UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period __________ to___________
Commission file number 001-08675
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
| Montana | | 81-0305822 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| P.O. Box 643, Thompson Falls, Montana | | 59873 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (406) 827-3523
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| Non-Accelerated Filer | ☐ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act. YES ☐ No ☒
At May 15, 2019, the registrant had outstanding 68,427,171 shares of par value $0.01 common stock.
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2019
(UNAUDITED)
TABLE OF CONTENTS
| | Page |
| | |
| PART I – FINANCIAL INFORMATION | |
| | |
| 1-14 |
| | |
| 15-18 |
| | |
| 19 |
| | |
| 19 |
| | |
| PART II – OTHER INFORMATION | |
| | |
| 20 |
| | |
| 20 |
| | |
| 20 |
| | |
| 20 |
| | |
| 20 |
| | |
| 20 |
| | |
| 21 |
| | |
| CERTIFICATIONS |
|
[The balance of this page has been intentionally left blank.]
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements United States Antimony Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited)
| ASSETS | | |
| | | |
| | | |
| Current assets: | | |
| Cash and cash equivalents | $43,504 | $56,650 |
| Certificates of deposit | 253,552 | 252,954 |
| Accounts receivable | 335,186 | 438,391 |
| Inventories | 887,648 | 755,261 |
| Note receivable - sale of land | - | 400,000 |
| Total current assets | 1,519,890 | 1,903,256 |
| | | |
| Properties, plants and equipment, net | 15,316,467 | 15,227,172 |
| Restricted cash for reclamation bonds | 57,247 | 57,247 |
| IVA receivable and other assets | 403,466 | 369,448 |
| Total assets | $17,297,070 | $17,557,123 |
| | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| Current liabilities: | | |
| Checks issued and payable | $45,637 | $46,482 |
| Accounts payable | 2,045,402 | 1,926,320 |
| Due to factor | 5,440 | 16,524 |
| Accrued payroll, taxes and interest | 262,463 | 159,037 |
| Other accrued liabilities | 378,010 | 353,911 |
| Payables to related party | 247,731 | 93,567 |
| Deferred revenue | 32,400 | 32,400 |
| Notes payable to bank | 113,125 | 183,917 |
| Long-term debt, current portion, net of discount | 725,317 | 705,460 |
| Total current liabilities | 3,855,525 | 3,517,618 |
| | | |
| Long-term debt, net of discount and current portion | 968,443 | 1,027,730 |
| Hillgrove advances payable | 1,134,221 | 1,134,221 |
| Stock payable to directors for services | 206,250 | 175,000 |
| Asset retirement obligations and accrued reclamation costs | 279,257 | 277,720 |
| Total liabilities | 6,443,696 | 6,132,289 |
| | | |
| Commitments and contingencies (Note 4, and 7) | | |
| | | |
| Stockholders' equity: | | |
Preferred stock $0.01 par value, 10,000,000 shares authorized: | |
| Series A: -0- shares issued and outstanding | - | - |
| Series B: 750,000 shares issued and outstanding | | |
| (liquidation preference $930,000 and $922,500 | | |
| respectively) | 7,500 | 7,500 |
| Series C: 177,904 shares issued and outstanding | | |
| (liquidation preference $97,847 both years) | 1,779 | 1,779 |
| Series D: 1,751,005 shares issued and outstanding | | |
| (liquidation preference $5,002,470 and $4,961,324 | | |
| respectively) | 17,509 | 17,509 |
Common stock, $0.01 par value, 90,000,000 shares authorized; | |
| 68,427,171 and 68,227,171 shares issued and outstanding, respectively | 684,271 | 682,271 |
| Additional paid-in capital | 36,540,874 | 36,406,874 |
| Accumulated deficit | (26,398,559) | (25,691,099) |
| Total stockholders' equity | 10,853,374 | 11,424,834 |
| Total liabilities and stockholders' equity | $17,297,070 | $17,557,123 |
The accompanying notes are an integral part of the consolidated financial statements.
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations - (Unaudited)
| | For the three months ended |
| | | |
| | | |
| REVENUES | $2,456,365 | $2,432,929 |
| | | |
| COST OF REVENUES | 2,525,418 | 2,488,017 |
| | | |
| GROSS PROFIT (LOSS) | (69,053) | (55,088) |
| | | |
| OPERATING EXPENSES: | | |
| General and administrative | 205,174 | 150,831 |
| Salaries and benefits | 232,668 | 91,446 |
| Other operating expenses | 76,130 | - |
| Professional fees | 100,742 | 102,404 |
| TOTAL OPERATING EXPENSES | 614,714 | 344,681 |
| | | |
| INCOME (LOSS) FROM OPERATIONS | (683,767) | (399,769) |
| | | |
| OTHER INCOME (EXPENSE): | | |
| Interest income | 741 | 562 |
| Interest expense | (22,488) | (23,833) |
| Foreign exchange gain (loss) | - | (50,000) |
| Factoring expense | (1,946) | (1,400) |
| TOTAL OTHER INCOME (EXPENSE) | (23,693) | (74,671) |
| | | |
| NET LOSS | (707,460) | (474,440) |
| Preferred dividends | (12,162) | (12,162) |
| | | |
| Net loss available to common stockholders | $(719,622) | $(486,602) |
| | | |
| Net income (loss) per share of | | |
| common stock: | | |
| Basic and diluted | $(0.01) | $(0.01) |
| | | |
| Weighted average shares outstanding: | | |
| Basic | 68,394,204 | 67,488,063 |
| Diluted | 68,394,204 | 67,488,063 |
United States Antimony Corporation and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
For the periods ended March 31, 2019 and and March 31, 2018
| | | | | | | | |
| | | | | | | |
| Quarter ended March 31, 2019 | | | | | | | |
| | | | | | | | |
| Balances, January 1, 2019 | 2,678,909 | $26,788 | 68,227,171 | $682,271 | $36,406,874 | $(25,691,099) | $11,424,834 |
| | | | | | | | |
| Issuance of common stock to chief financial officer | | | 200,000 | 2,000 | 134,000 | | 136,000 |
| | | | | | | | |
| 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 |
| | | | | | | | |
| | | | | | | |
| Quarter ended March 31, 2018 | | | | | | | |
| | | | | | | | |
| Balances, January 1, 2018 | 2,678,909 | $26,788 | 67,488,153 | $674,881 | $36,239,264 | $(26,564,324) | $10,376,609 |
| | | | | | | | |
| Net loss | | | | | | (474,440) | (474,440) |
| Balances, March 31, 2018 | 2,678,909 | $26,788 | 67,488,153 | $674,881 | $36,239,264 | $(27,038,764) | $9,902,169 |
The accompanying notes are an integral part of the consolidated financial statements.
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
| | For the three months ended |
| Cash Flows From Operating Activities: | | |
| Net income (loss) | $(707,460) | $(474,440) |
| Adjustments to reconcile net income (loss) to net cash | | |
| provided (used) by operating activities: | | |
| Depreciation and amortization | 223,273 | 277,562 |
| Amortization of debt discount | 18,037 | 21,120 |
| Accretion of asset retirement obligation | 1,537 | 1,537 |
| Common stock issued for services | 136,000 | - |
| Common stock payable for directors fees | 31,250 | 43,750 |
| Foreign exchange loss | - | 50,000 |
| Other, net | (598) | (444) |
| Change in: | | |
| Accounts receivable | 103,205 | (49,967) |
| Inventories | (132,387) | 273,615 |
| Other current assets | - | 4,697 |
| IVA receivable and other assets | (34,018) | (45,609) |
| Accounts payable | 119,082 | 16,202 |
| Accrued payroll, taxes and interest | 103,426 | 10,015 |
| Other accrued liabilities | 24,099 | 27,271 |
| Deferred revenue | - | 116 |
| Payables to related party | 28,964 | 8,236 |
| Net cash provided (used) by operating activities | (85,590) | 163,661 |
| | | �� |
| Cash Flows From Investing Activities: | | |
| Payment received on note receivable - sale of land | 400,000 | - |
| Purchase of properties, plants and equipment | (312,568) | (94,805) |
| Net cash provided (used) by investing activities | 87,432 | (94,805) |
| | | |
| Cash Flows From Financing Activities: | | |
| Change in checks issued and payable | (845) | (17,203) |
| Net borrowing from factor | (11,084) | 1,870 |
| Advance from related party | 125,200 | 75,000 |
| Principal paid on notes payable to bank | (70,792) | (95,448) |
| Principal payments of net debt | (57,467) | (48,681) |
| Net cash provided (used) by financing activities | (14,988) | (84,462) |
| NET INCREASE (DECREASE) IN CASH | | |
| AND CASH EQUIVALENTS AND RESTRICTED CASH | (13,146) | (15,606) |
| Cash and cash equivalents and restricted cash at beginning of period | 113,897 | 91,332 |
| Cash and cash equivalents and restricted cash at end of period | $100,751 | $75,726 |
The accompanying notes are an integral part of the consolidated financial statements.
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.
For further information refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Going Concern Consideration
At March 31, 2019, the Company’s consolidated financial statements show negative working capital of approximately $2.3 million and accumulated deficit of approximately $26.4 million. In addition, the Company has a net loss of $707,460 for the first quarter of 2019, and the Company has had recurring operating losses for most of the prior periods. These factors indicate that there may be doubt regarding the ability to continue as a going concern for the next twelve months.
The continuing losses are principally a result of the Company’s antimony operations and in particular the production costs incurred in Mexico.
Regarding the antimony division, prices were stable or decreased slightly during the first quarter of 2019 compared to the same quarter in the prior year, but orders have been strong. For the quarter ended March 31, 2019, the average sale price for antimony is approximately $3.85 per pound compared to a price of $4.04 per pound for the quarter ended March 31, 2018. In November 2017, the Company renegotiated its domestic sodium antimonite supply agreement with our North American supplier resulting in a lower cost per antimony per pound of approximately $0.44. During 2018, we endured supply interruptions from our North American supplier, but normal supply quantities have resumed since 2018. The new supply agreement with our North American supplier has helped us with cash flow from our antimony division in 2018 and into 2019.
In 2017, we reduced costs for labor at the Mexico locations which has resulted in a lower overall production costs in Mexico and we adjusted operating approaches at Madero that resulted in decreased operating costs for fuel, natural gas, electricity, and reagents for 2018 and 2019. The Company’s 2019 plan involves ramping up production at its antimony properties in Mexico. Our expectations are that in 2019 we can double the antimony output for 2018. We also are planning to produce and sell antimony metal directly from Mexico to customers which will save us approximately $0.38 per pound in processing costs and freight. In addition, a new leach circuit expected to come on line during 2019 in Mexico will result in more extraction of precious metals. The portion of the precious metals recovery system at the Madero smelter is complete and the cyanide leach circuit being built at the Puerto Blanco plant is expected to be completed in the second quarter of 2019. We expect to be receiving income from the production of precious metals some time during the third quarter of 2019. We believe that with the lower cost per pound due to increased production and the savings from shipping metal directly from Mexico, we will have positive cash flow for Mexican antimony production by the end of the year and that we will be selling precious metals produced from Los Juarez before the end of 2019.
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
1.
Basis of Presentation, Continued:
Over the past several years, the Company has been able to make required principal payments on its debt from cash generated from operations without the need for additional borrowings or selling shares of its common stock. The Company plans to continue keeping current on its debt payments in 2019 through cash flows from operations while we continue with the expansion of our Mexican operation. Management believes that the actions taken to increase production and revenue from both antimony and precious metals along with a reduction in production costs will enable the Company to meet its obligations for the next twelve months.
2.
Developments in Accounting Pronouncements
Accounting Standards Updates Adopted
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 Leases (Topic 842). The update modified the classification criteria and requires lessees to recognize the assets and liabilities on the balance sheet for most leases. The update was effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.
In June 2018, the FASB issued ASU No. 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The update involves simplification of several aspects of accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include nonemployee awards. The update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. Adoption of this update as of January 1, 2019 did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Updates to Become Effective in Future Periods
In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes, modifies and makes additions to the disclosure requirements on fair value measurements. The update is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Management is evaluating the impact of this update on the Company’s fair value measurement disclosures.
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
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, 2019 and 2018, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:
| | | |
| Warrants | 250,000 | 250,000 |
| Convertible preferred stock | 1,751,005 | 1,751,005 |
| Total possible dilution | 2,001,005 | 2,001,005 |
Our 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
For our antimony and zeolite products, revenue is recognized upon the completion of the performance obligation which is met when the transaction price can be reasonably estimated and revenue is recognized generally at the time when risk is transferred. We have determined the performance obligation is met and title is transferred either upon shipment from our warehouse locations or upon receipt by the customer as specified in individual sales orders. The performance obligation is met because at that time, 1) legal title is transferred to the customer, 2) the customer has accepted the product and obtained the ability to realize all of the benefits from the product, 3) the customer has the significant risks and rewards of ownership to it, 4) it is very unlikely product will be rejected by the customer upon physical receipt, and 5) we have the right to payment for the product. Shipping costs related to the sales of antimony and zeolite products are recorded to cost of sales as incurred. For zeolite products, royalty expense due a third party by the Company is also recorded to cost of sales upon sale in accordance with terms of underlying royalty agreements.
For sales of precious metals, the performance obligation is met, the transaction price is known, and revenue is recognized at the time of transfer of control of the agreed-upon metal quantities to the customer. Refining and shipping costs related to sales of precious metals are recorded to cost of sales as incurred.
Sales of products for the three month periods ended March 31, 2019 and 2018, were as follows:
| | |
| | |
| | | |
| Antimony | $1,705,823 | $1,681,812 |
| Zeolite | 726,015 | 690,707 |
| Precious metals | 24,527 | 60,410 |
| | $2,456,365 | $2,432,929 |
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
4.
Revenue Recognition, continued:
The following is sales information by geographic area based on the location of customers for the three month periods ended March 31, 2019 and 2018:
| | |
| | |
| | | |
| United States | $2,108,569 | $2,247,691 |
| Canada | 187,257 | 185,238 |
| Mexico | 160,539 | - |
| | $2,456,365 | $2,432,929 |
Sales of products to significant customers were as follows for the three month periods ended March 31, 2019 and 2018:
| Sales to Three | |
| Largest Customers | | |
| Kohler Corporation | $458,094 | $316,772 |
| Ampacet Corporation | - | 184,142 |
| East Penn Manufacturing | 157,328 | - |
| Mexichem Speciality Compounds | 684,011 | 728,578 |
| | $1,299,433 | $1,229,492 |
| % of Total Revenues | 52.90% | 50.50% |
Accounts receivable from largest customers were as follows at March 31, 2019 and December 31, 2018:
| Three Largest | | |
| Accounts Receivable | | |
| DanaMart | $- | $143,890 |
| Axens North America Inc. | 64,500 | 34,912 |
| Earth Innovations Inc. | - | 35,967 |
| Commerce Industrial Chemical | 36,652 | - |
| Nutreco Canada Inc. | 27,736 | - |
| | $128,888 | $214,769 |
| % of Total Receivables | 38.50% | 49.00% |
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Our trade accounts receivable balance related to contracts with customers was $335,186 at March 31, 2019 and $438,391 at December 31, 2018. Our products do not involve any warranty agreements and product returns are not typical.
We have determined our contracts do not include a significant financing component. For antimony and zeolite sales contracts, we may factor certain receivables and receive final payment within 30 days of the performance obligation being met. For antimony and zeolite receivables not factored, we typically receive payment within 10 days. For precious metals sales, a provisional payment of 75% is typically received within 45 days of the date the product is delivered to the customer. After an exchange of assays, a final payment is normally received within 90 days of product delivery.
Inventories at March 31, 2019 and December 31, 2018 consisted primarily of finished antimony products, antimony metal, antimony ore, and finished zeolite products that are stated at weighted average lower of 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, 2019 and December 31, 2018, is as follows:
| | | |
| | | |
| Antimony Metal | $158,532 | $8,127 |
| Antimony Oxide | 252,704 | 255,782 |
| Antimony Concentrates | - | 2,214 |
| Antimony Ore | 269,627 | 257,067 |
| Total antimony | 680,863 | 523,190 |
| Zeolite | 206,785 | 232,071 |
| | $887,648 | $755,261 |
6.
Accounts Receivable and Due to Factor
The Company factors designated trade receivables pursuant to a factoring agreement with LSQ Funding Group L.C., an unrelated factor (the “Factor”). The agreement specifies that eligible trade receivables are factored with recourse. We submit selected trade receivables to the factor, and receive 83% of the face value of the receivable by wire transfer. The Factor withholds 15% as retainage, and 2% as a servicing fee. Upon payment by the customer, we receive the remainder of the amount due from the factor. The 2% servicing fee is recorded on the consolidated statement of operations in the period of sale to the factor. John Lawrence, CEO, is a personal guarantor of the amount due to Factor.
Trade receivables assigned to the Factor are carried at the original invoice amount less an estimate made for doubtful accounts. Under the terms of the recourse provision, the Company is required to reimburse the Factor, upon demand, for factored receivables that are not paid on time. Accordingly, these receivables are accounted for as a secured financing arrangement and not as a sale of financial assets. The allowance for doubtful accounts (if any) is based on management’s regular evaluation of individual customer’s receivables and consideration of a customer’s financial condition and credit history. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. Interest is not charged on past due accounts.
We present the receivables, net of allowances, as current assets and we present the amount potentially due to the Factor as a secured financing in current liabilities.
| Accounts Receivble | | |
| Accounts receivable - non factored | $329,746 | $421,867 |
| Accounts receivable - factored with recourse | 5,440 | 16,524 |
| Accounts receivable - net | $335,186 | $438,391 |
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
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, 2019, requires payments of $10,000 plus a tax of $1,700, per month. The lease is renewable each year with a 15 day notice to the lessor, and agreement of terms. The next lease renewal is scheduled for renewal in June 2019.
At March 31, 2019 and December 31, 2018, the Company had the following notes payable to bank:
| | | |
| | | |
| 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 | $13,126 | $83,918 |
| | | |
| Promissory note payable to First Security Bank of Missoula, | | |
| bearing interest at 3.150%, payable on demand, collateralized | | |
| by a lien on Certificate of Deposit | 99,999 | 99,999 |
| | | |
| Total notes payable to the bank | $113,125 | $183,917 |
These notes are personally guaranteed by John C. Lawrence the Company’s Chief Executive Officer and Chairman of the Board of Directors. The maximum amount available for borrowing under each note is $99,999.
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
| Long-Term debt at March 31, 2019 and December 31, 2018 is as follows: | | |
| | | |
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. | $100,000 | $100,000 |
| | | |
Note payable to Cat Financial Services, bearing interest at 6%; payable in monthly installments of $1,300; maturing August 2019; collateralized by equipment. | 9,088 | 14,022 |
| | | |
Note payable to Cat Financial Services, bearing interest at 6%; payable in monthly installments of $778; maturing December 2022; collateralized by equipment. | 31,940 | 34,390 |
| | |
Note payable to De Lage Landen Financial Services, bearing interest at 3.51%; payable in monthly installments of $655; maturing September 2019; collateralized by equipment. | 3,294 | 5,851 |
| | |
Note payable to De Lage Landen Financial Services, bearing interest at 3.51%; payable in monthly installments of $655; maturing December 2019; collateralized by equipment. | 5,844 | 8,371 |
| | |
Note payable to Phyllis Rice, bearing interest at 1%; payable in monthly installments of $2,000; originally maturing March 2015; collateralized by equipment. | 9,146 | 12,146 |
| | |
Obligation payable for Soyatal Mine, non-interest bearing, annual payments of $100,000 or $200,000 through 2020, net of discount of $19,156 and $23,321, respectively. In addition, the Company is deliquent on payments of $392,069 related to this loan. | 623,913 | 639,747 |
| | |
Obligation payable for Guadalupe Mine, non-interest bearing, annual payments from $60,000 to $149,078 through 2026, net of discount of $238,572 and $252,444, respectively. In addition, the Company is delinquent on payments of $32,539 related to this loan. | 910,535 | 918,663 |
| | 1,693,760 | 1,733,190 |
| Less current portion | (725,317) | (705,460) |
| Long-term portion | $968,443 | $1,027,730 |
At March 31, 2019, principal payments on debt are due as follows:
| 3 Months Ending March 31, | | | |
| 2020 | $791,908 | $(66,591) | $725,317 |
| 2021 | 264,928 | (51,140) | 213,788 |
| 2022 | 190,396 | (40,765) | 149,631 |
| 2023 | 182,996 | (34,266) | 148,730 |
| 2024 | 149,078 | (27,378) | 121,700 |
| Thereafter | 371,181 | (36,587) | 334,594 |
| | $1,950,487 | $(256,727) | $1,693,760 |
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
10.
Related Party Transactions
During the three months ended March 31, 2019 and 2018, the Chairman of the audit committee and compensation committee received $0 and $4,500, respectively, for services performed. See Note 11 for shares of common stock issued to directors.
During the three months ended March 31, 2019 and 2018, the Company paid $1,584 and $2,461, respectively, to John Lawrence, our President and Chief Executive Officer, as reimbursement for equipment used by the Company. Mr. Lawrence advanced the Company $125,200 for ongoing operating expenses during the quarter ended March 31, 2019.
Issuance of Common Stock for Payable to Board of Directors
During the quarters ended March 31, 2019 and March 31, 2018, the Company accrued $31,250 and $43,750, 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 have been reduced.
On August 31, 2018, the Company closed a Member Interest and Capital Share Agreement (the “Agreement”) with Great Lakes Chemical Corporation and Lanxess Holding Company US Inc., as the sellers, and the Company as the buyer. Under the Agreement, the Company acquired a subsidiary of the sellers which includes an antimony plant, equipment and land located in Reynosa, Mexico. The Company is disassembling, salvaging and transporting the antimony plant and equipment for use in its existing operations in both Mexico and the United States. The project involves moving heavy equipment and could take up to a year. In addition, the Company was paid $1,500,000 by the sellers, which was recognized as operating income in the quarter ended September 30, 2018, to assist in the salvage and transport costs of the useable equipment. The transaction was accounted for as an asset acquisition as there was no business associated with the acquired assets. As of March 31, 2019, we have substantially completed the demolition and transportation of the salvaged equipment. The real property acquired with the plant was sold for $700,000 in November 2018, for which the Company received $300,000 in 2018 and the remaining balance of $400,000 in the three month period ended March 31, 2019.
The Company is currently organized and managed by four segments, which represent our operating units: United States antimony operations, Mexican antimony operations, precious metals recovery and United States zeolite operations.
The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to an intermediate stage, which may be sold directly or shipped to the United States operation for finishing at the Thompson Falls, Montana plant. The precious metals recovery plant is operated in conjunction with the antimony processing plant at Thompson Falls, Montana. The zeolite operation produces zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and zeolite operations are to customers in the United States.
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
14.
Business Segments, continued:
Segment disclosure regarding sales to major customers is located in Note 4.
Properties, plants and equipment, net: | | |
| Antimony | | |
| United States | $1,625,783 | $1,635,315 |
| Mexico | 11,786,592 | 11,660,769 |
| Subtotal Antimony | 13,412,375 | 13,296,084 |
| Precious metals | 605,462 | 615,719 |
| Zeolite | 1,298,630 | 1,315,369 |
| Total | $15,316,467 | $15,227,172 |
| Total Assets: | | |
| Antimony | | |
| United States | $2,183,085 | $2,199,694 |
| Mexico | 12,616,734 | 12,824,292 |
| Subtotal Antimony | 14,799,819 | 15,023,986 |
| Precious metals | 605,462 | 615,719 |
| Zeolite | 1,891,789 | 1,917,418 |
| Total | $17,297,070 | $17,557,123 |
| | For the three months ended |
| Capital expenditures: | | |
| Antimony | | |
| United States | $1,345 | $- |
| Mexico | 274,906 | 40,085 |
| Subtotal Antimony | 276,251 | 40,085 |
| Precious Metals | 6,754 | 40,988 |
| Zeolite | 29,563 | 13,732 |
| Total | $312,568 | $94,805 |
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:
14.
Business Segments, continued:
| Segment Operations for the three | | | | | | |
| months ended March 31, 2019 | | | | | | |
| | | | | | | |
| Total revenues | $1,545,284 | $160,539 | $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) |
| Segment Operations for the three | | | | | | |
| months ended March 31, 2018 | | | | | | |
| | | | | | | |
| Total revenues | $1,681,812 | $- | $1,681,812 | $60,410 | $690,707 | $2,432,929 |
| | | | | | | |
| Depreciation and amortization | 13,209 | 149,004 | 162,213 | 67,529 | 47,820 | 277,562 |
| | | | | | | |
| Income (loss) from operations | 198,039 | (742,781) | (544,742) | (7,119) | 152,092 | (399,769) |
| | | | | | | |
| Other income (expense): | (778) | (71,120) | (71,898) | - | (2,773) | (74,671) |
| | | | | | | |
| NET INCOME (LOSS) | $197,261 | $(813,901) | $(616,640) | $(7,119) | $149,319 | $(474,440) |
ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
General
Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices and production volatility, changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent our judgment as of the date of this filing. We disclaim, however, any intent or obligation to update these forward-looking statements.
| Antimony - Combined USA | | |
| and Mexico | | |
| Lbs of Antimony Metal USA | 233,596 | 263,620 |
| Lbs of Antimony Metal Mexico: | 209,552 | 152,344 |
| Total Lbs of Antimony Metal Sold | 443,148 | 415,964 |
| Average Sales Price/Lb Metal | $3.85 | $4.04 |
| Net loss/Lb Metal | $(1.97) | $(1.48) |
| | | |
| Gross antimony revenue - net of discount | $1,705,823 | $1,681,812 |
| | | |
| Cost of sales | (1,963,964) | (1,906,002) |
| Operating expenses | (596,631) | (320,552) |
| Non-operating expenses | (19,654) | (71,898) |
| | (2,580,249) | (2,298,452) |
| | | |
| Net loss - antimony | (874,426) | (616,640) |
| Depreciation,& amortization | 159,961 | 162,213 |
| EBITDA - antimony | $(714,465) | $(454,427) |
| | | |
| Precious Metals | | |
| Ounces sold | | |
| Gold | 6 | 12 |
| Silver | 1,724 | 4,073 |
| | | |
| Gross precious metals revenue | $24,527 | $60,410 |
| Production costs, royalties, and shipping costs | (17,011) | (67,529) |
| Net income (loss) - precious metals | 7,516 | (7,119) |
| Depreciation | 17,011 | 67,529 |
| EBITDA - precious metals | $24,527 | $60,410 |
| | | |
| Zeolite | | |
| Tons sold | 3,841 | 3,753 |
| Average Sales Price/Ton | $189.02 | $184.04 |
| Net income/Ton | $41.51 | $39.79 |
| | | |
| Gross zeolite revenue | $726,015 | $690,707 |
| Cost of sales | (544,443) | (514,486) |
| Operating expenses | (18,083) | (24,129) |
| Non-operating expenses | (4,039) | (2,773) |
| Net income - zeolite | 159,450 | 149,319 |
| Depreciation | 46,301 | 47,820 |
| EBITDA - zeolite | $205,751 | $197,139 |
| | | |
| Company-wide | | |
| Gross revenue | $2,456,365 | $2,432,929 |
| Production costs | (2,525,418) | (2,488,017) |
| Operating expenses | (614,714) | (344,681) |
| Non-operating expenses | (23,693) | (74,671) |
| Net income (loss) | (707,460) | (474,440) |
| Depreciation,& amortization | 223,273 | 277,562 |
| EBITDA | $(484,187) | $(196,878) |
| | | |
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 2019, we recognized a net loss of $707,460, on sales of $2,456,365, compared to a net loss of $474,440 in the first quarter of 2018 on sales of $2,432,929. In addition to normal operating costs, the loss in the first quarter of 2019 was primarily due to the one time cost to demolish the Lanxess plant in Reynosa, Mexico ($76,130), an increase in administrative salaries paid by issuance of stock ($136,000), a reduction in precious metals revenue ($35,883), and the cost of the listing on the NYSE ($60,000). The loss in the first quarter of 2018 was primarily due to decrease in the raw materials received from our North American supplier. During 2018, we endured supply interruptions from our North American supplier, but we anticipate that near normal supply quantities will resume for the remainder of 2019.
For the first quarter of 2019, EBITDA was a negative $484,187 compared to a negative $196,878 for the same period of 2018.
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, $31,250 for director compensation, $136,000 for stock issued for employment, and $1,787 for other items.
Net non-cash expense items totaled $343,969 for the first quarter of 2018 and included $277,562 for depreciation and amortization, $21,120 for amortization of debt discount, $43,750 for director compensation and $1,537 for other items.
For the first quarter of 2019, general and administrative expenses were $205,174 compared to $150,831 for the same period of 2018.
Antimony
For the three months ended March 31, 2019, we sold 443,148 pounds of antimony compared to 415,964 pounds for the three months ended March 31, 2018. The raw material received from our North American supplier decreased by approximately 30,000 pounds for the three months ended March 31, 2019, compared to the same quarter for 2018. We had a increase in raw material of approximately 57,000 pounds from Mexico for the first quarter of 2019 compared to the same quarter for 2018.
The average sales price of antimony during the three months ended March 31, 2019 was $3.85 per pound compared to $4.04 during the same period in 2018.
The cyanide leach circuit at Puerto Blanco has been permitted, and construction of the leach circuit is underway and is nearly complete. The largest project was the construction of the tailings pond, and it is ready for a liner.
At the Wadley mine, production is being increased with more miners and load haul dump equipment. The use of pneumatic hammers is planned in lieu of explosives. We believe that we can double our production from this mine in 2019.
The Guadalupe mine has started production, and will be shipping direct shipping ore to our Madero smelter during 2019.
The Soyatal mine will be started once we receive an explosives permit.
Precious Metals
The caustic leach of flotation concentrates from Los Juarez was successful, and the pilot production of the Los Juarez gold, silver, and antimony will commence with the completion of the cyanide leach plant at Puerto Blanco. The cyanide leach plant at Puerto Blanco is on schedule to start testing in quarter two of 2019. Tests will include three technical discoveries that we expect to increase recovery and expedite processing.
For the three months ended March 31, 2019, income for precious metals was $24,527, compared to $60,410 for the same period of 2018.
The estimated recovery of precious metals per metric ton, after the caustic leach and cyanide leach circuits, is as follows:
| Metal | | Assay | | Recovery | | Value | | Value/Mt |
| Gold | | 0.035 opmt | | 90% | | $1200/oz | | $37.80 |
| Silver | | 3.27 opmt | | 90% | | $15.50/oz | | $45.61 |
| Antimony | | 0.652% | | 70% | | 4.14/lb | | $41.52 |
| Total | | | | | | | | $124.93 |
Current and prior years’ revenue from precious metals is as follows:
Precious Metal Sales Silver/Gold |
| Montana | | |
| Ounces Gold Shipped (Au) | 6.45 | 11.59 |
| Ounces Silver Shipped (Ag) | 1,724.40 | 4,073.27 |
| Total Revenues | $24,527 | $60,410 |
Bear River Zeolite (BRZ)
For the three months ended March 31, 2019, BRZ sold 3,841 tons of zeolite compared to 3,753 tons in the same period of 2018, up 88 tons (2%).
BRZ realized net income of $159,450 after depreciation of $46,301 in the first quarter of 2019, compared to a net income of $149,319 after depreciation of $47,820 for the same quarter of 2018.
BRZ realized an EBITDA for the three months ended March 31, 2019 of $205,571, compared to $197,319 for the same period in 2018.
We are anticipating continued growth in all areas of zeolite sales.
Financial Position
| Financial Condition and Liquidity | | |
| | | |
| Current assets | $1,519,890 | $1,903,256 |
| Current liabilities | (3,855,525) | (3,517,618) |
| Net Working Capital | $(2,335,635) | $(1,614,362) |
| | For the Three Months Ended |
| | | |
| Cash provided (used) by operations | $(85,590) | $163,661 |
| Cash provided by collection of note receivable | 400,000 | - |
| Cash used for capital outlay | (312,568) | (94,805) |
| Cash provided (used) by financing: | | |
| Net payments (to) from factor | (11,084) | 1,870 |
| Payments on notes payable to bank | (70,792) | (95,448) |
| Principal paid on long-term debt | (57,467) | (48,681) |
| Advance from related party | 125,200 | 75,000 |
| Checks issued and payable | (845) | (17,203) |
| Net change in cash and cash equivalents | $(13,146) | $(15,606) |
Our net working capital decreased by approximately $721,273 from December 31, 2018. Our cash and cash equivalents decreased by approximately $13,000 during the same period. The decrease in our net working capital was partially due to $76,000 for decommissioning an antimony plant in Reynosa, Mexico, and an increase of approximately $160,000 in the liabilities in Mexico. We spent approximately $312,000 for capital items, including the capitalized portion of demolishing the Lanxess plant in Reynosa, Mexico, and our long term debt decreased by approximately $59,000. We have estimated commitments for construction and improvements of $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 $202,000 which have been drawn down by $113,125 at March 31, 2019.
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, 2019. 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, 2019. 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, 2019.
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
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, 2019
| By: | /s/ John C. Lawrence | |
| | | John C. Lawrence, Director and President | |
| | | (Principal Executive) | |
| |
| |
| | | | |
| Date: May 15, 2019 | By: | /s/ Daniel L. Parks | |
| | | Daniel L. Parks, Chief Financial Officer | |
| | |
| |
