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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2009
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period to
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Commission file number 33-00215
UNITED STATES ANTIMONY CORPORATION
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(Exact name of registrant as specified in its charter)
MONTANA 81-0305822
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 643, THOMPSON FALLS, MONTANA 59873
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (406) 827-3523
Indicate by check mark 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
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Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
YES No
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Indicate by check mark whether the registrant is a shell company as defined by
Rule 12b-2 of the Exchange Act.
YES No X
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At May 15, 2009 the registrant had outstanding 49,718,535 shares of par value
$0.01 common stock.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
(Do not check if a
smaller reporting company)
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UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2009
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements.............................................. 1-7
Item 2: Management's Discussion and Analysis of Results of Operations
and Financial Condition ........................................ 8-10
Item 3: Quantitative and Qualitative Disclosure about Market Risk.......... 10
Item 4: Controls and Procedures......................................... 10-11
PART II - OTHER INFORMATION
Item 1: Legal Proceedings.................................................. 12
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds........ 12
Item 3: Defaults upon Senior Securities.................................... 12
Item 4: Submission of Matters to a Vote of Security Holders................ 12
Item 5: Other Information.................................................. 12
Item 6: Exhibits and Reports on Form 8-K................................... 12
SIGNATURE.................................................................... 13
CERTIFICATIONS............................................................ 14-15
[The balance of this page has been intentionally left blank.]
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, 2009 DECEMBER 31, 2008
------------ ------------
ASSETS
Current assets:
Cash $ 65,946 $ 53,848
Accounts receivable, less allowance for doubtful accounts of
$8,345 and $10,000, respectively 63,910 66,761
Inventories 113,504 109,217
------------ ------------
Total current assets 243,360 229,826
Properties, plants and equipment, net 2,961,782 2,960,624
Restricted cash for reclamation bonds 73,164 80,664
------------ ------------
Total assets $ 3,278,306 $ 3,271,114
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable $ 25,656 $ 20,282
Accounts payable 643,192 655,381
Accrued payroll and payroll taxes 61,433 53,080
Other accrued liabilities 31,688 57,695
Deferred revenue 65,000 65,441
Accrued interest payable 27,641 26,348
Payable to related parties 12,118 232,752
Convertible note payable to a related party -- 100,000
Long-term debt, current 106,518 114,596
------------ ------------
Total current liabilities 973,246 1,325,575
Long-term debt, noncurrent 48,705 54,541
Accrued reclamation and remediation costs, noncurrent 107,500 107,500
------------ ------------
Total liabilities 1,129,451 1,487,616
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Commitments and contingencies (Note 3)
Stockholders' equity:
Preferred stock $0.01 par value, 10,000,000 shares authorized:
Series A: no shares issued and outstanding -- --
Series B: 750,000 shares issued and outstanding
(liquidation preference $847,500) 7,500 7,500
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847) 1,779 1,779
Series D: 1,751,005 shares issued and outstanding
(liquidation preference and cumulative dividends of $4,549,838) 17,509 17,509
Common stock, $0.01 par vaue, 60,000,000 shares authorized;
49,018,535 and 45,868,535 shares issued and outstanding, respectively 490,185 458,688
Stock subscriptions receivable (113,930) (83,333)
Additional paid-in capital 22,619,182 22,015,681
Accumulated deficit (20,873,370) (20,634,326)
------------ ------------
Total stockholders' equity 2,148,855 1,783,498
------------ ------------
Total liabilities and stockholders' equity $ 3,278,306 $ 3,271,114
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
1
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, 2009 MARCH 31, 2008
------------ ------------
ANTIMONY DIVISION
Revenues $ 474,736 $ 1,113,742
------------ ------------
Cost of sales:
Production costs 357,985 824,728
Depreciation 6,441 3,486
Freight and delivery 28,064 65,785
General and administrative 18,755 21,532
Direct sales expense 11,250 11,250
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Total cost of sales 422,495 926,781
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Gross profit - antimony 52,241 186,961
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ZEOLITE DIVISION
Revenues 320,717 313,652
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Cost of sales:
Production costs 198,098 266,323
Depreciation 49,597 46,199
Freight and delivery 24,939 19,223
General and administrative 51,907 37,424
Royalties 44,081 40,122
Direct sales expense 19,224 20,300
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Total cost of sales 387,846 429,591
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Gross loss - zeolite (67,129) (115,939)
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Total revenues - combined 795,453 1,427,394
Total cost of sales - combined 810,341 1,356,372
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Gross profit (loss) - combined (14,888) 71,022
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Other operating (income) expenses:
Corporate general and administrative 128,461 127,678
Exploration expense 74,938 83,756
Gain on sale of properties, plants and equipment -- (41,268)
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Other operating expenses 203,399 170,166
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Loss from operations (218,287) (99,144)
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Other expenses:
Interest expense, net 5,094 7,846
Factoring expense 15,663 34,203
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Other expenses 20,757 42,049
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Net loss $ (239,044) $ (141,193)
============ ============
Net loss per share of common stock:
Basic and diluted $ (0.01) $ --
============ ============
Weighted average shares outstanding:
Basic and diluted 46,595,843 42,645,817
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31, 2009 MARCH 31, 2008
------------ ------------
Cash Flows From Operating Activities:
Net loss $ (239,044) $ (141,193)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation expense 56,038 49,685
Gain on sale of properties, plants and equipment -- (41,268)
Share-based compensation 39,000 --
Change in:
Accounts receivable, net 2,851 36,726
Inventories (4,287) 37,574
Accounts payable (14,456) (119,221)
Accrued payroll and payroll taxes 8,353 28,755
Other accrued liabilities (26,007) 2,224
Deferred revenue (441) 1,691
Accrued interest payable 1,293 2,000
Payable to related parties (20,634) 1,267
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Net cash used by operating activities (197,334) (141,760)
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Cash Flows From Investing Activities:
Purchase of properties, plants and equipment (54,929) (49,363)
Proceeds from sale of properties, plants and equipment -- 41,268
Restricted cash for reclamation bonds 7,500 --
------------ ------------
Net cash used by investing activities (47,429) (8,095)
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Cash Flows From Financing Activities:
Proceeds from sale of common stock, net of commissions 259,998 114,001
Principal payments of long-term debt (13,914) (7,365)
Payments received on stock subscription agreements 5,403 --
Change in checks issued and payable 5,374 (14,904)
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Net cash provided by financing activities 256,861 91,732
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12,098 (58,123)
Cash and cash equivalents at beginning of period 53,848 81,747
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Cash and cash equivalents at end of period $ 65,946 $ 23,624
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Noncash investing and financing activities:
Warrants exercised for forgiveness of payable and interest to related party $ 200,000 $ --
Stock issued for conversion of convertible note payable to related party 100,000 --
Stock issued for subscription receivable 36,000 --
Properties, plants and equipment acquired with A/P 2,268 5,978
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION AND CHANGES IN ACCOUNTING POLICIES:
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-Q. 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 month
period ended March 31, 2009 are not necessarily indicative of the results that
may be expected for the full year ending December 31, 2009. Certain consolidated
financial statement amounts for the three month period ended March 31, 2008 have
been reclassified to conform to the 2009 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-K for the year ended December 31,
2008.
The financial statements have been prepared on a going concern basis, which
assumes realization of assets and liquidation of liabilities in the normal
course of business. At March 31, 2009, the Company had negative working capital
of approximately $730,000 and an accumulated deficit of approximately $20.9
million. These factors, among others, indicate that there is substantial doubt
that the Company will be able to meet its obligations and continue in existence
as a going concern. The financial statements do not include any adjustments that
may be necessary should the Company be unable to continue as a going concern.
The Company's management is confident, however, given recent increases in
pricing, the expectation of acquiring new customers, and continued reduction in
capital spending, 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.
Fair Value Measures
-------------------
SFAS 157 requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. SFAS 157
establishes a fair value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A financial
instrument's categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. SFAS
157 prioritizes the inputs into three levels that may be used to measure fair
value:
o Level 1: Applies to assets or liabilities for which there are quoted prices
in active markets for identical assets or liabilities.
o Level 2: Applies to assets or liabilities for which there are inputs other
than quoted prices that are observable for the asset or liability such as
quoted prices for similar assets or liabilities in active markets; quoted
prices for identical assets or liabilities in markets with insufficient
volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived
principally from, or corroborated by, observable market data.
o Level 3: Applies to assets or liabilities for which there are unobservable
inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
4
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
Our financial instruments consist principally of cash, accounts receivable,
accounts payable and accrued liabilities, and debt. We believe that the recorded
values of our financial instruments approximate their current fair values
because of their nature and respective maturity dates or durations.
2. EARNINGS (LOSS) PER COMMON SHARE:
The Company accounts for its earnings and 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 or 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. At March 31, 2009 common stock equivalents, including warrants to
purchase the Company's common stock are excluded from the calculations when
their effect is antidilutive. For the three months ended March 31, 2009, no
common stock equivalents are included as diluted weighted average shares.
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 and remediation costs are representative of
management's estimate of costs required to fulfill its reclamation and
remediation obligations. Such costs are accrued at the time the expenditure
becomes probable and the costs can reasonably be estimated. 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 effect on the Company's operations. The range of
possible losses in excess of the amounts accrued cannot be reasonably estimated
at this time.
At March 31, 2009 the Company has been assessed penalties by MSHA at the Bear
River Zeolite facility. The Company is currently negotiating the penalty amount
downward through the appeals process. As of quarter end no amount of penalty has
been accrued, as it is unknown what the ultimate liability will be. However, the
maximum is approximately $50,000. Although management has had success in the
appeals process in the past, there can be no assurance that will be the case
with this current assessment.
4. CONCENTRATIONS OF RISK
During the quarters ended March 31, 2009 and 2008, approximately 70% and 74%,
respectively, of the Company's antimony revenues were generated by sales to one
customer. The loss of the Company's "key" customer could adversely affect its
business.
5. RELATED PARTY TRANSACTIONS
During the first quarter of 2009, the President of the company converted a
$100,000 convertible note into 500,000 shares of common stock. Additionally,
1,000,000 $0.20 per share warrants were exercised and 1,000,000 shares of common
stock were issued. As a result of this exercise, the Company was forgiven
$200,000 of related party debt shown on the December 31, 2008 balance sheet.
During the first quarter of 2009, the Company issued 130,000 shares of its
common stock to members of its Board of Directors as compensation for their
services as directors. In connection with the issuances, the Company recorded
$15,600 in director compensation. No shares were issued to directors during the
first quarter of 2008.
During the first quarter of 2009, the Company paid $18,500 to a director of the
Company for development of Mexican mill sites.
5
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
6. BUSINESS SEGMENTS
The Company has two operating segments, antimony and zeolite. Management reviews
and evaluates the operating segments exclusive of interest and factoring
expenses. Therefore, interest expense is not allocated to the segments. Selected
information with respect to segments is as follows:
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
AND AS OF AND AS OF
MARCH 30, 2009 MARCH 31, 2008
-------------- --------------
Capital expenditures:
Antimony
United States $ -- $ --
Mexico 42,428 7,559
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Subtotal Antimony 42,428 7,559
Zeolite 14,769 47,778
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$ 57,197 $ 55,337
============== ==============
Properties, plants and equipment, net:
Antimony
United States $ 87,695 $ 113,726
Mexico 1,173,481 958,040
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Subtotal Antimony 1,261,176 1,071,766
Zeolite 1,700,606 1,711,002
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$ 2,961,782 $ 2,782,768
============== ==============
Inventory:
Antimony
United States $ 82,748 $ 175,752
Mexico -- --
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Subtotal Antimony 82,748 175,752
Zeolite 30,756 39,288
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$ 113,504 $ 215,040
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Total Assets:
Antimony
United States $ 258,845 $ 437,211
Mexico 1,173,481 958,040
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Subtotal Antimony 1,432,326 1,395,251
Zeolite 1,779,835 1,798,143
Corporate 66,145 25,724
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$ 3,278,306 $ 3,219,118
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6
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
7. ADOPTION OF NEW ACCOUNTING PRINCIPLES
On January 1, 2009, the Company adopted FASB Staff Position ("FSP") FAS 157-2,
"EFFECTIVE DATE OF FASB STATEMENT NO. 157," which delayed the effective date of
FASB Statement 157 for one year for certain nonfinancial assets and nonfinancial
liabilities, excluding those that are recognized or disclosed in financial
statements at fair value on a recurring basis (that is, at least annually). For
purposes of applying the FSP, nonfinancial assets and nonfinancial liabilities
include all assets and liabilities other than those meeting the definition of a
financial asset or a financial liability in SFAS 159. This FSP deferred the
effective date of SFAS 157 to fiscal years beginning after November 15, 2008,
and interim periods within those fiscal years for items within the scope of this
FSP. The Company had previously adopted SFAS No. 157 on January 1, 2008. The
adoption of FAS 157-2 did not have a material effect on the Company.
On January 1, 2009, the Company adopted FASB Staff Position (FSP) APB 14-1,
"ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE SETTLED IN CASH UPON
CONVERSION (INCLUDING PARTIAL CASH SETTLEMENT)". This FSP specifies that issuers
of such instruments should separately account for the liability and equity
components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. The
adoption of this statement did not have a material effect on the Company's
financial statements.
On January 1, 2009, the Company adopted SFAS No. 141 (R), "BUSINESS
COMBINATIONS" ("SFAS 141(R)") and SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements". SFAS 141(R) requires an acquirer to measure
the identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree at their fair values on the acquisition date, with
goodwill being the excess value over the net identifiable assets acquired. SFAS
No. 160 clarifies that a noncontrolling interest in a subsidiary should be
reported as equity in the consolidated financial statements. The calculation of
earnings per share will continue to be based on income amounts attributable to
the parent. The adoption of these statements did not have a material effect on
the Company's financial statements.
On January 1, 2009, the Company adopted SFAS No. 161, "DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT TO FASB STATEMENT
NO. 133" ("SFAS 161"). SFAS 161 is intended to improve financial standards for
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. Entities are required to
provide enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under SFAS 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. The adoption of this statement
did not have a material effect on the Company's financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It was effective November 15, 2008, following the SEC's approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
"The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement did not have a material effect on
the Company's financial statements.
7
PART I - FINANCIAL INFORMATION, CONTINUED:
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
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2009 COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2008.
The Company's operations resulted in a net loss of $239,044 for the three-month
period ended March 31, 2009, compared with a net loss of $141,193 for the same
period ended March 31, 2008. The increased loss for the first quarter of 2009
compared to the similar period of 2008 is primarily due to decreased revenues in
the Antimony division.
ANTIMONY DIVISION:
Total revenues from antimony product sales for the first quarter of 2009 were
$474,736 compared with $1,113,742 for the comparable quarter of 2008, a decrease
of $639,006. During the three-month period ended March 31, 2009, 70% of the
Company's revenues from antimony product sales were from sales to two customers.
Sales of antimony products during the first quarter of 2009 consisted of 219,412
pounds at an average sale price of $2.16 per pound. During the first quarter of
2008, sales of antimony products consisted of 442,010 pounds at an average sale
price of $2.52 per pound. The significant decrease in both dollars and pounds of
antimony sold is primarily due to an inadequate supply of raw materials
available for production.
The cost of antimony production was $357,985, or $1.63 per pound sold during the
first quarter of 2009 compared to $824,728 or $1.87 per pound sold during the
first quarter of 2008. The decrease in price per pound is primarily due to a
decrease in the costs of raw materials and fuel.
Antimony depreciation for the first quarter of 2009 was $6,441 compared to
$3,486 for the first quarter of 2008.
Antimony freight and delivery expense for the first quarter of 2009 was $28,064
compared to $65,785 during the first quarter of 2008. The decrease in freight
and delivery expense is primarily due to a decrease in the cost of fuel.
General and administrative expenses in the antimony division were $18,755 during
the first quarter of 2009 compared to $21,532 during the same quarter in 2008.
The decrease is due to a decrease in finance charges and insurance expense which
offset an increase in property tax expense.
Antimony sales expenses were $11,250 for the first quarter of 2009 and the same
for the first quarter in 2008.
8
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
ZEOLITE DIVISION:
Total revenue from sales of zeolite products during the first quarter of 2009
were $320,717 at an average sales price of $125.67 per ton, compared with the
same quarter sales in 2008 of $313,652 at an average sales price of $124.12 per
ton.
The cost of zeolite production was $198,098, or $77.62 per ton sold, for the
first quarter of 2009 compared to $266,323, or $105.39 per ton sold, during the
first quarter of 2008. The decrease was due to decreased labor and maintenance
expense during the first quarter of 2009 compared to the first quarter of 2008.
Zeolite depreciation for the first quarter of 2009 was $49,597 compared to
$46,199 for the first quarter of 2008.
Zeolite freight and delivery for the first quarter of 2009 was $24,939 compared
to $19,223 for the first quarter of 2008. The increase is due to a decrease in
freight income from sample sales which offset the freight and delivery expense
during the first quarter of 2009.
During the first quarter of 2009, the Company incurred costs totaling $51,907
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $37,424 of such expenses in the comparable quarter of 2008.
The increase was primarily due to an increase in fine and penalty expense which
was partially offset by reduced bank charges and travel expenses.
Zeolite royalties expenses were $44,081 during the first quarter of 2009
compared to $40,122 during the first quarter of 2008. The increase is due to an
increase in tons of zeolite sold during the first quarter of 2009.
Zeolite sales expenses were $19,224 during the first quarter of 2009 compared to
$20,300 during the first quarter of 2008. The decrease is caused by lower costs
related to the direct selling expenses.
ADMINISTRATIVE OPERATIONS
General and administrative expenses for the corporation were $128,461 during the
first quarter of 2009 compared to $127,678 for the same quarter in 2008.
Exploration expense has decreased by $8,818 from the quarter ended March 31,
2008. The decrease is primarily due to decreases in Mexico antimony exploration.
The Company did not sell mining claims during the first quarter of 2009 compared
to a gain on sale of $41,268 in the first quarter of 2008 for such sales.
Interest expense of $5,094 was incurred during the first quarter of 2009
compared to $7,846 during the first quarter of 2008. The decrease is due to the
conversion of a significant loan balance to common stock between periods.
Accounts receivable factoring expense was $15,663 during the first quarter of
2009 compared to $34,203 during the first quarter of 2008. The decrease in
factoring expense was primarily due to a large decrease in antimony sales during
the first quarter of 2009.
9
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
FINANCIAL CONDITION AND LIQUIDITY
At March 31, 2009, Company assets totaled $3,278,306 and total stockholders'
equity was $2,148,855. Total stockholders' equity increased $365,357 from
December 31, 2008, primarily because of sales of common stock which offset net
losses. At March 31, 2009, the Company's total current liabilities exceeded its
total current assets by $729,886. To continue as a going concern, the Company
must generate profits from its antimony and zeolite sales and 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 results. The Company's management is confident, however, given
recent increases in pricing, the expectation of acquiring new customers, and
continued reduction in capital spending, 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.
Cash used by operating activities during the first three months of 2009 was
$197,334, and resulted primarily from operating losses.
Cash used by investing activities during the first three months of 2009 was
$47,429 and primarily related to the purchase of property, plant and equipment
in Mexico for anticipated operations.
Net cash provided by financing activities was $256,861 during the first three
months of 2009 and was primarily generated from proceeds from the sale of common
stock and exercise of warrants.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable for small reporting company.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to management, as appropriate, to allow timely
decisions regarding required disclosure. Our president, who serves as the chief
accounting officer, conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31, 2009.
Based upon this evaluation, it was determined that there were material
weaknesses affecting our internal control over financial reporting and, as a
result of those weaknesses, our disclosure controls and procedures were not
effective as of March 31, 2009. These material weaknesses are as follows:
o The Company does not have either internally or on its Board of Directors
the expertise to produce financial statements to be filed with the SEC.
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PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 4. CONTROLS AND PROCEDURES, CONTINUED
o The Company lacks proper segregation of duties. As with any company the
size of ours, this lack of segregation of duties is due to limited
resources. The president authorizes the majority of the expenditures and
signs checks.
o The Company lacks accounting personnel with sufficient skills and
experience to ensure proper accounting for complex, non-routine
transactions.
o During its year end audit, our independent registered accountants
discovered material misstatements in our financial statements that
required audit adjustments.
MANAGEMENT'S REMEDIATION INITIATIVES
We are aware of these material weaknesses and plan to put procedures in place to
ensure that independent review of material transactions is performed. In
addition, we plan to consult with independent experts when complex transactions
are entered into.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There have been no changes during the quarter ended March 31, 2009 in the
Company's internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, internal controls over
financial reporting.
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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 March 31, 2009, the Company sold shares of
its restricted common stock directly and through the exercise of outstanding
stock purchase warrants as follows: 2,900,000 shares for $0.20 per share
($580,000) and 250,000 shares for $0.30 per share ($75,000). Common stock sold
is restricted as defined under Rule 144. In management's opinion, the offer and
sale of the securities were made in reliance on exemptions from registration
provided by Section 4(2) and Rule 506 of Regulation D of the Securities Act of
1933, as amended and other applicable Federal and state securities laws.
Proceeds received on sales of common stock were used for general corporate
purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The registrant has no outstanding senior securities.
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
Certifications
Certifications Pursuant to the Sarbanes-Oxley Act
Reports on Form 8-K None
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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 Date: May 15, 2009
--------------------------------------- ------------
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting Officer)
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