UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number: 001-000316
INDEPENDENCE LEAD MINES COMPANY
(Exact name of registrant as specified in its charter)
Arizona | 82-0131980 |
(State or other jurisdiction | (IRS Employer Identification No.) |
of incorporation or organization) | |
510 Cedar Street
Wallace, Idaho 83873
(Address of principal executive offices)
Issuer’s telephone number, including area code: (208) 753-2525
Check whether the issuer (1) has filed all documents and reports required to be filed by Sections 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 filings for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ¨ Accelerated filer ¨ Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.): Yes ¨ No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
There were 5,780,737 shares of the issuer’s common stock, par value $0.10, outstanding as of August 1, 2008.
Transitional Small Business Disclosure format (check one): Yes ¨ No þ
INDEPENDENCE LEAD MINES COMPANY QUARTERLY REPORT
ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2008
TABLE OF CONTENTS
| | Page |
| | |
PART I - FINANCIAL INFORMATION | |
| | |
Item 1: | Financial Statements | 3 |
| | |
Item 2: | Management's Discussion and Analysis of Financial Condition and Results of Operations | 11 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| | |
Item 4T: | Controls and Procedures | 12 |
| | |
PART II - OTHER INFORMATION | |
| | |
Item 1: | Legal Proceedings | 13 |
| | |
Item 1A: | Risk Factors | 13 |
| | |
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| | |
Item 3: | Defaults upon Senior Securities | 14 |
| | |
Item 4: | Submission of Matters to a Vote of Security Holders | 14 |
| | |
Item 5: | Other Information | 14 |
| | |
Item 6: | Exhibits | 14 |
| | |
Signatures | 17 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2008.
For further information refer to the financial statements and footnotes thereto in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007 incorporated by reference herein.
INDEPENDENCE LEAD MINES COMPANY
INDEX TO FINANCIAL STATEMENTS
| Page |
| |
Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007 | 4 |
| |
Consolidated Statements of Operations for the six-month periods Ended June 30, 2008 and June 30, 2007 | 5 |
| |
Consolidated Statement of Changes in Stockholders’ Equity | 6 |
| |
Consolidated Statements of Cash Flows for the six-month periods Ended June 30, 2008 and June 30, 2007 | 7 |
| |
Notes to Consolidated Interim Financial Statements | 8 |
INDEPENDENCE LEAD MINES COMPANY
CONSOLIDATED BALANCE SHEETS
June 30, 2008 and December 31, 2007
| | June 30 | | | |
| | 2008 | | December 31 | |
| | (unaudited) | | 2007 | |
ASSETS | | | | | | | |
CURRENT ASSETS | | | | | | | |
Cash and cash equivalents | | $ | 19,647 | | $ | 171,434 | |
Prepaid Expenses | | | 80 | | | 5,579 | |
Royalties receivable | | | 1,500 | | | 1,500 | |
Marketable securities | | | 1,852 | | | 1,870 | |
Total Current Assets | | | 23,079 | | | 180,383 | |
| | | | | | | |
TOTAL ASSETS | | $ | 23,079 | | $ | 180,383 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
Accounts payable – trade | | $ | 11,096 | | $ | 15,372 | |
Accounts payable – related parties | | | 0 | | | 1,086 | |
Total Current Liabilities | | | 11,096 | | | 16,458 | |
| | | | | | | |
DEFERRED INCOME | | | 473,000 | | | 464,000 | |
| | | | | | | |
TOTAL LIABILITIES | | | 484,096 | | | 480,458 | |
| | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | |
Common stock, $0.10 par value; 10,000,000 shares authorized, 5,780,737 shares issued and outstanding | | | 578,074 | | | 578,074 | |
Additional paid-in capital | | | 6,245,776 | | | 6,245,776 | |
| | | 6,823,850 | | | 6,823,850 | |
Less deficit accumulated | | | (7,284,867 | ) | | (7,123,925 | ) |
Total Stockholders' Equity (Deficit) | | | (461,017 | ) | | (300,075 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 23,079 | | $ | 180,383 | |
The accompanying notes are an integral part of these financial statements.
INDEPENDENCE LEAD MINES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | | June 30, | | June 30, | |
| | 2008 | | 2007 | | 2008 | | 2007 | |
| | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) | |
REVENUE | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | | | | | | | | | |
Consulting | | | - | | | 7,800 | | | 7,100 | | | 7,800 | |
Accounting | | | 10,951 | | | 7,560 | | | 43,141 | | | 7,560 | |
Directors fees | | | 19,200 | | | - | | | 38,400 | | | 142,080 | |
Office services | | | - | | | 150 | | | 150 | | | 300 | |
Office and administration | | | 5 | | | 91 | | | 910 | | | 318 | |
Shareholder relations | | | 1,433 | | | 537 | | | 8,273 | | | 1,751 | |
Transportation | | | - | | | - | | | 616 | | | 870 | |
Licenses and fees | | | 57 | | | 134 | | | 57 | | | 134 | |
Legal | | | 29,106 | | | 52,051 | | | 63,216 | | | 53,922 | |
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | | | 60,752 | | | 68,323 | | | 161,863 | | | 214,735 | |
| | | | | | | | | | | | | |
LOSS FROM OPERATIONS | | | (60,752 | ) | | (68,323 | ) | | (161,863 | ) | | (214,735 | ) |
| | | | | | | | | | | | | |
OTHER INCOME (EXPENSES) | | | 912 | | | | | | | | | | |
Interest and investment income | | | 27 | | | 1,684 | | | 939 | | | 3,013 | |
Unrealized gain (loss) on investments | | | (380 | ) | | (105 | ) | | (18 | ) | | 176 | |
TOTAL OTHER INCOME | | | (353 | ) | | 1,579 | | | 921 | | | 3,189 | |
| | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | | | (61,105 | ) | | (66,744 | ) | | (160,942 | ) | | (211,546 | ) |
| | | | | | | | | | | | | |
INCOME TAXES | | | - | | | - | | | - | | | - | |
NET LOSS | | $ | (61,105 | ) | $ | (66,744 | ) | $ | (160,942 | ) | $ | (211,546 | ) |
| | | | | | | | | | | | | |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | | $ | (0.011 | ) | $ | (0.013 | ) | | (0.028 | ) | $ | (0.041 | ) |
| | | | | | | | | | | | | |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | 5,780,737 | | | 5,208,320 | | | 5,780,737 | | | 5,144,827 | |
The accompanying notes are an integral part of these financial statements.
INDEPENDENCE LEAD MINES COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
| | Common Stock | | | | | | | | | |
| | Number | | | | Additional | | | | | |
| | of | | | | Paid in | | Accumulated | | | |
| | Shares | | Amount | | Capital | | Deficit | | Total | |
| | | | | | | | | | | |
December 31, 2007 | | | 5,780,737 | | $ | 578,074 | | $ | 6,245,776 | | $ | (7,123,925 | ) | $ | (300,075 | ) |
| | | | | | | | | | | | | | | | |
Net loss for six months Ended June 30, 2008 | | | - | | | - | | | - | | | (160,942 | ) | | (160,942 | ) |
| | | | | | | | | | | | | | | | |
Balances, June 30, 2008 | | | 5,780,737 | | $ | 578,074 | | $ | 6,245,776 | | $ | (7,284,867 | ) | $ | (461,017 | ) |
The accompanying notes are an integral part of these financial statements.
(The balance of this page is intentionally left blank)
INDEPENDENCE LEAD MINES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2008 | | 2007 | |
| | (unaudited) | | (unaudited) | |
| | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
Net loss | | $ | (160,942 | ) | $ | (211,546 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
Interest accrued on certificates of deposit | | | - | | | (1,317 | ) |
| | | | | | | |
Changes in operating assets and liabilities: | | | | | | | |
(Increase) decrease in prepaid expenses | | | 5,499 | | | (500 | ) |
Increase (decrease) in accounts payable | | | ( 5,362 | ) | | 4,349 | |
Increase (decrease) in deferred income | | | 9,000 | | | 9,000 | |
Unrealized (gain) on investments | | | 18 | | | (176 | ) |
| | | | | | | |
Net cash used in operating activities | | | ( 151,787 | ) | | (200,190 | ) |
| | | | | | | |
Investing activities: | | | | | | | |
Purchase of certificate of deposit | | | - | | | (31,066 | ) |
Redemption of certificate of deposit | | | - | | | 40,921 | |
| | | | | | | |
Net cash provided by investing activities | | | - | | | 9,855 | |
| | | | | | | |
Financing activities: | | | | | | | |
Proceeds from sale of common stock | | | - | | | 270,000 | |
| | | | | | | |
Net cash provided by financing activities | | | - | | | 270,000 | |
| | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (151,787 | ) | | 79,665 | |
| | | | | | | |
Cash and cash equivalents, beginning of period | | | 171,434 | | | 148,046 | |
Cash and cash equivalents end of period | | $ | 19,647 | | $ | 227,711 | |
| | | | | | | |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | | | | | | | |
| | | | | | | |
Income taxes paid | | $ | - | | $ | - | |
Interest paid | | $ | - | | $ | - | |
The accompanying notes are an integral part of these financial statements.
INDEPENDENCE LEAD MINES COMPANY
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Sixte 1 - Organization and Description of business
Independence Lead Mines Company (“the Company”) is a corporation organized under the laws of the State of Arizona on September 16,1929. The Company is the owner of fifteen patented and thirteen unpatented mining claims. In addition, the Company has ownership by quitclaim deed to all interest in lots 5 and 8, more particularly described as tax parcel numbers 48NO5E-26-3715 and 48NO5E-27-1815, which mineral rights were acquired through a 1997 BLM sliver land exchange, as recorded in the Shoshone County, Idaho, records as Instrument #377033. This claim group (the “property”) is situated Northwest of Hecla Mining Company’s Lucky Friday Mine in the Coeur d’Alene Mining District, Shoshone County Idaho. A portion of the Company’s property is part of the “DIA Area” which is currently being developed and mined by Hecla Mining Company. The Company’s only recurring source of funds has been a monthly advance royalty from Hecla Mining Company of $1,500.
The Company is currently in litigation with Hecla Mining Company over Hecla’s operation of the Lucky Friday Mine under the agreement covering the DIA Project. A nine-day trial was held from March 22nd through April 1st of 2004, and on July 19, 2004 the court ruled in favor of Hecla Mining Company. Independence appealed the District Court’s ruling to the Idaho Supreme Court, and on April 24, 2006 the court ruled against the Company. On May 26, 2006, the Company requested that the Court grant rehearing of the case, and the court again decided against Independence. The Company then filed a complaint against Hecla Mining Company on December 11, 2006 in the United States District Court for the District of Idaho, and on January 5, 2007 the Company filed a Complaint for Rescission of Contract against Hecla in the First Judicial District of the State of Idaho. A hearing was held on May 9, 2007 and the judge ruled in favor of Hecla. The Company subsequently filed a petition for the appeal to be heard in federal court, which was denied. The Company has now filed an appeal with the Ninth Circuit Court of Appeals in San Francisco.
On February 12, 2008 the Company entered into an agreement with Hecla Mining Company that will allow Hecla to acquire all of Independence Lead’s mining properties and other assets. Upon successful conclusion of the terms of the agreement, there will be a dismissal of the pending litigation and appeals.
The Company’s exploration activities never developed any commercial ore deposits and effectively in 1968 management decided to abandon or sell its mineral properties and rights, and favorably position itself to seek other profitable business opportunities. Accordingly, the Company is not considered to be in the development stage.
In 2007 the Company incorporated Independence Resources, Inc., a wholly-owned subsidiary, which had no activity during 2007 or during the six months ended June 30, 2008.
Note 2 – Basis of Presentation
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the financial statements for the year ended December 31, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.
Certain balances from prior year financial statements have been reclassified to conform with the current year presentation.
Operating results for the six month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
Note 3 – Recent Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115” (hereinafter “SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. The Company does not expect the adoption of SFAS No. 159 to have a significant effect on its financial position or results of operation.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter “SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.
In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007, which did not have an impact on its financial reporting,.
In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets-an Amendment of FASB Statement No. 140.” This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the servicer’s financial assets that meets the requirements for sale accounting; a transfer of the servicer’s financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities in accordance with FASB Statement No. 115; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. This statement is effective for fiscal years beginning after September 15, 2006 with early adoption permitted as of the beginning of an entity’s fiscal year. The adoption of this statement on January 1, 2007, had no impact on the Company’s financial condition or results of operations.
In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140” (hereafter “SFAS No. 155”). This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133 as well as eliminating a restriction of the passive derivative instruments that a qualifying special-purpose entity (“SFE) may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously6 prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity’s fiscal year. The adoption of this statement on January 1, 2007 had no impact on the Company’s financial condition or results of operations.
Note 4 – Marketable Securities
The Company’s investments in equity securities are intended to be held for a short period and are classified as trading securities. These securities are recorded at fair value as current assets on the balance sheet under the caption of marketable securities. The Company’s marketable securities consist of capital stock of other companies in the mining industry.
Note 5 – Mineral Properties
The Company is the owner of fifteen patented and thirteen unpatented mining claims. In addition, the Company has ownership by quitclaim deed to all interest in lots 5 and 8, more particularly described as tax parcel numbers 48NO5-E26-3715 and 48NO5E-27-1815, which mineral rights were acquired through a 1997 BLM sliver land exchange, as recorded in the Shoshone County, Idaho, records as Instrument #377033. This claim group (“the property”) is situated Northwest of Hecla Mining Company’s Lucky Friday Mine in the Coeur d’Alene Mining District, Shoshone County, Idaho. Adjacent are the community of Mullan and U.S. Interstate Highway 90.
Pursuant to the terms of an agreement dated February 8, 1968, among Hecla Mining Company (“Hecla”), Day Mines, Inc. (“Day”), Abot Mining Company (“Abot”), and the Company (the “Unitization Agreement”), the Eastern portion of the Company’s Property (approximately five-eighths of the Property) was unitized with certain adjoining and near-by properties owned by Day and Abot into a unitized area, consisting of 55 claims, (known as the “DIA Area”).
By a second agreement also dated February 8, 1968 (the “Lease Agreement”), Hecla leased the DIA Area for a period of fifty (50) years, subject to a 30-year extension, for the purpose of conducting mineral exploration and development of the DIA Area and mining such commercial ore as may be discovered in the DIA Area by Hecla.
The Lease Agreement provides that all costs and expenses incurred in the exploration, development, and operation of the DIA Area are to be paid by Hecla subject to the right of Hecla to be reimbursed for such costs and expenses, together with all advance royalties paid, out of any future net profits realized from the operation of the DIA Area. After recovery of Hecla’s costs and expenses and amounts paid as advance royalties, and the establishment of a three month working capital reserve, net profit royalties are to be paid to the Company and the other property owners. The Company is currently receiving $1,500 per month in advance royalties.
Note 6 – Capital Stock
Preferred Stock
The Company has no preferred stock authorized.
Common stock:
In September 1997 the capitalization of the Company was increased from 4,000,000 shares to 5,000,000 shares of $1.00 par value common stock. In September 2005 the capitalization of the Company was increased from 5,000,000 shares of $1.00 par value common stock to 10,000,000 shares of $0.10 par value common stock. The common stock and additional paid-in capital accounts have been restated to reflect the change in capitalization.
There were no common stock sales or other issuance of common stock during the six months ended June 30, 2008.
During the year ended December 31, 2007 the Company sold 180,000 shares of common stock in private placement to officers and directors of the Company at a price of $1.50 per share.
Per special notice dated March 28, 2007 the Board of Directors of the Company approved the payment of a forward stock split to all shareholders, of one additional share of common stock for each ten shares of common stock held. There is no record date, and the stock will be payable as original share certificates are received by the Company’s transfer agent. NASD has deemed the action effective July 11, 2007 and 525,514 shares were reserved for payment of the stock split. The forward split was deemed a stock dividend and the fair value of common shares issued ($1,839,299) was charged to accumulated deficit for 2007.
Note 7 – Proposed Sale of Assets
The Company has entered into an agreement with Hecla Mining Company which, if approved, would allow Hecla to acquire all of the Company’s mining properties and other assets, and in return, Hecla would issue 6,936,884 of its common shares to the Company. The Company would then liquidate and distribute the Hecla shares to Independence Lead shareholders at the rate of 1.2 Hecla shares for each share of Independence Lead. The agreement includes a $1.25 million breakup fee payable by the Company to Hecla if the transaction does not close for certain reasons. Management expects the closing of the sale, subject to the approval of the Company’s shareholders and compliance with applicable securities laws, to be completed in the third quarter of 2008.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the Company’s anticipated growth and potentials in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified elsewhere herein and in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 under “Risk Factors.” Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements for any reason.
Current Status
On February 13, 2008 the Company announced that on February 12, 2008, it had entered into an agreement with Hecla Mining Company and Hecla Merger Company, its wholly owned subsidiary. The agreement, if approved, will allow Hecla to acquire all of the Company’s mining properties and other assets, and in return, Hecla will issue 6,936,884 of its common shares to the Company. The Company will then liquidate and distribute the Hecla shares to Independence Lead shareholders at the rate of 1.2 Hecla shares for each share of Independence Lead. The agreement includes a $1.25 million breakup fee if the transaction does not close for certain reasons. Management expects the closing of the Asset Sale, subject to the approval of the Company’s shareholders and compliance with applicable securities laws, to be completed in the third quarter of 2008.
The Company’s plan of operation for the next twelve months, subject to maintaining sufficient funds, is to complete Asset Sale with Hecla. If the Asset Sale is completed as planned, we will have disposed of substantially all of our assets to Hecla and subsequently dissolve.
Overview
The Company is the owner of fifteen patented and thirteen unpatented mining claims. In addition, the Company has ownership by quitclaim deed to all interest in lots 5 and 8, more particularly described as tax parcel numbers 48NO5E-26-3715 and 48NO5E-27-1815, which mineral rights were acquired through a 1997 BLM sliver land exchange, as recorded in the Shoshone County, Idaho, records as Instrument #377033. This claim group (“the property”) is situated Northwest of Hecla Mining Company’s Lucky Friday Mine in the Coeur d’Alene Mining District, Shoshone County Idaho. Adjacent is the community of Mullan and U.S. Interstate Highway 90.
Pursuant to the terms of an agreement dated February 8, 1968, among Hecla Mining Company (“Hecla”), Day Mines, Inc. (“Day”), Abot Mining Company (“Abot”), and the Company (the “Unitization Agreement”), the Eastern portion of the Company’s Property (approximately five-eighths of the Property) was unitized with certain adjoining and near-by properties owned by Day and Abot into a unitized area, consisting of 55 claims, (known as the “DIA Area”). Under the terms of the Unitization Agreement, ores and minerals in place are owned by the parties thereto in the following percentages:
Day (now Hecla by merger) | | | 47.70 | % |
Independence | | | 46.30 | % |
Abot | | | 6.00 | % |
By a second agreement also dated February 8, 1968 (the “Lease Agreement”), Hecla leased the DIA Area for a period of fifty (50) years, subject to a 30-year extension, for the purpose of conducting mineral exploration and development of the DIA Area and mining such commercial ore as may be discovered in the DIA Area by Hecla.
The Lease Agreement provides that all costs and expenses incurred in the exploration, development, and operation of the DIA Area are to be paid by Hecla subject to the right of Hecla to be reimbursed for such costs and expenses, together with all advance royalties paid, out of any future net profits realized from the operation of the DIA Area. After recovery of Hecla’s costs and expenses and amounts paid as advance royalties, and the establishment of a three month working capital reserve, net profit royalties are to be paid to the Company and the other property owners as follows:
Day (now Hecla by merger) | | | 19.08 | % |
Independence | | | 18.52 | % |
Abot | | | 2.40 | % |
Under the terms of the Unitization Agreement, one-half of the first net profit royalties received by the Company are to be paid over to Day (now Hecla) until Day recovers the sum of $450,000. The relationship of the parties to the Agreement may, under certain circumstances, be converted to a joint venture at the option of the property owners, where after the property owners would become participating, non-operating working interest owners who would share profits and expenses in connection with the DIA Area in the same ratio as exists pursuant to lease arrangement with Hecla described above.
Until Hecla commences to pay net profit royalties and during such period as the Lease Agreement is in effect, Hecla is obligated to pay an advance royalty to the Company of $750 per month subject to increase to $1,500 if production for the DIA Area exceeds 2,000 tons per month. The Company currently receives an advance royalty of $1,500 per month, which is recorded in the financial statements as deferred income.
Pursuant to the terms of the February 8, 1968, agreements, Hecla will be obligated to pay a royalty of 18.52 percent of defined net profits after Hecla has recouped its costs to explore and develop this property from the new discovery to Independence Lead Mines Company.
Results of Operations for the Period Ended June 30, 2008.
Six months ended June 30, 2008 compared to the six months ended June 30, 2007:
During the six months ended June 30, 2008 the Company realized no income. General and administrative expenses decreased to $161,863 for the six-month period ended June 30, 2008 as compared to $214,735 for the six-month period ended June 30, 2007. The decrease was primarily due to a reduction of $103,680 in directors’ fees, partially offset by a $35,581 increase in accounting fees and a $9,294 increase in legal fees. For the six months ended June 30, 2008, the Company experienced a loss of $160,942, or $0.028 per share, compared to a loss of $211,546, or $0.041 per share, during the comparable period in the previous year.
Liquidity and Capital Resources.
The Company financed its obligations during the six months ended June 30, 2008 from cash on hand. During this period he Company’s cash position decreased by $151,787. During the six months ended June 30, 2008 the Company used $151,787 in operating activities, principally in connection with the payment of legal fees, accounting fees, and directors’ fees. The Company’s only recurring source of funds has been a monthly advance royalty from Hecla Mining Company of $1,500. The Company has incurred operating losses since inception; these factors indicate doubt as to the ability of the company to continue business as a going concern. The financial statements do not contain any adjustments which might be necessary if the Company is unable to continue as a going concern. In order to maintain operations, the Company will have to raise additional capital through loans or through the sale of securities. If the Company is unable to raise additional capital, it may have to cease operations.
The current officers and directors of the Company are not considered by the Company to be employees.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There are no financial instruments that are sensitive to changes in interest rates or exposed to foreign currency exchange gains/losses.
Item 4T. Controls and Procedures
Disclosure Controls and Procedures.
The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-13(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
The Company’s disclosure controls and procedures are designed to provide assurance of achieving their objectives, and the Company’s chief executive officer and chief financial officer have concluded that these controls and procedures are effective at the “reasonable assurance” level. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control Over Financial Reporting.
There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently in litigation with Hecla over Hecla’s operation of the Lucky Friday Mine under the agreement covering the DIA Project. As required by the terms of a 1968 Lease Agreement with Hecla, we gave notice of termination of that agreement in early March 2002. This agreement covered the DIA project, which is Hecla’s principal operation at the Lucky Friday Mine near Mullan, Idaho. Both parties agreed to waive the arbitration requirement contained in the lease and agreed to a trial without a jury. Trial in Kootenai County District Court (Kootenai County, Idaho) was held in March/April, 2004. In July, 2004 the court ruled in favor of Hecla. We appealed the District Court’s ruling to the Idaho Supreme Court. Subsequently, the Idaho Supreme Court ruled in favor of Hecla and denied a motion for rehearing. A later complaint was filed against Hecla in December, 2006 in Federal District Court for the District of Idaho and also a Complaint for Rescission of Contract in Shoshone County. A hearing held in Federal Court in May, 2007, ruled in favor of Hecla. The Company has now appealed the case to the U.S. Ninth Circuit Court of Appeals.
Stay of Litigation/ Release of Litigation by Asset Purchase Agreement
On February 12, 2008, we entered into the Asset Purchase Agreement with Hecla that would sell to a subsidiary of Hecla substantially all of our mining properties and other assets. The Asset Purchase Agreement provides for a Stay Order for existing litigation between the parties, and provides for dismissal of litigation and release of claims both parties have against each other as a condition of closing of the transaction.
Item 1A, Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in Part I, Item 1 in our Annual Report on Form 10-KSB for the year ended December 31, 2007, as filed with the SEC on March 26, 2008, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-KSB are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The following risk factors as reported in the Company’s Form 10-KSB are revised as follows:
Independence is dependent on closing the Asset Sale with Hecla to avoid bankruptcy.
On February 12, 2008, we entered into an Asset Purchase Agreement with Hecla whereby Hecla will acquire substantially all of our assets in exchange for 6,936,884 shares of Hecla’s common stock. We will then dissolve and liquidate our assets, as part of which Hecla shares will be distributed to our shareholders on the basis of 1.2 shares of Hecla stock for every Independence share held. We are currently in litigation with Hecla over Hecla’s operation of the Lucky Friday Mine under the agreement covering the DIA project. Hecla holds various judgments against us. If the Asset Sale is not completed, it is possible Hecla could force us into bankruptcy or seize our assets to satisfy their judgments. There is also a termination fee of $1.25 million, together with Hecla’s costs, that we might have to pay if the Asset Sale is not completed under certain circumstances. If the Asset Sale is not closed, then our shareholders face the possibility of loss of their investment.
We have a very limited income and resources and expect losses to continue for at least the next three years.
Our only continuing source of funds is an advance royalty of $1,500 per month received from Hecla, which may not be sufficient to sustain our operations. Any additional funds required would have to come from the issuance of debt or the sale of our common stock. There is no guarantee that funds would be available from either source. If we are unsuccessful in raising additional funds, we may be forced to go out of existence.
We have a history of net losses. We expect to continue to incur net losses, and we may not achieve or maintain profitability. Independent auditors have expressed substantial uncertainties for our continuation as a going concern.
We have incurred net losses each year since 2004, including net losses of approximately $311,534 for the year ended December 31, 2007; $73,365 for the year ended December 31, 2006; $85,356 for the year ended December 31, 2005; and $265,831 for the year ended December 31, 2004. As of December 31, 2007, we had an accumulated deficit of $7,123,925. The time required for us to reach profitability is highly uncertain. We may not achieve profitability on a sustained basis, if at all.
Our financial statements for the year ended December 31, 2007 were audited by our independent certified public accountants, whose report includes an explanatory paragraph stating that the financial statements have been prepared assuming we will continue as a going concern and that we have incurred operating losses since inception that raise substantial doubt about our ability to continue as a going concern.
We believe that there is substantial doubt about our ability to continue as a going concern due to our total accumulated deficit of $7,123,925 as of December 31, 2007. Net losses may continue for at least the next several years. The presence and size of these potential net losses will depend, in part, on the rate of growth, if any, in our revenues and on the level of our expenses. The cost of insurance coverage and regulatory compliance continues to escalate with little near term relief expected. With disclosure requirements imposed by the Sarbanes-Oxley Act, audit committee requirements, increasing audit and legal costs, and the need to obtain Directors and Officers insurance to attract qualified directors, we will need to generate revenues of at least $100,000 per year based upon current gross margin and operating expenses to achieve profitability. Even if we do increase our revenues and achieve profitability, we may not be able to sustain profitability.
We will need additional funds in the future, which may not be available to us. If we do not secure additional financing, we may be unable to develop or enhance our business, take advantage of future opportunities or respond to competitive pressures.
We require substantial working capital to fund our business. We need at least $8,000 in funds each month to operate. We have had significant operating losses and negative cash flow from operations. Additional financing may not be available when needed on favorable terms or at all. Our capital requirements depend on several factors, including the price of metals, the competitive marketplace, and other factors.
Our operations are dependent on fluctuating metals prices over which we have no control.
The profitability of mining operations is directly related to the market price of the metals being mined. The market price of base and precious metals such as lead, zinc, silver, and gold fluctuate widely and is affected by numerous factors beyond the control of any mining company. These factors include expectations with respect to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the market price of silver should drop dramatically, the value of the Company’s DIA properties could also drop dramatically; and the Company might not be able to recover its investment in those properties.
Because of the inherent dangers involved in mining operations, there is a risk that we may incur liability or damages as we conduct our business.
Conducting mining operations involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins, and other hazards against which we cannot insure or against which we may elect not to insure. Incurring any such liabilities may have a material adverse effect on our financial position.
Investment in our shares is subject to wide fluctuations because it is a “Penny Stock.”
Our shares are traded in the Pink Sheets and we are commonly referred to as a “penny stock.” The Securities and Exchange Commission has adopted regulations that define “penny stock” to include common stock that has a market price of less than $5.00 per share, subject to certain exceptions. For most of the past five years, our shares have traded below $5.00 per share. Trading in penny stocks is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common shares for reasons unrelated to operating performance.
We may not be able to maintain the quotation of our common stock in the Pink Sheets, which would make it more difficult to dispose of our common shares.
Our common stock is quoted in the Pink Sheets maintained by Financial Industry Regulatory Authority (FINRA). We cannot guarantee that it will always be available for Pink Sheet quotations. Although an established securities market with an interdealer quotation system, the Pink Sheets are not an issuer listing service or exchange. The Pink Sheets do not have any listing requirements, per se, to be eligible for quotation, nor do they require issuers to remain current in their filings with the Securities and Exchange Commission. Moreover, the Pink Sheets are not a stock exchange, and trading of securities on the Pink Sheets is often more sporadic than the trading of securities listed on a stock exchange like the New York Stock Exchange. Accordingly, shareholders may have difficulty reselling any of the shares. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for our common shares will be subject to market trends generally, notwithstanding our potential success in delineating mineral resources.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of Company securities during the six months ended June 30, 2008.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the registrant’s security holders during the period covered by this report.
A special meeting of shareholders will be held later this year to submit to the shareholders for their approval the Asset Purchase Agreement with Hecla Mining Company whereby Hecla will acquire all of the Company’s mining properties and other assets in exchange for Hecla common shares in the ratio of 1.2 shares of Hecla common stock for each share of Independence common stock. Proxy material to be submitted to the Company’s shareholders is currently being prepared.
Item 5. Other Information.
None.
Item 6. Exhibits
(a) | Documents which are filed as a part of this report: |
| 1. | Financial Statements: The required financial statements are contained in Pages 3 through 11 of this Form 10-Q. |
| 2. | Financial Statement Schedules: Financial statement schedules have been omitted as they are not applicable or the information is included in the Financial Statements. |
2.1 * Asset Purchase Agreement, dated as of February 12, 2008, by and among Hecla Mining Company, Hecla Merger Company (a wholly-owned subsidiary of Hecla Mining Company) and Independence Lead Mines Company. (incorporated by reference to Exhibit 2.1 to the Registrant’s Report on Form 8-K filed on February 21, 2008)
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed herewith.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed herewith.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. Furnished herewith.
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. Furnished herewith.
**As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this quarterly report on Form 10-Q and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Independence Lead Mines Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, including this quarterly report, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Form 8-K filed April 25, 2007.
(c) All schedules are omitted as the required information is not applicable or the information is presented in the Financial Statements or related notes.
(The balance of this page has been intentionally left blank)
INDEPENDENCE LEAD MINES COMPANY
SIGNATURES
In accordance with Section 12, 13 or 15(d) 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
INDEPENDENCE LEAD MINES COMPANY |
| | |
| By: | /s/ Bernard C. Lannen |
| | Bernard C. Lannen, its |
| | President |
| | Date: August 12, 2008 |
| | |
| By: | /s/ Wayne L. Schoonmaker |
| | Wayne L. Schoonmaker, its |
| | Principal Accounting Officer |
| | Date: August 12, 2008 |
EXHIBIT INDEX
31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed herewith. |
| | |
31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed herewith. |
| | |
32.1 | | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. Furnished herewith. |
| | |
32.2 | | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. Furnished herewith. |