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Vanderbilt Gold Corp – ‘10-Q’ for 9/30/94

As of:  Monday, 11/14/94   ·   For:  9/30/94   ·   Accession #:  931302-94-2   ·   File #:  1-09904

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/94  Vanderbilt Gold Corp              10-Q        9/30/94    2:25K                                    Brokop Bradley S/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12     49K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
8Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12Item 1. Legal Proceedings
"Item 6. Exhibits and Reports on Form 8-K
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UNITED STATES 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 September 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-9904 VANDERBILT GOLD CORPORATION (Exact name of registrant as specified in its charter) Delaware 88-0224117 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4625 Wynn Road, Suite 103, Building C, Las Vegas NV 89103 (Address of principal executive offices) (Zip Code) (702) 362-3152 (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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common stock outstanding on November 7, 1994: 26,245,585 shares
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[Download Table] PART I - FINANCIAL INFORMATION VANDERBILT GOLD CORPORATION Condensed Consolidated Balance Sheets (In Thousands) September December 30, 31, 1994 1993 Unaudited Current Assets: Cash and Temporary Investments $ 2 $ 36 Accounts Receivable - Trade 2 - Employee Advances Receivable 19 5 Due from Related Parties 17 - Inventories 855 851 Prepaid Expenses 3 4 Other 2 3 ______ ______ Total Current Assets 900 899 Plant and Equipment - Net 2,092 2,129 ______ ______ Total Assets 2,992 3,028 ====== ====== Current Liabilities: Accounts Payable $ 1,000 $ 959 Accrued Expenses 162 169 Accrued Salaries & Wages 454 370 Notes Payable - Other - 14 Due to Related Parties - 5 Deferred Revenue - Gold Sales 45 70 Gold Loan Payable 38 38 ______ ______ Total Current Liabilities 1,699 1,625 Long Term Liabilities: Accrued Reclamation Expense 45 47 Shareholders' Equity: Preferred Stock, Par Value $.01 Per Share; Authorized 5,000,000 Shares; Series A, 100,000 shares Designated, Issued and Outstanding 9,670 Shares 148 148 Common Stock, Par Value $.01 Per Share; Authorized 45,000,000 Shares at September 30, 1994; 25,000,000 shares at December 31, 1993; Issued and Outstanding 25,945,585 Shares at September 30, 1994 and 23,558,412 at December 31, 1993 259 235 Common Stock Subscribed but Unissued (358,068 shares) 57 - Additional Paid in Capital 24,010 23,682 Accumulated Deficit (23,226) (22,709) Net Shareholders' Equity 1,248 1,356 ______ ______ Total Liabilities and Shareholders' Equity $ 2,992 $ 3,028 ====== ====== <FN> See Accompanying Notes to Condensed Consolidated Financial Statements
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[Download Table] VANDERBILT GOLD CORPORATION Condensed Consolidated Statements of Operations (In Thousands, Except per Share Amounts) Three Months Nine Months Ended Ended September 30, September 30, 1994 1993 1994 1993 Unaudited Unaudited Revenues: Bullion Sales $ - $ - $ 14 $ 4 Rental Income - 7 - 7 _____ _____ _____ _____ Total Revenues - 7 14 11 Expenses: Refining and Shipping Costs - 1 10 1 Reclamation & Environmental Expenses 75 19 132 50 Claim Lease/Rentals & Property Taxes 10 15 39 31 Debt Restructuring Expenses - 31 13 31 Depreciation and Amortization 14 16 43 89 Exploration Costs 2 - 3 - General and Administrative Expenses 32 68 304 125 _____ _____ _____ _____ Total Expenses 133 150 544 327 _____ _____ _____ _____ Operating Loss 133 143 530 316 _____ _____ _____ _____ Interest Expense (1) (3) (30) (66) Debt Cancellation Income - 96 11 96 Gain on Termination of Joint Venture 32 - 32 - Loss on Disposal of Assets - - - (166) _____ _____ _____ _____ Net Loss $ 102 $ 50 $ 517 $ 452 ===== ===== ===== ===== Net Loss Per Share $ 0.00 $ 0.00 $ 0.02 $ 0.03 ===== ===== ===== ===== Weighted Average Number of Shares Outstanding Used in Calculation of Loss Per Share 26,085 19,777 24,850 13,821 ====== ====== ====== ====== <FN> See Accompanying Notes to Condensed Consolidated Financial Statements
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[Download Table] VANDERBILT GOLD CORPORATION Condensed Consolidated Statement of Cash Flows (in thousands) Nine Months Nine Months Ended Ended September 30, September 30, 1994 1993 Unaudited Unaudited Cash Flows from Operating Activities: Net Loss $ (517) $ (452) Adjustments for Noncash Items Included in Net (Loss): Depreciation and Amortization Charged: to Costs and Expenses from Current Period 43 89 included in Ending Inventory 1 4 Payments for Accrued Reclamation Costs (2) (7) Deferred Revenue Settled with Common Stock 13 31 Current Period Expenses Settled with Common Stock 45 41 Income from Cancellation of Debt (11) (96) (Gain) Loss on Disposal of Assets - 166 Changes in Current Assets and Liabilities: Accounts Receivable (2) 3 Employee Advances (14) - Due from Related Parties (17) - Inventories - Net of Depreciation and Amortization Charged to Costs and Expenses (5) 2 Other Current Assets 2 6 Accounts Payable 165 87 Accrued Expenses (7) (44) Accrued Salaries and Wages 84 85 Deferred Credit - 50 Bank Overdraft - 3 _____ _____ Net Cash Provided by (Used in) Operating Activities (222) (32) _____ _____ Cash Flows from Investing Activities: Purchase of Fixed Assets (7) - Proceeds from Fixed Asset Disposals - 6 _____ _____ Net Cash Provided by (Used in) Investing Activities (7) 6 _____ _____ <FN> See Accompanying Notes to Condensed Consolidated Financial Statements
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[Download Table] VANDERBILT GOLD CORPORATION Condensed Consolidated Statement of Cash Flows, Continued (in thousands) Nine Months Nine Months Ended Ended September 30, September 30, 1994 1993 Unaudited Unaudited Cash Flows from Financing Activities: Proceeds from Common Stock Sold and Subscribed 204 99 Increase in Notes Payable - Other - 12 Payment of Notes Payable - Other (4) (8) Increase in Amounts Due Related Parties - 6 Payment of Amounts Due Related Parties (5) (13) _____ _____ Net Cash Provided by (Used in) Financing Activities 195 96 _____ _____ Increase (Decrease) in Cash and Cash Equivalents (34) 70 Cash and Cash Equivalents at Beginning of Period 36 0 _____ _____ Cash Equivalents at End of Period 2 70 ====== ====== Supplemental Information: Payment of Amounts Due Related Parties with Common Stock - 12 Payment of Amounts Due Related Parties with Preferred Stock (Subscribed) - 48 Settlement of Forward Gold Sale with Common Stock (Subscribed) 25 118 Payment of Notes Payable - Other with Common Stock (Subscribed) 10 400 Payment of Accounts Payable with Preferred Stock (Subscribed) - 100 Payment of Accounts Payable with Common Stock (Subscribed) 112 914 Interest Paid with Common Stock (Subscribed) 25 60 Interest Paid 1 - Noncash Investment in Joint Venture 50 - <FN> See Accompanying Notes to Condensed Consolidated Financial Statements
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VANDERBILT GOLD CORPORATION Notes to Condensed Consolidated Financial Statements September 30, 1994 Unaudited 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: The Condensed Consolidated Balance Sheet as of September 30, 1994, and the related Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 1994 and 1993 and of Consolidated Cash Flows for the nine months ended September 30, 1994 and 1993 have been prepared without audit. The Condensed Consolidated Balance Sheet as of December 31, 1993 was taken from the audited financial statements of that date. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 1994, the results of operations for the three and nine months ended September 30, 1994 and 1993, and cash flows for the nine months ended September 30, 1994 and 1993 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is intended that these condensed consolidated financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's December 31, 1993 Form 10-K. The results of operations for the three and nine months ended September 30, 1994 and 1993 are not necessarily indicative of the operating results for the full year. These condensed consolidated financial statements include the accounts of the Registrant and its proportionate share of the assets, liabilities, income and expenses of a joint venture in which it was a 50% member through August, 1994, at which time the joint venture was terminated. Loss per common share is computed based upon the weighted average number of shares outstanding during each period, including common shares subscribed for which the Registrant has received full consideration. The effect on loss per common share resulting from the exercise of outstanding options would be antidilutive. Inventories of ores on the heap leach pad and gold-in-process are stated at the lower of average cost or market. Operating materials and supplies are stated at the lower of cost (as determined under the first-in first-out method) or market. The $855,000 shown as inventories on the balance sheet at September 30, 1994 consists entirely of ore in process. Certain reclassifications have been made to the 1993 financial statements for comparability to 1994. Such reclassifications had no effect on the amount of net loss.
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VANDERBILT GOLD CORPORATION Notes to Condensed Consolidated Financial Statements, continued September 30, 1994 Unaudited During 1991, due to the existence of a small leak in the top pad liner of heap leach pad #2, the Company was prohibited by regulatory authorities from adding any further cyanide to the leaching solution. Vanderbilt continued to circulate untreated liquids through the pad, during 1991 and into 1992, from which it was able to recover measurable amounts of gold and silver. However, by the end of 1992, virtually no gold or silver was being recovered from the pad. In light of the Company's financial condition, the fact that the pad was no longer suitable for its originally intended use, and the fact that the pad had reached the end of its estimated useful life of two years, Management decided it would be appropriate to remove it from the books of account. In February 1993, the cost associated with the original construction of heap leach pad #2 was written off excluding any salvageable equipment and materials. The net book value at the date of write-off was $43,000. Pad #2 is currently in the process of being detoxified. In 1987, Vanderbilt developed a land site upon which a contractor could place a mobile ore crushing facility. The costs incurred, primarily those for grading the site and laying concrete pads, were capitalized. The contractor has long since removed its equipment from the site and the site is no longer in use. Management has determined that the site is not compatible with more modern day equipment and it is no longer suitable for the purpose for which it was originally intended. Therefore, Management elected to write it off of the books of account. The net book value at the date of write-off, February 28, 1993, was $126,000. The accumulated depreciation and amortization at September 30, 1994 is $6,905,000 and $6,860,000 at December 31, 1993.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Commentary During the first nine months of 1994, Vanderbilt Gold Corporation continued the progress which it started in 1993. The Company has reduced old debts by $147,000; the creditors agreed to accept the Company's common shares for the debt. Funds were generated by private placements ($205,000) during the nine months ended September 30, 1994. The Company was able to pay $58,000 of its current expenses with common shares. The Registrant brought its filings current with the United States Securities and Exchange Commission by filing all required reports for 1991, 1992 and 1993. The private placement funds were used to pay the necessary legal, accounting, auditing, printing, proxy, mailing, and meeting costs to bring the filings current and hold the shareholders' meeting as well as pay for ongoing reclamation, permitting and licensing and environmental expenses. Vanderbilt held its shareholders' meeting (the first in three years) in June, 1994. The shareholders approved an increase in the authorized number of common shares to 45,000,000, voted in favor of the recommended Board of Directors, which now consists of seven (7) members, and approved amendments to the Company's 1989 Stock Option Plan. On August 11, 1994, the California Regional Water Quality Control Board, Lahontan Region, met at Mammoth Lakes, California, in formal session, and approved and adopted the amended waste discharge requirements for Vanderbilt Gold Corporation's Morning Star Mine. This approval means that the Company may now begin operations at the mine and that heap leach pad #1 is reclassified as detoxified. The California Desert Protection Act of 1994 ("ACT") was passed by Congress and signed into law by the President. The Morning Star Mine ("Morning Star") is located in the newly designated "Mojave National Preserve". In general, the Morning Star's mining and processing operations, under the new Act, may be conducted as provided in the existing Plan of Operations ("Plan"). One change will be that the public land, including the Morning Star, will be administered by the National Park Service ("NPS") instead of the Bureau of Land Management ("BLM"). The timetable for this transfer has not yet been announced. The NPS has, however, notified the Company that operating mines, with approved BLM Plans, that are now on lands to be administered by the NPS will be temporarily allowed to continue until the approved BLM Plan can be converted to an approvable NPS Plan and a validity determination of its claims can be made. The land around the Morning Star will no longer be open to new mining claims, but the new Act expressly provides that this withdrawal of land from mineral entry is "subject to valid existing rights", which would obligate the United States Government to honor the Morning Star's valid mining claims, permits and the approved Plan of Operation.
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Since the Morning Star has an approved Plan (approved by BLM) and state water permits, it appears that the mining and processing operations can proceed in accordance with the Company's plans. However, it is not possible at this time to assess the ultimate impact(s), if any, that the Act will have upon the Company's operations at Morning Star and when the Act will be fully implemented. RESULTS OF OPERATIONS: COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1994 TO NINE MONTHS ENDED SEPTEMBER 30, 1993: The Company realized a net loss of $517,000 ($0.02 per share) for the nine months ended September 30, 1994 which is $65,000 more than the $452,000 ($0.03 per share) loss for the nine months ended September 30, 1993. Note that the number of shares used in the computation for the 1994 per share amount are nearly double the amount for the 1993 per share calculation as the Company utilized a significant number of its common shares to retire debt and pay other obligations. For 1994, the loss is attributable to increased general and administrative expenses and higher reclamation and environmental expenses. The 1994 general and administrative expenses are higher because the Company incurred the expense in the first nine months of 1994 to complete its independent audits for 1991, 1992 and 1993, completion and filing of its Forms 10-K for 1991, 1992 and 1993, together with the costs of compiling the information and preparing Forms 10-Q for 1992 and 1993 (three quarterly reports for each year), preparing a proxy and proxy statement, mailing the proxy statements together with the 1993 Annual Reports to shareholders, and holding a shareholders' meeting in June 1994. The reclamation and environmental expenses include the costs of the continuing cleanup of the minesite, environmental compliances, payment for bonds, permits, fees and other charges related to reclamation and remediation at the Morning Star mine. The following financial and operational highlights summarize the Company's results of operations and financial position: [Download Table] Nine Months Ended September 30, September 30, 1994 1993 (in thousands except percentages, per share, ounces, and per ounce amounts) (Unaudited) Overburden and waste removed (tons) 0 0 Ore mined (tons) 0 0 Payable gold (troy ounces): Produced 0 0 Sold 36 * 12 Payable Silver (troy ounces): Produced 0 0 Sold 33 * 1
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[Download Table] Nine Months Ended September 30, September 30, 1994 1993 (in thousands except percentages, per share, ounces, and per ounce amounts) (Unaudited) Average realization: Gold (per payable ounce) * $ 373.10 $ 334.02 Silver (per payable ounce) 5.16 3.64 Estimated ounces of recoverable gold remaining on heap leach pads 2,449 2,449 Estimated Percentage of Recoverable Gold Remaining on the heap leach pads 4.52% 4.52% Bullion Sales $ 14 $ 4 Operating Loss 530 316 Net Loss 517 452 Cash Flow Used in Operations 222 32 Cash Flow Provided (Used by) Investing Activities (7) 6 Cash Flow Provided by Financing Activities 195 96 Loss Per Common Share .02 .03 Total Assets 2,992 3,074 Total Liabilities 1,744 1,713 Accumulated Deficit 23,226 22,634 Shareholders' Equity 1,248 1,361 Working Capital (Deficit) (799) (700) <FN> * Metals recovered from the spent carbon removed from the recovery tanks. COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1994 TO THREE MONTHS ENDED SEPTEMBER 30, 1993: During the three months ended September 30, 1994, the Company earned no revenues as the California Regional Water Quality Control Board consent to resume operations under the revised Plan of Operations was not received until August 11, 1994. By September 30, 1994, the Company had not raised the funding necessary to resume operations at Morning Star although several possibilities were being explored and negotiations had commenced. Reclamation, remediation and other environmental related expenses of $75,000 were incurred in the three months ended September 30, 1994 as opposed to $19,000 in the same quarter of 1993. The 1994 reclamation, remediation and other environmental expenditures were higher in anticipation of the resumption of operations. General and administrative expenses were $32,000 for the quarter ended September 30, 1994 as compared to $68,000 for the same period in 1993. During 1993, there was considerable commission expense ($34,000) relating to private placements made during that quarter.
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The Morning Star Joint Venture (a joint venture between Vanderbilt Gold Corporation and some private persons) was terminated during the third quarter; such termination giving rise to a $32,000 gain. LIQUIDITY AND CAPITAL RESOURCES: The following financial highlights summarize the Company's cash flows: [Download Table] Nine Months Ended September 30, September 30, 1994 1993 (in thousands) (Unaudited) Cash Used in Operating Activities $ 222 $ 32 Cash Used to Acquire Capital Assets 7 - Cash Provided by Disposals of Fixed Assets - 6 Cash Provided from Proceeds from Common Stock Sold and Subscribed 204 99 Cash Provided from Notes Payable - Other Proceeds - 12 Cash Used for Payment of Notes Payable - Other 4 8 Cash Provided by Loans from Related Parties - 6 Cash Used for Payment of Related Parties Loans 5 13 As stated in the General Commentary to this Management Discussion and Analysis, Management has been able to reduce old accounts payable and debts by $147,000 as the creditors agreed to accept the Company's common shares in payment. The Registrant still is operating with a working capital deficit, at $799,000 at September 30, 1994, as compared to a working capital deficit of $700,000 at September 30, 1993. Although Management has not been able to restore the Company's working capital to a positive balance, it has been able to, with limited resources and no net income, reduce its working capital deficit by $1,531,000 since December 31, 1992. Like other companies, Vanderbilt is subject to the existing and evolving standards relating to the protection of the environment. It has established a reserve for the reclamation costs it can estimate that it will probably incur when the operations at the Mine finally cease. However, the Company is subject to contingencies as a result of changing environmental laws and regulations. The related future cost is indeterminable due to such factors as the unknown timing and extent of corrective actions which may be required and due to the application of joint and several liability. Vanderbilt believes that those costs, if and when incurred, will not have a material adverse effect on its operations or financial position.
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The Company's continued existence and resumption of operations at the Mine and the possible continuation of evaluation, exploration and development of other mineral properties is dependent upon its ability to continue to raise additional capital through private placements, restructuring of debt, joint venture and other financing arrangements. During the period from October 1, 1994 through November 7, 1994, the Company has entered into agreements for additional private placements totalling more than $200,000 and a gold forward sale for $50,000. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no current period changes in the legal proceedings against the company as outlined in the December 31, 1993 Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits: None. (B) Reports on Form 8-K: None SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VANDERBILT GOLD CORPORATION (Registrant) Dated: November 7, 1994 By /S/Howard T. Urband Howard T. Urband, Vice President and Secretary

Dates Referenced Herein

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This ‘10-Q’ Filing    Date First  Last      Other Filings
Filed on:11/14/94None on these Dates
11/7/94112
10/1/9412
For Period End:9/30/94111
8/11/94810
12/31/93212
9/30/93611
2/28/937
12/31/9211
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Filing Submission 0000931302-94-000002   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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