Company Quick10K Filing
Quick10K
Applied Minerals
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.16 176 $28
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-10-10 Other Events, Exhibits
8-K 2019-09-11 Officers, Exhibits
8-K 2019-03-13 Officers
8-K 2018-12-06 Shareholder Vote, Other Events
8-K 2018-10-04 Accountant, Exhibits
8-K 2018-09-18 Other Events
8-K 2018-08-21 Other Events, Exhibits
8-K 2018-06-01 Officers
8-K 2018-04-30 Officers
8-K 2017-12-22 Enter Agreement
WF Woori Bank 18,983
UGHL Union Bridge Holdings 150
BSTG Biostage 15
NGLD Nevada Canyon Gold 5
EGLT Egalet 4
HIT Hospitality Investors Trust 0
YJ Yunji 0
WEWA Wewards 0
CCOH CCO Holdings 0
GOFR Best Gofer 0
AMNL 2019-06-30
Part I. Financial Information
Note 1- Organization and Description of Business
Note 2 - Liquidity and Basis of Presentation
Note 3 - Basis of Reporting and Significant Accounting Policies
Note 4 - Leases
Note 5 - Notes Payable
Note 6 - Convertible Debt (Pik Notes)
Note 7 - Stockholders' Equity
Note 8 - Options and Warrants To Purchase Common Stock
Note 9 - per Share Data
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 app006_ex31-1.htm
EX-31.2 app006_ex31-2.htm
EX-32.1 app006_ex32-1.htm
EX-32.2 app006_ex32-2.htm
EX-95 app006_ex95.htm

Applied Minerals Earnings 2019-06-30

AMNL 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 app006_10q.htm FORM 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the quarterly period ended June 30, 2019  

 

¨Transition report under section 13 or 15(d) of the Exchange Act

 

  For the transition period from   to    

 

  Commission File Number 000-31380  

  

APPLIED MINERALS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   82-0096527
(State or other jurisdiction of incorporation or organization)   (I. R. S. Employer Identification No.)
     
     
55 Washington Street - Suite 301, Brooklyn, NY   11201
(Address of principal executive offices)   (Zip Code)

 

  (212) 226-4265  
  (Issuer’s Telephone Number, Including Area Code)  

 

Former name, former address, and former fiscal year, if changed since last report

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

  YES x NO ¨  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller-reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated Filer ¨ Smaller Reporting Company x
Emerging growth company ¨            

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to xSection 13(a) of the Exchange Act.

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

  YES ¨ NO x  

 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 14, 2019 was 175,513,549.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

 

 

  

APPLIED MINERALS, INC.

(An Exploration Stage Company)

 

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS

 

    Page(s)
     
PART I. FINANCIAL INFORMATION
     
Item 1. Consolidated Financial Statements  
   
  Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018 3
     
  Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (unaudited) 4
     
  Consolidated Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2019 and 2018 (unaudited) 5
     
  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (unaudited) 6
     
  Notes to the Consolidated Financial Statements (unaudited) 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 4. Controls and Procedures 22
     
PART II. OTHER INFORMATION
   
Item 1. Legal Proceedings 23
   
Item 1A Risk Factors 23
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
     
Item 3. Defaults Upon Senior Securities 23
     
Item 4. Mine Safety Disclosures 23
     
Item 5. Other Information 23
     
Item 6. Exhibits 23
     
Signatures 24

 

 2 

 

  

PART I. FINANCIAL INFORMATION

 

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED BALANCE SHEETS

 

         
   June 30, 2019   December 31, 2018 
   (unaudited)     
ASSETS          
Current Assets          
Cash and cash equivalents  $796,793   $2,892,340 
Accounts receivable   12,128    32,654 
Deposits and prepaid expenses   144,733    364,491 
Total Current Assets   953,654    3,289,485 
           
Operating lease right-of-use assets   286,871    - 
Land   500,000    500,000 
           
Other Assets          
     Deposits   335,067    347,493 
Total Other Assets   335,067    347,493 
           
TOTAL ASSETS  $2,075,592   $4,136,978 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Accounts payable and accrued liabilities  $932,348   $840,017 
PIK Note interest accrual   302,340    343,810 
Current portion of notes payable   63,595    246,496 
Current portion of operating lease liabilities   96,861    - 
Deferred revenue   1,320    - 
Total Current Liabilities   1,396,464    1,430,323 
           
Long-Term Liabilities          
PIK Notes payable, net of $1,647,592 and $8,556,591 debt discount, respectively   42,377,938    35,036,320 
PIK Note derivative   -    1,780,072 
Operating lease liabilities   192,241    - 
Deferred rent   -    8,949 
Total Long-Term Liabilities   42,570,179    36,825,341 
           
TOTAL LIABILITIES   43,966,643    38,255,664 
           
Stockholders’ Deficit          
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding   -    - 
Common stock, $0.001 par value, 400,000,000 shares authorized, and 175,513,549 shares issued and outstanding at June 30, 2019 and December 31, 2018.   175,514    175,514 
Additional paid-in capital   73,730,188    73,525,650 
Accumulated deficit prior to the exploration stage   (20,009,496)   (20,009,496)
Accumulated deficit during the exploration stage   (95,787,257)   (87,810,354)
Total Stockholders’ Deficit   (41,891,051)   (34,118,686)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $2,075,592   $4,136,978 

 

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

 

 3 

 

  

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended June 30   For the Six Months Ended June 30 
   2019   2018   2019   2018 
                 
REVENUES  $218,936   $92,438   $339,463   $138,085 
                     
OPERATING EXPENSES:                    
Production costs   219,453    184,875    445,158    356,461 
Exploration costs   43,829    55,132    77,596    111,093 
General and administrative   1,118,111    875,909    1,930,681    2,074,955 
Depreciation expense   -    321,818    -    644,962 
Total Operating Expenses   1,381,393    1,437,734    2,453,435    3,187,471 
                     
Operating Loss   (1,162,457)   (1,345,296)   (2,113,972)   (3,049,386)
                     
OTHER (EXPENSE):                    
Interest expense, net (including amortization of deferred financing cost and debt discount)   (531,371)   (578,904)   (923,851)   (3,120,955)
Gain (loss) on revaluation of PIK Note derivative   -    1,601,423    -    (6,578,504)
Other income, net   953    3,738    2,367    353,824 
Total Other (Expense)   (530,418)   1,026,257    (921,484)   (9,345,635)
                     
NET LOSS  $(1,692,875)  $(319,039)  $(3,035,456)  $(12,395,021)
                     
Net Loss Per Common Share (Basic and Diluted)  $(0.01)  $(0.00)  $(0.02)  $(0.08)
                     
Weighted Average Common Shares Outstanding (Basic and Diluted)   175,513,549    161,874,813    175,513,549    153,860,925 

 

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

 

 4 

 

  

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Unaudited)

 

   Three Months Ended 
   Common
Stock
   Additional
Paid-in Capital
   Accumulated
Deficit Prior to
Exploration Stage
   Accumulated
Deficit During
Exploration Stage
   Total
Stockholders’
Deficit
 
                          
Balance, March 31, 2019  $175,514   $73,590,973   $(20,009,496)  $(94,094,382)  $(40,337,391)
                          
Stock option compensation expense        139,215              139,215 
                          
Net Loss                  (1,692,875)   (1,692,875)
                          
Balance, June 30, 2019  $175,514   $73,730,188   $(20,009,496)  $(95,787,257)  $(41,891,051)
                          
Balance, March 31, 2018  $150,389   $72,200,686   $(20,009,496)  $(96,560,343)  $(44,218,764)
                          
Shares and warrants issued in private placement   21,750    1,168,250              1,190,000 
                          
Shares issued for warrant exercise   1,500    58,500              60,000 
                          
Stock option compensation expense        321,217              321,217 
                          
Net Loss                  (319,039)   (319,039)
                          
Balance, June 30, 2018  $173,639   $73,748,653   $(20,009,496)  $(96,879,382)  $(42,966,586)

 

   Six Months Ended 
   Common
Stock
   Additional
Paid-in Capital
   Accumulated
Deficit Prior to
Exploration Stage
   Accumulated
Deficit During
Exploration Stage
   Total
Stockholders’
Deficit
 
                     
Balance, December 31, 2018  $175,514   $73,525,650   $(20,009,496)  $(87,810,354)  $(34,118,686)
                          
Adoption of new accounting standard (Note 3)                  (4,941,447)   (4,941,447)
                          
Stock option compensation expense        204,538              204,538 
                          
Net Loss                  (3,035,456)   (3,035,456)
                          
Balance, June 30, 2019  $175,514   $73,730,188   $(20,009,496)  $(95,787,257)  $(41,891,051)
                          
Balance, December 31, 2017  $140,764   $71,152,311   $(20,009,496)  $(84,484,361)  $(33,200,782)
                          
Shares issued for consulting services   1,500    58,500              60,000 
                          
Shares and warrants issued in private placement   29,375    1,555,625              1,585,000 
                          
Shares issued for warrant exercise   2,000    78,000              80,000 
                          
Stock option compensation expense        904,217              904,217 
                          
Net Loss                  (12,395,021)   (12,395,021)
                          
Balance, June 30, 2018  $173,639   $73,748,653   $(20,009,496)  $(96,879,382)  $(42,966,586)

 

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

 

 5 

 

  

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Six Months Ended 
   June 30, 
   2019   2018 
         
Cash Flows from Operating Activities:          
Net loss  $(3,035,456)  $(12,395,021)
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation   -    644,962 
Amortization of discount - PIK Notes   178,531    2,298,435 
Amortization of deferred financing costs   45,503    45,502 
Accrued interest on PIK Notes   695,646    770,815 
Stock issued for consulting services   -    60,000 
Stock based compensation expense   204,538    904,217 
(Gain) loss on revaluation of PIK Note derivative   -    6,578,504 
Non-cash lease expense   2,231    - 
Change in operating assets and liabilities:          
Accounts receivable   20,526    22,773 
Deposits and prepaids   232,184    102,727 
Accounts payable and accrued liabilities   83,971    (158,600)
Deferred revenue   1,320    - 
Net cash used in operating activities   (1,571,006)   (1,125,686)
           
Cash Flows From Investing Activities   -    - 
           
Cash Flows From Financing Activities:          
Payments on notes payable   (182,901)   (145,717)
Payments on PIK notes   (341,640)   - 
Proceeds from sale of common stock   -    1,585,000 
Proceeds from exercise of options or warrants   -    80,000 
Net cash (used in) provided by financing activities   (524,541)   1,519,283 
           
Net change in cash and cash equivalents   (2,095,547)   393,597 
           
Cash and cash equivalents at beginning of period   2,892,340    47,652 
           
Cash and cash equivalents at end of period  $796,793   $441,249 
           
Supplemental disclosure of cash flow information:          
           
Cash paid for interest  $10,680   $6,206 
Cash paid for income taxes  $-   $- 
           
Supplemental disclosure of non-cash financing activity:          

Capitalization of right to use assets and liabilities

  $

289,102

   $- 
Accrued interest paid through the issuance of PIK Notes  $737,116   $366,658 
Effect of ASU 2017-11, Financial Instruments with Characteristics of Liabilities and Equity  $4,950,396   $- 

 

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

 

 6 

 

  

APPLIED MINERALS, INC.

(An Exploration Stage Mining Company)

Notes to the Consolidated Financial Statements

 

NOTE 1– ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Applied Minerals, Inc. (the “Company” or “Applied Minerals” or “we” or “us”) (OTCQB: AMNL) owns the Dragon Mine in central Utah. From the mine we extract, process, or have processed by a third party, halloysite clay and iron oxide for sale to a range of end markets. We market the minerals directly and through distributors and also under a profit-sharing arrangement with the Kaolin business unit of BASF Corp. (“BASF”).

 

We also engage in research and development and frequently work collaboratively with potential customers, consultants, distributors, and BASF to process and enhance our halloysite clay products to improve the performance of existing and new products.

 

Our halloysite clay, which we market under the DRAGONITE™ trade name, is an aluminosilicate mineral with a hollow tubular shape. DRAGONITE can utilize halloysite’s morphology, high surface area, and reactivity to add significant functionality to a number of 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.  The Company sells its halloysite products at negotiated prices.

 

Our iron oxide, which we market under the AMIRON™ trade name, is a high purity product. We have sold it on an exclusive basis to one customer at a negotiated price for use in an oilfield application and we are continuing to offer AMIRON to that customer on an exclusive basis.  Currently, we are not selling AMIRON™ to customers on a continuing basis for use in any other application.

 

The Company is classified as an “exploration stage” company for purposes of Industry Guide 7 of the U.S. Securities and Exchange Commission (“SEC”) Under Industry Guide 7, companies engaged in significant mining operations are classified into three categories, referred to as “stages” - exploration, development, and production. Exploration stage includes all companies that do not have established reserves in accordance with Industry Guide 7. Such companies are deemed to be “in the search for mineral deposits.” Notwithstanding the nature and extent of development-type or production-type activities that have been undertaken or completed, a company cannot be classified as a development or production stage company unless it has established reserves in accordance with Industry Guide 7.

 

In 2017, we entered into a tolling agreement with BASF under which BASF will process the Company’s halloysite product, utilizing a water-based system. The BASF system is capable of eliminating impurities, such as iron oxide, and chemically treating the surface of halloysite to achieve desired functionality.

 

We have a mineral processing plant with a capacity of up to 45,000 tons of mineralization per annum for certain applications.  The plant is currently dedicated to processing its halloysite products. 

 

Additionally, the Company has a second processing facility with a capacity of up to 10,000 tons per annum. This smaller plant is currently dedicated to processing the Company’s halloysite.  This smaller plant processes halloysite using a dry-based, micronizing system. This dry-based system does not eliminate impurities, such as iron oxide, as effectively as a water-based system but is useful in situations where the removal of impurities is not necessary.

 

For the six months ended June 30, 2019, the largest customer during the period accounted for 85% of total revenue and amounts owed by the largest customer at June 30, 2019 represented 0% of accounts receivable. For the six months ended June 30, 2018, the two largest customers during the period accounted for 63% of total revenue and amounts owed by the two largest customers represented 0% of accounts receivable.

 

Applied Minerals is a publicly traded company incorporated in the state of Delaware. The common stock trades on the OTCQB under the symbol AMNL.

 

Exploration Agreement

On December 22, 2017, the Company and Continental Mineral Claims, Inc. (“CMC”) entered into an Exploration Agreement with Option to Purchase (“Agreement”). The Company granted to CMC the exclusive right and option to enter upon and conduct mineral exploration activities (the “Exploration License”) for Metallic Minerals on the Company’s Dragon Mine minesite in Utah (the “Mining Claims”).  Metallic Minerals are defined to include minerals with a high specific gravity and metallic luster, such as gold, silver, lead, copper, zinc, molybdenum, titanium, tungsten, uranium, tin, iron, etc., but shall exclude any such Metallic Minerals that are intermingled within any economically-recoverable, non-metallic mineral deposits located at or above an elevation of 5,590 feet above sea level. Non-metallic minerals include clay and iron oxide, the minerals mined by the Company.  The Company believes that all economic recoverable non-metallic mineral deposits are well above 5,590 feet above sea level. The Exploration License is for a period of ten years.

 

In consideration of the Exploration License, CMC has paid the Company $350,000 and paid it $150,000 on the first anniversary of the Effective Date of the Exploration License. CMC will pay the Company $250,000 on each subsequent anniversary of the Effective Date of the Exploration License during the remaining term of the Exploration License unless the Exploration License is terminated earlier by CMC by exercising the option or failing to make the required payment for the Exploration License.

 

CMC may exercise the option at any time during the Exploration License term. Upon exercise of the Option and the completion of the closing, CMC shall acquire 100% of the Metallic Rights within the Mining Claims from the Company, subject to the terms and conditions of the Agreement. 

 

 7 

 

 

The consideration to be paid by CMC to the Company after exercising the option for the acquisition of the Metallic Rights shall be payable as follows: $3,000,000; and, CMC shall grant to the Company a five percent (5%) Net Profits Interest (“NPI”) royalty over the Metallic Minerals produced from the Mining Claims.  The NPI royalty shall be initially capped at $20,000,000 (the “NPI Cap”). The NPI Cap shall be subject to reduction in the event the Company elects to take the Share Contribution, as set forth below.

 

Upon exercise of the option, the Company shall retain the all rights and title to (1) the surface interest (with exception of those rights associated with the Metallic Rights), and (2) all non-metallic minerals (expressly including all industrial minerals including clays and iron oxides). 

 

It is anticipated that CMC will acquire rights similar to the Metallic Rights with respect to contiguous and nearly properties and such rights will be contributed to a new company formed or designated by CMC to own and operate CMC’s Tintic District project, which would involve the Metallic rights and similar rights regarding adjacent or nearby properties (“PubCo”) that intends to go public.

 

The Company shall have the right, at its sole election, to convert a portion of its NPI royalty interest into $2,000,000 worth of shares in PubCo up to a maximum of Two Percent (2%) net value of PubCo (the “Share Contribution”), through a reduction of the NPI Cap. The Company shall make the determination whether to take the Share Contribution or not, and so notify CMC, within ninety (90) days, of the completion (and delivery to the Company) of a feasibility study by CMC for the Tintic District project.  If the Company elects not to take the Share Contribution, the Company’s NPI royalty shall remain unchanged, including the NPI Cap, which will remain at $20,000,000.

 

The Agreement contains protections in favor of the Company against unreasonable interference of its current and future mining operations by CMC. CMC may not do anything that may, at the Company’s determination, adversely impact the Company’s Mining Operations.  “Mining Operations” shall mean the activities incident to mineral extraction, permitting, and any operations by CMC or the Company relating to the removal of minerals, respectively, that are or may reasonably be conducted on the Mining Claims, including the exploration for, and development, active mining, removing, producing and selling of any minerals, including the Metallic Minerals.  The Agreement states that the parties understand that the Company is willing to enter into the Agreement only if it is assured that CMC will not have any right to unreasonably interfere with the Company’s current mining operations and possible future Mining Operations on the Mining Claims.

 

There are no assurances that CMC will exercise its option to purchase 100% of the Metallic Rights.

 

NOTE 2 - LIQUIDITY 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, 2019, the Company’s net loss was $3,035,456 and cash used in operating activities was $1,571,006. As of June 30, 2019, the Company had current assets of $953,654 and current liabilities of $1,396,464 of which $302,340 was accrued PIK Note interest expected to be paid in additional PIK Notes. The Company’s current liabilities also include (i) $325,000 of accrued directors fee as determined by the Company’s Board, (ii) $63,595 of a note payable related to the financing of the Company’s D&O and G/L policies, (iii) $119,269 of payables to a compounder for which it has agreed to satisfy in halloysite product and (iv) $133,600 of disputed or erroneously accrued expenses for which the Company believes it will eventually reverse.

 

Management believes that in order for the Company to meet its obligations arising from normal business operations through August 14, 2020 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, 2020. 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 of 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, 2019 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, 2018, included in the Annual Report of Applied Minerals, Inc. on Form 10-K filed with the SEC on April 16, 2019.

 

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, 2019, 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, 2018. 

 

 8 

 

 

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, 2019 and December 31, 2018.

 

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    

 

Depreciation expense for the three months ended June 30, 2019 and 2018 totaled $0 and $321,818, respectively, and for the six months ended June 30, 2019 and 2018 totaled $0 and $644,962, respectively.

 

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, 2019. The Company determined there was an impairment of its long-lived assets at December 31, 2018.

 

Stock Options and Warrants

The Company follows ASC 718 (Stock Compensation) and 505-50 (Equity-Based Payments to Non-employees), 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.

 

Based upon management’s current assessment of its environmental responsibilities, it does not believe that any reclamation or remediation liability exists at June 30, 2019. 

 

 9 

 

 

Recently Adopted Accounting Standards

 

Leases

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard that was adopted in 2018.

 

The Company adopted this new accounting standard on January 1, 2019 on a modified retrospective basis and applied the new standard to all leases through a cumulative-effect adjustment to beginning retained earnings. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which includes, among other things, the ability to carry forward the existing lease classification. The new standard had a material impact on the unaudited consolidated balance sheet, but did not materially impact the Company’s consolidated operating results and had no impact on the Company’s cash flows.

 

The following is a discussion of the Company’s lease policy under the new lease accounting standard:

 

The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its incremental borrowing rate, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives.

 

Impact of New Lease Standard on Balance Sheet Line Items

 

As a result of applying the new lease standard using a modified retrospective method, the following adjustments were made to accounts on the consolidated balance sheet as of January 1, 2019:

 

   Impact of Change in Accounting Policy 
   As reported
December 31,
2018
   Adjustments   Adjusted January 1,
2019
 
Operating lease right-of-use assets  $-   $325,255   $325,255 
Total assets   4,136,978    325,255    4,462,233 
Current portion of operating lease liabilities   -    92,396    92,396 
Total current liabilities   1,430,323    92,396    1,522,719 
Long-term operating lease liabilities   -    241,808    241,808 
Deferred rent   8,949    (8,949)   - 
Total long-term liabilities   36,825,341    232,859    37,058,200 
Total liabilities   38,255,664    325,255    38,580,919 

 

See Note 4 for additional information

 

ASU 2017-11, Part I accounting for Certain Financial Instruments with Down Round Features

In July 2017, the FASB issued ASU 2017-11 to simplify the accounting for equity contracts (e.g., freestanding warrants) or equity-linked embedded features (e.g., conversion options in convertible instruments) with down round features. Under the new guidance, entities are no longer required to consider down round features when determining whether these financial instruments containing a down round feature are indexed to the issuer’s own stock pursuant to ASC 815-40. Being indexed to an entity’s own stock is required for a freestanding financial instrument to be classified in shareholders’ equity and may exempt an embedded feature from bifurcation and derivative accounting.

 

The Company adopted ASU 2017-11 on January 1, 2019 on a modified retrospective basis and applied the new standard to all financial instruments with down round features through a cumulative-effect adjustment to beginning retained earnings. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. On January 1, 2019, the Company recorded a transition adjustment to reduce retained earnings by $4,950,396. The new standard had a material impact on the unaudited consolidated balance sheet, but did not materially impact the Company’s consolidated operating results and had no impact on the Company’s cash flows.

 

 10 

 

 

Impact of ASU 2017-11 on Balance Sheet Line Items

 

As a result of applying ASU 2017-11 using a modified retrospective method, the following adjustments were made to accounts on the consolidated balance sheet as of January 1, 2019:

 

   Impact of Change in Accounting Policy 
   As reported on
December 31,
2018
   Adjustments   Adjusted as of
January 1, 2019
 
PIK Note payable, net  $35,036,320   $6,730,468   $41,766,788 
PIK Note derivative   1,780,072    (1,780,072)   - 
Total Long-Term Liabilities   36,825,341    4,950,396    41,775,737 
Total liabilities   38,255,664    4,950,396    43,206,060 
Accumulated deficit during the exploration stage   (87,810,354)   (4,950,396)   (92,760,750)
Total stockholders’ deficit  $(34,118,686)  $(4,950,396)  $(39,069,082)

 

See Note 6 for additional information

 

ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting

Effective January 1, 2019 the Company adopted ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The guidance expands the scope of ASC 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The adoption of ASU 2018-07 had no material impact on the Company’s financial results.

 

Recently Issued Accounting Pronouncements

 

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 amendments in this ASU are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effects of this ASU on its financial statements and related disclosures.

 

In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Company does not anticipate that the adoption of these SEC amendments will have a material effect on the Company’s financial position, results of operations, cash flows or shareholders’ equity.

 

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,
2019
   Six months ended
June 30, 2019
 
         
Operating cash flows paid for operating leases  $27,690   $54,573 
Non-cash lease expense  $711   $2,231 
           
Supplemental balance sheet information related to leases:  As of June 30,
2019
      
           
Operating lease Right-of-use assets  $286,871      
           
Current portion of operating lease liabilities  $96,861      
Long-term operating lease liabilities   192,241      
Total operating lease liabilities  $289,102      
           
Weighted average remaining operating lease term   2.75 years      
Weighted average discount rate   6%     

 

The following table summarizes the maturity of lease liabilities under operating leases as of June 30, 2019:

 

2019 (remaining six months)  $55,380 
2020   113,253 
2021   116,649 
2022   29,376 
Total lease payments   314,658 
Less: imputed interest   (25,556)
Total lease liabilities  $289,102 

 

 11 

 

 

NOTE 5 - NOTES PAYABLE

 

Notes payable at June 30, 2019 and December 31, 2018:

 

   June 30,   December 31, 
   2019   2018 
         
Note payable for equipment, payable $5,443 - $25,936 monthly (a)  $63,595   $246,496 
           
Less: Current Portion   63,595    246,496 
Notes Payable, Long-Term Portion  $-   $- 

 

(a)On October 2018 the Company signed two note payable with interest rate of 4.89% with an insurance company for liability insurance, payable in 10 monthly installments which started on November 17, 2018

 

During the three months ended June 30, 2019 and 2018, the Company's interest payments totaled $1,524 and $705, respectively. During the six months ended June 30, 2019, the Company’s interest payments totaled $10,680 and $6,206, respectively.

 

NOTE 6 – 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, 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  $16,616,414   $27,788,303   $44,404,717 
Less: Discount   -    (1,647,592)   (1,647,592)
Less: Deferred Financing Cost   (141,893)   (237,294)   (379,187)
PIK Note Payable, Net  $16,474,521   $25,903,417   $42,377,938 
                
PIK Note Derivative Liability  $-   $-   $- 

 

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As of December 31, 2018, 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  $16,394,688   $27,622,913   $44,017,601 
Less: Discount   (1,297,416)   (7,259,175)   (8,556,591)
Less: Deferred Financing Cost   (158,179)   (266,511)   (424,690)
PIK Note Payable, Net  $14,939,093   $20,097,227   $35,036,320 
                
PIK Note Derivative Liability  $253,215   $1,526,857   $1,780,072 

 

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, 2019, the Company amortized $207,748 of debt discount and deferred financing cost relating to the Series A Notes Payable, issued additional PIK Notes of $384,419 in lieu of cash interest payments and payoff $219,029 of PIK Notes. The carrying value of the Series A Notes Payable as of June 30, 2019 was $25,903,417.

 

As of June 30, 2019, the Company was in compliance with the covenants of the Series A Notes.

 

As of June 30, 2019, Samlyn Offshore Master Fund, Ltd. and Samlyn Onshore Fund, LP owned $9,183,720 and $4,901,740, 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, 2019, Michael Barry, a director of the Company, was the General Counsel and Chief Compliance Officer of Samlyn Capital, LLC.

 

As of June 30, 2019, The IBS Turnaround Fund, LP, The IBS Turnaround (QP) (A Limited Partnership) and The IBS Opportunity Fund, Ltd. owned $1,332,507, $2,675,818 and $259,991, 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, 2019, IBS Capital, LLC owned 13.7% of the shares of the common stock of the Company.

 

As of June 30, 2019, M. Kingdon Offshore Master Fund, LP, a fund managed by Kingdon Capital Management, LLC, owned $4,268,322 of principal of the Series A Notes. As of June 30, 2019, Michael Pohly, a director of the Company, was an employee of Kingdon Capital Management, LLC.

 

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, 2019, the Company issued $245,920 in additional Series 2023 Notes to the holders to pay the semi-annual interest.

 

During the six months ended June 30, 2019, the Company amortized $16,286 of deferred financing cost relating to the Series 2023 Notes Payable and issued additional PIK Notes of $352,697 in lieu of cash interest payments, and payoff $130,971 of PIK Notes decreasing the Series 2023 Notes Payable carrying value to $16,474,521 as of June 30, 2019.

 

As of June 30, 2019, the Company was in compliance with the covenants of the Series 2023 Notes.

 

As of June 30, 2019, M. Kingdon Offshore Master Fund, LP, a fund managed by Kingdon Capital Management, LLC, owned $3,980,356 of principal of the Series 2023 Notes. As of June 30, 2019, Michael Pohly, a director of the Company, was an employee of Kingdon Capital, Management, LLC.

 

NOTE 7 – 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, 2019 and December 31, 2018, no shares of preferred stock were outstanding.

 

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Common Stock

The Company is authorized to issue 400,000,000 shares of common stock with a $0.001 par value per share. At June 30, 2019 and December 31, 2018, 175,513,549 shares were issued and outstanding.

 

2019

During the six months ended June 30, 2019, there were no activities.

 

2018

During the six months ended June 30, 2018 the Company issued (i) 1,500,000 shares of common stock at a price of $0.04 per share to a consultant for investor relation services to be performed, (ii) 17,375,000 shares of common stock at a price of $0.04 per share, (iii) 3,000,000 shares of common stock at a price of $0.05 per share, (iv) 1,000,000 shares of common stock at a price of $0.10 per share, (v) 2,000,000 shares of common stock at a price of $0.04 per share upon the exercise of a warrant to purchase shares of common stock, and (vi) 8,000,000 units, (one unit consisting of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15) at a price of $0.08 per unit.

 

NOTE 8 – 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, 2019:

 

   Shares Issuable     
   upon Exercise of   Weighted Average 
   Outstanding Warrants   Exercise Price 
         
Outstanding at January 1, 2019   26,688,373   $0.15 
Issued   -    - 
Exercised   -      
Forfeited   -    - 
Outstanding at June 30, 2019   26,688,373   $0.15 

 

At June 30, 2019, the intrinsic value of the outstanding warrants was $0.

 

A summary of the status of the warrants outstanding and exercisable at June 30, 2019 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    1.83   $1.15 
$0.25    3,283,283    1.99   $0.25 
$0.04    2,068,750    3.19   $0.04 
$0.10    11,000,000    3.46   $0.10 
$0.15    9.875,000    1.98   $0.15 
      26,688,373    2.68   $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. 

 

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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 that uses the assumptions noted in the table below. 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 significant assumptions relating to the valuation of the Company's options issued during the six months ended June 30, 2019 were as follows on a weighted average basis:

 

       
Dividend Yield   0.0%  
Expected Life (in years)   2.52 - 7.50  
Expected Volatility   69% - 167%  
Risk Free Interest Rate   1.42% - 3.07%  

 

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, 2019:

 

   Shares Issued   Weighted 
   Upon Exercise of   Average 
   Options   Exercise Price 
         
Outstanding at December 31, 2018   54,866,845   $0.29 
Granted   6,433,334   $0.05 
Exercised   -    - 
Forfeited   (1,773,611)   0.06 
Outstanding at June 30, 2019   59,526,568   $0.28 

 

During the six months ended June 30, 2019, the Company granted 6,433,334 options to purchase the Company’s common stock with a weighted average exercise price of $0.05.

 

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A summary of the status of the options outstanding at June 30, 2019 is presented below:

 

Options Outstanding   Options Exercisable 
Number Outstanding   Weighted
Average
Remaining
Contractual
Life (years)
   Weighted
Average
Exercise
Price
   Number
Exercisable
   Weighted
Average
Exercise
Price
 
 4,000,000    9.8   $0.04    4,000,000   $0.04 
 1,000,000    9.5    0.05    0   $0.05 
 35,808,334    8.1   $0.06    28,933,334   $0.06 
 545,289    8.5   $0.075    545,289   $0.075 
 377,777    4.1   $0.11    377,777   $0.11 
 3,173,611    3.9   $0.12    3,173,611   $0.12 
 500,000    2.1   $0.16    500,000   $0.16 
 81,395    4.6   $0.21    81,395   $0.21 
 100,000    1.2   $0.22    100,000   $0.22 
 1,066,155    1.9   $0.24    1,066,155   $0.24 
 2,087,500    3.3   $0.25    2,087,500   $0.25 
 35,595    3.8   $0.27    35,595   $0.27 
 474,815    4.9   $0.28    474,815   $0.28 
 234,506    3.6   $0.285    234,506   $0.285 
 81,522    1.6   $0.30    81,522   $0.30 
 200,000    5.6   $0.66    200,000   $0.66 
 150,000    5.6   $0.68    150,000   $0.68 
 100,000    0.0   $0.70    100,000   $0.70 
 488,356    5.9   $0.73    488,356   $0.73 
 3,104,653    2.7   $0.83    3,104,653   $0.83 
 975,000    5.0   $0.84    975,000   $0.84 
 300,000    4.2   $1.10    300,000   $1.10 
 300,000    4.0   $1.15    300,000   $1.15 
 65,000    3.9   $1.35    65,000   $1.35 
 300,000    2.9   $1.55    300,000   $1.55 
 3,077,060    3.4   $1.66    3,077,060   $1.66 
 900,000    2.1   $1.90    900,000   $1.90 
 59,526,568    6.8   $0.27    51,651,568   $0.30 

 

Compensation expense of $139,215 and $204,538 was recognized for vested options for the three and six months ended June 30, 2019. The aggregate intrinsic value of the outstanding options at June 30, 2019 was $0. At June 30, 2019, (i) $39,338 of unamortized compensation expense for time-based unvested options will be recognized over the next 2.19 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, 2019, management, based on its financial expectations for 2019, did not consider the vesting of the remaining 25% of the option grant to be probable. 

 

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NOTE 9 - 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, 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. At June 30, 2018, the weighted average shares outstanding excluded options to purchase 61,050,122 shares of common stock of the Company, warrants to purchase 24,813,373 shares of common stock of the Company and 94,413,680, shares of common stock of the Company issuable upon the conversion of notes because their effect would be anti-dilutive.

 

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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, 2018. There have been no material changes in our critical accounting policies and estimates during the six-month period ended June 30, 2019 compared to the disclosures on Form 10-K for the year ended December 31, 2018. 

 

Leases

 

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). Lessees are required to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for initial direct costs. For income statement purposes, a dual model was retained, requiring leases to be classified as either operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). Lessor accounting is similar to the prior model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard that was adopted in 2018. See the Recently Adopted Accounting Standards section of Note 3 ‘‘Significant Accounting Policies’’ to the unaudited consolidated financial statements for a detailed discussion of the adoption of this new lease standard.

 

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Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

 

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 
   2019   2018   $   % 
                 
REVENUES  $218,936   $92,438   $126,498    137%
                     
OPERATING EXPENSES:                    
Production costs   219,453    184,875    34,578    19%
Exploration costs   43,829    55,132    (11,303)   (21)%
General and administrative   1,118,111    875,909    242,202    28%
Depreciation expense   -    321,818    (321,818)   (100)%
Total Operating Expenses   1,381,393    1,437,734    (56,341)   (4)%
Operating Loss   (1,162,457)   (1,345,296)   182,839    (14)%
OTHER (EXPENSE) INCOME:                    
Interest expense, net, including amortization of deferred financing cost and debt discount   (531,371)   (578,904)   47,533    (8)%
Gain on revaluation of PIK Note derivative   -    1,601,423    (1,601,423)   (100)%
Other income, net   953    3,738    (2,785)   (75)%
                     
Total Other (Expense) Income   (530,418)   1,026,257    (1,556,675)   (152)%
                     
NET LOSS  $(1,692,875)  $(319,039)  $(1,373,836)   431%

 

Revenue for the three months ended June 30, 2019 totaled $218,936, an increase of $126,498 or 137%, compared to the same period in 2018. The increase was driven primarily by a sale of DRAGONITE totaling $192,000 to a manufacturer of high performance molecular sieves that did not occur in the same period in 2018, partially offset by the absence of a sale of DRAGONITE totaling $36,000 for use as a nucleating agent to a manufacturer of plastic lawn and garden products, a $11,300, or 39% decline in the sale of DRAGONITE to a supplier of ceramic clay bodies, and a decline of approximately $18,000 in the sales to customers using DRAGONITE for product development purposes.

 

Total operating expenses for the three months ended June 30, 2019 totaled $1,381,393, a decrease of $56,341, or 4%, compared to the same period in 2018. The decline was driven primarily by a $242,202, or 28%, increase in general and administrative costs and a $321,818, or 100%, decline in depreciation expense. The decline in depreciation expense resulted from an impairment of long-lived assets in the fourth calendar quarter of 2018.

 

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, 2019 were $219,453, an increase of $34,578, or 19%, compared to the same period in 2018. The increase was driven primarily by an increase of $12,313 in freight costs related to the shipment of DRAGONITE to a customer in Europe, an increase of $11,029 in mining material costs related to an increase in underground activity, an increase of $10,245 in utilities expense related to an increase in production activity, and an increase of $10,076 in workers’ compensation expense related to the absence of dividend payment from the Company’s carrier, partially offset by a decrease of $11,474 in healthcare insurance expense related to a reduction in headcount at the Company’s Utah operation.

 

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, 2019 were $43,829, an $11,303, or 21%, decline compared to the same period in 2018. 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, 2019 totaled $1,118,111, an increase of $242,202, or 28%, when compared to the same period in 2018. The increase was due primarily to an increase in director expense of $127,386 due primarily to a cash-based rather than equity-based accrual of director fees, an increase of $45,815 in D&O expense, an increase of $43,252 in equity-based compensation related primarily to an annual grant of options to directors, an increase of $12,721 in travel and entertainment expense related to an increase in customer visits, and an increase of $12,624 in healthcare insurance expense related primarily to an increase in rates.

 

Operating loss incurred during the three months ended June 30, 2019 was $1,162,457, a $182,839, or 14%, decrease when compared to the same period in 2018. The decline was driven primarily by a $242,202 increase in general and administrative expense, offset by a $321,818 decrease in depreciation expense and a $126,498 increase in revenue when compared to the same period in 2018.

 

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Total Other Expense was $530,418 for the three months ended June 30, 2019 compared to Total Other Income of $1,026,257. The $1,556,675 decline in Total Other Income was due primarily to the elimination, during the current period, of the revaluation of the PIK Note derivative liability, which resulted in a gain of $1,601,423 during the same period in 2018.

 

Net Loss for the three-month period ending June 30, 2019 was $1,692,875, an increase of $1,373,836, or 431%, when compared to the same period in 2018. The increase was primarily driven by the absence of $1,601,423 of other income, related to the revaluation of the PIK Note derivative liability, realized during the three months ended June 30, 2018, partially offset by a $182,839 decline in operating loss for the three months ended June 30, 2019.

 

Six Months Ended June 30, 2019 Compared to Six Months Ended June, 2018

 

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 
   2019   2018   $   % 
                 
REVENUES  $339,463   $138,085   $201,378    146%
                     
OPERATING EXPENSES:                    
Production costs   445,158    356,461    88,697    25%
Exploration costs   77,596    111,093    (33,497)   (30)%
General and administrative   1,930,681    2,074,955    (144,274)   (7)%
Depreciation expense   -    644,962    (644,962)   (100)%
Total Operating Expenses   2,453,435    3,187,471    (734,036)   (23)%
Operating Loss   (2,113,972)   (3,049,386)   935,414    (31)%
OTHER (EXPENSE):                    
Interest expense, net, including amortization of deferred financing cost and debt discount   (923,851)   (3,120,955)   2,197,104   (70)%
Loss on revaluation of PIK Note derivative   -    (6,578,504)   (6,578,504)   (100)%
Other income, net   2,367    353,824    (351,457)   (99)%
                     
Total Other Expense   (921,484)   (9,345,635)   8,424,151   (90)%
                     
NET LOSS  $(3,035,456)  $(12,395,021)  $9,359,565    (76)%

 

Revenue for the six months ended June 30, 2019 totaled $339,463, an increase of $201,378, or 146%, compared to the same period in 2018. The increase was driven primarily the sale of DRAGONITE totaling $288,000 to a manufacturer of high performance molecular sieves, partially offset primarily by the absence of a sale of DRAGONITE totaling $36,000 for use as a nucleating agent to a manufacturer of plastic lawn and garden products, a $12,600 decline in the sale of DRAGONITE to a manufacturer of ceramic clay bodies, the absence of the sale of DRAGONITE totaling $11,022, a decrease in the sale of DRAGONITE totaling $8,916 to a distributor of specialty chemicals, the absence of the sale of DRAGONITE totaling $6,021 to a distributor of research and development materials, and a $4,860 decline in the sale of DRAGONITE to a manufacturer of flame retardant material.

 

Total operating expenses for the six months ended June 30, 2019 totaled $2,453,435, a decrease of $734,036, or 23%, compared to the same period in 2018. The decline was driven primarily by a $144,274, or 7%, decline in general and administrative costs and a $644,962, or 100%, decline in depreciation expense. The decline in depreciation expense resulted from an impairment of long-lived assets in the fourth calendar quarter of 2018.

 

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, 2019 were $445,158, an increase of $88,697, or 25%, compared to the same period in 2018. The increase was driven primarily by a $78,392 increase in wage-related expense due to the incurrence of greater employee overtime during the period, an increase in freight costs totaling $30,969 related primarily to the shipment of DRAGONITE to a customer in Europe, and an increase in mining materials cost of $20,807 due to an increase in underground mining activity, partially offset by a $34,355 decrease in healthcare insurance expense related to a reduction in headcount, a reduction in shipping and postage expense totaling $5,353 and a $3,322 reduction in utility expense.

 

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, 2019 were $77,596, a $33,497, or 30%, decline compared to the same period in 2018. The decline was due to a general reduction in non-production-related expenses at the Dragon Mine.

  

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General and administrative expenses incurred during the six months ended June 30, 2019 totaled $1,930,681, a decline of $144,274, or 7%, when compared to the same period in 2018. The decline was driven primarily by a decrease in option expense totaling $329,577 and a decline in consulting expenses totaling $51,876, partially offset by a $91,631 increase in D&O insurance premiums, an increase in director expenses of $82,538 due primarily to a cash-based rather than equity-based accrual of director fees, an increase in healthcare insurance expense totaling $25,014 due primarily to tan increase in rates and the addition of an employee to the policy, an increase in travel and related expense of $22,961 and an increase in dues and subscription fees totaling $15,601.

 

Operating loss incurred during the six months ended June 30, 2019 was $2,113,972, a $935,414, or 31%, decrease when compared to the same period in 2018. The decline was driven by a $144,274 decline in general and administrative expense, a $644,962 decrease in depreciation expense and a $201,378 increase in revenue when compared to the same period in 2018.

 

Total Other Expense for the six months ended June 30, 2019 was $921,484, a decline $8,424,151, or 90%, when compared to the same period in 2018. The decline was driven primarily to (i) the elimination, during the current period, of the revaluation of the PIK Note derivative liability, which resulted in a loss of $6,578,504 during the same period in 2018 and (ii) a reduction in interest expense of $2,197,104, or 70%, when compared to the same period in 2018 due to a reduction in the interest rate resulting from a revision of the terms of the PIK Notes.

 

Net Loss for the six-month period ending June 30, 2019 was $3,035,456, a decline of $9,359,565, or 76%, when compared to the same period in 2018. The decline was driven by an $8,424,151 decrease in Total Other Expense and a $935,414 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, 2019, the Company’s net loss was $3,035,456 and cash used in operating activities was $1,571,006. As of June 30, 2019, the Company had current assets of $953,654 and current liabilities of $1,396,464 of which $302,340 was accrued PIK Note interest expected to be paid in additional PIK Notes. The Company’s current liabilities also include (i) $325,000 of accrued directors fee as determined by the Company’s Board, (ii) $63,595 of a note payable related to the financing of the Company’s D&O and G/L policies, (iii) $119,269 of payables to a compounder for which it has agreed to satisfy in halloysite product and (iv) $133,600 of disputed or erroneously accrued expenses for which the Company believes it will eventually reverse.

 

Management believes that in order for the Company to meet its obligations arising from normal business operations through August 14, 2020 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, 2020. 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 used in operating activities during the six months ended June 30, 2019 was $1,571,006 compared to $1,125,686 during the same period in 2018, an increase of $445,320 or 39%. Cash used in operating activities during 2019 before adjusting for changes in operating assets and liabilities was $1,909,007, $816,421 more than the comparable period in 2018.

 

Cash provided by investing activities during the six months ended June 30, 2019 was $0 compared to $0 during the same period in 2018.

 

Cash used in financing activities during the six months ended June 30, 2019 was $524,541 compared to $1,519,283 provided during the same period in 2018. The $2,043,824 decrease in cash provided during the period was due primarily to no proceeds from sale of common stock and exercise of options or warrants, and $341,640 payment on PIK Notes.

 

Total assets at June 30, 2019 were $2,075,592 compared to $4,136,978 at December 31, 2018, a decrease of $2,061,368 due primarily to decrease in the Company cash balance resulting from cash used in operations. Total liabilities were $43,966,643 compared to $38,255,664 at December 31, 2018. The increase of $5,710,979 in total liabilities was due primarily to the adoption of ASU 2016-02, Leases (Topic 842), which increased the operating lease liabilities and the adoption of ASU 2017-11, which removed the derivative liabilities and related debt discount.

 

ISSUANCE OF CONVERTIBLE DEBT

 

For information with respect to issuance of convertible debt, see Note 6 of Notes to 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.

 

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We have no exposure to fluctuations in interest rates, foreign currencies, or other factors. 

 

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ITEM 4.     CONTROLS AND PROCEDURES

 

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were, as of the end of the fiscal quarter covered by this quarterly report, ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, the management believes that the consolidated financial statements included in this Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

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PART II.     OTHER INFORMATION

 

ITEM 1.     LEGAL PROCEEDINGS

 

As of the date of this report, there is no pending or threatened litigation. We may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business, could have a material adverse effect on our financial condition, cash flows or results of operations.

 

ITEM 1A.  RISK FACTORS.

 

Except for the below, there were no additions or material changes to the Company’s risk factors disclosed in Item 1A of Part I in the Company’s 2018 Annual Report on Form 10-K.

 

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

 

None

 

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.     MINE SAFETY DISCLOSURES

 

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this Form 10-Q.

 

ITEM 5.     OTHER INFORMATION

 

None.

 

ITEM 6.     EXHIBITS

 

(a) Exhibits.

 

The following exhibits are included in this report:

 

Exhibit

Number

  Description of Exhibit
31.1   Certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Executive Officer
     
31.2   Certification pursuant to Rule 13a-14 of the Securities Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of the Principal Financial Officer
     
32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Executive Officer
     
32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Principal Financial Officer
     
95   Mine Safety Disclosure
     
101.INS   XBRL Instance
     
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation
     
101.DEF   XBRL Taxonomy Extension Definition
     
101.LAB   XBRL Taxonomy Extension Labels
     
101.PRE   XBRL Taxonomy Extension Presentation
     
XBRL   Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

 

In accordance with 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.

 

    APPLIED MINERALS, INC.
     
Dated: August 14, 2019   /s/ ANDRE ZEITOUN
    By: Andre Zeitoun
    Chief Executive Officer
     
Dated: August 14, 2019   /s/ CHRISTOPHER T. CARNEY
    By: Christopher T. Carney
    Chief Financial Officer

 

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