 1997.
2) Net loss per common share is based on the weighted average number of
common shares outstanding during the period.
These Notes are an integral part of the condensed consolidated statements.
(Page 7 of 11)
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<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3) The Company carries its marketable securities at the lower of cost or
market value (FMV):
COST FMV
--------- ---------
Royal Silver Mines, Inc. $ 150,000 $ 501,983
Fair market value is based on the closing or average price of Royal
common stock of $0.46 per share on March 31, 1998.
4) On Feburary 4, 1998, the Company declared a 1-for-10 reverse stock
split. Before the split, the Company had 37,653,898 outstanding shares
of common stock. After effecting the stock split and adjusting for
rounding, the Company had 3,765,417 shares of common stock outstanding.
These Notes are an integral part of the condensed consolidated statements.
(Page 8 of 11)
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<PAGE> 9
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Financial Condition, Liquidity and Capital Resources.
- ------------------------------------------------------
Since inception on June 21, 1984, the Company has been engaged in
exploration, acquisition, and development of mineral properties primarily
through joint ventures. The Company's principal capital resources have
been acquired through issuance of common stock, through joint venture
operations, and through sales of various properties. The Company has
primarily relied upon joint venture partners to finance the on-going costs
of holding and developing properties.
At March 31, 1998, there was deficit working capital of $(856,521)
compared to deficit working capital of $(186,958) at September 30, 1997.
This change is primarily the result of mineral property acquisitions funded
with short-term debt.
At March 31, 1998, the Company owned 1,091,267 shares of Royal Silver
Mines, Inc. common stock, which was approximately seven percent of the
total shares outstanding as of March 31, 1998. The current market value of
this stock is about $0.46 per share (see Note 3).
The Company's total assets consist primarily of interests in mineral
properties. This asset increased from $9,648,747 at September 30, 1997, to
$11,084,400 as of March 31, 1998. The increase is due primarily to the
acquisition from Royal Silver Mines, Inc., of certain Coeur d'Alene silver
properties and patented mining claims and a working interest in a joint
venture. The acquisition cost of these properties of $3,435,653 was
largely offset by the Company's writedown of $2,000,000 of other mineral
properties considered by management to have less value than their recorded
cost.
During the six months ended March 31, 1998, the Company's operations
provided $8,946 of cash, as compared to using $77,933 of cash during the
same period in the preceding year. While expenses paid through the
issuance of common stock during the first six months of each fiscal year
remained roughly consistent, there were substantially more acquisitions of
mineral properties and investments in 1998, almost all of which were
financed by the issuance of common stock (which aggregated $2,549,550), and
to a smaller extent by promissory notes ($750,000). By contrast, there was
no funding in the first six months of 1997 from notes or lenders, although
cash generated by stock sales was $763,700 in the first six months of 1997
as opposed to only $75,646 in the first half of fiscal year 1998. There
was a receivable of $1,125,000 generated in March of 1998 from the sale of
common stock, with the first portion of the cash funding ($300,000) from
this transaction received in early April, 1998.
The Company does not have sufficient capital to fully explore and
develop its mineral properties, nor does the Company currently have
continuing revenues. The Company plans to continue financing its exploration
activities through joint ventures, production activities, equity or debt
funding, or by selling properties and retaining royalty interests. In
addition, the Company holds royalty interests on properties sold during
fiscal years 1992 and 1997 that are currently under exploration and
development by other, larger mining companies.
(Page 9 of 11)
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<PAGE> 10
Results of Operations.
- -----------------------
The Company posted losses of $2,584,636 and $2,956,748 for the three
months and six months ending March 31, 1998, respectively. The principal
component of each loss was the write-down in March 1998 of $2,000,000 of
mineral properties considered by management to have less value than
originally recorded cost. There were no revenues during the first six
months of fiscal 1997 or fiscal 1998.
Operating expenses for the six months ending March 31, 1998 were
$977,335, down almost $100,000 from the corresponding period of the prior
year primarily as a result of greatly reduced mineral lease expenditures.
General and administrative expenses of $832,098 for the first six months of
fiscal 1998 compared favorably with $845,086 for the same period of the
preceding year.
These condensed consolidated financial statements include the following
companies, with the state of incorporation and percentage of ownership as
shown: Centurion Mines Corporation, Utah, 100%; Centurion Exploration
Incorporated, Utah, 100%; Dotson Exploration Company, Nevada, 100%; Mammoth
Mining Company, Nevada, 81.8%; The Gold Chain Mining Company, Utah, 61.1%;
and Tintic Coalition Mines Corporation, Utah, 80%.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
ITEM 2. CHANGES IN SECURITIES. None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 1998 Annual Meeting of Shareholders held on January 30, 1998,
with 32,196,091 shares represented (88.5%) of a total of 36,375,905 shares
eligible to vote, the following matters were approved by shareholder vote
and immediately implemented: election of the following directors -- Spenst
Hansen, Orson Mabey, III, J.D.H. (David) Morgan, Howard M. Crosby, John
Ryan, and Michael T. Mason; ratification of Jones, Jensen & Company, CPA's,
as the Company's independent public accountants and auditor, by a vote of
26,566,661 "For", 506,850 "Against", and 5,122,130 "Abstentions"; adoption
of a 1-for-10 reverse split of the Company's common stock, by a vote of
25,284,879 "For", 1,719,073 "Against", and 5,191,639 "Abstentions";
approval of 2.5 million additional pre-split shares under the Company's
1991 Stock Option and Award Plan, by a vote of 11,606,151 "For", 3,119,237
"Against", and 5,191,639 "Abstentions", with 14,960,510 "Broker Non-Votes";
and a change in the Company's name to "Grand Central Silver Mines, Inc.", by
a vote of 26,189,355 "For", 824,490 "Against", and 5,181,271 "Abstentions".
(Page 10 of 11)
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<PAGE> 11
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The Company filed a current report on Form 8-K, dated November 25,
1997. There the Company reported a contemplated change in its business
strategy and plan, including a change in emphasis to silver, from that of
gold and copper. Since that filing, the Company has continued discussions
with Royal Silver Mines, Inc., regarding the possibility of an eventual
combination of assets or operations, or, perhaps, a corporate consolidation
of some type between the two companies. Prospectively, the Company also
may consider alternate business arrangements with one or more other mineral
resource companies regarding exploration and development of the Company's
significant mining properties on privately-owned land.
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.
GRAND CENTRAL SILVER MINES, INC.
/s/ John P. Ryan May 13, 1998
- -------------------------------- --------------------
By: John P. Ryans Date
Its: Chief Executive Officer and
Principal Financial Officer
(Page 11 of 11)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN REGISTRANT'S FORM 10-Q FOR
THE QUARTER ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO ITS FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000836123
<NAME> GRAND CENTRAL SILVER MINES, INC.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> SEP-30-1997 SEP-30-1996
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 64,569 55,623
<SECURITIES> 150,000 150,000
<RECEIVABLES> 91,750 13,718
<ALLOWANCES> 0 6,190 <F1>
<INVENTORY> 0 92,812 <F2>
<CURRENT-ASSETS> 320,221 312,153 <F3>
<PP&E> 980,447 10,405,331
<DEPRECIATION> (609,361) (467,805)
<TOTAL-ASSETS> 12,903,327 10,249,679
<CURRENT-LIABILITIES> 1,176,742 421,674
<BONDS> 0 136,121 <F4>
0 0
0 0
<COMMON> 398,624 281,447
<OTHER-SE> 11,218,233 9,410,437
<TOTAL-LIABILITY-AND-EQUITY> 12,903,327 10,249,679
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 591,453 525,584
<OTHER-EXPENSES> 2,000,000 (197,148) <F5>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,585 4,173
<INCOME-PRETAX> (2,584,636) (332,609)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,584,636) (332,609)
<EPS-PRIMARY> (0.17) (0.01)
<EPS-DILUTED> (0.17) (0.01)
<FN>
<F1> As reported on the Form 10-Q for the quarter ended March 31, 1997,
this field ("Allowances") represents the amount of "Total Other Assets"
stated on the Balance Sheets.
<F2> As reported on the Form 10-Q for the quarter ended March 31, 1997,
this field ("Inventory") represents the amount of "Prepaid expenses"
reported on the Balance Sheets.
<F3> As reported on the Form 10-Q for the quarter ended March 31, 1997,
this field ("Current Assets") represents the sum of "Total Other
Assets" and "Total Current Assets" reported on the Balance Sheets.
<F4> As reported on the Form 10-Q for the quarter ended March 31, 1997,
this field ("Bonds") represents the sum of "Total Long-Term Debt"
and "Minority Interest in Consolidated Subsidiaries" reported on
the Balance Sheets.
<F5> This field ("Other-Expense") represents the "Loss on impairment of
assets" reported on the "STATEMENTS OF OPERATIONS" at page 5 of the
Form 10-Q for the quarter ended March 31, 1998; and represents the sum
of "Other income" and "Gain on the sale of assets" reported on the
"STATEMENTS OF OPERATIONS" at page 5 of the Form 10-Q for the quarter
ended March 31, 1997.
</FN>
</TABLE>
