UNITED STATES ANTIMONY CORP - Quarter Report: 2019 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, 2019

 

 

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)

 

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 ☐

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

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, 2019, the registrant had outstanding 69,661,436 shares of par value $0.01 common stock.

 

UNITED STATES ANTIMONY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD

ENDED SEPTEMBER 30, 2019

(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	17-21
Item 3: Quantitative and Qualitative Disclosure about Market Risk	22
Item 4: Controls and Procedures	22
PART II – OTHER INFORMATION
Item 1: Legal Proceedings	23
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3: Defaults upon Senior Securities	23
Item 4: Mine Safety Disclosures	23
Item 5: Other Information	23
Item 6: Exhibits and Reports on Form 8-K	23
SIGNATURE	24
CERTIFICATIONS	25-29

 

[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,	December 31,
	2019	2018
Current assets:
Cash and cash equivalents	$71,758	$56,650
Certificates of deposit	253,552	252,954
Accounts receivable	322,940	438,391
Inventories	708,074	755,261
Note receivable - sale of land	-	400,000
Total current assets	1,356,324	1,903,256
Properties, plants and equipment, net	15,229,807	15,227,172
Restricted cash for reclamation bonds	57,248	57,247
IVA receivable and other assets	329,947	369,448
Total assets	$16,973,326	$17,557,123
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued and payable	$31,705	$46,482
Accounts payable	2,060,557	1,926,320
Due to factor	59,104	16,524
Accrued payroll, taxes and interest	200,362	159,037
Other accrued liabilities	401,376	353,911
Payables to related parties	343,263	93,567
Deferred revenue	32,400	32,400
Notes payable to bank	198,228	183,917
Long-term debt, current portion, net of discount	851,766	705,460
Total current liabilities	4,178,761	3,517,618
Long-term debt, net of discount and current portion	876,073	1,027,730
Hillgrove advances payable	1,134,221	1,134,221
Stock payable to directors for services	96,875	175,000
Asset retirement obligations and accrued reclamation costs	282,331	277,720
Total liabilities	6,568,261	6,132,289
Commitments and contingencies (Note 7 an 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 $930,000 and $922,500
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 $5,002,470 and $4,961,324
respectively)	17,509	17,509
Common stock, $0.01 par value, 90,000,000 shares authorized;
69,661,436 and 68,227,171 shares issued and outstanding, respectively	696,614	682,271
Additional paid-in capital	37,134,853	36,406,874
Accumulated deficit	(27,453,190)	(25,691,099)
Total stockholders' equity	10,405,065	11,424,834
Total liabilities and stockholders' equity	$16,973,326	$17,557,123

 

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

 

 

 

	For the three months ended		For the nine months ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
REVENUES	$1,787,934	$2,091,725	$6,516,582	$6,781,001
COST OF REVENUES	2,058,751	2,268,854	7,029,647	6,871,870
GROSS PROFIT (LOSS)	(270,817)	(177,129)	(513,065)	(90,869)
OPERATING EXPENSES (INCOME):
General and administrative	139,456	151,825	498,539	489,067
Salaries and benefits	91,178	93,723	424,208	281,596
Professional fees	40,010	211,583	163,204	332,550
Other operating expenses	-	-	86,630	-
Gain on plant acquisition (Note 13)	-	(1,500,000)	-	(1,500,000)
TOTAL OPERATING EXPENSES (INCOME)	270,644	(1,042,869)	1,172,581	(396,787)
INCOME (LOSS) FROM OPERATIONS	(541,461)	865,740	(1,685,646)	305,918
OTHER INCOME (EXPENSE):
Interest income	19	19	791	849
Gain on tax settlement (Note 11)	-	443,110	-	443,110
Interest expense	(24,444)	(27,516)	(71,160)	(76,163)
Foreign exchange loss	-	(12,752)	-	-
Factoring expense	(2,706)	(1,154)	(6,076)	(3,492)
TOTAL OTHER INCOME (EXPENSE)	(27,131)	401,707	(76,445)	364,304
NET INCOME (LOSS) BEFORE INCOME TAXES	(568,592)	1,267,447	(1,762,091)	670,222
Preferred dividends	(12,162)	(12,162)	(36,487)	(36,487)
Net income (loss) available to common stockholders	$(580,754)	$1,255,285	$(1,798,578)	$633,735
Net income (loss) per share of common stock:
Basic	$(0.02)	$0.02	$(0.01)	$0.01
Diluted	$(0.02)	$0.02	$(0.01)	$0.01
Weighted average shares outstanding:
Basic	69,224,297	68,227,171	68,818,050	67,894,207
Diluted	69,224,297	68,373,471	68,818,050	67,992,339

 

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, 2019	September 30, 2018
Cash Flows From Operating Activities:
Net income (loss)	$(1,762,091)	$670,222
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization expense	732,702	678,010
Gain on tax settlement	-	(443,110)
Gain on plant acquisition	-	(1,500,000)
Amortization of loan discount	54,110	63,360
Accretion of asset retirement obligation	4,611	4,611
Common stock issued for services	136,000	-
Common stock payable for director fees	96,875	131,250
Foreign exchange (gain) loss	-	-
Other non-cash items	(598)	(681)
Change in:
Accounts receivable, net	115,451	(211,637)
Inventories	47,187	197,813
Other current assets	-	4,697
IVA receivable and other assets	39,501	(91,592)
Accounts payable	134,237	28,619
Accrued payroll, taxes and interest	41,325	(49,984)
Deferred revenues	-	(27,649)
Other accrued liabilities	47,465	161,486
Payables to related parties	29,683	33,669
Net cash provided (used) by operating activities	(283,542)	(350,916)
Cash Flows From Investing Activities:
Purchase of properties, plants and equipment	(677,837)	(411,571)
Payment received on note receivable for sale of land	400,000	-
Proceeds from plant acquisition	-	1,500,000
Net cash provided (used) by investing activities	(277,837)	1,088,429
Cash Flows From Financing Activities:
Net proceeds from (payments to) factor	42,580	5,168
Checks issued and payable	(14,777)	13,572
Stock issued for cash	431,322	-
Advances from related parties	237,400	125,000
Payments on advances from related party	(17,387)	(125,000)
Advances from notes payable to bank	14,311	(92,565)
Principal payments on long-term debt	(116,961)	(178,504)
Net cash provided (used) by financing activities	576,488	(252,329)
NET INCREASE IN CASH AND CASH EQUIVALENTS	15,109	485,184
Cash and cash equivalents and restricted cash at beginning of period	113,897	91,332
Cash and cash equivalents and restricted cash at end of period	$129,006	$576,516
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Noncash investing and financing activities:
Common stock payable issued to directors	$175,000	$175,000

 

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

 

 

United States Antimony Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
For the three month periods ended September 30, 2019 and September 30, 2018
					Additional		Total
	Total Preferred Stock		Common Stock		Paid	Accumulated	Stockholders'
Three months ended September 30, 2019	Shares	Amount	Shares	Amount	In Capital	Deficit	Equity
Balances, July 1, 2019	2,678,909	$26,788	68,757,354	$687,573	$36,712,572	$(26,884,598)	$10,542,335
Issuance of common stock for cash			904,082	9,041	422,281		431,322
Net loss						(568,592)	(568,592)
Balances, September 30, 2019	2,678,909	$26,788	69,661,436	$696,614	$37,134,853	$(27,453,190)	$10,405,065

 

					Additional		Total
	Total Preferred Stock		Common Stock		Paid	Accumulated	Stockholders'
Three months ended September 30, 2018	Shares	Amount	Shares	Amount	In Capital	Deficit	Equity
Balances, July 1, 2018	2,678,909	$26,788	68,227,171	$682,271	$36,406,874	$(27,161,549)	$9,954,384
Net income						1,267,447	1,267,447
Balances, September 30, 2018	2,678,909	$26,788	68,227,171	$682,271	$36,406,874	$(25,894,102)	$11,221,831

 

For the nine month periods ended September 30, 2019 and September 30, 2018
					Additional		Total
	Total Preferred Stock		Common Stock		Paid	Accumulated	Stockholders'
Nine months ended September 30, 2019	Shares	Amount	Shares	Amount	In Capital	Deficit	Equity
Balances, January 1, 2019	2,678,909	$26,788	68,227,171	$682,271	$36,406,874	$(25,691,099)	$11,424,834
Issuance of common stock to chief financial officer			200,000	2,000	134,000		136,000
Issuance of common stock to Directors			330,183	3,302	171,698		175,000
Issuance of common stock for cash			904,082	9,041	422,281		431,322
Net loss						(1,762,091)	(1,762,091)
Balances, September 30, 2019	2,678,909	$26,788	69,661,436	$696,614	$37,134,853	$(27,453,190)	$10,405,065

 

					Additional
	Total Preferred Stock		Common Stock		Paid	Accumulated	Stockholders'
Nine months ended September 30, 2018	Shares	Amount	Shares	Amount	In Capital	Deficit	Equity
Balances, January 1, 2018	2,678,909	$26,788	67,488,153	$674,881	$36,239,264	$(26,564,324)	$10,376,609
Issuance of common stock to Directors			739,018	7,390	167,610		175,000
Net income						670,222	670,222
Balances, September 30, 2018	2,678,909	$26,788	68,227,171	$682,271	$36,406,874	$(25,894,102)	$11,221,831

 

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, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.

 

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, 2018.

 

Going Concern Consideration

 

At September 30, 2019, the Company’s consolidated financial statements show negative working capital of approximately $2.8 million and accumulated deficit of approximately $27.5 million.  In addition, the Company has a net loss of $1,762,091 and cash used in operations of $283,542 for the nine-month period ended September 30, 2019. The Company has had recurring operating losses for most of the prior periods.  These factors indicate that there is substantial doubt regarding the ability to continue as a going concern for the next twelve months. 

 

The continuing losses are principally a result of the falling prices of antimony and production costs incurred in Mexico.

 

Antimony prices decreased approximately 14% in the first nine months of 2019 compared to the same period in the prior year.  For the nine months ended September 30, 2019, the average sale price for antimony was approximately $3.56 per pound compared to a price of $4.14 per pound for the nine months ended September 30, 2018. In addition, during 2019, we have endured supply interruptions from our North American supplier and shipments have resumed although at a lower level than years prior to 2018. A new supply agreement negotiated with our North American supplier in 2017 helped us with cash flow from our antimony division in 2018, but the continued decrease in prices for antimony have caused us to negotiate a better supply agreement in 2019 which will help us with our cash flow situation. We negotiated a $73,469 decrease in our raw material cost with the supplier for the third quarter.

 

Since 2017, we have continually reduced labor and other operating costs at our Mexico locations which have resulted in a lower overall production cost in Mexico. In June 2019, we reached agreement with our miners in Mexico to further reduce labor costs. In 2019, we completed installation of three of the large rotating furnaces (LRFs) we obtained from the Lanxess transaction. The Company’s 2019-2020 plan involves ramping up production at our antimony properties in Mexico utilizing the additional LRFs obtained from Lanxess. As a result, we expect to increase the antimony output from our Mexican properties in 2020. In 2019, we began selling antimony metal directly from Mexico to customers which saves us approximately $0.38 per pound in processing costs and freight.

 

On September 16, 2019, we were awarded a grant for $510,528 to provide the Defense Logistics Agency of the Department of Defense with six samples of antimony tri-sulfide for testing to determine the consistency for making primers for ordnance per military specification MIL-A-159D. We will be paid $85,088 per sample over the next twelve months.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

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 complete except for the assaying and lab equipment which will be tested in the fourth quarter of 2019. We expect to be receiving income from the production of precious metals some time during the first half of 2020.

 

Over the past several years, the Company has made principal payments on most of its debt from cash generated from operations without the need for additional borrowings or selling shares of its common stock. However, we are delinquent on some debt payments (see Note 9).

 

On November 14, 2019, we completed a common stock private placement for $431,322 to complete the precious metals circuit at our Puerto Blanco milling facility and to make cost saving repairs at our Montana smelter.

 

Management believes that the actions taken to increase production from both antimony and precious metals coupled with a reduction in production costs will enable the Company to meet most of its obligations for the next twelve months. However, due to the uncertainty of the price of antimony and other operating factors, there is the likelihood that some obligations will not be met.

 

 

Accounting Standards Updates Adopted

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842).  The update modified the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases.  The update was effective for fiscal years beginning after December 15, 2018, with early adoption permitted.  Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

 

In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718):  Improvements to Nonemployee Share-Based Payment Accounting.  The update involves simplification of several aspects of accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include nonemployee awards.  The update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted.  Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.

 

Accounting Standards Updates to Become Effective in Future Periods

 

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820):  Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.  The update removes, modifies and makes additions to the disclosure requirements on fair value measurements.  The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted.  Management is evaluating the impact of this update on the Company’s fair value measurement disclosures.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

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 three and nine-month periods ended September 30, 2018 are 250,000 shares of common stock warrants. For the three and nine months ended September 30, 2019 and 2018, 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, 2019	September 30, 2018
Warrants	702,041	-
Convertible preferred stock	1,751,005	1,751,005
Total possible dilution	2,453,046	1,751,005

 

 

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, 2019 and 2018 were as follows:

 

	Three Months Ended		NineMonths Ended
	September 30,		September 30,
	2019	2018	2019	2018
Antimony	$1,080,871	$1,366,540	$4,294,281	$4,540,873
Zeolite	651,563	653,365	2,081,751	2,026,605
Precious metals	55,500	71,820	140,550	213,523
	$1,787,934	$2,091,725	$6,516,582	$6,781,001

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

 

 

The following is sales information by geographic area based on the location of customers for the three and nine-month periods ended September 30, 2019 and 2018:

 

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
United States	$1,570,364	$1,876,218	$5,498,640	$6,151,068
Canada	217,570	215,507	544,350	629,933
Mexico	-	-	473,592	-
	$1,787,934	$2,091,725	$6,516,582	$6,781,001

 

Sales of products to significant customers were as follows for the three and nine month periods ended September 30, 2019 and 2018:

 

	For the Three Months Ended		For the Nine Months Ended
Sales to Three	September 30,	September 30,	September 30,	September 30,
Largest Customers	2019	2018	2019	2018
Axens North America	$128,805	$-	$-	$-
Ampacet Corporation	-	142,414	-	472,674
Mexichem Specialty Compounds Inc.	314,008	587,568	1,373,533	1,985,249
Kohler Corporation	-	471,358	1,028,624	1,122,908
Nyacol Nanotechnologies	374,070	-	778,394	-
	$816,883	$1,201,340	$3,180,551	$3,580,831
% of Total Revenues	46%	57%	49%	53%

 

Accounts receivable from largest customers were as follows for September 30, 2019 and December 31, 2018:

 

Accounts Receivable	September 30, 2019	December 31, 2018
DanaMart	$-	$143,890
Axens North America Inc.	46,654	34,912
Earth Innovations Inc.	35,584	35,967
Ralco Mix Products	26,080	-
	$108,318	$214,769
% of Total Receivables	34%	49%

 

Our trade accounts receivable balance related to contracts with customers was $322,940 at September 30, 2019 and $438,391 at December 31, 2018. 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, 2019 and December 31, 2018 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, 2019 and December 31, 2018 is as follows:

 

	September 30,	December 31,
	2019	2018
Antimony Metal	$37,346	$8,127
Sodium Antimonate	28,568	-
Antimony Oxide	147,304	255,782
Antimony Concentrates	-	2,214
Antimony Ore	198,492	257,067
Total antimony	411,710	523,190
Zeolite	296,364	232,071
	$708,074	$755,261

 

 

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, 2019	December 31, 2018
Accounts receivable - non factored	$263,836	$421,867
Accounts receivable - factored with recourse	59,104	16,524
Accounts receivable - net	$322,940	$438,391

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

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, as of September 30, 2019, 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 2020.

 

 

At September 30, 2019, and December 31, 2018, the Company had the following notes payable to bank:
	September 30,	December 31,
	2019	2018
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	$83,918
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	98,229	99,999
Total notes payable to the bank	$198,228	$183,917

 

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.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

Long-Term debt at September 30, 2019 and December 31, 2018 is as follows:	September 30,	December 31,
	2019	2018
Note payable to Zeo Inc., non interest bearing,
payable in 11 quarterly installments of $8,300 with a final payment of $8,700;
maturing December 2022; uncollateralized.(1)	$100,000	$100,000
Note payable to Cat Financial Services, bearing interest at 6%;
payable in monthly installments of $1,300; maturing
August 2019; collateralized by equipment.	1,498	14,022
Note payable to Cat Financial Services, bearing interest at 6%;
payable in monthly installments of $778; maturing
December 2022; collateralized by equipment.	28,175	34,390
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.	1,998	5,851
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.	-	8,371
Note payable to Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000; originally maturing
March 2015; collateralized by equipment.	6,146	12,146
Obligation payable for Soyatal Mine, non-interest bearing,
annual payments of $100,000 or $200,000 through 2020, net of discount
of $19,156 and $23,321, respectively. (2)	667,243	639,747
Obligation payable for Guadalupe Mine, non-interest bearing,
annual payments from $60,000 to $149,078 through 2026, net of discount
of $201,527 and $252,444, respectively. (3)	922,779	918,663
	1,727,839	1,733,190
Less current portion	(851,766)	(705,460)
Long-term portion	$876,073	$1,027,730

 

 (1) Payments starting the fourth quarter of 2019.

 

2) At September 30, 2019, the Company has not made $465,021 of principal payments due in previous periods on this note.    At September 30, 2019, all but $23,585 of the balance is classified as a current liability. The creditor has agreed to accept payments of $2,500 per month through June 30, 2020, at which time the parties may agree to an extension of that payment schedule, or modify the payment schedule. The note holder accepted, and was paid, $40,000 during the nine months ended September 30, 2019.

 

(3) At September 30, 2019, the Company is delinquent in $91,578 of principal payments on this note.   At September 30, 2019, the delinquent balance is classified as a current liability.  The Company is currently working with the lenders to modify the payment terms to cure the delinquent status.  The Company has not received notice from the lenders indicating default on the loan.

 

 

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

At September 30, 2019, principal payments on debt are due as follows:

 

12 Months Ending September 30,	Principal Payment	Discount	Net
2020	$910,048	$(58,282)	$851,766
2021	223,957	(45,335)	178,622
2022	191,052	(37,610)	153,442
2023	177,716	(30,922)	146,794
2024	149,077	(23,833)	125,244
Thereafter	296,642	(24,671)	271,971
	$1,948,492	$(220,653)	$1,727,839

 

 

During the three and nine months ended September 30, 2018, the Chairman of the audit committee and compensation committee received $4,500 for services performed. No compensation was paid during the three and nine month periods ended September 30, 2019. See Note 12 for shares of common stock issued to directors.

 

For the three and nine months ended September 30, 2019, the Company paid $1,764 and $8,034, respectively, compared to $1,764, and $6,686 for the three and nine months ended June 30, 2018, to John Lawrence, our President and Chief Executive Officer, as reimbursement for equipment used by the Company. Mr. Lawrence advanced the Company $227,200 for ongoing operating expenses during the nine months ended September 30, 2019, of which $17,387 has been repaid. In addition to the loan that was owed to Mr. Lawrence at September 30, 2019, the Company also owed Mr. Lawrence for payroll and other liabilities equal to $123,250 for a total owed to Mr. Lawrence at September 30, 2019 of $333,063.

 

John Gustaven, executive Vice President of the Company, advanced the Company $10,200 during the quarter ended September 30, 2019, and is included in payables to related parties at September 30, 2019.

 

 

During the three and nine months ended September 30, 2019, and the year ended December 31, 2018, 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 its net deferred tax asset. The net effect is that the deferred tax asset is fully reserved for at September 30, 2019 and December 31, 2018. 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 believed numerous findings have no merit. The Company engaged accountants and tax attorneys in Mexico to defend its position. An appeal was filed.

 

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

 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.

 

The Company has been notified that SAT has re-opened its assessment of USAMSA’s 2013 income tax return which could result in a separate assessment. It is too early in the process to estimate any potential outcome. At September 30, 2019, the Company does not believe it will be assessed any taxes, interest or penalties as a result of this assessment.

 

 

Issuance of Common Stock for Payable to Board of Directors

 

During the nine-month period ended September 30, 2019, the Board of Directors was issued a total of 330,183 shares of common stock for $175,000 in directors’ fees that were payable at December 31, 2018. In addition, during the three and nine months ended September 30, 2019, the Company accrued $34,375 and $96,875, respectively, in directors’ fees payable that will be paid in common stock.

 

In January 2019, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock with a fair value of $136,000 to retain his services. As part of the agreement, Mr. Parks’ hours worked and cash compensation were reduced.

 

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 three 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.

 

Issuance of Common Stock for Cash

 

During the nine-month period ended September 30, 2019, the Company sold 904,082 shares of its common stock for $0.48 per share for proceeds of $431,322. Included with each share was a common stock warrant to purchase ½ share (total of 452,041) of the Company’s common stock exercisable at $0.65. The warrants expire in 2022.

 

 

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 disassembled, salvaged, and transported the antimony plant and equipment for use in its existing operations in both Mexico and the United States. The project involved moving heavy equipment and was completed in the second quarter of 2019.  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. The real property acquired with the plant was sold for $700,000 in November 2018, for which the Company received $300,000 in 2018 and the remaining balance of $400,000 in the three month period ended March 31, 2019.

 

 

United States Antimony Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited), Continued:

 

 

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 produces crude oxide and crude metal that is shipped to Montana for finishing at the Thompson Falls, Montana, plant, or finished antimony metal that is sold directly to customers in the United States. 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.

 

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

 

Total Assets:	September 30, 2019	December 31, 2018
Antimony
United States	$2,062,312	$2,199,694
Mexico	12,412,737	12,824,292
Subtotal Antimony	14,475,049	15,023,986
Precious metals	581,314	615,719
Zeolite	1,916,963	1,917,418
Total	$16,973,326	$17,557,123

 

 

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2019	September 30, 2018	September 30, 2019	September 30, 2018
Capital expenditures:
Antimony
United States	$-	$-	$2,713	$-
Mexico	190,861	223,390	607,564	334,367
Subtotal Antimony	190,861	223,390	610,277	334,367
Precious Metals	4,095	-	17,247	40,988
Zeolite	9,304	13,793	50,313	36,216
Total	$204,260	$237,183	$677,837	$411,571