Impact of COVID–19 Pandemic
on Financial Statements
In December 2019, a novel strain of COVID-19
was reported in China. Since then, COVID-19 has spread globally, to include Canada, the United States and several European countries.
The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak
of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world
have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus and have closed non-essential
businesses.
As local jurisdictions continue to put
restrictions in place, our ability to continue to operate our business may also be limited. Such events may result in a period
of business, supply and product manufacturing disruption, and in reduced operations, any of which could materially affect our business,
financial condition and results of operations. In response to COVID-19, the Company implemented remote working and thus far, has
not experienced a significant disruption or delay in our operations
To date, COVID-19 has not had a significant
financial impact on the Company. However, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s
facility, resulting in limited support from its staff and professional advisors. The small size of the Company’s accounting
staff and the additional responsibilities emanating from COVID-19 may present difficulties to the Company’s ability to complete subsequent
reports in a timely manner.
NOTE 2 – GOING CONCERN AND
BASIS OF PRESENTATION
The Company has a history of recurring
losses from operations and the use of cash in operating activities. For the six months ended June 30, 2020, the Company’s
net loss was $1,276,289 and cash provided by operating activities was $311,399. As of June 30, 2020, the Company had current assets
of $428,776 and current liabilities of $3,042,276 of which $362,483 was accrued PIK Note interest expected to be paid in additional
PIK Notes. The Company’s current liabilities also include (i) $438,477 of accrued salaries deferred by certain members of
management until the Company’s liquidity improves, (ii) $960,811 of accrued directors fee as determined by the Company’s
Board, (iii) $119,269 of payables to a compounder for which it has agreed to satisfy in halloysite product, (iv) $132,635 of disputed
or erroneously accrued expenses and (v) $223,075 of PPP Funding payable which the Company expects to be forgiven by the U.S. Treasury.
Management believes that in order for the
Company to meet its obligations arising from normal business operations through August 14, 2021 that the Company may be required
(i) to raise additional capital either in the form of a private placement of common stock or debt and/or (ii) generate additional
sales of its products that will generate sufficient operating profit and cash flows to fund operations. Without additional
capital or additional sales of its products, the Company’s ability to continue to operate may be limited.
Based on the Company’s current cash
usage expectations, management believes it may not have sufficient liquidity to fund its operations through August 14, 2021. Further,
management cannot provide any assurance that it is probable that the Company will be successful in accomplishing any of its plans
to raise debt or equity financing or generate additional product sales. Collectively these factors raise substantial doubt regarding
the Company’s ability to continue as going concern. These financial statements do not include any adjustments to the recoverability
and classification of recorded assets amounts and classification of liabilities that might be necessary should the Company not
be able to continue as a going concern.
NOTE 3 – BASIS OF REPORTING AND
SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated
financial statements of Applied Minerals, Inc. have been prepared in accordance with generally accepted accounting principles in
the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes
required by GAAP for complete financial statements.
In the opinion of management, these interim
unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature, which are considered
necessary for a fair presentation of the financial position of the Company and the results of its operations and cash flows for
the periods presented. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the operating
results for the entire year. These financial statements should be read in conjunction with the financial statements and related
disclosures for the year ended December 31, 2019, included in the Annual Report of Applied Minerals, Inc. on Form 10-K filed with
the SEC on May 29, 2020.
The accompanying interim unaudited consolidated
financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these
notes. As of August 14, 2020, the Company’s significant accounting policies and estimates remain unchanged from those detailed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Use of Estimates
The preparation of financial statements
in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the
Company’s Consolidated Condensed Financial Statements and accompanying notes. Actual results may differ materially from those
estimates. As of June 30, 2020, the extent to which the COVID-19 pandemic will impact our business going forward depends on
numerous dynamic factors which we cannot reliably predict. As a result, many of our estimates and assumptions required increased
judgment and carry a higher degree of variability and volatility. As the events continue to evolve with respect to the pandemic,
our estimates may materially change in future periods.
Concentration of Credit Risk
Cash balances, accounts receivable and
derivative financial instruments are financial instruments potentially subject to credit risk. Cash and cash equivalents are maintained
in bank deposit accounts, which, at times, may exceed the federally insured limits. Management periodically reviews and assesses
the financial condition of the banks to mitigate the risk of loss.
For the six months ended June 30, 2020
and 2019, revenues from the Company’s largest customer accounted for 49.2% and 84.9% of total revenues, respectively. As
of June 30, 2020 and 2019, amounts owed from these customers comprised 84.8% and 0% of accounts receivable, respectively.
Receivables
Trade receivables are reported at outstanding
principal amounts, net of an allowance for doubtful accounts.
Management evaluates the collectability
of receivable account balances to determine the allowance, if any. Management considers the other party’s credit risk and
financial condition, as well as current and projected economic and market conditions, in determining the amount of the allowance.
Receivable balances are written off when management determines that the balance is uncollectable. No allowance was required at
June 30, 2020 and December 31, 2019.
Property and Equipment
Property and equipment are carried at cost
net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the
estimated useful lives of the assets, or the life of the lease, whichever is shorter, as follows:
|
|
|
Estimated
|
|
|
|
|
Useful Life (years)
|
|
|
Building and Building Improvements
|
|
5
|
–
|
40
|
|
|
Mining equipment
|
|
2
|
–
|
7
|
|
|
Office and shop furniture and equipment
|
|
3
|
–
|
7
|
|
|
Vehicles
|
|
|
5
|
|
|
Impairment of Long-lived Assets
The Company periodically reviews the carrying
amounts of long-lived assets to determine whether current events or circumstances warrant adjustment to such carrying amounts.
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may
not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from
the use and eventual disposition of the asset to its carrying amount. If this comparison indicates that there is an impairment,
the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are
not readily determinable. Considerable management judgment is necessary to estimate the fair value of assets. Assets to be disposed
of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. The Company has determined
that there was no impairment of its long-lived assets as of June 30, 2020 and 2019.
Stock Options and Warrants
The Company follows ASC 718 (Stock Compensation)
and ASU 2018-07 (Compensation – Stock Compensation), which provide guidance in accounting for share-based awards exchanged
for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period.
The Company instituted a formal long-term and short-term incentive plan on November 20, 2012, which was approved by its shareholders.
Prior to that date, we did not have a formal equity plan, but all equity grants, including stock options and warrants, were approved
by our Board of Directors. We determine the fair value of the stock-based compensation awards granted to non-employees as either
the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions
as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments
is reached, or (2) the date at which the counterparty’s performance is complete. Beginning in the quarter ended June 30,
2013 the Company began using the simplified method to determine the expected term for any options granted because the Company did
not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The Company previously
utilized the contractual term as the expected term.
Environmental Matters
Expenditures for ongoing compliance with
environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting
from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are
expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable, and the costs
can be reasonably estimated.
Estimates of such liabilities are based
upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely
effects of inflation and other societal and economic factors and include estimates of associated legal costs. These amounts also
reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The
Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be
revised over time because of changes in government regulations, operations, technology, and inflation. Recoveries are evaluated
separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated
liability.
The Company has posted a cash bond in the
amount of 297,000 required by the Utah Department of Oil, Gas and Minerals to cover estimated reclamation costs related the Company
large mining permit for its Dragon Mine property.
Recently Adopted Accounting Standards
ASU 2018-13, Fair Value Measurement
(Topic 820): Disclosure Framework
Effective January 1, 2020 the Company adopted
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value
Measurement. This ASU eliminates, modifies, and adds disclosure requirements for fair value measurements. The adoption of ASU 2018-13
had no material impact on the Company’s results.
ASU 2018-18. Collaborative Arrangements
Effective January 1, 2020 the Company adopted
ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, which,
among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted
for under Topic 606. The adoption of ASU 2018-18 had no material impact on the Company’s results.
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU No.
2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity
in accounting standards. The amendments in this update simplify the accounting for income taxes by removing certain exceptions
to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas
of Topic 740 by clarifying and amending existing guidance. The amendments within ASU No. 2019-12 are effective for financial statements
issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is
permitted. The Company is currently assessing the impact of this update on its consolidated financial statements.
NOTE 4 – LEASES
On March 16, 2017, the Company entered
into a 5-year operating lease agreement for permanent office space, base rent payment is approximately $9,000 per month, subject
to annual adjustments.
|
Supplemental cash flow information related to leases:
|
|
Three months
ended June 30,
2020
|
|
|
Six months ended
June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Operating cash flows paid for operating leases
|
|
$
|
28,521
|
|
|
$
|
56,211
|
|
|
Non-cash lease expense
|
|
$
|
(119
|
)
|
|
$
|
593
|
|
|
Supplemental balance sheet information related to leases:
|
|
As of June 30,
2020
|
|
|
|
|
|
|
|
Operating lease Right-of-use assets
|
|
$
|
187,991
|
|
|
|
|
|
|
|
|
Current portion of operating lease liabilities
|
|
$
|
106,276
|
|
|
Long-term operating lease liabilities
|
|
|
85,965
|
|
|
Total operating lease liabilities
|
|
$
|
192,241
|
|
|
|
|
|
|
|
|
Weighted average remaining operating lease term
|
|
|
1.75 years
|
|
|
Weighted average discount rate
|
|
|
6
|
%
|
The following table summarizes the maturity of lease liabilities
under operating leases as of June 30, 2020:
|
2020 (remaining six months)
|
|
$
|
57,042
|
|
|
2021
|
|
|
116,649
|
|
|
2022
|
|
|
29,376
|
|
|
Total lease payments
|
|
|
203,067
|
|
|
Less: imputed interest
|
|
|
(10,826
|
)
|
|
Total lease liabilities
|
|
$
|
192,241
|
|
NOTE 5 – DEPOSIT
The following is a summary of deposit:
|
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
Cash Bond (Mine Permit deposit)
|
|
$
|
296,883
|
|
|
$
|
296,552
|
|
|
Office Lease Security Deposit
|
|
|
39,168
|
|
|
|
39,168
|
|
|
Total
|
|
$
|
336,051
|
|
|
$
|
335,720
|
|
NOTE 6 - NOTES PAYABLE
Notes payable at June 30, 2020 and December
31, 2019 consist of the following:
|
|
|
June 30, 2020
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
Note payable against exploration rights agreement, including interest (a)
|
|
$
|
-
|
|
|
$
|
250,000
|
|
|
Note payable, net of $4,237 debt discount and $47,917 deferred financing costs (b)
|
|
|
72,846
|
|
|
|
-
|
|
|
Note payable to insurance companies, payable $1,732 – $24,808 monthly, (c) and (d)
|
|
|
52,675
|
|
|
|
208,728
|
|
|
|
|
|
125,521
|
|
|
|
458,728
|
|
|
Less: Current Portion
|
|
|
(125,521
|
)
|
|
|
(458,728
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable, Long-Term Portion
|
|
$
|
-
|
|
|
$
|
-
|
|
|
(a)
|
On November 13, 2019, the Company entered into an agreement with a related party. Per the terms of the agreement, the Company has borrowed $250,000 against an expected annual renewal payment for an exploration license it granted as part of an Exploration Agreement with Option to Purchase entered into with Continental Minerals Claims, Inc. in December 2017, in exchange for $200,000 in cash. The loan was unsecured and paid off in February 2020. There was no interest rate specified.
|
|
|
|
|
(b)
|
On February 13, 2020, the Company entered into a secured loan
agreement and issued a note in the principal amount of $125,000 (including a 5% OID). The note also bears a 5% per annum interest.
The maturity date of the note is 12 months from funding date. The note is convertible at any time into the Company’s Common
Stock. The initial conversion price is $.02 per share. After one hundred eighty days after the date of the note, the conversion
price will be the lower of (i) $.02 or (ii) 75% multiplied by the lowest traded price of the common stock during the 20 consecutive
trading day period immediately preceding the date of the respective conversion.
|
|
|
|
|
(c)
|
On October 2019, the Company signed a note payable with interest rate of 4.89% with an insurance company for liability insurance, payable in 10 monthly installment payments which started on November 17, 2019.
|
|
|
|
|
(d)
|
On October 2019, the Company signed a note payable with interest rate of 7.04% with an insurance company for liability insurance, payable in 10 monthly installment which started on November 17, 2019.
|
During the three months ended June 30,
2020 and 2019, the Company's interest payments totaled $1,288 and $1,524, respectively. During the six months ended June 30, 2020
and 2019, the Company’s interest payments totaled $3,358 and $10,680, respectively.
NOTE 7 – PAYCHECK PROTECTION PROGRAM
LOAN
On
May 5, 2020 the Company entered into a promissory note (“PPP Loan”) in the amount of $223,075 from Bank of America,
N.A. under the Paycheck Protection Program (“PPP”), which
was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered
by the U.S. Small Business Administration. The term of the promissory note is two years and the annual interest rate is 1.0%, which
shall be deferred for the first six months of the term of the loan. Pursuant to the terms of the CARES Act, the proceeds of each
PPP Loan may be used for payroll costs, mortgage interest, rent or utility costs.
The promissory note evidencing each PPP
Loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties,
or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of
all amounts outstanding under such PPP Loan, collection of all amounts owing from the respective Borrower, filing suit and obtaining
judgment against the respective Borrower.
Under the terms of the CARES Act, each
Borrower can apply for and be granted forgiveness for all or a portion of the PPP Loan. Such forgiveness will be determined, subject
to limitations, based on the use of loan proceeds in accordance with the terms of the CARES Act, as described above, during the
8-week period after loan origination and the maintenance or achievement of certain employee levels. No assurance is provided that
any Borrower will obtain forgiveness under any relevant PPP Loan in whole or in part.
NOTE 8 – CONVERTIBLE DEBT (PIK
NOTES)
The Company raised $23 million of financing
through the issuance of two series of Paid-In-Kind (“PIK”)-Election Convertible Notes in 2013 (“Series 2023 Notes”)
and 2014 (“Series A Notes”). The original terms of the Series A Notes included among other things: (i) a maturity of
November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii)
a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of the Series 2023 Notes
included among other things: (i) a maturity of August 1, 2023, (ii) a stated interest rate of 10% paid semi-annually and (iii)
a conversion price of $1.40, adjusted downward based on an anti-dilution provision. On December 14, 2017 and April 4, 2019, amendment
agreements entered into between the Company and the holders of the Series A Notes and Series 2023 Notes went into effect. The agreements
resulted in changes to certain terms of the Series A and Series 2023 Notes. The key terms of the Series A and Series 2023 Notes,
as amended, are highlighted in the table below:
|
Key Terms
|
|
Series 2023 Notes
|
|
Series A Notes
|
|
|
Inception Date
|
|
08/01/2013
|
|
11/03/2014
|
|
|
Cash Received
|
|
$10,500,000
|
|
$12,500,000
|
|
|
Principal (Initial Liability)
|
|
$10,500,000
|
|
$19,848,486
|
|
|
Maturity (Term)
|
|
Matures on August 1, 2023, but convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock;
|
|
Matures on May 1, 2023 but extends to August 1, 2023 if the Series 2023 Notes are still outstanding. Convertible into shares of the Company’s common stock at the discretion of the holder or by the Company based on the market price of the Company’s stock;
|
|
|
Exercise Price
|
|
$0.59, adjusted downward based on anti-dilution provisions/downround protection
|
|
$0.40, adjusted downward based on anti-dilution provisions/down-round protection;
|
|
|
Stated Interest
|
|
10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually;
|
|
10% per annum through December 14, 2017, 3% per annum thereafter, due semiannually;
|
|
|
Derivative Liability
|
|
$2,055,000 established at inception due to the existence of down-round protection; the derivative liability was revalued every quarter using Monte Carlo model through the year ended December 31, 2018. The Company is no longer required to value the derivative liability.
|
|
$9,212,285 established at inception due to existence of down-round protection; revalued every quarter using a Monte Carlo model through the year ended December 31, 2018. The Company is no longer required to value the derivative liability.
|
|
|
Payments
|
|
Per the terms of the amendment agreement entered into on April 4, the holders of the Series A and Series 2023 Notes were to receive a pro-rata distribution of an Immediate Payment of $350,000 as well as (i) receive a pro-rata distribution of 5% of the net proceeds of any capital raise and (ii) on the 15th day after the filing of its quarterly report on Form 10-Q or annual report on Form 10-K, receive a pro-rata payment of (a) 3% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter or (b) 5% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million on the last day of the fiscal quarter or (c) 12% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million on the last day of the fiscal quarter. If the amount payable under (ii)(a), (ii)(b) or (ii)(c) is in excess of the amount of cash at the end of the fiscal quarter, the payment of the excess amount will be deferred and will be payable in connection with the payment for a following fiscal quarter(s) when cash is available. All payment will be applied to the reduction of the principal amount outstanding of the Series A and Series 2023 Notes.
|
|
Per the terms of the amendment agreement entered into on April 4, 2019, the holders of the Series A and Series 2023 Notes were to receive a pro-rata distribution of an Immediate Payment of $350,000 as well as (i) receive a pro-rata distribution of 5% of the net proceeds of any capital raise and (ii) on the 15th day after the filing of its quarterly report on Form 10-Q or annual report on Form 10-K, receive a pro-rata payment of (a) 3% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is less than $3 million on the last day of the fiscal quarter or (b) 5% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $3 million but less than $5 million on the last day of the fiscal quarter or (c) 12% of gross revenue if cash or cash equivalents on the Company’s balance sheet or otherwise is greater than $5 million on the last day of the fiscal quarter. If the amount payable under (ii)(a), (ii)(b) or (ii)(c) is in excess of the amount of cash at the end of the fiscal quarter, the payment of the excess amount will be deferred and will be payable in connection with the payment for a following fiscal quarter(s) when cash is available. All payment will be applied to the reduction of the principal amount outstanding of the Series A and Series 2023 Notes.
|
|
As of June 30, 2020, the liability components
of the PIK Notes on the Company’s balance sheet are listed in the following table:
|
|
|
Series 2023 Notes
|
|
|
Series A
Notes
|
|
|
Total
|
|
|
PIK Note Payable, Gross
|
|
$
|
17,001,793
|
|
|
$
|
28,647,611
|
|
|
$
|
45,649,404
|
|
|
Less: Discount
|
|
|
-
|
|
|
|
(1,276,152
|
)
|
|
|
(1,276,152
|
)
|
|
PIK Note Payable, Net
|
|
$
|
17,001,793
|
|
|
$
|
27,371,459
|
|
|
$
|
44,373,252
|
|
As of December 31, 2019, the liability
components of the PIK Notes on the Company’s balance sheet are listed in the following table:
|
|
|
Series 2023
Notes
|
|
|
Series A
Notes
|
|
|
Total
|
|
|
PIK Note Payable, Gross
|
|
$
|
16,901,447
|
|
|
$
|
28,265,165
|
|
|
$
|
45,166,612
|
|
|
Less: Discount
|
|
|
-
|
|
|
|
(1,464,311
|
)
|
|
|
(1,464,311
|
)
|
|
PIK Note Payable, Net
|
|
$
|
16,901,447
|
|
|
$
|
26,800,854
|
|
|
$
|
43,702,301
|
|
Series A Notes (Amended)
On November 3, 2014 (“Issue Date”),
the Company issued, in a private placement pursuant to investment agreements, $19,848,486 principal amount of 10% PIK-Election
Convertible Notes due 2018 ("Series A Notes") in exchange for $12,500,000 in cash and the cancellation of previously-issued
warrants held by one investor.
The original terms of the Series A Notes
included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest
rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The
original terms of both the Series A notes and Series 2023 Notes can be as exhibits to Forms 8-K filed on November 5, 2014.
During the six months ended June 30, 2020,
the Company amortized $212,116 of debt discount and deferred financing cost relating to the Series A Notes Payable and issued additional
PIK Notes of $387,675 in lieu of cash interest payments. The carrying value of the Series A Notes Payable as of June 30, 2020 was
$27,371,459.
As of June 30, 2020, the Company was in
compliance with the covenants of the Series A Notes.
As of June 30, 2020, Samlyn Offshore Master
Fund, Ltd. and Samlyn Onshore Fund, LP owned $9,413,224 and $5,024,235, respectively, of principal of the Series A Notes. Samlyn
Offshore Master Fund, Ltd. and Samlyn Onshore Fund, LP are managed by Samlyn Capital, LLC. As of June 30, 2020, Michael Barry,
a director of the Company, was the General Counsel and Chief Compliance Officer of Samlyn Capital, LLC.
As of June 30, 2020, The IBS Turnaround
Fund, LP, The IBS Turnaround (QP) (A Limited Partnership) and The IBS Opportunity Fund, Ltd. owned $1,365,808, $2,742,689 and $263,159,
respectively, of principal of the Series A Notes. The IBS Turnaround Fund, LP, The IBS Turnaround (QP) (A Limited Partnership)
and The IBS Opportunity Fund, Ltd. are managed by IBS Capital, LLC. At June 30, 2020, IBS Capital, LLC owned 13.6% of the shares
of the common stock of the Company.
As of June 30, 2020, M. Kingdon Offshore
Master Fund, LP, a fund managed by Kingdon Capital Management, LLC, owned $4,374,988 of principal of the Series A Notes.
Series 2023 Notes (Amended)
In August 2013, the Company received $10,500,000
of financing through the private placement of 10% mandatory convertible Notes due 2023 ("Series 2023 Notes"). The principal
amount of the Notes is due on maturity. The Company can elect to pay semi-annual interest on the Series 2023 Notes with additional
PIK Notes containing the same terms as the Series 2023 Notes, except interest will accrue from issuance of such notes. The Company
can also elect to pay interest in cash. In February 2020, the Company issued $107,042 in additional Series 2023 Notes to the holders
to pay the semi-annual interest.
During the six months ended June 30, 2020,
the Company issued additional PIK Notes of $107,042 in lieu of cash interest payments. The carrying value of the Series 2023 Notes
Payable was $17,001,793 as of June 30, 2020.
As of June 30, 2020, the Company was in
compliance with the covenants of the Series 2023 Notes.
As of June
30, 2020, M. Kingdon Offshore Master Fund, LP, a fund managed by Kingdon Capital
Management, LLC, owned $4,049,638 of principal of the Series 2023 Notes.
NOTE 9 – STOCKHOLDERS’
EQUITY
Preferred Stock
The Company is authorized to issue 10,000,000
shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share.
At June 30, 2020 and December 31, 2019,
no shares of preferred stock were outstanding.
Common Stock
The Company is authorized to issue 700,000,000
shares of common stock with a $0.001 par value per share. At June 30, 2020 and December 31, 2019, 175,638,549 and 175,513,549 shares
were issued and outstanding, respectively.
2020
During the six months ended June 30, 2020,
125,000 shares were issued at a price of $0.01 per share to note holders as financing cost.
2019
During the six months ended June 30, 2019,
there were no activities.
NOTE 10 – OPTIONS AND WARRANTS TO PURCHASE COMMON STOCK
Outstanding Stock Warrants
A summary of the status and changes of
the warrants issued for the six months ended June 30, 2020:
|
|
|
Shares Issuable
|
|
|
|
|
|
|
|
upon Exercise of
|
|
|
Weighted Average
|
|
|
|
|
Outstanding Warrants
|
|
|
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 1, 2020
|
|
|
26,688,373
|
|
|
$
|
0.15
|
|
|
Issued
|
|
|
-
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding at June 30, 2020
|
|
|
26,688,373
|
|
|
$
|
0.15
|
|
At June 30, 2020, the intrinsic value of
the outstanding warrants was $0.
A summary of the status of the warrants
outstanding and exercisable at June 30, 2020 is presented below:
|
|
|
|
Warrants Outstanding and Exercisable
|
|
|
|
|
|
Shares Issuable
|
|
|
Weighted Average
|
|
|
|
|
|
|
|
|
upon Exercise of
|
|
|
Remaining
|
|
|
Weighted Average
|
|
|
Exercise Price
|
|
|
Outstanding Warrants
|
|
|
Contractual Life (years)
|
|
|
Exercise Price
|
|
|
$
|
1.15
|
|
|
|
461,340
|
|
|
|
0.83
|
|
|
$
|
1.15
|
|
|
$
|
0.25
|
|
|
|
3,283,283
|
|
|
|
0.99
|
|
|
$
|
0.25
|
|
|
$
|
0.04
|
|
|
|
2,068,750
|
|
|
|
2.18
|
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
|
11,000,000
|
|
|
|
2.45
|
|
|
$
|
0.10
|
|
|
$
|
0.15
|
|
|
|
9,875,000
|
|
|
|
0.98
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
26,688,373
|
|
|
|
1.68
|
|
|
$
|
0.15
|
|
Outstanding Stock Options
On November 20, 2012, the shareholders
of the Company approved the adoption of the Applied Minerals, Inc. 2012 Long-Term Incentive Plan (“LTIP”) and the Short-Term
Incentive Plan (“STIP”) and the performance criteria used in setting performance goals for awards intended to be performance-based.
Under the LTIP, 8,900,000 shares are authorized for issuance. The STIP does not refer to a particular number of shares under the
LTIP, but would use the shares authorized in the LTIP for issuance under the STIP. The CEO, the CFO, and named executive officers,
and directors, among others are eligible to participate in the LTIP and STIP. Prior to the adoption of the LTIP and STIP, stock
options were granted under individual arrangements between the Company and the grantees, and approved by the Board of Directors.
In May, 2016, the Company adopted the 2016
Long-Term Incentive Plan (“2016 LTIP”). The number of shares of common stock for issuance or for reference purposes
subject to the 2016 LTIP was 2,000,000.
On December 7, 2016, the stockholders of
the Company approved the 2016 Incentive Plan. The purpose of the 2016 Incentive Plan is to enhance the profitability and value
of the Company for the benefit of its stockholders by enabling the Company to offer eligible employees, consultants, and non-employee
directors incentive awards in order to attract, retain and reward such individuals and strengthen the mutuality of interests between
such individuals and the Company’s stockholders. The aggregate number of shares of Common Stock that may be issued or
used for reference purposes under the 2016 Incentive Plan or with respect to which awards may be granted may not exceed 15,000,000
shares, which may be either (i) authorized and unissued Common Stock or (ii) Common Stock held in or acquired for the treasury
of the Company.
The Compensation Committee of the Company
Board of Directors has full authority to administer and interpret the 2016 Incentive Plan, to grant awards under the 2016 Incentive
Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the
terms and conditions of each award, to determine the number of shares of Common Stock to be covered by each award and to make all
other determinations in connection with the 2016 Incentive Plan and the awards thereunder as the Committee, in its sole discretion,
deems necessary or desirable.
On December 14, 2017, the Board of Directors
approved the 2017 Incentive Plan (“2017 IP”). Forty million (40,000,000) shares of Common Stock are subject to the
2017 IP.
The fair value of each of the Company's
stock option awards is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based
on an average of historical volatility of the Company's common stock. The risk-free interest rate for periods within the contractual
life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury Bond on the date the award is granted
with a maturity equal to the expected term of the award. The Company did not grant any stock option awards during the six months
ended June 30, 2020.
A summary of the status and changes of
the options granted under stock option plans and other agreements during the six months ended June 30, 2020:
|
|
|
Shares Issued
|
|
|
Weighted
|
|
|
|
|
Upon Exercise of
|
|
|
Average
|
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2019
|
|
|
60,676,568
|
|
|
$
|
0.26
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding at June 30, 2020
|
|
|
60,676,568
|
|
|
$
|
0.26
|
|
A summary of the status of the options
outstanding at June 30, 2020 is presented below:
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of per
share
exercise
price
|
|
Shares
|
|
|
Weighted
average
remaining
contractual
life
|
|
|
Per share
weighted
average
exercise
price
|
|
|
Shares
|
|
|
Weighted
average
remaining
contractual
life
|
|
|
Per share
weighted
average
exercise price
|
|
|
$0.04 - $0.08
|
|
|
42,403,623
|
|
|
|
7.18
|
|
|
$
|
0.06
|
|
|
|
34,861,956
|
|
|
|
7.17
|
|
|
$
|
0.06
|
|
|
$0.10 - $0.84
|
|
|
13,330,885
|
|
|
|
2.43
|
|
|
|
0.42
|
|
|
|
13,330,885
|
|
|
|
2.43
|
|
|
|
0.42
|
|
|
$1.10 - $1.90
|
|
|
4,942,060
|
|
|
|
2.22
|
|
|
|
1.63
|
|
|
|
4,942,060
|
|
|
|
2.22
|
|
|
|
1.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,676,568
|
|
|
|
5.73
|
|
|
$
|
0.26
|
|
|
|
53,134,901
|
|
|
|
5.52
|
|
|
$
|
0.29
|
|
Compensation expense of $3,943 and $10,513 was recognized for
vested options for the three and six months ended June 30, 2020. The aggregate intrinsic value of the outstanding options at June
30, 2020 was $0. At June 30, 2020, (i) $23,523 of unamortized compensation expense for time-based unvested options will be recognized
over the next 0.98 years on a weighted average basis; (ii) $223,105 of unamortized compensation expense for performance-based unvested
options will be recognized if the performance targets are achieved.
On August 18, 2017, the Company’s
management was granted performance-based options to purchase 27.5 million shares of the Company’s common stock at $0.06 per
share. The options expire on August 18, 2027. On November 1, 2017, the first fifty percent (50%) of the performance-based options
vested as management was able to (i) close the sale of an aggregate of $600,000 of units (consisting of a share of common
stock of the Company and a warrant to buy 0.25 of a share of common stock of the Company) at $0.04 per unit and (ii) establish
toll processing arrangements with two toll processors of halloysite that, in management’s good faith belief, can process
halloysite to the Company’s specifications. An additional twenty-five percent (25%) of the performance-based options vested
on January 18, 2018 when management generated $900,000 of additional cash proceeds through (i) the sale of common stock and (ii)
the licensing of a right to explore the Dragon Mine property for certain precious metals. The vesting of the remaining 8.3%, 8.3%
and 8.4% of the performance-based options occurs when (i) EBITDA is positive over a twelve-month period, (ii) EBITDA is at or greater
than $2 million over a twelve-month period and (iii) EBITDA is at or greater than $4 million over a twelve-month period, respectively.
At June 30, 2020, management, based on its financial expectations for 2020, did not consider the vesting of the remaining 25% of
the option grant to be probable.
NOTE 11 - PER SHARE DATA
The computation of basic earnings (loss)
per share of common stock is based on the weighted average number of shares outstanding during the year. The computation of diluted
earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents
that would arise from the exercise of stock options and warrants outstanding under the treasury method and the average market price
per share during the year as well as the conversion of notes. At June 30, 2020, the weighted average shares outstanding excluded
options to purchase 60,676,568 shares of common stock of the Company, warrants to purchase 26,688,373 shares of common stock of
the Company and 99,475,033, shares of common stock of the Company issuable upon the conversion of notes because their effect would
be anti-dilutive. At June 30, 2019, the weighted average shares outstanding excluded options to purchase 59,526,568 shares of common
stock of the Company, warrants to purchase 26,688,373 shares of common stock of the Company and 98,237,813, shares of common stock
of the Company issuable upon the conversion of notes because their effect would be anti-dilutive.
ITEM 2 MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
This Quarterly Report on Form 10-Q contains
"forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are based on our current expectations, assumptions, estimates and projections
about our business and our industry. Words such as "believe," "anticipate," "expect," "intend,"
"plan," "will," "may," and other similar expressions identify forward-looking statements. In addition,
any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking
statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Overview
Applied Minerals, Inc. is focused primarily
on (i) the development, marketing and sale of our halloysite clay-based DRAGONITE™ line of products for use in advanced
applications such as, but not limited to, reinforcement additives for polymer composites, flame retardant additives for polymers,
catalysts, controlled release carriers for paints and coatings, strength reinforcement additives for cement, concrete, mortars
and grouts, advanced ceramics, rheology additives for drilling fluids, environmental remediation media, and carriers of agricultural
agents and (ii) the development, marketing and sale of our AMIRON™ line of iron oxide products for pigmentary and technical
applications. Halloysite is an aluminosilicate with a tubular structure that provides functionality for a number of applications.
Iron oxides are inorganic compounds that are widely used as pigments in paints, coatings and colored concrete.
The Company owns the Dragon Mine, which
has significant deposits of high-quality halloysite clay and iron oxide. The 267-acre property is located in southwestern Utah
and its resource was mined for halloysite on a large-scale, commercial basis between 1949 and 1976 for use as a petroleum cracking
catalyst. The mine was idle until 2001 when the Company leased it to initially develop its halloysite resource for advanced, high-value
applications. We purchased 100% of the property in 2005. After further geological characterization of the mine, the Company identified
a high-purity, natural iron oxide resource that it has commercialized to supply certain pigmentary and technical markets.
The Company has a mineral processing plant
with a capacity of up to 45,000 tons per annum for certain applications. The Company has a smaller processing facility with a capacity
of 5,000 – 10,000 tons per annum that is currently dedicated to its halloysite resource. The Company believes it can increase
its halloysite production capacity to meet an increase in demand through (i) an expansion of our on-site production capacity through
a relatively modest capital investment and (ii) the use of a manufacturing tolling agreement.
The Company currently sells its DRAGONITE
product as functional additive for advanced molecular sieves, as a nucleating agent for injection molding applications and as a
binder for ceramic applications. For a number of markets mentioned above, the Company is currently working with a number of customers,
which are in the latter stages of commercializing new and existing products that will utilize DRAGONITE as a functional additive.
Applied Minerals is a publicly traded company incorporated in
the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL.
Critical Accounting Policies and Estimates
A complete discussion of our critical accounting
policies and estimates is included in our Form 10-K for the year ended December 31, 2019. There have been no material changes in
our critical accounting policies and estimates during the six-month period ended June 30, 2020 compared to the disclosures on Form
10-K for the year ended December 31, 2019.
Three Months Ended June 30, 2020 Compared to Three
Months Ended June 30, 2019
Results of Operations
The following sets forth, for the periods indicated, certain
components of our operating earnings, including such data stated as percentage of revenues:
|
|
|
Three Months Ended June 30,
|
|
|
Variance
|
|
|
|
|
2020
|
|
|
2019
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
143,593
|
|
|
$
|
218,936
|
|
|
$
|
(75,343
|
)
|
|
|
(34
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production costs
|
|
|
230,488
|
|
|
|
219,453
|
|
|
|
11,034
|
|
|
|
5
|
%
|
|
Exploration costs
|
|
|
42,045
|
|
|
|
43,829
|
|
|
|
(1,784
|
)
|
|
|
(4
|
)%
|
|
General and administrative
|
|
|
800,187
|
|
|
|
1,118,111
|
|
|
|
(317,924
|
)
|
|
|
(28
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
1,072,720
|
|
|
|
1,381,393
|
|
|
|
(308,674
|
)
|
|
|
(22
|
)%
|
|
Operating Loss
|
|
|
(929,127
|
)
|
|
|
(1,162,457
|
)
|
|
|
(233,331
|
)
|
|
|
(20
|
)%
|
|
OTHER (EXPENSE) INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net, including amortization of deferred financing cost and debt discount
|
|
|
(454,281
|
)
|
|
|
(531,371
|
)
|
|
|
(77,090
|
)
|
|
|
(15
|
)%
|
|
Other income, net
|
|
|
94
|
|
|
|
953
|
|
|
|
(859
|
)
|
|
|
(90
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other (Expense) Income
|
|
|
(454,187
|
)
|
|
|
(530,418
|
)
|
|
|
(76,231
|
)
|
|
|
(14
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(1,383,314
|
)
|
|
$
|
(1,692,875
|
)
|
|
$
|
(309,562
|
)
|
|
|
(18
|
)%
|
Revenue for the three months ended June
30, 2020 totaled $143,593, a decrease of $75,343 or 34%, compared to the same period in 2019. The decline was driven primarily
by the absence of sales of DRAGONITE halloysite clay totaling $192,000 to a manufacturer of specialty molecular sieves, partially
offset by sales of AMIRON totaling $93,611 to a cement producer and sales of DRAGONITE halloysite clay totaling $19,000 to a manufacturer
of oil field products.
Sales of DRAGONITE halloysite clay during
the period totaled $49,982, a decline of 78%, when compared to the same period in 2019. The decline in sales of DRAGONITE halloysite
clay was driven primarily by the absence of sales totaling $192,000 to a manufacturer of specialty molecular sieves, partially
offset by sales totaling $19,000 to a manufacturer of oil field products. Sales of AMIRON during the period totaled $93,611, an
increase of 100% when compared to the same period in 2019. The increase was due solely to the existence of a new customer for AMIRON.
Total operating expenses for the three
months ended June 30, 2020 totaled $1,072,719, a decrease of $308,674, or 22%, compared to the same period in 2019. The decline
was driven primarily by a $317,924, or 28%, decline in general and administrative costs, partially offset by a $11,034, or 5%,
increase in production costs.
Production costs include those operating
expenses which management believes are directly related to the mining and processing of the Company’s iron oxide and halloysite
minerals, which result in the production of its AMIRON and DRAGONITE products for commercial sale. Production costs include, but
are not limited to, wages and benefits of employees who mine material and who work in the Company’s milling operations, energy
costs associated with the operation of the Company’s two mills, the cost of mining and milling supplies and the cost of the
maintenance and repair of the Company’s mining and milling equipment. Wages and energy are the two largest components of
the Company’s production costs.
Production costs incurred during the three
months ended June 30, 2020 were $230,487, an increase of $11,034, or 5%, compared to the same period in 2019. The increase was
driven primarily by an increase of $85,518 in payroll expense, an increase of $6,430 in worker’s compensation expense, an
increase of $9,908 in hauling expense, an increase of $43,533 in utilities, and an increase of $7,589 in equipment rental, partially
offset by a decrease of $16,042 in freight expense, and a decrease of $6,194 in health insurance.
Exploration costs include operating expenses
incurred at the Dragon Mine that are not directly related to production activities. Exploration costs incurred during the three
months ended June 30, 2020 were $42,045, an $1,784, or 4%, decline compared to the same period in 2019. The decline was due to
a general reduction in non-production-related wage, healthcare, and tax expenses at the Dragon Mine.
General and administrative expenses incurred
during the three months ended June 30, 2020 totaled $800,187, an $317,924, or 28%, decline when compared to the same period in
2019. The decrease was due primarily to a decline of $114,284 in payroll expense, a decline of $31,317 in travel and entertainment
related to a decrease in customer visits, a decrease of $3,530 in D&O expense, a decrease of $135,272 in equity-based compensation
related primarily to an annual grant of options to directors, a decrease of $29,189 in director expense and a decrease of $5,347
in healthcare insurance expense related primarily to a decline in headcount.
Operating loss incurred during the three
months ended June 30, 2020 was $929,126, a $233,331, or 20%, decrease when compared to the same period in 2019. The decline was
driven primarily by a $317,924 decrease in general and administrative expense, offset by a $75,343 decrease in revenue and a $11,034
increase in production costs when compared to the same period in 2019.
Total Other Expense was $454,187 for the three months ended
June 30, 2020 compared to Total Other Expense of $530,418 in same period in 2019. The $76,231 decline in Total Other Expense was
due primarily to a $79,994 decrease in PIK Note interest expense, partially offset by a $4,845 increase in PIK Note Discount amortization
expense, when compare to the same period in 2019.
Net Loss for the three-month period ending
June 30, 2020 was $1,383,313, a decline of $309,562, or 18%, when compared to the same period in 2019. The decrease was primarily
driven by a $233,331 decline in operating loss and $76,231 decrease in Total Other Expense.
Six Months Ended June 30, 2020 Compared to Six Months
Ended June 30, 2019
Results of Operations
The following sets forth, for the periods indicated, certain
components of our operating earnings, including such data stated as percentage of revenues:
|
|
|
Six Months Ended June 30,
|
|
|
Variance
|
|
|
|
|
2020
|
|
|
2019
|
|
|
$
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
296,069
|
|
|
$
|
339,463
|
|
|
$
|
(43,394
|
)
|
|
|
(13
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production costs
|
|
|
450,038
|
|
|
|
445,158
|
|
|
|
4,880
|
|
|
|
1
|
%
|
|
Exploration costs
|
|
|
87,679
|
|
|
|
77,596
|
|
|
|
10,083
|
|
|
|
13
|
%
|
|
General and administrative
|
|
|
1,435,122
|
|
|
|
1,930,681
|
|
|
|
(495,559
|
)
|
|
|
(26
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
1,972,839
|
|
|
|
2,453,435
|
|
|
|
(480,596
|
)
|
|
|
(20
|
)%
|
|
Operating Loss
|
|
|
(1,676,770
|
)
|
|
|
(2,113,972
|
)
|
|
|
(437,202
|
)
|
|
|
(21
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME(EXPENSE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net, including amortization of deferred financing cost and debt discount
|
|
|
(899,868
|
)
|
|
|
(923,851
|
)
|
|
|
(23,983
|
)
|
|
|
(3
|
)%
|
|
Other income, net
|
|
|
1,300,349
|
|
|
|
2,367
|
|
|
|
1,297,982
|
|
|
|
54,837
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expense)
|
|
|
400,481
|
|
|
|
(921,484
|
)
|
|
|
1,321,965
|
|
|
|
143
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(1,276,289
|
)
|
|
$
|
(3,035,456
|
)
|
|
$
|
(1,759,167
|
)
|
|
|
(173
|
)%
|
Revenue for the six months ended June 30,
2020 totaled $296,069, a decrease of $43,394, or 13%, compared to the same period in 2019. The decrease was driven primarily the
absence of sales of DRAGONITE halloysite clay totaling $288,000 to a manufacturer of specialty molecular sieves, partially offset
by sales of AMIRON totaling $145,727 to a cement company and DRAGONITE sales totaling $93,100 to an oilfield products manufacturer
and a manufacturer of plastic lawn care products.
Sales of DRAGONITE during the period totaled
$150,117, a decrease of 56.3% compared to the same period in 2019. The decrease was driven primarily by the absence of sales totaling
$288,000 to a manufacturer of specialty molecular sieves, partially offset by sales totaling $53,200 to an oilfield products manufacturer
and sales of $39,900 to a manufacturer of plastic lawn care products. Sale of AMIRON during the period totaled $145,727, a 100%
increase compared to the same period in 2019. The increase was due solely to the existence of a new customer for AMIRON.
Total operating expenses for the six months
ended June 30, 2020 totaled $1,972,839, a decrease of $480,596, or 20%, compared to the same period in 2019. The decline was driven
primarily by a $495,559, or 26%, decline in general and administrative costs, partially offset by an increase of $10,083 or 13%
in exploration costs.
Production costs include those operating expenses which
management believes are directly related to the mining and processing of the Company’s iron oxide and halloysite minerals,
which result in the production of its AMIRON and DRAGONITE products for commercial sale. Production costs include, but are not
limited to, wages and benefits of employees who mine material and who work in the Company’s milling operations, energy costs
associated with the operation of the Company’s two mills, the cost of mining and milling supplies and the cost of the maintenance
and repair of the Company’s mining and milling equipment. Wages and energy are the two largest components of the Company’s
production costs.
Production costs incurred during the six
months ended June 30, 2020 were $450,038, an increase of $4,880, or 1%, compared to the same period in 2019. The increase was driven
primarily by a $10,756 increase in hauling expense, a $7,750 increase in safety expense, a $17,384 increase in explosive expense
and $14,958 increase in utilities, partially offset by a decrease of $22,678 in freight and shipping expense and a decrease of
$21,497 in payroll expenses.
Exploration costs include operating expenses
incurred at the Dragon Mine that are not directly related to production activities. Exploration costs incurred during the six months
ended June 30, 2020 were $87,679, a $10,083, or 13%, increase compared to the same period in 2019. The increase was due to a general
increase in payroll related expenses at the Dragon Mine.
General and administrative expenses incurred
during the six months ended June 30, 2020 totaled $1,435,122, a decline of $495,559, or 26%, when compared to the same period in
2019. The decline was driven primarily by a decrease in payroll expenses totaling $157,065, a decline in option expense totaling
$194,035, a decline in travel and related expense of $53,889, a decline in dues and subscription fees totaling $11,654, a decline
in insurance expense totaling $23,106, a decline in consulting fees totaling $34,617 and a decline in director fees totaling $24,189.
Operating loss incurred during the six
months ended June 30, 2020 was $1,676,770, a $437,202, or 21%, decrease when compared to the same period in 2019. The decline was
driven by a $495,559 decline in general and administrative expense, a $43,394 decline in revenue and a $10,083 increase in exploration
costs when compared to the same period in 2019.
Total Other Income for the six months ended
June 30, 2020 was $400,481, an increase of $1,321,965, or 143%, when compared to the same period in 2019. The increase was driven
primarily to the $1,300,000 income from an exploration agreement and a $23,983 decrease in interest expense when compared to the
same period in 2019.
Net Loss for the six-month period ending
June 30, 2020 was $1,276,289, a decline of $1,759,167, or 173%, when compared to the same period in 2019. The decline was driven
by an $1,321,965 increase in Total Other Income and a $437,202 decline in operating loss.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a history of recurring losses from operations
and the use of cash in operating activities. For the six months ended June 30, 2020, the Company’s net loss was $1,276,289
and cash provided by operating activities was $311,399. As of June 30, 2020, the Company had current assets of $428,776 and current
liabilities of $3,042,276 of which $362,483 was accrued PIK Note interest expected to be paid in additional PIK Notes. The Company’s
current liabilities also include (i) $438,477 of accrued salaries deferred by certain members of management until the Company’s
liquidity improves, (ii) $960,811 of accrued directors fee as determined by the Company’s Board, (iii) $119,269 of payables
to a compounder for which it has agreed to satisfy in halloysite product, (iv) $132,635 of disputed or erroneously accrued expenses
and (v) $223,075 of PPP Funding payable which the Company expected to be forgiven by the U.S. government.
Management believes that in order for the
Company to meet its obligations arising from normal business operations through August 14, 2021 that the Company may be required
(i) to raise additional capital either in the form of a private placement of common stock or debt and/or (ii) generate additional
sales of its products that will generate sufficient operating profit and cash flows to fund operations. Without additional
capital or additional sales of its products, the Company’s ability to continue to operate may be limited.
Based on the Company’s current cash
usage expectations, management believes it may not have sufficient liquidity to fund its operations through August 14, 2021. Further,
management cannot provide any assurance that it is probable that the Company will be successful in accomplishing any of its plans
to raise debt or equity financing or generate additional product sales. Collectively these factors raise substantial doubt regarding
the Company’s ability to continue as going concern. These financial statements do not include any adjustments to the recoverability
and classification of recorded assets amounts and classification of liabilities that might be necessary should the Company not
be able to continue as a going concern.
Cash provided by operating activities during
the six months ended June 30, 2020 was $311,399 compared to $1,571,006 used during the same period in 2019. The $1,882,405 increase
in cash provided during the period was due primarily to a $1,300,000 increase in exploration agreement revenue and a $435,436 increase
in accounts payable results from cash management. Cash used in operating activities during 2020 before adjusting for changes in
operating assets and liabilities was $370,754, $1,538,253 less than the comparable period in 2019.
Cash used in financing activities during
the six months ended June 30, 2020 was $134,855 compared to $524,541 provided during the same period in 2019. The $389,686 decrease
in cash used during the period was due primarily to $113,750 of proceeds from notes issued and $223,075 of proceeds from the Paycheck
Protection Program Loan.
Total assets at June 30, 2020 were $1,452,818
compared to $1,489,180 at December 31, 2019, a decrease of $36,362 due primarily to decrease in the Company operating lease right-of-use
assets. Total liabilities were $47,501,493 compared to $46,273,329 at December 31, 2019. The increase of $1,228,164 in total liabilities
was due primarily to the increase in Payroll Protection Program Loan, increase in accounts payable results from cash management,
amortization of PIK Notes debt discount which increased the carrying value of PIK Notes payable, proceeds from issuance of notes
payable and offset by repayment of notes payable to related party.
ISSUANCE OF CONVERTIBLE DEBT
For information with respect to issuance
of convertible debt, see Note 8 of Notes to Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report.
OFF-BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements
between the Company and any other entity that have, or are reasonable likely to have, a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital
resources that is material to investors.
