UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) | |
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Commission File No. ☒ Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the quarterly period ended March 31, 2022
☐Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the transition period ________ to ________
COMMISSION FILE NUMBER001-08675
UNITED STATES ANTIMONY CORPORATION |
(Exact name of |
Montana |
| 81-0305822 | |
(State or other jurisdiction of incorporation or organization) |
|
Identification No.) | |
P.O. Box 643 Thompson Falls, MT | 59873 | ||
(Address of principal executive office) | (Postal Code) |
P.O. Box 643, Thompson Falls, Montana(406) 827-3523
(Address of principal executive offices)
Registrant’sIssuer's telephone number: (406 )827-3523
Securities registered pursuant to Section 12(g) of the Act:number)
Title of Each Class |
| Trading | Name of Each Exchange on Which Registered | |||
Common Stock, $0.01 par value |
| UAMY | NYSE American |
CheckIndicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 markcheckmark whether the registrant has submitted electronically and posted on its corporate Web site,Website, 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)filed). Yes ☒ No ☐
Indicate by check markcheckmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “largeand large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Act (Check one):
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | ||
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| ☒ | ||
Emerging Growth Company | ☐ |
IndicatedIf 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 in Rule 12b-2 of the Exchange Act):. Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
At November 15, 2021, the registrant had outstanding 106,117,844As of May 16, 2022, there were 106,240,361 shares of registrant’s common stock, $0.01 par value, $0.01 common stock.issued and outstanding.
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED SEPTEMBER 30, 2021Contents
TABLE OF CONTENTS
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[The balance of this page has been intentionally left blank.]
Page 2 of 25 |
Table of Contents |
PART I-FINANCIALI - FINANCIAL INFORMATION
ItemITEM 1. Financial StatementsFINANCIAL STATEMENTS
United States Antimony Corporation and Subsidiaries | ||||||||
Condensed Consolidated Balance Sheets (Unaudited) | ||||||||
September 30, 2021 and December 31, 2020 | ||||||||
ASSETS | ||||||||
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| September 30, 2021 |
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| December 31, 2020 |
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Current assets: |
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Cash and cash equivalents |
| $ | 21,563,500 |
|
| $ | 665,102 |
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Certificates of deposit |
|
| 44,028 |
|
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| 254,212 |
|
Accounts receivable |
|
| 722,727 |
|
|
| 238,634 |
|
Inventories (Note 5) |
|
| 733,956 |
|
|
| 650,213 |
|
Total current assets |
|
| 23,064,211 |
|
|
| 1,808,161 |
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Properties, plants and equipment, net (Note 13) |
|
| 11,176,469 |
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| 11,225,594 |
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Restricted cash for reclamation bonds |
|
| 57,275 |
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| 57,275 |
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IVA receivable and other assets |
|
| 239,084 |
|
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| 208,472 |
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Total assets |
| $ | 34,537,039 |
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| $ | 13,299,502 |
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: |
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Checks issued and payable |
| $ | 0 |
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| $ | 86,685 |
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Accounts payable |
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| 1,252,846 |
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| 1,876,874 |
|
Accrued liabilities (Note 6) |
|
| 571,209 |
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| 635,626 |
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Payables to related party (Note 9) |
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| - |
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| 227,432 |
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Notes payable to bank (Note 7) |
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| 0 |
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| 100,000 |
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Export tax assessment payable (Note 11) |
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| 0 |
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| 1,120,730 |
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Hillgrove advances payable (Note 12) |
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| 0 |
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|
| 378,074 |
|
Long-term debt, current portion (Note 8) |
|
| 0 |
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|
| 52,122 |
|
Total current liabilities |
|
| 1,824,055 |
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| 4,477,543 |
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Long-term debt, net of current portion (Note 8) |
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| 0 |
|
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| 34,304 |
|
Hillgrove advances payable (Note 12) |
|
| 0 |
|
|
| 756,147 |
|
CARES Act note payable (Note 14) |
|
| 0 |
|
|
| 443,400 |
|
Stock payable to directors for services (Note 10) |
|
| 84,375 |
|
|
| 110,000 |
|
Asset retirement obligations and accrued reclamation costs |
|
| 296,916 |
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| 291,719 |
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Total liabilities |
|
| 2,205,346 |
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| 6,113,113 |
|
Commitments and contingencies (Note 6 and 11) |
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Stockholders' equity: |
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Preferred stock $0.01 par value, 10,000,000 shares authorized: |
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Series A: -0- shares issued and outstanding |
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| 0 |
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| 0 |
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Series B: 750,000 shares issued and outstanding (liquidation preference $945,000 and $937,500 respectively) |
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| 7,500 |
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| 7,500 |
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Series C: 177,904 shares issued and outstanding (liquidation preference $97,847 both years) |
|
| 1,779 |
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| 1,779 |
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Series D: 1,751,005 shares issued and outstanding (liquidation preference $5,084,770 and $5,043,622 respectively) |
|
| 17,509 |
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| 17,509 |
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Common stock, $0.01 par value, 150,000,000 shares authorized; 106,117,844 and 75,949,757 shares issued and outstanding, respectively |
|
| 1,061,177 |
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| 759,496 |
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Additional paid-in capital |
|
| 63,992,101 |
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| 39,050,899 |
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Accumulated deficit |
|
| (32,748,373 | ) |
|
| (32,650,794 | ) |
Total stockholders' equity |
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| 32,331,693 |
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| 7,186,389 |
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Total liabilities and stockholders' equity |
| $ | 34,537,039 |
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| $ | 13,299,502 |
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UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
|
| March 31, 2022 |
|
| December 31, 2021 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | 21,334,353 |
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| $ | 21,363,048 |
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Certificates of deposit |
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| 259,210 |
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| 259,210 |
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Accounts receivable |
|
| 1,475,853 |
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| 891,314 |
|
Inventories (NOTE 5) |
|
| 1,026,980 |
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| 1,055,420 |
|
Total current assets |
|
| 24,096,396 |
|
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| 23,568,992 |
|
Properties, plants and equipment, net |
|
| 11,102,124 |
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| 11,133,733 |
|
Restricted cash for reclamation bonds |
|
| 57,281 |
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| 57,281 |
|
IVA receivable and other assets |
|
| 283,744 |
|
|
| 242,721 |
|
Total assets |
| $ | 35,539,545 |
|
| $ | 35,002,727 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
| $ | 1,107,574 |
|
| $ | 1,385,752 |
|
Accrued liabilities |
|
| 624,817 |
|
|
| 621,873 |
|
Long-term debt, current portion |
|
| 12,287 |
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|
| 13,230 |
|
Total current liabilities |
|
| 1,744,678 |
|
|
| 2,020,855 |
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Long-term debt, net of current portion |
|
| 198,806 |
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| 201,920 |
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Stock payable to directors for services |
|
| 140,625 |
|
|
| 112,500 |
|
Asset retirement obligations and accrued reclamation costs (NOTE 7) |
|
| 300,381 |
|
|
| 298,649 |
|
Total liabilities |
|
| 2,384,490 |
|
|
| 2,633,924 |
|
COMMITMENTS AND CONTINGENCIES (NOTE 9) |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, $0.01 par value; 10,000,000 shares authorized: |
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Series A: 0 shares issued and outstanding |
|
| 0 |
|
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| 0 |
|
Series B: 750,000 shares issued and outstanding (liquidation preference $954,375 and $952,500, respectively) |
|
| 7,500 |
|
|
| 7,500 |
|
Series C: 177,904 shares issued and outstanding (liquidation preference $97,847 both periods) |
|
| 1,779 |
|
|
| 1,779 |
|
Series D: 1,692,672 shares issued and outstanding (liquidation preference $4,979,632) |
|
| 16,926 |
|
|
| 16,926 |
|
Common stock, $.001 par value; 300,000,000 shares authorized; 106,240,361 shares issued and outstanding |
|
| 1,062,402 |
|
|
| 1,062,402 |
|
Additional paid-in capital |
|
| 63,991,459 |
|
|
| 63,991,459 |
|
Accumulated deficit |
|
| (31,925,011 | ) |
|
| (32,711,263 | ) |
Total stockholders’ equity |
| �� | 33,155,055 |
|
|
| 32,368,803 |
|
Total liabilities and stockholders’ equity |
| $ | 35,539,545 |
|
| $ | 35,002,727 |
|
The accompanying notes are an integral part of thethese condensed consolidated unaudited financial statements.
Page 3of 25 |
Table of Contents |
United States Antimony Corporation and Subsidiaries |
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Condensed Consolidated Statements of Operations - Unaudited |
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| For the three months ended |
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| For the nine months ended |
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| September 30, 2021 |
|
| September 30, 2020 |
|
| September 30, 2021 |
|
| September 30, 2020 |
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REVENUES |
| $ | 2,051,713 |
|
| $ | 1,007,231 |
|
| $ | 5,580,562 |
|
| $ | 4,335,413 |
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COST OF REVENUES |
|
| 1,950,504 |
|
|
| 1,442,322 |
|
|
| 5,070,798 |
|
|
| 4,685,388 |
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|
GROSS PROFIT (LOSS) |
|
| 101,209 |
|
|
| (435,091 | ) |
|
| 509,764 |
|
|
| (349,975 | ) |
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OPERATING EXPENSES: |
|
|
|
|
|
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|
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|
|
|
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General and administrative |
|
| 112,744 |
|
|
| 110,051 |
|
|
| 572,905 |
|
|
| 429,973 |
|
Salaries and benefits |
|
| 72,200 |
|
|
| 82,308 |
|
|
| 226,137 |
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|
| 288,455 |
|
Site care and maintenance expenses |
|
| 0 |
|
|
| 0 |
|
|
| 184,037 |
|
|
| 24,250 |
|
Professional fees |
|
| 28,227 |
|
|
| 43,557 |
|
|
| 212,563 |
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|
| 161,167 |
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Loss on abandonment of mineral properties |
|
| 0 |
|
|
| 318,502 |
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|
| 0 |
|
|
| 318,502 |
|
TOTAL OPERATING EXPENSES |
|
| 213,171 |
|
|
| 554,418 |
|
|
| 1,195,642 |
|
|
| 1,222,347 |
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LOSS FROM OPERATIONS |
|
| (111,962 | ) |
|
| (989,509 | ) |
|
| (685,878 | ) |
|
| (1,572,322 | ) |
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OTHER INCOME (EXPENSE): |
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|
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Interest income |
|
| 13,320 |
|
|
| 19 |
|
|
| 35,202 |
|
|
| 854 |
|
Interest expense |
|
| (590 | ) |
|
| (3,750 | ) |
|
| (3,725 | ) |
|
| (14,937 | ) |
Gain on forgiveness of CARES Act debt (Note 14) |
|
| 0 |
|
|
| 0 |
|
|
| 443,400 |
|
|
| 0 |
|
Grant income |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 10,000 |
|
Gain on settlement of Hillgrove advance (Note 12) |
|
| 0 |
|
|
| 0 |
|
|
| 113,422 |
|
|
| 0 |
|
TOTAL OTHER INCOME (EXPENSE) |
|
| 12,730 |
|
|
| (3,731 | ) |
|
| 588,299 |
|
|
| (4,083 | ) |
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NET LOSS |
|
| (99,232 | ) |
|
| (993,240 | ) |
|
| (97,579 | ) |
|
| (1,576,405 | ) |
Preferred dividends |
|
| (12,162 | ) |
|
| (12,162 | ) |
|
| (36,487 | ) |
|
| (36,487 | ) |
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Net loss available to common stockholders |
| $ | (111,394 | ) |
| $ | (1,005,402 | ) |
| $ | (134,066 | ) |
| $ | (1,612,892 | ) |
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Net loss per share of |
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common stock: |
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Basic and diluted |
| Nil |
|
| $ | (0.01 | ) |
| Nil |
|
| $ | (0.02 | ) | ||
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Weighted average shares outstanding: |
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|
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Basic and diluted |
|
| 106,117,844 |
|
|
| 73,240,218 |
|
|
| 101,642,048 |
|
|
| 71,033,733 |
|
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
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| For the three months ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
REVENUE |
| $ | 3,580,306 |
|
| $ | 1,253,287 |
|
COST OF REVENUE |
|
| 2,440,918 |
|
|
| 1,041,130 |
|
GROSS PROFIT |
|
| 1,139,388 |
|
|
| 212,157 |
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
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General and administrative |
|
| 160,681 |
|
|
| 170,050 |
|
Salaries and benefits |
|
| 73,135 |
|
|
| 76,659 |
|
Other operating expenses |
|
| 3,915 |
|
|
| 184,037 |
|
Professional fees |
|
| 122,077 |
|
|
| 123,137 |
|
TOTAL OPERATING EXPENSES |
|
| 359,808 |
|
|
| 553,883 |
|
INCOME (LOSS) FROM OPERATIONS |
|
| 779,580 |
|
|
| (341,726 | ) |
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
Interest expense |
|
| (2,982 | ) |
|
| (2,255 | ) |
Interest income |
|
| 9,654 |
|
|
| 8,493 |
|
TOTAL OTHER INCOME (EXPENSE) |
|
| 6,672 |
|
|
| 6,238 |
|
NET INCOME (LOSS) |
|
| 786,252 |
|
|
| (335,488 | ) |
Preferred dividends |
|
| (11,819 | ) |
|
| (12,162 | ) |
Net income (loss) available to common stockholders |
| $ | 774,432 |
|
| $ | (347,650 | ) |
Net income (loss) per share of common stock: |
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|
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Basic and diluted |
| $ | 0.01 |
|
| Nil |
| |
Weighted average shares outstanding: |
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|
|
|
|
|
|
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Basic |
|
| 106,240,361 |
|
|
| 92,711,336 |
|
Diluted |
|
| 106,389,761 |
|
|
| 92,711,336 |
|
The accompanying notes are an integral part of thethese condensed consolidated unaudited financial statements.
Page 4 |
United States Antimony Corporation and Subsidiaries |
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Condensed Consolidated Statement of Changes in Stockholders' Equity |
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For the periods ended September 30, 2021 and September 30, 2020 |
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| |||||||||||||||||||
(Unaudited) |
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| |||||||||||||||
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| Total Preferred Stock |
|
| Common Stock |
|
| Additional |
|
|
|
| Total |
| ||||||||||||||
|
|
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| Paid |
|
| Accumulated |
|
| Stockholders' |
| |||||||||||
Three months ended September 30,2021 |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| In Capital |
|
| Deficit |
|
| Equity |
| |||||||
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| |||||||
Balances, July 1, 2021 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 106,005,234 |
|
| $ | 1,060,051 |
|
| $ | 63,883,227 |
|
| $ | (32,649,141 | ) |
| $ | 32,320,925 |
|
Issuance of common stock to Directors (Note 10) |
|
| - |
|
|
| 0 |
|
|
| 112,610 |
|
|
| 1,126 |
|
|
| 108,874 |
|
|
| 0 |
|
|
| 110,000 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (99,232 | ) |
|
| (99,232 | ) |
Balances, September 30, 2021 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 106,117,844 |
|
| $ | 1,061,177 |
|
| $ | 63,992,101 |
|
| $ | (32,748,373 | ) |
| $ | 32,331,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Preferred Stock |
|
| Common Stock |
|
| Additional |
|
|
|
|
|
| Total |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paid |
|
| Accumulated |
|
| Stockholders' |
| |||
Three months ended September 30,2020 |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| In Capital |
|
| Deficit |
|
| Equity |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, July 1, 2020 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 70,206,899 |
|
| $ | 702,068 |
|
| $ | 37,295,259 |
|
| $ | (29,947,155 | ) |
| $ | 8,076,960 |
|
Issuance of common stock and warrants for cash |
|
| - |
|
|
| 0 |
|
|
| 5,742,858 |
|
|
| 57,428 |
|
|
| 1,952,572 |
|
|
| 0 |
|
|
| 2,010,000 |
|
Common stock issuance costs |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| (196,932 | ) |
|
| 0 |
|
|
| (196,932 | ) |
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (993,240 | ) |
|
| (993,240 | ) |
Balances, September 30, 2020 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 75,949,757 |
|
| $ | 759,496 |
|
| $ | 39,050,899 |
|
| $ | (30,940,395 | ) |
| $ | 8,896,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Preferred Stock |
|
|
Common Stock |
|
| Additional |
|
| Total |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paid |
|
| Accumulated |
|
| Stockholders' |
| |||
Nine months ended September 30,2021 |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| In Capital |
|
| Deficit |
|
| Equity |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, January 1, 2021 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 75,949,757 |
|
| $ | 759,496 |
|
| $ | 39,050,899 |
|
| $ | (32,650,794 | ) |
| $ | 7,186,389 |
|
Issuance of common stock for cash (Note 10) |
|
| - |
|
|
| 0 |
|
|
| 26,290,000 |
|
|
| 262,900 |
|
|
| 24,734,100 |
|
|
| 0 |
|
|
| 24,997,000 |
|
Issuance of common stock to Directors (Note 10) |
|
| - |
|
|
| 0 |
|
|
| 112,610 |
|
|
| 1,126 |
|
|
| 108,874 |
|
|
| 0 |
|
|
| 110,000 |
|
Common stock issuance costs (Note 10) |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| (1,654,820 | ) |
|
| 0 |
|
|
| (1,654,820 | ) |
Common stock issued upon exercise of warrants (Note 10) |
|
| - |
|
|
| 0 |
|
|
| 3,765,477 |
|
|
| 37,655 |
|
|
| 1,753,048 |
|
|
| 0 |
|
|
| 1,790,703 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (97,579 | ) |
|
| (97,579 | ) |
Balances, September 30, 2021 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 106,117,844 |
|
| $ | 1,061,177 |
|
| $ | 63,992,101 |
|
| $ | (32,748,373 | ) |
| $ | 32,331,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Preferred Stock |
|
| Common Stock |
|
| Additional |
|
| Total |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Paid |
|
| Accumulated |
|
| Stockholders' |
| |||
Nine months ended September 30,2020 |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| In Capital |
|
| Deficit |
|
| Equity |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, January 1, 2020 |
|
| 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 |
|
| - |
|
|
| 0 |
|
|
| 250,000 |
|
|
| 2,500 |
|
|
| 60,000 |
|
|
| 0 |
|
|
| 62,500 |
|
Issuance of common stock to Directors |
|
| - |
|
|
| 0 |
|
|
| 295,463 |
|
|
| 2,954 |
|
|
| 127,529 |
|
|
| 0 |
|
|
| 130,483 |
|
Issuance of common stock and warrants for cash |
|
| - |
|
|
| 0 |
|
|
| 5,742,858 |
|
|
| 57,428 |
|
|
| 1,952,572 |
|
|
| 0 |
|
|
| 2,010,000 |
|
Common stock issuance costs |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| (196,932 | ) |
|
| 0 |
|
|
| (196,932 | ) |
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| (1,576,405 | ) |
|
| (1,576,405 | ) |
Balances, September 30, 2020 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 75,949,757 |
|
| $ | 759,496 |
|
| $ | 39,050,899 |
|
| $ | (30,940,395 | ) |
| $ | 8,896,788 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
Table of Contents |
United States Antimony Corporation and Subsidiaries | ||||||||
Condensed Consolidated Statements of Cash Flows - Unaudited | ||||||||
|
| For the nine months ended |
| |||||
Cash Flows From Operating Activities: |
| September 30, 2021 |
|
| September 30, 2020 |
| ||
Net loss |
| $ | (97,579 | ) |
| $ | (1,576,405 | ) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 665,604 |
|
|
| 667,298 |
|
Loss on abandonment of mineral properties |
|
|
|
|
|
| 318,502 |
|
Accretion of asset retirement obligation |
|
| 5,197 |
|
|
| 6,118 |
|
Common stock payable for directors fees |
|
| 84,375 |
|
|
| 89,858 |
|
Gain on settlement of Hillgrove advance |
|
| (113,422 | ) |
|
| 0 |
|
Gain on forgiveness of Cares Act debt |
|
| (443,400 | ) |
|
| 0 |
|
Other non-cash items |
|
| 0 |
|
|
| (661 | ) |
Change in: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (484,093 | ) |
|
| 62,399 |
|
Inventories |
|
| (83,743 | ) |
|
| 61,194 |
|
IVA receivable and other assets |
|
| (30,612 | ) |
|
| 10,119 |
|
Accounts payable |
|
| (624,028 | ) |
|
| (252,183 | ) |
Accrued liabilities |
|
| (64,417 | ) |
|
| 25,769 |
|
Export tax assessment payable |
|
| (1,120,730 | ) |
|
| 0 |
|
Payables to related parties |
|
| (171,016 | ) |
|
| 21,405 |
|
Net cash used by operating activities |
|
| (2,477,864 | ) |
|
| (566,587 | ) |
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|
|
Proceeds from redemption of certificates of deposit |
|
| 210,184 |
|
|
| 0 |
|
Purchase of properties, plants and equipment |
|
| (616,479 | ) |
|
| (220,455 | ) |
Net cash used by investing activities |
|
| (406,295 | ) |
|
| (220,455 | ) |
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
Change in checks issued and payable |
|
| (86,685 | ) |
|
| (2,879 | ) |
Net proceeds from (payments to) factor |
|
| 0 |
|
|
| (5,032 | ) |
Payments on advances from related party |
|
| (56,416 | ) |
|
| (64,650 | ) |
Proceeds from note payable-SBA |
|
| 0 |
|
|
| 443,400 |
|
Proceeds from issuance of common stock, net of issuance costs |
|
| 23,342,180 |
|
|
| 1,813,068 |
|
Proceeds from exercise of warrants |
|
| 1,790,703 |
|
|
| 0 |
|
Payments on Hillgrove advances payable |
|
| (1,020,799 | ) |
|
| 0 |
|
Borrowing on notes payable to bank |
|
| 0 |
|
|
| (46,270 | ) |
Principal paid on notes payable to bank |
|
| (100,000 | ) |
|
| 0 |
|
Principal payments of long-term debt |
|
| (86,426 | ) |
|
| (30,876 | ) |
Net cash provided by financing activities |
|
| 23,782,557 |
|
|
| 2,106,761 |
|
NET INCREASE IN CASH AND CASH |
|
|
|
|
|
|
|
|
EQUIVALENTS AND RESTRICTED CASH |
|
| 20,898,398 |
|
|
| 1,319,719 |
|
Cash and cash equivalents and restricted cash at beginning of period |
|
| 722,377 |
|
|
| 172,767 |
|
Cash and cash equivalents and restricted cash at end of period |
| $ | 21,620,775 |
|
| $ | 1,492,486 |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Common stock payable issued to directors (Note 10) |
| $ | 110,000 |
|
| $ | 130,483 |
|
Payable to related party satisfied with issuance of stock (Note 10) |
| $ | 0 |
|
| $ | 62,500 |
|
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the three months ended March 31, 2022 and 2021 |
|
| Total Preferred Stock |
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
| Total Stockholders’ |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Paid in Capital |
|
| Deficit |
|
| Equity |
| |||||||
BALANCE, December 31, 2020 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 75,949,757 |
|
| $ | 759,496 |
|
| $ | 39,050,899 |
|
| $ | (32,650,794 | ) |
| $ | 7,186,389 |
|
Common shares issued for cash |
|
| - |
|
|
| 0 |
|
|
| 26,290,000 |
|
|
| 262,900 |
|
|
| 24,734,100 |
|
|
| 0 |
|
|
| 24,997,000 |
|
Common stock issuance costs |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| (1,654,820 | ) |
|
| 0 |
|
|
| (1,654,820 | ) |
Common stock issued for exercise of warrants |
|
| - |
|
|
| 0 |
|
|
| 3,723,810 |
|
|
| 37,238 |
|
|
| 1,726,381 |
|
|
| 0 |
|
|
| 1,763,619 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (335,488 | ) |
|
| (335,488 | ) |
BALANCE, March 31, 2021 |
|
| 2,678,909 |
|
| $ | 26,788 |
|
|
| 105,963,567 |
|
| $ | 1,059,634 |
|
| $ | 63,856,560 |
|
| $ | (32,986,282 | ) |
| $ | 31,956,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2021 |
|
| 2,620,576 |
|
| $ | 26,205 |
|
|
| 106,240,361 |
|
| $ | 1,062,402 |
|
| $ | 63,991,459 |
|
| $ | (32,711,263 | ) |
| $ | 32,368,803 |
|
Net income |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 786,252 |
|
|
| 786,252 |
|
BALANCE, March 31, 2022 |
|
| 2,620,576 |
|
| $ | 26,205 |
|
|
| 106,240,361 |
|
| $ | 1,062,402 |
|
| $ | 63,991,459 |
|
| $ | (31,925,011 | ) |
| $ | 33,155,055 |
|
The accompanying notes are an integral part of thethese condensed consolidated unaudited financial statements.
Table of Contents |
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
| |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended March 31, 2022 March 31, 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization Accretion of asset retirement obligation Common stock payable for directors fees Write-down of inventory to net realizable value Other non-cash items Changes in operating assets and liabilities: Accounts receivable Inventories IVA receivable and other assets Accounts payable Accrued liabilities Export tax assessment payable Payable to related parties Net cash provided (used) by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of properties, plants and equipment Net cash used by investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Change in checks issued and payable Payments on advances from related party Proceeds from issuance of common stock, net of issuance costs Proceeds from exercise of warrants Principal paid on notes payable to bank Principal payments of long-term debt Net cash provided (used) by financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. |
Table of Contents |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2022 |
NOTE 1 - NATURE OF OPERATIONS
AGAU Mines, Inc., predecessor of United States Antimony Corporation (“USAC” or “the Company”), was incorporated in June 1968 as a Delaware corporation to mine gold and Subsidiariessilver. USAC was incorporated in Montana in January 1970 to mine and produce antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC. In December 1983, the Company suspended its antimony mining operations when it became possible to purchase antimony raw materials more economically from foreign sources. The principal business of the Company has been the production and sale of antimony products.
During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company (“BRZ”), to mine and market zeolite and zeolite products from a mineral deposit in southeastern Idaho. In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced. During 2002, the Company acquired the remaining 25% of BRZ and continued to produce and sell zeolite products.
During 2005, the Company formed a 100% owned subsidiary, Antimonio de Mexico S.A. de C.V. (“AM”), to explore and develop potential antimony properties in Mexico.
During 2006, the Company acquired 100% ownership in United States Antimony, Mexico S.A. de C.V. (“USAMSA”), which became a wholly-owned subsidiary of the Company.
In 2018, the Company acquired 100% ownership in Stibnite Holding Company US Inc. (previously Lanxess Holding Company US Inc.), Antimony Mining and Milling US LLC (previously Lanxess Laurel US LLC), a Delaware limited liability company and Lanxess Laurel de Mexico, S.A. de C.V (“Lanxess Laurel Mexico”), a Mexico corporation, both of which became a wholly-owned subsidiary of the Company.
In its operations in Montana, the Company produces antimony oxide, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper. Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethylene pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains. The Company also sells antimony metal for use in bearings, storage batteries and ordnance.
In its operations in Idaho, the Company produces zeolite, a group of industrial minerals used in a variety of purposes including soil amendment and fertilizer. Zeolite is also used for water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation and other miscellaneous applications.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Notes
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2022, and its results of operations for the three months ended March 31, 2022, and 2021, and cash flows for the three months ended March 31, 2022 and 2021. The condensed consolidated balance sheet at December 31, 2021, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.
These unaudited interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
This summary of significant accounting policies of the Company is presented to Condensed Consolidated Financial Statements (Unaudited)assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.
Page |
|
|
|
|
|
|
| September 30, 2021 |
|
| September 30, 2020 |
| ||
Warrants |
|
| 12,489,922 |
|
|
| 6,194,899 |
|
Convertible preferred stock |
|
| 1,751,005 |
|
|
| 1,751,005 |
|
Total possible dilution |
|
| 14,240,927 |
|
|
| 7,945,904 |
|
Reclassifications
Certain reclassifications have been made to conform prior periods’ amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported. COVID -19 The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and elsewhere, causing disruptions to the Company’s business operations and management. These disruptions are most evident in the Company’s ability to retain and house employees and properly manage them while maintaining proper social distancing and with delays in obtaining materials and supplies. The effects of the continued outbreak of COVID-19 and related government responses could also include extended disruptions to supply chains and capital markets, reduced availability of contractors and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts on the Company, including its ability to conduct operations. The Company has taken steps to mitigate the potential risks to suppliers and employees posed by the spread of COVID-19, including work from home policies where appropriate. The Company will continue to monitor developments affecting both its workforce and contractors, and will take additional precautions as necessary. The ultimate impact of COVID-19 depends on factors beyond management’s knowledge or control, including its duration and third-party actions to contain its spread and mitigate its public health effects. Therefore, the Company cannot estimate the potential future impact to its financial position, results of operations and cash flows, but the impacts could be material. New Accounting Pronouncements Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. NOTE 3– EARNINGS PER SHARE Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options and warrants. For the three months ended March 31, 2022, the calculation of diluted income per common share included 149,400 warrants to purchase one share of common stock. At March 31, 2022 and 2021, 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, 2022 March 31, 2021 Warrants Convertible preferred stock TOTAL POSSIBLE DILUTIVE SHARES NOTE 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 |
Page 8 of 25 |
Table of Contents |
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Antimony |
| $ | 1,284,969 |
|
| $ | 477,273 |
|
| $ | 3,371,015 |
|
| $ | 2,509,183 |
|
Zeolite |
|
| 693,008 |
|
|
| 481,126 |
|
|
| 1,929,383 |
|
|
| 1,653,201 |
|
Precious metals |
|
| 73,736 |
|
|
| 48,832 |
|
|
| 280,164 |
|
|
| 173,029 |
|
|
| $ | 2,051,713 |
|
| $ | 1,007,231 |
|
| $ | 5,580,562 |
|
| $ | 4,335,413 |
|
Sales of products for the three-months ended March 31, 2022 and 2021 were as follows:
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
United States |
| $ | 1,805,456 |
|
| $ | 891,090 |
|
| $ | 4,954,412 |
|
| $ | 3,893,374 |
|
Canada |
|
| 246,257 |
|
|
| 116,141 |
|
|
| 626,150 |
|
|
| 442,039 |
|
|
| $ | 2,051,713 |
|
| $ | 1,007,231 |
|
| $ | 5,580,562 |
|
| $ | 4,335,413 |
|
|
|
| For the Three Months Ended |
|
| For the Nine Months Ended |
| ||||||||||
Sales to |
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
Largest Customers |
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Company A |
|
| 288,640 |
|
|
| 114,075 |
|
|
| 778,211 |
|
|
| 404,447 |
|
Company B |
|
| 581,609 |
|
|
| 105,865 |
|
|
| 1,284,206 |
|
|
| 0 |
|
Company C |
|
| 0 |
|
|
| 0 |
|
|
| 518,226 |
|
|
| 523,660 |
|
Company D |
|
| 225,800 |
|
|
| 0 |
|
|
| 225,800 |
|
|
| 0 |
|
Company E |
|
| 0 |
|
|
| 131,360 |
|
|
| 0 |
|
|
| 345,899 |
|
|
| $ | 1,096,049 |
|
| $ | 351,300 |
|
| $ | 2,806,443 |
|
| $ | 1,274,006 |
|
% of Total Revenues |
|
| 53.42 | % |
|
| 34.88 | % |
|
| 50.29 | % |
|
| 29.39 | % |
|
| For the three months ended |
| |||||
|
| March 31, 2022 |
|
| March 31, 2021 |
| ||
Antimony |
| $ | 2,828,930 |
|
| $ | 657,107 |
|
Zeolite |
|
| 674,042 |
|
|
| 519,947 |
|
Precious metals |
|
| 77,334 |
|
|
| 76,233 |
|
TOTAL REVENUE BY PRODUCT |
| $ | 3,580,306 |
|
| $ | 1,253,287 |
|
At September 30,The Company’s trade accounts receivable balance related to contracts with customers was $1,475,853 at March 31, 2022 and $891,314 at December 31, 2021. The Company’s products do not involve any warranty agreements and product returns are not typical.
NOTE 5– INVENTORIES
Inventories at March 31, 2022 and December 31, 2021 consisted primarily of finished antimony products, antimony metal, antimony ore, and finished zeolite products that are stated at the Company had a sales order backloglower of 1,192 tonsfirst-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. Inventories at March 31, 2022 and December 31, 2021 are as follows:
|
| March 31, 2022 |
|
| December 31, 2021 |
| ||
Antimony Metal |
| $ | 397,815 |
|
| $ | 234,461 |
|
Antimony Oxide |
|
| 361,797 |
|
|
| 439,086 |
|
Antimony Ore Concentrates |
|
| 15,222 |
|
|
| 119,046 |
|
Total antimony |
|
| 774,834 |
|
|
| 792,593 |
|
Zeolite |
|
| 252,146 |
|
|
| 262,827 |
|
TOTAL INVENTORIES |
| $ | 1,026,980 |
|
| $ | 1,055,420 |
|
Antimony oxide and metal inventory consisted of finished product held at the Company’s plants in Montana and Mexico. Antimony concentrates and ore were held primarily at sites in Mexico. The Company’s zeolite and 44,092 poundsinventory consists of antimony.saleable zeolite material.
Page 9 of 25 |
Table of Contents |
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
Largest |
|
|
|
|
|
| ||
Accounts Receivable |
| September 30, 2021 |
|
| December 31, 2020 |
| ||
Company B |
| $ | 222,100 |
|
| $ | 0 |
|
Company F |
|
| 110,864 |
|
|
| 0 |
|
Company G |
|
| 54,400 |
|
|
| 68,055 |
|
Company H |
|
| 0 |
|
|
| 21,619 |
|
Company I |
|
| 0 |
|
|
| 16,600 |
|
Company J |
|
| 0 |
|
|
| 12,255 |
|
|
| $ | 387,364 |
|
| $ | 118,529 |
|
% of Total Receivables |
|
| 53.60 | % |
|
| 49.67 | % |
NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT
The major components of the Company’s properties, plants and equipment by segment at March 31, 2022 and December 31, 2021 are shown below: |
|
|
|
|
|
| Antimony Segment |
|
| Zeolite Segment |
|
| Precious Metals |
|
|
| |||||||||
March 31, 2022 |
| USAC |
|
| USAMSA |
|
| BRZ |
|
| Segment |
|
| TOTAL |
| |||||
Plant and equipment |
| $ | 1,713,328 |
|
| $ | 8,774,212 |
|
| $ | 3,881,612 |
|
| $ | 1,338,774 |
|
| $ | 15,707,926 |
|
Buildings |
|
| 243,248 |
|
|
| 613,449 |
|
|
| 1,093,554 |
|
|
| 0 |
|
|
| 1,950,251 |
|
Mineral rights and interests |
|
| 0 |
|
|
| 848,012 |
|
|
| 0 |
|
|
| 0 |
|
|
| 848,012 |
|
Land and other |
|
| 2,431,387 |
|
|
| 2,478,044 |
|
|
| 16,753 |
|
|
| 0 |
|
|
| 4,926,184 |
|
|
|
| 4,387,963 |
|
|
| 12,713,717 |
|
|
| 4,991,919 |
|
|
| 1,338,774 |
|
|
| 23,432,373 |
|
Accumulated depreciation |
|
| (2,742,278 | ) |
|
| (5,761,012 | ) |
|
| (3,359,362 | ) |
|
| (467,597 | ) |
|
| (12,330,249 | ) |
|
| $ | 1,645,685 |
|
| $ | 6,952,705 |
|
| $ | 1,632,557 |
|
| $ | 871,177 |
|
| $ | 11,102,124 |
|
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
Antimony Metal |
| $ | 116,325 |
|
| $ | 268,100 |
|
Antimony Oxide |
|
| 214,659 |
|
|
| 67,377 |
|
Antimony Ore |
|
| 211,788 |
|
|
| 95,880 |
|
Total antimony |
|
| 542,772 |
|
|
| 431,357 |
|
Zeolite |
|
| 191,184 |
|
|
| 218,856 |
|
|
| $ | 733,956 |
|
| $ | 650,213 |
|
|
| Antimony Segment |
|
| Zeolite Segment |
|
| Precious Metals |
|
|
| |||||||||
December 31, 2021 |
| USAC |
|
| USAMSA |
|
| BRZ |
|
| Segment |
|
| TOTAL |
| |||||
Plant and equipment |
| $ | 1,684,977 |
|
| $ | 8,757,775 |
|
| $ | 3,853,056 |
|
| $ | 1,330,394 |
|
| $ | 15,626,202 |
|
Buildings |
|
| 243,248 |
|
|
| 613,449 |
|
|
| 986,736 |
|
|
| 0 |
|
|
| 1,843,433 |
|
Mineral rights and interests |
|
| 0 |
|
|
| 848,012 |
|
|
| 0 |
|
|
| 0 |
|
|
| 848,012 |
|
Land and other |
|
| 2,431,387 |
|
|
| 2,478,044 |
|
|
| 16,753 |
|
|
| 0 |
|
|
| 4,926,184 |
|
|
|
| 4,359,612 |
|
|
| 12,697,280 |
|
|
| 4,856,545 |
|
|
| 1,330,394 |
|
|
| 23,243,831 |
|
Accumulated depreciation |
|
| (2,732,809 | ) |
|
| (5,622,555 | ) |
|
| (3,314,658 | ) |
|
| (440,076 | ) |
|
| (12,110,098 | ) |
|
| $ | 1,626,803 |
|
| $ | 7,074,725 |
|
| $ | 1,541,887 |
|
| $ | 890,318 |
|
| $ | 11,133,733 |
|
At March 31, 2022 and December 31, 2021, the Company had $956,965 and $665,175, respectively, of assets that were not yet placed in service and have not yet been depreciated.
NOTE 7 – ASSET RETIREMENT OBLIGATION AND ACCRUED RECLAMATION COSTS Changes in the asset retirement obligation for the three months ended March 31, 2022 and 2021 are as follows:
The Company’s total asset retirement obligation and accrued reclamation costs of $300,318 and $298,649, at March 31, 2022 and December 31, 2021, respectively, include reclamation obligations for the Idaho and Montana operations of $107,500. |
|
Page 10 of 25 |
Table of Contents |
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
|
NOTE 8 – DEBT |
|
|
|
| 2021 |
|
| 2020 |
| ||
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 |
| $ | 0 |
|
| $ | 99,999 |
|
|
|
|
|
|
|
|
|
|
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 |
|
| 0 |
|
|
| 1 |
|
|
|
|
|
|
|
|
|
|
Total notes payable to the bank |
| $ | 0 |
|
| $ | 100,000 |
|
Long term debt at March 31, 2022 and December 31, 2021 is as follows:
At March 31, 2022, principal payments on debt are due as follows:
NOTE 9 – COMMITMENTS AND CONTINGENCIES From time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory channels, management may contest these proposed assessments. At March 31, 2022 and December 31, 2021, the Company had accrued liabilities of $1,270 and $Nil, respectively, relating to such assessments, which is included in accrued liabilities on the condensed consolidated balance sheets. The Company pays various royalties on the sale of zeolite products. On a combined basis, royalties vary from 8%-13%. During the three months ended March 31, 2022 and 2021, the Company incurred royalty expense of $62,030 and $62,130, respectively. Royalty expense is included in cost of goods sold on the Statement of Operations. At March 31, 2022 and December 31, 2021, the Company had accrued royalties payable of $381,054 and $346,242, respectively, which is included in accrued liabilities on the condensed consolidated balance sheets. The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements. NOTE 10 – STOCKHOLDERS’ EQUITY During the three months ended March 31, 2021, the Company sold shares of its common stock in two separate transactions: on February 3, 2021, 15,300,000 shares were sold at $0.70 for gross proceeds of $10,710,000; and on February 18, 2021, 10,990,000 shares were sold at $1.30 for gross proceeds of $14,287,000. A total of $1,654,820 of issuance costs were incurred on these sales. During the three months ended March 31, 2021, the Company issued 3,723,810 shares of common stock and received $1,763,619 in cash from the exercise of warrants. During the three months ended March 31, 2022 and March 31, 2021, the Company expensed $28,125 and $28,125, respectively, in directors’ fees payable that will be paid in common stock. The Company issued no shares of common stock during the three months ended March 31, 2022. |
|
Page 11 of 25 |
Table of Contents |
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:
|
|
|
|
| September 30, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
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. |
| $ | 0 |
|
| $ | 66,800 |
|
Note payable to Cat Financial Services, bearing interest at 6%; |
|
|
|
|
|
|
|
|
payable in monthly installments of $778; maturing |
|
|
|
|
|
|
|
|
December 2022; collateralized by equipment. |
|
| 0 |
|
|
| 17,480 |
|
Note payable to Phyllis Rice, bearing interest |
|
|
|
|
|
|
|
|
at 1%; payable in monthly installments of $2,000; originally maturing |
|
|
|
|
|
|
|
|
March 2015; collateralized by equipment. |
|
| 0 |
|
|
| 2,146 |
|
|
|
| 0 |
|
|
| 86,426 |
|
Less current portion |
|
| - |
|
|
| (52,122 | ) |
Long-term portion |
| $ | 0 |
|
| $ | 34,304 |
|
Common stock warrants
In February 2021, concurrent with sale of common stock, the Company issued warrants to purchase 7,650,000 shares of common stock at an exercise price of $0.85 per share. The warrants are initially exercisable six months following issuance and expire five and one-half years from the issuance date. In connection with the February 2021 sales of common stock, the Company also issued 1,606,500 warrants with an exercise price of $0.85 and 804,000 warrants with an exercise price of $0.46 as commission to the placement agent. |
|
|
The Company issued no warrants to purchase common stock during the three months ended March 31, 2022.
The following is a summary of the Company’s warrants to purchase shares of common stock activity:
|
| Number of warrants |
|
| Exercise prices |
| ||
Balance outstanding at December 31, 2020 |
|
| 6,194,899 |
|
| $ | 0.65 |
|
Issued |
|
| 10,060,500 |
|
| $0.46 - $0.85 |
| |
Exercised |
|
| (3,765,477 | ) |
| $0.46 - $0.65 |
| |
Balance outstanding at December 31, 2021 and March 31, 2022 |
|
| 12,489,922 |
|
| $ | 0.75 |
|
The composition of the Company’s warrants outstanding at March 31, 2022 is as follows:
Number of warrants |
|
| Exercise Price |
|
| Expiration Date |
| Remaining life (years) |
| |||
| 143,707 |
|
| $ | 0.65 |
|
| 8/12/2022 |
|
| 0.37 |
|
| 2,285,715 |
|
|
| 0.46 |
|
| 7/31/2025 |
|
| 3.34 |
|
| 804,000 |
|
|
| 0.46 |
|
| 1/27/2026 |
|
| 3.83 |
|
| 7,650,000 |
|
|
| 0.85 |
|
| 3/8/2026 |
|
| 4.35 |
|
| 1,606,500 |
|
|
| 0.85 |
|
| 2/1/2026 |
|
| 3.84 |
|
| 12,489,922 |
|
|
|
|
|
|
|
|
|
|
|
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:NOTE 11 – BUSINESS SEGEMENTS
|
|
|
|
| Number of Warrants |
|
| Exercise Prices |
| ||
Balance December 31, 2019 |
|
| 702,041 |
|
| $ | 0.25 - $0.65 |
|
Issued |
|
| 5,742,858 |
|
| $ | 0.46 |
|
Exercised |
|
| (250,000 | ) |
| $ | 0.25 |
|
Balance December 31, 2020 |
|
| 6,194,899 |
|
| $ | 0.46 - $0.65 |
|
Issued |
|
| 10,060,500 |
|
| $ | 0.46- $0.85 |
|
Exercised |
|
| (3,765,477 | ) |
| $ | 0.46 - $0.65 |
|
Balance September 30, 2021 |
|
| 12,489,922 |
|
| $ | 0.46 - $0.85 |
|
|
Warrants |
|
| Exercise Price |
|
| Expiration Date | |||
| 143,707 |
|
| $ | 0.65 |
|
| 2022 | |
| 2,285,715 |
|
| $ | 0.46 |
|
| 2026 | |
| 9,256,500 |
|
| $ | 0.85 |
|
| 2026 | |
| 804,000 |
|
| $ | 0.46 |
|
| 2026 | |
| 12,489,922 |
|
|
|
|
|
|
|
United States Antimony Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued:
|
|
|
United States Antimony Corporation and Subsidiaries
Notes to Condensed 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 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 in Mexico 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 operations for the three months ended March 31, 2022 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues Depreciation and amortization Income (loss) from operations Other income (expense) NET INCOME (LOSS)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors”, “Description of Business” and “Management’s Discussion and Analysis and Plan of Operation” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. United States Antimony Corporation disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. United States Antimony Corporation
As used in this Quarterly Report, the terms “we,” “us,” “our,” “United State Antimony Corporation,”, “US Antinomy “and the “Company”, mean United States Antimony Corporation, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and
DESCRIPTION OF BUSINESS History United States Antimony Corporation, or USAC, was incorporated in Montana in January 1970 to mine and produce antimony products. In December 1983, we suspended antimony mining operations but continued to produce antimony products from domestic and foreign sources. In April 1998, we formed United States Antimony SA de CV or USAMSA, to mine and smelt antimony in Mexico. Bear River Zeolite Company, or BRZ, was incorporated in 2000, and it is mining and producing zeolite in southeastern Idaho. On August 19, 2005, USAC formed Antimonio de Mexico, S. A. de C. V. to explore and develop antimony and silver deposits in Mexico. Our principal business is the production and sale of antimony, silver, gold, and zeolite products. On May 16, 2012, we started trading on the NYSE MKT (now NYSE AMERICAN) under the symbol UAMY. Antimony Division Our antimony smelter and precious metals plant is located in the Burns Mining District of Sanders County, Montana, approximately 15 miles west of Thompson Falls, MT. We hold 2 patented mill sites where the plant is located. We have no “proven reserves” or “probable reserves” of antimony, as these terms are defined by the Securities and Exchange Commission. Environmental restrictions preclude mining at this site. Mining was suspended in December 1983, because antimony could be purchased more economically from foreign sources. For 2021, and since 1983, we relied on foreign sources for raw materials, and there are risks of interruption in procurement from these sources and/or volatile changes in world market prices for these materials that are not controllable by us. We have sources of antimony in Mexico but we are still depending on foreign companies for raw material in the future. We expect to receive raw materials from our owned and leased properties for 2022 and later years. We continue working with suppliers in North America, Central America, and South America. We currently own 100% of the common stock, equipment, and the leases on real property of United States Antimony, Mexico S.A. de C.V. or “USAMSA”, which was formed in April 1998. We currently own 100% of the stock in Antimony de Mexico SA de CV (ADM) which owns the San Miguel concession of the Los Juarez property. USAMSA has two divisions, (1) the Madero smelter in Coahuila, (2) the Puerto Blanco flotation mill and oxide circuit in Guanajuato. ADM possesses the Los Juarez mineral deposit. In our existing operations in Montana, we produce antimony oxide, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used primarily in conjunction with a halogen to form a synergistic flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper. Antimony oxide is also used as a color fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethylene pthalate in plastic bottles, as a phosphorescent agent in fluorescent light bulbs, and as an opacifier for porcelains. We also sell antimony metal for use in bearings, storage batteries and ordnance.
Zeolite Division We own 100% of Bear River Zeolite Company, (BRZ, an Idaho corporation) that was incorporated on June 1, 2000. BRZ has a lease with Webster Farm, L.L.C. that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for a royalty payment. In 2010 the royalty was adjusted to $10 per ton sold. The current minimum annual royalty is $60,000. In addition, BRZ has more zeolite on U.S. Bureau of Land Management land. The Company pays various royalties on the sale of zeolite products. William Raymond and Nancy Couse are paid a royalty that varies from $1 to $5 per ton. On a combined basis, royalties vary from 8%-13% of sales. Shortly after inception BRZ constructed a processing plant on the property which improved its productive capacity. Ground-breaking for an additional warehouse to store additional inventory and a shop to service equipment started in 2021 and the warehouse and shop are expected to be completed by mid-2022. A vertical-shaft-impactor crusher was replaced by a hammer mill for crushing line number 1 in 2021 for increased production rate. A replacement jaw crusher was installed and put into service in 2021. The new jaw crusher was further improved with a variable-speed apron feeder in late 2021 and subsequent and substantial improvements have been made to the jaw crusher in 2022. In 2021, the Company purchased a house in Preston Idaho for the express purpose of housing workers for its zeolite operation. We have no reserves nor resources of zeolite, as these terms are defined by the Securities and Exchange Commission. “Zeolite” refers to a group of industrial minerals that consist of hydrated aluminosilicates that hold cations such as calcium, sodium, ammonium, various heavy metals, and potassium in their crystal lattice. Water is loosely held in cavities in the lattice. BRZ zeolite is regarded as one of the best zeolites in the world due to its high CEC of approximately 180-220 meq/100 gr., its hardness and high clinoptilolite content, its absence of clay minerals, and its low sodium content. BRZ’s zeolite deposits’ characteristics which make the mineral useful for a variety of purposes including:
SELECTED FINANCIAL DATA. Statement of Operations Information:
Balance Sheet Information:
Total revenue from antimony increased $2,171,823 to $2,828,930 for the three months ended March 31, 2022 compared to $657,107 for the comparable prior period ending March 31, 2021. The increase is attributed to an increase in average sales price of $2.92 coupled with an increase of 251, 3851 pound in volume of antimony sold during the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Gross profit improved from $87,467 (17.3% of revenue) for the three months ended March 31, 2021 to $1,055,777 (60.6% of revenue) for the three months ended March 31, 2022. The company experienced increased labor costs for the current three-month period relative to the same timeframe in the prior year. A portion of that increase is due to resuming more normalized production levels in 2022 compared to 2021, while a portion is attributable to higher costs of attracting workers. The Company previously increased it starting wage to attract workers during 2021 and the effects thereof impact current cost of goods sold. While it is difficult to
The Montana operating team continues to improve and Zeolite Financial and operational performance of zeolite for the three months ended March 31, 2022 and 2021 was as follows:
Sales volume of zeolite for the three months ended March 31, 2022 increased 283 tons over the three months ended March 31, 2021. Average sales price per ton increased $33.20 for the same comparable period. Total revenue from zeolite sales increased $154,095 for the three months ended March 31, 2022 to Gross profit for the three months ended March 31, 2022 decreased $42,264 to $33.797 compared to $76,061 for the three months ended March 31, 2021. The Company incurred equipment maintenance expense in the amount of $38,965 during the three months ended March 31, 202 compared to $788 for the three months ended March 31, 2021 when the Company deferred certain expenses in anticipation of closing its capital raise. Precious Metals Financial and operational performance of precious metals for the three months ended March 31, 2022 and 2021 was as follows:
EARNINGS BEFORE INTEREST TAX DEPRECIATION AND AMORTIZATION The Company utilizes Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”), a non-GAAP financial measurement which approximates free cash flow. Our company-wide Earnings Before Interest Taxes Depreciation Amortization (“EBITDA”) was a $1,009,384 for the three months ended March 31, 2022, compared to a negative EBITDA of $110,769 for the three months ended March 31, 2021.
LIQUIDITY AND FINANCIAL CONDITION
As of March 31, 2022, the Company had cash on hand of $21,334,353. For the year ending December 31, 2022, we are planning to use funds acquired from the two stock offerings raised in 2021 to make significant improvements to our operations at Madero, Puerto Blanco, Bear River Zeolite, and Thompson Falls facilities with the goal of increasing production and decreasing costs. OFF-BALANCE SHEET ARRANGEMENTS The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not hold any derivative instruments and does not engage in any hedging activities.
ITEM
At
Management of
PART II - OTHER INFORMATION
United States Antimony Corporation is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of United States Antimony Corporation and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to United States Antimony Corporation or has a material interest adverse to United States Antimony Corporation in reference to pending litigation. ITEM 1A. RISK FACTORS. There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2021 which was filed with the SEC on March 31, 2022. ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES. For the three months ended March 31, 2022, the Company sold no common stock. During the three months ended March 31, 2022, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our Common Stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing. ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. 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.
None
In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURES
Pursuant to the requirements of
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