The following Management's Discussion and Analysis of Financial Condition and
Results of Operation ("MD&A") is intended to help the reader understand our
financial condition. MD&A is provided as a supplement to, and should be read in
conjunction with, our financial statements and the accompanying integral notes
("Notes") thereto. The following statements may be forward-looking in nature and
actual results may differ materially.
COVID-19
In March 2020, COVID-19 was declared a pandemic by the World Health Organization
and the Centers for Disease Control and Prevention. Its rapid spread around the
world and throughout the United States prompted many countries, including the
United States, to institute restrictions on travel, public gatherings, and
certain business operations. These restrictions disrupted economic activity in
the Company's business related to raising capital. As of September 30, 2022, the
disruption did not materially impact the Company's financial statements.
However, if the severity of the economic disruptions increase as the duration of
the COVID-19 pandemic continues, the negative financial impact due to the
BeMetals Option Agreement could be significantly greater in future periods.
The effects of the continued outbreak of COVID-19 and related government
responses could have disruptions to the Company`s Option Agreement with BeMetals
Corp. Under the terms of the BeMetals Option Agreement, BMET USA will be
entitled to purchase 100% of the issued and outstanding shares of South Mountain
Mines, Inc. ("SMMI") from the Company. The term of the agreement is for two
years starting June 10, 2019, with an option to extend an additional year, with
BeMetals conducting a preliminary economic assessment ("PEA") completed by a
mutually agreed third-party engineering firm. Over its term, this agreement
requires cash payments to the Company of $1,350,000; $1,100,000 in cash and
$250,000 in exchange for shares of the Company's common stock. In the event that
BeMetals decides not to proceed with the South Mountain Project, BeMetals will
not be obligated to make any additional payments. The COVID-19 outbreak could
have a variety of adverse impacts to the Company, including their ability to
continue operations of their exploration under the BeMetals Operation Agreement.
Thunder Mountain Gold evaluated these impairment considerations and determined
that no such impairments occurred as of September 30, 2022.
COVID-19 Additional Precautions
Thunder Mountain Gold Inc. has also taken steps to mitigate the potential risks
to employees and suppliers posed by the spread of COVID-19. The Company has
taken extra precautions for employees who work under the terms of the BeMetals
Option Agreement and have implemented work from home policies where appropriate.
As of September 30, 2022, there has been no material adverse impact to the
BeMetals Operation Agreement. Management will continue to review and modify
plans as conditions change. Despite efforts to manage these impacts to the
Company, the ultimate impact of COVID-19 also depends on factors beyond
management's knowledge or control, including the duration and severity of this
outbreak as well as third-party actions taken to contain its spread and mitigate
its public health effects. Therefore, management cannot estimate the potential
future impact to financial position, results of operations and cash flows, but
the impacts could be material.
Plan of Operation:
FORWARD LOOKING STATEMENTS: The following discussion may contain forward-looking
statements that involve a number of risks and uncertainties. Factors that could
cause actual results to differ materially include the following: inability to
locate property with mineralization, lack of financing for exploration efforts,
competition to acquire mining properties; risks inherent in the mining industry,
and risk factors that are listed in the Company's reports and registration
statements filed with the Securities and Exchange Commission.
On February 27, 2019, the Company entered into an Option Agreement, (the
"BeMetals Option Agreement") with BeMetals Corp. Under the terms of the BeMetals
Option Agreement, BMET USA will be entitled to purchase 100% of the issued and
outstanding shares of South Mountain Mines, Inc. ("SMMI") from Thunder Mountain
Resources, Inc. ("TMRI"), both wholly owned subsidiaries of the Company. The
term of the agreement is for two years with BeMetals completing a PEA completed
by a mutually agreed third-party engineering firm. Over its term, this agreement
requires BeMetals to issue 10,000,000 shares of BMET stock to the Company, and
cash payments to the Company of $1,350,000: $1,100,000 in cash and $250,000 in
exchange for shares of the Company's common stock. Through September 30, 2022,
cash proceeds of $1,100,000 and $250,000 in exchange for shares of the Company's
common stock have been received. In the event BeMetals decides not to proceed
with the South Mountain Project, BeMetals will not be obligated to make any
additional payments.
16
--------------------------------------------------------------------------------
The Company's plan of operation through the end of the 2022 calendar year will
be supporting BeMetals Corp. during their option period and aiding in the
exploration and advancement of the project.
On September 5, 2022 Crone Geophysics based in Toronto, Canada initiated a time
domain pulse electromagnetic (PEM) survey began over a portion of the South
Mountain Mines property for BeMetals Corp. The objective of the survey is to
delineate massive sulfide mineralization within a marble unit bounded by
Paleozoic schists. Historic mining on the area was conducted on massive sulfide
mineralization associated hosted by the Laxey marble within the survey area.
Bowes (1985) describes the sulfide bodies as pipe-like dipping to the southwest
at 40-50° and raking 50°. The survey is expected to be completed by November 7,
2022.
In addition to the PEM survey, property scale topography, geology and ground
magnetics will be included to provide supporting data for the interpretation.
The digital products include raw data, intermediate processed products, and
final products in several data formats.
South Mountain Project, Owyhee County, Idaho
South Mountain is a polymetallic, carbonate replacement style deposit (CRD) in
the pre-development stage focused on high-grade zinc, silver, gold, copper and
lead. It is located approximately 70 miles southwest of Boise, Idaho (see Figure
2). The Project was intermittently mined from the late 1800s to the late 1960s
and its existing underground workings remain intact and well maintained.
Historic production at the Project has largely come from high-grade massive
sulfide bodies that remain open at depth and along strike. According to
historical smelter records, approximately 53,642 tons of mineralized material
has been mined to date. These records also indicate average grades; 14.5% Zn,
11.63 opt Ag, 0.063 opt Au, 2.4% Pb, and 1.4% Cu were mined.
Thunder Mountain Gold Inc. purchased and advanced the Project from 2007 through
2019 investing approximately US$12M during that period. The current mineral
resource estimate of the deposit is detailed in Table 3 below. The Project is
largely on and surrounded by private surface land, and as such, the permitting
and environmental aspects of the Project are expected to be straightforward.
Permits are currently in place for underground and surface exploration and
development activities.
17
--------------------------------------------------------------------------------
Figure 2. Location of South Mountain Project
[[Image Removed]]
South Mountain Project - BeMetals Option Agreement
Under the BeMetals Corporation (TSX-V: BMET) Option Agreement, BeMetals and
Thunder Mountain Gold formed a project team early in 2019 that is focused on
advancing the South Mountain Project. This Boise Idaho-based team includes key
management of Thunder Mountain Gold Inc., who have coordinated re-establishment
of the Project site prior to the start of drilling. In addition, BeMetals
appointed a project manager and project geologist for this team, along with
technical and underground support.
With the help of Thunder Mountain Gold, BeMetals (BMET) commenced drilling at
South Mountain in July of 2019 and drilled twenty-one holes totaling 7,517 feet
(2,290 meters) from five underground drilling stations within the Sonneman
level. The drilling program was designed to test potential down plunge
extensions, and overall continuity to the mineralized zones and confirm the
grade distribution of the current polymetallic mineral resource. All of the
drill core recovered from the drilling was logged on site and assayed by ALS
Chemex. Selected intervals and results are summarized in the Company`s Form 10K
for the year ended December 31, 2021.
On September 21, 2021, the Company agreed to an extension of the Option
Agreement with BeMetals Corp. The Extension is through the 2022 calendar year,
with the same terms to acquire up to a 100% interest in the South Mountain
Project in southwest Idaho, U.S.A. In exchange for the Extension, BeMetals paid
the Company the Tranche 6 Payment of $250,000.
PROJECT HIGHLIGHTS - SOUTH MOUNTAIN PROJECT
In October of 2022, BeMetals Corp. completed a ground electromagnetic (EM) Loop
geophysical survey at the South Mountain Project. This geophysical survey covers
a broad area at the Project, with the goal of identifying additional drill
targets at depth within, and outside of the main mine area. Results of the
survey are forthcoming.
In May of 2021, BeMetals Corp. completed an updated Mineral Resource Estimate
("MRE"), incorporating results from Phase 1 and 2 underground diamond drilling
programs at the South Mountain Project. The updated MRE includes a substantially
increased resource for the Project while maintaining the high-grade nature of
the mineralization.
The updated Independent MRE, which has an effective date of April 20, 2021, was
prepared in accordance with National Instrument 43-101 Standards of Disclosure
for Mineral Projects ("NI-43-101") by Hard Rock Consulting, LLC, based in the
U.S.A. A technical report for this MRE was filed with SEDAR, and on the
Company's website, within 45 days from the date of this news release.
18
--------------------------------------------------------------------------------
After signing the Option Agreement Extension, BeMetals Corp. embarked on a phase
3 program at South Mountain with the objective to significantly expand the scale
of the current Mineral Resource Estimate ("MRE") at South Mountain (See Summary
of the MRE below), testing and establishing the down depth extent of
mineralization on the DMEA zone. The DMEA Zone is the largest known body of
mineralization on the Property, containing the majority of tonnage in the
current MRE, and the mineralized zone remains open at depth.
Based on the last two phases of underground drilling and all the historical
exploration data available, we believe there is the potential to expand the
down-plunge extensions of the mineral resource with this new phase of surface
drilling at the Property. The plan is to initially complete approximately 7,000
feet (2,100 meters) of surface core drilling in this phase of exploration.
Assuming this exploration program is successful, the BMET will update the
current MRE and continue the ongoing Preliminary Economic Assessment for the
Project in 2022.
By December of 2021, 2 surface core holes had been drilled for a combined total
of 3,600 feet, the results of which were added to the resource model.
Figure 1: 3D Perspective view inclined 200 looking north-north-east, with hole
locations for SM20-028 thru SM20-050
[[Image Removed]]
19
--------------------------------------------------------------------------------
[[Image Removed]]
Figure 1: 3D Perspective View inclined at 20 degrees looking north-north-east,
showing locations of rib-sampling, priority target zones, and the phase 1 drill
holes and highlighted the recent SM19-016, SM19-017 and SM19-018
20
--------------------------------------------------------------------------------
[[Image Removed]]
Figure 2: Plan View of the Sonneman & Laxey Levels, South Mountain Deposit,
showing locations of rib-sampling, priority target zones, and drill holes
SM19-016, SM19-017 and SM19-018
21
--------------------------------------------------------------------------------
[[Image Removed]]
Figure 3: Plan View of Sonneman & Laxey Levels,
showing locations of previously reported rib sampling
QUALITY ASSURANCE AND QUALITY CONTROL PROCEDURES
The project employs a rigorous QC/QA program that includes blanks, duplicates
and appropriate certified standard reference material. All samples are
introduced into the sample stream prior to sample handling/crushing to monitor
analytical accuracy and precision. The insertion rate for the combined QA/QC
samples is 10 percent or more depending upon batch sizes. ALS Global completed
the analytical work with the core samples processed at their preparation
facility in Reno, Nevada, U.S.A. All analytical and assay procedures are
conducted in the ALS facility in North Vancouver, BC. The samples are processed
by the following methods as appropriate to determine the grades; Au-AA23-Au 30g
fire assay with AA finish, ME-ICP61-33 element four acid digest with ICP-AES
finish, ME-OG62-ore grade elements, four acid with ICP-AES finish, Pb-OG62-ore
grade Pb, four acid with ICP-AES finish, Zn-OG62-ore grade Zn, four acid digest
with ICP-AES finish, Ag-GRA21-Ag 30g fire assay with gravimetric finish.
22
--------------------------------------------------------------------------------
Note to United States investors concerning estimates of measured, indicated and
inferred resources.
Information concerning our mining properties has been prepared in accordance
with the requirements of subpart 1300 of Regulation SK, which first became
applicable to us for the fiscal year ended December 31, 2021. These requirements
differ significantly from the previously applicable disclosure requirements of
SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K
requires us to disclose our mineral resources, in addition to our mineral
reserves, as of the end of our most recently completed fiscal year both in the
aggregate and for each of our individually material mining properties. You are
cautioned that mineral resources do not have demonstrated economic value.
Mineral resources are subject to further exploration and development, are
subject to additional risks, and no assurance can be given that they will
eventually convert to future reserves. Inferred Resources, in particular, have a
great amount of uncertainty as to their existence and their economic and legal
feasibility. Investors are cautioned not to assume that any part or all of the
Inferred Resource exists or is economically or legally mineable. See Item 1A,
Risk Factors.
Disclosure of the NI-43-101 has been prepared in accordance with the
requirements of Canadian securities laws, including Canadian National Instrument
43-101 ("NI 43-101"). The Highlights of South Mountain NI-43-101 section refers
to "mineral resources," "measured mineral resources," "indicated mineral
resources," and "inferred mineral resources."
Qualified Person - The technical information in this Form 10K has been reviewed
and approved by Larry D. Kornze, (Retired) , Qualified Person, and Director of
Thunder Mountain Gold Inc., and a "Qualified Person" as defined by National
Instrument 43-101 standards.
This property is without known reserves and the proposed program is exploratory
in nature according to Instruction 3 to paragraph (b)(5) of the SEC`s Industry
Guide 7. There are currently no permits required for conducting exploration in
accordance with the Company`s current board approved exploration plan.
Trout Creek Project, Lander County, Nevada
The Trout Creek project is a highly prospective gold exploration target located
along the western flank of the Shoshone Mountain Range in the Reese River Valley
in Lander County, Nevada. The Project is located approximately 155 air miles
northeast of Reno, Nevada, or approximately 20 miles south of Battle Mountain,
Nevada, in Sections 10, 11, 14, 16, 21, 22, 27; T.29N.; R.44E. Mount Diablo
Baseline & Meridian, Lander County, Nevada. Latitude: 40 23' 36" North,
Longitude: 117 00' 58" West. The property is generally accessible year-round by
traveling south from Battle Mountain Nevada on state highway 305, which is
paved.
During the year ended December 31, 2021, the Company made the decision to retain
26 (approximately 520 acres) of the 87 unpatented lode mining claims in the
Trout Creek area. The Company's 26 unpatented mining claims are staked along a
recognizable structural zone in the Eureka-Battle Mountain mineralized gold
trend. The Company paid annual fees to BLM of $4,290 and Lander County $324
fees.
The Trout Creek target is anchored by a regional gravity anomaly on a
well-defined northwest-southeast trending break in the alluvial fill thickness
and underlying bedrock. Previous geophysical work in the 1980s revealed an
airborne magnetic anomaly associated with the same structure, and this was
further verified and outlined in 2008 by Company personnel, with consultation
from Jim Wright - Wright Geophysics using a ground magnetometer. The target is
covered by alluvial fan deposits of generally unknown thickness, shed from the
adjacent Shoshone Range, a fault block mountain range composed of Paleozoic
sediments of both upper and lower plate rocks of the Roberts Mountains thrust.
Wright Geophysics also conducted a ground gravity survey and CSMAT over the
pediment target area and this provided insight into the gravel-bedrock contact
as well as defining the favorable structural setting within the buried bedrock.
An untested drill target was identified under the gravel pediment along these
structures, and the geophysics showed that the bedrock was within 500 feet of
the surface, which is reasonable depth for exploration drilling and potential
mining if a significant mineralization is encountered.
23
--------------------------------------------------------------------------------
The Company does not plan to conduct any work on the Trout Creek Property in
2022, but instead will focus all of their efforts on their South Mountain
Project.
There are currently no environmental permits required for the planned
exploration work on the property. In the future, a notice of intent may be
required with the Bureau of Land Management.
Competition
We are an exploration stage company. We compete with other mineral resource
exploration and development companies for financing and for the acquisition of
new mineral properties. Many of the mineral resource exploration and development
companies with whom we compete have greater financial and technical resources
than us. Accordingly, these competitors may be able to spend greater amounts on
acquisitions of mineral properties of merit, on exploration of their mineral
properties and on development of their mineral properties. In addition, they may
be able to afford greater geological expertise in the targeting and exploration
of mineral properties. This competition could result in competitors having
mineral properties of greater quality and interest to prospective investors who
may finance additional exploration and development. This competition could
adversely impact on our ability to finance further exploration and to achieve
the financing necessary for us to develop our mineral properties.
Employees
The Company employs three full-time officers. As part of the BeMetals agreement,
the Company allowed these officers to work on the South Mountain Project on a
consulting arrangement with BeMetals.
Results of Operations:
For the nine months ended September 30, 2022, the Company recorded a net loss of
$1,263,799 compared to net loss of $512,537 for the same period ended September
30, 2021. The increased net loss for the nine months ended September 30, 2022,
compared to the previous year's comparable period is primarily due to a decrease
in revenue as a result of recognized revenue of $500,000 on the sale of mineral
interest in the nine months ended September 30, 2021, as part of BeMetals Option
Agreement. Also contributing to the larger loss during 2022 are Legal and
accounting costs that increased from $37,635 to $106,329, an increase of 55%,
management and administrative expense increased by $186,372. Partially
offsetting the effect of these items in 2022 was the fact the Company had
unrealized loss of $851,060 recognized on the Company's investment in BeMetals,
for the nine months ended September 30, 2022, compared to the same period
unrealized loss of $913,942 for the nine months ended September 30, 2021.
Three-month period comparisons
Total revenue for the three-month periods ended September 30, 2022, and 2021 was
$75,000, and $325,000, respectively. Management services income from the Be
Metals contract totaled $75,000 for both quarters. The company reported a gain
of $250,000 on the sale of mineral interest for the three months ended September
30, 2021 pursuant to the BeMetals agreement. Total operating expenses for the
three months ending September 30, 2022, of $143,912 increased from the same
respective time period in 2021 by $7,422 or 5%. Legal and Accounting expense
increased by $7,050 or 50% to $21,237 compared to $14,187 for the same period
last year. Exploration, Management and administrative and depreciation expense
remained consistent with the prior year.
Nine-month period comparisons
Total revenues for the nine-month period September 30, 2022 decreased $500,000,
or 69%, to $225,000 compared with $725,000 in the same period last year, While
management service income remained consistent at $225,000 for both years, the
gain on mineral interest decreased to $500,000 as a result of payments receive
pursuant to the terms of the Be Metals option agreement. Total operating
expenses for the nine months ending September 30, 2022 of $638,331 increased
from the same respective time period in 2021 by $213,667 or 50%. Exploration
expenses remained consistent with the prior year while legal and accounting
expenses increased. Management and administrative expense increased by $186,372
or 55% principally due to stock compensation of $158,341 for stock options
issued to our officers and directors on March 21, 2022. There were no stock
options issued during the nine months ended September 30, 2021.
24
--------------------------------------------------------------------------------
The consolidated financial statements for the nine-months ended September 30,
2022 have been prepared under the assumption that we will continue as a going
concern. Such assumption contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
consolidated financial statements as of September 30, 2022, we have sufficient
cash reserves to cover normal operating expenditures for the following 12
months.
Liquidity and Capital Resources:
The consolidated financial statements for the year ended September 30, 2022 have
been prepared under the assumption that we will continue as a going concern.
Such assumption contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the consolidated
financial statements for the three-month period ended September 30, 2022, we
have sufficient cash reserves to cover normal operating expenditures for the
following 12 months.
The liquidity of the Company was enhanced on February 27, 2019 when the Company
entered the BeMetals Option Agreement with BeMetals Corp., and BMET USA, a
wholly owned subsidiary of BeMetals. Under the terms of the BeMetals Option
Agreement, BMET USA will be entitled to purchase 100% of the issued and
outstanding shares of SMMI from TMRI, both wholly owned subsidiaries of the
Company. The term of the agreement is for two years with BeMetals completing a
preliminary economic assessment ("PEA") completed by a mutually agreed
third-party engineering firm. Over its term, this agreement requires cash
payments to the Company of $1,350,000; $1,100,000 in cash and $250,000 in
exchange for shares of the Company's common stock. Through September 30, 2022,
cash proceeds of $1,100,000 and $250,000 in exchange for shares of the Company's
common stock have been received. BeMetals also agreed to pay the Company $25,000
per month for management services. In the event that BeMetals decides not to
proceed with the South Mountain Project, BeMetals will not be obligated to make
any additional payments.
The Company has historically incurred losses, however, under the BeMetals Option
Agreement, the Company now has a recurring source of revenue, and its ability to
continue as a going concern is no longer dependent on equity capital raises and
borrowings. However, the Company believes it has the ability to raise capital in
order to fund its future exploration and working capital requirements if
necessary.
Potential additional sources of cash, include additional external debt, the sale
of shares of our stock, or alternative methods such as mergers or sale of
8,000,000 BeMetals common stock shares held by the company. (See South Mountain
Project above), No assurances can be given, however, that we will be able to
obtain any of these potential sources of cash.
Our plans for the long-term continuation as a going concern include financing
our future operations through sales of our common stock and/or debt and the
potential exploitation of our mining properties. Our plans may also, at some
future point, include the formation of mining joint ventures with senior mining
company partners on specific mineral properties whereby the joint venture
partner would provide the necessary financing in return for equity in the
property.
In addition to the BeMetals Corp. Option Agreement, we believe that the Company
will be able to meet its financial obligations because of the following:
º On October 19, 2022, we had $717,102 cash in our bank accounts.
º We do not include in this consideration any option payments mentioned
below.
º Management is committed to manage expenses of all types to not exceed the
on-hand cash resources of the Company at any point in time, now or in the
future.
º The Company will also consider other sources of funding, including
potential mergers, the sale of all or part of the Company`s BeMetals Corp.
(TSX-V: BMET) common shares beneficially held, and/or additional farm-out
of its other exploration property.
For the nine-month period ended September 30, 2022 the Company reported a net
cash decrease of $315,802, compared to a net cash increase of $946,420 for the
same period in 2021. The Company reported net cash used by operating activities
of $277,802 compared to cash used by operating activities of $198,863 for the
same period in 2021. The Company did not have any cash provided or used by
investing for the period ended September 30, 2022 compared to cash provided by
investing activities of $1,149,557 for the same period in 2021. In 2021 the
Company received cash from investing activities of $500,000 from the sale of
mineral interests for Tranche 5 and 6 payment, pursuant to the BeMetals Option
Agreement, and $649,557 proceeds from sale of 2,000,000 shares of BeMetals
common shares. The Company reported cash used in financing activities of $38,000
and $4,274 for the period ended September 30, 2022 and 2021, respectively,
related to the repayment of related party notes payable to officer and directors
of the Company.
25
--------------------------------------------------------------------------------
Our future liquidity and capital requirements will depend on many factors,
including timing, cost and progress of our exploration efforts, our evaluation
of, and decisions with respect to, our strategic alternatives, and costs
associated with the regulatory approvals. If it turns out that we do not have
enough cash to complete our exploration programs, we will attempt to raise
additional funds from a public offering, a private placement, mergers, farm-outs
or loans.
Additional financing may be required in the future to fund our planned
operations. We do not know whether additional financing will be available when
needed or on acceptable terms, if at all. If we are unable to raise additional
financing, when necessary, we may have to delay our exploration efforts or any
property acquisitions or be forced to cease operations. Collaborative
arrangements may require us to relinquish our rights to certain of our mining
claims.
Contractual Obligations
During 2008 and 2009, three lease arrangements were made with landowners that
own land parcels adjacent to the Company's South Mountain patented and
unpatented mining claims. The leases were for a seven-year period, with options
to renew, with annual payments (based on $20 per acre) listed in the following
table. The leases have no work requirements.
Payments due by period
Contractual obligations Less than 2-3 4-5 More than
Total* 1 year years years 5 years
Acree Lease (yearly, June)(1) $ 3,390 $ 3,390 - - $ -
Lowry Lease (yearly,
October)(1)(2) $ 22,560 $ 11,280 $ 11,280 - $ -
OGT LLC(3) $ 25,000 $ 5,000 $ 10,000 $ 10,000 $ -
Total $ 50,950 $ 19,670 $ 21,280 $ 10,000 $ -
(1) Amounts shown are for the lease periods years 15 through 16, a total of 2
years that remains after 2021, the lease was extended an additional 10 years at
$30/acre after 2014.
(2) The Lowry lease has an early buy-out provision for 50% of the remaining
amounts owed in the event the Company desires to drop the lease prior to the end
of the first seven-year period.
(3) OGT LLC, managed by the Company's wholly owned subsidiary SMMI, receives a
$5,000 per year payment for up to 10 years, or until a $5 million capped NPI
Royalty is paid.
Critical Accounting Policies
We have identified our critical accounting policies, the application of which
may materially affect the financial statements, either because of the
significance of the financials statement item to which they relate, or because
they require management's judgment in making estimates and assumptions in
measuring, at a specific point in time, events which will be settled in the
future. The critical accounting policies, judgments and estimates which
management believes have the most significant effect on the financial statements
are set forth below:
a) Estimates. Our management routinely makes judgments and estimates about the
effect of matters that are inherently uncertain. As the number of variables and
assumptions affecting the future resolution of the uncertainties increase, these
judgments become even more subjective and complex. Although we believe that our
estimates and assumptions are reasonable, actual results may differ
significantly from these estimates. Changes in estimates and assumptions based
upon actual results may have a material impact on our results of operation
and/or financial condition.
b) Stock-based Compensation. The Company records stock-based compensation in
accordance with ASC 718, "Compensation - Stock Compensation" using the fair
value method. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable.
26
--------------------------------------------------------------------------------
c) Income Taxes. We have current income tax assets recorded in our financial
statements that are based on our estimates relating to federal and state income
tax benefits. Our judgments regarding federal and state income tax rates, items
that may or may not be deductible for income tax purposes and income tax
regulations themselves are critical to the Company's financial statement income
tax items.
d) Investments. In a joint venture where the Company holds more than 50% of the
voting interest and has significant influence, the joint venture is consolidated
with the presentation of non-controlling interest. In determining whether
significant influences exist, the Company considers its participation in
policy-making decisions and its representation on the venture's management
committee.
© Edgar Online, source Glimpses