UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 001-32074
MINES MANAGEMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
|
IDAHO |
|
91-0538859 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
905 W. Riverside Avenue, Suite 311 |
|
|
|
Spokane, Washington |
|
99201 |
|
(Address Of Principal Executive Offices) |
|
(Zip Code) |
(509) 838-6050
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer o |
|
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At November 16, 2015, 29,814,040 common shares, par value $0.001 per share, were issued and outstanding.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Information contained in or incorporated by reference into this Quarterly Report on Form 10-Q may contain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. The use of any of the words “development”, “anticipate”, “continues”, “estimate”, “expect”, “may”, “project”, “should”, “believe”, or similar expressions are intended to identify such statements. Forward-looking statements included in this report relate to, among other things, comments regarding further exploration and evaluation of the Montanore Project, including drilling activities, engineering and environmental studies, environmental, reclamation and permitting requirements and the process and timing and the costs associated with the foregoing; the process and timing associated with the Montanore Project permitting process, including the issuance of a final environmental impact statement and a record of decision; financing needs, including the financing required to fund the Company’s ongoing activities, sources of financing and the effect of existing and future financing structures on future financing, joint venture or business combination transactions; planned expenditures and cash requirements for the fourth quarter of 2015; the potential effect the Company’s current litigation may have on its planned operations; and future plans relating to the potential structures for continued exploration and potential development of the Montanore deposit. We believe the expectations reflected in those forward-looking statements are reasonable. However, we cannot assure that the expectations will prove to be correct. Certain cautionary statements are also included elsewhere in this report, including, without limitation, in conjunction with the forward-looking statements. All forward-looking statements speak only as of the date made. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, we undertake no obligation to update any forward-looking statements. Factors that could cause actual results to differ materially from our expectations include, among others, those factors referenced in the “Risk Factors” section of this report and our Annual Report on Form 10-K for the year ended December 31, 2014 and such things as:
· the need for additional financing to continue our business and complete the underground evaluation program and whether such financing will be available on acceptable terms or at all;
· terms of proposals the Company may receive relating to the acquisition or joint venture development of the Montanore Project;
· financial market conditions and the availability of financing, or its availability on terms acceptable to us;
· the history of losses, which we expect to continue for the foreseeable future;
· the potential depressive effect of the potential issuances of common stock or securities exercisable or convertible to common stock on the market price of our common stock;
· future dilution of shareholders by the exercise of warrants or options, and the depressive effect on the stock price of the existence of a significant number of outstanding warrants and options;
· the absence of proven or probable reserves, and uncertainty regarding whether reserves will be established at our Montanore Project;
· the speculative nature of exploration for mineral resources, including variations in ore grade and other characteristics affecting mining and mineral recoveries, which involves substantial expenditures and is frequently non-productive;
· the availability, terms, conditions, costs, timing of, or delays in receiving required governmental permits and approvals;
· challenges by environmental groups and others to the issuance of the biological opinion and potential challenges to other steps in the exploration and development of the Montanore Project;
· the competitive nature of the mining industry;
· changes in geological information and the interpretation thereof;
· worldwide economic and political events affecting the supply of and demand for silver and copper and volatility in the market price for silver and copper;
· ongoing reclamation obligations on the Montanore Project properties;
· significant government regulation of mining activities;
· environmental risks;
· uncertainty regarding title to some of our properties;
· the volatility of the market price of our common stock;
· the availability of experienced employees;
· other factors, many of which are beyond our control.
MINES MANAGEMENT, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2015
|
|
|
|
|
Page | |
|
|
| ||||
|
|
|
|
|
| |
|
|
|
i | |||
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
9 | ||
|
|
|
12 | |||
|
|
|
12 | |||
|
|
|
|
|
| |
|
|
| ||||
|
|
|
|
|
| |
|
|
|
14 | |||
|
|
|
15 | |||
|
|
|
16 | |||
|
|
|
16 | |||
|
|
|
16 | |||
|
|
|
16 | |||
|
|
|
16 | |||
|
|
|
|
|
| |
|
|
17 | ||||
Contents
|
|
|
Page |
|
|
|
|
|
FINANCIAL STATEMENTS (unaudited): |
|
|
|
|
|
|
|
|
1 | |
|
|
|
|
|
|
2 | |
|
|
|
|
|
|
3 | |
|
|
|
|
|
|
4 | |
|
|
|
|
|
|
5-9 |
Mines Management, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
|
|
September 30, |
|
December 31, |
| ||
|
Assets |
|
|
|
|
| ||
|
CURRENT ASSETS: |
|
|
|
|
| ||
|
Cash and cash equivalents |
|
$ |
343,664 |
|
$ |
3,862,462 |
|
|
Interest receivable |
|
3,326 |
|
4,484 |
| ||
|
Prepaid expenses and deposits |
|
370,924 |
|
307,951 |
| ||
|
Total current assets |
|
717,914 |
|
4,174,897 |
| ||
|
|
|
|
|
|
| ||
|
PROPERTY AND EQUIPMENT: |
|
|
|
|
| ||
|
Buildings and leasehold improvements |
|
836,454 |
|
836,454 |
| ||
|
Equipment |
|
6,361,318 |
|
6,361,318 |
| ||
|
Office equipment |
|
344,657 |
|
343,897 |
| ||
|
|
|
7,542,429 |
|
7,541,669 |
| ||
|
Less accumulated depreciation |
|
7,054,493 |
|
6,997,153 |
| ||
|
|
|
487,936 |
|
544,516 |
| ||
|
OTHER ASSETS: |
|
|
|
|
| ||
|
Available-for-sale securities |
|
4,271 |
|
2,467 |
| ||
|
Reclamation deposits |
|
1,184,966 |
|
1,184,966 |
| ||
|
|
|
1,189,237 |
|
1,187,433 |
| ||
|
|
|
$ |
2,395,087 |
|
$ |
5,906,846 |
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
| ||
|
CURRENT LIABILITIES: |
|
|
|
|
| ||
|
Accounts payable |
|
$ |
511,963 |
|
$ |
326,570 |
|
|
Payroll and payroll taxes payable |
|
76,793 |
|
18,141 |
| ||
|
Dividends payable |
|
52,890 |
|
52,890 |
| ||
|
Total current liabilities |
|
641,646 |
|
397,601 |
| ||
|
|
|
|
|
|
| ||
|
LONG-TERM LIABILITIES: |
|
|
|
|
| ||
|
Asset retirement obligation |
|
521,842 |
|
503,279 |
| ||
|
Total liabilities |
|
1,163,488 |
|
900,880 |
| ||
|
|
|
|
|
|
| ||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
| ||
|
STOCKHOLDERS’ EQUITY: |
|
|
|
|
| ||
|
Preferred shares — no par value, 10,000,000 shares authorized; Series B 6% convertible preferred shares — $1,000 stated value, 3,526 shares issued and outstanding |
|
3,526,000 |
|
3,526,000 |
| ||
|
Common shares — $0.001 par value, 100,000,000 shares authorized; 29,814,040 shares issued and outstanding |
|
29,814 |
|
29,814 |
| ||
|
Additional paid-in capital |
|
87,861,681 |
|
87,685,232 |
| ||
|
Accumulated deficit |
|
(90,179,002 |
) |
(86,226,382 |
) | ||
|
Accumulated other comprehensive losses |
|
(6,894 |
) |
(8,698 |
) | ||
|
Total stockholders’ equity |
|
1,231,599 |
|
5,005,966 |
| ||
|
|
|
$ |
2,395,087 |
|
$ |
5,906,846 |
|
See accompanying notes to condensed consolidated financial statements.
Mines Management, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
| ||||
|
REVENUE: |
|
|
|
|
|
|
|
|
| ||||
|
Royalties |
|
$ |
— |
|
$ |
4,622 |
|
$ |
— |
|
$ |
19,540 |
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
General and administrative |
|
401,529 |
|
544,983 |
|
1,462,909 |
|
1,836,846 |
| ||||
|
Technical services |
|
252,990 |
|
480,274 |
|
1,094,364 |
|
1,566,613 |
| ||||
|
Depreciation |
|
13,938 |
|
201,749 |
|
57,340 |
|
614,541 |
| ||||
|
Legal, accounting, and consulting |
|
228,287 |
|
261,529 |
|
985,776 |
|
796,441 |
| ||||
|
Fees, filing, and licenses |
|
136,546 |
|
139,983 |
|
186,906 |
|
213,149 |
| ||||
|
Total operating expenses |
|
1,033,290 |
|
1,628,518 |
|
3,787,295 |
|
5,027,590 |
| ||||
|
LOSS FROM OPERATIONS |
|
(1,033,290 |
) |
(1,623,896 |
) |
(3,787,295 |
) |
(5,008,050 |
) | ||||
|
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
| ||||
|
Gain from sale of property and equipment |
|
— |
|
110,700 |
|
— |
|
122,600 |
| ||||
|
Interest income (expense), net |
|
(10,316 |
) |
2,912 |
|
(6,655 |
) |
9,118 |
| ||||
|
|
|
(10,316 |
) |
113,612 |
|
(6,655 |
) |
131,718 |
| ||||
|
NET LOSS |
|
(1,043,606 |
) |
(1,510,284 |
) |
(3,793,950 |
) |
(4,876,332 |
) | ||||
|
CUMULATIVE PREFERRED STOCK DIVIDENDS |
|
(52,890 |
) |
(36,565 |
) |
(158,670 |
) |
(36,565 |
) | ||||
|
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(1,096,496 |
) |
$ |
(1,546,849 |
) |
$ |
(3,952,620 |
) |
$ |
(4,912,897 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET LOSS PER SHARE (basic and diluted) |
|
$ |
(0.04 |
) |
$ |
(0.05 |
) |
$ |
(0.13 |
) |
$ |
(0.17 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (basic and diluted) |
|
29,814,040 |
|
29,554,227 |
|
29,814,040 |
|
29,258,644 |
| ||||
See accompanying notes to condensed consolidated financial statements.
Mines Management, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 |
| ||||
|
Net Loss |
|
$ |
(1,043,606 |
) |
$ |
(1,510,284 |
) |
$ |
(3,793,950 |
) |
$ |
(4,876,332 |
) |
|
Adjustment to net unrealized gain (loss) on marketable securities |
|
(803 |
) |
(1,548 |
) |
1,804 |
|
(8,525 |
) | ||||
|
COMPREHENSIVE LOSS |
|
$ |
(1,044,409 |
) |
$ |
(1,511,832 |
) |
$ |
(3,792,146 |
) |
$ |
(4,884,857 |
) |
See accompanying notes to condensed consolidated financial statements.
Mines Management, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
Nine Months Ended |
| ||||
|
|
|
2015 |
|
2014 |
| ||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
|
Net loss |
|
$ |
(3,793,950 |
) |
$ |
(4,876,332 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
|
Stock-based compensation |
|
176,449 |
|
216,393 |
| ||
|
Depreciation |
|
57,340 |
|
614,541 |
| ||
|
Accretion of asset retirement obligation |
|
18,563 |
|
17,686 |
| ||
|
Gain on sale of property and equipment |
|
— |
|
(122,600 |
) | ||
|
Changes in assets and liabilities: |
|
|
|
|
| ||
|
Interest receivable |
|
1,158 |
|
3,644 |
| ||
|
Prepaid expenses and deposits |
|
(62,973 |
) |
(99,369 |
) | ||
|
Accounts payable |
|
185,393 |
|
169,266 |
| ||
|
Payroll and payroll taxes payable |
|
58,652 |
|
(1,381 |
) | ||
|
Net cash used in operating activities |
|
(3,359,368 |
) |
(4,078,152 |
) | ||
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
|
Proceeds from disposition of property and equipment |
|
— |
|
122,913 |
| ||
|
Purchase of property and equipment |
|
(760 |
) |
— |
| ||
|
Proceeds from certificates of deposit |
|
— |
|
1,565,577 |
| ||
|
Net cash provided by (used in) investing activities |
|
(760 |
) |
1,688,490 |
| ||
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
|
Net proceeds from sale of preferred stock |
|
— |
|
3,494,076 |
| ||
|
Net proceeds from sales of common stock |
|
— |
|
177,750 |
| ||
|
Cumulative preferred stock dividends |
|
(158,670 |
) |
(717 |
) | ||
|
Net cash provided by (used in) financing activities |
|
(158,670 |
) |
3,671,109 |
| ||
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
(3,518,798 |
) |
1,281,447 |
| ||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
3,862,462 |
|
4,145,092 |
| ||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
343,664 |
|
$ |
5,426,539 |
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
|
|
| ||
|
Cash paid for interest |
|
$ |
11,535 |
|
$ |
— |
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: |
|
|
|
|
| ||
|
Accrual of cumulative preferred stock dividends |
|
$ |
52,890 |
|
$ |
35,848 |
|
|
Preferred shares converted to common shares |
|
$ |
— |
|
$ |
474,000 |
|
See accompanying notes to condensed consolidated financial statements.
NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations:
Mines Management, Inc. (the Company) is an Idaho corporation incorporated in 1947. The Company acquires, explores, and develops mineral properties in North America. The Company’s principal mineral property interest, the Montanore Project, is held by its wholly owned subsidiaries, Newhi Inc. and Montanore Minerals Corp. The Company’s properties, including the Montanore property, are currently in the exploration stage; none of its properties are currently in production. The Company has commenced re-permitting of the Montanore Project and is determining its feasibility for development. Approval by regulatory agencies will be required before the Montanore Project can proceed with exploration and project development. The Company’s business, operations and financial condition are subject to significant risks and uncertainties, including failing to secure additional funding to continue its business or execute its planned advanced evaluation and delineation drilling program at the Montanore Project.
Summary of Significant Accounting Policies:
These unaudited interim financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair presentation of the interim financial statements have been included.
The preparation of financial statements in accordance with U.S. GAAP 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 condensed consolidated 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 consolidated financial position and results of operations. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.
For further information, refer to the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
(a) Going concern
The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern and do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company is an exploration stage company and has incurred losses since the inception of its exploration stage. The Company currently does not have a recurring source of revenue sufficient to fund normal operations and its ability to continue as a going concern is dependent on the Company’s ability to secure sufficient funding for its future exploration and working capital requirements, which may include the sale of its equity or debt securities, and the eventual profitable exploitation of its mining properties. The Company’s plans for the long-term continuation as a going concern include securing additional external funding and the eventual profitable operation of its mining property. There can be no assurance that the Company will succeed in securing additional funding on terms acceptable to the Company or at all, or in generating future profitable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
(b) Mining properties, exploration and development costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized, including payments to acquire mineral rights. Once a feasibility study has been completed and approved by management, and a decision is made to put the ore body into production, expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on the units of production basis over proven and probable reserves. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
(c) Fair value measurements
The Company discloses the inputs used to develop the fair value measurements for the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as well as the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Quoted prices in inactive markets for identical assets or liabilities, quoted prices for similar assets or liabilities in active markets, or other observable inputs either directly related to the asset or liability or derived principally from corroborated observable market data.
Level 3: Unobservable inputs due to the fact that there is little or no market activity.
(d) Stock compensation
The Company measures and records the costs of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, recognized over the period during which an employee is required to provide services in exchange for such award. Compensation cost is recognized for awards granted and for awards modified, repurchased or cancelled.
(e) Net loss per share
Basic earnings or loss per share is computed on the basis of the weighted average number of shares outstanding during the period. Diluted earnings or loss per share is calculated on the basis of the weighted average number of shares outstanding during the period plus the effect of potential dilutive shares during the period. Potential dilutive shares include outstanding stock options and warrants. For periods in which a net loss is reported, potential dilutive shares are excluded because they are antidilutive. Therefore, basic loss per share is the same as diluted loss per share for the periods ended September 30, 2015 and 2014.
(f) Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (“FASB”) issued guidance with regard to Development Stage Entities which eliminates the requirement for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company adopted the provisions of this guidance effective January 1, 2015. Adoption of this update is expected to affect only the presentation and disclosures of the Company’s consolidated financial statements.
In August 2014, the FASB issued a new going concern standard which defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Adoption of this update is expected to affect only the presentation and disclosures of the Company’s consolidated financial statements.
(g) Subsequent events
The Company evaluated events and transactions subsequent to the balance sheet date of September 30, 2015 for potential recognition or disclosure in the condensed consolidated financial statements.
NOTE 2 — CERTIFICATE OF DEPOSIT:
The Company has a certificate of deposit in the amount of $1,124,055 pledged as security for a Letter of Credit to the Montana Department of Environmental Quality as a reclamation guarantee for the Montanore expansion evaluation program. This certificate matures on January 3, 2016, bears interest at the rate of 0.40% and renews automatically each year. This certificate of deposit is included with reclamation deposits on the Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014.
NOTE 3 — AVAILABLE-FOR-SALE SECURITIES:
Available-for-sale securities are comprised of common stocks which have been valued using quoted market prices in active markets. The following table summarizes the Company’s available-for-sale securities:
|
|
|
September 30, |
|
December 31, |
| ||
|
Cost |
|
$ |
11,165 |
|
$ |
11,165 |
|
|
Unrealized Losses |
|
(6,894 |
) |
(8,698 |
) | ||
|
Fair Market Value |
|
$ |
4,271 |
|
$ |
2,467 |
|
NOTE 4 — FAIR VALUE MEASUREMENTS:
The following table summarizes the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2015, and the fair value calculation input hierarchy level determined to apply to each asset and liability category. Quoted market prices were used to determine the fair value of available-for-sale securities. The Company has no financial assets or liabilities that are measured at fair value on a nonrecurring basis.
|
|
|
September 30, |
|
December 31, |
|
Input |
| ||
|
Assets: |
|
|
|
|
|
|
| ||
|
Available-for-sale securities |
|
$ |
4,271 |
|
$ |
2,467 |
|
Level 1 |
|
|
Liabilities: |
|
|
|
|
|
|
| ||
|
Asset retirement obligation |
|
$ |
521,842 |
|
$ |
503,279 |
|
Level 3 |
|
The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value during the nine months ended September 30, 2015 and 2014:
|
|
|
Asset Retirement Obligation |
| ||||
|
|
|
2015 |
|
2014 |
| ||
|
Balance January 1 |
|
$ |
503,279 |
|
$ |
479,488 |
|
|
Accretion expense |
|
6,046 |
|
5,760 |
| ||
|
Balance March 31 |
|
509,325 |
|
485,248 |
| ||
|
Accretion expense |
|
6,186 |
|
5,894 |
| ||
|
Balance June 30 |
|
515,511 |
|
491,142 |
| ||
|
Accretion expense |
|
6,331 |
|
6,032 |
| ||
|
Balance September 30 |
|
$ |
521,842 |
|
$ |
497,174 |
|
NOTE 5 — CONCENTRATION OF CREDIT RISK:
The Company maintains most of its cash and cash equivalents in one financial institution. To date, the Company has not experienced a material loss or lack of access to its invested cash or cash equivalents; however, no assurance can be provided that access to the Company’s invested cash and cash equivalents will not be impacted by adverse conditions in the financial markets. The total uninsured bank deposit balance on the Company’s bank statements was approximately $1,225,000 as of September 30, 2015.
NOTE 6 — STOCKHOLDERS’ EQUITY:
Common Shares:
For a description of the public offerings and sales of common stock that occurred prior to 2014, refer to the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
Preferred Shares:
The Company sold to one investor 4,000 units consisting of one share of the Company’s Series B 6% convertible preferred stock (the “preferred stock”), no par value, and a warrant to purchase the Company’s common stock, par value $0.001 per share, at a stated value of $1,000 per unit. Each share of preferred stock is immediately convertible into shares of common stock at a conversion rate of approximately 1,271 shares of common stock for each share of preferred stock (equivalent to a conversion price of $0.7866 per share of common stock). The conversion rate is subject to downward adjustment upon the Company issuing or selling shares of the Company’s common stock for a per share price less than the then applicable conversion rate. The offering yielded gross proceeds, before offering expenses, of $4.0 million (net proceeds of $3.5 million after deducting placement agent and investor fees and expenses and other offering expenses). The preferred stock has no voting rights but will entitle the holders to receive cumulative dividends at the rate of 6% per annum per share, payable quarterly. The dividends are payable in either cash or common stock at the Company’s discretion. As of September 30, 2015, 474 shares of the preferred stock had been converted into 602,592 shares of common stock. Upon the occurrence of certain events the Company believes are within its control, the holders of the preferred shares may have the option to require the Company to redeem them at a price greater than the stated value, convert them into common shares at penalty rates or increase the dividend rate to 18% per annum.
Warrants: Each warrant is immediately exercisable and allows the holder to purchase approximately 636 shares of the Company’s common stock. The warrants are not listed on a national securities exchange and do not have the rights or privileges of a holder of common stock, including any voting rights, until the holder exercises the warrant. Upon the occurrence of a Fundamental Transaction, as defined in the warrant, the Company or its successor may be required to purchase the unexercised portion of the warrant from the warrant holder. The following table summarizes exercise prices and expiration dates of outstanding common stock purchase warrants as of September 30, 2015.
|
Number of Warrants |
|
Exercise Price Per Share |
|
Expiration Date |
| |
|
4,000 |
|
$ |
1.0816 |
|
November 30, 2018 |
|
Liquidation: Upon any dissolution, liquidation or winding up, whether voluntary or involuntary, holders of the preferred stock are entitled to receive distributions out of the Company’s assets, whether capital or surplus, before any distributions may be made on any other outstanding classes of stock. The amount received by holders of the preferred stock will be equal to the stated value of $1,000 per share of preferred stock plus any accrued and unpaid dividends thereon, and any other fees or liquidated damages then due and owing.
NOTE 7 — STOCK OPTIONS:
For a description of the Company’s Equity Incentive Plans, refer to the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. A summary of the stock option activity under the Company’s Equity Incentive Plans as of September 30, 2015, and changes during the period then ended, is presented below:
|
|
|
Number of |
|
Weighted- |
|
Weighted- |
|
Aggregate |
| ||
|
Outstanding at January 1, 2015 |
|
4,876,000 |
|
$ |
1.31 |
|
|
|
|
| |
|
Forfeited or expired |
|
(539,000 |
) |
$ |
2.48 |
|
|
|
|
| |
|
Outstanding at March 31, 2015, June 30, 2015 and September 30, 2015 |
|
4,337,000 |
|
$ |
1.16 |
|
2.57 |
|
$ |
— |
|
|
Exercisable at September 30, 2015 |
|
3,987,000 |
|
$ |
1.21 |
|
2.40 |
|
$ |
— |
|
The fair value for each option award is estimated at the date of grant using the Black-Scholes option-pricing model. Volatility for the periods presented is based on the historical volatility of the Company’s common shares over the expected life of the option. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company does not foresee the payment of dividends in the near term.
|
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
|
2015(1) |
|
2014(1) |
|
2015(1) |
|
2014 |
| ||||
|
Weighted average risk-free interest rate |
|
— |
|
— |
|
— |
|
0.91 |
% | ||||
|
Weighted average volatility |
|
— |
|
— |
|
— |
|
73.08 |
% | ||||
|
Expected dividend yield |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Weighted average expected life (in years) |
|
— |
|
— |
|
— |
|
3.0 |
| ||||
|
Weighted average grant-date fair value |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
0.44 |
|
(1) No stock options were granted during the nine months ended September 30, 2015 or the three months ended September 30, 2014.
During the nine months ended September 30, 2015, there were no stock options exercised. During the three months ended September 30, 2014, there were no stock options exercised. During the nine months ended September 30, 2014, there were 237,000 stock options exercised with a weighted average exercise price of $0.90 and a total intrinsic value of $88,724.
A summary of the status of the Company’s nonvested stock options as of September 30, 2015 and changes during the period then ended is presented below:
|
|
|
Number of |
|
Weighted- |
| |
|
Nonvested at January 1, 2015 and March 31, 2015 |
|
900,000 |
|
$ |
0.28 |
|
|
Vested |
|
(550,000 |
) |
0.31 |
| |
|
Nonvested at June 30, 2015 and September 30, 2015 |
|
350,000 |
|
0.24 |
| |
As of September 30, 2015, there was no unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Company’s Equity Incentive Plans.
Total compensation costs recognized for stock-based employee compensation awards was $11,273 and $73,355 for the three months ended September 30, 2015 and 2014, respectively. Total compensation costs recognized for stock-based employee compensation awards was $176,449 and $216,393 for the nine months ended September 30, 2015 and 2014, respectively. These costs were included in general and administrative expenses and technical services and exploration expenses on the Condensed Consolidated Statements of Operations. There were no costs recognized for stock-based compensation awards for services performed by outside parties during the three months ended September 30, 2015 and 2014, respectively. Total costs recognized for stock-based compensation awards for services performed by outside parties were $0 and $9,196 during the nine months ended September 30, 2015 and 2014, respectively. Cash received from options exercised under all share-based payment arrangements during the nine months ended September 30, 2015 and 2014 was $0 and $177,750, respectively.
NOTE 8 — SUBSEQUENT EVENTS:
During October of 2015, the Company raised $1,665,000 through the sale of certain idle equipment previously utilized for construction of infrastructure at the Montanore Project. The funds received from the sale will be utilized for general working capital and advancement of the permitting for the Montanore Project.
On October 21, 2015, the Company received a letter from NYSE MKT LLC (“NYSE MKT” or the “Exchange”) stating that the Company was still not in compliance with the continued listing standards as set forth in Section 1003(a)(i-iv) of the NYSE MKT Company Guide (the “Company Guide”). The Company’s initial plan of compliance submitted on August 3, 2015, detailing actions which it had taken, or intended to take, to regain compliance with the continued listing standards was accepted by the Exchange via letter dated September 21, 2015. By virtue of the conditions described in that letter, the Company was granted until September 30, 2015 to regain compliance with Section 1003(a)(iv) and December 31, 2016 to regain compliance with equity standards set forth in Section 1003(a)(i)-(iii) of the Company Guide. Based on the information provided by the Company through October 19, 2015, the Exchange determined that the Company had made a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) of the Company Guide by the end of the revised plan period, which is now determined to be no later than December 31, 2015.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2014, as well as with the financial statements and related notes and the other information appearing elsewhere in this report. As used in this report, unless the context otherwise indicates, references to “we,” “our,” the “Company” and “us” refer to Mines Management, Inc. and its subsidiaries collectively.
Mines Management, Inc. is an exploration stage company with a large silver-copper project, the Montanore Project, located in northwestern Montana. The Montanore Project continues to be the Company’s main focus. The Company’s goal is to become a mid-
tier producer of precious or base metals, and intends to pursue various strategic alternatives including possible joint venture arrangements. During 2015, the Company has continued to plan for advanced exploration which includes delineation drilling and, should results warrant, a definitive feasibility study on the Montanore Project. The Company continues to work toward federal and state agency permitting approvals.
Overview
· The Company’s cash reserves as of September 30, 2015, plus amounts raised in October 2015, are estimated to be sufficient to continue operations into the first quarter of 2016. Accordingly, the Company is seeking financing and may consider a joint venture of the Montanore Project or other strategic alternatives. If the Company were to issue equity at the current stock price, the conversion price of the existing Series B 6% convertible preferred stock (the “preferred stock”), would be adjusted downward to equal the issuance price, resulting in an increase in the number of shares of common stock issuable on conversion of the preferred stock. There can be no assurance that the Company will be successful in obtaining financing or entering into another type of transaction that will permit it to continue its business, or that the terms of any such financing or transaction would not make future financings or transactions more difficult or otherwise limit the Company’s flexibility or opportunities in the future. Although third parties have expressed interest in various transactions regarding the Company or the Montanore Project, and the Company has solicited indications of interest from third parties, to date the Board has not considered the terms of the proposals received to be in the best interests of the Company or its stockholders.
· On July 1, 2015, the Company received a letter from NYSE MKT LLC (“NYSE MKT” or the “Exchange”) stating that it is not in compliance with the continued listing standards as set forth in Section 1003(a)(i-iv) of the NYSE MKT Company Guide (the “Company Guide”). In order to maintain its listing, the Company submitted a plan on August 3, 2015, in accordance with the Exchange’s requirement, which addresses how it intends to regain compliance with the financial impairment standards set forth in Section 1003(a)(iv) of the Company Guide by December 31, 2015 and the equity standards set forth in Section 1003(a)(i)-(iii) of the Company Guide by December 31, 2016. During September 2015, the NYSE MKT accepted the Company’s compliance plan and granted the Company until September 30, 2015 to regain compliance with the financial impairment standards. On October 21, 2015, the NYSE MKT notified the Company that the Company had made a reasonable demonstration of its ability to regain compliance with financial impairment standards by the end of the revised plan period of December 31, 2015.
· The Company raised $1,665,000 in October 2015 through the sale of certain idle equipment previously utilized for construction of infrastructure at the Montanore Project. The funds received from the sale will be utilized for general working capital and advancement of the permitting for the Montanore Project.
· The U.S. Forest Service (“USFS”) and the Montana Department of Environmental Quality (“MDEQ”) continued to integrate clarifying comments into the Final Environmental Impact Statement (the “Final EIS”) and Record of Decision (“ROD”) as a result of the public objection process completed during the second quarter of 2015. The Company expects the permitting process to be completed by early 2016.
Montanore Permitting and Environmental
Approval by regulatory agencies is required before the Montanore Project can proceed with additional exploration and project development. The agencies involved with the major permits include the USFS, MDEQ, U.S. Army Corps of Engineers (“USACE”), and the U.S. Fish and Wildlife Service (“USFWS”). Other permits are required, including water rights, which will involve other agencies.
The permitting process requires completion of the Final EIS before a ROD is issued by the USFS and MDEQ. The Final EIS describes various elements of the project, provides analysis of impacts, includes public input, and discloses aspects of the proposed project that were considered by the agencies. The Final EIS is used by the State of Montana to support issuance of the ROD and requisite permits.
During the second quarter, the USFS objection process for the Final EIS and ROD for the Montanore Project was completed. The USFS issued a response letter requiring clarifying comments to be added to the Final EIS and ROD and indicated that upon making the required changes, the Montanore Project will be in full compliance with applicable laws. During the third quarter, the USFS and MDEQ worked to incorporate the required changes into the Final EIS and ROD. Upon completion of the Final EIS and ROD, the USFS should file a Notice of Availability in the Federal Register indicating that the Final EIS and ROD have been issued.
The MDEQ continues to advance the permitting review process and preparation of its own ROD based on the joint issuance of the Final EIS with the USFS. The MDEQ will issue its version of the Final ROD in accordance with the Montana Environmental Policy Act following the issuance of the Notice of Availability by the USFS in the Federal Register. Receipt of the federal and Montana
Final RODs provide the necessary authorizations for the Company to complete dewatering and proceed with underground drilling at the Montanore Project contingent upon meeting environmental mitigation requirements.
The MDEQ continues to work on water rights, transmission line permits, and other minor regulatory reviews that will be required to gain approval for the project. During the third quarter, the MDEQ initiated the public review process of the air quality permit and the Montana Pollutant Discharge Elimination System (“MPDES”) permit. No public comments were received on the draft air quality permit and the comment period was extended to October 2015 for the MPDES permit. Under the State of Montana’s regulations, the Company expects these permits to be issued following issuance of the Final EIS and ROD.
The other major permit required is the 404 permit issued by the USACE under the Clean Water Act. This permit is required when waters of the U.S. are impacted by a proposed action, in this case by the project tailings impoundment. It is anticipated the USACE will make a permit decision shortly after the Final EIS is issued. The State of Montana must certify the USACE Section 404 authorization through the Section 401 certification process before the USACE can issue a permit. The State has been involved throughout the 404 review process and continues to work with the USACE during 2015. The Company expects the 404 permit will be issued subsequent to the issuance of the Final ROD.
In June 2015, Save Our Cabinets, Earthworks, and Defenders of Wildlife filed a complaint in the United States District Court for the District of Montana challenging the issuance of the Biological Opinion regarding the Montanore Project by the USFWS. The USFWS has not yet responded to the complaint. The Company is not a party to this litigation. The Company does not currently expect that this litigation will delay the USFS issuance of the Final ROD.
Financial and Operating Results
The Company continues to expense all of its expenditures when incurred, with the exception of equipment and buildings which are capitalized. The Company has no revenues from mining operations. Financial results of operations include primarily general and administrative expenses, and permitting, project advancement and engineering expenses.
Quarter Ended September 30, 2015
The Company reported operating expenses of $1.0 million compared to $1.6 million for the quarters ended September 30, 2015 and 2014, respectively. The most significant factors contributing to the $0.6 million decrease in operating expenses include: (i) a $0.1 million decrease in general and administrative expenses primarily due to decreased stock compensation costs and the absence of costs during 2015 associated with the special shareholder meeting pertaining to the financing the Company completed in July of 2014, (ii) a $0.2 million decrease in technical services primarily associated with a reduction in fees paid to contractors and consultants working on the Environmental Impact Study (“EIS”) as well as a decrease in the cost of baseline studies associated with the EIS during 2015, and (iii) a $0.2 million decrease in depreciation as a result of assets reaching the end of their depreciable lives and limited acquisitions of property and equipment during the past few years. During the quarter ended September 30, 2014, operating expenses were partially offset by $0.1 million in other income resulting from the sale of the Company’s interest in an oil and gas lease with no comparable transaction during 2015. The Company reported net losses of $1.0 million and $1.5 million for the quarters ended September 30, 2015 and 2014, respectively.
Nine Months Ended September 30, 2015
The Company reported a decrease in operating expenses of $1.2 million during the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. The decrease in operating expenses consisted of a $0.4 million decrease in general and administrative expenses, a $0.5 million decrease in technical services, and a decrease of $0.5 million in depreciation, offset by an increase of $0.2 million in legal, accounting, and consulting expenditures. The $0.4 million decrease in general and administrative expenses included a decrease in payroll expenditures of $0.1 million as a result of having one less employee during 2015 compared to 2014, a $0.2 million decrease in director and stock compensation during 2015 compared to 2014, and the absence of $0.1 million in costs during 2015 associated with the special shareholder meeting pertaining to the financing the Company completed in July of 2014. The $0.5 million decrease in technical services during 2015 primarily consisted of a reduction in fees paid to contractors and consultants working on the EIS as well as a reduction in the cost of baseline studies associated with the EIS. The $0.5 million decrease in depreciation resulted from assets reaching the end of their depreciable lives with limited acquisitions of property and equipment during the past few years. The increase of $0.2 million in legal, accounting, and consulting expenditures primarily resulted from the litigation matter described in Part II, Item I, Legal Proceedings. During the nine months ended September 30, 2014, operating expenses were partially offset by other income of $0.1 million which resulted from the sale of the Company’s interest in an oil and gas lease with no comparable transaction during 2015. The Company reported net losses of $3.8 million and $4.9 million for the nine months ended September 30, 2015 and 2014, respectively.
Liquidity
During the nine months ended September 30, 2015, the net cash used in operating activities was approximately $3.4 million, which was $0.7 million less than the same period in the prior year. Net cash utilized by financing activities during the nine months ended September 30, 2015 consisted of the payment of $0.2 million cumulative preferred stock dividends. Net cash provided by financing activities during the 2014 period was $3.7 million primarily from the sale of preferred stock. Net cash provided by investing activities during the nine months ended September 30, 2014 was $1.7 million and included certificates of deposit maturing and proceeds from the sale of property and equipment. The Company’s cash and cash equivalents decreased during the nine months ended September 30, 2015 from $3.9 million at December 31, 2014 to approximately $0.3 million at September 30, 2015. During October of 2015, the Company raised $1.7 million through the sale of idle equipment previously utilized for construction of infrastructure at the Montanore Project.
The Company currently does not have enough cash on hand to fund ongoing operating expenses through the first quarter of 2016. Operating expenses are estimated at approximately $1.0 million for the fourth quarter of 2015, consisting of approximately $0.6 million for ongoing operating, legal, and general administrative expenses and $0.4 million for permitting, environmental, engineering, and geologic studies for the Montanore Project. Additional financing will be required for the Company to continue its business and operations. Accordingly, the Company is seeking financing and may consider a joint venture of the Montanore Project or other strategic alternatives. Although third parties have expressed interest in various transactions regarding the Company or the Montanore Project, and the Company has solicited indications of interest from third parties, to date the Board has not considered the terms of the proposals received to be in the best interests of the Company or its stockholders. There can be no assurance that the Company will be successful in obtaining financing or entering into another type of transaction that will permit it to continue its business, or that the terms of any such financing or transaction would not make future financings or transactions more difficult or otherwise limit the Company’s flexibility or opportunities in the future. There can be no assurance that any financing obtained will not be highly dilutive to existing stockholders. In addition, it is uncertain that the amount of any available financing would enable the Company to continue its business and operations for more than a few months, which would be unlikely to satisfy the NYSE MKT listing requirements. In addition, if the financing involves the sale of equity securities at the current market price or at a discount to the current market price, the conversion price of the existing convertible preferred stock would be adjusted downward to equal the sale price of the financing, resulting in an increase in the number of shares of common stock issuable on conversion of the convertible preferred stock. Following any such financing, the Company still must obtain external financing of approximately $25 million to $30 million to complete the evaluation drilling program at the Montanore Project and a definitive feasibility study.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our cash balances and our long term investment certificates of deposit are denominated in U.S. dollars in local and national banking institutions. We manage the timing of cash required for review of the permitting and engineering of the Montanore Project and for general corporate purposes utilizing our money market account. Our policy is to invest only in government securities rated “investment grade” or better.
The market prices of base and precious metals such as silver and copper fluctuate widely and are affected by numerous factors beyond the control of any mining company. These factors include expectations with regard to the rate of inflation, the exchange rates of the U.S. dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the market price of silver or copper should decrease, the value of the Company’s Montanore Project could decline and the Company might not be able to recover its investment in that project. Any determination to develop or construct a mine would be made long before the first revenues from production would be received. Price fluctuations between the time that such decisions are made and the commencement of production could affect the economics of the mine.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of the Company’s Chief Executive Officer and the Company’s Controller and Principal Financial Officer, has evaluated the Company’s disclosure controls and procedures as of September 30, 2015. Based upon this evaluation, the Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are designed and were effective as of September 30, 2015 to give reasonable assurances that the information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is also accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2015 that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.
In September 2007, we filed a declaratory judgment action, Mines Management, Inc., Newhi, Inc. and Montanore Minerals Corp. v. Tracie Fus et al., Cause No. DV 07-248 in Montana Nineteenth Judicial District Court, Lincoln County. In this action we sought a Court judgment against certain of the defendants that the unpatented mining claims of such defendants, allegedly located above portions of our Libby adit and overlapping certain of our patented and unpatented mining claims, mill sites and tunnel sites are invalid. The defendants subsequently asserted trespass claims against us relating to our use of certain of our mining claims, mill sites and the adit. The parties participated in a mediation in 2009 which resulted in a settlement with seven of the ten defendants. On March 21, 2013, the Court issued an order (i) enforcing the settlement with seven of the ten defendants, (ii) enjoining us from trespassing on certain mining claims owned by one of the defendants, and (iii) finding that the mining claim of another defendant is valid and superior to certain of our claims. The claims with respect to which we were enjoined from trespass do not overlap the adit. The mining claim that the Court determined was valid and superior to certain of our claims overlaps portions of the adit and portions of certain of our patented claims and unpatented mill sites and tunnel sites. We do not believe that this order affects our ability to use the adit or to conduct exploration and development operations as currently planned once we have obtained the required permits.
The Company appealed to the Montana Supreme Court, Case No. DA 13-0240, certain portions of the order. In January 2014, the Supreme Court ruled in favor of the Company remanding the case to the District Court with instructions to vacate the injunction and to conduct further proceedings. The Supreme Court reversed the District Court on the basis of lack of findings, existence of an issue of fact, lack of evidence regarding trespass and misplaced reliance on evidence that the District Court relied upon with respect to claim validity.
On remand, the Company filed a motion to substitute the District Court judge, which was denied by the same District Court judge. The Company appealed this denial to the Montana Supreme Court. The Company’s appeal was denied in September 2014. No trial date in this matter has been set.
On June 28, 2013 the Company filed a condemnation action, Montanore Minerals Corp. v. Easements and Rights of Way under through and across those certain unpatented lode mining claims et al., Cause No. CV-00133-DLC, in the United States District Court for the District of Montana, Missoula Division. In this action we sought to acquire easements and rights of way for the Montanore Project including for use of the adit and the construction and use of another underground tunnel and related equipment that are contemplated by the draft environment impact statement for the Montanore Project and other draft permits. The defendants include the defendant in the case referenced in the preceding paragraphs whose claim was determined to be valid and overlaps the existing adit. We filed a motion for a preliminary condemnation order and injunction to obtain immediate access to the easements and rights-of-way and a motion to have the court declare the subject mining claims void for failure to comply with an essential federal filing requirement. The primary defendant filed a motion requesting the court to dismiss without prejudice or stay the condemnation proceeding on abstention grounds and a motion to dismiss one of the two condemnation counts.
On April 29, 2014, the U.S. District Court in Missoula granted the Company’s motion for a preliminary condemnation order, which affirms the Company’s right of access through the Libby adit, and its right to construct another tunnel that is planned in connection with the potential construction of a mine. In addition, the U.S. District Court granted the Company’s motion for a preliminary injunction for immediate right of possession, thereby preserving the Company’s ongoing access through the adit. Our motion to declare the subject mining claims void was denied on abstention grounds. The primary defendant’s motions to dismiss without prejudice or stay the condemnation proceeding on abstention grounds was denied. The primary defendant’s motion to dismiss one of the condemnation counts was denied as moot. The court decisions referenced in this paragraph are subject to appeal. The trial on the compensation phase of the condemnation case was held in April 2015. In their report issued in May 2015, the Commissioners appointed by the court to determine the just compensation for the taking resulting from the court’s preliminary condemnation order concluded that the amount of just compensation to the defendants is $0.
On August 7, 2015, the U.S. District Court issued its final ruling affirming the Commission’s decision. The Court’s ruling remains subject to appeal. In September 2015, the defendants filed a notice of intent to appeal.
In addition to the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, investors should consider carefully the following risk factors.
We will require additional external financing to fund our continuing business activities in the future and the terms of any such financing, if obtained, may have negative effects on our flexibility and future transactions.
As of September 30, 2015, we had $0.3 million in cash and cash equivalents. With the $1.7 million of proceeds received from the sale of equipment in October 2015and anticipated costs during the remainder of 2015, we do not have enough cash on hand to fund our business and operations through the first quarter of 2016. External funding will be required for the Company to continue its business and operations. We plan to continue our efforts to secure external financing but we presently do not have agreements from any source under which such financing will be received. There can be no assurance that the Company will be successful in obtaining financing or entering into a strategic transaction that will permit it to continue its business, or that the terms of any such financing or transaction would not make future financings or transactions more difficult or otherwise limit the Company’s flexibility or opportunities in the future. There can be no assurance that any financing obtained will not be highly dilutive to existing stockholders. In addition, it is uncertain that the amount of any available financing would enable the Company to continue its business and operations for more than a few months. If no additional funding can be secured, we may not be able to remain in business or to complete a transaction with respect to the Montanore Project or any other transaction. If a financing involves the sale of equity securities at the current market price or at a discount to the current market price, the conversion price of the our existing convertible preferred stock would be adjusted downward to equal the sale price of the financing, resulting in an increase in the number of shares of common stock issuable on conversion of the convertible preferred stock.
If we are unable to comply with the NYSE MKT continued listing requirements, our common stock could be delisted from the NYSE MKT equities market. Delisting could negatively affect our stock price and investors’ ability to make transactions in our securities.
On July 1, 2015, the Company received a letter from NYSE MKT LLC (“NYSE MKT” or the “Exchange”) stating that the Company was not in compliance with the continued listing standards as set forth in Section 1003(a)(i-iv) of the NYSE MKT Company Guide (the “Company Guide”). In order to maintain its listing, the Company submitted a plan on August 3, 2015, in accordance with the Exchange’s requirement, which addresses how it intends to regain compliance with the financial impairment standards set forth in Section 1003(a)(iv) of the Company Guide by December 31, 2015 and the equity standards set forth in Section 1003(a)(i)-(iii) of the Company Guide by December 31, 2016. During September 2015, the NYSE MKT accepted the Company’s compliance plan and granted the Company until September 30, 2015 to regain compliance with the financial impairment standards. On October 21, 2015, the NYSE MKT notified the Company that the Company had made a reasonable demonstration of its ability to regain compliance with financial impairment standards by the end of the revised plan period of December 31, 2015. It is uncertain that the Company will be able to obtain sufficient external financing to continue its business and operations for more than a few months, which would be unlikely to satisfy the NYSE MKT financial impairment listing requirements.
There can be no assurance that our common stock will remain listed on the NYSE MKT. If we are delisted from the NYSE MKT, we anticipate that our common stock will trade over the counter. If our common stock is delisted from the NYSE MKT, our stockholders may face material adverse consequences, including, but not limited to, a decrease in the price of our common stock and reduced liquidity in the trading market for our common stock. Some shareholders may sell their shares, and our ability to issue additional securities or obtain additional financing in the future may be negatively affected. We would no longer be able to use a short form Form S-3 registration statement (i) for a primary offering, if our public float is not at least $75.0 million as of a date within 60 days prior to the date of filing the Form S-3, or a re-evaluation date, whichever is later, and (ii) to register the resale of our securities by persons other than us.. If we were unable to utilize a Form S-3 registration statement for primary and secondary offerings of our common stock, we would be required to file a Form S-1 registration statement, which due to regulatory review periods could delay our ability to raise funds in the future, may limit the type of offerings of common stock we could undertake, and could increase the expenses of any offering.
If our common stock were delisted and determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock in the secondary market.
If our common stock were removed from listing with the NYSE MKT, it may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules impose additional sales practice requirements on broker-dealers, subject to certain exceptions. If our common stock were delisted and determined to be a penny stock, a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock on the secondary market.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
None.
|
Exhibit No. |
|
Title of Exhibit |
|
|
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
31.2 |
|
Certification of Controller and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
|
32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act) (furnished herewith) |
|
32.2 |
|
Certification of Controller and Principal Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act) (furnished herewith) |
|
101.INS |
|
XBRL Instance Document |
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
101.CAL |
|
XBRL Taxonomy Calculation Linkbase Document |
|
101.DEF |
|
XBRL Taxonomy Definition Document |
|
101.LAB |
|
XBRL Taxonomy Label Linkbase Document |
|
101.PRE |
|
XBRL Taxonomy Presentation Linkbase Document |
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.
|
|
MINES MANAGEMENT, INC. | |
|
|
|
|
|
|
|
|
|
Date: November 16, 2015 |
By: |
/s/ Glenn M. Dobbs |
|
|
|
Glenn M. Dobbs |
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
Date: November 16, 2015 |
By: |
/s/ Nicole Altenburg |
|
|
|
Nicole Altenburg |
|
|
|
Principal Financial Officer |
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Glenn M. Dobbs, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mines Management, Inc. for the quarter ended September 30, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 16, 2015 |
|
|
|
|
|
|
/s/ Glenn M. Dobbs |
|
|
Glenn M. Dobbs |
|
|
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Nicole Altenburg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mines Management, Inc. for the quarter ended September 30, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 16, 2015 |
|
|
|
|
|
|
/s/ Nicole Altenburg |
|
|
Nicole Altenburg |
|
|
Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mines Management, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Glenn M. Dobbs |
|
|
Glenn M. Dobbs |
|
|
Chief Executive Officer |
|
|
November 16, 2015 |
|
A signed original of this written statement required by Section 906 has been provided to Mines Management, Inc. and will be retained by Mines Management, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Mines Management, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Nicole Altenburg |
|
|
Nicole Altenburg |
|
|
Principal Financial Officer |
|
|
November 16, 2015 |
|
A signed original of this written statement required by Section 906 has been provided to Mines Management, Inc. and will be retained by Mines Management, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.