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UNITED STATES ANTIMONY CORP - Quarter Report: 2020 March (Form 10-Q)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2020
 
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission File No. 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
(Address of principal executive offices)
 
Registrant’s telephone number: (406 )827-3523
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
UAMY
NYSE American
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
 
Large Accelerated Filer ☐
Accelerated Filer ☐
Non-Accelerated Filer
Small Reporting Company
Emerging Growth Company ☐
 
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No
  
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
At May 15, 2020, the registrant had outstanding 69,911,436 shares of par value $0.01 common stock.
 

 
 
 
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2020
 
TABLE OF CONTENTS
 
 
 Page

 
 
1-14
 
 
15-17
 
 
17
 
 
17

 
 
 
 
 
 
18
 
 
18
 
 
18
 
 
18
 
 
18
 
 
18
 
 
19
 
 
CERTIFICATIONS
20--23
 
[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
 
 
 
March 31,
2020
 
 
December 31,
2019
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $23,068 
 $115,506 
Certificates of deposit
  254,212 
  253,552 
Accounts receivable
  229,692 
  284,453 
Inventories
  642,893 
  626,244 
Total current assets
  1,149,865 
  1,279,755 
 
    
    
Properties, plants and equipment, net
  12,056,838 
  12,186,848 
Restricted cash for reclamation bonds
  57,261 
  57,261 
IVA receivable and other assets
  168,028 
  170,111 
Total assets
 $13,431,992 
 $13,693,975 
 
    
    
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current liabilities:
    
    
    Checks issued and payable
 $73,735 
 $17,633 
Accounts payable
  2,304,449 
  2,328,977 
Due to factor
  17,227 
  10,880 
Accrued payroll, taxes and interest
  222,653 
  260,800 
Other accrued liabilities
  357,982 
  334,208 
Payables to related party
  297,799 
  359,309 
Deferred revenue
  32,400 
  32,400 
Notes payable to bank
  199,554 
  197,066 
Hillgrove advances payable (Note 10)
  378,074 
  378,074 
Long-term debt, current portion
  55,802 
  56,334 
Total current liabilities
  3,939,675 
  3,975,681 
 
    
    
Long-term debt, net of current portion
  66,388 
  76,762 
Hillgrove advances payable (Note 10)
  756,147 
  756,147 
Stock payable to directors for services
  162,500 
  134,375 
Asset retirement obligations and accrued reclamation costs
  286,522 
  283,868 
Total liabilities
  5,211,232 
  5,226,833 
Commitments and contingencies (Note 4 and 10)
    
    
 
    
    
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 $937,500 and $930,000
    
    
 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 $5,043,622 and $5,002,473
    
    
 respectively)
  17,509 
  17,509 
Common stock, $0.01 par value, 90,000,000 shares authorized;
    
    
69,911,436 and 69,661,436 shares issued and outstanding, respectively
  699,114 
  696,614 
Additional paid-in capital
  37,167,730 
  37,107,730 
Accumulated deficit
  (29,672,872)
  (29,363,990)
Total stockholders' equity
  8,220,760 
  8,467,142 
Total liabilities and stockholders' equity
 $13,431,992 
 $13,693,975 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
1
 
 
United States Antimony Corporation and Subsidiaries
 
 
 
Consolidated Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
 
 
March 31,
2020
 
 
March 31,
2019
 
 
 
 
 
 
 
 
REVENUES
 $1,742,991 
 $2,456,365 
 
    
    
COST OF REVENUES
  1,641,814 
  2,525,418 
 
    
    
GROSS PROFIT (LOSS)
  101,177 
  (69,053)
 
    
    
OPERATING EXPENSES:
    
    
   General and administrative
  199,971 
  205,174 
   Salaries and benefits
  94,969 
  232,668 
   Other operating expenses
  24,225 
  76,130 
   Professional fees
  84,958 
  100,742 
       TOTAL OPERATING EXPENSES
  404,123 
  614,714 
 
    
    
INCOME (LOSS) FROM OPERATIONS
  (302,946)
  (683,767)
 
    
    
OTHER INCOME (EXPENSE):
    
    
Interest income
  804 
  741 
Interest expense
  (4,748)
  (22,488)
Factoring expense
  (1,992)
  (1,946)
       TOTAL OTHER INCOME (EXPENSE)
  (5,936)
  (23,693)
 
    
    
NET LOSS
  (308,882)
  (707,460)
     Preferred dividends
  (12,162)
  (12,162)
 
    
    
Net loss available to common stockholders
 $(321,044)
 $(719,622)
 
    
    
Net income (loss) per share of
    
    
common stock:
    
    
Basic and diluted
 
 Nil
 
 $(0.01)
 
    
    
Weighted average shares outstanding:
    
    
Basic
  69,697,150 
  68,394,204 
Diluted
  69,697,150 
  68,394,204 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
2
 

United States Antimony Corporation and Subsidiaries
 
 
 
 
 
 
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
 
 
 
For the periods ended March 31, 2020 and and March 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Preferred Stock
 
 
Common Stock
 
 
Additional
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paid
 
 
Accumulated
 
 
Stockholders'
 
Quarter ended March 31, 2020
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
In Capital
 
 
Deficit
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, December 31, 2019
  2,678,909 
 $26,788 
  69,661,436 
 $696,614 
 $37,107,730 
 $(29,363,990)
 $8,467,142 
 
    
    
    
    
    
    
    
Issuance of common stock upon exercise of warrants (Note 10)
    
    
  250,000 
  2,500 
  60,000 
    
  62,500 
 
    
    
    
    
    
    
    
Net loss
    
    
    
    
    
  (308,882)
  (308,882)
Balances, March 31, 2020
  2,678,909 
 $26,788# 
  69,911,436 
 $699,114 
 $37,167,730 
 $(29,672,872)
 $8,220,760 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paid
 
 
Accumulated
 
 
Stockholders'
 
Quarter ended March 31, 2019
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
In Capital
 
 
Deficit
 
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances, December 31, 2018
  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 
 
    
    
    
    
    
    
    
Net loss
    
    
    
    
    
  (707,460)
  (707,460)
Balances, March 31, 2019
  2,678,909 
 $26,788# 
  68,427,171 
 $684,271 
 $36,540,874 
 $(26,398,559)
 $10,853,374 
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
3
 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
 
For the three months ended
 
Cash Flows From Operating Activities:
 
March 31,
2020
 
 
March 31,
2019
 
Net income (loss)
 $(308,882)
 $(707,460)
Adjustments to reconcile net income (loss) to net cash
    
    
 provided (used) by operating activities:
    
    
Depreciation and amortization
  226,281 
  223,273 
Amortization of debt discount
  - 
  18,037 
Accretion of asset retirement obligation
  2,654 
  1,537 
Common stock issued for services
  - 
  136,000 
Common stock payable for directors fees
  28,125 
  31,250 
Other, net
  (660)
  (598)
Change in:
    
    
Accounts receivable
  54,761 
  103,205 
Inventories
  (16,649)
  (132,387)
IVA receivable and other assets
  2,083 
  (34,018)
Accounts payable
  (24,528)
  119,082 
Accrued payroll, taxes and interest
  (38,147)
  103,426 
Other accrued liabilities
  23,774 
  24,099 
Payables to related party
  14,923 
  28,964 
Net cash provided (used) by operating activities
  (36,265)
  (85,590)
 
    
    
Cash Flows From Investing Activities:
    
    
Payment received on note receivable
  - 
  400,000 
Purchase of properties, plants and equipment
  (96,271)
  (312,568)
Net cash provided (used) by investing activities
  (96,271)
  87,432 
 
    
    
Cash Flows From Financing Activities:
    
    
Change in checks issued and payable
  56,102 
  (845)
Net borrowing from factor
  6,347 
  (11,084)
Payments on advances from related party
  (13,933)
  - 
Advance from related party, net
  - 
  125,200 
Borrowing on notes payable to bank, net
  2,488 
  - 
Principal paid on notes payable to bank
  - 
  (70,792)
Principal payments of long-term debt
  (10,906)
  (57,467)
Net cash provided (used) by financing activities
  40,098 
  (14,988)
NET INCREASE (DECREASE) IN CASH
    
    
    AND CASH EQUIVALENTS
  (92,438)
  (13,146)
Cash and cash equivalents and restricted cash at beginning of period
  172,767 
  113,897 
Cash and cash equivalents and restricted cash at end of period
 $80,329 
 $100,751 
 
    
    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    
    
Noncash investing and financing activities:
    
    
Common stock issued for services
    
 $136,000 
Payable to related party satisfied with exercise of stock purchase warrant (Note 10)
 $62,500 
    
.
The accompanying notes are an integral part of the consolidated financial statements.
 
 
 
4
 
PART I - FINANCIAL INFORMATION, CONTINUED:
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
1.
Basis of Presentation
 
The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three month period ended March 31, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020.
 
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, 2019.
 
Going Concern Consideration
 
At March 31, 2020, the Company’s consolidated financial statements show negative working capital of approximately $2.8 million and an accumulated deficit of approximately $29.7 million.  With the exception of 2018, the Company has incurred losses for the past several years.  The net income in 2018 was primarily due to non-recurring events which contributed approximately $2.5 million to net income. These factors indicate that there is substantial doubt regarding the ability to continue as a going concern for the next twelve months. 
 
Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations.  The abandonment of the mineral properties in Mexico in November 2019 resulted in the removal of approximately $1,500,000 of debt and the related payments which were $86,000 in 2019 and $193,000 in 2018.    The Company is confident it can make debt payments when due.  During 2019, the Company was successful in raising $404,199 from sale of shares of its common stock to fund capital projects in Mexico.   
 
The continuing losses are principally a result of the Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico.  To improve conditions, the Company plans to continue searching for areas to reduce these production costs.   Management expects improvement in cash flow in 2020 from the sale of precious metals extracted from the leach circuit scheduled to come on line in Mexico in the second half of 2020.  
 
There can be no assurance that management plans will alleviate the doubt regarding the Company’s ability to continue as a going concern over the next twelve months, particularly during the current period of market instability related to the COVID-19 pandemic.  If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.
 
 
5
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
2. 
Developments in Accounting Pronouncements
 
Accounting Standards Updates Adopted
 
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 was adopted as of January 1, 2020, and its adoption did not have a material impact on the Company’s consolidated financial statements.
 
Accounting Standards Updates to Become Effective in Future Periods
  
In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.
 
3. 
Income (Loss) Per Common Share
 
Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock and convertible preferred stock.
 
For the three months ended March 31, 2020 and 2019, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:
 
 
 
March 31,
2020
 
 
March 31,
2019
 
Warrants
  452,041 
  250,000 
Convertible preferred stock
  1,751,005 
  1,751,005 
Total possible dilution
  2,203,046 
  2,001,005 
 
4. 
Revenue Recognition
 
Products consist of the following:
 
Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal
Zeolite: includes coarse and fine zeolite crushed in various sizes
Precious Metals: includes unrefined and refined gold and silver
 
 
6
 
   
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
4.       
Revenue Recognition, Continued:
 
Sales of products for the three month periods ended March 31, 2020 and 2019, were as follows:
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2020
 
 
2019
 
Antimony
 $1,121,425 
 $1,705,823 
Zeolite
  559,360 
  726,015 
Precious metals
  62,206 
  24,527 
 
 $1,742,991 
 $2,456,365 
 
The following is sales information by geographic area based on the location of customers for the three-month periods ended March 31, 2020 and 2019
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2020
 
 
2019
 
United States
 $1,566,237 
 $2,244,400 
Canada
  176,754 
  211,965 
 
 $1,742,991 
 $2,456,365 
 
The following is sales information by geographic area based on the location of customers for the three month periods ended March 31, 2020 and 2019:
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2020
 
 
2019
 
Antimony
 $1,121,425 
 $1,705,823 
Zeolite
  559,360 
  726,015 
Precious metals
  62,206 
  24,527 
 
 $1,742,991 
 $2,456,365 
 
The following is sales information by geographic area based on the location of customers for the three-month periods ended March 31, 2020 and 2019
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2020
 
 
2019
 
United States
 $1,566,237 
 $2,244,400 
Canada
  176,754 
  211,965 
 
 $1,742,991 
 $2,456,365 
 
 
7
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
4.       
Revenue Recognition, Continued:
 
Sales of products to significant customers were as follows for the three month periods ended March 31, 2020 and 2019:
 
Sales to Three
 
 For the Period Ended
 
Largest Customers
 
March 31,
2020
 
 
March 31,
2019
 
Kohler Corporation
 $- 
 $458,094 
GE Chaplin, Inc.
  114,291 
  - 
Nyacol Technologies
  106,161 
  - 
East Penn Manufacturing
  - 
  157,328 
Mexichem Speciality Compounds
  413,993 
  684,011 
 
 $634,445 
 $1,299,433 
% of Total Revenues
  36.40%
  52.90%
 
Accounts receivable from largest customers were as follows at March 31, 2020 and December 31, 2019:
 
Largest
 
 
 
 
 
 
Accounts Receivable
 
March 31,
2020
 
 
December 31,
2019
 
Nutreco Canada Inc.
 $20,452 
 $21,219 
Ralco Mix Products
  16,600 
  - 
Lake Shore Gold
  - 
  27,854 
Teck North America Inc.
  78,869 
  - 
Commerce Industrial Chemical
  - 
  54,684 
 
 $115,921 
 $103,757 
% of Total Receivables
  50.47%
  36.48%
 
Our trade accounts receivable balance related to contracts with customers was $229,692 at March 31, 2020 and $284,453 at December 31, 2019. Our products do not involve any warranty agreements and product returns are not typical.
 
5.
Inventories
 
Inventories at March 31, 2020 and December 31, 2019 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 March 31, 2020 and December 31, 2019, is as follows:
 
 
March 31,
2020
 
 
December 31,
2019
 
Antimony Oxide
 $200,780 
 $204,550 
Antimony Concentrates
  - 
  5,654 
Antimony Ore
  151,841 
  151,841 
     Total antimony
  352,621 
  362,045 
Zeolite
  290,272 
  264,199 
 
 $642,893 
 $626,244 
 
Antimony oxide inventory consisted of finished product oxide held at the Company's plant in Montana. Antimony concentrates and ore were held primarily at sites in Mexico and are essentially raw material. The Company's zeolite inventory consists of salable zeolite material.
 
At March 31, 2020 and December 31, 2019, the antimony inventory in Mexico was valued at estimated net realizable value resulting in write-downs of $22,475 and $16,396, respectively.
 
 
8
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
6.
Accounts Receivable and Due to Factor
 
Accounts Receivble
 
March 31,
2020
 
 
December 31,
2019
 
Accounts receivable - non factored
 $212,465 
 $273,573 
Accounts receivable - factored with recourse
  17,227 
  10,880 
      Accounts receivable - net
 $229,692 
 $284,453 
 
Factoring fees paid by the Company for the three months ended March 31, 2020 and 2019 were $1,992 and $1,946, respectively. For the three months ended March 31, 2020 and 2019, net accounts receivable of approximately $75,000 and $58,000, resepectively were sold under the agreement with the factor.
 
7. 
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 term of one year, and as of March 31, 2020, 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 renewal is scheduled for renewal in June 2020.
 
8. 
Notes Payable to Bank
 
At March 31, 2020 and December 31, 2019, the Company had the following notes payable to bank:
 
 
 
March 31,
 
 
December 31,
 
 
 
2020
 
 
2019
 
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
 $99,923 
 $97,067 
 
    
    
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
  99,631 
  99,999 
 
    
    
Total notes payable to the bank
 $199,554 
 $197,066 
 
    
    
 
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.
 
 
9
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
 
9. 
Debt
 
Long-Term debt at March 31, 2020 and December 31, 2019 is as follows:
 
March 31,
 
 
December 31,
 
 
 
2020
 
 
2019
 
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.
 $91,700 
 $100,000 
Note payable to Cat Financial Services, bearing interest at 6%;
    
    
payable in monthly installments of $778; maturing
    
    
December 2022; collateralized by equipment.
  24,294 
  26,250 
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.
  50 
  700 
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 
  6,146 
 
  122,190 
  133,096 
Less current portion
  (55,802)
  (56,334)
Long-term portion
 $66,388 
 $76,762 
 
At March 31, 2020, principal payments on debt are due as follows:
 
12 Months Ending March 31,
 
Principal Payment
 
2021
  55,802 
2022
  41,803 
2023
  24,585 
 
 $122,190 
 
10. 
Related Party Transactions
 
The Company’s President and Chairman, John Lawrence, rents equipment to the Company and charges the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr. Lawrence owns. The amount due to Mr. Lawrence as of March 31, 2020 and December 31, 2019 was $171,898 and $156,975, respectively. Expenses paid to Mr. Lawrence for the three month periods ended March 31, 2020 and 2019 were $1,712 and $1,584, respectively
 
During 2019, Mr. Lawrence, advanced funds to the Company that had a balance at December 31, 2019 of $192,134. During the three month period ended March 31, 2020, the Company paid Mr. Lawrence $74,443 on these advances. A portion of this amount was in the form of the exercise of a warrant held by Mr. Lawrence for 250,000 shares of common stock at an exercise price of $0.25 or $62,500. The balance of the advances due to Mr. Lawrence at March 31, 2020 is $117,701.
 
John C. Gustaven, First Vice-President of the Company, has an advance due from the Company of $8,200 and $10,200, respectively, at March 31, 2020 and December 31, 2019.
  
 
10
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
 
11. 
Stockholder’s Equity
 
During the quarters ended March 31, 2020 and March 31, 2019, the Company accrued $28,125 and $31,250, 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 financial compensation has been reduced.
 
During the quarter ended March 31, 2020, the Company issued 250,000 shares of common stock to its president upon exercise of a warrant. See Note 10.
 
Warrants
 
At December 31, 2019, warrants for purchase of 250,000 shares of the Company’s common stock for $0.25 per share were outstanding and have no expiration date. These warrants were owned by the Company’s president. The warrants were exercised in the three month period ended March 31, 2020. See Note 10.
 
Warrants for purchase of 452,041 shares of the Company’s common stock were sold with shares of common stock in 2019.    The warrants have an exercise price of $0.65 per share and expire in 2022.   None have been exercised and all are outstanding at March 31, 2020 and December 31,2019.
 
12. 
Income Taxes
 
During the three month period ended March 31, 2020 and year ended December 31, 2019, 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 March 31, 2020 and December 31, 2019. Management estimates the effective tax rate at 0% for the current year.
 
In early 2019, the Company was notified by the Mexican tax authority (“SAT”) began its re-assessment of USAMSA’s 2013 income tax return. In November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $696,000 USD as of March 31, 2020. 
 
Management has reviewed the 2019 assessment notice from SAT and believes the findings have no merit. The Company has engaged a tax attorney in Mexico to defend its position. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. Management expects the appeal process to continue through 2020 and into 2021.
 
At March 31, 2020, management assessed the possible outcomes for this tax audit and believes, based on its discussions with its tax attorney in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount should be accrued at March 31, 2020 relating to this potential tax liability. There can be no assurance that the Company’s ultimate liability, if any, will not have a material adverse effect on the Company’s results of operations or financial position.
 
If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its net operating loss carryforward, or accrue penalties, interest, and tax associated with the assessment.
 
 
11
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
 
13. Hillgrove Advances Payable
 
On November 7, 2014, the Company entered into an advance and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) in which the Company was advanced funds from Hillgrove to build facilities to process Hillgrove antimony concentrate. The Company has not processed Hillgrove concentrate for the past two years. The agreement requires the Company to pay the advance balance after Hillgrove issues a stop notice. Payments would begin 90 days after the stop notice issue date and be made in six equal and quarterly installments. The balance of the advance liability due to Hillgrove was $1,134,221 at both March 31, 2020 and December 31, 2019. Hillgrove was acquired by Red River Resources LTD (“Red River”) during 2019. Although the Company has not received a stop notice through the date these financial statements were issued, management has determined that one might be forthcoming in 2020. Based on management’s assessment of likelihood and the payment terms of the agreement, $378,074 of the balance is classified as current as of March 31, 2020 and December 31, 2019.
 
14. 
Business Segments
 
The Company is currently organized and managed by four segments, which represent our operating units: United States antimony operations, Mexican antimony operations, precious metals recovery and United States zeolite operations.
 
The Puerto Blanco mill and the Madero smelter at the Company’s Mexico operation bring antimony up to an intermediate or finished stage, which may be sold directly or shipped to the United States operation for finishing at the Thompson Falls, Montana plant. The Puerto Blanco mill is the site of our crushing and flotation plant, and a cyanide leach plant which will recover precious metals after the ore goes through the crushing and flotation cycles. A precious metals recovery plant is operated in conjunction with the antimony processing plant at Thompson Falls, Montana, where a 99% precious metals mix will be produced. The zeolite operation produces zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and zeolite operations are to customers in the United States, although the Company does have a sales operation in Canada.
 
Segment disclosure regarding sales to major customers is located in Note 4.
 
Properties, plants
 
 
 
 
 
 
  and equipment, net:
 
March 31,
2020
 
 
December 31,
2019
 
Antimony
 
 
 
 
 
 
United States
 $1,646,827 
 $1,631,100 
Mexico
  8,386,700 
  8,800,820 
Subtotal Antimony
  10,033,527 
  10,431,920 
Precious metals
  877,446 
  567,738 
Zeolite
  1,145,865 
  1,187,190 
   Total
 $12,056,838 
 $12,186,848 
 
 
  For the three months ended      
Capital expenditures:
 
March 31, 2020
 
 
March 31, 2019
 
Antimony
 
 
 
 
 
 
United States
 $23,121 
 $1,345 
Mexico
  26,765 
  274,906 
Subtotal Antimony
  49,886 
  276,251 
Precious Metals
  38,521 
  6,754 
Zeolite
  7,864 
  29,563 
   Total
 $96,271 
 $312,568 
 
 
12
 
 
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
 
14.            
Business Segments, continued:
  
At March 31, 2020 and December 31, 2019, the Company had $841,503 and $1,306,579, respectively, of assets that were not yet placed in service and have not yet been depreciatied.
 
Segment Operations for the three
 
Antimony
 
 
Antimony
 
 
Total
 
 
Precious
 
 
Bear River
 
 
 
 
months ended March 31, 2020
 
USAC
 
 
Mexico
 
 
Antimony
 
 
Metals
 
 
Zeolite
 
 
Totals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 $1,121,425 
 $- 
 $1,121,425 
 $62,206 
 $559,360 
 $1,742,991 
 
    
    
    
    
    
    
Depreciation and amortization
  7,395 
  146,098 
  153,493 
  23,598 
  49,190 
  226,281 
 
    
    
    
    
    
    
Income (loss) from operations
  239,352 
  (719,066)
  (479,714)
  38,608 
  138,160 
  (302,946)
 
    
    
    
    
    
    
Other income (expense):
  (2,915)
  - 
  (2,915)
  - 
  (3,021)
  (5,936)
 
    
    
    
    
    
    
NET INCOME (LOSS)
 $236,437 
 $(719,066)
 $(482,629)
 $38,608 
 $135,139 
 $(308,882)
 
Segment Operations for the three
 
Antimony
 
 
Antimony
 
 
Total
 
 
Precious
 
 
Bear River
 
 
 
 
months ended March 31, 2019
 
USAC
 
 
Mexico
 
 
Antimony
 
 
Metals
 
 
Zeolite
 
 
Totals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 $1,705,823 
 $- 
 $1,705,823 
 $24,527 
 $726,015 
 $2,456,365 
 
    
    
    
    
    
    
Depreciation and amortization
  10,878 
  149,083 
  159,961 
  17,011 
  46,301 
  223,273 
 
    
    
    
    
    
    
Income (loss) from operations
  (52,096)
  (802,676)
  (854,772)
  7,516 
  163,489 
  (683,767)
 
    
    
    
    
    
    
Other income (expense):
  (1,367)
  (18,287)
  (19,654)
  - 
  (4,039)
  (23,693)
 
    
    
    
    
    
    
NET INCOME (LOSS)
 $(53,463)
 $(820,963)
 $(874,426)
 $7,516 
 $159,450 
 $(707,460)

15. Subsequent Events
 
On April 22, 2020, the Company received a loan of $443,400 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020.  The loan, which was in the form of a Note dated April 22, 2020 matures on April 22, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 22, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.  Qualifying expenses include payroll costs, costs used to continue group health care benefits, mortgage payments, rent, and utilities. The Company intends to use the entire loan amount for qualifying expenses.
 
ITEM 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition
 
COVID-19 Coronavirus Pandemic Response and Impact
 
Following the outbreak of the COVID-19 coronavirus global pandemic ("COVID-19") in early 2020, in March 2020 the U.S. Centers for Disease Control issued guidelines to mitigate the spread and health consequences of COVID-19. The Company implemented changes to its operations and business practices to follow the guidelines and minimize physical interaction, including using technology to allow employees to work from home when possible and altering production procedures and schedules, asset maintenance, and limiting discretionary spending.  As long as they are required, the operational practices implemented could have an adverse impact on our operating results due to deferred production and revenues or additional costs.  The negative impact of COVID-19 remains uncertain, including on overall business and market conditions.  There is uncertainty related to the potential additional impacts COVID-19 could have on our operations and financial results for the year.
 
 
13
 
 
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.
 
Antimony - Combined USA
 
1st Quarter
 
 
1st Quarter
 
   and Mexico
 
2020
 
 
2019
 
Lbs of Antimony Metal USA
  166,908 
  233,596 
Lbs of Antimony Metal Mexico:
  128,545 
  209,552 
   Total Lbs of Antimony Metal Sold
  295,453 
  443,148 
Average Sales Price/Lb Metal
 $3.06 
 $3.85 
Net loss/Lb Metal
 $(1.63)
 $(1.97)
 
    
    
Gross antimony revenue - net of discount
 $902,746 
 $1,705,823 
Tri-sulfide revenue
  218,679 
  - 
     Total revenue
 $1,121,425 
 $1,705,823 
 
    
    
Cost of sales-domestic
  (533,289)
  (1,179,804)
Cost of sales-Mexico
  (684,061)
  (784,160)
Operating expenses
  (383,789)
  (596,631)
Non-operating expenses
  (2,915)
  (19,654)
 
  (1,604,054)
  (2,580,249)
 
    
    
Net loss - antimony
  (482,629)
  (874,426)
Depreciation,& amortization
  153,493 
  159,961 
   EBITDA - antimony
 $(329,136)
 $(714,465)
 
    
    
Precious Metals
    
    
Ounces sold
    
    
  Gold
  15 
  6 
  Silver
  5,048 
  1,724 
 
    
    
Gross precious metals revenue
 $62,206 
 $24,527 
Production costs, royalties, and shipping costs
  (23,598)
  (17,011)
Net income - precious metals
  38,608 
  7,516 
Depreciation
  23,598 
  17,011 
   EBITDA - precious metals
 $62,206 
 $24,527 
 
    
    
Zeolite
    
    
Tons sold
  2,809 
  3,841 
Average Sales Price/Ton
 $199.13 
 $189.02 
Net income (Loss)/Ton
 $48.11 
 $41.51 
 
    
    
Gross zeolite revenue
 $559,360 
 $726,015 
Cost of sales
  (400,866)
  (544,443)
Operating expenses
  (20,334)
  (18,083)
Non-operating expenses
  (3,021)
  (4,039)
Net income - zeolite
  135,139 
  159,450 
Depreciation
  49,190 
  46,301 
   EBITDA - zeolite
 $184,329 
 $205,751 
 
    
    
Company-wide
    
    
Gross revenue
 $1,742,991 
 $2,456,365 
Production costs
  (1,641,814)
  (2,525,418)
Operating expenses
  (404,123)
  (614,714)
Non-operating expenses
  (5,936)
  (23,693)
Net income (loss)
  (308,882)
  (707,460)
Depreciation,& amortization
  226,281 
  223,273 
   EBITDA
 $(82,601)
 $(484,187)
 
 
14
 
 
PART I - FINANCIAL INFORMATION, CONTINUED:
 
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition, continued:
 
Company-Wide
 
For the first quarter of 2020, we recognized a net loss of $308,882 on sales of $1,742,991, compared to a net loss of $707,460 in the first quarter of 2019, on sales of $2,456,365. In addition to normal operating costs, the loss in the first quarter of 2020 was significantly impacted by supply constrictions and the decrease in the market price for antimony.
 
For the first quarter of 2020, EBITDA was a negative $82,601 compared to a negative $484,187 for the same period of 2019.
 
Net non-cash expense items totaled $260,185 for the first quarter of 2020 and included $226,281 for depreciation and amortization, $31,250 for director compensation and $2,654 for other items.
 
Net non-cash expense items totaled $410,347 for 2019 and included $223,273 for depreciation and amortization, $18,037 for amortization of debt discount, $28,125 for director compensation, $136,000 for stock issued for employment, and $1,787 for other items.
 
For the first quarter of 2020, general and administrative expenses were $199,971 compared to $205,174 for the same period of 2019.
 
Antimony
 
For the three months ended March 31, 2020, we sold 295,453 pounds of antimony compared to 443,148 pounds for the three months ended March 31, 2019. The raw material received from our North American supplier decreased by approximately 67,000 pounds for the three months ended March 31, 2020, compared to the same quarter for 2019. We had a decrease in raw material of approximately 81,000 pounds from Mexico for the first quarter of 2020 compared to the same quarter for 2019. The decrease in Mexican raw material was primarily a result of utilizing available cash to finish the Puerto Blanco precious metals plant.
 
The average sales price of antimony during the three months ended March 31, 2020 was $3.06 per pound compared to $3.85 during the same period in 2019.
 
Precious Metals
 
The caustic leach of flotation concentrates from Los Juarez has been successful, and the cyanide leach plant at Puerto Blanco is on schedule to start the pilot production of Los Juarez gold, silver, and antimony during the third quarter of 2020.
 
For the three months ended March 31, 2020, income for precious metals from North American sources was $62,206, compared to $24,527 for the same period of 2019.
 
The estimated recovery of precious metals per metric ton, after the caustic leach and cyanide leach circuits, is as follows:
 
Schedule of Los Juarez recovery values
 
Assay
 
 
Recovery
 
 
Value
 
 
Value/Mt
 
 
  0.035 opmt 
  90% 
 $1700/oz 
 $54.00 
 
  3.27 opmt 
  90% 
 $15.00/oz 
 $44.00 
 
  0.652% 
  70% 
  3.05/lb 
 $30.68 
Total



 $128.68 
 



    
 
 
15
 
 
Current and prior years’ revenue from precious metals is as follows:
 
Precious Metal Sales Silver/Gold
 
For the three months ended March 31,
 
Montana
 
2020
 
 
2019
 
Ounces Gold Shipped (Au)
  14.91 
  6.45 
Ounces Silver Shipped (Ag)
  5,047.66 
  1,724.40 
 Total Revenues
 $62,206 
 $24,527 
 
Bear River Zeolite (BRZ)
 
For the three months ended March 31, 2020, BRZ sold 2,809 tons of zeolite compared to 3,841 tons in the same period of 2019, down 1,032 tons (27%).
 
BRZ realized net income of $135,139 after depreciation of $49,190 in the first quarter of 2020, compared to a net income of $159,450 after depreciation of $46,301 for the same quarter of 2019.
 
BRZ realized an EBITDA for the three months ended March 31, 2020 of $184,329, compared to $205,571for the same period in 2019.
 
We are anticipating continued growth in all areas of zeolite sales.
 
Financial Position
 
Financial Condition and Liquidity
 
March 31, 2020
 
 
December 31, 2019
 
 
 
 
 
 
 
 
Current assets
 $1,149,865 
 $1,279,755 
Current liabilities
  (3,939,675)
  (3,975,681)
   Net Working Capital
 $(2,789,810)
 $(2,695,926)
 
 
 
 For the Three Months Ended
 
 
 
March 31, 2020
 
 
March 31, 2019
 
Cash provided (used) by operations
 $(36,265)
 $(85,590)
Cash provided (used) by investing:
    
    
Cash used for capital outlay
  (96,271)
  (312,568)
Payment received on note receivable
  - 
  400,000 
Cash provided (used) by financing:
    
    
Net payments (to) from factor
  6,347 
  (11,084)
Payments on notes payable to bank
  - 
  (70,792)
Proceeds from notes payable to bank
  2,488 
  - 
Principal paid on long-term debt
  (10,906)
  (57,467)
Advances from related party
  - 
  125,200 
Payments on advances from related party
  (13,933)
  - 
Checks issued and payable
  56,102 
  (845)
             Net change in cash and restricted cash
 $(92,438)
 $(13,146)
 
 
16
 
 
Our net working capital decreased by approximately $94,000 from December 31, 2019. Our cash and cash equivalents decreased by approximately $92,000 during the same period. The decrease in our net working capital was mostly due to the decrease in the price of antimony. We spent approximately $96,000 for capital items, and our long term debt decreased by approximately $11,000. We have estimated commitments for construction and improvements of less than $100,000 to finish building and installing the precious metals leach circuits. We believe that with our current cash balance, along with the future cash flow from operations and operating agreements, we have adequate liquid assets to meet these commitments and service our debt for the next twelve months. We have lines of credit of $199,998 which have been drawn down by $199,554 at March 31, 2020.
 
At March 31, 2020, the Company’s consolidated financial statements show negative working capital of approximately $2.8 million and an accumulated deficit of approximately $29.7 million.  With the exception of 2018, the Company has incurred losses for the past several years.  The net income in 2018 was primarily due to non-recurring events which contributed approximately $2.5 million to net income. These factors indicate that there is substantial doubt regarding the ability to continue as a going concern for the next twelve months. 
 
Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations.  The abandonment of the mineral properties in Mexico in November 2019 resulted in the removal of approximately $1,500,000 of debt and the related payments which were $86,000 in 2019 and $193,000 in 2018.    The Company is confident it can make debt payments when due.  During 2019, the Company was successful in raising $404,199 from sale of shares of its common stock to fund capital projects in Mexico.   
 
The continuing losses are principally a result of the Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico.  To improve conditions, the Company plans to continue searching for areas to reduce these production costs.   Management expects improvement in cash flow in 2020 from the sale of precious metals extracted from the leach circuit scheduled to come on line in Mexico in the second half of 2020.  
 
There can be no assurance that management plans will alleviate the doubt regarding the Company’s ability to continue as a going concern over the next twelve months, particularly during the current period of market instability related to the COVID-19 pandemic.  If the going concern assumption were not appropriate for these financial statements, then adjustments would be necessary to the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.
 
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk
 
None
 
ITEM 4. Controls and Procedures
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our 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 March 31, 2020. It was determined that there were material weaknesses affecting our disclosure controls and procedures and, as a result of those weaknesses, our disclosure controls and procedures were not effective as of March 31, 2020. 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 March 31, 2020.
 
 
17
 
 
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
 
 
 
18
 
 
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)
 
 
 
 
 
Date: May 15, 2020
By:  
/s/ John C. Lawrence  
 
 
 
John C. Lawrence
 
 
 
 Director and President      
(Principal Executive)  
 
 
 
       
 
Date: May 15, 2020 
By: 
/s/ Daniel L. Parks        
 
 
 
Daniel L. Parks       
 
 
 
Chief Financial Officer
 
 
 
19