================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2006
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period ________________ to ________________
Commission file number 33-00215
UNITED STATES ANTIMONY CORPORATION
--------------------------------------------------------------------------------
(Name of small business issuer in its charter)
MONTANA 81-0305822
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 643, THOMPSON FALLS, MONTANA 59873
---------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (406) 827-3523
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 is a shell company as defined by
Rule 12b-2 of the Exchange act. YES [_] No [X]
Transitional Small Business Disclosure Format YES [_] No [X]
At November 16, 2006, the registrant had outstanding 38,896,975,shares of par
value $0.01 common stock.
================================================================================
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD ENDED
SEPTEMBER 30, 2006
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...................................8
Item 3: Controls and Procedures..............................................12
PART II - OTHER INFORMATION
Item 1: Legal Proceedings....................................................14
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds..........14
Item 3: Defaults among Senior Securities.....................................14
Item 4: Submission of Matters to a Vote of Security Holders..................14
Item 5: Other Information....................................................14
Item 6: Exhibits and Reports on Form 8-K.....................................14
SIGNATURE.....................................................................15
CERTIFICATIONS................................................................
[The balance of this page has been intentionally left blank.]
2
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 2006
ASSETS
Current Assets:
Cash $ 101,327
Accounts receivable, less allowance for doubtful accounts of $30,000 61,344
Inventories 311,151
------------
Total current assets 473,822
Properties, plants and equipment, net 1,396,973
Restricted cash for reclamation bonds 90,845
Deferred financing costs, net amortization 9,375
------------
Total assets $ 1,971,015
============
LIABILITES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Checks issued and payable $ 65,912
Accounts payable 617,645
Accrued payroll and related taxes 73,384
Other accrued liabilities 72,483
Deferred revenue 21,735
Accrued interest payable 43,472
Payable to related parties 252,304
Long-term debt, current 33,059
Accrued reclamation costs, current 71,250
------------
Total current liabilities 1,251,244
Secured convertible and convertible notes payable to related party 100,000
Long term debt, noncurrent 559,334
Accrued reclamations costs, noncurrent 71,250
------------
Total liabilities 1,981,828
============
Commitments and contingencies (Note 3)
Stockholders' deficit
Preferred stock, $0.01 par value, 10,000,000 shares authorized:
Series B: 750,000 shares issued and outstanding 7,500
Series C: 177,942 shares issued and outstanding 1,779
Series D: 1,757,600 shares issued and outstanding 17,576
Common stock, $0.01 par value, 50,000,000 shares authorized:
38,896,975 issued and outstanding 388,970
Additional paid-in capital 20,071,731
Accumulated deficit (20,498,369)
------------
Total stockholders' deficit (10,813)
------------
Total liabilities and stockholders' deficit $ 1,971,015
============
The accompanying notes are an integral part of these financial statements.
3
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE 3 FOR THE 3 FOR THE 9 FOR THE 9
MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED
30-SEP-2006 30-SEP-2005 30-SEP-2006 30-SEP-2005
------------ ------------ ------------ ------------
Antimony Division
Revenues: $ 780,917 $ 506,414 $ 2,408,774 $ 1,862,453
------------ ------------ ------------ ------------
Cost of Sales:
Production costs 477,478 365,482 1,637,184 1,357,928
Depreciation 10,096 11,200 25,609 31,800
Freight and delivery 43,295 28,114 148,304 120,453
General and administrative 6,791 1,365 23,791 33,888
Direct sales expense 13,001 19,794 48,632 46,779
------------ ------------ ------------ ------------
550,661 425,955 1,883,520 1,590,848
------------ ------------ ------------ ------------
Gross profit - Antimony 230,256 80,459 525,254 271,605
------------ ------------ ------------ ------------
Zeolite Division
Revenues: 384,527 255,783 880,892 943,461
------------ ------------ ------------ ------------
Cost of Sales:
Production costs 270,550 201,057 779,097 699,221
Depreciation 29,037 26,583 84,844 62,983
Freight and delivery 18,454 2,445 39,986 51,297
General and administrative 67,209 60,199 176,883 207,198
Direct sales expense 19,419 29,874 55,824 93,860
------------ ------------ ------------ ------------
404,669 320,158 1,136,634 1,114,559
------------ ------------ ------------ ------------
Gross profit (loss) - Zeolite (20,142) (64,375) (255,742) (171,098)
------------ ------------ ------------ ------------
Gross profit - Combined 210,114 16,084 269,512 100,507
------------ ------------ ------------ ------------
Other (income) expense:
Corporate general and administrative 66,614 61,305 230,072 206,034
Exploration expense 125,655 -- 335,631 --
USAMSA investment adjustment -- 882 -- 2,646
Interest income and other (4,265) (1,384) (5,526) (2,037)
Interest expense 28,857 38,027 80,600 111,876
Factoring expense 26,013 17,504 68,764 71,449
------------ ------------ ------------ ------------
Net other (income) expense 242,874 116,334 709,541 389,968
------------ ------------ ------------ ------------
Net loss $ (32,760) $ (100,250) $ (440,029) $ (289,461)
------------ ------------ ------------ ------------
Net loss per share of common stock - basic NIL NIL $ (0.01) NIL
------------ ------------ ------------ ------------
Basic weighted average shares outstanding 37,283,985 32,546,137 35,736,439 31,951,659
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED
----------------------------
30-SEP-2006 30-SEP-2005
------------ ------------
Cash flows from operating activities:
Net loss $ (440,029) $ (289,461)
Adjustments to reconcile net loss to net
cash used by operating activities:
Common stock issued for directors services 49,500
Depreciation and amortization 117,327 103,054
Change in:
Restricted cash (3,927) 4,595
Accounts receivable 47,970 (49,610)
Inventories (121,408) 106,084
Accounts payable 56,264 28,400
Accrued payroll and related taxes (30,656) 30,524
Other accrued liabilities (6,191) (1,554)
Deferred revenue (48,265) (30,000)
Accrued interest payable (10,110) 46,417
Payable to related parties (24,052) (2,173)
------------ ------------
Net cash used by operating activities (413,577) (53,724)
------------ ------------
Cash flow from investing activities:
Purchase of properties, plants and equipment (438,371) (262,295)
------------ ------------
Net cash used by investing activities (438,371) (262,295)
------------ ------------
Cash flow from financing activities:
Proceeds from issuance of common stock 547,800 51,000
Proceeds from exercise of common stock warrants 225,000 253,375
Proceeds from exercise of Series D preferred stock warrants 23,000
Principal payments on debt (111,912) (73,039)
Proceeds from notes payable to bank 58,019
Proceeds from related party payable 25,000
Change in checks issued and payable 4,546 --
------------ ------------
Net cash provided by financing activities 665,434 337,355
------------ ------------
Net change in cash (186,514) 21,336
------------ ------------
Cash, beginning of period 287,841 11,642
------------ ------------
Cash, end of period $ 101,327 $ 32,978
============ ============
Non cash investing and financing activities:
Common stock issued for acquisition of property, plant & equipment $ 43,500
Common stock issued for conversion of debt and related accrued interest $ 281,251 $ 32,441
Property, plant & equipment acquired with payable $ 95,000
The accompanying notes are an integral part of these financial statements.
5
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION:
The unaudited consolidated financial statements have been prepared by the
Company in accordance with accounting principles generally accepted in the
United States of America for interim financial information, as well as the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America 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 of the interim
financial statements have been included. Operating results for the three and
nine-month periods ended September 30, 2006 are not necessarily indicative of
the results that may be expected for the full year ending December 31, 2006.
Certain consolidated financial statement amounts for the three and nine-month
periods ended September 30, 2005 have been reclassified to conform to the 2006
presentation. These reclassifications had no effect on the net loss or
accumulated deficit as previously reported.
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,
2005.
At December 31, 2005, the Company owned 50% of United States Antimony, Mexico
S.A. de C.V. ("USAMSA"). The Company accounted for this investment interest
using the equity method. In March, 2006, the Company acquired the other 50% of
USAMSA. USAMSA is included in the consolidated financial information at
September 30, 2006 and inter-company balances and transactions have been
eliminated in consolidation.
2. LOSS PER COMMON SHARE:
The Company accounts for its income (loss) per common share according to the
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS
No. 128"). Under the provisions of SFAS No. 128, primary and fully diluted
earnings per share are replaced with basic and diluted earnings per share. Basic
earnings per share is arrived at by dividing net income (loss) available to
common stockholders by the weighted average number of common shares outstanding,
and does not include the impact of any potentially dilutive common stock
equivalents. Common stock equivalents, including warrants to purchase the
Company's common stock and common stock issuable upon the conversion of
debentures are excluded from the calculations when their effect is antidilutive.
Common stock equivalents at September 30, 2006, including warrants of 8,676,727
shares to purchase the Company's common stock and 500,000 shares of common stock
issuable upon the conversion of debentures are excluded from the calculations
because their effect would be antidilutive.
3. COMMITMENTS AND CONTINGENCIES:
The Company's management believes that USAC is currently in substantial
compliance with environmental regulatory requirements and that its accrued
environmental reclamation costs are representative of management's estimate of
costs required to fulfill its reclamation obligations. Such costs are accrued at
the time the expenditure becomes probable and the costs can reasonably be
estimated.
6
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
3. COMMITMENTS AND CONTINGENCIES, CONTINUED:
The Company recognizes, however, that in some cases future environmental
expenditures cannot be reliably determined due to the uncertainty of specific
remediation methods, conflicts between regulating agencies relating to
remediation methods and environmental law interpretations, and changes in
environmental laws and regulations. Any changes to the Company's reclamation
plans as a result of these factors could have an adverse affect on the Company's
operations. The range of possible losses in excess of the amounts accrued cannot
be reasonably estimated at this time.
4. BUSINESS SEGMENTS
The Company has two operating segments, antimony and zeolite. Selected
information with respect to segments for the nine month periods ended September
30, 2006 and 2005 are as follows:
2006 2005
---------- ----------
Capital expenditures:
Antimony $ 409,799 $
Zeolite $ 167,074 $ 262,295
5. CONVERSION OF DEBT
During the three month period ended September 30, 2006, the Company issued
1,406,250 shares of its restricted common stock in exchange for outstanding
convertible debt and related accrued interest totaling $281,251.
6. ADOPTION OF NEW ACCOUNTING PRINCIPLE
On January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment," ("SFAS 123(R)") which
requires the measurement of the cost of employee services received in exchange
for an award of an equity instrument based on the grant-date fair value of the
award. SFAS 123(R) supersedes previous accounting guidance under the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25").
The Company adopted SFAS 123(R) using the modified prospective transition
method, which requires the application of the accounting standard as of January
1, 2006. There was no impact on the financial statements as of and for the three
months ended March 31, 2006 as a result of the adoption of SFAS 123(R). In
accordance with the modified prospective transition method, the financial
statements for prior periods have not been restated to reflect, and do not
include, the impact of SFAS 123(R).
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
GENERAL
This report contains both historical and prospective statements concerning the
Company and its operations. Prospective statements (known as "forward-looking
statements") may or may not prove true with the passage of time because of
future risks and uncertainties. The Company cannot predict what factors might
cause actual results to differ materially from those indicated by prospective
statements.
RESULTS OF OPERATIONS
The Company's operations resulted in a net loss of $440,029 for the nine-month
period ended September 30, 2006, compared with a net loss of $289,461 for the
same period ended September 30, 2005. The increase in the loss for the third
quarter of 2006 compared to the similar period of 2005 is primarily due to an
increase in expenses related to the exploration and development of the Mexican
Project.
In 2005, USAC formed a Mexican Company called Antimonio de Mexico, S. A. de C.
V. ("ADM"). ADM then signed an exclusive contract to explore and exploit a 40
hectar concession in the State Queretaro, Mexico with an option to purchase. A
Mexican Government Monograph (Consejo de Recursos Minerales Publicacio M-4e)
reported a resource of 1,000,000 metric tons having a grade of 1.8% antimony and
8.1 ounces per ton silver. During the first quarter of 2006, ADM obtained 466
hectars nearby that represents a continuation of the mineralized zone. ADM then
purchased the other 50% of the outstanding stock of United States Antimony de
Mexico S. A. de C. V. ("USAMSA") giving USAC a 100% ownership in USAMSA through
ADM. USAMSA operated an antimony smelting facility in the State of Coahuila that
has been shut down since 1996. ADM also purchased the real property consisting
of 6 hectars and all the equipment at the smelter site. During the second
quarter of 2006, the USAMSA smeltering facility at Madero, Coahuila, Mexico was
completed with new furnaces, scrubber, pond, office, laboratory, fans, and was
completely re-wired. Equipment including scales, crushers, compressors,
scrubbers, dust collectors, water systems and various other equipment were
installed. Activity in Mexico increase exploration expense during the three
quarters ended September 30, 2006.
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTH
PERIOD ENDED SEPTEMBER 30, 2005.
The Company's operations resulted in a net loss of $32,760 for the three-month
period ended September 30, 2006, compared with a net loss of $100,250 for the
same period ended September 30, 2005. The decrease in the loss for the third
quarter of 2006 compared to the similar period of 2005 is primarily due to an
increase in profitability of the antimony division.
ANTIMONY DIVISION:
------------------
Total revenues from antimony product sales for the third quarter of 2006 were
$780,917 compared with $506,414 for the comparable quarter of 2005, an increase
of $274,503 or 54%. The increase is directly related to increase in average
sales price by 62% plus production from a legacy slag pile at Thompson Falls,
Montana. During the three-month period ended September 30, 2006, 76% of the
Company's revenues from antimony product sales were from sales to one customer.
Sales of antimony products during the third quarter of 2006 consisted of 307,321
pounds at an average sale price of $2.54 per pound. During the third quarter of
2005 sales of antimony products consisted of 311,732 pounds at an average sale
price of $1.62 per pound.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
The cost of antimony production was $477,478, or $1.55 per pound sold, during
the third quarter of 2006 compared to $365,482, or $1.17 per pound sold, during
the third quarter of 2005. The increase in the cost of production is primarily
related to the increase in the cost of raw materials and to a lesser extent the
increased cost of fuel.
Antimony depreciation for the third quarter of 2006 was $10,096 compared to
$11,200 for the third quarter of 2005. The decrease in depreciation directly
related to equipment being fully depreciated.
Antimony freight and delivery for the third quarter of 2006 was $43,295 compared
to $28,114 of freight and delivery expense during the third quarter of 2005. The
increase is directly related to increase in fuel and delivery increases.
General and administrative expenses in the antimony division were $6,791 during
the third quarter of 2006 compared to $1,365 during the same quarter of 2005.
The increase in the general and administrative expenses is related to the
reclassification of general and administrative accounts to better reflect the
expenses.
Antimony sales expenses were $13,001 in the third quarter of 2006 compared with
$19,794 during the third quarter of 2005. The decrease is related to fewer
commissions paid during the third quarter of 2006.
ZEOLITE DIVISION:
-----------------
Sales of zeolite products during the third quarter of 2006 were $384,527 at an
average sales price of $148.35 per ton, compared with the same quarter sales in
2005 of $255,783 at an average sales price of $89.34 per ton. The increase in
sales of zeolite during the third quarter of 2006 was $128,744 and represents a
50% increase over those during the same quarter of 2005. The increase in the
average sales price is due to better marketing and more packaging costs due to
smaller package weight denominations.
The cost of zeolite production was $270,550, or $104.43 per ton sold, for the
third quarter of 2006 compared to $201,057, or $70.23 per ton sold, during the
third quarter of 2005. The increase in the cost of production is related to the
increase in fuel prices and more packaging costs.
Zeolite depreciation for the third quarter of 2006 was $29,037 compared to
$26,583 for the third quarter of 2005. The increase in depreciation is due to
the continued purchase of capital assets associated with zeolite production.
Zeolite freight and delivery for the third quarter of 2006 was $18,454 compared
to $2,445 for the third quarter of 2005. The increase is due to the increase in
fuel and delivery charges.
During the third quarter of 2006, the Company incurred costs totaling $67,209
associated with general and administrative expenses of its 100% owned subsidiary
Bear River Zeolite Company, compared to $60,199 of such expenses in the
comparable quarter of 2005.
Zeolite sales expenses were $19,419 during the third quarter of 2006 compared to
$29,874 during the third quarter of 2005. The decrease is directly related to a
reduction in the zeolite sales work force.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
ADMINISTRATIVE
--------------
Interest expense of $28,857 was incurred during the third quarter of 2006
compared to $38,027 during the third quarter of 2005. The decrease is due to the
decrease in notes payable.
Accounts receivable factoring expense was $26,013 during the third quarter of
2006 compared to $17,504 during the third quarter of 2005. The increase was
primarily due to the increase in sales in the antimony division.
General and administrative expenses for the corporation were $66,614 during the
third quarter of 2006 compared to $61,305 for the same quarter in 2005. The
increase is primarily due to the increase in general and administrative
activities associated with the Mexican Project.
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTH
PERIOD ENDED SEPTEMBER 30, 2005.
ANTIMONY DIVISION:
------------------
The sales for the first nine months of 2006 were $2,408,774 compared to
$1,862,453 for the first nine months of 2005 which represents a 29% increase.
The increase is related to the average sales price increase.
The cost of antimony production was $1,637,184 during the third quarter of 2006
compared to $1,357,928 during the third quarter of 2005. The increase in the
cost of production is primarily related to the increase in the cost of raw
materials and to a lesser extent the increase in the cost of fuel.
Antimony depreciation for the first nine months of 2006 was $25,609 compared to
$31,800 for the first nine months of 2005. The decrease in depreciation directly
related to equipment being fully depreciated.
Antimony freight and delivery for the first six month of 2006 was $148,304
compared to $120,453 of freight and delivery expense during the first nine
months of 2005. The increase is directly related to increase in fuel and
delivery increases.
General and administrative expenses in the antimony division were $23,791 during
the first nine months of 2006 compared to $33,888 during the same quarter of
2005. The decrease in general and administrative expenses for the first nine
months is directly related to a reduction in force.
Antimony sales expenses were $48,632 in the first nine months of 2006 compared
with $46,779 during the first nine months of 2005. The increase is related to
commission paid during the third quarter of 2006.
ZEOLITE DIVISION:
-----------------
Sales of zeolite products during the first nine months of 2006 were $880,892
compared with the same quarter sales in 2005 of $943,461. The decrease in sales
for the first nine months of 2006 compared to the same quarter of 2005 was due
to the loss of a major customer and the consequent decrease in product sold.
The cost of zeolite production was $779,097 for the first nine months of 2006
compared to $699,221 for first nine months of 2005. The increase in the cost of
production is related to the increase in costs of fuel and plant maintenance and
the decrease in production of product.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
Zeolite depreciation for the third quarter of 2006 was $84,844 compared to
$62,983 for the first nine months of 2005. The increase in depreciation is due
to the continued purchase of capital assets associated with zeolite production.
Zeolite freight and delivery for the first nine months of 2006 was $39,986
compared to $51,297 for the first nine months of 2005. The decrease is due to
decrease in product produced and shipped.
During the first nine months of 2006, the Company incurred costs totaling
$176,883 associated with general and administrative expenses of it's 100% owned
subsidiary Bear River Zeolite Company, compared to $207,198 of such expenses in
the comparable quarter of 2005. The decrease is due to the decrease in
production and sales in the third quarter of 2006.
Zeolite sales expenses were $55,824 during the first nine months of 2006
compared to $93,860 during the third quarter of 2005. The decrease is directly
related to a reduction in the zeolite sales work force.
ADMINISTRATIVE:
---------------
Interest expense of $80,600 was incurred during the first nine months of 2006
compared to $111,876 during the first nine months of 2005. The decrease is due
to the decrease in notes payable.
General and administrative expenses for the corporation were $230,072 during the
first nine months of 2006 compared to $206,034 for the same quarter in 2005. The
increase is primarily due to the increase in general and administrative
activities associated with the Mexican Project.
FINANCIAL CONDITION AND LIQUIDITY
At September 30, 2006, Company assets totaled $1,971,015, and there was a
stockholders' deficit of $10,813. The stockholders' deficit decreased $707,020
from December 31, 2005, primarily due to the issuance of shares of common stock.
The Company issued 1,406,250 shares of its restricted common stock for the
conversion of $281,251 of principal and accrued interest on a Convertible
Debenture that was secured by 100% of the stock of Bear River Zeolite Co., Inc.
At September 30, 2006 the Company's total current liabilities exceeded its total
current assets by $777,422. Due to the Company's operating losses, negative
working capital, and stockholders' deficit, the Company's independent
accountants included a paragraph in the Company's 2005 financial statements
relating to a going concern uncertainty. To continue as a going concern the
Company must generate profits from its antimony and zeolite sales and to acquire
additional capital resources through the sale of its securities or from short
and long-term debt financing. Without financing and profitable operations, the
Company may not be able to meet its obligations, fund operations and continue in
existence. While management is optimistic that the Company will be able to
sustain profitable operations and meet its financial obligations, there can be
no assurance of such. The Company's management is confident, however, that it
will be able to generate cash from operations and financing sources that will
enable it to meet its obligations over the next twelve months.
Subsequent to September 30, 2006, certain marketing rights of Bear River Zeolite
were sold for $500,000. This sale also included a supply commitment by BRZ to
sell an additional 3,000 tons per month. Additionally during the fourth quarter
of 2006, the Company expects to sell the surface rights to idle mining claims
for approximately $300,000.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
Cash used by operating activities during the first nine months of 2006 was
$413,577, and resulted from net loss of $440,029 and the non-cash affects of
depreciation and amortization expenses. The costs incurred in Mexico depleted
cash resources.
Cash used in investing activities during the first nine months of 2006 was
$438,371 and primarily related to the Mexican Project and improvements to the
zeolite packaging plant and other parts of the operation.
Net cash provided by financing activities was $665,434 during the first nine
months of 2006 was primarily generated from proceeds from the sale of common
stock.
At the May 26, 2006 meeting of the Board of Directors accepted the resignation
of Director Robert A Rice due to health concerns.
ITEM 3. CONTROLS AND PROCEDURES
As required by the SEC rules, we have evaluated the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of the end
of the period covered by this Quarterly Report. This evaluation was performed
under the supervision and with the participation of the Company's management,
including the President who also serves as the Company's Financial and
Accounting officer. Based upon that evaluation, our President concluded that the
Company's controls and procedures were not effective as of the end of the period
covered by this Quarterly Report due to inadequate supervision and segregation
of duties.
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term
refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange
Commission.
In connection with the audit of the Company's consolidated financial statements
for the year ended December 31, 2005, the Company's independent registered
public accounting firm advised the Board of Directors and management of certain
significant internal control deficiencies that they considered to be, in the
aggregate material weaknesses. In particular, our independent registered public
accounting firm identified the following weaknesses in our internal control
systems: (1) lack of segregation of duties and (2) lack of formal procedures
relating to all areas of financial reporting including a lack of review by
management.
A material weakness is a significant deficiency in one or more of the internal
control components that alone or in the aggregate precludes our internal
controls from reducing to an appropriately low level of risk that material
misstatements in our financial statements will not be prevented or detected on a
timely basis. The Company considered these matters in connection with the
period-end closing of accounts and preparation of related consolidated financial
statements and determined that no prior period financial statements were
materially affected by such matters. We believe that the material weakness began
in 2003 and existed at the end of the period covered by this report.
12
ITEM 3. CONTROLS AND PROCEDURES, CONTINUED
The size of the Company has prevented us from being able to employ sufficient
resources at this time to enable us to have an adequate level of supervision and
segregation of duties within our internal control system. We will continue to
monitor and assess the costs and benefits of additional staffing within the
Company. However, we have not taken any formal steps at this time to correct the
material weaknesses identified by our independent registered public accounting
firm. If we are unable to correct these material weaknesses, there is more than
a remote likelihood that a material misstatement to our consolidated financial
statements will not be prevented or detected, in which case investors could lose
confidence in management's financial statement assertions.
This could have an adverse effect on our ability to raise additional capital and
could also have an adverse effect on our stock price.
There has been no change in the Company's internal controls over financial
reporting during the quarter ended September 30, 2006, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
controls over financial reporting.
[The balance of this page has been intentionally left blank.]
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three month period ended September 30, 2006, the Company sold for
cash 75,000 shares of its restricted common stock for $0.40 per share, issued
225,000 of it restricted common stock for $0.22 for services, issued 1,406,250
of its restricted common stock for $.20 to convert debt and related accrued
interest, and issued for cash 350,000 shares for $0.30 of its restricted common
stock to exercising warrant holders for $105,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
Reports on Form 8-K None
14
SIGNATURE
Pursuant to the requirements of Section 13 or 15(b) 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.
UNITED STATES ANTIMONY CORPORATION
(Registrant)
By /s/ John C. Lawrence
----------------------------------------
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting Officer)
November 20, 2006
15