þ
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period_______to________ |
Montana
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81-0305822
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P.O. Box 643, Thompson Falls, Montana
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59873
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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Page
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|||||
PART I – FINANCIAL INFORMATION | |||||
Item 1: |
Financial Statements (unaudited)
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3-9 | |||
Item 2: |
Management’s Discussion and Analysis of Results of Operations and Financial Condition
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10-12 | |||
Item 3: |
Quantitative and Qualitative Disclosure about Market Risk
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12 | |||
Item 4: |
Controls and Procedures
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13 | |||
PART II – OTHER INFORMATION | |||||
Item 1: |
Legal Proceedings
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14 | |||
Item 2: |
Unregistered Sales of Equity Securities and Use of Proceeds
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14 | |||
Item 3: |
Defaults upon Senior Securities
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14 | |||
Item 4: |
Mine Safety Disclosures
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14 | |||
Item 5: |
Other Information
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14 | |||
Item 6: |
Exhibits and Reports on Form 8-K
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15 | |||
SIGNATURE | 16 | ||||
CERTIFICATIONS |
(Unaudited)
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||||||||
March 31,
2012
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December 31,
2011
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 1,413,583 | $ | 5,427 | ||||
Certificates of deposit (Note 4)
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242,800 | - | ||||||
Accounts receivable, less allowance
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||||||||
for doubtful accounts of $4031 and $7600
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472,156 | 1,291,975 | ||||||
Inventories
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1,461,149 | 1,066,813 | ||||||
Other current assets
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97,315 | 56,208 | ||||||
Deferred tax asset
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470,869 | 396,558 | ||||||
Total current assets
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4,157,872 | 2,816,981 | ||||||
Properties, plants and equipment, net
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6,786,454 | 6,047,004 | ||||||
Restricted cash for reclamation bonds
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74,777 | 74,777 | ||||||
Other assets
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122,036 | 54,766 | ||||||
Total assets
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$ | 11,141,139 | $ | 8,993,528 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities:
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||||||||
Checks issued and payable
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$ | - | $ | 113,908 | ||||
Deferred revenue
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- | 43,760 | ||||||
Accounts payable
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1,050,390 | 994,940 | ||||||
Accrued payroll, taxes and interest
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150,288 | 141,928 | ||||||
Other accrued liabilities
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33,476 | 119,292 | ||||||
Payables to related parties
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46,662 | 331,978 | ||||||
Long-term debt, current
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255,454 | 79,631 | ||||||
Total current liabilities
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1,536,270 | 1,825,437 | ||||||
Long-term debt, noncurrent
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246,815 | 158,218 | ||||||
Accrued reclamation and remediation costs, noncurrent
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243,510 | 241,500 | ||||||
Total liabilities
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2,026,595 | 2,225,155 | ||||||
Commitments and contingencies (Note 4)
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||||||||
Stockholders' equity:
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||||||||
Preferred stock $0.01 par value, 10,000,000 shares authorized:
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||||||||
Series A: no shares issued and outstanding
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- | - | ||||||
Series B: 750,000 shares issued and outstanding
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||||||||
(liquidation preference $877,500)
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7,500 | 7,500 | ||||||
Series C: 177,904 shares issued and outstanding
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||||||||
(liquidation preference $97,847)
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1,779 | 1,779 | ||||||
Series D: 1,751,005 shares issued and outstanding
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||||||||
(liquidation preference and cumulative dividends of $4,714,433)
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17,509 | 17,509 | ||||||
Common stock, $0.01 par vaue, 90,000,000 shares authorized;
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||||||||
60,804,010 and 59,349,300 shares issued and outstanding, respectively
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608,040 | 593,492 | ||||||
Additional paid-in capital
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28,082,985 | 25,635,129 | ||||||
Accumulated deficit
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(19,603,269 | ) | (19,487,036 | ) | ||||
Total stockholders' equity
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9,114,544 | 6,768,373 | ||||||
Total liabilities and stockholders' equity
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$ | 11,141,139 | $ | 8,993,528 |
For the three months ended
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||||||||
March 31, 2012
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March 31, 2011
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|||||||
REVENUES
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$ | 3,053,554 | $ | 2,838,039 | ||||
COST OF REVENUES
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2,890,144 | 2,491,519 | ||||||
GROSS PROFIT
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163,410 | 346,520 | ||||||
OPERATING EXPENSES:
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||||||||
General and administrative
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225,921 | 148,002 | ||||||
Professional fees
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98,306 | 94,952 | ||||||
TOTAL OPERATING EXPENSES
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324,227 | 242,954 | ||||||
INCOME (LOSS) FROM OPERATIONS
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(160,817 | ) | 103,566 | |||||
OTHER INCOME (EXPENSE):
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||||||||
Interest income
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2,054 | 2,069 | ||||||
Interest expense
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(4,333 | ) | (1,153 | ) | ||||
Factoring expense
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(27,448 | ) | (34,693 | ) | ||||
TOTAL OTHER (EXPENSE)
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(29,727 | ) | (33,777 | ) | ||||
INCOME (LOSS) BEFORE INCOME TAXES
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(190,544 | ) | 69,789 | |||||
INCOME TAX BENEFIT (EXPENSE)
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74,311 | (24,426 | ) | |||||
NET INCOME (LOSS)
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$ | (116,233 | ) | $ | 45,363 | |||
Net income (loss) per share of
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||||||||
common stock:
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||||||||
Basic and diluted
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$ |
Nil
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$ |
Nil
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||||
Diluted
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$ |
Nil
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$ |
Nil
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||||
Weighted average shares outstanding:
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||||||||
Basic
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60,523,440 | 57,164,492 | ||||||
Diluted
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60,523,440 | 57,426,529 |
For the three months ended
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||||||||
March 31, 2012
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March 31, 2011
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Cash Flows From Operating Activities:
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||||||||
Net income (loss)
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$ | (116,233 | ) | $ | 45,363 | |||
Adjustments to reconcile net income (loss) to net cash provided
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||||||||
(used) by operating activities:
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||||||||
Depreciation expense
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109,045 | 92,966 | ||||||
Accretion of asset retirement obligation
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2,010 | - | ||||||
Deferred tax expense (benefit)
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(74,311 | ) | 21,926 | |||||
Change in:
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||||||||
Accounts receivable, net
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819,819 | 523,056 | ||||||
Inventories
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(394,336 | ) | (73,702 | ) | ||||
Other current assets
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(41,107 | ) | (336,381 | ) | ||||
Other assets
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(67,270 | ) | (18,770 | ) | ||||
Accounts payable
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55,450 | 152,609 | ||||||
Accrued payroll, taxes and interest
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8,360 | 8,729 | ||||||
Other accrued liabilities
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(85,816 | ) | (31,127 | ) | ||||
Deferred revenue
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(43,760 | ) | - | |||||
Payables to related parties
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(285,316 | ) | 6,837 | |||||
Net cash provided (used) by operating activities
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(113,465 | ) | 391,506 | |||||
Cash Flows From Investing Activities:
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||||||||
Collateral CD for loan facility
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(242,800 | ) | - | |||||
Purchase of properties, plants and equipment
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(564,555 | ) | (100,265 | ) | ||||
Net cash used by investing activities
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(807,355 | ) | (100,265 | ) | ||||
Cash Flows From Financing Activities:
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||||||||
Proceeds from sale of common stock, net of commissions
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2,462,404 | 783,470 | ||||||
Principal payments of long-term debt
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(19,520 | ) | (16,146 | ) | ||||
Payments received on stock subscription agreements
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22,379 | |||||||
Change in checks issued and payable
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(113,908 | ) | 13,371 | |||||
Net cash provided by financing activities
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2,328,976 | 803,074 | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
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1,408,156 | 1,094,315 | ||||||
Cash and cash equivalents at beginning of period
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5,427 | 448,861 | ||||||
Cash and cash equivalents at end of period
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$ | 1,413,583 | $ | 1,543,176 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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||||||||
Noncash investing and financing activities:
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||||||||
Properties, plants & equipment acquired with long-term debt
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$ | 283,940 | $ | 30,500 | ||||
Properties, plants and equipment acquired with accounts payable
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17,826 |
3/31/2012
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3/31/2011
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|||||||
Warrants
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1,719,167 | 600,000 | ||||||
Convertible preferred stock
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2,678,909 | 2,299,745 | ||||||
Total possible dilution
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4,398,076 | 2,899,745 |
March 31, 2012
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December 31, 2011
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|||||||
Antimony Metal
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$ | 183,169 | $ | 152,026 | ||||
Antimony Oxide
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378,668 | 180,404 | ||||||
Antimony Ore
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841,342 | 644,113 | ||||||
Zeolite
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57,970 | 90,270 | ||||||
$ | 1,461,149 | $ | 1,066,813 |
2012
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2011
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|||||||
Note payable to De Lage Landen financial Services, bearing interest at 5.3%; payable in monthly installments of $549; maturing March 2016; collateralized by equipment.
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$ | 23,700 | $ | - | ||||
Note payable to Western States Equipment Co., bearing interest at 6.15%; payable in monthly installments of $2,032; maturing June 2015; collateralized by equipment.
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71,689 | 77,040 | ||||||
Note payable to CNH Capital America, LLC, bearing interest at 4.5%; payable in monthly installments of $505; maturing June 2013; collateralized by equipment.
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7,337 | 8,648 | ||||||
Note payable to GE Capital, bearing interest at 2.25%; payable in monthly installments of $359; maturing July 2013; collateralized by equipment.
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5,652 | 6,531 | ||||||
Note payable to Robert and Phyllis Rice, bearing interest at 1%; payable in monthly installments of $2,000; maturing March 2015; collateralized by equipment.
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73,024 | 80,882 | ||||||
Note payable to De Lage Landen Financial Services at 5.2%; payable in monthly installments of $709; maturing July 2014; collateralized by equipment.
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18,001 | 19,229 | ||||||
Note payable to Catepillar Finance, bearing interest at 6.15%; payable in monthly installments of $766; maturing August 2014; collateralized by equipment.
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20,607 | 21,990 | ||||||
Note payable to De Lage Landen Financial Services at 5.2%; payable in monthly installments of $697; maturing January 2015; collateralized by equipment.
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22,019 | 23,529 | ||||||
Note payable for Corral Blanco land, bearing interest at 6%; payable in three installments; maturing May 1, 2013; collateralized by land.
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260,240 | |||||||
502,269 | 237,849 | |||||||
Less current portion
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(255,454 | ) | (79,631 | ) | ||||
Noncurrent portion
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$ | 246,815 | $ | 158,218 |
As of March 31,
2012
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As of December 31, 2011
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|||||||
Properties, plants and equipment, net:
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||||||||
Antimony
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||||||||
United States
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$ | 626,593 | $ | 603,959 | ||||
Mexico
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4,218,042 | 3,492,296 | ||||||
Subtotal Antimony
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4,844,635 | 4,096,255 | ||||||
Zeolite
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1,941,819 | 1,950,749 | ||||||
$ | 6,786,454 | $ | 6,047,004 | |||||
Total Assets:
|
||||||||
Antimony
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||||||||
United States
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$ | 3,706,465 | $ | 1,187,322 | ||||
Mexico
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5,054,517 | 4,992,250 | ||||||
Subtotal Antimony
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8,760,982 | 6,179,572 | ||||||
Zeolite
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2,291,533 | 2,813,956 | ||||||
$ | 11,052,515 | $ | 8,993,528 |
For the three months ended
|
||||||||
March 31, 2012
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March 31, 2011
|
|||||||
Capital expenditures:
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||||||||
Antimony
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||||||||
United States
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$ | 44,768 | $ | 57,222 | ||||
Mexico
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762,840 | 91,369 | ||||||
Subtotal Antimony
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807,608 | 148,591 | ||||||
Zeolite
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40,887 | - | ||||||
$ | 848,495 | $ | 148,591 |
For the three months ended March 31, | ||||||||
2012
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2011
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|||||||
Antimony Division - United States:
|
||||||||
Revenues - Antimony
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$ | 2,202,137 | $ | 2,114,232 | ||||
Customer discounts - Antimony
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(27,328 | ) | ||||||
Revenues - Precious metals
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180,138 | 331,200 | ||||||
2,354,947 | 2,445,432 | |||||||
Cost of sales:
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||||||||
Production costs
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1,487,618 | 1,689,599 | ||||||
Depreciation
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7,135 | 6,881 | ||||||
Freight and delivery
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52,316 | 64,890 | ||||||
General and administrative
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19,451 | 26,208 | ||||||
Direct sales expense
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17,769 | 12,590 | ||||||
Total cost of sales
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1,584,289 | 1,800,168 | ||||||
Gross profit - United States antimony
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770,658 | 645,264 | ||||||
Antimony Division - Mexico:
|
||||||||
Cost of sales - Madero smelter:
|
||||||||
Production costs
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440,510 | 225,198 | ||||||
Depreciation
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50,418 | 39,946 | ||||||
Freight and delivery
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65,424 | 804 | ||||||
General and administrative
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16,011 | 30,417 | ||||||
Total Madero smelter
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572,363 | 296,365 | ||||||
Non operating costs :
|
||||||||
Corporate
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39,216 | |||||||
Puerto Blanco mill
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30,738 | |||||||
Los Juarez mine
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11,828 | |||||||
Total Mexico costs
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654,145 | 296,365 | ||||||
Gross profit (loss) - Mexico antimony
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(654,145 | ) | (296,365 | ) | ||||
Total revenues - antimony
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2,354,947 | 2,445,432 | ||||||
Total cost of sales - antimony
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2,238,434 | 2,096,533 | ||||||
Total gross profit - antimony
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116,513 | 348,899 | ||||||
Zeolite Division:
|
||||||||
Revenues
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698,607 | 392,607 | ||||||
Cost of sales:
|
||||||||
Production costs
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488,302 | 273,302 | ||||||
Depreciation
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49,817 | 46,139 | ||||||
Freight and delivery
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21,802 | (2,280 | ) | |||||
General and administrative
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3,505 | 14,523 | ||||||
Royalties
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66,810 | 44,912 | ||||||
Direct sales expense
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21,474 | 18,390 | ||||||
Total cost of sales
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651,710 | 394,986 | ||||||
Gross profit (loss) - zeolite
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46,897 | (2,379 | ) | |||||
Total revenues - combined
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$ | 3,053,554 | $ | 2,838,039 | ||||
Total cost of sales - combined
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2,890,144 | 2,491,519 | ||||||
Total gross profit - combined
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$ | 163,410 | $ | 346,520 |
Financial Condition and Liquidity
|
March 31, 2012
|
December 31, 2011
|
||||||
Current Assets
|
$ | 4,157,872 | $ | 2,816,981 | ||||
Current liabilities
|
(1,536,270 | ) | (1,595,433 | ) | ||||
Net Working Capital
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$ | 2,621,602 | $ | 1,221,548 | ||||
Cash provided (used) by operations
|
$ | (113,465 | ) | $ | 564,041 | |||
Cash (used) by investing
|
(807,355 | ) | (2,239,441 | ) | ||||
Cash provided (used) by financing:
|
||||||||
Principal paid on long-term debt
|
(19,520 | ) | (124,722 | ) | ||||
Sale of Stock
|
2,462,404 | 1,242,780 | ||||||
Other
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(113,908 | ) | 113,908 | |||||
Net change in cash
|
$ | 1,408,156 | $ | (443,434 | ) |
●
|
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.
|
●
|
During its year-end audit, our independent registered accountants discovered material misstatements in our financial statements that required audit adjustments.
|
Mine
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Mine Act §104 Violations (1)
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Mine Act §104(b) Orders (2)
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Mine Act §104(d) Citations and Orders (3)
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Mine Act §(b)(2) Violations (4)
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Mine Act §107(a) Orders (5)
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Proposed Assessments from MSHA (In dollars$)
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Mining Related Fatalities
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Mine Act §104(e) Notice (yes/no) (6)
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Pending Legal Action before Federal Mine Saftey and Health Review Commission (yes/no)
|
|||||||||||||||||||||
Bear River Zeolite
|
0 | 0 | 0 | 0 | 0 | $ | 2,473.00 | 0 | No | No |
UNITED STATES ANTIMONY CORPORATION | |||
(Registrant) | |||
By: | ________________________________________ | Date: | __________________ |
John C. Lawrence, | |||
Director and President (Principal Executive) | |||
By: | ________________________________________ | Date: | ___________________ |
Daniel L. Parks, | |||
Chief Financial Officer |
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Antimony Corporation.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ John C. Lawrence | Date: May 10, 2012 | |
John C. Lawrence | ||
President and Chief Executive Officer |
1.
|
I have reviewed this quarterly report on Form 10-Q of United States Antimony Corporation.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Daniel L. Parks | Date: May 10, 2012 | |
Daniel L. Parks | ||
Chief Financial Officer |
/s/ John C. Lawrence | Date: May 10, 2012 | |
John C. Lawrence | ||
President and Chief Executive Officer |
/s/ Daniel L. Parks | Date: May 10, 2012 | |
Daniel L. Parks | ||
Chief Financial Officer |
Commitments and Contingencies:
|
3 Months Ended |
---|---|
Mar. 31, 2012
|
|
Notes to Financial Statements | |
Note 4. Commitments and Contingencies: | In 2005, a subsidiary of the Company signed an option agreement that gives it the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for an annual payment of $50,000, and an option to purchase payment of $100,000 annually. Total payments will not exceed $1,430,344, reduced by taxes paid. During the three months ended March 31, 2012 and the year ended December 31, 2011, $0 and $186,956 respectively, was paid and capitalized as mineral rights in accordance with the Companys accounting policies.
From time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (MSHA). Using appropriate regulatory channels, management may contest these proposed assessments. The Company has accrued $19,640 in other accrued liabilities as of March 31, 2012, related to these settled claims.
During the three months ended march 31, 2012, the Company negotiated a new credit facility increasing our lines of credit by $202,000. As part of this agreement, we have pledged an additional two $101,000 certificates of deposit as collateral. The increased loan facility allows us access to cash for an interest rate of 3.15% for the portion of the credit line used. At March 31,2012, we did not have any outstanding line of credit debt.
|