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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 June 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
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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 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 August 01, 2006, the registrant had outstanding 37,268,030 shares of par
value $0.01 common stock
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UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD
ENDED JUNE 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....................................................13
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds..........13
Item 3: Defaults among Senior Securities.....................................13
Item 4: Submission of Matters to a Vote of Security Holders..................13
Item 5: Other Information....................................................13
Item 6: Exhibits and Reports on Form 8-K.....................................13
SIGNATURE....................................................................14
CERTIFICATIONS...............................................................15
[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)
June 30, 2006
ASSETS
Current assets:
Cash $ 142,387
Accounts receivable, less allowance for doubtful accounts of $30,000 229,062
Inventories 146,626
----------
Total current assets 518,075
Properties, plants and equipment, net 1,287,163
Restricted cash for reclamation bonds 86,917
Deferred financing costs, net amortization 11,250
----------
Total assets $1,903,405
==========
LIABILITES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Checks issued and payable $ 83,794
Accounts payable 597,107
Accrued payroll and related taxes 74,863
Other accrued liabilities 72,586
Deferred revenue 35,710
Accured interest payable 68,472
Payable to related parties 261,503
Long-term debt, current 182,763
Accrued reclamation costs, current 71,250
----------
Total current liabilities 1,448,048
Secured convertible and convertible notes payable 350,000
Long term debt, noncurrent 477,909
Accrued reclamations costs, noncurrent 71,250
----------
Total liabilities $2,347,207
==========
Commitments and contingencies (Note 3)
Stockholders' deficit:
Preferred stock, $0.01 par value, 10,000,000 shares authorized:
Series A: 4,500 shares issued and outstanding 0
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:
36,735,773 and 34,445,666 issued and outstanding 367,358
Additional paid-in capital 19,627,594
Accumulated deficit (20,465,609)
----------
Total stockholders' deficit (443,802)
----------
Total liabilities and stockholders' deficit $1,903,405
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL INFORMATION.
3
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended For the six months ended
June 30, 2006 June 30, 2005 June 30, 2006 June 30, 2005
------------- ------------- ------------- -------------
Antimony Division
Revenues: $ 866,118 $ 633,506 $ 1,627,857 $ 1,356,040
----------- ----------- ----------- -----------
Cost of Sales:
Production costs 615,132 515,788 1,159,706 992,446
Depreciation 9,434 10,300 15,514 20,600
Freight and delivery 53,860 43,114 105,008 92,344
General and administrative 7,360 27,565 17,000 39,927
Direct sales expense 19,610 11,146 35,631 26,985
----------- ----------- ----------- -----------
705,396 607,913 1,332,859 1,172,302
----------- ----------- ----------- -----------
Income from operations - antimony 160,722 25,593 294,998 183,738
----------- ----------- ----------- -----------
Zeolite Division
Revenues: 286,345 377,689 496,365 687,678
----------- ----------- ----------- -----------
Cost of Sales:
Production costs 241,739 243,339 508,547 498,165
Depreciation 28,549 18,200 55,807 36,400
Freight and delivery 10,637 26,289 21,532 48,851
General and administrative 61,077 94,987 109,674 157,248
Direct sales expense 23,235 32,096 36,405 63,986
----------- ----------- ----------- -----------
365,237 414,911 731,965 804,650
----------- ----------- ----------- -----------
Loss from operations - zeolite (78,892) (37,222) (235,600) (116,972)
----------- ----------- ----------- -----------
Income (loss) from operations - combined 81,830 (11,629) 59,398 66,766
----------- ----------- ----------- -----------
Other (income) expense:
Corporate general and administrative 60,474 45,816 163,458 127,076
Exploration expense 76,326 -- 209,976 --
USAMSA investment adjustment -- 882 -- 1,764
Interest income and other (417) (321) (1,261) (653)
Interest expense 27,832 38,003 51,743 73,849
Factoring expense 23,755 25,686 42,751 53,945
----------- ----------- ----------- -----------
Net other expense 187,970 110,066 466,667 255,981
----------- ----------- ----------- -----------
Net loss $ (106,140) $ (121,695) $ (407,269) $ (189,215)
----------- ----------- ----------- -----------
Net loss per share of common stock - basic $ Nil $ Nil $ 0.01 $ Nil
----------- ----------- ----------- -----------
Basic weighted average shares outstanding 35,293,850 31,912,670 34,951,825 31,731,925
=========== =========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL INFORMATION.
4
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six months ended
June 30, 2006 June 30, 2005
------------- -------------
Cash flows from operating activities:
Net loss $ (407,269) $ (189,215)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 75,070 62,514
Change in:
Restricted cash -- 2,095
Accounts Receivable (119,748) (46,694)
Inventories 43,117 3,438
Accounts Payable 35,726 185,997
Accrued payroll and related taxes (29,177) 18,138
Other accrued liabilities (6,088) (4,778)
Deferred revenue (34,290) (30,000)
Accrued interest payable 14,890 14,580
Payable to related parties (14,852) 5,563
---------- ----------
Net cash from operating activities (442,621) 21,638
---------- ----------
Cash flow from investing activities:
Purchase of properties, plants and equipment (289,429) (209,533)
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Net cash from investing activities (289,429) (209,533)
---------- ----------
Cash flow from financing activities:
Proceeds from issuance of common stock 547,800 264,875
Proceeds from exercise of common stock warrants 90,000 --
Principal payments on notes payable (73,632) (57,877)
Proceeds from notes payable -- 58,019
Proceeds from related party payable -- 25,000
Change in checks issued and payable 22,428 --
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Net cash from financing activities 586,596 290,017
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Net change in cash (145,454) 102,122
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Cash, beginning of period 287,841 11,642
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Cash, end of period $ 142,387 $ 113,764
========== ==========
Supplemental disclosures:
Non cash investing and financing activities:
Common stock issued for acquisition of property, plant & $ 43,500
equipment
Property, plant & equipment acquired with payable $ 95,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL INFORMATION.
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 six month
period ended June 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 six month period ended June 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 June 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 of 8,776,727 shares to
purchase the Company's common stock and 1,750,000 shares of common stock
issuable upon the conversion of debentures are excluded from the calculations
when their effect is antidilutive.
3. COMMITMENTS AND CONTINGENCIES:
Until 1989, the Company mined, milled and leached gold and silver in the Yankee
Fork Mining District in Custer County, Idaho. In 1994, the U.S. Forest Service,
under the provisions of the Comprehensive Environmental Response Liability Act
of 1980 ("CERCLA"), designated the cyanide leach plant as a contaminated site.
In 1996, the Idaho Department of Environmental Quality requested that the
Company sign a consent decree related to completing the reclamation and
remediation at the Preachers Cove mill. The Company believes its reclamation is
substantially complete.
In November of 2001, the Environmental Protection Agency ("EPA") listed two
by-products of the Company's antimony oxide manufacturing process as hazardous
wastes under subtitle C of the Resource Conservation and Recovery Act ("RCRA"),
and emergency notification requirements for releases to the environment under
CERCLA. On November 26, 2002, the Company received a notice of violation related
to a hazardous waste discharge that was discovered during a hazardous waste
compliance evaluation inspection conducted at the Company's Thompson Falls
antimony facility. In response to the notice, the
6
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED:
3. COMMITMENTS AND CONTINGENCIES CONTINUED:
Company removed certain antimony materials from its production area and agreed
to ensure that future releases of hazardous waste would not occur.
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. 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. 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 for the six month period ended June 30,
2006 and 2005 are as follows:
2006 2005
Capital expenditures:
Antimony $ 313,435 $ 0
Zeolite $ 114,496 $ 209,533
5. 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
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 $407,269 for the six-month
period ended June 30, 2006, compared with a net loss of $189,215 for the same
period ended June 30, 2005. The increase in the loss for the second 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. e 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, fans, and was completely
re-wired. Equipment including scales, crushers, compressors, water systems and
various other equipment were installed.
Although some of these purchases have been capitalized and others identified as
expenses for the Mexican project, there are many of the organizational and
travel expenses that have been adsorbed as USAC exploration expenses that
adversely impact the profitability of the USAC Antimony Division.
FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTH
PERIOD ENDED JUNE 30, 2005.
The Company's operations resulted in a net loss of $106,140 for the three-month
period ended June 30, 2006, compared with a net loss of $121,695 for the same
period ended June 30, 2005. The decrease in the loss for the second 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 second quarter of 2006 were
$866,118 compared with $633,506 for the comparable quarter of 2005, an increase
of $232,612. The increase directly related to increase in average sales price by
42% plus production from a legacy slag pile at Thompson Falls, Montana. During
the three-month period ended June 30, 2006, 63% of the Company's revenues from
antimony product sales were from sales to one customer. Sales of antimony
products during the second quarter of 2006 consisted of 390,230 pounds at an
average sale price of $2.21 per pound. During the second quarter of 2005 sales
of antimony products consisted of 406,657 pounds at an average sale price of
$1.56 per pound.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
The cost of antimony production was $615,132, or $1.57 per pound sold, during
the second quarter of 2006 compared to $515,788, or $1.27 per pound sold, during
the second quarter of 2005. The increase in the cost of production is related to
the increase in costs of fuel and maintenance and the decrease in production of
product.
Antimony depreciation for the second quarter of 2006 was $9,434 compared to
$10,300 for the second quarter of 2005. The decrease in depreciation directly
related to equipment being fully depreciated.
Antimony freight and delivery for the second quarter of 2006 was $53,860
compared to $43,114 of freight and delivery expense during the second quarter of
2005. The increase is directly related to increase in fuel and delivery
increases.
General and administrative expenses in the antimony division were $7,360 during
the second quarter of 2006 compared to $27,565 during the same quarter of 2005.
The decrease in the general and administrative expenses is related to the
Company being removed from the tax rolls in Lemhi and Custer Counties in Idaho,
less interest expense on accounts payable and the reduced bank charge expenses
related to the cash accounts.
Antimony sales expenses were $19,610 in the second quarter of 2006 compared with
$11,146 during the second quarter of 2005. The increase is related to commission
paid during the second quarter of 2006.
ZEOLITE DIVISION:
Sales of zeolite products during the second quarter of 2006 were $286,345 at an
average sales price of $110.68 per ton, compared with the same quarter sales in
2005 of $377,689 at an average sales price of $91.93 per ton. The decrease in
sales for the second quarter of 2006 compared to the same quarter of 2005 was
due to the loss of a major customer.
The cost of zeolite production was $241,739, or $ 92.83 per ton sold, for the
second quarter of 2006 compared to $243,339, or $ 59.23 per ton sold, during the
second quarter of 2005. The decrease in the cost of production is related to the
decrease in production of product.
Zeolite depreciation for the second quarter of 2006 was $28,549 compared to
$18,200 for the second 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 second quarter of 2006 was $10,637 compared
to $26,289 for the second quarter of 2005. The decrease is due to decrease in
product produced and shipped.
During the second quarter of 2006, the Company incurred costs totaling $61,077
associated with general and administrative expenses of its 100% owned subsidiary
Bear River Zeolite Company, compared to $94,987 of such expenses in the
comparable quarter of 2005. The decrease is due to the decrease in production
and sales in the second quarter of 2006.
Zeolite sales expenses were $23,235 during the second quarter of 2006 compared
to $32,096 during the second quarter of 2005. The decrease is directly related
to decreased sales.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
ADMINISTRATIVE
Interest expense of $27,832 was incurred during the second quarter of 2006
compared to $38,003 during the second quarter of 2005. The decrease is due to
the decrease in notes payable.
Accounts receivable factoring expense was $23,755 during the second quarter of
2006 compared to $25,686 during the second quarter of 2005. The decrease was
primarily due to a decrease in zeolite sales.
General and administrative expenses for the corporation were $60,474 during the
second quarter of 2006 compared to $45,816 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 SIX MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTH PERIOD
ENDED JUNE 30, 2005.
ANTIMONY DIVISION:
The sales for the first six months of 2006 were $1,627,857 compared to
$1,356,040 for the first six months of 2005. The increase is related to the
increase in the average sales price increase.
The cost of antimony production was $1,159,706 during the second quarter of 2006
compared to $992,446 during the second quarter of 2005. The increase in the cost
of production is related to the increase in costs of fuel and maintenance.
Antimony depreciation for the first six months of 2006 was $15,514 compared to
$20,600 for the first six 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 $105,008
compared to $92,344 of freight and delivery expense during the first six months
of 2005. The increase is directly related to increase in fuel and delivery
increases.
General and administrative expenses in the antimony division were $17,000 during
the FIRST SIX MONTH of 2006 compared to $39,927 during the same quarter of 2005.
The decrease in the general and administrative expenses is related to the
Company being removed from the tax rolls in Lemhi and Custer Counties in Idaho
and the reduction of bank charge expenses related to the cash accounts.
Antimony sales expenses were $35,631 in the FIRST SIX MONTHS of 2006 compared
with $26,985 during the FIRST SIX MONTHS of 2005. The increase is related to
commission paid during the second quarter of 2006.
ZEOLITE DIVISION:
Sales of zeolite products during the first six months of 2006 were $496,365
compared with the same quarter sales in 2005 of $687,678. The decrease in sales
for the first six months of 2006 compared to the same quarter of 2005 was due to
the loss of a major customer.
The cost of zeolite production was $508,547 for the FIRST SIX MONTHS of 2006
compared to $498,165 for FIRST SIX MONTHS of 2005. The increase in the cost of
production is related to the increase in costs of fuel and maintenance and the
decrease in production of product.
Zeolite depreciation for the second quarter of 2006 was $55,807 compared to
$36,400 for the FIRST SIX MONTHS of 2005. The increase in depreciation is due to
the continued purchase of capital assets associated with zeolite production.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (CONTINUED)
Zeolite freight and delivery for the FIRST SIX MONTHS of 2006 was $21,532
compared to $26,289 for the FIRST SIX MONTHS of 2005. The decrease is due to
decrease in product produced and shipped.
During the FIRST SIX MONTHS of 2006, the Company incurred costs totaling
$109,674 associated with general and administrative expenses of it's 100% owned
subsidiary Bear River Zeolite Company, compared to $157,248 of such expenses in
the comparable quarter of 2005. The decrease is due to the decrease in
production and sales in the second quarter of 2006.
Zeolite sales expenses were $36,405 during the FIRST SIX MONTHS of 2006 compared
to $63,986 during the second quarter of 2005. The decrease is directly related
to decreased sales.
ADMINISTRATIVE:
Interest expense of $51,743 was incurred during the first six months of 2006
compared to $73,849 during the first six months of 2005. The decrease is due to
the decrease in notes payable.
Accounts receivable factoring expense was $42,751 during the first six months of
2006 compared to $53,945 during the first six months of 2005. The decrease was
primarily due to a decrease in zeolite sales.
General and administrative expenses for the corporation were $163,458 during the
first six months of 2006 compared to $127,076 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 June 30, 2006, Company assets totaled $1,903,405, and there was a
stockholders' deficit of $443,802. The stockholders' deficit decreased $274,031
from December 31, 2005, primarily due to antimony profitability. At June 30,
2006 the Company's total current liabilities exceeded its total current assets
by $929,973. 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.
Cash used by operating activities during the first six months of 2006 was
$442,619, and resulted from net loss of $407,269 during the first six months of
2006 as adjusted by increasing accounts receivable, decreasing inventories and
the non-cash affects of depreciation and amortization expenses. The costs
incurred in Mexico depleted cash resourses.
Cash used in investing activities during the first six months of 2006 was
$289,429 and primarily related to the Mexican Project and improvements to the
zeolite packaging plant.
Net cash provided by financing activities was $586,596 during the first six
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.
11
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 & Chief Executive Officer and Vice President Finance,
Secretary and Treasurer. Based upon that evaluation, our President & Chief
Executive Officer and Vice President Finance, Secretary and Treasurer have
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.
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 June 30, 2006, that has materially affected,
or is reasonably likely to materially affect, the Company's 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 June 30, 2006 the Company sold 546,000
shares of its restricted common stock for $0.30 per share, 637,500 shares for
$0.40, 55,556 shares for $0.45 or $443,800 and issued 200,000 shares for $0.30
and 20,000 shares for $0.25 of its restricted common stock to exercising warrant
holders for $65,000.
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
None
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: August 18, 2006
-----------------------------
John C. Lawrence, Director and President
(Principal Executive, Financial and
Accounting Officer)
14