UNITED STATES ANTIMONY CORP - Quarter Report: 2014 June (Form 10-Q)

uamy_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period _____________ to _____________

Commission file number 001-08675

UNITED STATES ANTIMONY CORPORATION

(Exact name of registrant as specified in its charter)

Montana		81-0305822
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 643, Thompson Falls, Montana		59873
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (406) 827-3523

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

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 x NO o

Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act.

YES o NO x

At August 11, the registrant had outstanding 63,933,564 shares of par value $0.01 common stock.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company o

UNITED STATES ANTIMONY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD

ENDED JUNE 30, 2014

(UNAUDITED)

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page

Item 1:	Financial Statements (unaudited)	1-14

Item 2:	Management’s Discussion and Analysis of Results of Operations and
	Financial Condition	15-18

Item 3:	Quantitative and Qualitative Disclosure about Market Risk	18

Item 4:	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	20

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3:	Defaults upon Senior Securities	20

Item 4:	Mine Safety Disclosures	20

Item 5:	Other Information	20

Item 6:	Exhibits and Reports on Form 8-K	20

SIGNATURE		21

[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)
	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,571,476		$	20,343
Certificates of deposit		248,915			246,565
Accounts receivable, net		754,074			576,021
Inventories		1,144,036			1,034,770
Other current assets		69,786			32,865
Total current assets		3,788,287			1,910,564

Properties, plants and equipment, net		12,669,593			12,395,645
Restricted cash for reclamation bonds		75,501			75,501
Other assets		552,826			509,281
Total assets	$	17,086,207		$	14,890,991

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,555,212		$	1,734,767
Due to factor		173,096			177,701
Accrued payroll, taxes and interest		190,982			124,937
Other accrued liabilities		68,378			50,745
Payables to related parties		86,011			15,549
Deferred revenue		92,138			110,138
Notes payable to bank		100,000			138,520
Long-term debt, current		184,235			126,984
Total current liabilities		3,450,052			2,479,341

Long-term debt, net of discount and current portion		727,006			1,002,215
Stock payable to directors for services		-			150,000
Asset retirement obligations and accrued reclamation costs		252,770			257,580
Total liabilities		4,429,828			3,889,136
Commitments and contingencies (Note 4, and 6)

Stockholders' equity:
Preferred stock $0.01 par value, 10,000,000 shares authorized:
Series A: -0- shares issued and outstanding		-			-
Series B: 750,000 shares issued and outstanding
(liquidation preference $892,500 at December 31, 2013)		7,500			7,500
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847 at December 31, 2013)		1,779			1,779
Series D: 1,751,005 shares issued and outstanding
(liquidation preference $4,796,731 at December 31, 2013)		17,509			17,509
Common stock, $0.01 par value, 90,000,000 shares authorized;
65,015,453 and 63,156,206 shares issued and outstanding, respectively		650,154			631,562
Additional paid-in capital		34,598,622			32,030,249
Notes receivable for stock sales		(150,000	)		-
Accumulated deficit		(22,469,185	)		(21,686,744	)
Total stockholders' equity		12,656,379			11,001,855
Total liabilities and stockholders' equity	$	17,086,207		$	14,890,991

The accompanying notes are an integral part of the consolidated financial statements.

United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)

	For the three months ended						For the six months ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013

REVENUES	$	2,270,143		$	2,954,677		$	5,222,457		$	5,921,452

COST OF REVENUES		2,409,000			2,956,589			5,413,854			5,985,498

GROSS LOSS		(138,857	)		(1,912	)		(191,397	)		(64,046	)

OPERATING EXPENSES:
General and administrative		244,726			237,002			452,223			461,520
Professional fees		27,084			27,068			118,322			129,053
Gain on sale of equipment		-			-			(5,450	)		-
TOTAL OPERATING EXPENSES		271,810			264,070			565,095			590,573

LOSS FROM OPERATIONS		(410,667	)		(265,982	)		(756,492	)		(654,619	)

OTHER INCOME (EXPENSE):
Interest income		31			128			2,789			3,217
Interest expense		(649	)		(35,540	)		(763	)		(37,001	)
Factoring expense		(12,987	)		(21,363	)		(27,976	)		(43,179	)
TOTAL OTHER INCOME (EXPENSE)		(13,605	)		(56,775	)		(25,950	)		(76,963	)

LOSS BEFORE INCOME TAXES		(424,272	)		(322,757	)		(782,442	)		(731,582	)

INCOME TAX (EXPENSE) BENEFIT		-			(229,451	)		-			(229,451	)

NET LOSS	$	(424,272	)	$	(552,208	)	$	(782,442	)	$	(961,033	)
Net loss per share of
common stock:
Basic	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average shares outstanding:
Basic		63,425,109			61,912,660			63,336,630			61,904,737
Diluted		63,425,109			61,912,660			63,336,630			61,904,737

The accompanying notes are an integral part of the consolidated financial statements.

United States Antimony Corporation and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	For the six months ended
	June 30, 2014			June 30, 2013
Cash Flows From Operating Activities:
Net loss	$	(782,442	)	$	(961,033	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense		372,819			367,334
Gain on sale of asset		(5,450	)		-
Accretion of asset retirement obligation		(4,810	)		4,020
Amortization of debt discount		22,876			34,759
Common stock issued to directors for services		-			2,628
Common stock issued for services		19,800			-
Deferred income tax expense		-			229,451
Change in operating assets and liabilities
Accounts receivable, net		(178,053	)		(64,536	)
Inventories		(109,266	)		313,758
Other current assets		(39,270	)		(45,998	)
Other assets		(33,545	)		(66,802	)
Accounts payable		820,445			116,933
Due to factor		(4,605	)		179,099
Accrued payroll, taxes and interest		66,045			11,189
Other accrued liabilities		17,634			(11,825	)
Deferred revenue		(18,000	)		30,000
Payables to related parties		20,462			(15,841	)
Net cash provided by operating activities		164,640			123,136

Cash Flows From Investing Activities:
Purchase of properties, plants and equipment		(632,278	)		(1,255,960	)
Net cash used by investing activities		(632,278	)		(1,255,960	)

Cash Flows From Financing Activities:
Proceeds from issuance of long term debt		130,000			-
Net proceeds from sale of common stock		1,937,165			680,192
Proceeds from related party, net		50,000			-
Principal paid notes payable to bank, net		(38,520	)		-
Principal payments on long-term debt		(59,874	)		(182,485	)
Net cash provided by financing activities		2,018,771			497,707

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,551,133			(635,117	)
Cash and cash equivalents at beginning of period		20,343			1,000,811
Cash and cash equivalents at end of period	$	1,571,476		$	365,694

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Noncash investing and financing activities:
Properties, plants and equipment acquired with long-term debt	$	19,040			-
Properties, plants and equipment acquired with accounts payable		-		$	378,560
Common stock issued for debt payment	$	330,000			-
Fair value of derivative liability		-		$	108,750
Equipment sold for note receivable	$	10,000			-
Common stock issued for notes receivable	$	150,000			-

The accompanying notes are an integral part of the consolidated financial statements.

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 and six month periods ended June 30, 2014, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014.

Reclassifications

Certain consolidated financial statement amounts for the three and six month periods ended June 30, 2013, have been reclassified to conform to the 2014 presentation. These reclassifications had no effect on the net income (loss) or accumulated deficit as previously reported.

Management estimates their effective tax rate at 0% for the current year.

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, 2013.

During the six months ended June 30, 2014 and 2013, the Company incurred interest expense of $53,326 and $46,416, respectively, of which $52,563, and $9,415, respectively, has been capitalized as part of the cost of construction projects in Mexico.

2. 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. Management has determined that the calculation of diluted earnings per share for the three and six month periods ended June 30, 2014 and June 30, 2013, is not applicable since any additions to outstanding shares related to common stock equivalents would be anti-dilutive.

As of June 30, 2014 and 2013, 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:

	June 30, 2014		June 30, 2013
Warrants		2,039,407		2,297,167
Convertible preferred stock		1,751,005		1,751,005
Total possible dilution		3,790,412		4,048,172

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

3. Inventories:

Inventories at June 30, 2014, and December 31, 2013, 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. Inventory at June 30, 2014 and December 31, 2013, is as follows:

	June 30, 2014		December 31, 2013
Antimony Metal	$	324,483	$	33,850
Antimony Oxide - finished		180,850		386,514
Antimony Oxide - Crude		103,288		148,737
Antimony Concentrate		33,545		93,190
Antimony Ore		371,812		106,519
Total antimony		1,013,978		768,810
Zeolite		130,058		265,960
	$	1,144,036	$	1,034,770

4. Accounts Receivable and Due to Factor:

The Company factors designated trade receivables pursuant to a factoring agreement with LSQ Funding Group L.C., an unrelated factor (the “Factor”). The agreement specifies that eligible trade receivables are factored with recourse. We submit selected trade receivables to the factor, and receive 83% of the face value of the receivable by wire transfer. The Factor withholds 15% as retainage, and 2% as a servicing fee. Upon payment by the customer, we receive the remainder of the amount due from the factor. The 2% servicing fee is recorded on the consolidated statement of operations in the period of sale to the factor. John Lawrence, CEO, is a personal guarantor of the amount due to Factor.

Trade receivables assigned to the Factor are carried at the original invoice amount less an estimate made for doubtful accounts. Under the terms of the recourse provision, the Company is required to reimburse the Factor, upon demand, for factored receivables that are not paid on time. Accordingly, these receivables are accounted for as a secured financing arrangement and not as a sale of financial assets. The allowance for doubtful accounts is based on management’s regular evaluation of individual customer’s receivables and consideration of a customer’s financial condition and credit history. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Interest is not charged on past due accounts.

We present the receivables, net of allowances, as current assets and we present the amount potentially due to the Factor as a secured financing in current liabilities

Accounts Receivable	June 30, 2014			December 31, 2013
Accounts receivable - non factored	$	585,009		$	402,351
Accounts receivable - factored with recourse		173,096			177,701
less allowance for doubtful accounts		(4,031	)		(4,031	)
Accounts receivable - net	$	754,074		$	576,021

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

5. Other Assets:

Guadalupe

On March 7, 2012 and on April 4, 2012 the Company entered into a supply agreement and a loan agreement, respectively, (“the Agreements”) with several individuals collectively referred to as ‘Grupo Roga’ or ‘Guadalupe.’ The individuals are the holders of mining concessions located in Mexico in which the Company is interested. The supply agreement specified that the Company would advance monies to Guadalupe for specific expenses, including repairs of road and payment of mining taxes. In addition, the Company agreed to purchase antimony ore mined at Guadalupe and pay for mining and trucking costs incurred with the condition that the ore maintain a grade of 3% or more of recoverable antimony. The advances are to be repaid by deducting 10% from the value of each antimony ore shipment. During 2012 and 2013, the recoverable grade of antimony was less than 3% and the amounts due the Company from Guadalupe increased as a result of recoverable antimony shortfalls.

The Agreements with Guadalupe granted the Company an option to purchase the concessions outright for $2,000,000. The Agreements also provide that in event of a breach of the terms by Guadalupe that the Company has a right to enter the property and take possession of the mining concessions. The advances are collateralized by a mortgage on the concessions. As of June 30, 2014 and December 31, 2013, the Company had cumulative loans and advances due from Guadalupe of $521,296, and $489,281, respectively, included in its other assets.

Soyatal

On August 5, 2013, the Company entered into a supply agreement with the owners of the Soyatal concessions similar to that of Guadalupe and notified the owners of Soyatal that it was exercising the option to purchase the Soyatal property. The option exercise agreement allowed the Company to apply all amounts previously due the Company (the “Purchase Price Credits”) by Soyatal of $420,411 to the purchase price consideration. At December 31, 2013, the Company had Purchase Price Credits of approximately $325,000 which can be used as payments on the note at the rate of $100,000 per year until gone. The Company is obligated to make payments of $200,000 annually through 2020, and a final payment of $100,000 is due in 2021. The debt payable for the Soyatal mine is non-interest bearing. The Company recorded the debt and the related Soyatal mine asset by determining the net present value of the contractual stream of payments due using a 6% discount rate. The resulting discount on the Soyatal debt is approximately $212,000 at December 31, 2013 and $189,171 at June 30, 2014. The discount is netted against the debt payable resulting in a discounted amount of $762,541, at December 31, 2013 and $785,417 at June 30, 2014. The discount is amortized to interest expense using the effective interest method over the life of the debt. During the six months ended June 30, 2014, the Company recorded $22,876 of amortization on the Soyatal debt discount. No payments were made on the debt during the first two quarters of 2014. The first payment of $200,000 is due January 1, 2015.

6. Commitments and Contingencies:

In 2005, AM signed an option agreement that gives AM the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for annual payments. Total payments will not exceed $1,430,344, reduced by taxes paid. During the six months ended June 30, 2014 and the year ended December 31, 2013, $100,000 and $130,434, respectively, was paid and capitalized as mineral rights in accordance with the Company’s accounting policies. At June 30, 2014, the following payments are scheduled $100,000 on December 15, 2014, $100,000 on June 15, 2015 and $192,000 on December 15, 2015.

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

6. Commitments and Contingencies, Continued:

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 $7,909 of liabilities in other accrued liabilities as of June 30, 2014 related to such assessments.

We are in the process of reviewing our Mexico income tax returns filed since 2009 to determine that they comply with the law for transfer pricing in Mexico, and to ensure that we are taking all of the deductions allowed. We have engaged a tax professional in Mexico to assist us. At this time, we do not have enough final data to determine if we have a liability for taxes to Mexico.

In June of 2013 the Company entered into a lease to mine antimony ore from concessions located in the Wadley Mining district in Mexico. The lease calls for a mandatory term of one year and requires payments of $34,800 per month. The lease is renewable each year with a 15 day notice to the lessor, and agreement of terms.

7. Notes Payable to Bank:

During 2012, the Company negotiated a new credit facility increasing the Company’s lines of credit by $202,000. As part of this agreement, the Company has pledged two $101,000 certificates of deposit as collateral. The increased loan facility allows us access to borrowings at an interest rate of 5.0% for the portion of the credit line used. At June 30, 2014, we had drawn $100,000 which was reported as notes payable to bank.

At June 30, 2014 and December 31, 2013, the Company had the following notes payable to the bank:

	June 30,		December 31,
	2014		2013

Promissory note payable to First Security Bank of Missoula, bearing interest at 5.0%, maturing February 27, 2016, payable on demand, collateralized by a lien on Certificate of Deposit number 48614	$	1	$	70,952

Promissory note payable to First Security Bank of Missoula, bearing interest at 5.0%, maturing February 27, 2016, payable on demand, collateralized by a lien on Certificate of Deposit number 48615		99,999		67,568

Total notes payable to bank	$	100,000	$	138,520

These notes are personally guaranteed by John C. Lawrence the Company’s President and Chairman of the Board of Directors.

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

8. Long – Term Debt:

Long-Term debt at June 30, 2014 and December 31, 2013, is as follows:	June 30,			December 31,
	2014			2013
Note payable to BMT Leasing, bearing interest
at 13.38%; payable in monthly installments of $908; maturing
December 2015; collateralized by equipment.	$	13,845		$	-
Note payable to Thermo Fisher Financial Co., bearing interest
at 8.54%; payable in monthly installments of $2,792; maturing
December 2013; collateralized by equipment.		-			5,583
Note payable to Stearns Bank, bearing interest
at 6.9%; payable in monthly installments of $3,555; maturing
December 2014; collateralized by equipment.		24,328			41,117
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.		23,598			34,861
Note payable to Catepillar Financial, bearing interest at 5.95%;
payable in monthly installments of $827; maturing September 2015;
collateralized by equipment.		12,689			16,440
Note payable toDe Lage Landen Financial Services,
bearing interest at 5.30%; payable in monthly installments of $549;
maturing March 2016; collateralized by equipment.		11,607			13,945
Note payable to Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000; maturing
March 2015; collateralized by equipment.		31,808			33,808
Note payable to De Lage Landen Financial Services,
bearing interest at 5.12%; payable in monthly installments of $697;
maturing December 2014; collateralized by equipment.		5,543			8,797
Note payable to Catepillar Financial, bearing interest
at 6.15%; payable in monthly installments of $766; maturing
August 2014; collateralized by equipment.		2,265			5,921
Note payable to De Lage Landen Financial Services,
bearing interest at 5.28%; payable in monthly installments of $709;
maturing June 2014; collateralized by equipment.		141			4,186
Obligation payable for Soyatal Mine, non-interest bearing,
annual payments of $200,000 through 2019, net of discount of $189,172		785,417			762,541
Note payable to Robert Detwiler, a shareholder, bearing interest at 10.0%,
due January 2, 2015; collateralized by equipment.		-			82,000
Note payable to Betsy Detwiler, a shareholder, bearing interest at 10.0%,
due January 2, 2015; monthly payments of $1,000;
collateralized by equipment.		-			120,000
		911,241			1,129,199
Less current portion		(184,235	)		(126,984	)
Long-term portion	$	727,006		$	1,002,215

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

8. Long – Term Debt, Continued:

At June 30, 2014, principal payments on debt are due as follows:

Due by June 30,
2015	$	184,235
2016		76,214
2017		60,952
2018		139,199
2019		172,962
2020		183,339
2021		94,340
	$	911,241

9. Concentrations of Risk:

Sales to Three	For the three Months Ended						For the Six Months Ended
Largest Customers	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Alpha Gary Corporation	$	660,251		$	1,063,716		$	1,803,101		$	2,042,206
General Electric		-			195,300			-			390,600
Kohler Corporation		376,677			712,485			1,155,443			1,572,430
Agranco		-			-			250,919			-
Ampacet Corporation		196,784			-			-			-
	$	1,233,712		$	1,971,501		$	3,209,463		$	4,005,236
% of Total Revenues		54.20	%		66.70	%		61.40	%		67.60	%

Three Largest
Accounts Receivable	June 30, 2014			December 31, 2013
Kohler Corporation	$	188,242		$	202,019
Alpha Gary Corporation		165,062			42,778
Teck American, Inc.		132,815			88,329
	$	486,119		$	333,126
% of Total Receivables		64.50	%		57.80	%

10. Related Party Transactions:

During the first three and six months ended June 30, 2014 and 2013, the Chairman of the audit committee and compensation committee received $9,000 and $18,000, respectively, for services performed.

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

10. Related Party Transactions, Continued:

During the three and six months ended June 30, 2014 and 2013, the Company paid $1,704 and $3,296 in 2014, respectively, and $23,085 and $37,945 in 2013, respectively, to John Lawrence, President and Chief Executive Officer, as reimbursement for equipment used by the Company. Additionally during the quarter ended June 30, 2014, Mr. Lawrence loaned the Company $63,500 for operating expenses and was paid back $13,500 at June 30, 2014. The loan was non-interest bearing and unsecured and was paid in full during July of 2014.

During the three and six months ended June 30, 2014 and 2013, the Company paid royalty expenses, based on sales of zeolite, of $10,541 and $21,044, in 2014, respectively, and $18,909 and $29,878 in 2013, respectively, to a company controlled by the estate of Al Dugan, formerly a significant stockholder and the father of a former director.

11. Income Taxes:

The Company had recognized a deferred tax asset of $229,451 as of December 31, 2012. During the year ended December 31, 2013, the Company recognized a valuation allowance equal to 100% of the net deferred tax asset, as management of the Company cannot determine that it is more likely than not the Company will realize the benefit of the net deferred tax asset. The net effect is that the deferred tax asset as of December 31, 2013, and any deferred tax assets that may have been incurred since then, are fully reserved for at June 30, 2014.

12. Stockholder’s Equity:

Issuance of Common Stock for Cash

During the six months ended June 30, 2014, the Company sold an aggregate of 1,217,571 shares of its common stock pursuant to a Form S-3 registration statement for $1.40 per share. The sales resulted in $1,698,166 of net proceeds to the Company.

Issuance of Common Stock for Notes Payable

In the fourth quarter of 2013, the Company borrowed $150,000 from Mr. and Mrs. Robert Detwiler, stockholders of the Company. Prior to the end of 2013, the Detwiler’s converted their notes into 120,000 shares common stock and 60,000 stock purchase warrants. The terms of the conversion were identical to those offered other investors that purchased common stock and warrants near the time of the conversion and no gain or loss on the conversion resulted. During the three months ended June 30, 2014, the Company issued 235,717 shares of its commons stock to Mr. and Mrs. Robert Detwiler and two other shareholders in satisfaction of $330,000 of additional debt that the Detwiler’s and two other shareholders had loaned the Company. Again, the terms of the share payment were identical to those offered other investors that purchased common stock during the second quarter offering.

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

12. Stockholder’s Equity, Continued:

Warrant Exercise

During the quarter ended June 30, 2014, the Company issued an aggregate of 310,625 shares of its common stock to existing shareholders of the Company for their exercise of stock purchase warrants. Of the shares issued, 182,500 generated cash proceeds of $239,000; 3,125 shares were issued in connection with a cashless exercise of warrants; and 125,000 shares were issued in connection with the receipt of notes receivable promising to pay $150,000 to the Company.

Issuance of Common Stock for Services

Directors

On December 27, 2013, the Company declared, but did not issue shares of unregistered common stock to be paid to its directors for services during 2013, having a fair value of $150,000, based on the current stock price at the date declared. During the quarter ended June 30, 2014 the Company issued 83,334 shares in satisfaction of the obligation.

Consultants

During the quarter ended June 30, 2014, the Company issued 12,000 shares to Herbert Denton for investor relations services provided. The shares estimated value at the time of issue was $19,800.

Common Stock Warrants

The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and employees of the Company.

Transactions in common stock warrants are as follows:

	Number of Warrants			Exercise Prices
Balance, December 31, 2011		600,000		$	.30 - $.60
Warrants issued		1,734,667		$	2.50 - $4.50
Warrants exercised		(250,000	)	$	.30 - $2.50
Warrants expired		(150,000	)	$	.30 - $.40
Balance, December 31, 2012		1,934,667		$	.25 - $4.50
Warrants issued		629,740		$	1.20-$1.60
Warrants exercised		(25,000	)	$	1.20
Warrants expired		(50,000	)	$	4.50
Balance, December 31, 2013		2,489,407		$	0.25 - $4.50
Warrants exercised		(320,000	)	$	1.20-$1.60
Warrants expired		(130,000	)
Balance, June 30, 2014		2,039,407		$	0.25 - $4.50

The above common stock warrants expire as follows:
Year ended December 31:
2014		1,387,490
2015		401,917
Thereafter		250,000
		2,039,407

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

13. Business Segments:

The Company is currently organized and managed by three segments, which represent our operating units: United States antimony operations, Mexican antimony operations and United States zeolite operations. The Company’s Other operating costs include, general and administrative expenses, freight and delivery, and other non-production related costs. Other income and expense consists primarily of interest income and expense and factoring expense.

The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to an intermediate stage, which is then shipped to the United States operation for finishing and sales at the Thompson Falls, Montana plant. 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.

Segment disclosure regarding sales to major customers is located in Notes 9.

	As of June 30, 2014		As of December 31, 2013
Properties, plants and equipment, net:
Antimony
United States	$	1,961,933	$	1,928,442
Mexico		9,092,649		8,792,410
Subtotal Antimony		11,054,582		10,720,852
Zeolite		1,615,011		1,674,793
	$	12,669,593	$	12,395,645

Total Assets:
Antimony
United States	$	5,000,131	$	3,017,768
Mexico		10,107,435		9,668,997
Subtotal Antimony		15,107,566		12,686,765
Zeolite		1,978,641		2,204,225
	$	17,086,207	$	14,890,990

	For the three months ended				For the six months ended
	June 30, 2014		June 30, 2013		June 30, 2014		June 30, 2013
Capital expenditures:
Antimony
United States	$	15,352	$	15,404	$	73,893	$	65,186
Mexico		299,414		1,074,269		527,003		1,463,322
Subtotal Antimony		314,766		1,089,673		600,896		1,528,508
Zeolite		21,364		72,221		50,422		106,012
Total	$	336,130	$	1,161,894	$	651,318	$	1,634,520

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

13. Business Segments, Continued:

Segment Operations for the	Antimony			Antimony			Bear River
Six Months ended June 30, 2014	USAC			Mexico			Zeolite		Totals
Total revenues	$	4,068,114		$	-		$	1,154,343	$	5,222,457

Production costs		2,514,217			1,683,987			840,410		5,038,614
Depreciation and amortization		31,750			230,865			110,204		372,819
Other operating costs		529,626			39,140			32,939		601,705
Total operating expenses		3,075,593			1,953,992			983,553		6,013,138

Income (loss) from operations		992,521			(1,953,992	)		170,790		(790,681	)

Other income (expense):		1,614			5,450			1,175		8,239

Income (loss) before income taxes		994,135			(1,948,542	)		171,965		(782,442	)

Income tax provision		-			-			-		-

NET INCOME (LOSS)	$	994,135		$	(1,948,542	)	$	171,965	$	(782,442	)

Segment Operations for the	Antimony			Antimony			Bear River
Six Months ended June 30, 2013	USAC			Mexico			Zeolite		Totals
Total revenues	$	4,823,060		$	6,000		$	1,092,391	$	5,921,451

Production costs		2,851,554			1,910,089			852,502	$	5,614,145
Depreciation and amortization		30,601			232,069			108,685	$	371,355
Other operating costs		549,763			96,817			24,170	$	670,750
Total operating expenses		3,431,918			2,238,975			985,357		6,656,250

Income (loss) from operations		1,391,142			(2,232,975	)		107,034		(734,799	)

Other income (expense):		2,055						1,162

Income (loss) before income taxes		1,393,197			(2,232,975	)		108,196		(731,582	)

Income tax provision		(229,451	)		-			-		(229,451	)

NET INCOME (LOSS)	$	1,163,746		$	(2,232,975	)	$	108,196	$	(961,033	)

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

13. Business Segments, Continued:

Segment Operations for the	Antimony			Antimony			Bear River
Three Months ended June 30, 2014	USAC			Mexico			Zeolite		Totals
Total revenues	$	1,774,249					$	495,894	$	2,270,143

Production costs		956,644			904,029			360,560		2,221,233
Depreciation and amortization		15,585			116,879			55,302		187,766
Other operating costs		251,805			17,082			16,560		285,447
Total operating expenses		1,224,034			1,037,990			432,422		2,694,446

Income (loss) from operations		550,215			(1,037,990	)		63,472		(424,303	)

Other income (expense):		31			-			-		31

Income (loss) before income taxes		550,246			(1,037,990	)		63,472		(424,272	)

Income tax provision		-			-			-		-

NET INCOME (LOSS)	$	550,246		$	(1,037,990	)	$	63,472	$	(424,272	)

Segment Operations for the	Antimony			Antimony			Bear River
Three Months ended June 30, 2013	USAC			Mexico			Zeolite		Totals
Total revenues	$	2,408,837		$	3,000		$	542,840	$	2,954,677

Production costs		1,331,080			1,001,454			436,628		2,769,162
Depreciation and amortization		15,307			117,185			54,935		187,427
Other operating costs		243,381			66,068			11,524		320,973
Total operating expenses		1,589,768			1,184,707			503,087		3,277,562

Income (loss) from operations		819,069			(1,181,707	)		39,753		(322,885	)

Other income (expense):		128								128

Income (loss) before income taxes		819,197			(1,181,707	)		39,753		(322,757	)

Income tax provision		(229,451	)		-			-		(229,451	)

NET INCOME (LOSS)	$	589,746		$	(1,181,707	)	$	39,753	$	(552,208	)

PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition

General

This report contains both historical and prospective statements concerning the Company and its operations. Prospective statements (known as "forward-looking statements") may or may not prove true with the passage of time because of future risks and uncertainties. The Company cannot predict what factors might cause actual results to differ materially from those indicated by prospective statements.

Precious Metals Sales
				Six Months
Silver/Gold	2011	2012	2013	2014
Ounces Gold Shipped (Au)	161.71	102.32	61.52	40.07
Ounces Silver Shipped (Ag)	17,472.99	20,237.70	23,095.70	18,430.22
Total Revenues	$667,813	$647,554	$369,706	$288,346


Precious Metals Sales by Year	Montana Source Silver OZ	Montana Source Gold OZ	Mexico Source Silver OZ	Mexico Source Gold OZ
2008	8,640.70	37.67
2009	6,870.10	31.80
2010	31,545.22	101.13
2011	17,472.99	161.71
2012	20,237.70	102.32
2013	22,042.46	59.74	1,053.24	1.78
2014 Qtr 1	8,209.02	16.42	1,304.80	4.86
2014 Qtr 2	7,122.22	16.06	1,794.18	2.73

PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

Results of Operations by Division:

For the three and six month periods ended June 30, 2014 and 2013

Results of Operations by Division

Antimony - Combined USA	2nd Qtr			2nd Qtr			Six Months			Six Months
and Mexico	2014			2013			2014			2013
Lbs of Antimony Metal USA		235,382			231,805			524,674			492,227
Lbs of Antimony Metal Mexico:		96,724			201,463			248,650			349,394
Total Lbs of Antimony Metal Sold		332,106			433,268			773,324			841,621
Sales Price/Lb Metal	$	4.94		$	5.32		$	4.89		$	5.48
Net income (loss)/Lb Metal	$	(1.47	)	$	(1.37	)	$	(1.23	)	$	(1.27	)

Gross antimony revenue - net of discount	$	1,642,004		$	2,303,012		$	3,779,768		$	4,608,241
Precious metals revenue		132,245			108,825			288,346			220,820
Production costs - USA		(819,955	)		(1,178,626	)		(2,247,372	)		(2,552,412	)
Product cost - MX (Transfer pricing basis)		(432,356	)		(908,598	)		(1,100,062	)		(1,575,767	)
Direct sales and freight		(60,322	)		(75,294	)		(137,094	)		(147,440	)
General and administrative - operating		(76,367	)		(170,146	)		(180,581	)		(285,403	)
Mexico excess production costs		(471,673	)		(9,030	)		(533,096	)		(209,780	)
General and administrative - non-operating		(268,870	)		(268,866	)		(566,329	)		(604,695	)
Net interest and gain on sale of asset		14			(35,315	)		7,048			(34,694	)
EBITDA		(355,280	)		(234,038	)		(689,372	)		(581,130	)
Income tax					(229,451	)					(229,451	)
Depreciation & amortization		(132,464	)		(128,471	)		(265,035	)		(258,649	)
Net income (loss) - antimony	$	(487,744	)	$	(591,960	)	$	(954,407	)	$	(1,069,230	)

Zeolite
Tons sold		2,415			2,758			5,765			5,291
Sales Price/Ton	$	205.34		$	196.82		$	200.23		$	206.46
Net income (Loss)/Ton	$	26.28		$	14.41		$	29.83		$	20.45

Gross zeolite revenue	$	495,894		$	542,840		$	1,154,343		$	1,092,391
Production costs		(258,942	)		(352,641	)		(631,123	)		(662,689	)
Direct sales and freight		(46,485	)		(37,438	)		(84,656	)		(83,696	)
Royalties		(55,133	)		(46,549	)		(124,631	)		(106,116	)
General and administrative		(15,929	)		(11,425	)		(32,193	)		(23,917	)
Net interest		(631	)		(98	)		429			909
EBITDA		118,774			94,689			282,169			216,882
Depreciation		(55,302	)		(54,935	)		(110,204	)		(108,685	)
Net income (loss) - zeolite	$	63,472		$	39,754		$	171,965		$	108,197

Company-wide
Gross revenue	$	2,270,143		$	2,954,677		$	5,222,457		$	5,921,452
Production costs		(1,511,253	)		(2,439,865	)		(3,978,557	)		(4,790,868	)
Other operating costs		(725,909	)		(349,884	)		(1,092,251	)		(856,352	)
General and administrative - non-operating		(268,870	)		(268,866	)		(566,329	)		(604,695	)
Net interest and gain on sale of asset		(617	)		(35,413	)		7,477			(33,785	)
EBITDA		(236,506	)		(139,351	)		(407,203	)		(364,248	)
Income tax benefit (expense)					(229,451	)					(229,451	)
Depreciation & amortization		(187,766	)		(183,406	)		(375,239	)		(367,334	)
Net income (loss)	$	(424,272	)	$	(552,208	)	$	(782,442	)	$	(961,033	)

PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

For the second quarter of 2014, we incurred a loss of $424,272 compared to a loss of $552,208 during the same quarter of 2013. For the six months ended June 30, 2014, we incurred a loss of $782,442 compared to a loss of $961,033 during the same period of 2013. The depreciation and amortization for the quarter and six months ended June 30, 2014, was $187,766 and $372,819, respectively. The losses in 2014 were primarily due to a decrease in the amount of antimony sold and a decrease in the market price for antimony. The 2014 losses include excess production costs incurred in Mexico of $471,673 for the quarter, and $533,096 for the six months, ended June 30, 2014. The excess production costs are the result of the Los Juarez property not being in production, metallurgical work on Los Juarez concentrates, the Soyatal mine being shut down, the Puerto Blanco mill only running at 20% capacity, and the Wadley mill not producing. Without the Mexican excess production costs, our production cost is $4.35 per pound of antimony contained, and our average sales price for the second quarter of 2014 was $4.94, leaving us a margin of $.59 per pound without the excess production costs. The amount of antimony available for sale from Mexico declined due to shipping problems where we could not get trucks to transport our raw material to Montana. We now have a dedicated truck to solve this problem. During the month of April, we received limited raw material from our North American supplier. In addition, the price of antimony metal declined from $5.32 during the second quarter of 2013 to $4.94 in the second quarter of 2014, a decrease of $.38 per lb (7%). Our precious metals revenue in the first quarter of 2014 was equivalent to $.40 per pound of antimony sold. The amount of metal produced in Mexico was approximately 168,000 lbs for the second quarter of 2014 compared to approximately 201,000 pounds produced for the same quarter of 2013, a decrease of 16.4%. The production from Mexico for the quarter and six months would have been greater except that we were processing test batches of ore from Los Juarez to determine the precious metals recovery. Antimony oxide prices have now fallen from a high of $8.11 per lb in 2011, to $3.82 per lb in June of 2014. The cost of production in the USA was down by approximately $358,000 from the same quarter in the prior year, primarily due to the decrease in the amount of product produced and sold. We now have approximately two months of smelter feed stockpiled, and we are increasing our furnace capacity at our Madero smelter by 50% to catch up with our increased raw material production. Our smelter production at Mexico is on track to be the best quarter ever. We have approximately 192,000 pounds of antimony at or in transit to the U.S. and Mexican smelters. We have an estimated 90,000 pounds of antimony at our Wadley mine. We estimate that this will result in gross revenue of approximately $1,390,000 to us when processed. Our efforts in Mexico are resulting in increased product that will be shipped to our Montana plant. We expect to have increased revenue from precious metals from our Mexico division.

We contracted in July, 2012, to install a natural gas pipeline for our Mexico smelter operation that we now expect to cost $1.8MM in total. Our fuel costs are our largest expense in Mexico, and we are expecting the switch from propane to natural gas to decrease our Mexico fuel costs by 75% when the pipeline is complete. With natural gas, the average production cost for the Mexico smelter would be $3.50 per pound instead of $4.37. This would reduce the combined costs for both smelters from $4.35 to $4.01per pound, and increase the gross margin from 13% to 23%. The pipeline is substantially completed, and hookup by PEMEX should be finalized sometime in August of 2014.

PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

Zeolite sales for the quarter ending June 30, 2014, decreased by approximately $47,000 compared to the same period in 2013. The second quarter of 2014 realized a net profit of approximately $63,000 compared to a net profit of approximately $40,000 for the first quarter of 2013, an increase of 58%. The sales price increased by approximately $9 per ton from the same period of the prior year. There was a decrease in the tons of zeolite sold of approximately 340 tons for the quarter ended June 30, 2014, over the comparable period for 2013, a decrease of 12%. The BRZ profit for the six months ended June 30, 2014, was $171,965 compared to $108,197 for the same period in the prior year, an increase of 59%. The depreciation for the quarter and six months ended June 30, 2014, was approximately $55,000 and $110,000, respectively. BRZ is providing approximately $500,000 cash flow annually to the consolidated company. We have installed new equipment at BRZ to produce a water filtration product that could represent a major market, and we continue to have interest from customers in our Bear River Zeolite products.

Our general and administrative costs were little changed for the three months and six months ended June 30, 2014, compared to the same periods for the prior year. Management is seeking ways to bring these costs down.

Financial Condition and Liquidity
	June 30, 2014			December 31, 2013
Current Assets	$	3,788,287		$	1,910,564
Current liabilities		(3,450,052	)		(2,479,341	)
Net Working Capital	$	338,235		$	(568,777	)

Cash provided (used) by operations	$	164,640		$	234,820
Cash used for capital outlay and investment		(632,278	)		(2,733,762	)
Cash provided (used) by financing:
Proceeds (payments) notes payable to bank		(38,520	)		138,520
Proceeds from related party		50,000
Principal paid on long-term debt		(59,874	)		(273,405	)
Proceeds from long-term debt		130,000			352,000
Sale of Stock		1,937,165			1,147,194
Other		0			154,165
Net change in cash	$	1,551,133		$	(980,468	)

Our net working capital increased by approximately $907,000 from December 31, 2013. Our cash increased by approximately $1,551,000 during the same period. The increase in our net working capital was primarily due to approximately $1,937,000 cash from the sale of stock, $180,000 borrowing, and approximately $210,000 of current debt paid with stock. Decreases to working capital were from approximately $632,000 of capital expenditures, a $690,000 EBITDA loss, and $98,000 cash paid on debt. We have estimated commitments for construction and improvements, primarily for furnaces and installation of the 500 ton per day mill, of approximately $550,000 over the next twelve months. We believe that with our current cash balance, along with the future cash flow from operations, we have adequate liquid assets to meet these commitments and service our debt for the next twelve months. We have lines of credit of $202,000 which have been drawn down by $100,000 at June 30, 2014.

ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

We sell our antimony products based on a world market price, and we buy a majority of our raw material based on the same market prices. Analysis of our costs indicate that, for the quarter ended June 30, 2014, raw materials were approximately 50% of our cost of goods sold. Most of our production costs are fixed in nature, and could not be decreased readily without decreasing our production. During the quarter and six months ending June 30, 2014, a $2 per pound decrease in our sales price would have likely caused our gross profit to decrease $1 per pound.

PART I - FINANCIAL INFORMATION, CONTINUED:

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 chief financial officer conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules

13a-15(e) and 15d-15(e)) as of June 30, 2014. 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 June 30, 2014. These material weaknesses are as follows:

●	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 our year-end audit, our independent registered accountants discovered material misstatements in our financial statements that required audit adjustments.

MANAGEMENT'S REMEDIATION INITIATIVES

We are aware of these material weaknesses and have procedures to ensure that independent review of material transactions is performed. We have internal control measures to mitigate the lack of segregation of duties as follows:

●	The CFO reviews all bank reconciliations

●	The CFO reviews all material transactions for capital expenditures

●	The CFO reviews all period ending entries for preparation of financial statements, including the calculation of inventory, depreciation, and amortization

●	The CFO review all material entries for compliance with generally accepted accounting principles prior to the annual audit and 10Q filings

●	The Company has a formal capitalization policy

●	In addition, we 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 for the quarter ended June 30, 2014.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

PART II - OTHER INFORMATION, CONTINUED:

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuance of Common Stock for Cash

During the six months ended June 30, 2014, shareholders exercised their rights to convert warrants into 447,625 shares common stock for $562,800. An adjustment to accrued offering costs for $5,716 was made for the six months ended June 30, 2014.

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

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. Lawrence	Date:	August 11, 2014
John C. Lawrence, Director and President
(Principal Executive)

By: /s/ Daniel L. Parks	Date:	August 11, 2014
Daniel L. Parks, Chief Financial Officer


By: /s/ Alicia Hill	Date:	August 11, 2014
Alicia Hill, Controller