United States Antimony Corp 10-Q for FY2021 Q1
United States Antimony Corp (UAMY)
10-Q
2021-05-14
For: 2021-03-31
View Original
Added on
April 10, 2026
About this 10-Q
United States Antimony Corp filed this 10-Q on May 14, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).
Headline figures
Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.25M
- down 28.1% from $1.74M a year earlier
- Net loss
- $335.49K
- compared with a net loss of $308.88K a year earlier
- Diluted EPS
- $92,711,336.00
- up 33.0% from $69,697,150.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark
One)
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☒
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the quarterly period ended March 31, 2021
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OR
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☐
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the
transition period from to
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Commission File No.
001-08675
UNITED STATES ANTIMONY CORPORATION
(Exact
name of Registrant as specified in its charter)
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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
(Address
of principal executive offices)
Registrant’s telephone number: (406 )827-3523
Securities
registered pursuant to Section 12(g) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common
Stock, $0.01 par value
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UAMY
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NYSE
American
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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 ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the
Exchange Act:
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Large
Accelerated Filer ☐
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Accelerated Filer
☐
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Non-Accelerated
Filer ☐
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Small
Reporting Company ☒
Emerging Growth
Company ☐
|
Indicated
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act):
Yes
☐ No ☒
APPLICABLE
ONLY TO CORPORATE ISSUERS:
At May
15, 2021, the registrant had outstanding 106,017,954 shares of par
value $0.01 common stock.
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2021
TABLE OF CONTENTS
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Page
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PART I
– FINANCIAL INFORMATION
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Item
1: Financial Statements (unaudited)
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1-15
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Item
2: Management’s Discussion and Analysis of Results of
Operations and Financial Condition
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16-20
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Item
3: Quantitative and Qualitative Disclosure about Market
Risk
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20
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Item
4: Controls and Procedures
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20
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PART
II – OTHER INFORMATION
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Item
1: Legal Proceedings
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21
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Item
2: Unregistered Sales of
Equity Securities and Use of Proceeds
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21
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Item
3: Defaults upon Senior Securities
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21
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Item
4: Mine Safety Disclosures
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21
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Item
5: Other Information
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21
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Item
6: Exhibits and Reports on Form 8-K
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21
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SIGNATURE
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22
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CERTIFICATIONS
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[The
balance of this page has been intentionally left
blank.]
PART
I-FINANCIAL INFORMATION
Item 1. Financial Statements
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
March 31, 2021 and December 31, 2020
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ASSETS
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March
31,
2021
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December
31,
2020
|
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Current
assets:
|
|
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Cash and cash
equivalents
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$23,042,330
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$665,102
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Certificates of
deposit
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254,873
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254,212
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Accounts
receivable
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537,567
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238,634
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Inventories
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717,750
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650,213
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Other current
assets
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52,200
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-
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Total current
assets
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24,604,720
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1,808,161
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|
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Properties, plants
and equipment, net
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11,026,428
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11,225,594
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Restricted cash for
reclamation bonds
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57,275
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57,275
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IVA receivable and
other assets
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206,818
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208,472
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Total
assets
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$35,895,241
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$13,299,502
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current
liabilities:
|
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Checks
issued and payable
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$-
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$86,685
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Accounts
payable
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1,294,514
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1,876,874
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Accrued
liabilities
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554,628
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635,626
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Payables to related
party
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6,294
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227,432
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Notes payable to
bank
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-
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100,000
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Export tax
assessment payable
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-
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1,120,730
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Hillgrove advances
payable (Note 12)
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1,134,221
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378,074
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Long-term debt,
current portion
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40,770
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52,122
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Total current
liabilities
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3,030,427
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4,477,543
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Long-term debt, net
of current portion
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33,138
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34,304
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Hillgrove advances
payable (Note 12)
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-
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756,147
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CARES Act note
payable
|
443,400
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443,400
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Stock payable to
directors for services
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138,125
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110,000
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Asset retirement
obligations and accrued reclamation costs
|
293,451
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291,719
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Total
liabilities
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3,938,541
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6,113,113
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Commitments and
contingencies (Note 6 and 11)
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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: -0-
shares issued and outstanding
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-
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-
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Series B: 750,000
shares issued and outstanding
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(liquidation
preference $945,000 and $937,500
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respectively)
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7,500
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7,500
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Series C: 177,904
shares issued and outstanding
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(liquidation
preference $97,847 both years)
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1,779
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1,779
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Series D: 1,751,005
shares issued and outstanding
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(liquidation
preference $5,084,770 and $5,043,622
|
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respectively)
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17,509
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17,509
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Common stock, $0.01
par value, 150,000,000 shares authorized;
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105,963,567 and
75,949,757 shares issued and outstanding, respectively
|
1,059,634
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759,496
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Additional paid-in
capital
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63,856,560
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39,050,899
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Accumulated
deficit
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(32,986,282)
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(32,650,794)
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Total stockholders'
equity
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31,956,700
|
7,186,389
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Total liabilities
and stockholders' equity
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$35,895,241
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$13,299,502
|
The accompanying notes are an integral part of the consolidated
financial statements.
1
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations - Unaudited
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For the three
months ended
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March
31,
2021
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March
31,
2020
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|
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REVENUES
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$1,253,287
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$1,742,991
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COST
OF REVENUES
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1,041,130
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1,641,814
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GROSS
PROFIT
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212,157
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101,177
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OPERATING
EXPENSES:
|
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General
and administrative
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170,050
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199,971
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Salaries
and benefits
|
76,659
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94,969
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|
Other
operating expenses
|
184,037
|
26,217
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|
Professional
fees
|
123,137
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84,958
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TOTAL
OPERATING EXPENSES
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553,883
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406,115
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INCOME (LOSS) FROM
OPERATIONS
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(341,726)
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(304,938)
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OTHER INCOME
(EXPENSE):
|
|
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Interest
income
|
8,493
|
804
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Interest
expense
|
(2,255)
|
(4,748)
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TOTAL
OTHER INCOME (EXPENSE)
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6,238
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(3,944)
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NET
LOSS
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(335,488)
|
(308,882)
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Preferred
dividends
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(12,162)
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(12,162)
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Net loss available
to common stockholders
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$(347,650)
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$(321,044)
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Net 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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Weighted average
shares outstanding:
|
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Basic
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92,711,336
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69,697,150
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Diluted
|
92,711,336
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69,697,150
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2
..
United States Antimony Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders'
Equity
For the periods ended March 31, 2021 and March 31,
2020
(Unaudited)
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Total Preferred
Stock
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Common
Stock
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Additional
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Total
|
||
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Paid
|
Accumulated
|
Stockholders'
|
|
Quarter ended
March 31, 2021
|
Shares
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Amount
|
Shares
|
Amount
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In
Capital
|
Deficit
|
Equity
|
|
|
|
|
|
|
|
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Balances, December 31,
2020
|
2,678,909
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$26,788
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75,949,757
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$759,496
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$39,050,899
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$(32,650,794)
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$7,186,389
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Issuance of common stock for
cash
|
-
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-
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26,290,000
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262,900
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24,734,100
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-
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24,997,000
|
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Common stock issuance
costs
|
-
|
-
|
-
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-
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(1,654,820)
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-
|
(1,654,820)
|
|
Common stock issued upon exercise
of warrants
|
-
|
-
|
3,723,810
|
37,238
|
1,726,381
|
-
|
1,763,619
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(335,488)
|
(335,488)
|
|
Balances, March 31,
2021
|
2,678,909
|
$26,788
|
105,963,567
|
$1,059,634
|
$63,856,560
|
$(32,986,282)
|
$31,956,700
|
|
|
Total Preferred
Stock
|
Common
Stock
|
Additional
|
|
Total
|
||
|
|
|
|
|
|
Paid
|
Accumulated
|
Stockholders'
|
|
Quarter ended
March 31, 2020
|
Shares
|
Amount
|
Shares
|
Amount
|
In
Capital
|
Deficit
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Balances, December 31,
2019
|
2,678,909
|
$26,788
|
69,661,436
|
$696,614
|
$37,107,730
|
$(29,363,990)
|
$8,467,142
|
|
Common stock issued upon exercise
of warrants
|
-
|
-
|
250,000
|
2,500
|
60,000
|
-
|
62,500
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(308,882)
|
(308,882)
|
|
Balances, March 31,
2020
|
2,678,909
|
$26,788
|
69,911,436
|
$699,114
|
$37,167,730
|
$(29,672,872)
|
$8,220,760
|
The accompanying notes are an integral part of the consolidated
financial statements.
3
|
United States Antimony Corporation and Subsidiaries
|
|||||
|
Consolidated Statements of Cash Flows - Unaudited
|
|
|
For the three
months ended
|
|
|
Cash Flows From
Operating Activities:
|
March
31,
2021
|
March
31,
2020
|
|
Net income
(loss)
|
$(335,488)
|
$(308,882)
|
|
Adjustments to
reconcile net income (loss) to net cash
|
|
|
|
provided
(used) by operating activities:
|
|
|
|
Depreciation and
amortization
|
222,464
|
226,281
|
|
Accretion of asset
retirement obligation
|
1,732
|
2,654
|
|
Common stock
payable for directors fees
|
28,125
|
28,125
|
|
Write-down of
inventory to net realizable value
|
57,530
|
22,475
|
|
Other non-cash
items
|
(661)
|
(660)
|
|
Change
in:
|
|
|
|
Accounts
receivable
|
(298,933)
|
54,761
|
|
Inventories
|
(125,067)
|
(39,124)
|
|
IVA receivable and
other assets
|
(50,546)
|
2,083
|
|
Accounts
payable
|
(582,360)
|
(24,528)
|
|
Accrued
liabilities
|
(80,998)
|
(38,147)
|
|
Export tax
assessment payable
|
(1,120,730)
|
23,774
|
|
Payables to related
parties
|
(164,922)
|
14,923
|
|
Net cash (used) by
operating activities
|
(2,449,854)
|
(36,265)
|
|
|
|
|
|
Cash Flows From
Investing Activities:
|
|
|
|
Purchase of
properties, plants and equipment
|
(23,298)
|
(96,271)
|
|
Net cash (used) by
investing activities
|
(23,298)
|
(96,271)
|
|
|
|
|
|
Cash Flows From
Financing Activities:
|
|
|
|
Change in checks
issued and payable
|
(86,685)
|
56,102
|
|
Net borrowing from
factor
|
-
|
6,347
|
|
Payments on
advances from related party
|
(56,216)
|
(13,933)
|
|
Proceeds from
issuance of common stock, net of issuance costs
|
23,342,180
|
-
|
|
Proceeds from
exercise of warrants
|
1,763,619
|
-
|
|
Borrowing on notes
payable to bank
|
-
|
2,488
|
|
Principal paid on
notes payable to bank
|
(100,000)
|
-
|
|
Principal payments
of long-term debt
|
(12,518)
|
(10,906)
|
|
Net cash provided
by financing activities
|
24,850,380
|
40,098
|
|
NET INCREASE
(DECREASE) IN CASH
|
|
|
|
AND
CASH EQUIVALENTS AND RESTRICTED CASH
|
22,377,228
|
(92,438)
|
|
Cash and cash
equivalents and restricted cash at beginning of period
|
722,377
|
172,767
|
|
Cash and cash
equivalents and restricted cash at end of period
|
$23,099,605
|
$80,329
|
|
|
57,275
|
|
|
NONCASH INVESTING
AND FINANCING ACTIVITIES:
|
|
|
|
Common stock issued
for warrants
|
$-
|
$62,500
|
..
The accompanying notes are an integral part of the consolidated
financial statements.
4
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 three month period ended March
31, 2021 are not necessarily indicative of the results that may be
expected for the full year ending December 31, 2021.
For
further information refer to the financial statements and footnotes
thereto in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020.
Going Concern Consideration
At
March 31, 2021, the Company’s consolidated financial
statements show working capital of approximately $21.6 million and
an accumulated deficit of approximately $33 million. The Company
has incurred losses for the past two years which are principally a
result of the Company’s antimony operations due to both
depressed antimony prices and production costs incurred in Mexico.
To improve conditions, the Company continues searching for areas to
reduce these production costs.
In the
first quarter of 2021, the Company raised net proceeds of
approximately $23.3 million from sale of shares of its common stock
and approximately $1.8 million from the exercise of stock purchase
warrants. These funds have been and will continue to be used for
general corporate purposes, working capital, hiring of additional
labor, leverage for reducing legacy contracts, a geochemical,
geological, and geophysical study of the Los Juarez property, an
analysis and survey of the tailings at its Puerto Blanco floatation
mill, additional managerial staff at USAC and BRZ headquarters, a
revised website including measures aimed at increased visibility
for advertising, more labor at its Mexican smelter, repair and
improved infrastructure at the Mexican smelter, potential
securement of additional antimony mine reserves in Mexico, and
improvement of furnaces in Montana. With the funds raised,
management believes the Company has sufficient funds to sustain its
operations and meet its financial obligations during the 12 months
following the date of issuance of these consolidated financial
statements.
2.
Developments
in Accounting Pronouncements
Accounting Standards Updates Adopted
In
December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes. The update
contains a number of provisions intended to simplify the accounting
for income taxes. The update was adopted as of January 1, 2021, and
its adoption did not have a material impact on the Company’s
consolidated financial statements.
5
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
2.
Developments
in Accounting Pronouncements, Continued:
Accounting Standards Updates to Become Effective in Future
Periods
In
August 2020, the FASB issued ASU No.2019-12 Debt with Conversion and Other
Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own
Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity. The update is to address issues
identified as a result of the complexity associated with applying
generally accepted accounting principles for certain financial
instruments with characteristics of liabilities and equity. The
update is effective for fiscal years beginning after December 15,
2021, including interim periods within those fiscal years and with
early adoption permitted. Management is evaluating the impact of
this update on the Company’s consolidated financial
statements.
3.
Income
(Loss) Per Common Share
Basic
earnings per share is calculated by dividing net income (loss)
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings per
share is calculated based on the weighted average number of common
shares outstanding during the period plus the effect of potentially
dilutive common stock equivalents, including warrants to purchase
the Company's common stock and convertible preferred
stock.
At
March 31, 2021 and 2020, the potentially dilutive common stock
equivalents not included in the calculation of diluted earnings per
share as their effect would have been anti-dilutive are as
follows:
|
|
March
31,
2021
|
March
31,
2020
|
|
Warrants
|
2,471,089
|
452,041
|
|
Convertible
preferred stock
|
1,751,005
|
1,751,005
|
|
Total possible
dilution
|
4,222,094
|
2,203,046
|
4.
Revenue
Recognition
Products consist of
the following:
●
Antimony:
includes antimony oxide, sodium antimonate, antimony
trisulfide, and antimony metal
●
Zeolite: includes
coarse and fine zeolite crushed in various sizes
●
Precious Metals:
includes unrefined and refined gold and silver
6
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
4.
Revenue
Recognition, Continued:
Sales
of products for the three month period ended March 31, 2021 and
2020, were as follows:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2021
|
2020
|
|
Antimony
|
$657,107
|
$1,121,425
|
|
Zeolite
|
519,947
|
559,360
|
|
Precious
metals
|
76,233
|
62,206
|
|
|
$1,253,287
|
$1,742,991
|
The
following is sales information by geographic area based on the
location of customers for the three month period ended March 31,
2021 and 2020:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2021
|
2020
|
|
United
States
|
$1,165,513
|
$1,566,237
|
|
Canada
|
87,774
|
176,754
|
|
|
$1,253,287
|
$1,742,991
|
Sales
of products to significant customers were as follows for the three
month period ended March 31, 2021 and 2020:
|
Sales
to Three
|
For the
Period Ended
|
|
|
Largest
Customers
|
March
31,
2021
|
March 31,
2020
|
|
Zeo
Inc.
|
$152,317
|
$-
|
|
GE Chaplin,
Inc.
|
298,150
|
114,291
|
|
Nyacol
Technologies
|
-
|
106,161
|
|
Mexichem Specialty
Compounds
|
327,670
|
413,993
|
|
|
$778,137
|
$634,445
|
|
%
of Total Revenues
|
62.09%
|
36.40%
|
7
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
4.
Revenue
Recognition, Continued:
Accounts receivable
from largest customers were as follows at March 31, 2021 and
December 31, 2020:
|
Largest
|
|
|
|
Accounts
Receivable
|
March
31,
2021
|
December
31,
2020
|
|
Mexichem Specialty
Compounds
|
$185,804
|
$-
|
|
GE Chaplin,
Inc.
|
102,408
|
-
|
|
Earth Innovations
Inc.
|
-
|
68,055
|
|
|
$288,212
|
$68,055
|
|
%
of Total Receivables
|
53.61%
|
28.52%
|
Our
trade accounts receivable balance related to contracts with
customers was $537,567 at March 31, 2021 and $238,634 at
December 31, 2020. Our products do not involve any warranty
agreements and product returns are not typical.
5.
Inventories
Inventories at
March 31, 2021 and December 31, 2020 consisted primarily of
finished antimony products, antimony metal, antimony ore, and
finished zeolite products that are stated at the lower of first-in,
first-out cost or estimated net realizable value. Finished antimony
products, antimony metal and finished zeolite products costs
include raw materials, direct labor and processing facility
overhead costs and freight. Inventories at March 31, 2021 and
December 31, 2020 are as follows:
|
|
March
31,
2021
|
December
31,
2020
|
|
Antimony
Metal
|
$25,238
|
$268,100
|
|
Antimony
Oxide
|
360,566
|
67,377
|
|
Antimony
Ore
|
167,945
|
95,880
|
|
Total
antimony
|
553,749
|
431,357
|
|
Zeolite
|
164,001
|
218,856
|
|
|
$717,750
|
$650,213
|
Antimony oxide
inventory consisted of finished product oxide held at the Company's
plants in Montana and Mexico. Antimony concentrates and ore were
held primarily at sites in Mexico and are essentially raw material.
The Company's zeolite inventory consists of salable zeolite
material.
At
March 31, 2021 and December 31, 2020, the antimony inventory in
Mexico was valued at estimated net realizable value.
8
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
6.
Commitments
and Contingencies
The
Company pays various royalties on the sale of zeolite products. On
a combined basis, royalties vary from 8%-13%. During the three
month periods ended March 31, 2021 and 2020, the Company had
royalty expense of $62,130 and $64,150, respectively. At March 31,
2021 and December 31, 2020, the Company had accrued royalties
payable of $353,591 and $434,981, respectively, which is included
in accrued liabilities. The Company is currently in negotiations
with certain royalty holders to modify the terms of the
agreements.
In June
of 2013, the Company entered into a lease, as lessor, to mine
antimony ore from concessions located in the Wadley Mining district
in Mexico. The lease called for a term of one year and required
payments of $10,000, plus a tax of $1,700, per month. The lease was
renewable each year with a 15 day notice to the lessor and
agreement of terms. The lease renewal was scheduled for renewal in
June 2020. In July 2020, the Company decided not to renew the lease
due to the continuing low market price for antimony and to reduce
Mexican antimony production while seeking other lower cost sources
of antimony ore and concentrates. The Company wrote off $318,502 of
assets at the Wadley mine during the year ended December 31,
2020.
7.
Notes
Payable to Bank
|
At March 31, 2021 and
December 31, 2020, the Company had the following notes payable to
bank:
|
||
|
|
|
|
|
|
2021
|
2020
|
|
Promissory note
payable to First Security Bank of Missoula,
|
|
|
|
bearing interest at
3.150%, payable on demand, collateralized
|
|
|
|
by a lien on
Certificate of Deposit
|
$-
|
$99,999
|
|
|
|
|
|
Promissory note
payable to First Security Bank of Missoula,
|
|
|
|
bearing interest at
3.150%, payable on demand, collateralized
|
|
|
|
by a lien on
Certificate of Deposit
|
-
|
1
|
|
|
|
|
|
Total notes payable
to the bank
|
$-
|
$100,000
|
The
notes are paid in full as of March 31, 2021 and the lien on the
Certificate of Deposit has been released.
9
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
8.
Debt
|
Long-Term debt at
March 31, 2021 and December 31, 2020 is as follows:
|
March
31,
|
December
31,
|
|
|
2021
|
2020
|
|
Note payable to Zeo
Inc., non interest bearing,
|
|
|
|
payable in 11
quarterly installments of $8,300 with a final payment of
$8,700;
|
|
|
|
maturing December
2022; uncollateralized.
|
$58,500
|
$66,800
|
|
Note payable to Cat
Financial Services, bearing interest at 6%;
|
|
|
|
payable in monthly
installments of $778; maturing
|
|
|
|
December 2022;
collateralized by equipment.
|
15,408
|
17,480
|
|
Note payable to
Phyllis Rice, bearing interest
|
|
|
|
at 1%; payable in
monthly installments of $2,000; originally maturing
|
|
|
|
March 2015;
collateralized by equipment.
|
-
|
2,146
|
|
|
73,908
|
86,426
|
|
Less current
portion
|
(40,770)
|
(52,122)
|
|
Long-term
portion
|
$33,138
|
$34,304
|
At
March 31, 2021, principal payments on debt are due as
follows:
|
12 Months Ending
March 31,
|
Principal
Payment
|
|
2022
|
40,770
|
|
2023
|
33,138
|
|
|
$73,908
|
9.
Related
Party Transactions
The
Company’s previous President and Chairman, John Lawrence,
rented equipment to the Company and charged the Company for lodging
and meals provided to consultants, customers and other parties by
an entity that Mr. Lawrence owned. The amount due to Mr.
Lawrence’s estate as of March 31, 2021 and December 31, 2020
was $6,094 and $171,017, respectively. During the three months
ended March 31, 2021, the Company paid $164,922 to John
Lawrence’s estate as reimbursement for these
advances.
During
2019, Mr. Lawrence advanced funds to the Company that had a balance
at December 31, 2020 of $56,216. During the three month period
ended March 31, 2021, the Company paid First Security Bank on
behalf of Mr. Lawrence $56,216. The balance of the advances due to
Mr. Lawrence at March 31, 2021 is $0.
John C.
Gustaven, Interim Chief Executive Officer of the Company, has an
advance due from the Company of $200 at December 31, 2020. During
the three month period ended March 31, 2021, the Company did not
make any payments to Mr. Gustaven on these advances.
10
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
10.
Stockholder’s Equity
During
the three month period ended March 31, 2021, the Company sold
shares of its common stock in two separate transactions: on
February 3, 2021, 15,300,000 shares were sold at $0.70 for gross
proceeds of $10,710,000; and on February 18, 2021, 10,990,000
shares were sold at $1.30 for gross proceeds of $14,287,000. A
total of $1,654,820 of issuance costs were incurred on these
sales.
During
the three month period ended March 31, 2021 and March 31, 2020, the
Company accrued $28,125 and $28,125, respectively, in
directors’ fees payable that will be paid in common
stock.
During
the three month period ended March 31, 2021, the Company issued
3,723,810 shares of common stock and received $1,763,619 in cash
from the exercise of warrants. During the three month period ended
March 31, 2020, warrants for purchase of 250,000 shares of the
Company’s common stock for $0.25 per share were exercised by
the Company’s previous President and Chairman, John Lawrence.
The warrants were exercised in exchange for a reduction of $62,500
in an amount payable to Mr. Lawrence.
Warrants
Transactions in
common stock purchase warrants for the three month period ended
March 31, 2021 and the year ended December 31, 2020 are as
follows:
|
|
Number of
Warrants
|
Exercise
Prices
|
|
Balance December
31, 2019
|
702,041
|
$0.25 - $0.65
|
|
Issued
|
5,742,858
|
$0.46
|
|
Exercised
|
(250,000)
|
$0.25
|
|
Balance December
31, 2020
|
6,194,899
|
$0.46 - $0.65
|
|
Issued
|
-
|
|
|
Exercised
|
(3,723,810)
|
$0.46 - $0.65
|
|
Balance March 31,
2021
|
2,471,089
|
$0.46 - $0.65
|
These
warrants expire as follows:
|
Shares
|
Exercise
Price
|
Expiration
Date
|
|
185,374
|
$0.65
|
2022
|
|
2,285,715
|
$0.46
|
2025
|
|
2,471,089
|
|
|
11.
Income
and Other Taxes
Mexican Tax Assessment
In
2015, the Mexican tax authority (“SAT”) initiated an
audit of the USAMSA’s 2013 income tax return. In October
2016, as a result of its audit, SAT assessed the Company $13.8
million pesos, which was approximately $666,400 in U.S. Dollars
(“USD”) as of December 31, 2016. SAT’s assessment
was based on the disallowance of specific costs that the Company
deducted on the 2013 USAMSA income tax return. The Company engaged
accountants and tax attorneys in Mexico to defend its position. The
assessment was settled in 2018 with no assessment against the
Company.
11
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
11.
Income
and Other Taxes , Continued:
In
early 2019, the Company was notified that SAT re-opened its audit
of USAMSA’s 2013 income tax return and, in November 2019, SAT
assessed the Company $16.3 million pesos, which was approximately
$821,000 USD as of March 31, 2021. Management reviewed the 2019
assessment notice from SAT and, similar to the earlier assessment,
believes the findings have no merit. The Company engaged a tax
attorney in Mexico to defend its position. An appeal was filed by
the Company in November 2019 suspending SAT from taking immediate
action regarding the assessment. The Company posted a guarantee of
the amount in March 2020 as is required under the appeal process.
In August 2020, the Company filed a lawsuit against SAT for
resolution of the process and, in December 2020, filed closing
arguments. Management expects the appeal process to continue
through 2021.
At
March 31, 2021 and December 31, 2020, management assessed the
possible outcomes for this tax audit and believes, based on
discussions with its tax attorney in Mexico, that the most likely
outcome will be that the Company will be successful in its appeal
resulting in no tax due. Management determined that no amount
should be accrued at March 31, 2021 and December 31, 2020 relating
to this potential tax liability. There can be no assurance that the
Company’s ultimate liability, if any, will not have a
material adverse effect on the Company’s results of
operations or financial position. If an issue addressed during the
SAT audit is resolved in a manner inconsistent with management
expectations, the Company will adjust its current net operating
loss carryforward, or accrue penalties, interest, and tax
associated with the assessment.
Other Taxes
In
2016, USAMSA imported coal from the United States to its smelter in
Mexico to process Australian concentrates associated with the
Hillgrove agreement (Note 12). At that time, the Company
applied for and was granted a Maquiladora (IMMEX), in accordance
with a Manufacturing and Export Services Industry program offered
by the Mexican government to attract and promote foreign investment
in Mexico. With the IMMEX, all imported goods to Mexico that
are also exported in altered form are exempt from the requirement
of paying the 16% tax (IVA). The Company did not pay IVA on
any of the imported coal used to process the Australian
concentrates. In 2020, the Company was informed by the
SAT that it owed the 16% IVA money for all the coal imported for
the processing of the Australian concentrates. Additionally,
there were penalties and fees that SAT added to the total
amount. In late 2020, the Company filed a motion before the
Taxpayer's Defense Agency (PRODECON), but the motion was
denied. To avoid exorbitant penalties, the Company elected to
pay the assessed amount in early 2021. For the year ended December
31, 2020, the Company recognized an export tax expense of
$1,120,730 and accrued a liability for this assessment. The
assessment was settled with a payment of $1,120,730 during the
three month period ended March 31, 2021.
12. Hillgrove Advances Payable
On
November 7, 2014, the Company entered into an advance and
concentrate processing agreement with Hillgrove Mines Pty Ltd of
Australia (Hillgrove) in which the Company was advanced funds from
Hillgrove to build facilities to process Hillgrove antimony
concentrate. The Company has not processed Hillgrove concentrate
for more than two years. The agreement requires the Company to pay
the advance balance after Hillgrove issues a stop notice. Payments
would begin 90 days after the stop notice issue date and be made in
six equal and quarterly installments. Hillgrove was acquired by Red
River Resources LTD (“Red River”) during 2019. The
total balance of the advance liability due was $1,134,221 at March
31, 2021 and December 31, 2020. After March 31, 2021, the Company
successfully negotiated a settlement with Red River for an agreed
upon amount of $1,020,799. This balance was paid on April 8,
2021.
12
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
13.
Business
Segments
The
Company is currently organized and managed by four segments, which
represent our operating units: United States antimony operations,
Mexican antimony operations, precious metals recovery and United
States zeolite operations.
The
Puerto Blanco mill and the Madero smelter at the Company’s
Mexico operation bring antimony up to an intermediate or finished
stage, which may be sold directly or shipped to the United States
operation for finishing at the Thompson Falls, Montana plant. The
Puerto Blanco mill in Mexico is the site of our crushing and
flotation plant, and a cyanide leach plant which will recover
precious metals after the ore goes through the crushing and
flotation cycles. A precious metals recovery plant is operated in
conjunction with the antimony processing plant at Thompson Falls,
Montana, where a 99% precious metals mix will be produced. The
zeolite operation produces zeolite near Preston, Idaho. Almost all
of the sales of products from the United States antimony and
zeolite operations are to customers in the United States, although
the Company does have a sales operation in Canada.
Segment
disclosure regarding sales to major customers is located in Note
4.
|
Properties,
plants
|
March
31,
|
December
31,
|
|
and
equipment, net:
|
2021
|
2020
|
|
Antimony
|
|
|
|
United
States
|
$1,629,846
|
$1,637,738
|
|
Mexico
|
7,495,331
|
7,635,410
|
|
Subtotal
Antimony
|
9,125,177
|
9,273,148
|
|
Precious
metals
|
924,707
|
933,885
|
|
Zeolite
|
976,544
|
1,018,561
|
|
Total
|
$11,026,428
|
$11,225,594
|
At
March 31, 2021 and December 31, 2020, the Company had $739,435 and
$755,978, respectively, of assets that were not yet placed in
service and have not yet been depreciated.
|
|
For the three
months ended
|
|
|
Capital
expenditures:
|
March
31,
2021
|
March
31,
2020
|
|
Antimony
|
|
|
|
United
States
|
$-
|
$23,121
|
|
Mexico
|
4,872
|
26,765
|
|
Subtotal
Antimony
|
4,872
|
49,886
|
|
Precious
Metals
|
18,426
|
38,521
|
|
Zeolite
|
-
|
7,864
|
|
Total
|
$23,298
|
$96,271
|
13
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
13.
Business Segments, Continued:
|
Segment
Operations for the three
|
Antimony
|
Antimony
|
Total
|
Precious
|
Bear
River
|
|
|
months ended
March 31, 2021
|
USAC
|
Mexico
|
Antimony
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$657,107
|
$-
|
$657,107
|
$76,233
|
$519,947
|
$1,253,287
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
7,891
|
144,952
|
152,843
|
27,604
|
42,017
|
222,464
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
(218,669)
|
(238,568)
|
(457,237)
|
48,630
|
66,881
|
(341,726)
|
|
|
|
|
|
|
|
|
|
Other income
(expense):
|
6,635
|
-
|
6,635
|
-
|
(397)
|
6,238
|
|
|
|
|
|
|
|
|
|
NET INCOME
(LOSS)
|
$(212,034)
|
$(238,568)
|
$(450,602)
|
$48,630
|
$66,484
|
$(335,488)
|
|
Segment
Operations for the three
|
Antimony
|
Antimony
|
Total
|
Precious
|
Bear
River
|
|
|
months ended
March 31, 2020
|
USAC
|
Mexico
|
Antimony
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$1,121,425
|
$-
|
$1,121,425
|
$62,206
|
$559,360
|
$1,742,991
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
7,395
|
146,098
|
153,493
|
23,598
|
49,190
|
226,281
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
239,352
|
(719,066)
|
(479,714)
|
38,608
|
136,168
|
(304,938)
|
|
|
|
|
|
|
|
|
|
Other income
(expense):
|
(2,915)
|
-
|
(2,915)
|
-
|
(1,029)
|
(3,944)
|
|
|
|
|
|
|
|
|
|
NET INCOME
(LOSS)
|
$236,437
|
$(719,066)
|
$(482,629)
|
$38,608
|
$135,139
|
$(308,882)
|
14. Note Payable-Small Business Administration
Loan
On
March 27, 2020, the Coronavirus Aid, Relief, and Economic Security
(the “CARES Act”) Act was signed into United States
law.
On
April 20, 2020, the Company received a loan of $443,400 pursuant to
the Paycheck Protection Program (the “PPP”) under
Division A, Title I of the CARES Act, which was enacted March 27,
2020. The loan, which was in the form of a Note dated April 20,
2020 had a maturity date on April 19, 2022 and an interest rate of
1% per annum. It is anticipated that the loan will be forgiven
under the provisions of the CARES Act because the Company used the
funds for qualifying expenses. Qualifying expenses included payroll
costs, costs used to continue group health care benefits, rent, and
utilities. The amount of the PPP loan will be recognized as gain on
forgiveness of the CARES Act loan in the period the Company
receives formal notification of forgiveness. The application for
forgiveness was submitted to the bank on January 24, 2021, and the
bank submitted the application to the SBA on February 12, 2021. On
April 26, 2021, the bank notified the Company that the amount had
been paid in full by the SBA.
14
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
15.
Subsequent Events
The
Company has been in contact with Midas Gold for over a decade
regarding its potential interest in opening its Stibnite Mine in
Idaho. On May 3, 2021, the Company signed a Collaboration Agreement
with Perpetua Resources (“Perpetua”) (formerly Midas
Gold) to study the feasibility of processing Perpetua’s
concentrates at the Company’s Montana facilities. Perpetua is
in the process of permitting an antimony and gold resource in
Idaho.
15
ITEM
2.
Management’s
Discussion and Analysis of Results of Operations and Financial
Condition
COVID-19 Coronavirus Pandemic Response and Impact
One of
the principal recent challenges facing the Company in 2021 as a
result of stimulus funding from Covid-19 has been the evaporation
of available labor. This issue has seriously impacted both
operations in Montana and at its zeolite operation in Idaho. The
following measures are being taken in an attempt to obtain and
retain laborers:
1.
The Company has
raised the starting wage and as a result increased its labor costs
for existing laborers.
2.
The Company has
advertised on multiple job search platforms and is also advertising
in two languages on conventional job search platforms as well as on
multiple social media sites.
3.
The Company is
investigating methods to obtain labor from Mexico.
4.
The Company is
investigating hiring from alternative potential labor pools,
including addiction recovery centers.
General
Certain
matters discussed are forward-looking statements that involve risks
and uncertainties, including the impact of antimony prices and
production volatility, changing market conditions and the
regulatory environment and other risks. Actual results may differ
materially from those projected. These forward-looking statements
represent our judgment as of the date of this filing. We disclaim,
however, any intent or obligation to update these forward-looking
statements.
16
|
|
Three
Months
|
Three
Months
|
|
|
Ended
|
Ended
|
|
Antimony
- Combined USA and Mexico
|
March
31,
2021
|
March
31,
2020
|
|
Lbs of Antimony
Metal USA
|
181,969
|
166,908
|
|
Lbs of Antimony
Metal Mexico:
|
-
|
128,545
|
|
Total
Lbs of Antimony Metal Sold
|
181,969
|
295,453
|
|
Average Sales
Price/Lb Metal
|
$3.61
|
$3.06
|
|
Net
loss/Lb Metal
|
$(2.48)
|
$(1.63)
|
|
|
|
|
|
Gross antimony
revenue - net of discount
|
657,107
|
902,746
|
|
Tri-sulfide
revenue
|
-
|
218,679
|
|
Total
revenue
|
$657,107
|
$1,121,425
|
|
|
|
|
|
Cost of sales -
domestic
|
(543,322)
|
(533,289)
|
|
Cost of sales -
Mexico
|
(26,318)
|
(684,061)
|
|
Operating
expenses
|
(544,704)
|
(383,789)
|
|
Non-operating
expenses
|
6,635
|
(2,915)
|
|
|
(1,107,709)
|
(1,604,054)
|
|
|
|
|
|
Net
loss - antimony
|
(450,602)
|
(482,629)
|
|
Depreciation,&
amortization
|
152,843
|
153,493
|
|
EBITDA
- antimony
|
$(297,759)
|
$(329,136)
|
|
|
|
|
|
Precious
Metals
|
|
|
|
Ounces
sold
|
|
|
|
Gold
|
7.28
|
15.00
|
|
Silver
|
3,354
|
5,048
|
|
|
|
|
|
Gross precious
metals revenue
|
$76,233
|
$62,206
|
|
Production costs,
royalties, and shipping costs
|
(27,604)
|
(23,598)
|
|
Net
income - precious metals
|
48,629
|
38,608
|
|
Depreciation
|
27,604
|
23,598
|
|
EBITDA
- precious metals
|
$76,233
|
$62,206
|
|
|
|
|
|
Zeolite
|
|
|
|
Tons
sold
|
2,743
|
2,809
|
|
Average Sales
Price/Ton
|
$189.55
|
$199.13
|
|
Net
income (Loss)/Ton
|
$24.24
|
$48.11
|
|
|
|
|
|
Gross zeolite
revenue
|
$519,947
|
$559,360
|
|
Cost of
sales
|
(443,886)
|
(400,866)
|
|
Operating
expenses
|
(9,179)
|
(22,326)
|
|
Non-operating
expenses
|
(397)
|
(1,029)
|
|
Net
income - zeolite
|
66,485
|
135,139
|
|
Depreciation
|
42,017
|
49,190
|
|
EBITDA
- zeolite
|
$108,502
|
$184,329
|
|
|
|
|
|
Company-wide
|
|
|
|
Gross
revenue
|
$1,253,287
|
$1,742,991
|
|
Production
costs
|
(1,041,130)
|
(1,641,814)
|
|
Operating
expenses
|
(553,883)
|
(406,115)
|
|
Non-operating
expenses
|
6,238
|
(3,944)
|
|
Net
income (loss)
|
(335,488)
|
(308,882)
|
|
Depreciation,&
amortization
|
222,464
|
226,281
|
|
EBITDA
|
$(113,024)
|
$(82,601)
|
17
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM
2.
Management’s
Discussion and Analysis of Results of Operations and
FinancialCondition, continued:
Company-Wide
For the
first quarter of 2021, we recognized a net loss of $335,488 on
sales of $1,253,287, after depreciation and amortization of
$224,464. We reported a net loss of $308,882 in the first quarter
of 2020 on sales of $1,742,991, after depreciation and amortization
of $226,281.
For the
three months ended March 31, 2021, EBITDA was a negative $113,024
compared to a negative $82,601 for the same period in
2020.
Net
non-cash expense items totaled $309,190, for the three months ended
March 31, 2021 and included $222,464 for depreciation and
amortization, $28,125 for director compensation, $57,530 for the
write-down of inventory and $1,071 for other items. Net non-cash
expense items totaled $278,875 for the first three months of 2020
and included $226,281 for depreciation and amortization, $28,125
for director compensation, $22,475 for the write-down of and $1,994
for other items.
For the
three months ended March 21, 2021, general and administrative
expenses were $170,050 compared to $199,971 for the same period of
2020.
Antimony
For the
three month period ended March 31, 2021, we sold 181,969 pounds of
antimony compared to 295,453 pounds for the three month period
ended March 31, 2020. The raw material received from our North
American supplier increased by approximately 107,086 for the three
month period ended March 31, 2021, compared to the same quarter for
2020. We had a decrease in raw material from Mexico of
approximately 63,000 for the three month period ended March 31,
2021, compared to the same quarter for 2020.
The
average sales price of antimony during the three month period ended
March 31, 2021 was $3.61 per pound compared to $3.06 during the
same period in 2020.
Precious Metals
The
caustic leach of flotation concentrates from Los Juarez has been
successful. The Company is delaying the processing of the ore from
Los Juarez pending its survey and study of the property’s
reserves and an analysis of its current flotation tailings. The
impact of Covid-19 has forced a delay in the geological,
geophysical, and geochemical study of the Los Juarez property but
the Company plans to conduct the Los Juarez study as soon as
practical given the current situation.
For the
three month period ended March 31, 2021, income for precious metals
from North American sources was $76,233 compared to $62,206 for the
same periods of 2020.
18
Current
and prior periods’ revenue from precious metals is as
follows:
|
Precious
Metal Sales Silver/Gold
|
For
the three months ended March 31,
|
|
|
Montana
|
2021
|
2020
|
|
Ounces Gold Shipped
(Au)
|
7.28
|
15.00
|
|
Ounces Silver
Shipped (Ag)
|
3,354.00
|
5,048.00
|
|
Total
Revenues
|
$76,233
|
$62,206
|
Bear River Zeolite (BRZ)
For the
three month period ended March 31, 2021, BRZ sold 2,743 tons of
zeolite compared to 2,809 tons in the same periods of
2020.
For the
three month period ended March 31, 2021, BRZ realized net income of
$66,485 after depreciation of $42,017 compared to a net income of
$135,139 after depreciation of $49,190 for the same period of
2020.
A
non-trivial portion of our zeolite sales have been generated by its
use in swimming pools, and that activity is resuming now but was
severely impacted by the pandemic. We expect resumption of normal
sales in this sector this summer and in the future as the covid-19
restrictions are reduced. The Company has halted sales of
low-volume product as its associated packaging and shipping costs
did not justify them. It is concentrating on larger-volume sales
and has received many orders recently from new clients. With the
addition of improved management, the addition of an excellent sales
person, and improvement in its crushing and sorting circuits, the
Company anticipates substantial growth in zeolite
sales.
BRZ
realized an EBITDA for the three month period ended March 31, 2021
of $108,502 compared to $184,329 for the same periods in
2020.
Financial Position
|
Financial
Condition and Liquidity
|
March
31,
2021
|
December
31,
2020
|
|
|
|
|
|
Current
assets
|
$24,604,720
|
$1,808,161
|
|
Current
liabilities
|
(3,030,427)
|
(4,477,543)
|
|
Net
Working Capital
|
$21,574,293
|
$(2,669,382)
|
|
|
For the
Three Months Ended
|
|
|
|
March 31,
2021
|
March 31,
2020
|
|
Cash provided
(used) by operations
|
$(2,449,854)
|
$(36,265)
|
|
Cash provided by
collection of note receivable
|
|
|
|
Cash provided
(used) by investing:
|
|
|
|
Cash used for
capital outlay
|
(23,298)
|
(96,271)
|
|
Cash provided
(used) by financing:
|
|
|
|
Payments on notes
payable to bank
|
(100,000)
|
-
|
|
Proceeds from notes
payable to bank
|
-
|
2,488
|
|
Proceeds from
common stock issued, net
|
23,342,180
|
62,500
|
|
Proceeds from
exercise of warrants
|
1,763,619
|
-
|
|
Principal paid on
long-term debt
|
(12,518)
|
(10,906)
|
|
Payments on
advances from related party
|
(56,216)
|
-
|
|
Checks issued and
payable
|
(86,685)
|
56,102
|
|
Net
change in cash and restricted cash
|
$22,377,228
|
$(22,352)
|
19
Our net
working capital increased by $24,243,675 from December 31, 2020 to
March 31, 2021. Our cash and cash equivalents increased by
$22,377,228 during the same period. We spent $23,298 for capital
items, and our debt decreased by approximately $169,000 and our
accrued liabilities decreased by approximately $1.9 million
including $1,120,730 paid to eliminate our export tax assessment
payable . During the quarter, we raised approximately $23.3 million
from sale of shares of common stock and approximately $1.8 million
for the exercise of warrants.
We have
estimated commitments and improvements of less than $100,000 to
finish building and installing the precious metals leach circuits.
However, this funding will be implemented after its geological
study of the Los Juarez property. The Company plans to conduct a
proper study of the Los Juarez property and its tailings at its
flotation plant and pending the results of these studies decide how
to proceed regarding a drill program and/or mining of the property.
The study may involve a partnership with a junior mining Company in
order to assist US Antimony in the proper characterization of the
deposit. Should the deposit be of great value, the Company will
likely move the flotation plant closer to the mine. We believe that
with our current cash balance, along with the future cash flow from
operations and operating agreements, we have adequate liquid assets
to meet these commitments and service our debt for the next twelve
months.
At
March 31, 2021, the Company’s consolidated financial
statements show working capital of approximately $21.6 million and
an accumulated deficit of approximately $33 million. With the
exception of 2018, the Company has incurred losses for the past
several years. The net income in 2018 was primarily due to
non-recurring events which contributed approximately $2.5 million
to net income. The continuing losses are principally a result of
the Company’s antimony operations due to both depressed
antimony prices and production costs incurred in Mexico. To improve
conditions, the Company plans to continue searching for areas to
reduce these production costs. Management expects improvement in
cash flow in 2021 from the sale of antimony and
zeolite.
In the
first quarter of 2021, the Company raised net proceeds of
approximately $23.3 million from sale of shares of its common stock
and approximately $1.8 million from the exercise of stock purchase
warrants. These funds have been and will continue to be used for
general corporate purposes, working capital, hiring of additional
labor, leverage for reducing legacy contracts, a geochemical,
geological, and geophysical study of the Los Juarez property, an
analysis and survey of the tailings at its Puerto Blanco floatation
mill, additional managerial staff at USAC and BRZ headquarters, a
revised website including measures aimed at increased visibility
for advertising, more labor at its Mexican smelter, repair and
improved infrastructure at the Mexican smelter, potential
securement of additional antimony mine reserves in Mexico, and
improvement of furnaces in Montana. With the funds raised,
management believes the Company has sufficient funds to sustain its
operations and meet its financial obligations during the 12 months
following the date of issuance of these consolidated financial
statements.
ITEM 3.
None
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 Interim President
& Director conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of March 31, 2021. It was determined that there were material
weaknesses affecting our disclosure controls and procedures and, as
a result of those weaknesses, our disclosure controls and
procedures were not effective as of March 31, 2021. These material
weaknesses are as follows:
20
●
Inadequate design
of internal control over the preparation of the financial
statements and financial reporting processes;
●
Inadequate
monitoring of internal controls over significant accounts and
processes including controls associated with domestic and Mexican
subsidiary operations and the period-end financial reporting
process; and
●
The absence of
proper segregation of duties within significant processes and
ineffective controls over management oversight, including antifraud
programs and controls.
We are
aware of these material weaknesses and will develop procedures to
ensure that independent review of material transactions is
performed. The Interim President will develop internal control
measures to mitigate the lack of inadequate documentation of
controls and the monitoring of internal controls over significant
accounts and processes including controls associated with the
period-ending reporting processes, and to mitigate the segregation
of duties within significant accounts and processes and the absence
of controls over management oversight, including antifraud programs
and controls.
We plan
to consult with independent experts when complex transactions are
entered into.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There
were no significant changes made to internal controls over
financial reporting for the quarter ended March 31,
2021.
PART
II - OTHER INFORMATION
Item
1.
LEGAL PROCEEDINGS
None
Item
2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None
Item
3.
DEFAULTS UPON SENIOR SECURITIES
The
registrant has no outstanding senior securities.
Item
4.
MINE SAFETY DISCLOSURES
The
information concerning mine safety violations or other regulatory
matters required by Section 1503 (a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and Item 104 of Regulation S-K
is included in Exhibit 95 to this Annual Report.
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
21
SIGNATURES
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. Gustaven
|
|
|
Date:
May 15, 2021
|
|
|
John C.
Gustaven, Interim CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: /s/ Russell C.
Lawrence
|
|
|
Date:
May 15, 2021
|
|
|
Russell
C. Lawrence, Interim President & Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
Exhibit 31.1
CERTIFICATIONS
I, John
C. Gustaven, Interim Chief Executive Officer, certify
that:
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.
Gustaven
|
Date:
May 15, 2021
|
John C.
Gustaven
Interim
CEO
Exhibit 31.2
CERTIFICATIONS
I,
Russell C Lawrence, Interim President & Director, certify
that:
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/ Russell C.
Lawrence
|
Date:
May 15, 2021
|
Russell
C. Lawrence
Interim
President & Director
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO THE SARBANES-OXLEY ACT
18
U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
I, John
C. Gustaven, Interim Chief Executive Officer of United States
Antimony Corporation (the "Company") do hereby certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
This
Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended March 31, 2021, as filed with the Securities and Exchange
Commission (the "report"), fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The
information contained in the report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
|
/s/ John C.
Gustaven
|
Date:
May 15, 2021
|
John C.
Gustaven
Interim
CEO
EXHIBIT
32.2
CERTIFICATION
PURSUANT TO THE SARBANES-OXLEY ACT
18
U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
I,
Russell C. Lawrence, Interim President & Director of United
States Antimony Corporation (the "Company") do hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my
knowledge:
This
Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended March 31, 2021, as filed with the Securities and Exchange
Commission (the "report"), fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
The
information contained in the report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
|
/s/ Russell C.
Lawrence
|
Date:
May 15, 2021
|
Russell
C. Lawrence
Interim
President & Director