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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 2008
[ ] 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
(Exact name of registrant as specified in its charter)
MONTANA 81-0305822
------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 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]
At November 15, 2008 the registrant had outstanding 43,409,858 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 |_|
(Do not check if a smaller
reporting company)
Smaller reporting company |X|
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UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED SEPTEMBER 30, 2008
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements...............................................1-8
Item 2: Management's Discussion and Analysis of Results of
Operations and Financial Condition..............................8-12
Item 3: Quantitative and Qualitative Disclosure about Market Risk...........12
Item 4: Controls and Procedures..........................................12-13
PART II - OTHER INFORMATION
Item 1: Legal Proceedings...................................................14
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.........14
Item 3: Defaults upon Senior Securities.....................................14
Item 4: Submission of Matters to a Vote of Security Holders.................14
Item 5: Other Information...................................................14
Item 6: Exhibits and Reports on Form 8-K....................................14
SIGNATURE...................................................................15
CERTIFICATIONS...........................................................16-17
[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 SHEET
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2008 2007
------------ ------------
ASSETS
Current assets:
Cash $ 3,660 $ 81,747
Accounts receivable, less allowance
for doubtful accounts of $30,000 108,293 168,676
Inventories 185,407 252,614
------------ ------------
Total current assets 297,360 503,037
Properties, plants and equipment, net 2,944,498 2,777,116
Restricted cash for reclamation bonds 80,210 65,736
------------ ------------
Total assets $ 3,322,068 $ 3,345,889
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable $ 51,614 $ 69,484
Accounts payable 801,053 808,748
Accrued payroll and payroll taxes 108,987 113,612
Other accrued liabilities 106,245 99,851
Deferred revenue, current 70,757 287,238
Accrued interest payable 28,232 25,231
Payable to related parties 234,468 254,085
Convertible note payable to a related party 100,000 100,000
Long-term debt, current 97,084 91,890
------------ ------------
Total current liabilities 1,598,440 1,850,139
Deferred revenue, noncurrent -- 640,000
Long-term debt, noncurrent 78,332 19,711
Accrued reclamation and remediation costs, noncurrent 107,500 107,500
------------ ------------
Total liabilities 1,784,272 2,617,350
------------ ------------
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;
43,409,858 and 42,519,243 shares issued and outstanding, respectively 434,099 425,192
Additional paid-in capital 21,558,343 21,243,249
Accumulated deficit (20,481,434) (20,966,690)
------------ ------------
Total stockholders' equity 1,537,796 728,539
------------ ------------
Total liabilities and stockholders' equity $ 3,322,068 $ 3,345,889
============ ============
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 FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2008 2007 2008 2007
------------ ------------ ------------ ------------
Antimony Division
Revenues $ 875,987 $ 980,196 $ 2,989,018 $ 3,172,863
------------ ------------ ------------ ------------
Cost of sales:
Production costs 717,159 693,589 2,335,392 2,287,751
Depreciation 14,473 5,125 22,103 15,376
Freight and delivery 46,342 41,621 158,886 155,628
General and administrative 9,631 1,704 39,890 9,690
Direct sales expense 11,250 12,083 33,750 33,750
------------ ------------ ------------ ------------
Total cost of sales 798,855 754,122 2,590,021 2,502,195
------------ ------------ ------------ ------------
Gross profit - antimony 77,132 226,074 398,997 670,668
------------ ------------ ------------ ------------
Zeolite Division
Revenues 553,864 326,018 1,282,878 850,694
------------ ------------ ------------ ------------
Cost of sales:
Production costs 299,148 281,450 827,332 858,818
Depreciation 45,982 49,509 139,790 109,593
Freight and delivery 44,766 14,556 97,969 53,445
General and administrative 45,376 36,494 125,514 138,403
Royalties 70,752 39,441 163,549 101,049
Direct sales expense 19,067 13,492 56,528 37,759
------------ ------------ ------------ ------------
Total cost of sales 525,091 434,942 1,410,682 1,299,067
------------ ------------ ------------ ------------
Gross profit (loss) - zeolite 28,773 (108,924) (127,804) (448,373)
------------ ------------ ------------ ------------
Total revenues - combined 1,429,851 1,306,214 4,271,896 4,023,557
Total cost of sales - combined 1,323,946 1,189,064 4,000,703 3,801,262
------------ ------------ ------------ ------------
Gross profit - combined 105,905 117,150 271,193 222,295
------------ ------------ ------------ ------------
Other operating (income) expenses:
Corporate general and administrative 71,735 32,717 262,764 212,720
Exploration expense 100,631 85,434 278,305 201,730
Expired exclusivity contract -- -- (800,000) --
Gain on sale of properties, plants and equipment (25,000) (30,000) (66,268) (127,541)
------------ ------------ ------------ ------------
Other operating (income) expenses 147,366 88,151 (325,199) 286,909
------------ ------------ ------------ ------------
Income (loss) from operations (41,461) 28,999 596,392 (64,614)
------------ ------------ ------------ ------------
Other expenses:
Interest expense, net 4,792 14,197 19,415 34,884
Factoring expense 28,527 28,776 91,721 73,351
------------ ------------ ------------ ------------
Other expenses 33,319 42,973 111,136 108,235
------------ ------------ ------------ ------------
Net income (loss) $ (74,780) $ (13,974) $ 485,256 $ (172,849)
============ ============ ============ ============
Net income (loss) per share of
common stock:
Basic $ NIL $ NIL $ 0.011 $ NIL
============ ============ ============ ============
Diluted $ NIL $ NIL $ 0.011 $ NIL
============ ============ ============ ============
Weighted average shares outstanding:
Basic 43,233,454 41,825,068 42,923,306 41,021,940
============ ============ ============ ============
Diluted 45,561,787 41,825,068 46,033,307 41,021,940
============ ============ ============ ============
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2008 2007
------------ ------------
Cash Flows From Operating Activities:
Net income (loss) $ 485,256 $ (172,849)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Depreciation expense 161,893 124,969
Deferred financing costs as interest expense -- 3,750
Gain on sale of properties, plants and equipment (66,268) (127,541)
Gain on expiration of exclusivity agreement (800,000) --
Change in:
Accounts receivable, net 60,383 (52,947)
Inventories 67,207 (26,206)
Accounts payable (43,786) 10,969
Accrued payroll and payroll taxes (4,625) 10,393
Other accrued liabilities 6,394 (2,494)
Deferred revenue (56,481) (44,236)
Accrued interest payable 3,001 1,655
Payable to related parties (19,617) 1,126
------------ ------------
Net cash used by operating activities (206,643) (273,411)
------------ ------------
Cash Flows From Investing Activities:
Purchase of properties, plants and equipment (216,396) (678,445)
Proceeds from sale of properties, plants and equipment 66,268 127,541
Restricted cash for reclamation bonds (14,474) 17,360
------------ ------------
Net cash used by investing activities (164,602) (533,544)
------------ ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock and warrants, net of commissions 324,001 834,578
Proceeds from long-term debt 6,437 --
Principal payments of long-term debt (19,410) (191,883)
Change in checks issued and payable (17,870) 10,821
------------ ------------
Net cash provided by financing activities 293,158 653,516
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (78,087) (153,439)
Cash and cash equivalents at beginning of period 81,747 218,365
------------ ------------
Cash and cash equivalents at end of period $ 3,660 $ 64,926
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash investing and financing activities:
Properties, plants & equipment acquired with accounts payable $ 36,091 $ 24,256
------------ ------------
Properties, plants & equipment acquired with long-term debt $ 76,788 $ 43,153
============ ============
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:
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 nine month
period ended September 30, 2008 are not necessarily indicative of the results
that may be expected for the full year ending December 31, 2008. Certain
consolidated financial statement amounts for the nine month period ended
September 30, 2007 have been reclassified to conform to the 2008 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,
2007.
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 September 30, 2008, the Company had negative working
capital of approximately $1,301,000 and an accumulated deficit of approximately
$20.5 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.
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 September 30, 2008 common stock equivalents, including warrants
to purchase the Company's common stock and common stock issuable upon the
conversion of a convertible note payable, including accrued interest are
excluded from the calculations when their effect is antidilutive. For the three
and nine months ended September 30, 2008, common stock equivalents of 2,328,333
and 3,110,001, respectively, are included as diluted weighted average shares.
For the same periods, 4,495,710 and 3,714,042 respectively, of common stock
equivalents are excluded from diluted weighted average shares because their
exercise price was greater than the average market price during the periods.
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.
4
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
In March of 2007, the Company sustained an industrial accident at the BRZ mine
resulting in a penalty of approximately $88,000, which was recorded as a
liability. As of September 30, 2008 approximately $62,000 of this liability
remained.
4. 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 NINE MONTHS ENDED
AND AS OF SEPTEMBER 30, 2008
----------------------------
Capital expenditures:
Antimony
United States $ --
Mexico 122,492
------------
Subtotal Antimony 122,492
Zeolite 206,783
------------
$ 329,275
============
Properties, plants and equipment, net:
Antimony
United States $ 95,109
Mexico 1,072,973
------------
Subtotal Antimony 1,168,082
Zeolite 1,776,416
------------
$ 2,944,498
============
Inventory:
Antimony
United States $ 135,305
Mexico --
------------
Subtotal Antimony 135,305
Zeolite 50,102
------------
$ 185,407
============
Total Assets:
Antimony
United States $ 346,238
Mexico 1,072,973
------------
Subtotal Antimony 1,419,211
Zeolite 1,898,196
Corporate 4,661
------------
$ 3,322,068
============
5
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
5. DEFERRED REVENUE
On October 25, 2006, the Company entered into an agreement to exclusively sell
pozzlan zeolite (PZ) to one individual, who is a shareholder of the Company,
over the next five years. The agreement calls for the individual to purchase a
minimum of 3,000 tons of PZ per month. If the minimum sales are not purchased
for a 90-day period of time, the exclusivity of sales to this individual is
forfeited. The agreement called for a sales price between $30 and $40 per ton
until June 1, 2007, at which time the Company can adjust its price as necessary
based on its production costs.
The agreement commenced upon receipt of $500,000 from the shareholder (buyer),
which occurred in 2006, and upon completion of permitting and construction of
the new mill with operational milling equipment (completed as of December 31,
2007).
During the year ended December 31, 2007, the Company received an additional
$300,000 to extend the life of the agreement and provide exclusivity for certain
other sales areas. The extension agreement was with a company, Zeolite Company
of America (ZCA), of which the shareholder is part owner. The extension
agreement lowered the monthly sales requirement to 350 tons per month and set
the sale price at $40 per ton beginning December 31, 2007. Should ZCA not
purchase or pay for the 350 tons per month for any three month period, ZCA would
lose its exclusivity and price commitment.
During the second quarter of 2008 the exclusivity agreement became void due to
ZCA's failure to perform. As a result, the Company recognized the entire
$800,000 of deferred revenue related to the contract in the second quarter of
2008.
6. COMMON STOCK
By a vote at a special meeting of the stockholders held September 20, 2008, the
Company's Articles of Incorporation were amended to revise authorized common
shares to 60,000,000.
7. ADOPTION OF NEW ACCOUNTING PRINCIPLES
Effective January 1, 2008, we adopted the provisions of SFAS No. 157, "Fair
Value Measurements", for our financial assets and financial liabilities without
a material effect on our results of operations and financial position. The
effective date of SFAS No. 157 for non-financial assets and non-financial
liabilities has been deferred by FSP 157-2 to fiscal years beginning after
November 15, 2008, and we do not anticipate the impact of adopting SFAS 157 for
non-financial and non-financial liabilities to have a material impact on our
results of operations and financial position.
SFAS No. 157 expands disclosure requirements to include the following
information for each major category of assets and liabilities that are measured
at fair value on a recurring basis: The fair value measurement;
a. The level within the fair value hierarchy in which the fair value
measurements in their entirety fall, segregating fair value measurements
using quoted prices in active markets for identical assets or liabilities
(Level 1), significant other observable inputs (Level 2), and significant
unobservable inputs (Level 3);
b. For fair value measurements using significant unobservable inputs (Level
3), a reconciliation of the beginning and ending balances, separately
presenting changes during the period attributable to the following:
6
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
1) Total gains or losses for the period (realized and unrealized),
segregating those gains or losses included in earnings (or changes in
net assets), and a description of where those gains or losses included
in earnings (or changes in net assets) are reported in the statement
of income (or activities);
2) The amount of these gains or losses attributable to the change in
unrealized gains or losses relating to those assets and liabilities
still held at the reporting period date and a description of where
those unrealized gains or losses are reported;
3) Purchases, sales, issuances, and settlements (net); and
4) Transfers in and/or out of Level 3.
At September 30, 2008, the company has no assets or liabilities that are
measured at fair value on a recurring basis.
We also adopted the provisions of SFAS No. 159, "The Fair Value Option for
Financial Liabilities", effective January 1, 2008. SFAS No. 159 permits entities
to choose to measure many financial assets and financial liabilities at fair
value. The adoption of SFAS No. 159 has not had a material effect on our
financial position or results of operations as of and for the nine months ended
September 30, 2008.
8. NEW ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB revised SFAS No. 141 "Business Combinations". The
revised standard is effective for transactions where the acquisition date is on
or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. SFAS No. 141(R) will change the accounting for the
assets acquired and liabilities assumed in a business combination, as follows:
o Acquisition costs will be generally expensed as incurred;
o Noncontrolling interests (formally known as "minority interests") will be
valued at fair value at the acquisition date;
o Acquired contingent liabilities will be recorded at fair value at the
acquisition date and subsequently measured at either the higher of such
amount or the amount determined under existing guidance for non-acquired
contingencies;
o In-process research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date;
o Restructuring costs associated with a business combination will be
generally expensed subsequent to the acquisition date; and
o Changes in deferred tax asset valuation allowances and income tax
uncertainties after the acquisition date generally will affect income tax
expense.
The adoption of SFAS No. 141(R) does not currently have a material effect on our
consolidated financial statements. However, any future business acquisitions
occurring on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008 will be accounted for in accordance with
this statement.
7
PART I - FINANCIAL INFORMATION, CONTINUED:
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
In December 2007, FASB issued SFAS No. 160 "Non Controlling Interests in
consolidated financial statements - an amendment of ARB No. 51," which is
effective for fiscal years and interim periods within those years beginning on
or after December 15, 2008. SFAS No. 160 amends ARB 51 to establish accounting
and reporting standards for the non controlling ownership interest in a
subsidiary and for the deconsolidation of a subsidiary. The Company is currently
evaluating the potential impact of this statement on our consolidated financial
statements.
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 SEPTEMBER 30, 2008 COMPARED TO THE THREE MONTH
PERIOD ENDED SEPTEMBER 30, 2007.
The Company's operations resulted in a net loss of $74,780 for the three-month
period ended September 30, 2008, compared with a net loss of $13,974 for the
same period ended September 30, 2007. The increased loss for the third quarter
of 2008 compared to the similar period of 2007 is primarily due to decreased
revenues in the Antimony division, and increased expenses company-wide.
ANTIMONY DIVISION:
Total revenues from antimony product sales for the third quarter of 2008 were
$875,987 compared with $980,196 for the comparable quarter of 2007, a decrease
of $104,209. During the three-month period ended September 30, 2008, 72% of the
Company's revenues from antimony product sales were from sales to one customer.
Sales of antimony products during the third quarter of 2008 consisted of 320,431
pounds at an average sale price of $2.73 per pound. During the third quarter of
2007, sales of antimony products consisted of 384,548 pounds at an average sale
price of $2.54 per pound.
The cost of antimony production was $717,159, or $2.24 per pound sold during the
third quarter of 2008 compared to $693,589 or $1.80 per pound sold during the
third quarter of 2007. The increase in price per pound is primarily due to a
rise in the cost of propane, a key production input.
Antimony depreciation for the third quarter of 2008 was $14,473 compared to
$5,125 for the third quarter of 2007.
Antimony freight and delivery expense for the third quarter of 2008 was $46,342
compared to $41,621 during the third quarter of 2007.
General and administrative expenses in the antimony division were $9,631 during
the third quarter of 2008 compared to $1,704 during the same quarter in 2007.
The increase is due to an increase in bank charges, increased interest expenses
and increased insurance expenses.
8
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
Antimony sales expenses were $11,250 for the third quarter of 2008 compared to
$12,083 for the same quarter in 2007.
ZEOLITE DIVISION:
Total revenue from sales of zeolite products during the third quarter of 2008
were $553,864 at an average sales price of $142.45 per ton, compared with the
same quarter sales in 2007 of $326,018 at an average sales price of $120.93 per
ton. The increase in revenue for the third quarter of 2008 compared to the same
quarter of 2007 was primarily due to the increase of 1,192 tons of zeolite sold
during the third quarter of 2008.
The cost of zeolite production was $299,148, or $76.94 per ton sold, for the
third quarter of 2008 compared to $281,450, or $104.39 per ton sold, during the
third quarter of 2007. The decrease was due to increased production and
decreased maintenance expense during the third quarter of 2008 compared to the
third quarter of 2007.
Zeolite depreciation for the third quarter of 2008 was $45,982 compared to
$49,509 for the third quarter of 2007.
Zeolite freight and delivery for the third quarter of 2008 was $44,766 compared
to $14,556 for the third quarter of 2007. The increase is due to an increase in
tons of zeolite sold during the third quarter of 2008.
During the third quarter of 2008, the Company incurred costs totaling $45,376
associated with general and administrative expenses at Bear River Zeolite
Company, compared to $36,494 of such expenses in the comparable quarter of 2007.
The increase was primarily due to an increase in fine and penalty expense and
guaranteed sales tax expense.
Zeolite royalties expenses were $70,752 during the third quarter of 2008
compared to $39,441 during the third quarter of 2007. The increase is due to an
increase in tons of zeolite sold during the third quarter of 2008.
Zeolite sales expenses were $19,067 during the third quarter of 2008 compared to
$13,492 during the third quarter of 2007. The increase is caused by higher costs
related to the direct selling expenses.
ADMINISTRATIVE OPERATIONS
General and administrative expenses for the corporation were $71,735 during the
third quarter of 2008 compared to $32,717 for the same quarter in 2007. The
increase is primarily due to a commission expense adjustment in the third
quarter of 2007 which significantly decreased general and administrative
expenses in that quarter.
Exploration expense has increased by $15,197 from the quarter ended September
30, 2007. The increase is primarily due to an increase in Mexico antimony
exploration.
The Company sold certain mining claims during the third quarter of 2008 that
resulted in a gain on sale of property $25,000 compared to a gain on sale of
$30,000 in the third quarter of 2007.
9
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
Interest expense of $4,792 was incurred during the third quarter of 2008
compared to $14,197 during the third quarter of 2007. The decrease is due to the
payoff of a significant loan balance between periods.
Accounts receivable factoring expense was $28,527 during the third quarter of
2008 compared to $28,776 during the third quarter of 2007.
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTH
PERIOD ENDED SEPTEMBER 30, 2007.
The Company's operations resulted in net income of $485,256 for the nine month
period ended September 30, 2008, compared with a net loss of $172,849 for the
same period ended September 30, 2007. The increase in income for the first nine
months of 2008 compared to the similar period of 2007 is primarily due to the
recognition of revenue related to an expired exclusivity contract.
ANTIMONY DIVISION:
Total revenues from antimony product sales for the first nine months of 2008
were $2,989,018 compared with $3,172,863 for the first nine months of 2007, a
decrease of $183,845. During the nine month period ended September 30, 2008, 67%
of the Company's revenues from antimony product sales were from sales to one
customer. Sales of antimony products during the first nine months of 2008
consisted of 1,128,824 pounds at an average sale price of $2.65 per pound.
During the first nine months of 2007, sales of antimony products consisted of
1,256,520 pounds at an average sale price of $2.53 per pound.
The cost of antimony production was $2,335,392, or $2.07 per pound sold during
the first nine months of 2008 compared to $2,287,751 or $1.82 per pound sold
during the first nine months of 2007. The increase in price per pound is
primarily due to a rise in the cost of propane, a key production input.
Antimony depreciation for the first nine months of 2008 was $22,103 compared to
$15,376 for the first nine months of 2007.
Antimony freight and delivery expense for the first nine months of 2008 was
$158,886 compared to $155,628 during the first nine months of 2007.
General and administrative expenses in the antimony division were $39,890 during
the first nine months of 2008 compared to $9,690 during the same period in 2007.
The increase is due to an increase in finance charges on purchases, travel
expenses and insurance expense.
Antimony sales expenses were $33,750 for the first nine months of 2008 compared
to $33,750 for the same period in 2007.
ZEOLITE DIVISION:
Total revenue from sales of zeolite products during the first nine months of
2008 were $1,282,878 at an average sales price of $133.37 per ton compared with
the same period's sales in 2007 of $850,694 at an average sales price of $125.88
per ton. The increase in revenue for the first nine months of 2008 compared to
the first nine months of 2007 was primarily due to an increase of 2,861 tons
sold during the first nine months of 2008.
10
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION, CONTINUED
The cost of zeolite production was $827,332, or $86.01 per ton sold, for the
first nine months of 2008 compared to $858,818, or $127.08 per ton sold, during
the first nine months of 2007. The decrease was principally due to increased
efficiency and lower maintenance and supplies expenses.
Zeolite depreciation for the first nine months of 2008 was $139,790 compared to
$109,593 for the first nine months of 2007. 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 2008 was $97,969
compared to $53,445 for the first nine months of 2007. The increase is due to a
decrease in freight income, which is netted against freight and delivery costs,
for the first nine months of 2008.
During the first nine months of 2008, the Company incurred costs totaling
$125,514 associated with general and administrative expenses at Bear River
Zeolite Company, compared to $138,403 of such expenses in the comparable period
of 2007.
Zeolite royalties expenses were $163,549 during the first nine months of 2008
compared to $101,049 during the first nine months of 2007. This increase is
primarily due to the increase in sales over the same period.
Zeolite sales expenses were $56,528 during the first nine months of 2008
compared to $37,759 during the first nine months of 2007. The increase is
related to more commissions paid to sales personnel.
ADMINISTRATIVE OPERATIONS
General and administrative expenses for the corporation were $262,764 during the
first nine months of 2008 compared to $212,720 for the first nine months of
2007. The increase is primarily due to one time payments related to a stock
placement.
Exploration expenses were $278,305 for the first nine months of 2008, compared
to $201,730 for the same period in 2007. The increase is primarily due to an
increase in Mexico antimony exploration.
The Company recognized the entire $800,000 of deferred revenue related to an
expired exclusivity contract for zeolite in the first half of 2008.
The company sold certain mining claims during the first nine months of 2008 that
resulted in a gain on sale of property of $66,268 during the first nine months
of 2008 compared to similar sales of $127,541 during the first nine months of
2007.
Interest expense of $19,415 was incurred during the first nine months of 2008
compared to $34,884 during the first nine months of 2007. The decrease in
interest resulted from increased interest income and lower outstanding debt
principle balances.
Accounts receivable factoring expense was $91,721 during the first nine months
of 2008 compared to $73,351 during the first nine months of 2007. This increase
is a function of increased sales.
11
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 September 30, 2008, Company assets totaled $3,322,068 and total stockholders'
equity was $1,537,796. Total stockholders' equity increased $809,257 from
December 31, 2007, primarily because of net income resulting from the
recognition of revenue from an expired exclusivity contract. At September 30,
2008, the Company's total current liabilities exceeded its total current assets
by $1,301,080. 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. The Company's
management is confident, however, given recent increases in production and
pricing, the expectation of acquiring new customers, and a near-term 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 nine months of 2008 was
$206,643, and resulted primarily from a decrease in accounts receivable and
payable and deferred revenue, and the non-cash affects of depreciation and
amortization expenses and the gain on sale of properties, plants and equipment.
Cash used by investing activities during the first nine months of 2008 was
$164,602 and primarily related to the purchase of property, plant and equipment
in Mexico for anticipated operations.
Net cash provided by financing activities was $293,158 during the first nine
months of 2008 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 September 30, 2008.
12
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM 4. CONTROLS AND PROCEDURES, CONTINUED
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 September 30, 2008. 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.
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 September 30, 2008 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.
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, 2008, the Company sold shares
of its restricted common stock and warrants as follows: 395,834 shares for $0.32
per share ($125,000). Both the common stock and the common stock underlying the
warrants are 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.
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
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 Date: November 14, 2008
----------------------------------- -------------------
John C. Lawrence, Director and President
(Principal Executive, Financial and
Accounting Officer)