Idaho Strategic Resources, Inc. - Quarter Report: 2012 September (Form 10-Q)
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, 2012
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: 000-28837
NEW JERSEY MINING
COMPANY
(Exact name of registrant as specified in its
charter)
Idaho | 82-0490295 |
(State or other jurisdiction | (I.R.S. employer identification No.) |
of incorporation or organization) |
89 Appleberg Road, Kellogg, Idaho
83837
(Address of principal executive offices) (zip code)
(208) 783-3331
Registrants 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 as the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] | Accelerated Filer [ ] |
Non-Accelerated Filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No
[X]
On November 1, 2012, 45,305,862 shares of the registrants common stock were outstanding.
1
NEW JERSEY MINING COMPANY
QUARTERLY REPORT ON FORM
10-Q
FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30,
2012
TABLE OF CONTENTS
2
PART I-FINANCIAL INFORMATION
Item 1: CONSOLIDATED FINANCIAL STATEMENTS
New Jersey Mining Company
(A Development Stage
Company)
Consolidated Balance Sheets
September 30, 2012 and
December 31, 2011
ASSETS | ||||||
September 30, 2012 | December 31, 2011 | |||||
(Unaudited) | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 65,512 | $ | 612,989 | ||
Investment in marketable equity security, at market (cost-$3,868) | 28,965 | 19,344 | ||||
Joint venture receivables | 65,690 | 131,718 | ||||
Deposits | 44,280 | |||||
Inventory | 20,633 | 18,410 | ||||
Other current assets | 18,095 | 55,442 | ||||
Total current assets | 198,895 | 882,183 | ||||
Property, plant, and equipment, net of accumulated depreciation | 5,056,972 | 3,967,467 | ||||
Mineral properties | 699,575 | 699,575 | ||||
Investment in Golden Chest LLC | 527,766 | 553,205 | ||||
Total assets | $ | 6,483,208 | $ | 6,102,430 | ||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 23,030 | $ | 122,060 | ||
Accrued payroll and related payroll expenses | 17,564 | 54,367 | ||||
Account and note payable, related party, current | 25,258 | 1,500 | ||||
Accounts payable, related party joint venture | 4,255 | |||||
Obligations under capital lease, current | 31,161 | 30,153 | ||||
Notes payable, current | 151,042 | 102,151 | ||||
Total current liabilities | 252,310 | 310,231 | ||||
Asset retirement obligation | 9,509 | 8,645 | ||||
Account and note payable, related party, non-current | 199,441 | |||||
Obligations under capital lease, non-current | 34,694 | 58,376 | ||||
Notes payable, non-current | 179,863 | 308,362 | ||||
Total non-current liabilities | 423,507 | 375,383 | ||||
Total liabilities | 675,817 | 685,614 | ||||
Commitments (Note 5) | ||||||
Stockholders equity: | ||||||
Preferred stock, no par value, 1,000,000
shares authorized; no shares issued and outstanding |
||||||
Common stock, no par
value, 200,000,000 shares
authorized; 45,305,862 shares issued and outstanding, both periods |
10,423,469 | 10,423,469 | ||||
Deficit accumulated during the development stage | (7,829,598 | ) | (7,233,754 | ) | ||
Accumulated other comprehensive income: | ||||||
Unrealized gain in marketable equity security | 25,097 | 15,475 | ||||
Total New Jersey Mining Company stockholders' equity | 2,618,968 | 3,205,190 | ||||
Noncontrolling interest in New Jersey Mill Joint Venture | 3,188,423 | 2,211,626 | ||||
Total stockholders equity | 5,807,391 | 5,416,816 | ||||
Total liabilities and stockholders equity | $ | 6,483,208 | $ | 6,102,430 |
3
The accompanying notes are an integral part of these consolidated financial statements.
New Jersey Mining Company
(A Development Stage
Company)
Consolidated Statements of Operations and Comprehensive
Income (Loss) (Unaudited)
For the Three and Nine Month Periods Ended
September 30, 2012 and 2011,
And from Inception (July 18, 1996)
through September 30, 2012
From Inception | |||||||||||||||
(July 18, 1996) | |||||||||||||||
Through | |||||||||||||||
September 30, 2012 | September 30, 2011 | September 30, 2012 | |||||||||||||
Three Months | Nine Months | Three Months | Nine Months | ||||||||||||
Income earned during the development stage: | |||||||||||||||
Sales of gold | $ | 437,122 | |||||||||||||
Sales of concentrate | 601,168 | ||||||||||||||
Drilling and exploration contract income | $ | $ | 769,084 | $ | 456,409 | $ | 863,745 | 2,371,344 | |||||||
Joint venture management fee income | 2,049 | 43,074 | 24,583 | 56,320 | 122,105 | ||||||||||
Mill processing fee income | 20,145 | 21,174 | 21,174 | ||||||||||||
Engineering services income | 68,700 | 21,150 | 90,700 | 232,522 | |||||||||||
Total income earned during the development stage | 22,194 | 902,032 | 502,142 | 1,010,765 | 3,785,435 | ||||||||||
Costs and expenses: | |||||||||||||||
Direct production costs | (940 | ) | 6,885 | 4,591 | 8,398 | 1,340,093 | |||||||||
Drilling and exploration contract expense | 318 | 348,078 | 226,987 | 474,673 | 1,197,623 | ||||||||||
Engineering servicing expense | 19,500 | 71,591 | |||||||||||||
Management | 16,553 | 39,284 | 24,121 | 73,004 | 1,955,823 | ||||||||||
Exploration | 3,155 | 4,069 | 2,446 | 9,745 | 2,423,150 | ||||||||||
Net loss (gain) on sale of or default on mineral property | (281,398 | ) | |||||||||||||
Net gain on sale of equipment | (12,895 | ) | (47,993 | ) | |||||||||||
Depreciation and amortization | 58,774 | 122,697 | 30,527 | 64,360 | 946,410 | ||||||||||
General and administrative expenses | 37,527 | 213,753 | 92,692 | 280,830 | 3,298,769 | ||||||||||
Total operating expenses | 115,387 | 754,266 | 381,364 | 898,115 | 10,904,068 | ||||||||||
Operating income (loss) | (93,193 | ) | 147,766 | 120,778 | 112,650 | (7,118,633 | ) | ||||||||
Other (income) expense: | |||||||||||||||
Timber sales | (54,699 | ) | |||||||||||||
Timber expense | 14,554 | ||||||||||||||
Royalties and other income | (2,000 | ) | (8,000 | ) | (3,000 | ) | (14,624 | ) | (113,445 | ) | |||||
Royalties expense | 44,089 | ||||||||||||||
Gain on sale of marketable equity security | (92,269 | ) | |||||||||||||
Interest income | (89 | ) | (376 | ) | (137 | ) | (697 | ) | (49,278 | ) | |||||
Interest expense | 8,779 | 8,779 | 7,943 | 14,119 | 100,667 | ||||||||||
Write off of goodwill and investment | 120,950 | ||||||||||||||
Equity in loss of Golden Chest LLC | 40,647 | 755,439 | 755,439 | ||||||||||||
Total other (income) expense | 47,337 | 755,842 | 4,806 | (1,202 | ) | 726,008 | |||||||||
Net income (loss) | (140,530 | ) | (608,076 | ) | 115,972 | 113,852 | (7,844,641 | ) | |||||||
Net loss attributable to noncontrolling interest-Mill JV | 10,335 | 12,234 | 703 | 2,108 | 15,044 | ||||||||||
Net income (loss) attributable to the Company | (130,195 | ) | (595,842 | ) | 116,675 | 115,960 | (7,829,597 | ) | |||||||
Other comprehensive income (loss): | |||||||||||||||
Unrealized gain (loss) on marketable equity security | (4,886 | ) | 9,622 | 627 | (6,143 | ) | 25,097 | ||||||||
Comprehensive income (loss) attributable to the Company | $ | (135,081 | ) | $ | (586,220 | ) | $ | 117,302 | $ | 109,817 | $ | (7,804,500 | ) | ||
Net income (loss) per common share basic and diluted | $ | Nil | $ | (0.01 | ) | $ | Nil | $ | Nil | $ | (0.32 | ) | |||
Weighted average common shares outstanding basic and diluted | 45,305,862 | 45,305,862 | 45,040,662 | 45,033,174 | 24,362,390 |
4
The accompanying notes are an integral part of these consolidated financial statements.
New Jersey Mining Company
(A Development Stage
Company)
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Month Periods Ended September 30, 2012 and
2011,
And from Inception (July 18, 1996) through September 30,
2012
From Inception | |||||||||
September 30, | (July 18, 1996) | ||||||||
through | |||||||||
2012 | 2011 | September 30, 2012 | |||||||
Cash flows from operating activities: | |||||||||
Net income (loss) | $ | (608,076 | ) | $ | 113,852 | $ | (7,844,641 | ) | |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | |||||||||
Depreciation and amortization | 122,697 | 64,360 | 946,410 | ||||||
(Gain) loss on sale of equipment | (12,895 | ) | (36,721 | ) | |||||
Write-off of goodwill and investment | 120,950 | ||||||||
Gain on sale of mineral property | (281,334 | ) | |||||||
Gain on sale of marketable equity security | (92,269 | ) | |||||||
Accretion of asset retirement obligation | 864 | 2,604 | 8,671 | ||||||
Equity in loss of Golden Chest LLC | 755,439 | 755,439 | |||||||
Common stock issued for: | |||||||||
Management and directors fees | 1,169,335 | ||||||||
Services and other | 255,874 | ||||||||
Exploration | 96,521 | ||||||||
Mineral property agreement | 15,000 | ||||||||
Change in: | |||||||||
Deposits | 44,280 | ||||||||
Inventory | (2,222 | ) | (2,700 | ) | (20,633 | ) | |||
Joint venture receivables | 66,027 | (179,327 | ) | (65,689 | ) | ||||
Other current assets | 37,348 | (46,097 | ) | (18,094 | ) | ||||
Other assets | (778 | ) | |||||||
Accounts payable | (99,030 | ) | 37,060 | 38,774 | |||||
Accrued payroll and related payroll expense | (36,802 | ) | 39,019 | 17,565 | |||||
Accounts payable related party joint venture | 4,255 | 75,312 | 4,255 | ||||||
Accrued reclamation costs | (1,443 | ) | |||||||
Net cash provided (used) by operating activities | 284,780 | 91,188 | (4,932,808 | ) | |||||
Cash flows from investing activities: | |||||||||
Purchases of property, plant and equipment | (1,086,034 | ) | (1,465,021 | ) | (4,438,577 | ) | |||
Deposit on equipment purchase | (422,995 | ) | |||||||
Purchase (sales) of mineral property | (3,904 | ) | |||||||
Proceeds from sale of mineral property | 240,000 | ||||||||
Deposit received on sale of mineral property | 320,000 | ||||||||
Contribution to Golden Chest LLC | (730,000 | ) | (730,000 | ) | |||||
Proceeds from sale of equipment | 12,676 | 49,174 | |||||||
Redemption (purchase) of reclamation bonds | (110 | ) | (120,500 | ) | |||||
Purchase of marketable equity security | (7,500 | ) | |||||||
Proceeds from sales of marketable equity securities | 95,901 | ||||||||
Cash of acquired companies | 38,269 | ||||||||
Deferral of development costs | (759,209 | ) | |||||||
Net cash provided (used) by investing activities | (1,816,034 | ) | (1,875,450 | ) | (5,316,346 | ) | |||
Cash flows from financing activities: | |||||||||
Exercise of stock purchase warrants | 2,571,536 | ||||||||
Sales of common stock, net of issuance costs | 5,000 | 5,246,236 | |||||||
Principle payments on capital lease | (22,675 | ) | (10,314 | ) | (235,183 | ) | |||
Principle payments on notes payable | (79,609 | ) | (82,040 | ) | (569,919 | ) | |||
Note and interest payable, related party, net | 97,030 | 1,500 | 98,530 | ||||||
Contributions from noncontrolling interest in Mill JV | 989,031 | 1,950,363 | 3,203,466 | ||||||
Net cash provided by financing activities | 983,777 | 1,864,509 | 10,314,666 | ||||||
Net change in cash and cash equivalents | (547,477 | ) | 80,247 | 65,512 | |||||
Cash and cash equivalents, beginning of period | 612,989 | 357,317 | 0 | ||||||
Cash and cash equivalents, end of period | $ | 65,512 | $ | 437,564 | $ | 65,512 | |||
Supplemental disclosure of cash flow information | |||||||||
Interest paid in cash, net of amount capitalized | 8,779 | $ | 14,119 | $ | 88,646 | ||||
Non-cash investing and financing activities: | |||||||||
Common stock issued for: | |||||||||
Property, plant and equipment | $ | 50,365 | |||||||
Mineral properties agreement | $ | 351,600 | |||||||
Payment of accounts payable | $ | 18,730 | |||||||
Acquisitions of companies, excluding cash | $ | 743,653 | |||||||
Capital lease obligation incurred for equipment acquired | $ | 275,838 | |||||||
Notes payable for property and equipment acquired | $ | 401,763 | $ | 884,397 | |||||
Mineral property transferred to Golden Chest LLC | $ | 553,205 | |||||||
Debt relieved from sale of truck | $ | 2,785 | $ | 2,785 | |||||
Related party note payable for property | $ | 223,807 | $ | 223,807 |
5
The accompanying notes are an integral part of these consolidated financial statements.
New Jersey Mining Company
(A Development Stage
Company)
Notes to Consolidated Financial
Statements
(Unaudited)
1. The Company and Significant Accounting Policies:
These unaudited interim consolidated financial statements have been prepared by the management of New Jersey Mining Company (the Company) in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim consolidated financial statements have been included.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company's financial position and results of operations. Operating results for the three and nine month periods ended September 30, 2012, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012.
For further information refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2011.
The Company's consolidated financial statements are prepared in accordance with accounting guidance for development stage entities as it devotes substantially all of its efforts to acquiring and developing mining interests that will eventually provide sufficient net profits to sustain the Companys existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.
Principles of Consolidation
At September 30,
2012, the consolidated financial statements include the accounts of the Company
and the accounts of our majority owned New Jersey Mill Joint Venture.
Intercompany items and transactions between companies included in the
consolidation are eliminated.
2. Related Party Transactions
The Company jointly owns with Marathon Gold USA (MUSA) and acts as the operator of the Golden Chest LLC (GC LLC). Accounts receivable are a part of normal operations which include operating costs, payroll, and drilling. As of September 30, 2012, a related party account receivable existed with MUSA and GC LLC for $4,789 for services rendered. In addition, income, expense, and equity in loss items for the three and nine month periods ended September 30, 2012 related to MUSA and GC LLC were as follows:
Three month | Nine Month | ||||||||
Drilling and exploration contract income | $ | $ | 769,084 | ||||||
Joint Venture Management fees income | 2,049 | 43,074 | |||||||
Drilling and exploration contract expense | 318 | 348,078 | |||||||
Equity in loss of Golden Chest LLC | 40,647 | 755,439 |
Engineering services income includes engineering services provided to United Silver Corp. (USC). USC holds the noncontrolling interest in the Company's New Jersey Mill Joint Venture. Engineering services to USC in the nine month period ended September 30, 2012 was $68,700, no engineering services were provided in the third quarter. As of September 30, 2012, a related party account receivable existed with the New Jersey Mill Joint Venture (Mill JV) and USC for $60,901. As of September 30, 2012, $4,255 was recorded as an account payable to Mine Fabrication and Machine, which is a wholly owned subsidiary of USC.
$1,500 is payable quarterly by the Company to Mine Systems Design (MSD), a company controlled by our CEO, for office rent. The third quarter's office rent to MSD was recorded as a related party account payable on September 30, 2012. In August the Company was extended a note to purchase property by MSD for $223,807 at 12% interest to be paid in 48 monthly payments. At September 30, 2012 the remaining amount due was $223,199 and $2,238 has been paid in interest.
3 Earnings per Share
For the three and nine month periods ended September 30, 2011 and 2012, the effect of the Companys potential issuance of shares from the exercise of 6,099,550 outstanding warrants would have been anti-dilutive. Accordingly, only basic net loss per share has been presented.
6
4. Fair Value Measurement
The table below sets forth our financial assets that were accounted for at fair value on at September 30, 2012 and December 31, 2011, and their respective hierarchy level. We had no other financial assets or liabilities accounted for at fair value on a recurring basis at September 30, 2012 and December 31, 2011.
Balance at September 30, 2012 |
Balance at December 31, 2011 |
Hierarchy Level | |
Investments in marketable equity securities | $ 28,965 | $19,344 | Level 1 |
5. Joint Ventures
For joint ventures where the Company holds more than 50% of the voting interest and has significant influence, the joint venture is consolidated with the presentation of noncontrolling interest. For joint ventures in which the Company does not have joint control or significant influence, the cost method is used. For those joint ventures in which there is joint control between the parties, and the Company has significant influence, the equity method is utilized.
At September 30, 2012 and December 31, 2011, the Companys percentage ownership and method of accounting for each joint venture is as follows:
September 30, 2012 | December 31, 2011 | |||||
Joint Venture |
% Ownership |
Significant Influence? |
Accounting Method |
% Ownership |
Significant Influence? |
Accounting Method |
New Jersey Mill Joint Venture | 67% | Yes | Consolidated | 71% | Yes | Consolidated |
Golden Chest LLC | 50% | Yes | Equity | 50% | No | Cost |
New Jersey Mill Joint Venture Agreement
In June of 2012 USC completed their buy-in for 33% of the Mill JV with a cumulative $3.04 million contribution to bring the capacity of the mill to 15 tonnes/hr. The mineral processing fee income of $21,174 recognized by the company for the nine months ended September 30, 2012 is income for processing USC ore.
Golden Chest LLC Joint Venture
Funding in 2012 is being provided based upon ownership at 50% per partner. The Company provided $730,000 of funding in the nine months ended September 30, 2012. These cash call commitments may continue throughout 2012. Because both partners have now completed their initial contribution and the Company is now contributing additional funding, the cost method has been replaced by the equity method of accounting for this joint venture as of January 1, 2012, and accordingly, the Company is now recognizing its proportional share of the LLC's losses as equity in loss of Golden Chest, The equity in loss for the three and nine month periods ending September 30, 2012 was $40,647 and $755,439 respectively.
6. Property, Plant, and Equipment
Property, plant and equipment at September 30, 2012 and December 31, 2011, consisted of the following:
September 30, 2012 | December 31,2011 | |||||
Mill land at cost | $ | 225,289 | $ | 225,289 | ||
Mill building at cost | 522,786 | 430,118 | ||||
Milling equipment at cost | 3,716,011 | 2,802,925 | ||||
Less accumulated depreciation | (119,375 | ) | (80,385 | ) | ||
Total mill | 4,344,711 | 3,377,947 | ||||
Building and equipment at cost | 771,419 | 771,419 | ||||
Less accumulated depreciation | (525,015 | ) | (441,308 | ) | ||
Total building and equipment | 246,404 | 330,111 | ||||
Land | 465,857 | 259,409 | ||||
Total | $ | 5,056,972 | $ | 3,967,467 |
7
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
When we use the terms "New Jersey Mining Company," the "Company," "we," "us," or "our," we are referring to New Jersey Mining Company (the Company) and its subsidiaries, unless the context otherwise requires.
Cautionary Statement about Forward-Looking
Statements
This Quarterly Report on Form 10-Q includes certain statements
that may be deemed to be "forward-looking statements." All statements, other
than statements of historical facts, included in this Form 10-Q that address
activities, events or developments that our management expects, believes or
anticipates will or may occur in the future are forward-looking statements. Such
forward-looking statements include discussion of such matters as:
- The amount and nature of future capital, development and exploration expenditures;
- The timing of exploration activities; and
- Business strategies and development of our business plan.
Forward-looking statements also typically include words such as "anticipate," "estimate," "expect," "potential," "could" or similar words suggesting future outcomes. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including such factors as the volatility and level of metal prices, currency exchange rate fluctuations, uncertainties in cash flow, expected acquisition benefits, exploration mining and operating risks, competition, litigation, environmental matters, the potential impact of government regulations, and other matters related to the mining industry, many of which are beyond our control. Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements.
The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.
Plan of Operation
The Company is conducting
gold exploration in the Gold Belt of the Coeur dAlene Mining District of
northern Idaho and it operates a mineral processing plant near Kellogg, Idaho.
The financial strategy involves forming joint ventures with partners who
contribute cash to earn their interest. The strategy includes finding and
developing ore reserves of significant quality and quantity to justify
investment in mining and mineral processing facilities. The Companys primarily
focus is on gold with silver and base metals of secondary emphasis. The Company
receives revenue for providing mineral processing, core drilling and engineering
services from its joint venture partners, as well as management fees.
All exploration is now being done at the Golden Chest mine. Other exploration properties include the Toboggan, Niagara/Copper Camp, the Coleman, and the Giant Ledge.
Exploration activities at the Golden Chest during the third quarter of 2012 were quiescent because of both partners financial conditions. The Golden Chest project is a 50:50 joint venture agreement with Marathon Gold USA (MUSA), and the Company is the Operator.
The Toboggan Project is a group of prospects in the Murray, Idaho District that contain gold and silver telluride minerals. The Toboggan Project was being explored by Newmont North America Exploration Limited under a joint venture agreement. Newmont did not complete their earn-in by March 20, 2011 and the joint venture agreement was terminated. Newmont returned all the unpatented claims held by the venture to the Company. The Company is now actively searching for a new joint venture partner to continue exploration of the favorable gold prospects examined by Newmont. During the third quarter some of the claims that form part of the Toboggan Project were leased to a subsidiary of Hecla Mining Co.
The Niagara copper-silver deposit, also located in the Murray, Idaho area, in the Revett formation was drilled in the 1970s, and the Company drilled five holes since which expanded the resource. Results of the recent drilling also indicate that gold would be a significant byproduct. Preliminary open pit mining studies have been completed. Early in the fourth quarter of 2011, an option agreement was signed with Desert Copper USA Corp. [now Daycon Minerals Corp.] relating to the Niagara and Copper Camp properties. Daycon terminated the Option Agreement in August 2012 unencumbering the properties.
At the Coleman underground mine future plans are to conduct further drilling to locate higher grade reserves.
The New Jersey mineral processing plant was expanded in order to process ore from the nearby Crescent silver mine. A letter of intent to form a joint venture with United Mine Services, Inc. (now United Silver Corp.) (USC) was signed in September 2010 and a definitive venture agreement was reached in January 2011. The plant has been expanded from a processing rate of 4 tonnes/hr to 15 tonnes/hr. USC has paid the expansion cost which was about $3.1 million. The Company owns 2/3 of the venture and USC owns 1/3. The Company is the operator of the venture. USC will have a minimum quota of ore of 7,000 tonnes per month and the Company will have 3,000 tonnes per month. Each party will pay its processing costs and the Company will charge a management fee of $2.50/tonne. The plant was commissioned in the second quarter and continued to process USC ore in the third quarter, processing about 9,000 tonnes. Late in the third quarter USC encountered marketing and mining problems which resulted in idling the mill, and the mill is still idle. It is not known when operations will resume.
Changes in Financial Condition
The Company
maintains an adequate cash balance by increasing or decreasing its exploration
expenditures as limited by availability of cash from operations or from
financing activities. The cash balance at the end of the third quarter of 2012
was $65,512. The cash balance decreased during the quarter, from $152,415 from
the previous quarter to $65,512, primarily because the Golden Chest project is
joint funding and service revenues decreased.
8
Results of Operations
Income Earned during the
Development Stage (Revenue) for the third quarter of 2012 was $22,194 as
compared to $502,142 for the third quarter of 2011. Revenue was less in 2012 due
to decreased contracting services. The net loss for the third quarter of 2012
was $140,530 compared to an income of $115,972 for the third quarter of 2011.
The net loss for the third quarter of 2012 compared to the income for the
corresponding quarter in 2011 was due to joint funding and lack of contracting
revenue at the Golden Chest.
There are no plans for gold production in 2012 because only limited exploration activities are planned for the Golden Chest mine.
Plans at the Golden Chest mine include only exploration in 2012 in order to increase resources and reserves before making a production decision.
The New Jersey mineral processing plant will likely be idle throughout the remainder of 2012.
The amount of money to be spent on exploration at the Companys mines and prospects depends primarily on contributions of our joint venture partners, particularly at the Golden Chest. If new joint venture partners are engaged at the Toboggan Project, exploration activities would increase.
The Company provides surface drilling services at the Golden Chest and receives payment from Golden Chest LLC. Currently, Golden Chest LLC is funded 50% by Marathon Gold and 50% by the Company. The Company also receives a management fee as Manager of the venture. The Company receives a management fee for processing ore for United Silver Corp. Additional financing activities will be necessary in 2012-13 if Marathon Gold does not exercise its option to increase its ownership of Golden Chest LLC to 60% by paying $3.5 million by November 2012.
Changes in Joint Venture Receivables
Joint
venture receivables decreased as of September 30, 2012, compared to December 31,
2011, because of decreased activity with joint venture partners.
Changes in Deposits
Deposits decreased as of
September 30, 2012, compared to December 31, 2011, because the deposit was
returned and is no longer held.
Changes in Other Current Assets
Other current
assets decreased as of September 30, 2012, compared to December 31, 2011,
because of a decrease in prepaid claim fees and other miscellaneous accounts
receivable.
Changes in Property, Plant, and Equipment, net of
accumulated depreciation
Property, Plant and Equipment increased as
of September 30, 2012, compared to December 31, 2011, because of increased
investment in the New Jersey Mill Joint Venture by our joint venture
partner.
Accounts Payable
Account payable decreased as
of September 30, 2012, compared to December 31, 2011, because of a decrease in
the Company's activity.
Accued Payroll and Related Payroll
Expenses
Accrued payroll and related payroll expenses decreased as of
September 30, 2012, compared to December 31, 2011, because of a decrease in the
Company's activity.
Account and Note Payable Related Party
Account
payable related party increased as of September 30, 2012, compared to December
31, 2011, because of a note payable that was issued to the company by MSD.
Drilling and Exploration Contract
Income
Drilling and Exploration income decreased for the three and
nine month periods ended September 30, 2012, compared to the comparable period
last year because no drilling activity occurred during the third quarter at the
Golden Chest under the Joint Venture agreement.
Joint Venture Management Fee Income
Joint
Venture management income decreased for the three and nine month periods ended
September 30, 2012, compared to the comparable period last year because no
drilling activity occurred during the third quarter at the Golden Chest under
the Joint Venture agreement.
Mill Processing Fee Income
Mill processing
income increased for the three month period ended September 30, 2012, compared
to the comparable period last year because the mill was commissioned and active
during the third quarter.
Engineering Services Income and
Expense
Engineering services provided to USC were completed at the
time the mill was commissioned and are no longer being received.
Drilling and Exploration Contract
Expense
Drilling and Exploration expense decreased for the three and
nine month periods ended September 30, 2012, compared to the comparable period
last year because no drilling activity occurred during the third quarter at the
Golden Chest under the Joint Venture agreement.
(Gain) Loss on Sale of Equipment
Gain on Sale
of Equipment decreased in 2012 compared to 2011 because no sales have occurred
in 2012.
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Depreciation
Depreciation increased in the three and nine month periods
ending September 30, 2012, compared to the comparable period last year, most
notably because of the new core drill which was placed in service in June
2011.
Changes in Equity in Loss and Contributions to Golden
Chest LLC
Equity in loss represents NJMC's share of losses in the
Golden Chest LLC. As of January 1, 2012, the Company changed its method of
accounting for the LLC from the cost method to the equity method and began
making funding contributions. During the first nine months of 2012 the Company
contributed $730,000 to its investment in the Golden Chest LLC.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for small reporting companies.
Item 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The
Companys President and Chief Executive Officer who also serves as the Companys
principal financial officer, has evaluated the effectiveness of the Companys
disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934 (the Exchange Act), as of the end
of the period covered by this report. Based on such evaluation, the Companys
President, Chief Executive Officer, and principal financial officer has
concluded that, as of the end of such period, the Companys disclosure controls
and procedures are effective in recording, processing, summarizing, and
reporting, on a timely basis, information required to be disclosed by the
Company in the reports that it files under the Exchange Act.
Changes in internal control over financial
reporting.
The President, Chief Executive Officer, and principal
financial officer conducted evaluations of the Companys internal controls over
financial reporting to determine whether any changes occurred during the quarter
ended September 30, 2012 that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.
No material changes in internal control over financial reporting occurred in the
quarter ended September 30, 2012.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is currently a plaintiff along with Shoshone County, Idaho, and George E. Stephenson in a complaint against the USA, Secretary of the Department of Agriculture, Chief of the Forest Service, etc., for Declaratory Judgment and Quiet Title regarding a public right-of-way for the East Fork of Eagle Creek Road near Murray, Idaho. The complaint was filed on October 5, 2009 in the United States District Court, District of Idaho. The plaintiffs are bringing the action to adjudicate/declare under the Quiet Title Act, and under the Declaratory Judgment Act that the East Fork Eagle Creek Road is a public road as it crosses the lands owned by the USA in accordance with R.S. 2477. The Company is currently waiting for the judges decision regarding the Partial Summary Judgment.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Neither the constituent instruments defining the rights of the Companys securities filers nor the rights evidenced by the Companys outstanding common stock have been modified, limited or qualified.
No shares of the Company's stock were issued in the third quarter of 2012.
Item 3. DEFAULTS UPON SENIOR SECURITIES
The Company has no outstanding senior securities.
Item 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended September 30, 2012, the Company received no citations for violations of mandatory health or safety standards that could significantly and substantially (S&S citations) contribute to the cause and effect a mine safety or health hazard under section 104 of the Federal Mine Safety and Health Act of 1977. There were no legal actions, mining-related fatalities, or similar events in relation to the Companys United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.
Item 5. OTHER INFORMATION
None
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Item 6. EXHIBITS
Number | Description |
3.1 |
Articles of Incorporation. Filed as an exhibit to the registrant's registration statement on Form 10-SB (Commission File No. 000-28837) and incorporated by reference herein. |
3.2 |
Bylaws. Filed as an exhibit to the registrant's registration statement on Form 10-SB (Commission File No. 000-28837) and incorporated by reference herein. |
31.1 |
Certification pursuant to Section 302 of the Sarbanes-Oxley act of 2002. |
31.2 |
Certification pursuant to Section 302 of the Sarbanes-Oxley act of 2002. |
32.1 | |
32.2 |
* as filed herewith .
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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.
NEW JERSEY MINING COMPANY | ||
By: | /s/ Fred W. Brackebusch | |
Fred W. Brackebusch, its | ||
President, Treasurer & Director | ||
Date November 9, 2012 | ||
By: | /s/ Grant A. Brackebusch | |
Grant A. Brackebusch, its | ||
Vice President & Director | ||
Date: November 9, 2012 |
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