UNITED STATES ANTIMONY CORP - Quarter Report: 2017 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark
One)
☑
QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended September 30, 2017
☐
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
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81-0305822
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(State
or other jurisdiction of incorporation or
organization)
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|
(I.R.S.
Employer Identification No.)
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P.O. Box 643, Thompson Falls, Montana
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59873
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(Address of
principal executive offices)
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(Zip
code)
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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 ☑
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 shell company as defined
by Rule 12b-2 of the Exchange Act. YES ☐
No ☑
At
November 14, 2017, the registrant had outstanding 67,488,153 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 ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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|
Smaller reporting
company ☑
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|
|
|
|
(Do not check if a
smaller reporting company)
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UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED SEPTEMBER 30, 2017
(UNAUDITED)
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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1-12
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Item
2: Management’s Discussion and Analysis of Results of
Operations and Financial
Condition
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12-17
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Item
3: Quantitative and Qualitative Disclosure about Market
Risk
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17
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Item
4: Controls and Procedures
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18
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PART II – OTHER INFORMATION
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Item
1: Legal Proceedings
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19
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Item 2: Unregistered Sales of Equity Securities and Use of
Proceeds
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19
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Item
3: Defaults upon Senior Securities
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19
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Item
4: Mine Safety Disclosures
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19
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Item
5: Other Information
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19
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Item
6: Exhibits and Reports on Form 8-K
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19
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SIGNATURE
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20
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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
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(Unaudited)
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ASSETS
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September 30,
2017
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December 31,
2016
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Current
assets:
|
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Cash
and cash equivalents
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$27,576
|
$10,057
|
Certificates
of deposit
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252,298
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251,641
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Accounts
receivable, net
|
496,397
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552,119
|
Inventories
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939,880
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855,637
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Other
current assets
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23,890
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23,101
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Total
current assets
|
1,740,041
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1,692,555
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|
|
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Properties,
plants and equipment, net
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15,338,206
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15,695,966
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Restricted
cash for reclamation bonds
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63,275
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63,274
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Foreign
value added tax refund receivable
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365,120
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276,500
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Other
assets
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32,520
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37,703
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Total
assets
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$17,539,162
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$17,765,998
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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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$48,408
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$35,682
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Accounts
payable
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2,199,458
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1,797,251
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Due
to factor
|
163,737
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150,399
|
Accrued
payroll, taxes and interest
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162,833
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213,695
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Other
accrued liabilities
|
153,273
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122,968
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Payables
to related parties
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16,322
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14,525
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Deferred
revenue
|
78,730
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78,730
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Notes
payable to bank
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103,026
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167,317
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Income
taxes payable (Note 11)
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459,510
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410,510
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Long-term
debt, current portion, net of discount
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495,134
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391,046
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Total
current liabilities
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3,880,431
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3,382,123
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Long-term
debt, net of discount and current portion
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1,282,981
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1,472,869
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Hillgrove
advances payable (Note 8)
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1,134,196
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1,134,221
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Common
stock payable to directors for services
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131,250
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168,750
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Asset
retirement obligations and accrued reclamation costs
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270,124
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265,782
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Total
liabilities
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6,698,982
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6,423,745
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Commitments
and contingencies (Note 5 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 $909,375 and $907,500
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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)
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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 $5,014,692 and $4,920,178
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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, 90,000,000 shares authorized;
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67,488,153
and 67,066,278 shares issued and outstanding,
respectively
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674,881
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670,662
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Additional
paid-in capital
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36,239,264
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36,074,733
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Accumulated
deficit
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(26,100,753)
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(25,429,930)
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Total
stockholders' equity
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10,840,180
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11,342,253
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Total
liabilities and stockholders' equity
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$17,539,162
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$17,765,998
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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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For the nine months ended
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||
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September 30,
2017
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September 30,
2016
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September 30,
2017
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September 30,
2016
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REVENUES
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$2,369,714
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$2,846,699
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$7,827,525
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$9,166,628
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COST OF REVENUES
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2,315,646
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2,888,660
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7,381,020
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8,811,663
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GROSS PROFIT (LOSS)
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54,068
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(41,961)
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446,505
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354,965
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OPERATING
EXPENSES:
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General and administrative
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228,185
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309,832
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762,745
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850,255
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Professional fees
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53,045
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29,004
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190,965
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252,469
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Hillgrove advance - earned credit (Note 8)
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-
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(32,813)
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-
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(109,392)
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TOTAL
OPERATING EXPENSES
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281,230
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306,023
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953,710
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993,332
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INCOME
(LOSS) FROM OPERATIONS
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(227,162)
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(347,984)
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(507,205)
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(638,367)
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OTHER
INCOME (EXPENSE):
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Interest
income
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19
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19
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857
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1,421
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Interest
expense
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(25,960)
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(28,343)
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(80,764)
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(57,203)
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Foreign
exchange gain (loss)
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2,642
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-
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(49,000)
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-
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Factoring
expense
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(12,104)
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(9,259)
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(34,711)
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(24,694)
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TOTAL
OTHER INCOME (EXPENSE)
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(35,403)
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(37,583)
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(163,618)
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(80,476)
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INCOME
(LOSS) BEFORE INCOME TAXES
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(262,565)
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(385,567)
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(670,823)
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(718,843)
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Provision
for income tax (Note 12)
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-
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(411,490)
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-
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(423,490)
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NET INCOME (LOSS)
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(262,565)
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(797,057)
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(670,823)
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(1,142,333)
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Preferred dividends
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(12,162)
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(12,162)
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(36,487)
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(36,487)
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Net income (loss) available to common stockholders
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$(274,727)
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$(809,219)
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$(707,310)
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$(1,178,820)
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Net
income (loss) per share of common stock:
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Basic
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NIL
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$(0.01)
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$(0.01)
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$(0.02)
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Diluted
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NIL
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$(0.01)
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$(0.01)
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$(0.02)
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Weighted
average shares outstanding:
|
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Basic
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67,488,153
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66,866,278
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67,387,337
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66,687,981
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Diluted
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67,488,153
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66,866,278
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67,387,337
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66,687,981
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The accompanying notes are an integral part of the consolidated
financial statements.
2
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
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For the nine months ended
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September 30,
2017
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September 30,
2016
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Cash
Flows From Operating Activities:
|
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Net
income (loss)
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$(670,823)
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$(1,142,333)
|
Adjustments
to reconcile net income (loss) to net cash
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provided
(used) by operating activities:
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Depreciation
and amortization expense
|
637,225
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652,375
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Hillgrove
deferred revenue
|
-
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(109,392)
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Amortization
of loan discount
|
70,242
|
73,058
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Accretion
of asset retirement obligation
|
4,342
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4,091
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Common
stock payable for director fees
|
131,250
|
112,500
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Foreign
exchange loss
|
49,000
|
-
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Other
non-cash items
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(682)
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Change
in:
|
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Accounts
receivable, net
|
55,722
|
(97,444)
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Inventories
|
(84,243)
|
356,120
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Other
current assets
|
(790)
|
70,774
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Other
assets
|
(83,437)
|
(14,990)
|
Accounts
payable
|
402,207
|
26,728
|
Accrued
payroll, taxes and interest
|
(50,862)
|
4,016
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Other
accrued liabilities
|
30,305
|
42,889
|
Foreign
income tax payable
|
-
|
423,490
|
Payables
to related parties
|
1,797
|
10,280
|
Net
cash provided by operating activities
|
491,253
|
412,162
|
|
|
|
Cash
Flows From Investing Activities:
|
|
|
Purchase
of properties, plants and equipment
|
(279,465)
|
(459,969)
|
Net
cash used by investing activities
|
(279,465)
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(459,969)
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|
Cash
Flows From Financing Activities:
|
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Net proceeds from (payments to) factor
|
13,338
|
119,111
|
Checks issued and payable
|
12,726
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-
|
Principal
payments on notes payable to bank (see Note 7)
|
(64,291)
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(30,672)
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Principal
payments on long-term debt
|
(156,042)
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(130,857)
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Net
cash provided (used) by financing activities
|
(194,269)
|
(42,418)
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|
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NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
17,519
|
(90,225)
|
Cash
and cash equivalents at beginning of period
|
10,057
|
133,543
|
Cash
and cash equivalents at end of period
|
$27,576
|
$43,318
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
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Noncash
investing and financing activities:
|
|
|
Properties,
plants and equipment acquired with long-term debt
|
|
$41,648
|
Common
stock payable issued to directors
|
$168,750
|
$137,500
|
The accompanying notes are an integral part of the consolidated
financial statements.
3
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
1. Basis
of Presentation:
The
unaudited consolidated financial statements have been prepared by
the Company in accordance with accounting principles generally
accepted in the United States of America for interim financial
information, as well as the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of the
Company’s management, all adjustments (consisting of only
normal recurring accruals) considered necessary for a fair
presentation of the interim financial statements have been
included. Operating results for the three and nine month periods
ended September 30, 2017 are not necessarily indicative of the
results that may be expected for the full year ending December 31,
2017.
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, 2016.
Certain
consolidated financial statement amounts for the three and nine
month periods ended September 30, 2016, have been reclassified to
conform to the 2017 presentation. These reclassifications had no
effect on the net income (loss) or cash flows or accumulated
deficit as previously reported.
Going Concern Consideration
At
September 30, 2017, our financial statements show that we have a
negative working capital of approximately $2.14 million and an
accumulated deficit of approximately $26.1 million. In addition, we
have incurred losses for the prior three years. These factors
indicate that there may be doubt regarding our ability to continue
as a going concern for the next twelve months.
During
the past twelve months, the price of antimony has increased from a
low of $3.07 per pound for the third quarter of 2016 to an average
price of $4.25 for the third quarter of 2017. We have gross profit
and a positive cash flow from our U.S. operations at this price.
Our operations in Mexico are still in a transitional phase since
the loss of our raw material supply from Hillgrove of Australia. We
are focusing our production at our Wadley mine to increase grade
and output, and we have recently seen ore from there assaying 50%
antimony. We are also trying new production techniques, and have
found that we can process direct shipping ore successfully at our
Madero smelter which will result in a reduction in our operating
costs in Mexico going forward.
We have
reduced costs at our Mexico locations, most notably a reduced
monthly lease payment of $11,600 for the Wadley mine from $23,200
for June 2016, and we have also reduced the cost for labor at the
same mine. We have reduced administrative costs by approximately
$81,000 from the prior year third quarter at the corporate level.
Our capital outlay should be minimal in the near future; and we
completed paying for the Los Juarez mining concessions in 2016
which were a major outlay in prior years.
Our
zeolite operations continue to operate profitably and provide cash
to our operations. We are aggressively seeking new markets for our
zeolite products, and we now have an outside sales staff that is
working to obtain new customers and have had some
success.
We
believe that the combination of the above will enable us to stay in
operation and meet our financial obligations for the next twelve
months and further.
4
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
2.
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.
Management has determined that the calculation of diluted earnings
per share for the three and nine month periods ended September 30,
2017 and June 30, 2016, is not applicable since any additions to
outstanding shares related to common stock equivalents would be
anti-dilutive.
As of
September 30, 2017 and 2016, 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:
|
September 30,
2017
|
September 30,
2016
|
Warrants
|
250,000
|
250,000
|
Convertible
preferred stock
|
1,751,005
|
1,751,005
|
Total
possible dilution
|
2,001,005
|
2,001,005
|
3.
Inventories:
Inventories at
September 30, 2017 and December 31, 2016 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 September 30, 2017 and
December 31, 2016, is as follows:
|
September 30,
|
December 31,
|
|
2017
|
2016
|
Antimony
Metal
|
$-
|
$112,300
|
Antimony
Oxide
|
452,871
|
326,126
|
Antimony
Concentrates
|
19,017
|
30,815
|
Antimony
Ore
|
151,841
|
181,815
|
Total antimony
|
623,729
|
651,056
|
Zeolite
|
316,151
|
204,581
|
|
$939,880
|
$855,637
|
5
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
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 Receivble
|
September 30,
2017
|
December 31,
2016
|
Accounts
receivable - non factored
|
$332,660
|
$401,720
|
Accounts
receivable - factored with recourse
|
163,737
|
150,399
|
Accounts receivable - net
|
$496,397
|
$552,119
|
5.
Commitments
and Contingencies:
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, as of September
30, 2017, requires payments of $10,000 plus a tax of $1,600 per
month. The lease is renewable each year with a 15 day notice to the
lessor, and agreement of terms. The lease is scheduled for renewal
in June 2018.
6
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
6.
Notes
Payable to Bank:
At September 30, 2017 and December 31, 2016, the Company had the
following notes payable to bank:
|
September 30,
|
December 31,
|
|
2017
|
2016
|
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
|
$3,027
|
$76,350
|
|
|
|
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
|
90,967
|
|
|
|
Total
notes payable to the bank
|
$103,026
|
$167,317
|
These
notes are personally guaranteed by John C. Lawrence the
Company’s President and Chairman of the Board of Directors.
The maximum amount available for borrowing under each note is
$99,999.
7.
Long
– Term Debt:
Long-Term
debt at September 30, 2017 and December 31, 2016, is as
follows:
|
September 30,
|
December 31,
|
|
2017
|
2016
|
Note
payable to First Security Bank, bearing interest at
6%;
|
|
|
payable
in monthly installments of $917; maturing
|
|
|
September
2018; collateralized by equipment.
|
$10,660
|
$18,246
|
Note
payable to Cat Financial Services, bearing interest at
6%;
|
|
|
payable
in monthly installments of $1,300; maturing
|
|
|
August
2019; collateralized by equipment.
|
30,545
|
40,556
|
Note
payable to Wells Fargo Bank, bearing interest at 4%;
|
|
|
payable
in monthly installments of $477; maturing
|
|
|
December
2016; collateralized by equipment.
|
-
|
473
|
Note
payable to De Lage Landen Financial Services,
|
|
|
bearing
interest at 3.51%; payable in monthly installments of
$655;
|
|
|
maturing
September 2019; collateralized by equipment.
|
14,567
|
20,581
|
Note
payable to De Lage Landen Financial Services,
|
|
|
bearing
interest at 3.51%; payable in monthly installments of
$655;
|
|
|
maturing
December 2019; collateralized by equipment.
|
16,985
|
22,944
|
Note
payable to Phyllis Rice, bearing interest
|
|
|
at
1%; payable in monthly installments of $2,000;
maturing
|
|
|
March
2015; collateralized by equipment.
|
14,146
|
14,146
|
Obligation
payable for Soyatal Mine, non-interest bearing,
|
|
|
annual
payments of $100,000 or $200,000 through 2019, net of
discount.
|
731,862
|
776,319
|
Obligation
payable for Guadalupe Mine, non-interest bearing,
|
|
|
annual
payments from $60,000 to $149,078 through 2026, net of
discount.
|
959,350
|
970,651
|
|
1,778,115
|
1,863,916
|
Less
current portion
|
(495,134)
|
(391,046)
|
Long-term
portion
|
$1,282,981
|
$1,472,870
|
7
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
7.
Long
– Term Debt, Continued:
Year Ending September 30,
|
|
|
2018
|
495,134
|
|
2019
|
307,810
|
|
2020
|
215,795
|
|
2021
|
128,742
|
|
2022
|
111,467
|
|
Thereafter
|
519,167
|
|
|
$1,778,115
|
|
8.
Hillgrove
Advances Payable
On
November 7, 2014, the Company entered into a loan and processing
agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) by
which Hillgrove will advance the Company funds to be used to expand
their smelter in Madero, Mexico, and in Thompson Falls, Montana, so
that they may process antimony and gold concentrates produced by
Hillgrove’s mine in Australia. The agreement requires that
the Company construct equipment so that it can process
approximately 200 metric tons of concentrate initially shipped by
Hillgrove, with a provision so that the Company may expand to
process more than that. The parties agreed that the equipment will
be owned by USAC and USAMSA. The final terms of when the repayment
takes place have not yet been agreed on. The agreement called for
the Company to sell the final product for Hillgrove, and Hillgrove
to have approval rights of the customers for their products. The
agreement allows the Company to recover its operating costs as
approved by Hillgrove, and to charge a 7.5% processing fee and a
2.0% sales commission. The initial term of the agreement is five
years; however, Hillgrove may suspend or terminate the agreement at
its discretion. The Company may terminate the agreement and begin
using the furnaces for their own production if Hillgrove fails to
recommence shipments within 365 days of a suspension notice. At
September 30, 2017, the net amount due to Hillgrove for advances
was $1,134,196. As of September 30, 2107, repayment of the advances
is not expected to occur within the next twelve months so the
balance is classified as a long term liability.
8
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
9. Concentrations of Risk:
|
For the Three Months Ended
|
For the Nine Months Ended
|
||
Sales to Three
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
Largest Customers
|
2017
|
2016
|
2017
|
2016
|
Ampacet
Corporation
|
$150,234
|
$-
|
$-
|
$-
|
Mexichem
Specialty Compounds Inc.
|
909,965
|
414,157
|
2,466,388
|
1,524,253
|
Kohler
Corporation
|
512,451
|
362,770
|
1,458,949
|
972,083
|
East
Penn Corporation
|
-
|
245,514
|
512,641
|
965,564
|
|
$1,572,650
|
$1,022,441
|
$4,437,978
|
$3,461,900
|
% of Total Revenues
|
66%
|
36%
|
57%
|
38%
|
|
|
|
|
|
|
|
|
|
|
Three Largest
Accounts Receivable
|
September 30,
2017
|
September 30,
2016
|
|
|
Kohler
Corporation
|
$169,991
|
$133,705
|
|
|
Earth
Innovations Inc.
|
31,522
|
33,150
|
|
|
Axens
North America, Inc.
|
31,237
|
-
|
|
|
East
Penn Corporation
|
-
|
135,828
|
|
|
|
$232,750
|
$302,683
|
|
|
% of Total Receivables
|
47.00%
|
58.20%
|
|
|
10.
Related
Party Transactions:
During
the three and nine months ended September 30, 2017 and 2016, the
Chairman of the audit committee and compensation committee received
$4,500 and $9,000, and $4,500 and $18,000, respectively, for
services performed. See Note 12 for shares of common stock issued
to directors.
During
the three and nine months ended September 30, 2017 and 2016, the
Company paid $2,715 and $8,989, and $2,480 and $11,310,
respectively, to John Lawrence, President and Chief Executive
Officer, as reimbursement for equipment used by the
Company.
11.
Income Taxes:
During
the nine months ended September 30, 2017 and the year ended
December 31, 2016, the Company determined that a valuation
allowance equal to 100% of any deferred tax asset was appropriate,
as management of the Company cannot determine that it is more
likely than not the Company will realize the benefit of a net
deferred tax asset. The net effect is that the deferred tax asset
as of December 31, 2016, and any deferred tax assets that may have
been incurred since then, are fully reserved for at September 30,
2017.
Management
estimates the effective tax rate at 0% for the current
year.
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. Approximately $285,000
USD of the total assessment is interest and penalties. SAT’s
assessment is based on the disallowance of specific costs that the
Company deducted on the 2013 USAMSA income tax return. These
disallowed costs were incurred by the Company for USAMSA’s
business operations. SAT claims that the costs were not deductible
or were not supported by appropriate documentation. At September
30, 2017, the assessed amount is $746,000 in U.S
dollars.
9
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
11.
Income Taxes, Continued:
Management has
reviewed the assessment notice from SAT and believes numerous
findings have no merit. The Company has engaged accountants and tax
attorneys in Mexico to defend its position. An appeal has been
filed.
At
December 31, 2016, management estimated possible outcomes for this
assessment and believes it will ultimately pay an amount ranging
from 30% of the total assessment to the total assessed amount. The
Company’s agreement with the tax professionals is that the
professionals will receive 30% of the amount of tax relief they are
able to achieve.
At
December 31, 2016, the Company accrued a potential liability of
$410,510 USD of which $285,048 was for unpaid income taxes, $75,510
was for interest expense, and $49,952 was for penalties. The amount
accrued represents management’s best estimate of the amount
that will ultimately be paid. The outcome could vary from this
estimate. At September 30, 2017, the Company recognized a $49,000
increase due to the change in exchange rate. Fluctuation in
exchange rates has an ongoing impact on the amount the Company will
pay in U.S. dollars.
If an
issue addressed during the SAT audit is resolved in a manner
inconsistent with management expectations, the Company will adjust
its net operating loss carryforward, or accrue any additional
penalties, interest, and tax associated with the audit. The
Company’s tax professionals in Mexico have reviewed and filed
tax returns with the SAT for 2014, 2015, and 2016, and have advised
the Company that they do not expect the Company to have a tax
liability for those years relating to similar issues.
12.
Stockholder’s Equity:
Issuance of Common Stock for Payable to Board of
Directors
During
the nine months ended September 30, 2017, the Board of Directors
was issued a total of 421,875 shares of common stock for $168,750
in directors’ fees that were payable at December 31, 2016. In
addition, the Company accrued $131,250 in directors’ fees
payable as of September 30, 2017, that will be paid in common
stock.
During
the nine months ended September 30, 2016, the Board of Directors
was issued a total of 550,000 shares of common stock for $137,500
in directors’ fees that were payable at December 31, 2015. In
addition, the Company accrued $112,500 in directors’ fees
payable as of September 30, 2016, that will be paid in common
stock.
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
Madero smelter and Puerto Blanco mill at the Company’s Mexico
operation brings antimony up to an intermediate stage, which is
typically sold directly or shipped to the United States operation
for finishing and sales at the Thompson Falls, Montana plant. The
precious metals recovery plant is operated in conjunction with the
antimony processing plant at Thompson Falls, Montana. 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.
10
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
13.
Business
Segments, Continued:
Disclosure of the
activity relating to our precious metals recovery requires that it
be reported as a separate business segment. The prior period
comparative information has been reclassified to reflect this
change.
Segment
disclosure regarding sales to major customers is located in Note
9.
|
For the three months ended
|
For the nine months ended
|
||
|
September 30,
2017
|
September 30,
2016
|
September 30,
2017
|
September 30,
2016
|
Capital expenditures:
|
|
|
|
|
Antimony
|
|
|
|
|
United
States
|
$22,241
|
$-
|
$22,241
|
$1,040
|
Mexico
|
45,326
|
26,130
|
121,042
|
201,882
|
Subtotal
Antimony
|
67,567
|
26,130
|
143,283
|
202,922
|
Precious
Metals
|
24,798
|
85,804
|
84,379
|
247,500
|
Zeolite
|
35,856
|
61,284
|
51,803
|
123,075
|
Total
|
$128,221
|
$173,218
|
$279,465
|
$573,497
|
Properties,
plants
and equipment, net:
|
September 30,
2017
|
December 31,
2016
|
Antimony
|
|
|
United
States
|
$1,697,360
|
$1,694,331
|
Mexico
|
11,677,840
|
11,984,467
|
Subtotal
Antimony
|
13,375,200
|
13,678,798
|
Precious
metals
|
588,650
|
544,615
|
Zeolite
|
1,374,356
|
1,472,553
|
Total
|
$15,338,206
|
$15,695,966
|
|
|
|
Total Assets:
|
September 30,
2017
|
December 31,
2016
|
Antimony
|
|
|
United
States
|
$2,543,350
|
$2,495,842
|
Mexico
|
12,338,179
|
12,681,109
|
Subtotal
Antimony
|
14,881,529
|
15,176,951
|
Precious
metals
|
588,650
|
544,615
|
Zeolite
|
2,020,575
|
2,044,432
|
Total
|
$17,490,754
|
$17,765,998
|
11
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 three
|
Antimony
|
Antimony
|
Precious
|
|
|
months ended September 30, 2017
|
USA
|
Mexico
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
Total
revenues
|
$1,796,775
|
$-
|
$78,245
|
$494,694
|
$2,369,714
|
|
|
|
|
|
|
Depreciation
and amortization
|
14,200
|
127,675
|
15,100
|
50,200
|
207,175
|
|
|
|
|
|
|
Income
(loss) from operations
|
435,497
|
(861,683)
|
63,145
|
135,879
|
(227,162)
|
|
|
|
|
|
|
Other
income (expense):
|
(11,611)
|
(20,772)
|
-
|
(3,020)
|
(35,403)
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
$423,886
|
$(882,455)
|
$63,145
|
$132,859
|
$(262,565)
|
Segment Operations for the three
|
Antimony
|
Antimony
|
Precious
|
|
|
months ended September 30, 2016
|
USA
|
Mexico
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
Total
revenues
|
$2,025,755
|
$3,557
|
$240,238
|
$577,149
|
$2,846,699
|
|
|
|
|
|
|
Depreciation
and amortization
|
20,000
|
136,875
|
-
|
53,400
|
210,275
|
|
|
|
|
|
|
Income
(loss) from operations
|
723,628
|
(1,421,013)
|
240,238
|
109,163
|
(347,984)
|
|
|
|
|
|
|
Income
tax expense
|
-
|
(411,490)
|
-
|
-
|
(411,490)
|
|
|
|
|
|
|
Other
income (expense):
|
(9,406)
|
(24,617)
|
-
|
(3,560)
|
(37,583)
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
$714,222
|
$(1,857,120)
|
$240,238
|
$105,604
|
$(797,057)
|
|
|
|
|
|
|
Segment Operations for the nine
|
Antimony
|
Antimony
|
Precious
|
|
|
months ended September 30, 2017
|
USA
|
Mexico
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
Total
revenues
|
$5,842,801
|
$17,782
|
$243,822
|
$1,723,120
|
$7,827,525
|
|
|
|
|
|
|
Depreciation
and amortization
|
42,900
|
397,325
|
47,000
|
150,000
|
637,225
|
|
|
|
|
|
|
Income
(loss) from operations
|
1,618,156
|
(2,680,293)
|
196,821
|
358,110
|
(507,206)
|
|
|
|
|
|
|
Other
income (expense):
|
(34,654)
|
(119,341)
|
-
|
(9,622)
|
(163,617)
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
$1,583,502
|
$(2,799,634)
|
$196,821
|
$348,488
|
$(670,823)
|
Segment Operations for the nine
|
Antimony
|
Antimony
|
Precious
|
|
|
months ended September 30, 2016
|
USA
|
Mexico
|
Metals
|
Zeolite
|
Totals
|
|
|
|
|
|
|
Total
revenues
|
$6,621,732
|
$3,557
|
$564,581
|
$1,976,758
|
$9,166,628
|
|
|
|
|
|
|
Depreciation
and amortization
|
60,400
|
431,975
|
|
160,000
|
652,375
|
|
|
|
|
|
|
Income
(loss) from operations
|
2,582,390
|
(4,028,767)
|
564,581
|
243,429
|
(638,367)
|
|
|
|
|
|
|
Income
tax expense
|
-
|
(423,490)
|
-
|
-
|
(423,490)
|
|
|
|
|
|
|
Other
income (expense):
|
(23,837)
|
(49,122)
|
-
|
(7,517)
|
(80,476)
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
$2,558,553
|
$(4,501,379)
|
$564,581
|
$235,912
|
$(1,142,333)
|
12
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited),
Continued:
ITEM 2. Management’s Discussion and Analysis of Results
of Operations and Financial Condition
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.
Results of Operations by Division
|
|
|
|
|
|
|
|
|
|
Antimony and Precious Metals
|
3rd Qtr
|
3rd Qtr
|
Nine Months
|
Nine Months
|
Combined USA and Mexico
|
2017
|
2016
|
2017
|
2016
|
Lbs
of Antimony Metal USA
|
298,472
|
247,505
|
1,102,290
|
1,027,501
|
Lbs
of Antimony Metal Mexico
|
123,919
|
411,410
|
372,307
|
1,277,058
|
Total Lbs of Antimony Metal Sold
|
422,391
|
658,915
|
1,474,597
|
2,304,559
|
Sales
Price/Lb Metal
|
$4.25
|
$3.07
|
$3.97
|
$2.87
|
Net income (loss)/Lb Metal
|
$(0.94)
|
$(1.37)
|
$(0.69)
|
$(0.60)
|
|
|
|
|
|
Gross
antimony revenue - net of discount
|
$1,796,775
|
$2,025,755
|
$5,860,583
|
$6,625,289
|
Precious
metals revenue
|
78,244
|
240,238
|
243,821
|
564,581
|
Production
and shipping costs
|
(1,759,347)
|
(2,135,052)
|
(5,360,925)
|
(6,135,067)
|
Mexico
non-production costs
|
(51,310)
|
(156,489)
|
(215,762)
|
(514,400)
|
General
and administrative - non-production
|
(280,801)
|
(315,361)
|
(935,355)
|
(1,060,261)
|
Other
miscellaneous income(loss)
|
2,642
|
32,813
|
(49,000)
|
109,392
|
Net
interest and gain on sale of asset
|
(24,652)
|
(26,200)
|
(75,448)
|
(51,914)
|
EBITDA
|
(238,449)
|
(334,296)
|
(532,086)
|
(462,380)
|
Income
tax expense
|
-
|
(411,490)
|
-
|
(423,490)
|
Depreciation
& amortization
|
(156,975)
|
(156,875)
|
(487,225)
|
(492,375)
|
Net income (loss) - antimony and precious metals
|
$(395,424)
|
$(902,661)
|
$(1,019,311)
|
$(1,378,245)
|
|
|
|
|
|
Zeolite
|
|
|
|
|
Tons sold
|
2,671
|
3,375
|
9,446
|
10,690
|
Sales
Price/Ton
|
$185.21
|
$171.01
|
$182.42
|
$184.92
|
Net income /Ton
|
$49.74
|
$31.29
|
$36.89
|
$22.07
|
|
|
|
|
|
Gross
zeolite revenue
|
$494,694
|
$577,150
|
$1,723,120
|
$1,976,759
|
Production
costs, royalties, and shipping costs
|
(297,815)
|
(386,844)
|
(1,167,108)
|
(1,509,822)
|
General
and administrative - non-production
|
(12,532)
|
(29,178)
|
(53,065)
|
(67,157)
|
Net
interest
|
(1,288)
|
(2,124)
|
(4,459)
|
(3,868)
|
EBITDA
|
183,059
|
159,004
|
498,488
|
395,912
|
Depreciation
|
(50,200)
|
(53,400)
|
(150,000)
|
(160,000)
|
Net income - zeolite
|
$132,859
|
$105,604
|
$348,488
|
$235,912
|
|
|
|
|
|
Company-wide
|
|
|
|
|
Gross
revenue
|
$2,369,713
|
$2,846,699
|
$7,827,524
|
$9,166,628
|
Production
costs, royalties, and shipping costs
|
(2,108,472)
|
(2,681,941)
|
(6,743,795)
|
(8,159,288)
|
General,
administrative, and other non-production costs
|
(293,333)
|
(344,539)
|
(988,420)
|
(1,127,418)
|
Other
miscellaneous income
|
2,642
|
32,813
|
(49,000)
|
109,392
|
Net
interest and gain on sale of asset
|
(25,940)
|
(28,324)
|
(79,907)
|
(55,782)
|
EBITDA
|
(55,390)
|
(175,292)
|
(33,598)
|
(66,468)
|
Income
tax expense
|
-
|
(411,490)
|
-
|
(423,490)
|
Depreciation
& amortization
|
(207,175)
|
(210,275)
|
(637,225)
|
(652,375)
|
Net income (loss)
|
$(262,565)
|
$(797,057)
|
$(670,823)
|
$(1,142,333)
|
13
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM
2. Management’s Discussion and Analysis of Results of
Operations and Financial Condition, continued:
The
Mexico non-production costs for the three and nine months ending
September 30, 2017, are primarily due to holding costs from
inactivity at the Los Juarez, Guadalupe, and Soyatal mines and the
Puerto Blanco mill. The loss of production at the Madero smelter
from transitioning to Mexican raw material due to the closing of
the Hillgrove mine in Australia and the subsequent loss of
Hillgrove raw material contributed to non-production costs during
the nine months ending September 30, 2017.
Company-Wide
For the
third quarter of 2017, we recognized a net loss of $262,565 on
sales of $2,369,713, compared to a net loss of $797,057 in the
third quarter of 2016 on sales of $2,846,699. This is a decrease in
the loss for the period of 67%, and is significant progress in a
corporate turnaround. For the nine month period ending September
30, 2017, we incurred a net loss of $670,823 on sales of
$7,827,525, compared to a net loss of $1,142,333 for the same
period in 2016, a decrease of 41%. The loss in the third quarter of
2017 and the nine months then ended was primarily due to the loss
of raw material from Hillgrove Mines of Australia. We also
recognized approximately $124,732 of settlement costs related to
our precious metals production during the first quarter of 2017,
and we incurred a foreign exchange loss of $49,000 through nine
months related to our Mexican tax liability. Hillgrove has given us
permission to use the furnaces financed by them and that were
dedicated to processing Hillgrove concentrates.
Depreciation and
amortization for the quarter and nine months ending September 30,
2017, was $207,175 and $637,225, respectively.
The
loss for the third quarter of 2017 included $51,310 in
non-production costs in Mexico (holding costs for non-producing
Mexican properties), compared to $156,489 for the same period in
2016.
For the
third quarter of 2017, EBITDA was a negative $55,390, compared to a
negative EBITDA of $175,292 for the same period of
2016.
For the
third quarter of 2017, the general and administrative expenses were
$228,185 compared to $309,832 for the same period of
2016.
Antimony
We
began the mining and processing of ore from our own Mexican mines
during Q1of 2017. Producing from our own Mexican mines will allow
the Company to benefit from 100% of the price increases rather than
a processing fee and a small percent of the price
increases.
1.
The sale of
antimony during Q3 2017 was 422,391 pounds compared to 658,915
pounds during the same period in 2016.
2.
The sale of
antimony during the first nine months of 2017 was 1,474,597 pounds
compared to sales of 2,304,559 pounds for the same period of
2016.
3.
The average sales
price of antimony during Q3 2017 was $4.25 per pound compared to
$3.07 during the same period in 2016, an increase of
38%.
4.
The average sale
price of antimony during the first nine months of 2017 was $3.97
compared to $2.87 for the same period of 2016, an increase of
38%.
5.
The decrease in
production was offset by higher sales prices and better margins on
production from our own mined ore.
14
PART
I - FINANCIAL INFORMATION, CONTINUED:
ITEM
2. Management’s Discussion and Analysis of Results of
Operations and Financial, continued:
The
metallurgical problems with the Los Juarez ore have been solved,
and we are processing the ore presently in inventory. As soon as we
are permitted, we will complete construction of our leach circuit
at the Puerto Blanco mill.
At the
Wadley mine, production is being increased with more miners. The
use of pneumatic hammers is planned in lieu of explosives. Wadley
is our main producer of Mexican ore with some 90 men underground.
The tonnage and grade is being increased, and some of the ore
contains up to 50 percent antimony.
Powder
magazines are being built at the Soyatal mine. We will use the Los
Juarez explosives license to mine direct shipping ore for smelter
feed at Madero.
The
access road to Guadalupe is being repaired to re-start
production.
A 400
ton mill test of Los Juarez ore has indicated the necessity of a
cyanide leach circuit for the mill tailings. With the leach
circuit, the estimated gross value of the ore will be approximately
$125.00 at current precious metal prices.
Production changes
at the Madero smelter have cut the costs and increased
recovery.
Precious Metals
The
caustic leach of flotation concentrates from Los Juarez was
successful, and 400 metric tons were run during the second quarter
of 2017 that indicate that a cyanide leach circuit is necessary to
increase the recoveries of precious metals from mill
tailings.
Precious Metals Sales
|
|
|
|
Year to
|
Silver/Gold
|
For the Year Ended
|
Date
|
||
Montana
|
2014
|
2015
|
2016
|
2017
|
Ounces
Gold Shipped (Au)
|
64.77
|
89.12
|
108.10
|
88.62
|
Ounces
Silver Shipped (Ag)
|
29,480.22
|
30,420.75
|
38,123.46
|
22,107.93
|
Revenues
|
$461,083
|
$491,426
|
$556,650
|
$352,165
|
Mexico
|
|
|
|
|
Ounces
Gold Shipped (Au)
|
|
|
|
|
Ounces
Silver Shipped (Ag)
|
|
|
|
|
Revenues
|
|
|
|
|
Australian - Hillgrove
|
|
|
|
|
Ounces
Gold Shipped (Au)
|
|
|
496.65
|
79.54
|
Revenues
- Gross
|
|
|
$597,309
|
$81,779
|
Revenues
to Hillgrove
|
|
|
(481,088)
|
(190,122)
|
Revenues
to USAC
|
|
|
$116,221
|
$(108,343)
|
|
|
|
|
|
Total Revenues
|
$461,083
|
$491,426
|
$672,871
|
$243,822
|
15
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM
2. Management’s Discussion and Analysis of Results of
Operations and Financial Condition, continued:
Bear River Zeolite (BRZ)
During
Q3 2017, BRZ sold 2,671 tons of zeolite compared to 3,375 tons in
the same period of 2016, down 704 tons (20%). The decrease in
tonnage was due to required maintenance.
We
realized a net income of $132,859 from zeolite sales in Q3 of 2017,
compared to $105,604 for the same period in 2016. The increase in
the profit from our zeolite operations was $27,255 (25%). The
increase in profit was attributable to better plant efficiency. We
realized net income of $348,488 from zeolite sales during the first
nine months of 2017, compared to $235,912 for the same period in
2016. The increase in the profit from our zeolite operations was
$112,576 (48%) and was attributable to better plant
efficiency.
We
realized an EBITDA from zeolite sales for Q3 2017 of $183,059,
compared to $159,004 for the same period in 2016, an increase of
$24,055 (15%). We realized an EBITDA from zeolite sales for the
nine months ended September 30, 2017 of $498,488, compared to
$395,912 for the same period in 2016, an increase of $102,576
(26%).
Our new
sales program for zeolite products has two field representatives
and a research person that prepares sales brochures and literature.
At this time this effort is adding new customers. Increased
production at our zeolite plant will enable us to provide timely
product deliveries to our customers.
Financial Position
Financial Condition and Liquidity
|
|
|
|
September 30,
2017
|
December 31,
2016
|
Current
Assets
|
$1,740,041
|
$1,692,555
|
Current
liabilities
|
( 3,880,431)
|
( 3,382,123)
|
Net Working Capital
|
$(2,140,390)
|
$(1,689,568)
|
|
|
|
|
September 30,
2017
|
September 30,
2016
|
Cash
provided (used) by operations
|
$491,253
|
$412,162
|
Cash
used for capital outlay
|
( 279,465)
|
( 459,969)
|
Cash
provided (used) by financing:
|
|
|
Net
proceeds from (payments) to factor
|
13,338
|
119,111
|
Payment of notes payable to bank
|
(64,291)
|
(30,672)
|
Checks issued and payable
|
12,726
|
|
Principal paid on long-term debt
|
( 156,042)
|
( 130,857)
|
Net change in cash
|
$17,519
|
$(90,225)
|
Our net
working capital at September 30, 2017, has decreased by
approximately $451,000 from December 31, 2016. The decrease in our
net working capital was primarily due to an increase in various
categories of liabilities, and expenditures of approximately
$280,000 for capital outlay. We have estimated commitments of
$50,000 for construction and improvements to finish building and
installing precious metals leach circuits. 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
$103,026 at September 30, 2017. We have a foreign value added tax
refund receivable in Mexico of $365,120 at September 30, 2017. We
believe that this refund will be adequate to offset the amount
ultimately paid on the Mexican tax assessment (see Note 11 of the
consolidated financial statements in Item 1).
16
PART I - FINANCIAL INFORMATION, CONTINUED:
ITEM
2. Management’s Discussion and Analysis of Results of
Operations and Financial Condition, continued:
Going Concern Consideration
At
September 30, 2017, our financial statements show that we have a
negative working capital of approximately $2.14 million and an
accumulated deficit of approximately $26.1 million. In addition, we
have incurred losses for the prior three years. These factors
indicate that there may be doubt regarding our ability to continue
as a going concern for the next twelve months.
During
the past twelve months, the price of antimony has increased from a
low of $3.07 per pound for the third quarter of 2016 to an average
price of $4.25 for the third quarter of 2017. We have gross profit
and a positive cash flow from our U.S. operations at this price.
Our operations in Mexico are still in a transitional phase since
the loss of our raw material supply from Hillgrove of Australia. We
are focusing our production at our Wadley mine to increase grade
and output, and we have recently seen ore from there assaying 50%
antimony. We are also trying new production techniques, and have
found that we can process direct shipping ore successfully at our
Madero smelter which will result in a reduction in our operating
costs in Mexico going forward.
We have
reduced costs at our Mexico locations, most notably a reduced
monthly lease payment of $11,600 for the Wadley mine from $23,200
for June 2016, and we have also reduced the cost for labor at the
same mine. We have reduced administrative costs by approximately
$81,000 from the prior year third quarter at the corporate level.
Our capital outlay should be minimal in the near future; and we
completed paying for the Los Juarez mining concessions in 2016
which were a major outlay in prior years.
Our
zeolite operations continue to operate profitably and provide cash
to our operations. We are aggressively seeking new markets for our
zeolite products, and we now have an outside sales staff that is
working to obtain new customers and have had some
success.
We
believe that the combination of the above will enable us to stay in
operation and meet our financial obligations for the next twelve
months and further.
ITEM 3.
None
17
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 September 30, 2017. 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 September 30, 2017. These
material weaknesses are as follows:
●
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 chief financial officer 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
September 30, 2017.
18
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
19
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: November 14,
2017
John
C. Lawrence, Director and President
(Principal
Executive)
By:
/s/ Daniel L.
Parks
Date: November 14,
2017
Daniel
L. Parks, Chief Financial Officer
20