UNITED STATES ANTIMONY CORP
For the period ended Mar 31, 2024. Filed May 15, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 15, 2024
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ITEM 1. FINANCIAL STATEMENTS
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
| March 31,2024 | December 31,2023 | |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | $11,941,298 | $11,899,574 |
| Certificates of deposit | 22,216 | 72,898 |
| Accounts receivable, net | 1,057,742 | 625,256 |
| Inventories, net | 653,010 | 1,019,154 |
| Prepaid expenses and other current assets | 117,167 | 92,369 |
| Current assets held for sale (Note 11) | 215,110 | 366,955 |
| Total current assets | 14,006,543 | 14,076,206 |
| Properties, plants and equipment, net | 7,709,812 | 7,765,045 |
| Restricted cash for reclamation bonds | 55,060 | 55,061 |
| Other assets | 18,098 | 18,098 |
| Non-current assets held for sale (Note 11) | 6,215,574 | 6,180,585 |
| Total assets | $28,005,087 | $28,094,995 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| CURRENT LIABILITIES | ||
| Accounts payable | $403,441 | $330,147 |
| Accrued liabilities | 117,822 | 109,341 |
| Accrued liabilities - directors | 167,059 | 124,810 |
| Royalties payable | 52,527 | 153,429 |
| Long-term debt, current portion | 7,170 | 28,443 |
| Current liabilities held for sale (Note 11) | 158,103 | 151,288 |
| Total current liabilities | 906,122 | 897,458 |
| Stock payable to directors | 38,542 | 38,542 |
| Asset retirement obligations | 1,119,832 | 1,101,561 |
| Non-current liabilities held for sale (Note 11) | 536,466 | 536,466 |
| Total liabilities | 2,600,962 | 2,574,027 |
| COMMITMENTS AND CONTINGENCIES (Note 8) | ||
| 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 $969,375 and $967,500, 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: 0 shares issued and outstanding | - | - |
| Common stock, $0.01 par value, 150,000,000 shares authorized; 108,438,984 and 107,647,317 shares issued and outstanding, respectively | 1,084,389 | 1,076,472 |
| Additional paid-in capital | 64,051,844 | 63,853,836 |
| Accumulated deficit | (39,741,387) | (39,418,619) |
| Total stockholders' equity | 25,404,125 | 25,520,968 |
| Total liabilities and stockholders' equity | $28,005,087 | $28,094,995 |
| UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||
|---|---|---|---|---|---|
| For the three months ended | |||||
| March 31,2024 · March 31,2023 | |||||
| REVENUES | $2,831,390 | $2,210,844 | |||
| COST OF REVENUES | 2,008,486 | 1,816,001 | |||
| GROSS PROFIT | 822,904 | 394,843 | |||
| OPERATING EXPENSES: | |||||
| General and administrative | 455,394 | 141,271 | |||
| Salaries and benefits | 241,605 | 127,692 | |||
| Professional fees | 177,157 | 46,004 | |||
| Loss on disposal of property, plant and equipment | 17,494 | - | |||
| TOTAL OPERATING EXPENSES | 891,650 | 314,967 | |||
| INCOME (LOSS) FROM OPERATIONS | (68,746) | 79,876 | |||
| OTHER INCOME (EXPENSE): | |||||
| Interest and investment income | 150,851 | 122,372 | |||
| Trademark and licensing income | 6,368 | 7,525 | |||
| Other miscellaneous income (expense) | (2,372) | 83,608 | |||
| TOTAL OTHER INCOME | 154,847 | 213,505 | |||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 86,101 | 293,381 | |||
| Income tax expense | - | - | |||
| INCOME FROM CONTINUING OPERATIONS | 86,101 | 293,381 | |||
| Discontinued operations: | |||||
| Loss from discontinued operations before income taxes | (408,869) | (1,100,365) | |||
| Income tax expense | - | - | |||
| Loss from discontinued operations (Note 11) | (408,869) | (1,100,365) | |||
| Net loss | (322,768) | (806,984) | |||
| Preferred dividends | (1,875) | (1,875) | |||
| Net loss available to common stockholders | ($324,643) | ($808,859) | |||
| Basic and diluted earnings per common share: | |||||
| Income from continuing operations | $ | nil | $ | nil | |
| Loss from discontinued operations | $ | nil | $(0.01) | ||
| Net loss | $ | nil | $(0.01) | ||
| Weighted average shares outstanding: | |||||
| Basic | 107,908,306 | 107,260,472 | |||
| Diluted | 107,908,306 | 107,260,472 | |||
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)For the three months ended March 31, 2024 and 2023
| Total Preferred Stock · Common stock | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Shares · Amount · Shares · Amount · Additional Paid In Capital · Shares to be returned to treasury · Accumulated Deficit · Total | |||||||||
| Balances, December 31, 2022 | 2,620,576 | $26,205 | 106,373,341 | $1,063,732 | $64,052,630 | $(202,980) | $(33,070,332) | $31,869,255 | |
| Conversion of Preferred Series D to common stock | (1,692,672) | (16,926) | 1,692,672 | 16,927 | (1) | - | - | - | |
| Common stock buyback and retirement | - | - | (418,696) | (4,187) | (198,793) | 202,980 | - | - | |
| Net loss | - | - | - | - | - | - | (806,984) | (806,984) | |
| Balances, March 31, 2023 | 927,904 | $9,279 | 107,647,317 | $1,076,472 | $63,853,836 | $ | - | $(33,877,316) | $31,062,271 |
| Balances, December 31, 2023 | 927,904 | $9,279 | 107,647,317 | $1,076,472 | $63,853,836 | $ | - | $(39,418,619) | $25,520,968 |
| Share-based compensation | - | - | 791,667 | 7,917 | 198,008 | - | - | 205,925 | |
| Net loss | - | - | - | - | - | - | (322,768) | (322,768) | |
| Balances, March 31, 2024 | 927,904 | $9,279 | 108,438,984 | $1,084,389 | $64,051,844 | $ | - | $(39,741,387) | $25,404,125 |
| UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||
|---|---|---|
| March 31, 2024 | March 31, 2023 | |
| CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS: | ||
| Net income from continuing operations | $86,101 | $293,381 |
| Adjustments to reconcile net income from continuing operations to net cash | ||
| provided (used) by operating activities of continuing operations: | ||
| Depreciation and amortization | 106,147 | 69,332 |
| Accretion of asset retirement obligation | 18,271 | 375 |
| Loss on disposal of property, plant, and equipment | 17,494 | - |
| Write down of inventory to net realizable value | 80,143 | - |
| Share-based compensation | 205,925 | - |
| Other non-cash items | (15,695) | 2,041 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable, net | (432,486) | (919,819) |
| Inventories, net | 286,001 | (76,504) |
| Prepaid expenses and other current assets | (24,798) | (141,852) |
| Accounts payable | 73,294 | 158,942 |
| Accrued liabilities | 8,481 | (55,425) |
| Accrued liabilities – directors | 42,249 | 19,746 |
| Royalties payable | (100,902) | (419,191) |
| Net cash provided (used) by operating activities of continuing operations | 350,225 | (1,068,974) |
| CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS: | ||
| Proceeds from redemption of certificates of deposit | 50,682 | - |
| Purchases of properties, plant, and equipment | (52,713) | (501,202) |
| Net cash used by investing activities of continuing operations | (2,031) | (501,202) |
| CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS: | ||
| Payments on dividends payable | - | (787,730) |
| Principal payments on long-term debt | (21,273) | (23,022) |
| Net cash used by financing activities of continuing operations | (21,273) | (810,752) |
| Net cash flows provided (used) by continuing operations | 326,921 | (2,380,928) |
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | ||
| Net cash used by operating activities | (285,198) | (1,204,818) |
| Net cash used by investing activities | - | (113,568) |
| Net cash flows used by discontinued operations | (285,198) | (1,318,386) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 41,723 | (3,699,314) |
| |CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 11,954,635 | 19,117,666 |
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $11,996,358 | $15,418,352 |
| NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
| Common stock buyback and retirement | - | $202,980 |
| Conversion of Preferred Series D to Common Stock | - | $16,926 |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
NOTE 1 - NATURE OF OPERATIONS
United States Antimony Corporation and its subsidiaries in the U.S. and Mexico (“USAC”, the “Company”, “Our”, “Us”, or “We”) sell processed antimony, zeolite, and precious metals products in the U.S. and Canada. The Company processes antimony ore primarily into antimony oxide, antimony metal, and antimony trisulfide. Our antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Our antimony metal is used in bearings, storage batteries, and ordnance. Our antimony trisulfide is used as a primer in ammunition. In its operations in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in soil amendment and fertilizer, water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, and other miscellaneous applications. We recover certain amounts of precious metals, primarily gold and silver, at our plant in Montana from antimony concentrates.
Developments in the Current Period - Discontinued Operations
The Company has two subsidiaries in Mexico, US Antimony de Mexico, S.A. de C.V. (“USAMSA”) and Antimonio de Mexico, S.A. de C.V. (“ADM”). On March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets. The USAMSA subsidiary primarily includes the Company’s Madero antimony and precious metals plant in Parras de la Fuente Coahuila, Mexico and its Puerto Blanco antimony and precious metals plant in San Luis de la Paz Guanajuato, Mexico. The Company intends to sell its USAMSA subsidiary, operations, or assets over the next year and has initiated an active search for buyers of its operations and/or existing assets. While the Company will maintain its existing Los Juarez mining claims and concessions in Mexico, which are included in our ADM subsidiary, there are presently no active operations at Los Juarez. SeeNote 11for further information.
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
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, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, 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, 2023 filed with the Securities and Exchange Commission on April 12, 2024.
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.
Reclassifications
Certain reclassifications have been made to conform prior period amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Discontinued Operations
Disposal groups that meet the discontinued operations criteria by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20-45 are classified as discontinued operations and are excluded from continuing operations and segment results for all periods presented.
Share-Based Compensation
The Company’s share-based awards consist of restricted stock units (“RSUs”) and stock options granted to employees and non-employee directors.
RSUs are stock awards entitling the award recipient to a specified number of shares of the Company’s common stock as the award vests. Each of our RSU grants include a time-based vesting condition, which is the only vesting condition related to the RSU grants. The Company calculates the fair value of RSUs on the grant date using the closing market price of the Company’s common stock on the grant date. The Company expenses the grant date fair value of RSUs ratably over the requisite service period, other than RSUs that vest on the grant date, the grant date fair value of which is expensed on the grant date. The Company recognizes forfeitures as they occur.
Stock options grant award recipients the option to purchase a specified number of shares of the Company’s common stock at an exercise price per share specified in the grant agreement as the stock options vest. Stock option grants include either a time-based vesting condition or performance-based vesting conditions with a specified term to meet the performance condition. The Company calculates the fair value of stock options on the grant date using the Black-Scholes option-pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate. For time-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably over the requisite service period. For performance-based vesting stock option grants, the Company expenses the grant date fair value of the award based on the probability and timing of achieving the performance criteria. The Company recognizes forfeitures as they occur.
The expense related to employee and non-employee director share-based awards is recorded in “Salaries and benefits” and “General and administrative,” respectively, in the Condensed Consolidated Statements of Operations.
Recent Accounting Pronouncements
Management does not believe that any recently issued but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. Early adoption is permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
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 convertible preferred stock, stock options, RSUs, and warrants.
At March 31, 2024 and 2023, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive were as follows:
| March 31,2024 | March 31,2023 | |
|---|---|---|
| Warrants | 12,346,215 | 12,346,215 |
| RSUs | 225,695 | - |
| Total possible dilution | 12,571,910 | 12,346,215 |
NOTE 4 – REVENUE RECOGNITION
Products consist of the following:
| · | Antimony: includes antimony oxide, antimony metal, antimony trisulfide. |
| · | Zeolite: includes coarse and fine zeolite crushed in various sizes. |
| · | Precious metals: includes unrefined and refined gold and silver. |
Sales of products for the three months ended March 31, 2024 and 2023 were as follows:
| For the three months ended | ||
|---|---|---|
| March 31,2024 | March 31,2023 | |
| Antimony product revenue | $2,228,385 | $1,612,639 |
| Zeolite product revenue | 603,005 | 482,093 |
| Precious metals product revenue | - | 116,112 |
| TOTAL REVENUES | $2,831,390 | $2,210,844 |
Domestic and foreign revenues for the three months ended March 31, 2024 and 2023 were as follows:
| For the three months ended | ||
|---|---|---|
| March 31,2024 | March 31,2023 | |
| Domestic revenues | $2,280,774 | $1,991,230 |
| Foreign revenues | 550,616 | 219,614 |
| TOTAL REVENUES | $2,831,390 | $2,210,844 |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
The Company’s trade accounts receivable balance related to contracts with customers was $1,057,742 at March 31, 2024 and $625,256 at December 31, 2023, net of an allowance for doubtful accounts related to trade accounts receivables of $271,212 at March 31, 2024 and December 31, 2023. The Company’s products do not involve any warranty agreements and product returns are not typical.
NOTE 5– INVENTORIES
Inventories at March 31, 2024 and December 31, 2023 consisted primarily of finished antimony metal and oxide products, antimony ore and concentrates, and finished zeolite products. Inventories are stated at the lower of first-in, first-out cost or estimated net realizable value. Finished antimony products and finished zeolite products costs include direct materials, direct labor, overhead, depreciation, and freight. Inventories at March 31, 2024 and December 31, 2023 were as follows:
| March 31,2024 | December 31,2023 | |
|---|---|---|
| Antimony oxide inventory | $136,245 | $252,927 |
| Antimony metal inventory | 90,631 | 237,429 |
| Antimony ore and concentrates inventory | 24,482 | 23,752 |
| Total antimony inventory | 251,358 | 514,108 |
| Zeolite inventory | 401,652 | 505,046 |
| TOTAL INVENTORIES | $653,010 | $1,019,154 |
At March 31, 2024 and December 31, 2023, inventories were valued at cost, except for the portion of inventory related to zeolite which was valued at net realizable value because costs were greater than the amount the Company expected to receive on the sale of zeolite inventory. The adjustment to inventory for net realizable value was $80,143 and $Nil for the three months ended March 31, 2024 and 2023, respectively.
Antimony oxide and metal inventory consisted of finished product held by the Company’s plants in Montana and Mexico. Antimony ore and concentrates were held primarily at its sites in Montana and Mexico. The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s plant located in Idaho.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT
The major components of the Company’s properties, plants and equipment (“PP&E”) by segment at March 31, 2024 and December 31, 2023 were as follows:
| March 31, 2024 · Antimony Segment · Zeolite Segment · Precious Metals | |||||
|---|---|---|---|---|---|
| USAC | Mexico | BRZ | Segment | TOTAL | |
| Plant and equipment | $1,675,444 | $79,001 | $5,368,804 | $234,174 | $7,357,423 |
| Buildings | 243,248 | 11,970 | 2,025,043 | - | 2,280,261 |
| Land and other | 2,727,198 | 1,329,987 | 687,639 | - | 4,744,824 |
| Construction in progress | - | - | 18,590 | - | 18,590 |
| PP&E, gross | $4,645,890 | $1,420,958 | $8,100,076 | $234,174 | $14,401,098 |
| Accumulated depreciation | (2,675,660) | (239,047) | (3,597,180) | (179,399) | (6,691,286) |
| PP&E, net | $1,970,230 | $1,181,911 | $4,502,896 | $54,775 | $7,709,812 |
| December 31, 2023 · Antimony Segment · Zeolite Segment · Precious Metals | |||||
|---|---|---|---|---|---|
| USAC | Mexico | BRZ | Segment | TOTAL | |
| Plant and equipment | $1,675,444 | $79,001 | $5,336,808 | $234,174 | $7,325,427 |
| Buildings | 243,248 | 11,970 | 2,025,043 | - | 2,280,261 |
| Land and other | 2,727,198 | 1,329,987 | 687,639 | - | 4,744,824 |
| Construction in progress | - | - | 8,951 | - | 8,951 |
| PP&E, gross | $4,645,890 | $1,420,958 | $8,058,441 | $234,174 | $14,359,463 |
| Accumulated depreciation | (2,661,719) | (235,024) | (3,524,130) | (173,545) | (6,594,418) |
| PP&E, net | $1,984,171 | $1,185,934 | $4,534,311 | $60,629 | $7,765,045 |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
NOTE 7 – LONG-TERM DEBT
Long-term debt at March 31, 2024 and December 31, 2023 was as follows:
| March 31,2024 · December 31,2023 | ||||
|---|---|---|---|---|
| Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated truck | $7,170 | $28,443 | ||
| Total debt | 7,170 | 28,443 | ||
| Less current portion of debt | (7,170) | (28,443) | ||
| Long term portion of debt | $ | - | $ | - |
The principal payments owed Caterpillar Financial Services of $7,170 at March 31, 2024 will be due in April 2024.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company follows U.S. GAAP guidance in determining its accruals and disclosures with respect to loss contingencies and evaluates such accruals and contingencies for each reporting period. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a loss could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
Historically, 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, 2024 and December 31, 2023, the Company had no accrued liabilities relating to such assessments. However, during the first quarter of 2024, Bear River Zeolite Company (“BRZ”), a wholly owned subsidiary of the Company, received four significant and substantial citations from MSHA, all of which have been rectified by BRZ prior to the filing of this quarterly report.
On a combined basis, BRZ pays royalties ranging from 8% to 13% on the sale of zeolite products. At March 31, 2024 and December 31, 2023, the Company had accrued royalties payable of $52,527 and $153,429, respectively.
NOTE 9 – STOCKHOLDERS’ EQUITY
On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted the preferred shares and the Company issued 1,692,672 shares of common stock. The Company also paid the holders $787,730 for dividends payable as declared on November 28, 2022.1,590,672 shares of the 1,692,672 shares of Series D Preferred stock that were converted and $740,261 of the $787,730 of dividends paid related to the estate of John Lawrence, who was a prior President and Chairman of the Company.
On January 26, 2023, in conjunction with its share repurchase plan, the Company returned to treasury and cancelled 418,696 of its common shares which were repurchased prior to December 31, 2022 for $202,980.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Stock option and RSU awards were granted on January 29, 2024 and March 1, 2024 in accordance with our 2023 Equity Incentive Plan, which was approved by the Company’s shareholders. No other equity grants were outstanding at March 31, 2024. The Company’s Board of Directors granted to an employee on January 29, 2024100,000 RSUs, one-third of which vest each year beginning each anniversary subsequent to the grant date, and 200,000 stock options with performance-based vesting conditions and a 10-year term. The fair value of the RSUs granted on January 29, 2024 was $24,000 and the fair value of the stock options granted on January 29, 2024 was $48,000. The Company’s Board of Directors also granted 2,375,000 RSUs and 3,400,000 stock options to employees and non-employee directors on March 1, 2024 with the RSUs vesting one-third each year beginning on the grant date, 2,500,000 stock options vesting one-third each year beginning each anniversary subsequent to the grant date, and 900,000 stock options with performance-based vesting conditions and a 3-year term. The fair value of the RSUs granted on March 1, 2024 was $522,500 and the fair value of the stock options granted on March 1, 2024 was $544,000. One-third of the RSUs granted on March 1, 2024, which equates to 791,667 shares of the Company’s common stock, vested during the three months ended March 31, 2024. At March 31, 2024, 1,583,333 RSU’s are unvested from the March 1, 2024 grant and 100,000 RSUs are unvested from the January 29, 2024 grant. The Company expensed $205,925 and $nil during the three months ended March 31, 2024 and 2023, respectively, related to stock option and RSU grants.
The remaining unrecognized compensation expense for RSUs granted on January 29, 2024 was $22,667 at March 31, 2024, which is expected to be recognized over the next 2.83 years. The remaining unrecognized compensation expense for RSUs granted on March 1, 2024 was $333,819 at March 31, 2024, which is expected to be recognized over the next 2.92 years.
The remaining unrecognized compensation expense for stock options granted on January 29, 2024 was $47,200 at March 31, 2024, which is expected to be recognized over the next 8.33 years. These stock options had no intrinsic value at March 31, 2024. The remaining unrecognized compensation expense for stock options granted on March 1, 2024 was $528,889 at March 31, 2024, which is expected to be recognized over the next 2.92 years. The intrinsic value of these stock options at March 31, 2024 was $102,000.
The fair value of stock options granted on January 29, 2024 and March 1, 2024 and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows:
| Stock Options | Stock Options | |
|---|---|---|
| Granted On | Granted On | |
| January 29,2024 | March 1,2024 | |
| Fair value per share of options granted | $0.24 | $0.16 |
| Options granted | 200,000 | 3,400,000 |
| Exercise price per share | $0.25 | $0.22 |
| Expected Term (in years) | 10 | 3 |
| Risk-free rate | 4.08% | 4.32% |
| Volatility | 302.65% | 116.28% |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Common stock warrants
No warrants were issued, expired, or exercised during the three months ended March 31, 2024 and 2023.
The composition of the Company’s warrants outstanding at March 31, 2024 and 2023 was as follows:
| Number of warrants | Exercise Price | Expiration Date | Remaining life (years) |
|---|---|---|---|
| 2,285,715 | $0.46 | 7/31/2025 | 1.33 |
| 804,000 | $0.46 | 1/27/2026 | 1.83 |
| 7,650,000 | $0.85 | 8/3/2026 | 2..34 |
| 1,606,500 | $0.85 | 2/1/2026 | 1.84 |
NOTE 10 – BUSINESS SEGEMENTS
The Company is organized and managed with four business segments, which represent our operating units: United States antimony operations, Mexico antimony operations, precious metals recovery and United States zeolite operations. SeeNote 11 for the Mexico discontinued operations that are excluded from business segments.
Total assets by segment at March 31, 2024 and December 31, 2023 were as follows:
| Total Assets, Excluding Discontinued Operations | March 31,2024 | December 31,2023 |
|---|---|---|
| Antimony segment: | ||
| United States total assets | $14,962,876 | $14,769,408 |
| Mexico total assets | 1,248,036 | 1,211,319 |
| Subtotal antimony segment | $16,210,912 | $15,980,727 |
| Precious metals segment: | ||
| United States total assets | $86,864 | $92,718 |
| Mexico total assets | - | - |
| Subtotal precious metals segment | $86,864 | $92,718 |
| Zeolite segment | 5,276,627 | 5,474,010 |
| Total assets, excluding discontinued operations | $21,574,403 | $21,547,455 |
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Total capital expenditures by segment for the three months ended March 31, 2024 and 2023 were as follows:
| Capital expenditures, Excluding Discontinued Operations | For the three months ended | ||
|---|---|---|---|
| March 31,2024 · March 31,2023 | |||
| Antimony segment: | |||
| United States capital expenditures | $ | - | $3,550 |
| Mexico capital expenditures | - | - | |
| Subtotal antimony segment | $ | - | $3,550 |
| Precious metals segment | - | - | |
| Zeolite segment | 52,713 | 497,652 | |
| Total capital expenditures, excluding discontinued operations | $52,713 | $501,202 | |
Selected segment operational information for the three months ended March 31, 2024 and 2023 were as follows:
| Segment Operations, Excluding Discontinued Operations · Antimony · Antimony · Total · Precious | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended March 31, 2024 · USA · Mexico · Antimony · Metals · Zeolite · Total | ||||||||||||||||
| Total revenues | $2,228,385 | $ | - | $2,228,385 | $ | - | $603,005 | $2,831,390 | ||||||||
| Depreciation and amortization | 13,941 | 4,024 | 17,965 | 5,854 | 82,328 | 106,147 | ||||||||||
| Income (loss) from operations | $394,806 | ($26,197) | $368,609 | ($5,854) | ($431,501) | (68,746) | ||||||||||
| Other income | 154,847 | |||||||||||||||
| Income tax expense | - | |||||||||||||||
| NET INCOME | $86,101 | |||||||||||||||
| Segment Operations, Excluding Discontinued Operations | Antimony | Antimony | Total | Precious | ||||||||||||
| For the three months ended March 31, 2023 | USA | Mexico | Antimony | Metals | Zeolite | Total | ||||||||||
| Total revenues | $1,612,639 | $ | - | $1,612,639 | $116,112 | $482,093 | $2,210,844 | |||||||||
| Depreciation and amortization | 8,280 | 4,024 | 12,304 | 5,854 | 51,174 | 69,332 | ||||||||||
| Income (loss) from operations | $62,072 | ($27,849) | $34,223 | $110,258 | ($64,605) | $79,876 | ||||||||||
| Other income | 213,505 | |||||||||||||||
| Income tax expense | - | |||||||||||||||
| NET INCOME | $293,381 | |||||||||||||||
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
NOTE 11 – DISCONTINUED OPERATIONS
As described inNote 1, on March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets over the next year. The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024. Accordingly, the condensed consolidated financial statements and notes to the condensed consolidated financial statements reflect the results of USAMSA as a discontinued operation and are excluded from continuing operations and segment results for all periods presented.
Our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows report discontinued operations separate from continuing operations. Our Condensed Consolidated Statements of Equity combine the results of continuing and discontinued operations.
The key components of the loss from discontinued operations for the three months ended March 31, 2024 and 2023 were as follows:
| For the three months ended | |||
|---|---|---|---|
| March 31,2024 · March 31,2023 | |||
| REVENUES | $240,677 | $ | - |
| COST OF REVENUES | 474,096 | 930,262 | |
| GROSS PROFIT LOSS | (233,419) | (930,262) | |
| OPERATING EXPENSES: | |||
| General and administrative | 44,892 | 14,323 | |
| Professional fees | 35,151 | 38,802 | |
| Other operating expenses | 88,246 | 108,345 | |
| TOTAL OPERATING EXPENSES | 168,289 | 161,470 | |
| LOSS FROM OPERATIONS | (401,708) | (1,091,732) | |
| OTHER EXPENSE: | |||
| Other miscellaneous expense | (7,161) | (8,633) | |
| TOTAL OTHER EXPENSE | (7,161) | (8,633) | |
| LOSS FROM DISCONTINUED OPERATIONS BEFORE TAX | (408,869) | (1,100,365) | |
| Income tax expense | - | - | |
| LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | $(408,869) | $(1,100,365) | |
Depreciation and amortization expense of USAMSA totaled $nil and $154,909 for the three months ended March 31, 2024 and 2023, respectively.
Accretion of asset retirement obligation of USAMSA totaled $nil and $2,993 for the three months ended March 31, 2024 and 2023, respectively.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Write down of inventory to net realizable value of USAMSA totaled $43,074 and $246,792 for the three months ended March 31, 2024 and 2023, respectively.
Capital expenditures of USAMSA totaled $nil and $113,568 for the three months ended March 31, 2024 and 2023, respectively.
The carrying amounts of major classes of assets and liabilities of USAMSA included in assets and liabilities of discontinued operations were as follows:
| March 31,2024 | December 31,2023 | |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Inventories, net | $215,110 | $366,955 |
| Total current assets, discontinued operations | 215,110 | 366,955 |
| Properties, plants and equipment, net | 5,689,446 | 5,689,446 |
| IVA receivable and other assets, net | 526,128 | 491,139 |
| Total assets, discontinued operations | $6,430,684 | $6,547,540 |
| LIABILITIES | ||
| CURRENT LIABILITIES | ||
| Accounts payable | $137,744 | $126,788 |
| Accrued liabilities | 20,359 | 24,500 |
| Total current liabilities, discontinued operations | 158,103 | 151,288 |
| Asset retirement obligations | 536,466 | 536,466 |
| Total liabilities, discontinued operations | $694,569 | $687,754 |
Mexican Tax Assessment
In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. The assessment was settled in 2018 with no assessment due from the Company.
In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $795,000 USD as of December 31, 2021.
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)March 31, 2024
Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. In 2022, the Mexican court ruled against the Company in the above matter. The Company subsequently appealed the ruling.
As of December 31, 2023, the updated SAT assessment was approximately $22.4 million pesos, or approximately $1,320,000 USD, which includes $352,000 of unpaid income taxes and $968,000 of interest and penalties. Management, along with its legal counsel, assessed the possible outcomes for this tax audit and believes, based on discussions with its attorneys located in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount should be accrued at December 31, 2023 or December 31, 2022 relating to this potential tax liability.
In March 2024, the Company received a favorable ruling from its appeal with no assessment due related to this audit of USAMSA’s 2013 income tax return by SAT. This ruling supports the Company’s position on this tax matter and had no impact on the Company’s financial statements at March 31, 2024 or December 31, 2023. Mexico’s lower court will issue a final ruling on this matter as to whether this decision can be appealed by the appropriate Mexican authorities.
Mexico Value Added Tax
USAMSA records a receivable for the Value Added Tax (“VAT” or “IVA”) it pays on certain goods and services representing amounts to be reimbursed from the Mexican government. USAMSA has a reserve of $717,647 and $687,534 on its IVA receivable balance at March 31, 2024 and December 31, 2023, respectively. The net IVA receivable of $470,083 and $435,094 at March 31, 2024 and December 31, 2023, respectively, is recorded in “IVA receivable and other assets, net” in assets held for sale in discontinued operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.