UNITED STATES ANTIMONY CORP - Quarter Report: 2018 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 

For the quarterly period ended September 30, 2018

 

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

 

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

 

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 definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ____	Accelerated Filer  ____
Non-Accelerated Filer ____	Smaller reporting company   X
	Emerging growth company ____

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

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

 

YES

No

X

 

At November 14, 2018, the registrant had outstanding 68,227,171 shares of par value $0.01 common stock.

 

UNITED STATES ANTIMONY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD

ENDED SEPTEMBER 30, 2018

(UNAUDITED)

 

TABLE OF CONTENTS

 

	Page
PART I – FINANCIAL INFORMATION
Item 1: Financial Statements (unaudited)	1-16
Item 2: Management’s Discussion and Analysis of Results of Operations and Financial Condition	17-20
Item 3: Quantitative and Qualitative Disclosure about Market Risk	21
Item 4: Controls and Procedures	21
PART II – OTHER INFORMATION
Item 1: Legal Proceedings	22
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3: Defaults upon Senior Securities	22
Item 4: Mine Safety Disclosures	22
Item 5: Other Information	22
Item 6: Exhibits and Reports on Form 8-K	22
SIGNATURE	22
CERTIFICATIONS

 

 [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)

 

ASSETS
	September 30, 2018	December 31, 2017
Current assets:
Cash and cash equivalents	$519,282	$27,987
Certificates of deposit	252,954	252,298
Accounts receivable, net	574,216	362,579
Inventories	716,896	914,709
Other current assets	-	4,697
Total current assets	2,063,348	1,562,270
Properties, plants and equipment, net	14,866,458	15,132,897
Restricted cash for reclamation bonds	57,234	63,345
IVA receivable and other assets	464,334	372,742
Total assets	$17,451,374	$17,131,254
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable	$41,820	$28,248
Accounts payable	2,304,976	2,276,357
Due to factor	16,048	10,880
Accrued payroll, taxes and interest	135,299	185,283
Other accrued liabilities	330,064	168,578
Payables to related parties	56,337	22,668
Deferred revenue	32,400	60,049
Notes payable to bank	100,000	192,565
Income taxes payable (Note 11)	-	443,110
Long-term debt, current portion, net of discount	669,407	546,988
Total current liabilities	3,686,351	3,934,726
Long-term debt, net of discount and current portion	1,001,563	1,239,126
Hillgrove advances payable	1,134,196	1,134,221
Common stock payable to directors for services	131,250	175,000
Asset retirement obligations and accrued reclamation costs	276,183	271,572
Total liabilities	6,229,543	6,754,645
Commitments and contingencies (Note 7 and 11)
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 $909,375 and $907,500
respectively)	7,500	7,500
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847 both years)	1,779	1,779
Series D: 1,751,005 shares issued and outstanding
(liquidation preference $5,014,692 and $4,920,178
respectively)	17,509	17,509
Common stock, $0.01 par value, 90,000,000 shares authorized;
68,227,171 and 67,488,063 shares issued and outstanding, respectively	682,271	674,881
Additional paid-in capital	36,406,874	36,239,264
Accumulated deficit	(25,894,102)	(26,564,324)
Total stockholders' equity	11,221,831	10,376,609
Total liabilities and stockholders' equity	$17,451,374	$17,131,254

 

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 nine months ended
	September 30, 2018	September 30, 2017	September 30, 2018	September 30, 2017
REVENUES	$2,091,725	$2,369,714	$6,781,001	$7,827,525
COST OF REVENUES	2,268,854	2,315,646	6,871,870	7,381,020
GROSS PROFIT (LOSS)	(177,129)	54,068	(90,869)	446,505
OPERATING EXPENSES):
General and administrative	151,825	130,698	489,067	480,482
Salaries and benefits	93,723	97,487	281,596	282,263
Professional fees	211,583	53,045	332,550	190,965
Gain on plant acquisition (Note 13)	(1,500,000)	-	(1,500,000)	-
TOTAL OPERATING EXPENSES (INCOME)	(1,042,869)	281,230	(396,787)	953,710
INCOME (LOSS) FROM OPERATIONS	865,740	(227,162)	305,918	(507,205)
OTHER INCOME (EXPENSE):
Interest income	19	19	849	857
Gain on tax settlement (Note 11)	443,110	-	443,110	-
Interest expense	(27,516)	(25,960)	(76,163)	(80,764)
Foreign exchange gain (loss)	(12,752)	2,642	-	(49,000)
Factoring expense	(1,154)	(12,104)	(3,492)	(34,711)
TOTAL OTHER INCOME (EXPENSE)	401,707	(35,403)	364,304	(163,618)
INCOME (LOSS) BEFORE INCOME TAXES	1,267,447	(262,565)	670,222	(670,823)
Preferred dividends	(12,162)	(12,162)	(36,487)	(36,487)
Net income (loss) available to common stockholders	$1,255,285	$(274,727)	$633,735	$(707,310)
Net income (loss) per share of common stock:
Basic	$0.02	NIL	$0.01	$(0.01)
Diluted	$0.02	NIL	$0.01	$(0.01)
Weighted average shares outstanding:
Basic	68,227,171	67,488,153	67,894,207	67,387,337
Diluted	68,373,471	67,488,153	67,992,339	67,387,337

 

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 nine months ended
	September 30, 2018	September 30, 2017
Cash Flows From Operating Activities:
Net income (loss)	$670,222	$(670,823)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization expense	678,010	637,225
Gain on tax settlement	(443,110)	-
Gain on plant acquisition	(1,500,000)	-
Amortization of loan discount	63,360	70,242
Accretion of asset retirement obligation	4,611	4,342
Common stock payable for director fees	131,250	131,250
Foreign exchange (gain) loss	-	49,000
Other non-cash items	(681)	(682)
Change in:
Accounts receivable, net	(211,637)	55,722
Inventories	197,813	(84,243)
Other current assets	4,697	(790)
Other assets	(91,592)	(83,437)
Accounts payable	28,619	402,207
Accrued payroll, taxes and interest	(49,984)	(50,862)
Deferred revenues	(27,649)	-
Other accrued liabilities	161,486	30,305
Payables to related parties	33,669	1,797
Net cash provided (used) by operating activities	(350,916)	491,253
Cash Flows From Investing Activities:
Purchase of properties, plants and equipment	(411,571)	(279,465)
Proceeds from plant acquisition	1,500,000	-
Net cash provided (used) by investing activities	1,088,429	(279,465)
Cash Flows From Financing Activities:
Net proceeds from (payments to) factor	5,168	13,338
Checks issued and payable	13,572	12,726
Advances from related party	125,000	-
Payments on advances from related party	(125,000)	-
Principal payments on notes payable to bank	(92,565)	(64,291)
Principal payments on long-term debt	(178,504)	(156,042)
Net cash provided (used) by financing activities	(252,329)	(194,269)
NET INCREASE IN CASH AND CASH EQUIVALENTS	485,184	17,519
Cash and cash equivalents and restricted cash at beginning of period	91,332	73,332
Cash and cash equivalents and restricted cash at end of period	$576,516	$90,851
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash investing and financing activities:
Common stock payable issued to directors	$175,000	$168,750

 

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)

 

 

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, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.

 

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, 2017.

 

Going Concern Consideration

 

At September 30, 2018, the Company’s consolidated financial statements show negative working capital of approximately $1.6 million and accumulated deficit of approximately $25.9 million.  In addition, although the Company has a net income for the third quarter of 2018, the Company has had recurring operating losses.  These factors indicate that there may be doubt regarding the ability to continue as a going concern for the next twelve months. 

 

The continuing losses are principally a result of the Company’s antimony operations and in particular to the production costs incurred in Mexico.

 

Regarding the antimony division, prices were stable or improved slightly during 2018. Through September 30, 2018, the average sale price for antimony is approximately $4.14 per pound. Additionally, in November 2017, the Company renegotiated its domestic sodium antimonite supply agreement with our North American supplier resulting in a lower cost per antimony per pound of approximately $0.44. During the first nine months of 2018, we endured supply interruptions from our North American supplier, and they have notified us that we will not be receiving normal shipments until November 5, 2018. We anticipate that normal supply quantities will resume for the remainder of 2018 after November 5. We have been able to continue with operations due to our Mexican raw material, and we will be directing our resources to increasing that supply source. The new supply agreement with our North American supplier has helped us with cash flow in 2018 from our antimony division.

 

In 2017, we reduced costs for labor at the Mexico locations which has resulted in a lower overall production costs in Mexico which has continued into 2018. In the fourth quarter 2017, we adjusted operating approaches at Madero that has resulted in decreased operating costs for fuel, natural gas, electricity, and reagents for 2018. Although total production activity in Mexico decreased in 2017 due to the lack of Hillgrove concentrates, the Company’s 2018 plan involves ramping up production at its own antimony properties in Mexico. In addition, a new leach circuit expected to come on line during 2019 in Mexico will result in more extraction of precious metals. The portion of the precious metals recovery system at the Madero smelter is complete and the cyanide leach circuit being built at the Puerto Blanco plant is expected to be completed this fall.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

In 2017, management implemented wage and other cost reductions at the corporate level that has kept administrative costs stable in 2018. The Company expects to continue paying a low cost for propane in Montana through 2018, which in years past has been a major operating cost.

 

In the third quarter of 2018, we closed on an agreement to purchase and dismantle an antimony processing plant in Reynosa, Mexico. The agreement was structured as a capital purchase agreement, and we were paid $1,500,000 to assist us in the plant closure and salvage operation (See Note 13). We expect that we will be able to complete the closure and salvage for less than that amount and use any remaining proceeds and salvaged equipment to enhance and improve our Mexican antimony operations. In addition, in the third quarter of 2018 we settled the tax assessment from the Mexican government completely in our favor (See Note 11). The accrual of $443,110 recorded as a potential tax liability in prior years was reversed and recognized as a gain during the quarter ended September 30, 2018. We paid our Mexican tax representatives $157,500 to negotiate the tax settlement, and we reported this expense as professional fees. Both of these transactions improved our net working capital position.

 

Subsequent to September 30, 2018, on November 7, 2018, the Company agreed to sell real property acquired in the Reynosa transaction for $700,000.  The agreement calls for a down payment of $150,000 which we received on November 8, 2018, payment of $150,000 on December 8, 2018, and two more payments of $200,000 each on January 8 and February 8, 2019.

 

Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations without the need for additional borrowings or selling shares of its common stock. The Company plans to continue keeping current on its debt payments in 2018 through cash flows from operations while using the additional operating capital to continue with the expansion of our Mexican operation and to improve our working capital. Management believes that the actions taken to increase production and reduce costs, along with the additional operating capital, will enable the Company to meet its obligations for the next twelve months.

 

 

Accounting Standard Updates Adopted

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 Revenue Recognition, replacing guidance in Subtopic 605-10 Revenue Recognition-Overall. The new ASU establishes a new five step principles-based framework in an effort to significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. In August 2015, the FASB issued ASU No. 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU No. 2015-14 deferred the effective date of ASU No. 2014-09 until annual and interim reporting periods beginning after December 15, 2017. We adopted ASU No. 2014-09 as of January 1, 2018 using the modified-retrospective transition approach. There was no impact of adoption of the update to our consolidated financial statements for the three and nine months ended September 30, 2018.

 

We performed an assessment of the impact of implementation of ASU No. 2014-09, and concluded it does not change the timing of revenue recognition or amounts of revenue recognized compared to how we recognize revenue under our current policies. Adoption of ASU No. 2014-09 involves additional disclosures, where applicable, on (i) contracts with customers, (ii) significant judgments and changes in judgments in determining the timing of satisfaction of performance obligations and the transaction price, and (iii) assets recognized for costs to obtain or fulfill contracts. See Note 4 for information on our sales of products.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The update provides guidance on classification for cash receipts and payments related to eight specific issues. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted this update as of January 1, 2018.

 

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash. The update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We adopted this update as of January 1, 2018. Cash, cash equivalents, and restricted cash on the consolidated statements of cash flows includes restricted cash of $57,234 as of September 30, 2018 and $63,345 as of December 31, 2017 and $63,274 as of September 30, 2017 and December 31, 2016, as well as amounts previously reported for cash and cash equivalents.

 

Accounting Standards Updates to Become Effective in Future Periods

 

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842). The update modifies the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently reviewing our leases and compiling the information required to implement the new guidance. We are currently evaluating the potential impact of implementing this update on our consolidated financial statements.

 

 

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.

 

Included in the calculation of diluted earnings per share for the quarter and nine month periods ended September 30, 2018 are 250,000 shares of stock warrants. For the three and nine months ended September 30, 2018 and 2017, 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, 2018	September 30, 2017
Warrants	-	250,000
Convertible preferred stock	1,751,005	1,751,005
Total possible dilution	1,751,005	2,001,005

 

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

Our products consist of the following:

 

For our antimony and zeolite products, revenue is recognized upon the completion of the performance obligation which is met when the transaction price can be reasonably estimated and revenue is recognized generally at the time when risk is transferred. We have determined the performance obligation is met and title is transferred either upon shipment from our warehouse locations or upon receipt by the customer as specified in individual sales orders. The performance obligation is met because at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the product and obtained the ability to realize all of the benefits from the product, 3) the customer has the significant risks and rewards of ownership to it, 4) it is very unlikely product will be rejected by the customer upon physical receipt, and 5) we have the right to payment for the product. Shipping costs related to the sales of antimony and zeolite products are recorded to cost of sales as incurred. For zeolite products, royalty expense due a third party by the Company is also recorded to cost of sales upon sale in accordance with terms of underlying royalty agreements.

 

For sales of precious metals, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer. Refining and shipping costs related to sales of precious metals are recorded to cost of sales as incurred.

 

Sales of products for the three and nine month periods ended September 30, 2018 and 2017 were as follows:

 

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2018	2017	2018	2017
Antimony	$1,366,540	$1,796,776	$4,540,873	$5,860,584
Zeolite	653,365	494,694	2,026,605	1,723,120
Precious metals	71,820	78,244	213,523	243,821
	$2,091,725	$2,369,714	$6,781,001	$7,827,525

 

The following is sales information by geographic area based on the location of customers for the three and nine month periods ended September 30, 2018 and 2017:

 

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2018	2017	2018	2017
United States	$1,876,218	$2,208,417	$6,151,068	$7,284,803
Canada	215,507	161,297	629,933	542,722
	$2,091,725	$2,369,714	$6,781,001	$7,827,525

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

Sales of products to significant customers were as follows for the three and nine month periods ended September 30, 2018 and 2017:

 

	For the Three Months Ended		For the Nine Months Ended
Sales to Three	September 30,	September 30,	September 30,	September 30,
Largest Customers	2018	2017	2018	2017
Ampacet Corporation	$142,414	$150,234	$472,674	$-
Mexichem Specialty Compounds Inc.	587,568	909,965	1,985,249	2,466,388
Kohler Corporation	471,358	512,451	1,122,908	1,458,949
East Penn Corporation	-	-	-	512,641
	$1,201,340	$1,572,650	$3,580,831	$4,437,978
% of Total Revenues	57%	66%	53%	57%

 

Accounts receivable from largest customers were as follows for September 30, 2018 and December 31, 2017:

 

Three Largest
Accounts Receivable	September 30, 2018	December 31, 2017
Kohler Corporation	$154,903	$169,991
Earth Innovations Inc.	36,107	31,522
Axens North America, Inc.	38,403	31,237
	$229,413	$232,750
% of Total Receivables	40%	47%

 

Our trade accounts receivable balance related to contracts with customers was $574,216 at September 30, 2018 and $362,579 at December 31, 2017. Our products do not involve any warranty agreements and product returns are not typical.

 

We have determined our contracts do not include a significant financing component. For antimony and zeolite sales contracts, we may factor certain receivables and receive final payment within 30 days of the performance obligation being met. For antimony and zeolite receivables not factored, we typically receive payment within 10 days. For precious metals sales, a provisional payment of 75% is typically received within 45 days of the date the product is delivered to the customer. After an exchange of assays, a final payment is normally received within 90 days of product delivery.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

Inventories at September 30, 2018 and December 31, 2017 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, 2018 and December 31, 2017 is as follows:

 

	September 30,	December 31,
	2018	2017
Antimony oxide	$304,165	$408,217
Antimony with precious metal content	-	35,554
Antimony ore	156,997	187,133
Total antimony	461,162	630,904
Zeolite	255,734	283,805
	$716,896	$914,709

 

 

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 (if any) 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, 2018	December 31, 2017
Accounts receivable - non factored	$558,168	$351,699
Accounts receivable - factored with recourse	16,048	10,880
Accounts receivable - net	$574,216	$362,579

 

 

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 term of one year and, and as of September 30, 2018, requires payments of $10,000 plus a tax of $1,700, per month. The lease is renewable each year with a 15 day notice to the lessor, and agreement of terms. The next lease is scheduled for renewal in June 2019.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

At September 30, 2018 and December 31, 2017, the Company had the following notes payable to bank:

 

	September 30,	December 31,
	2018	2017
Promissory note payable to First Security Bank of Missoula,
bearing interest at 3.150%, payable on demand, collateralized
by a lien on Certificate of Deposit	$1	$98,863
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	93,702
Total notes payable to the bank	$100,000	$192,565

 

These notes are personally guaranteed by John C. Lawrence the Company’s Chief Executive Officer and Chairman of the Board of Directors. The maximum amount available for borrowing under each note is $99,999.

 

 

Long-Term debt at September 30, 2018 and December 31, 2017, is as follows:	September 30,	December 31,
	2018	2017
Note payable to First Security Bank, bearing interest at 6%;
payable in monthly installments of $917; maturing
September 2018; collateralized by equipment.	$-	$8,054
Note payable to Cat Financial Services, bearing interest at 6%;
payable in monthly installments of $1,300; maturing
August 2019; collateralized by equipment.	16,453	27,096
Note payable to Cat Financial Services, bearing interest at 6%;
payable in monthly installments of $778; maturing
December 2022; collateralized by equipment.	35,596	40,278
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.	7,749	13,344
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.	10,246	15,776
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.	661,988	715,709
Obligation payable for Guadalupe Mine, non-interest bearing,
annual payments from $60,000 to $149,078 through 2026, net of discount.	924,792	951,711
	1,670,970	1,786,114
Less current portion	(669,407)	(546,988)
Long-term portion	$1,001,563	$1,239,126

 

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

At September 30, 2018, principal payments on debt are due as follows:

 

12 Months Ending September 30,
	Principal Payment	Discount	Net
2019	744,149	(74,742)	669,407
2020	284,331	(58,282)	226,049
2021	182,197	(45,336)	136,861
2022	157,692	(37,610)	120,082
2023	153,087	(30,922)	122,165
Thereafter	444,910	(48,504)	396,406
	$1,966,366	$(295,396)	$1,670,970

 

 

During the three and nine months ended September 30, 2018 and 2017, the Chairman of the audit committee and compensation committee received $4,500 and $4,500, respectively, for services performed. See Note 12 for shares of common stock issued to directors.

 

During the three and nine months ended September 30, 2018 and 2017, the Company paid $1,764 and $6,686, and $2,175 and $8,989, respectively, to John Lawrence, our President and Chief Executive Officer, as reimbursement for equipment used by the Company. Mr. Lawrence advanced the Company $125,000 for ongoing operating expenses during the nine months ended September 30, 2018, which has been repaid as of September 30, 2018.

 

 

During the three and nine months ended September 30, 2018, and the year ended December 31, 2017, 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 is fully reserved for at September 30, 2018 and December 31, 2017. Management estimates the effective tax rate at 0% for the current year.

 

      Mexican Tax Assessment

 

In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. 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.

 

Management reviewed the assessment notice from SAT and believes numerous findings have no merit. The Company engaged accountants and tax attorneys in Mexico to defend its position. An appeal was filed.

 

As of December 31, 2017, the Company had accrued a potential tax liability of $443,110 associated with this assessment. In the third quarter of 2018, we settled a tax assessment from the Mexican government completely in our favor. The accrual of $443,110 recorded as potential tax liability was reversed and recognized as a gain during the quarter ended September 30, 2018. The Company paid Mexican tax representatives $157,500 that were recognized as professional fees expense, to negotiate this settlement during the quarter ended September 30, 2018.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

The Company’s tax professionals in Mexico have reviewed and filed tax returns with the SAT for other tax years and have advised the Company that they do not expect the Company to have a tax liability for those years relating to similar issues.

 

 

Issuance of Common Stock for Payable to Board of Directors

 

During the nine month period 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 during the three and nine months ended September 30, 2017, the Company accrued $43,750 and $87,500, respectively, in directors’ fees payable that will be paid in common stock.

 

On May 3, 2018, the Board of Directors was issued a total of 739,018 shares of common stock for $175,000 in directors’ fees that were payable at December 31, 2017. In addition during the quarter and nine months ended September 30, 2018, the Company accrued $43,750 and $131,250, respectively, in directors’ fees payable that will be paid in common stock.

 

 

On August 31, 2018, the Company closed a Member Interest and Capital Share Agreement (the “Agreement”) with Great Lakes Chemical Corporation and Lanxess Holding Company US Inc., as the sellers, and the Company as the buyer. Under the Agreement, the Company acquired a subsidiary of the sellers which includes an antimony plant, equipment and land located in Reynosa, Mexico.   The Company plans to disassemble, salvage and transport the antimony plant and equipment for use in its existing operations in both Mexico and the United States. The project will involve moving heavy equipment and could take up to a year.  In addition, the Company was paid $1,500,000 by the sellers, which was recognized as operating income in the quarter ended September 30, 2018, to assist in the salvage and transport costs of the useable equipment. The transaction was accounted for as an asset acquisition as there was no business associated with the acquired assets. We expect that we will be able to complete the closure and salvage for less than that amount and use any remaining proceeds and salvaged equipment to enhance and improve our Mexican antimony operations.

 

 

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 may be sold directly or shipped to the United States operation for finishing 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.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

Segment disclosure regarding sales to major customers is located in Note 4.

 

Properties, plants
and equipment, net:	September 30, 2018	December 31, 2017
Antimony
United States	$1,648,447	$1,687,997
Mexico	11,341,144	11,452,507
Subtotal Antimony	12,989,591	13,140,504
Precious metals	632,730	642,774
Zeolite	1,244,137	1,349,619
Total	$14,866,458	$15,132,897

 

Total Assets:	September 30, 2018	December 31, 2017
Antimony
United States	$2,779,883	$2,510,323
Mexico	12,135,234	12,073,219
Subtotal Antimony	14,915,117	14,583,542
Precious metals	632,730	642,774
Zeolite	1,903,527	1,904,938
Total	$17,451,374	$17,131,254

 

 

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2018	September 30, 2017	September 30, 2018	September 30, 2017
Capital expenditures:
Antimony
United States	$-	$22,241	$-	$22,241
Mexico	223,390	45,326	334,367	121,042
Subtotal Antimony	223,390	67,567	334,367	143,283
Precious Metals	-	24,798	40,988	84,379
Zeolite	13,793	35,856	36,216	51,803
Total	$237,183	$128,221	$411,571	$279,465

 

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

Segment Operations for the three	Antimony	Antimony	Total	Precious
months ended September 30, 2018	USA	Mexico	Antimony	Metals	Zeolite	Totals
Total revenues	$1,366,540	$-	$1,366,540	$71,820	$653,365	$2,091,725
Depreciation and amortization	$13,170	$148,363	$161,533	$17,011	$46,807	$225,351
Income (loss) from operations	1,259,735	(537,067)	722,668	54,809	88,263	865,740
Other income (expense):	(3,715)	409,238	405,523	-	(3,816)	401,707
NET INCOME (LOSS)	$1,256,020	$(127,829)	$1,128,191	$54,809	$84,447	$1,267,447

 

 

Segment Operations for the three	Antimony	Antimony	Total	Precious
months ended September 30, 2017	USA	Mexico	Antimony	Metals	Zeolite	Totals
Total revenues	$1,796,775	$-	$1,796,775	$78,245	$494,694	$2,369,714
Depreciation and amortization	14,200	127,675	$141,875	15,100	50,200	207,175
Income (loss) from operations	435,497	(861,683)	(426,186)	63,145	135,879	(227,162)
Other income (expense):	(11,611)	(20,772)	(32,383)	-	(3,020)	(35,403)
NET INCOME (LOSS)	$423,886	$(882,455)	$(458,569)	$63,145	$132,859	$(262,565)

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

Segment Operations for the nine	Antimony	Antimony	Total	Precious
months ended September 30, 2018	USA	Mexico	Antimony	Metals	Zeolite	Totals
Total revenues	$4,540,873	$-	$4,540,873	$213,523	$2,026,605	$6,781,001
Depreciation and amortization	$39,550	$445,729	$485,279	$51,032	$141,699	$678,010
Income (loss) from operations	1,849,669	(2,088,424)	(238,755)	162,491	382,182	305,918
Other income (expense):	(6,431)	379,750	373,319	-	(9,015)	364,304
NET INCOME (LOSS)	$1,843,238	$(1,708,674)	$134,564	$162,491	$373,167	$670,222

 

 

Segment Operations for the nine	Antimony	Antimony	Total	Precious
months ended September 30, 2017	USA	Mexico	Antimony	Metals	Zeolite	Totals
Total revenues	$5,842,801	$17,782	$5,860,583	$243,822	$1,723,120	$7,827,525
Depreciation and amortization	42,900	397,325	$440,225	47,000	150,000	$637,225
Income (loss) from operations	1,618,156	(2,680,293)	(1,062,137)	196,821	358,110	(507,206)
Other income (expense):	(34,654)	(119,341)	(153,995)	-	(9,622)	(163,617)
NET INCOME (LOSS)	$1,583,502	$(2,799,634)	$(1,216,132)	$196,821	$348,488	$(670,823)