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Idaho Strategic Resources, Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

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 No. 000-28837

NEW JERSEY MINING COMPANY

(Exact name of Registrant as specified in its charter)

Idaho

 

82-0490295

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

201 N. Third Street, Coeur d’Alene, ID 83814

(Address of principal executive offices)

Registrant’s telephone number:  (208) 625-9001

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, no par value

NJMC

OTCQB

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 ¨

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer   ¨

Accelerated Filer  ¨

Non-Accelerated Filer    x

Small Reporting Company    x

Emerging Growth Company  ¨

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ¨  No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

At August 1, 2019, 123,812,144 shares of the registrant’s common stock were outstanding.


1


 

NEW JERSEY MINING COMPANY 

QUARTERLY REPORT ON FORM 10-Q 

FOR THE QUARTERLY PERIOD  

ENDED JUNE 30, 2019 

 

 

TABLE OF CONTENNTS 

 

 

 

 

PART I-FINANCIAL INFORMATION3 

Item 1: CONSOLIDATED FINANCIAL STATEMENTS3 

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS14 

Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK15 

Item 4: CONTROLS AND PROCEDURES15 

PART II - OTHER INFORMATION15 

Item 1. LEGAL PROCEEDINGS15 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.15 

Item 3. DEFAULTS UPON SENIOR SECURITIES16 

Item 4. MINE SAFETY DISCLOSURES16 

Item 5. OTHER INFORMATION16 

Item 6. EXHIBITS17 

SIGNATURES18 

 

 

 


2



PART I-FINANCIAL INFORMATION

 

Item 1: CONSOLIDATED FINANCIAL STATEMENTS

 

New Jersey Mining Company

Consolidated Balance Sheets (Unaudited)

June 30, 2019 and December 31, 2018

 

ASSETS

 

 

June 30,

2019

 

December 31,

2018

 

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

$

261,922

$

248,766

Gold sales receivable

 

202,898

 

74,673

Inventories

 

214,163

 

183,069

Joint venture receivable

 

2,424

 

2,051

Note receivable

 

-

 

150,000

Other current assets

 

111,842

 

103,223

Total current assets

 

793,249

 

761,782

 

 

 

 

 

Property, plant and equipment, net of accumulated depreciation

 

6,963,444

 

6,567,350

Mineral properties, net of accumulated amortization

 

2,753,144

 

2,759,339

Investment in joint venture

 

435,000

 

435,000

Reclamation bond

 

103,320

 

103,320

Deposit on equipment

 

-

 

11,958

Total assets

$

11,048,157

$

10,638,749

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

 

 

 

 

Accounts payable and other accrued liabilities

$

664,087

$

401,501

Accrued payroll and related payroll expenses

 

70,558

 

58,359

Notes payable related parties, current portion

 

33,895

 

47,591

Notes payable, current portion

 

272,182

 

217,679

Total current liabilities

 

1,040,722

 

725,130

 

 

 

 

 

Asset retirement obligation

 

158,763

 

154,292

Notes payable related parties, long term

 

222,035

 

189,236

Notes payable, long term

 

788,960

 

424,184

Total long term liabilities

 

1,169,758

 

767,712

 

 

 

 

 

Total liabilities

 

2,210,480

 

1,492,842

 

 

 

 

 

Commitments (Note 10)

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, no par value, 1,000,000 shares authorized; no shares issued

  or outstanding

 

-

 

-

Common stock, no par value, 200,000,000 shares authorized; June 30, 2019-123,812,144 shares and December 31, 2018-123,413,569 shares issued and outstanding

 

17,682,999

 

17,492,980

Accumulated deficit

 

(11,885,477)

 

(11,420,305)

Total New Jersey Mining Company stockholders’ equity

 

5,797,522

 

6,072,675

Non-controlling interest

 

3,040,155

 

3,073,232

Total stockholders' equity

 

8,837,677

 

9,145,907

 

 

 

 

 

Total liabilities and stockholders’ equity

$

11,048,157

$

10,638,749

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


3



New Jersey Mining Company

Consolidated Statements of Operations (Unaudited)

For the Three and Six Month Periods Ended June 30, 2019 and 2018

 

 

June 30, 2019

June 30, 2018

 

Three Months

Six Months

Three Months

Six Months

Revenue:

 

 

 

 

 

 

 

 

Gold sales

$

1,547,654

$

2,692,328

$

489,555

$

1,590,946

Total revenue

 

1,547,654

 

2,692,328

 

489,555

 

1,590,946

 

 

 

 

 

 

 

 

 

Costs of Sales:

 

 

 

 

 

 

 

 

Cost of sales and other direct production costs

 

1,328,213

 

2,284,006

 

1,026,459

 

2,052,178

Depreciation and amortization

 

141,906

 

270,858

 

76,504

 

145,564

Total costs of sales

 

1,470,119

 

2,554,864

 

1,102,963

 

2,197,742

Gross profit (loss)

 

77,535

 

137,464

 

(613,408)

 

(606,796)

 

 

 

 

 

 

 

 

 

Other operating expenses (income):

 

 

 

 

 

 

 

 

Pre-development expense

 

-

 

65,567

 

-

 

-

Exploration

 

54,302

 

127,185

 

109,038

 

208,270

Gain on sale of mineral property

 

-

 

-

 

(2,947,862)

 

(2,947,862)

Management

 

37,714

 

75,529

 

47,178

 

68,980

Professional services

 

25,404

 

81,411

 

35,057

 

101,633

General and administrative

 

271,050

 

320,345

 

134,615

 

185,697

Total other operating expenses (income)

 

388,470

 

670,037

 

(2,621,974)

 

(2,383,282)

Operating income (loss)

 

(310,935)

 

(532,573)

 

2,008,566

 

1,776,486

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

Timber revenue

 

(10,571)

 

(10,571)

 

-

 

-

Interest income

 

(17,587)

 

(32,539)

 

(396)

 

(1,992))

Interest expense

 

16,583

 

33,019

 

22,116

 

47,460

Change in fair value of forward gold contracts

 

-

 

-

 

(2,131)

 

7,887

Total other (income) expense

 

(11,575)

 

(10,091)

 

19,589

 

53,355

 

 

 

 

 

 

 

 

 

Net income (loss)

 

(299,360)

 

(522,482)

 

1,988,977

 

1,723,131

Net loss attributable to non-controlling interest

 

(39,592)

 

(57,310)

 

(17,009)

 

(29,616)

Net income (loss) attributable to New Jersey Mining Company

$

(259,768)

$

(465,172)

$

2,005,986

$

1,752,747

 

 

 

 

 

 

 

 

 

Net income (loss) per common share-basic and diluted

$

Nil

$

Nil

$

0.02

$

0.01

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding-basic

 

123,588,767

 

123,501,652

 

121,699,503

 

117,382,967

Weighted average common shares outstanding-diluted

 

123,588,767

 

123,501,652

 

123,924,436

 

119,430,274

 

 

The accompanying notes are an integral part of these consolidated financial statements.


4



New Jersey Mining Company

Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

For the Six Month Periods Ended June 30, 2019 and 2018

 

 

 

 

 

 

Common Stock

 

Accumulated

 

Non-Controlling

 

Stockholders’

 

Shares

 

Amount

 

Deficit Attributable to New Jersey Mining Company

 

Interest

 

Equity

Balance, January 1, 2018

112,310,372

$

15,985,512

$

(12,250,319)

$

3,112,294

$

6,847,487

Contribution from non-controlling interest in Mill JV

 

-

 

 

-

 

 

-

 

 

5,400

 

 

5,400

Issuance of common stock for cash net of offering costs

 

5,012,423

 

 

607,571

 

 

-

 

 

-

 

 

607,571

Issuance of common stock for property

1,333,333

 

233,333

 

-

 

-

 

233,333

Stock based compensation relating to options

-

 

16,634

 

-

 

-

 

16,634

Net income (loss)

-

 

-

 

(253,239)

 

(12,607)

 

(265,846)

Balance, March 31, 2018

118,656,128

$

16,843,050

$

(12,503,558)

$

3,105,087

$

7,444,579

Contribution from non-controlling interest in Mill JV

-

 

-

 

-

 

8,057

 

8,057

Issuance of common stock for cash net of offering costs

3,846,154

 

500,000

 

-

 

-

 

500,000

Issuance of common stock for warrant conversion

8,000

 

1,200

 

-

 

-

 

1,200

Stock based compensation relating to options

-

 

10,505

 

-

 

-

 

10,505

Net income (loss)

-

 

-

 

2,005,986

 

(17,009)

 

1,988,977

Balance June 30, 2018

122,510,282

$

17,354,755

$

(10,497,572)

$

3,096,135

$

9,953,318

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2019

123,413,569

$

17,492,980

$

(11,420,305)

$

3,073,232

$

9,145,907

Contribution from non-controlling interest in Mill JV

-

 

-

 

-

 

2,357

 

2,357

Net income (loss)

-

 

-

 

(205,404)

 

(17,718)

 

(223,122)

Balance, March 31, 2019

123,413,569

$

17,492,980

$

(11,625,709)

$

3,057,871

$

8,925,142

Contribution from non-controlling interest in Mill JV

-

 

-

 

-

 

21,876

 

21,876

Issuance of common stock for cashless warrant exercise

398,575

 

-

 

-

 

-

 

-

Stock based compensation relating to options

-

 

190,019

 

-

 

-

 

190,019

Net income (loss)

-

 

-

 

(259,768)

 

(39,592)

 

(299,360)

Balance June 30, 2019

123,812,144

$

17,682,999

$

(11,885,477)

$

3,040,155

$

8,837,677

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.


5



New Jersey Mining Company

Consolidated Statements of Cash Flows (Unaudited)

For the Six Month Periods Ended June 30, 2019 and 2018

 

June 30,

 

2019

2018

Cash flows from operating activities:

 

 

Net income (loss)

$

(522,482)

$

1,723,131

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

 

 

 

 

Depreciation and amortization

 

270,858

 

145,564

Accretion of asset retirement obligation

 

4,471

 

7,007

Stock based compensation

 

190,019

 

27,140

Change in fair value of forward gold contracts

 

-

 

7,887

Gain on sale of mineral property

 

-

 

(2,947,862)

Change in operating assets and liabilities:

 

 

 

 

Gold sales receivable

 

(128,225)

 

271,331

Inventories

 

(31,094)

 

82,744

Joint venture receivable

 

(373)

 

573

Other current assets

 

(8,619)

 

(814)

Accounts payable and other accrued liabilities

 

262,586

 

(4,096)

Accrued payroll and related payroll expenses

 

12,199

 

19,886

Interest payable to related parties

 

-

 

(10,772)

Net cash provided (used) by operating activities

 

49,340

 

(678,281)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Issuance of note receivable

 

-

 

(250,000)

Payment received on note receivable

 

150,000

 

-

Proceeds from sale of mineral property

 

-

 

3,000,000

Purchases of property, plant and equipment

 

(51,995)

 

(242,603)

Purchase of mineral property

 

-

 

(257,619)

Deposit on equipment

 

-

 

(10,330)

Net cash provided (used) by investing activities

 

98,005

 

2,239,448

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Sales of common stock and warrants, net of issuance costs

 

-

 

1,107,571

Proceeds from exercise of stock options

 

-

 

1,200

Payments on forward gold contracts

 

-

 

(126,287)

Gold purchased for payments on forward gold contracts

 

-

 

(172,113)

Principal payments on notes payable

 

(127,525)

 

(193,320)

Principal payments on notes payable, related parties

 

(30,897)

 

(1,014,770)

Contributions from non-controlling interest

 

24,233

 

13,456

Net cash provided (used) by financing activities

 

(134,189)

 

(384,263)

 

 

 

 

 

Net change in cash and cash equivalents

 

13,156

 

1,176,904

Cash and cash equivalents, beginning of period

 

248,766

 

124,617

Cash and cash equivalents, end of period

$

261,922

$

1,301,521

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

Deposit on equipment applied to purchase of equipment

 

-

$

30,000

Note payable for equipment purchase

 

546,804

$

456,964

Forward gold contract exchanged for note payable, related party

 

-

$

492,783

Mineral property acquired with payable and shares of common stock

 

-

$

826,587

Note from related party for equipment purchase

 

50,000

 

-

 

 

The accompanying notes are an integral part of these consolidated financial statements.


6


New Jersey Mining 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. 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 Company’s 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 six month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.

For further information refer to the financial statements and footnotes thereto in the Company’s audited financial statements for the year ended December 31, 2018 as filed with the Securities and Exchange Commission.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary, the New Jersey Mill Joint Venture (“NJMJV”). Intercompany accounts and transactions are eliminated. The portion of entities owned by other investors is presented as non-controlling interests on the consolidated balance sheets and statements of operations.

Revenue Recognition

Gold Revenue Recognition and Receivables-Sales of gold sold directly to customers are recorded as revenues and receivables upon completion of the performance obligations and transfer of control of the product to the customer. For concentrate sales, the performance obligation is met, the transaction price can be reasonably estimated, and revenue is recognized generally at the time of shipment at estimated forward prices for the anticipated month of settlement. Due to the time elapsed from shipment to the customer and the final settlement with the customer, prices at which sales of our concentrates will be settled are estimated. Previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement by the customer. For sales of dore’ and metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer by the refiner.

Sales and accounts receivable for concentrate shipments are recorded net of charges by the customer for treatment, refining, smelting losses, and other charges negotiated with the customers. Charges are estimated upon shipment of concentrates based on contractual terms, and actual charges typically do not vary materially from estimates. Costs charged by customers include fixed costs per ton of concentrate and price escalators. Refining, selling and shipping costs related to sales of doré and metals from doré are recorded to cost of sales as incurred. See Note 4 for more information on our sales of products.

Other Revenue Recognition-Revenue from harvest of raw timber is recognized when the performance obligation under a contract and transfer of control have both been completed. Sales of timber found on the Company’s mineral properties are not a part of normal operations.

Inventories

Inventories are stated at the lower of full cost of production or estimated net realizable value based on current metal prices. Costs consist of mining, transportation, and milling costs including applicable overhead, depreciation, depletion and amortization relating to the operations. Costs are allocated based on the stage at which the ore is in the production process. Supplies inventory is stated at the lower of cost or estimated net realizable value.

Fair Value Measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period that are included in earnings are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

At June 30, 2019 and December 31, 2018, the Company determined they had no assets or liabilities that required measurement at fair value on a recurring basis.


7


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


1.The Company and Significant Accounting Policies, Continued 

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2019 financial statement presentation. Reclassifications had no effect on net income (loss), stockholders’ equity, or cash flows as previously reported.

New Accounting Pronouncement

Accounting Standards Updates Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842). The update modified the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update was effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update involves simplification of several aspects of accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include nonemployee awards. The update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Updates to Become Effective in Future Periods

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Management is evaluating the impact of this update on the Company’s fair value measurement disclosures.

2.Going Concern 

The Company is currently producing from both the open-pit and underground at the Golden Chest Mine. In early March 2019, the Company increase production by 40% as more ore became available from the open pit and underground which is expected to improve cash flows from operations. In the past, the Company has been successful in raising required capital from sale of common stock, forward gold contracts, and additional debt. As a result of its planned production, equity sales and ability to restructure debt, management believes cash flows from operations and existing cash are sufficient to conduct planned operations and meet contractual obligations for the next 12 months.

3. Inventories 

At June 30, 2019 and December 31, 2018, the Company’s inventories consisted of the following:

 

 

June 30,

2019

 

December 31, 2018

 

 

 

 

 

Gold concentrate

$

189,497

$

137,530

Materials and supplies

 

24,666

 

45,539

Total

$

214,163

$

183,069

At June 30, 2019, gold concentrate inventory is carried at allocated production costs as it is lower than estimated net realizable value based on current metal prices.

4. Sales of Products 

Our products consist of both gold floatation concentrates which we sell to a broker (H&H Metal), and an unrefined gold-silver product known as doré which we sell to a precious metal refinery. Revenue is recognized upon the completion of the performance obligations and transfer of control of the product to the customer, and the transaction price can be determined or reasonably estimated.

For gold flotation concentrate sales, the performance obligation is met when the transaction price can be reasonably estimated and revenue is recognized generally at the time when risk is transferred to H&H Metal based on contractual terms. Based on contractual terms, we have determined the performance obligation is met and title is transferred to H&H Metal when the Company receives its first provisional payment on the concentrate because, at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the concentrate lot and obtained the ability to realize all of the benefits from the product, 3) the concentrate content specifications are known, have been communicated to H&H Metal, and H&H Metal has the significant risks and rewards of ownership to it, 4) it is very unlikely a concentrate will be rejected by H&H Metal upon physical receipt, and 5) we have the right to payment for the concentrate. Concentrates lots that have been sold are held at our mill from 30 to 60 days, until H&H Metal provides shipping instructions.


8


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


4. Sales of Products, continued 

Judgment is required in identifying the performance obligations for our concentrate sales. We have determined that the individual performance obligation is satisfied at a point in time when control of the concentrate is transferred to H&H Metal which is when H&H Metal pays us the first provisional payment on the concentrate based on contractual terms.

Our concentrate sales sometimes involve variable consideration, as they can be subject to changes in metals prices between the time of shipment and their final settlement. However, we are able to reasonably estimate the transaction price for the concentrate sales at the time of shipment using forward prices for the estimated month of settlement, and previously recorded sales and accounts receivable are adjusted to estimated settlement metals prices until final settlement for financial reporting purposes. Also, it is unlikely a significant reversal of revenue for any one concentrate lot will occur. As such, we use the expected value method to price the concentrate until the final settlement date occurs, at which time the final transaction price is known. At June 30, 2019, metals contained in concentrates and exposed to future price changes totaled 1,507 ounces of gold.

Sales and accounts receivable for concentrate shipments are recorded net of charges for treatment and other charges negotiated by us with H&H Metal, which represent components of the transaction price. Charges are estimated by us upon transfer of risk of the concentrates based on contractual terms, and actual charges typically do not vary materially from our estimates. Costs charged by the customer include fixed treatment, refining and costs per ton of concentrate and may include penalty charges for arsenic, lead and zinc content above a negotiated baseline as well as excessive moisture.

For sales of metals from doré, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer.

Sales of products by metal for the three and six month periods ended June 30, 2019 and 2018 were as follows:

 

June 30, 2019

June 30, 2018

 

Three Months

Six Months

Three Months

Six Months

Gold

$

1,688,454

$

2,901,575

$

576,713

$

1,783,134

Silver

 

3,562

 

7,120

 

4,011

 

7,985

Less: Smelter and refining charges

 

(124,362)

 

(216,367)

 

(91,169)

 

(200,173)

Total

$

1,547,654

$

2,692,328

$

489,555

$

1,590,946

Sales by significant product type for the three and six month periods ended June 30, 2019 and 2018 were as follows:

 

June 30, 2019

June 30, 2018

 

Three Months

Six Months

Three Months

Six Months

 

 

 

 

 

 

 

 

 

Concentrate sales to H&H Metal

$

1,468,758

$

2,602,655

$

456,553

$

1,280,582

Dore sales to refinery

 

78,896

 

89,673

 

33,002

 

310,364

Total

$

1,547,654

$

2,692,328

$

489,555

$

1,590,946

 

At June 30, 2019 and December 31, 2018, our gold sales receivable balance related to contracts with customers of $202,898 and $74,673, respectively, consist only of amounts due from H&H Metal. There is no allowance for doubtful accounts.

We have determined our contracts do not include a significant financing component. For doré sales, payment is received at the time the performance obligation is satisfied. Consideration for concentrate sales is variable, and we receive payment for a significant portion of the estimated value of concentrate parcels at the time the performance obligation is satisfied.

We do not incur significant costs to obtain contracts, nor costs to fulfill contracts which are not addressed by other standards. Therefore, we have not recognized an asset for such costs as of June 30, 2019 or December 31, 2018.


9


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


5.Related Party Transactions 

At June 30, 2019 and December 31, 2018, the Company had the following note and interest payable to related parties:

 

 

June 30,

2019

 

December 31,

2018

Mine Systems Design (“MSD”), a company in which our Company’s Vice President owns 10.4%, 12% interest, monthly payments of $4,910 through March 2019

$

-

$

14,696

Ophir Holdings LLC, a company owned by three of the Company’s Officers, 6% interest, monthly payments of $3,777 with a balloon payment of $148,285 in February 2021

 

205,930

 

222,131

H&H Metals, a company who owns 4% of the Company’s outstanding common stock, 8% interest, balance due April 2021

 

50,000

 

-

Total

 

255,930

 

236,827

Current portion

 

(33,895)

 

(47,591)

Long term portion

$

222,035

$

189,236

Related party interest expense for the six month periods ended June 30, 2019 and 2018 is as follows:

2019

2018

Three Months

Six Months

Three Months

Six Months

$

4,137

$

7,429

$

13,478

$

31,828

 

Future principal payments of related party notes payable at June 30, 2019 are as follows:

12 months ended June 30,

 

 

2020

$

33,895

2021

 

222,035

Total

$

255,930

As of June 30, 2019, and December 31, 2018, accrued interest payable to related parties was $669 and zero, respectively.

During the three and six month periods ended June 30, 2019 and 2018 (up until May 2019), the Company paid $3,000 per month to the Company’s chairman of the board, Del Steiner for consulting purposes.

All sales of concentrate are to H&H Metals, who owns 4% of the Company’s outstanding common stock. See Note 4

6. Joint Ventures 

New Jersey Mill Joint Venture Agreement

The Company owns 65% of the New Jersey Mill Joint Venture and has significant influence in its operations. Thus the venture is included in the consolidated financial statements along with presentation of the non-controlling interest. At June 30, 2019 and December 31, 2018, an account receivable existed with Crescent Silver, LLC, the other joint venture participant (“Crescent”), for $2,424 and $2,051, respectively, for shared operating costs as defined in the JV agreement.

Butte Highlands JV, LLC (“BHJV”)

On January 29, 2016, the Company purchased a 50% interest in Butte Highlands JV, LLC (“BHJV”) from Timberline Resources Corporation for $225,000 in cash and 3,000,000 restricted shares of the Company’s common stock valued at $210,000 for a total consideration of $435,000. Highland Mining, LLC (“Highland”) is the other 50% owner and manager of the joint venture. Under the agreement, Highland will fund all future project exploration and mine development costs. The agreement stipulates that Highland is manager of BHJV and will manage BHJV until such time as all mine development costs, less $2 million are distributed to Highland out of the proceeds from future mine production. The Company has determined that because it does not currently have significant influence over the joint venture’s activities, it accounts for its investment on a cost basis. The Company purchased the interest in the BHJV to provide additional opportunities for exploration and development and expand the Company’s mineral property portfolio.


10


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


7.Earnings per Share 

For the three and six month periods ending June 30, 2019, all outstanding stock options (Note 12) and warrants (Note 11) were excluded from the computation of diluted loss per share because they were anti-dilutive due to net losses in those periods. For the three and six month periods ending June 30, 2018 basic and diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding–basic and diluted, respectively. The calculation of the weighted average number of common shares outstanding–diluted includes the following common stock equivalents: 

 

June 30, 2018

 

Three Months

Six Months

 

 

 

 

 

Stock options

 

7,321,665

 

7,491,141

Stock purchase warrants

 

1,200,000

 

1,200,000

Total

 

16,958,334

 

8,862,500

8. Property, Plant, and Equipment 

Property, plant and equipment at June 30, 2019 and December 31, 2018 consisted of the following:

 

 

June 30,

2019

 

December 31, 2018

Mill

 

 

 

 

Land

$

225,289

$

225,289

Building

 

536,193

 

536,193

Equipment

 

4,192,940

 

4,192,940

 

 

4,954,422

 

4,954,422

Less accumulated depreciation

 

(653,911)

 

(557,502)

Total mill

 

4,300,511

 

4,396,920

 

 

 

 

 

Building and equipment

 

 

 

 

Buildings

 

124,677

 

124,677

Equipment

 

2,292,665

 

1,631,908

 

 

2,417,342

 

1,756,585

Less accumulated depreciation

 

(621,879)

 

(453,625)

Total building and equipment

 

1,795,463

 

1,302,960

 

 

 

 

 

Land

 

 

 

 

Bear Creek

 

266,934

 

266,934

BOW

 

230,449

 

230,449

Eastern Star

 

250,817

 

250,817

Gillig

 

79,137

 

79,137

Highwater

 

40,133

 

40,133

Total land

 

867,470

 

867,470

Total

$

6,963,444

$

6,567,350

9.Mineral Properties 

Mineral properties at June 30, 2019 and December 31, 2018 consisted of the following:

 

 

June 30,

2019

 

December 31,

2018

New Jersey

$

248,289

$

248,289

McKinley

 

250,000

 

250,000

Golden Chest

 

1,677,972

 

1,677,972

Crown Point

 

333,333

 

333,333

Butte Potosi

 

274,440

 

274,440

Less accumulated amortization

 

(30,890)

 

(24,695)

Total

$

2,753,144

$

2,759,339


11


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


10. Notes Payable 

At June 30, 2019 and December 31, 2018, notes payable are as follows:

 

June 30, 2019

December 31, 2018

Property with shop, 36 month note payable, 4.91% interest rate payable monthly, remaining principal of note due in one payment at end of term in June 2019, monthly payments of $459

$

29,205

$

31,319

Haul truck, 20 month note payable, 10.0% interest rate payable monthly through May 2019, monthly payments of 6,020

 

-

 

31,657

Compressor, 48 month note payable, 5.25% interest rate payable monthly through November 2021, monthly payments of $813

 

23,373

 

27,616

Jumbo drill and 1 yrd. LHD, 12 month note payable, 8% interest rate payable monthly through January 2019, monthly payments of $10,874

 

-

 

10,802

Atlas Copco loader, 60 month note payable, 10.5% interest rate payable monthly through June 2023, monthly payments of $3,550

 

138,547

 

152,125

Caterpillar excavator and skid steer, 48 month note payable, 6.8% interest rate payable monthly through June 2022, monthly payments of $2,392

 

77,715

 

89,199

2018 pick-up, 72 month note payable, 9% interest rate payable monthly through June 2024, monthly payments of $701

 

33,607

 

36,230

2008 pick-up, 60 month note payable, 9% interest rate payable monthly through June 2023, monthly payments of $562

 

22,496

 

24,798

Haul truck, 13 month note payable, 8.0% interest rate payable monthly through July 2019, monthly payments of 5,000

 

4,967

 

34,085

Caterpillar 938 loader, 60 month note payable, 6.8% interest rate payable monthly through August 2023, monthly payments of $3,751

 

162,917

 

179,552

MultiQuip DCA70 Generator, 48 month note payable, 7.25% interest rate payable through August 2022, monthly payments of $635

 

21,511

 

24,480

CaterpillarAD22 underground truck, 48 month note payable, 6.45% interest rate payable through June 2023, monthly payments of $12,979

 

546,804

 

-

Total notes payable

 

1,061,142

 

641,863

Due within one year

 

272,182

 

217,679

Due after one year

$

788,960

$

424,184

All notes are collateralized by the property or equipment purchased in connection with each note. Future principal payments of notes payable at June 30, 2019 are as follows:

12 months ended

June 30,

 

 

2020

$

272,182

2021

 

255,573

2022

 

270,012

2023

 

248,147

2024

 

15,228

Total

$

1,061,142

11. Stockholders’ Equity 

The Company offered private placements in the first half of 2018. Under the private placements, the Company sold 8,858,577 units for net proceeds of $1,107,571. Each unit consisted of one share of the Company’s stock and one half of one stock purchase warrant with each whole warrant exercisable for one share of the Company’s stock at $0.22 for 24 months. In the second quarter of 2019, 1,200,000 warrants were exercised in exchange for 398,575 shares of the Company’s common stock in a cashless warrant exercise.

Stock Purchase Warrants Outstanding

The activity in stock purchase warrants is as follows:

 

 

Number of

Warrants

 

Exercise Prices

Balance December 31, 2017

 

9,295,834

 

0.10-0.20

Issued in connection with private placements

 

4,804,289

 

0.18-0.22

Balance December 31, 2018

 

14,100,123

 

0.10-0.22

Exercised

 

(1,200,000)

 

0.10

Balance June 30, 2019

 

12,900,123

 

$0.18-0.22


12


New Jersey Mining Company

Notes to Consolidated Financial Statements (Unaudited)


11. Stockholders’ Equity, continued 

These warrants expire as follows:

Shares

Exercise Price

Expiration Date

2,137,500

$0.20

February 28, 2020

4,250,000

$0.20

March 28, 2020

1,708,334

$0.20

November 3, 2020

4,429,289

$0.22

March 30, 2020

375,000

$0.18

December 14, 2023

12,900,123

-

-

12. Stock Options 

In June 2019 2,100,000 stock options were granted to non-officer employees. These options vested immediately and are exercisable at $0.14 for 3 years. Total stock based compensation recognized on these options was $190,019.   The weighted average fair value of stock option awards granted and the key assumptions used in the Black-Scholes valuation model to calculate the fair value of the options are as follows: volatility of 98.6%, risk-free interest rate of 1.81%, and an expected term of three years.

No options were granted in 2018, however $27,140 in stock based compensation was recognized during the six month period ended 2018 for vesting of options granted prior to 2018.

Activity in the Company’s stock options is as follows:

 

 

Number of Options

 

Exercise Prices

Balance December 31, 2017

 

7,662,500

 

0.10-0.18

Expired

 

(500,000)

 

0.10

Granted

 

(108,000)

 

0.15

Balance December 31, 2018

 

7,054,500

 

0.10-0.18

Expired

 

(750,000)

 

0.10

Granted

 

2,100,000

 

0.14

Balance June 30, 2019

 

8,404,500

 

0.10-0.18

Exercisable at June 30, 2019

 

8,404,500

$

0.10-0.18

At June 30, 2019, outstanding stock options have a weighted average remaining term of approximately 1.3 years and an intrinsic value of approximately $81,600.

13. Asset Retirement Obligation 

The Company has established asset retirement obligations associated with the ultimate closing of its mineral properties where there has been or currently are operations. Activity for the six months ended June 30, 2019 and 2018 is as follows:

 

Six Months Ended

June 30,

 

2019

2018

 

 

 

 

 

Balance at beginning of period

$

154,292

$

121,560

Accretion expense

 

4,471

 

7,007

Revision of estimated reclamation costs

 

-

 

10,771

Balance at end of period

$

158,763

$

139,338

The estimated retirement obligation costs were discounted using credit adjusted, risk-free interest rate of 6.0% from the time the obligation was incurred to the time management expects to pay the retirement obligations.

14. Note Receivable 

On June 6, 2018, the Company loaned $250,000 to West Materials, Inc. and William J. West (collectively “West”) which bore interest at 8% if the loan went into default and had a term of fifteen months. Five equal payments were due quarterly with the first two payments received in cash during 2018 and the remaining outstanding $150,000 received in 2019. The note receivable was collateralized by a mortgage on the Butte Gulch real property and a related net smelter royalty rights.


13



Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

New Jersey Mining Company is a gold producer focused on diversifying and building its asset base and cash flows through a portfolio of mineral properties located in historic producing gold districts in Idaho and Montana.

The Company’s plan of operation is to generate positive cash flow, while reducing debt and growing its production and asset base over time while being mindful of corporate overhead. The Companies management is focused on utilizing its in-house skills to build a portfolio of producing mines and milling operations with a primary focus on gold and secondary focus on silver and base metals.

The Company’s properties include: the Golden Chest Mine (currently in production), the New Jersey Mill (majority ownership interest), and a 50% carried to production interest in the past producing Butte Highlands Mine located in Montana. In addition to its producing and near-term production projects, New Jersey Mining Company has additional exploration prospects, including the McKinley and Eastern Star located in Central Idaho, and additional holdings near the Golden Chest in the Murray Gold Belt.

Highlights during the second quarter of 2019 include:

 For the quarter ending June 30, 2019 approximately 13,329 dry metric tonnes (dmt) were processed at the Company’s New Jersey mill at a head grade of 3.22 grams per tonne (gpt) with gold recovery of 86.81%. Gold sales for the quarter were 1,228 ounces. 

Open pit mining progressed from the 1009 bench to the 1003 bench. The trend of lower stripping ratios in the open pit continued during the second quarter as the Skookum shoot was fully exposed in the pit. Open pit mine production averaged 1,150 tonnes per day (mineralized material and waste). 

Underground mining focused on the completion of mining the 857 stope along with mining of the 848 stope. Backfilling of the 848 north stope was completed during the quarter and the addition of the Cat AD22 haultruck provided a substantial increase in the backfilling rate that reduced the time required to fill the stope by one-half. 

The Company completed a column leaching test that indicated that heap leaching of lower grade oxide material at the Golden Chest could substantially enhance the economics of possible future mining of the property. An oxidized sample of quartzitic footwall material collected in the pit with a head grade of 1.19 gpt Au achieved 88% gold recovery in 11 days in the laboratory test. 

Results of Operations

Our financial performance during the quarter is summarized below:

The Company had a gross profit for the three and six month periods ending June 30 2019 of $77,535 and $137,464 compared to a gross loss of $613,408 and $606,796 for the comparable periods in 2018. Gross profit increased as a result of improved grade from the open pit and increased production from the underground operations. 

Revenue was $1,547,654 and $2,692,328 for the three and six month periods ending June 30, 2019 compared to $489,555 and $1,590,946 for the comparable periods of 2018. This was also a result of improved grade from the open pit and increased production from the underground operations. 

A net loss attributable to New Jersey Mining Company shareholders of $259,768 and $465,172 in the three and six month periods ending June 30, 2019 compared to net income of $2,005,986 and 1,752,747 in the comparable periods of 2018. In the second quarter of 2018 the Company sold its Little Baldy/Toboggan properties to Hecla Mining Company for a net gain of $2,947,862 which is reflected in the net income for 2018.  

The consolidated net loss for the first six months included non-cash charges as follows: depreciation and amortization of $270,858 ($145,564 in 2018), accretion of asset retirement obligation of $4,471 ($7,007 in 2018), stock based compensation of $190,019 ($27,140 in 2018), change in fair value of forward gold contracts, none in 2019 ($7,887 in 2018), and gain on sale of mineral property none in 2019 ($2,947,862 in 2018). 


14



Financial Condition and Liquidity

 

For the Six Months Ended June 30,

Net cash provided (used) by:

 

2019

 

2018

Operating activities

$

49,340

$

(678,281)

Investing activities

 

98,005

 

2,239,448

Financing activities

 

(134,189)

 

(384,263)

Net change in cash and cash equivalents

 

13,156

 

1,176,904

Cash and cash equivalents, beginning of period

 

248,766

 

124,617

Cash and cash equivalents, end of period

$

261,922

$

1,301,521

The Company is currently producing from both the open-pit and underground at the Golden Chest Mine. In the past, the Company has been successful in raising required capital from sale of common stock, forward gold contracts, and additional debt. As a result of its planned production, equity sales and ability to restructure debt, management believes cash flows from operations and existing cash are sufficient to conduct planned operations and meet contractual obligations for the next 12 months.

As a result of its planned production, equity sales and ability to restructure debt, management believes cash flows from operations and existing cash are sufficient to conduct planned operations and meet contractual obligations for the next 12 months.

Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for small reporting companies.

Item 4: CONTROLS AND PROCEDURES 

Disclosure Controls and Procedures

At June 30, 2019, our President who also serves as our Chief Accounting Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within required time periods specified by the Securities & Exchange Commission rules and forms.

Based upon that evaluation, it was concluded that our disclosure controls were effective as of June 30, 2019, to ensure timely reporting with the Securities and Exchange Commission. Specifically, the Company’s corporate governance and disclosure controls and procedures provided reasonable assurance that required reports were timely and accurately reported in our periodic reports filed with the Securities and Exchange Commission.

Changes in internal control over financial reporting

There was no material change in internal control over financial reporting in the quarter ended June 30, 2019.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS 

None

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  

Neither the constituent instruments defining the rights of the Company’s securities filers nor the rights evidenced by the Company’s outstanding common stock have been modified, limited or qualified.

During the first half of 2018 the Company issued 8,858,577 shares of unregistered common stock at $0.13 per share for net proceeds of $1,107,571 net of commission and brokerage costs as a result of a private placement offering, additionally 8,000 shares were issued in exchange for stock options at $0.15 per share for net proceeds of $1,200. In the second quarter of 2019 1.200.000 warrants were exercised in exchange for 398,576 shares of the Company’s common stock in a cashless warrant exercise.

The Company relied on the transaction exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D Rule 506(b). The common shares are restricted securities which may not be publicly sold unless registered for resale with the Securities and Exchange Commission or exempt from the registration requirements of the Securities Act of 1933, as amended.


15



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 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 June 30, 2019, the Company had no citations for a violation of mandatory health or safety standards that could significantly and substantially (S&S citation) 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 Company’s United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

Item 5. OTHER INFORMATION 

None


16



Item 6. EXHIBITS 

 

3.0*

Articles of Incorporation of New Jersey Mining Company filed July 18, 1996

3.1*

Articles of Amendment filed September 29, 2003

3.2*

Articles of Amendment filed November 10, 2011

3.3*

Bylaws of New Jersey Mining Company

10.1*

Venture Agreement with United Mine Services, Inc. dated January 7, 2011.

10.2*

Idaho Champion Resources Lease with Cox dated September 4, 2013

10.3**

Rupp Mining Lease dated May 3, 2013

10.4**

Mining Lease with Hecla Silver Valley, Inc. Little Baldy prospect dated September 12, 2012

10.5***

Consent, Waiver and Assumption of Venture Agreement by Crescent dated February 14, 2014

10.6

Form of Forward Gold Purchase Agreement dated July 13, 2016 between the Registrant and Ophir Holdings LLC and incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on July 18, 2016.

10.7

Form of Forward Gold Purchase Agreement dated July 29, 2016 between the Registrant and Investors and incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on August 2, 2016.

10.8

Registrant’s Grant of Options to Directors and Officers dated December 30, 2016, incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 4, 2017.

10.9

Form of Agreement to Purchase the “Four Square Property Group” of Patented and Un-Patented Mining Claims dated March 2, 2018, incorporated by reference to the Company’s Form 8-K as filed with the Securities and Exchange Commission on March 7, 2018

10.10

Asset Purchase Agreement with Hecla Silver Valley, Inc. to Sell Patented and Un-Patented Mining Claims dated May 18th, 2018 and reported on the Company’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2018 and filed with the Securities and Exchange Commission on April 1, 2019.

14*

Code of Ethical Conduct.

21*

Subsidiaries of the Registrant

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****

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2****

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

99(i)

Audit Committee Pre-Approval Policies-Filed as an exhibit to the registrant’s annual report on Form 10-KSB for the year ended December 31, 2003 and incorporated by reference herein.

101.INS****

XBRL Instance Document

101.SCH****

XBRL Taxonomy Extension Schema Document

101.CAL****

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF****

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB****

XBRL Taxonomy Extension Label Linkbase Document

101.PRE****

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

* Filed with the Registrant’s Form 10 on June 4, 2014. 

**Filed July 2, 2014 

***Filed March 31, 2015. 

****Filed herewith. 


17



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/ John Swallow 

 

John Swallow, 

its: President and Chief Executive Officer 

Date August 14, 2019 

 

 

By:   /s/ Grant Brackebusch 

 

Grant Brackebusch, 

its: Vice President and Chief Financial Officer 

Date: August 14, 2019 


18