United States Antimony Corporation
UAMY
#5685
Rank
NZ$1.97 B
Marketcap
NZ$13.76
Share price
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Change (1 year)

United States Antimony Corporation - 10-Q quarterly report FY2014 Q1


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)

þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2014

o
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 þ  NO o

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 þ  NO o

Indicate by check mark whether the registrant is a shell company as defined by Rule 12b-2 of the Exchange Act.
 
YES o  NO þ
 
At May 7, the registrant had outstanding 63,364,540 shares of par value $0.01 common stock.

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filero Accelerated filerþ
 Non-accelerated filero Smaller reporting companyo
 (Do not check if a smaller reporting company)   
 


 
 
 
 
 
UNITED STATES ANTIMONY CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD
ENDED MARCH 31, 2014
(UNAUDITED)

TABLE OF CONTENTS
 
 Page
  
PART I – FINANCIAL INFORMATION
 
   
Item 1: Financial Statements (unaudited)
1-13
   
Item 2: Management’s Discussion and Analysis of Results of Operations and Financial Condition
14-16
   
Item 3: Quantitative and Qualitative Disclosure about Market Risk
16
   
Item 4: Controls and Procedures
17
   
PART II – OTHER INFORMATION
   
Item 1: Legal Proceedings
18
   
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
18
   
Item 3: Defaults upon Senior Securities
18
   
Item 4: Mine Safety Disclosures
18
   
Item 5: Other Information
18
   
Item 6: Exhibits and Reports on Form 8-K
18
   
SIGNATURE
19
   
CERTIFICATIONS
20-25
 
[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)
    
   
March 31,
2014
  
December 31,
2013
 
ASSETS
      
Current assets:
      
Cash and cash equivalents
 $4,851  $20,343 
Certificates of deposit
  248,915   246,565 
Accounts receivable, net
  872,861   576,021 
Inventories
  680,685   1,034,770 
Other current assets
  80,352   32,865 
Total current assets
  1,887,664   1,910,564 
          
Properties, plants and equipment, net
  12,520,820   12,395,645 
Restricted cash for reclamation bonds
  75,501   75,501 
Other assets
  552,230   509,281 
Total assets
 $15,036,215  $14,890,991 
          
LIABILITIES AND STOCKHOLDERS' EQUITY
        
Current liabilities:
        
Checks issued and outstanding
 $37,179   - 
Accounts payable
  1,943,813  $1,734,767 
Due to factor
  218,223   177,701 
Accrued payroll, taxes and interest
  138,865   124,937 
Other accrued liabilities
  53,935   50,745 
Payables to related parties
  1,466   15,549 
Deferred revenue
  92,138   110,138 
Notes payable to bank
  154,503   138,520 
Long-term debt, current
  399,391   126,984 
Total current liabilities
  3,039,513   2,479,341 
          
Long-term debt, net of discount and current portion
  767,712   1,002,215 
Stock payable to directors for services
  150,000   150,000 
Asset retirement obligations and accrued reclamation costs
  259,590   257,580 
Total liabilities
  4,216,815   3,889,136 
Commitments and contingencies (Note 4 and 6)
        
          
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 $892,500 and $885,000,
        
 respectively)
  7,500   7,500 
Series C: 177,904 shares issued and outstanding
        
(liquidation preference $97,847)
  1,779   1,779 
Series D: 1,751,005 shares issued and outstanding
        
(liquidation preference $4,796,731)
  17,509   17,509 
Common stock, $0.01 par value, 90,000,000 shares authorized;
        
63,281,206 and 63,156,206 shares issued and outstanding, respectively
  632,812   631,562 
Additional paid-in capital
  32,204,714   32,030,249 
Accumulated deficit
  (22,044,914)  (21,686,744)
Total stockholders' equity
  10,819,400   11,001,855 
Total liabilities and stockholders' equity
 $15,036,215  $14,890,991 
 
The accompanying notes are an integral part of the consolidated financial statements
 
 
1

 
 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
 
   
For the three months ended
 
   
March 31,
2014
  
March 31,
2013
 
        
REVENUES
 $2,952,314  $2,966,775 
          
COST OF REVENUES
  3,004,854   3,028,909 
          
GROSS PROFIT (LOSS)
  (52,540)  (62,134)
          
OPERATING EXPENSES:
        
     General and administrative
  207,497   224,518 
     Professional fees
  91,238   101,985 
 Gain on sale of equipment
  (5,450)  - 
TOTAL OPERATING EXPENSES
  293,285   293,285 
          
LOSS FROM OPERATIONS
  (345,825)  (355,419)
          
OTHER INCOME (EXPENSE):
        
Interest income
  2,758   3,089 
Interest expense
  (114)  (1,461)
Factoring expense
  (14,989)  (21,816)
TOTAL OTHER INCOME (EXPENSE)
  (12,345)  (20,188)
          
NET LOSS
 $(358,170) $(375,607)
          
Net loss per share of
        
common stock:
        
Basic and diluted
 $(0.01) $(0.01)
          
Weighted average shares outstanding:
        
Basic and diluted
  63,224,806   61,896,726 
 
The accompanying notes are an integral part of the consolidated financial statements
 
 
2

 
 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
   
For the three months ended
 
   
March 31,
2014
  
March 31,
2013
 
Cash Flows From Operating Activities:
      
Net loss
 $(358,170) $(408,825)
Adjustments to reconcile net loss to net cash used
        
by operating activities:
        
Depreciation and amortization expense
  185,462   181,918 
Accretion of asset retirement obligation
  2,010   2,010 
Common stock issued for services
  -   2,628 
Gain on sale of asset
  5,450   - 
Change in:
        
Accounts receivable, net
  (296,840)  (180,139)
Inventories
  354,085   177,457 
Other current assets
  (48,387)  (40,301)
Other assets
  (45,299)  (21,639)
Accounts payable
  214,761   (113,623)
Due to factor
  40,522   281,194 
Accrued payroll, taxes and interest
  13,928   11,511 
Other accrued liabilities
  3,190   3,762 
Deferred revenue
  (18,000)  - 
Payables to related parties
  (14,083)  (342)
Net cash provided (used) by operating activities
  38,629   (104,389)
          
Cash Flows From Investing Activities:
        
Purchase of properties, plants and equipment
  (296,147)  (456,876)
Net cash used by investing activities
  (296,147)  (456,876)
          
Cash Flows From Financing Activities:
        
Proceeds from issuance of long term debt
  50,000   - 
Proceeds from sales of common stock
  170,000   - 
Proceeds from notes payable to bank
  15,983   - 
Principal payments on long-term debt
  (31,136)  (46,252)
Change in checks issued and payable
  37,179   - 
Net cash provided (used) by financing activities
  242,026   (46,252)
          
NET DECREASE IN CASH AND CASH EQUIVALENTS
  (15,492)  (607,517)
          
Cash and cash equivalents at beginning of period
  20,343   1,000,811 
Cash and cash equivalents at end of period
 $4,851  $393,294 
          
          
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
        
Noncash investing activities:
        
Properties, plants and equipment acquired with long-term debt
 $19,040     
Properties, plants and equipment acquired with accounts payable
     $15,750 
   Noncash financing activities:
        
      Equipment sold for note receivable
 $10,000     
 
The accompanying notes are an integral part of the consolidated financial statements
 
 
3

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation:

The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three month periods ended March 31, 2014, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014.

Reclassifications
Certain consolidated financial statement amounts for the three month periods ended March 31, 2013, have been reclassified to conform to the 2014 presentation.  These reclassifications had no effect on the net income (loss) or accumulated deficit as previously reported.

Management estimates their effective tax rate at 0% for the current year.

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, 2013.

During the three months ended March 31, 2014 and 2013, the Company incurred interest expense of $11,689 and $6,058, respectively, of which $11,575, and $4,597, respectively, has been capitalized as part of the cost of construction projects in Mexico.

2. 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.  Management has determined that the calculation of diluted earnings per share for the three month periods ended March 31, 2014 and March 31, 2013, is not applicable since any additions to outstanding shares related to common stock equivalents would be anti-dilutive.

As of March 31, 2014 and 2013, 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:

   
3/31/2014
  
3/31/2013
 
Warrants
  2,364,407   1,934,667 
Convertible preferred stock
  1,751,005   1,751,005 
Total possible dilution
  4,115,412   3,685,672 
 
 
4

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

3. Inventories:

Inventories at March 31, 2014, and December 31, 2013, consisted primarily of finished antimony products, antimony metal, antimony ore, and finished zeolite products that are stated at the lower of first-in, first-out cost or estimated net realizable value. Finished antimony products, antimony metal and finished zeolite products costs include raw materials, direct labor and processing facility overhead costs and freight. Inventory at March 31, 2014 and December 31, 2013, is as follows:

   
March 31,
2014
  
December 31,
2013
 
Antimony Metal
 $45,522  $33,850 
Antimony Oxide
  268,557   535,251 
Antimony Concentrate
  134,043   93,190 
Antimony Ore
  120,643   106,519 
   Total antimony
  568,765   768,810 
Zeolite
  111,920   265,960 
   $680,685  $1,034,770 
 
4. 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 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 Receivable
 
March 31,
2014
  
December 31,
2013
 
Accounts receivable - non factored
 $658,669  $402,351 
Accounts receivable - factored with recourse
  218,223   177,701 
   less allowance for doubtful accounts
  (4,031)  (4,031)
      Accounts receivable - net
 $872,861  $576,021 
 
 
5

 

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

5. Other Assets:

Guadalupe

On March 7, 2012 and on April 4, 2012 the Company entered into a supply agreement and a loan agreement, respectively, (“the Agreements”) with several individuals collectively referred to as ‘Grupo Roga’ or ‘Guadalupe.’  The individuals are the holders of mining concessions located in Mexico in which the Company is interested.  The supply agreement specified that the Company would advance monies to Guadalupe for specific expenses, including repairs of road and payment of mining taxes.  In addition, the Company agreed to purchase antimony ore mined at Guadalupe and pay for mining and trucking costs incurred with the condition that the ore maintain a grade of 3% or more of recoverable antimony. The advances are to be repaid by deducting 10% from the value of each antimony ore shipment. During 2012 and 2013, the recoverable grade of antimony was less than 3% and the amounts due the Company from Guadalupe increased as a result of recoverable antimony shortfalls.

The Agreements with Guadalupe granted the Company an option to purchase the concessions outright for $2,000,000. The Agreements also provide that in event of a breach of the terms by Guadalupe that the Company has a right to enter the property and take possession of the mining concessions. The advances are collateralized by a mortgage on the concessions.  As of March 31, 2014 and December 31, 2013, the Company had cumulative loans and advances due from Guadalupe of $505,230, and $489,281, respectively, included in its other assets.

Soyatal
On August 5, 2013, the Company entered into a supply agreement with the owners of the Soyatal concessions similar to that of Guadalupe and notified the owners of Soyatal that it was exercising the option to purchase the Soyatal property. The option exercise agreement allowed the Company to apply all amounts previously due the Company (the “Purchase Price Credits”) by Soyatal of $420,411 to the purchase price consideration. At December 31, 2013, the Company had Purchase Price Credits of approximately $325,000 which can be used as payments on the note at the rate of $100,000 per year until gone.  The Company is obligated to make payments of $200,000 annually through 2020, and a final payment of $100,000 is due in 2021.  The debt payable for the Soyatal mine is non-interest bearing. The Company recorded the debt and the related Soyatal mine asset by determining the net present value of the contractual stream of payments due using a 6% discount rate. The resulting discount on the Soyatal debt is approximately $212,000 at December 31, 2013, and is netted against the debt payable resulting in a discounted amount of $762,541, at December 31, 2013. The discount will be amortized to interest expense using the effective interest method over the life of the debt.  No payments were made on the debt during the first quarter of 2014.  The first payment of $200,000 is due January 1, 2015. 

6. Commitments and Contingencies:

In 2005, AM signed an option agreement that gives AM the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for annual payments.  Total payments will not exceed $1,430,344, reduced by taxes paid.  During the three months ended March 31, 2014 and the year ended December 31, 2013, $0 and $130,434, respectively, was paid and capitalized as mineral rights in accordance with the Company’s accounting policies.  At March 31, 2014, approximately $450,000 of option payments are scheduled to be paid in June 2014.

 
6

 

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

6. Commitments and Contingencies, Continued:

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. The Company has accrued $7,909 of liabilities in other accrued liabilities as of March 31, 2014 related to such assessments.

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 mandatory term of one year and requires payments of $34,800 per month.  The lease is renewable each year with a 15 day notice to the lessor, and agreement of terms.

7. Notes Payable to Bank:

During 2012, the Company negotiated a new credit facility increasing the Company’s lines of credit by $202,000.  As part of this agreement, the Company has pledged two $101,000 certificates of deposit as collateral.  The increased loan facility allows us access to borrowings at an interest rate of 5.0% for the portion of the credit line used.  At March 31, 2014, we had drawn $154,503 which was reported as notes payable to bank.

At March 31, 2014 and December 31, 2013, the Company had the following notes payable to the bank:
 
  March 31,  December 31, 
  2014  2013 
Promissory note payable to First Security Bank of Missoula, bearing interest at 5.0%, maturing February 27, 2016, payable on demand, collateralized by a lien on Certificate of Deposit number 48614 $73,606  $70,952 
         
Promissory note payable to First Security Bank of Missoula, bearing interest at 5.0%, maturing February 27, 2016, payable on demand, collateralized by a lien on Certificate of Deposit number 48615     80,897   67,568 
         
 Total notes payable to bank $154,503  $138,520 
                                                                                             
These notes are personally guaranteed by John C. Lawrence the Company’s President and Chairman of the Board of Directors.

 
7

 

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

8.           Long – Term Debt:
 
Long-Term debt at March 31, 2014 and December 31, 2013, is as follows:
 
March 31.
  
December 31,
 
   
2014
  
2013
 
       
       
Note payable to BMT Leasing, bearing interest at 6.9%; payable in monthly installments of $3,555; maturing December 2014; collateralized by equipment.
 $16,029  $- 
         
Note payable to Thermo Fisher Financial Co., bearing interest at 8.54%; payable in monthly installments of $2,792; maturing December 2013; collateralized by equipment.
  -   5,583 
         
Note payable to Stearns Bank, bearing interest at 6.9%; payable in monthly installments of $3,555; maturing December 2014; collateralized by equipment.
  34,459   41,117 
         
Note payable to Western States Equipment Co., bearing interest at 6.15%; payable in monthly installments of $2,032; maturing June 2015; collateralized by equipment.
  29,276   34,861 
         
Note payable to Catepillar Financial, bearing interest at 5.95%; payable in monthly installments of $827; maturing September 2015; collateralized by equipment.
  14,963   16,440 
         
Note payable toDe Lage Landen Financial Services, bearing interest at 5.30%; payable in monthly installments of $549; maturing  March 2016; collateralized by equipment.
  13,089   13,945 
         
Note payable to Phyllis Rice, bearing interest at 1%; payable in monthly installments of $2,000; maturing March 2015; collateralized by equipment.
  31,808   33,808 
         
Note payable to De Lage Landen Financial Services, bearing interest at 5.12%; payable in monthly installments of $697; maturing December 2014; collateralized by equipment.
  7,548   8,797 
         
Note payable to Catepillar Financial, bearing interest at 6.15%; payable in monthly installments of $766; maturing August 2014; collateralized by equipment.
  4,518   5,921 
         
Note payable to De Lage Landen Financial Services, bearing interest at 5.28%; payable in monthly installments of $709; maturing June 2014; collateralized by equipment.
  2,872   4,186 
         
Obligation payable for Soyatal Mine, non-interest bearing, annual payments of $200,000  through 2019, net of discount of $212,048
  762,541   762,541 
         
Note payable to Robert Detwiler, a shareholder, bearing interest at 10.0%, due January 31, 2016; collateralized by equipment.
  50,000     
         
Note payable to Robert Detwiler, a shareholder, bearing interest at 10.0%, due January 2, 2015; collateralized by equipment.
  80,000   82,000 
         
Note payable to Betsy Detwiler, a shareholder, bearing interest at 10.0%, due January 2, 2015; monthly payments of $1,000;collateralized by equipment.
  120,000   120,000 
    1,167,103   1,129,199 
Less current portion
  (399,391)  (126,984)
Long-term portion
 $767,712  $1,002,215 
 
 
8

 

PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

8. Long – Term Debt, Continued:

At March 31, 2014, principal payments on debt are due as follows:
 
Due by March 31,
   
2015
  399,391 
2016
  119,032 
2017
  60,952 
2018
  139,199 
2019
  172,962 
2020
  183,339 
2021
  92,228 
   $1,167,103 
 
9. Concentrations of Risk:
 
  
For the Period Ended
 
Sales to Three Largest Customers
 
March 31,
2014
  
March 31,
2013
 
Alpha Gary Corporation
 $1,142,850  $1,063,716 
General Electric
  -   195,300 
Kohler Corporation
  778,766   712,485 
Teck American, Inc.
  145,432   - 
   $2,067,048  $1,971,501 
% of Total Revenues
  70.10%  66.50%
 
Three Largest Accounts Receivable
 
March 31,
2014
  
December 31,
2013
 
Kohler Corporation
 $383,589  $202,019 
Commerce Industrial Chemical
  57,715   - 
Alpha Gary Corporation
  -   42,778 
Teck American, Inc.
  203,888   88,329 
   $645,192  $333,126 
% of Total Receivables
  74.00%  57.83%
 
10. Related Party Transactions:

During the three months ended March 31, 2014 and 2013, the Chairman of the audit committee and compensation committee received $9,000 and $9,000, respectively, for services performed.

During the three months ended March 31, 2014 and 2013, the Company paid $3,732  and $23,085, respectively, to John Lawrence, our President and Chief Executive Officer, as reimbursement for equipment used by the Company.

 
9

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

10. Related Party Transactions, Continued:

During the three months ended March 31, 2014 and 2013, the Company paid royalty expenses, based on sales of zeolite, of $15,605, and $12,482, respectively, to a company controlled by the estate of Al Dugan, formerly a significant stockholder and the father of a former director.

11. Income Taxes:

The Company had recognized a deferred tax asset of $229,451 as of December 31, 2012. During the year ended December 31, 2013, the Company recognized a valuation allowance equal to 100% of the net deferred tax asset, as management of the Company cannot determine that it is more likely than not the Company will realize the benefit of the net deferred tax asset. The net effect is that the deferred tax asset as of December 31, 2013, and any deferred tax assets that may have been incurred since then, are fully reserved for at March 31, 2014.

12. Stockholder’s Equity:

Issuance of Common Stock for Cash

During the quarter ended March 31, 2014, shareholders exercised their rights to convert warrants into 125,000 shares common stock for $170,000.

Common Stock Warrants

The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and employees of the Company.

Transactions in common stock warrants are as follows:
 
   
Number of Warrants
  
Exercise Prices
 
Balance, December 31, 2012
  1,934,667  $.25 - $4.50 
Warrants issued
  629,740  $1.20-$1.60 
   Warrants exercised
  (25,000) $1.20 
   Warrants expired
  (50,000) $4.50 
Balance, December 31, 2013
  2,489,407  $0.25 - $4.50 
Warrants exercised
  (125,000) $1.20-$1.60 
Balance, March 31, 2014
  2,364,407  $0.25 - $4.50 
 
The above common stock warrants expire as follows:
 
2014
  1,082,750   - 
2015
  1,031,657     
Thereafter
  250,000     
    2,364,407     
 
 
10

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

13. Business Segments:

The Company is currently organized and managed by three segments, which represent our operating units: United States antimony operations, Mexican antimony operations and United States zeolite operations.  The Company’s Other operating costs include, general and administrative expenses, freight and delivery, and other non-production related costs. Other income and expense consists primarily of interest income and expense and factoring expense.

The Madero smelter and Puerto Blanco mill at the Company’s Mexico operation brings antimony up to an intermediate stage, which is then shipped to the United States operation for finishing and sales at the Thompson Falls, Montana plant. The Zeolite operation produces Zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and Zeolite operations are to customers in the United States.

Segment disclosure regarding sales to major customers is located in Notes 9.
 
   
As of
March 31,
2014
  
As of
December 31,
2013
 
Properties, plants and equipment, net:
      
Antimony
      
United States
 $1,970,819  $1,928,442 
Mexico
  8,901,053   8,792,410 
Subtotal Antimony
  10,871,872   10,720,852 
Zeolite
  1,648,948   1,674,793 
   $12,520,820  $12,395,645 
 
Total Assets:
      
Antimony
      
United States
 $3,128,059  $3,017,768 
Mexico
  9,857,949   9,668,997 
Subtotal Antimony
  12,986,008   12,686,765 
Zeolite
  2,050,207   2,204,225 
   $15,036,215  $14,890,990 
 
   
For the three months ended
 
Capital expenditures:
 
March 31,
2014
  
March 31,
2013
 
Antimony
      
United States
 $58,541  $49,782 
Mexico
  227,589   389,053 
Subtotal Antimony
  286,130   438,835 
Zeolite
  29,057   33,791 
   Total
 $315,187  $472,626 
 
 
11

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued:

13. Business Segments, Continued:
 
Segment Operations for the
 
Antimony
  
Antimony
  
Bear River
    
Three Months ended March 31, 2014
 
USAC
  
Mexico
  
Zeolite
  
Totals
 
Total revenues
 $2,293,865  $-  $658,449  $2,952,314 
                  
  Production costs
  1,427,417   667,706   372,181   2,467,304 
  Depreciation and amortization
  16,165   116,406   54,902   187,473 
  Other operating costs
  393,763   131,890   123,159   648,812 
      Total operating expenses
  1,837,345   916,002   550,242   3,303,589 
                  
Income (loss) from operations
  456,520   (916,002)  108,207   (351,275)
                  
Other income (expense):
  (12,631)  5,451   285   (6,895)
                  
NET INCOME (LOSS)
 $443,889  $(910,551) $108,492  $(358,170)
 
Segment Operations for the
 
Antimony
  
Antimony
  
Bear River
    
Three Months ended March 31, 2013
 
USAC
  
Mexico
  
Zeolite
  
Totals
 
Total revenues
 $2,414,224  $3,000  $549,551  $2,966,775 
                  
  Production costs
  1,373,787   867,919   301,808   2,543,514 
  Depreciation and amortization
  15,293   114,884   53,750   183,927 
  Other operating costs
  433,543   70,165   124,263   627,971 
      Total operating expenses
  1,822,623   1,052,968   479,821   3,355,412 
                  
Income (loss) from operations
  591,601   (1,049,968)  69,730   (388,637)
                  
Other income (expense):
  (17,601)  (1,301)  (1,286)  (20,188)
                  
NET INCOME (LOSS)
 $574,000  $(1,051,269) $68,444  $(408,825)
 
 
12

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition
 
General
 
This report contains both historical and prospective statements concerning the Company and its operations.  Prospective statements (known as "forward-looking statements") may or may not prove true with the passage of time because of future risks and uncertainties.  The Company cannot predict what factors might cause actual results to differ materially from those indicated by prospective statements.

           Table of Precious Metals Sales
 
Precious Metals Sales
          
Quarter 1
 
Silver/Gold
 
2011
  
2012
  
2013
  
2014
 
Ounces Gold Shipped (Au)
  161.711   102.319   61.517   21.275 
Ounces Silver Shipped (Ag)
  17,472.99   20,237.70   23,095.70   9,514.00 
 Total Revenues
 $667,813  $647,554  $369,706  $156,101 
 
Precious Metals by  Year
 
MONTANA SOURCE SILVER OZ
  
MONTANA SOURCE GOLD OZ
  
MEXICO SOURCE SILVER OZ
  
MEXICO SOURCE
GOLD OZ
 
              
2008
  8,640.70   37.67       
2009
  6,870.10   31.80       
2010
  31,545.22   101.13       
2011
  17,472.99   161.71       
2012
  20,237.70   102.32       
2013
  22,042.46   59.74   1,053.24   1.78 
2014 1st Qtr
  8,209.02   16.42   1,304.80   4.86 
 
 
13

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

Results of Operations by Division:

For the three month periods ended March 31, 2014 and 2013
 
  
1st Qtr
  
1st Qtr
 
Antimony - Combined USAand Mexico
 
2014
  
2013
 
Lbs of Antimony Metal USA
  289,291   260,421 
Lbs of Antimony Metal Mexico:
  151,927   147,931 
   Total Lbs of Antimony Metal Sold
  441,218   408,352 
Sales Price/Lb Metal
 $4.85  $5.65 
Net income (loss)/Lb Metal
 $(1.06) $(1.17)
          
Gross antimony revenue - net of discount
  2,137,764   2,305,230 
Precious metals revenue
  156,101   111,994 
Production costs - USA
  (1,427,417)  (1,373,787)
Product cost - Mexico
  (667,706)  (667,169)
Direct sales and freight
  (62,535)  (72,146)
General and administrative - operating
  (102,405)  (115,257)
Mexico non-production costs
  (77,468)  (200,750)
General and administrative - non-operating
  (297,459)  (335,828)
Net interest and gain on sale of asset
  7,034   621 
   EBITDA
  (334,091)  (347,092)
Depreciation & amortization, net
  (132,571)  (130,177)
Net income (loss) - antimony
 $(466,662) $(477,269)
          
Zeolite
        
Tons sold
  3,350   2,533 
Sales Price/Ton
 $196.55  $216.96 
Net income (Loss)/Ton
 $32.39  $27.02 
          
Gross zeolite revenue
  658,449   549,551 
Production costs
  (372,181)  (310,048)
Direct sales and freight
  (38,171)  (46,258)
Royalties
  (69,498)  (59,567)
General and administrative
  (16,266)  (12,491)
Net interest
  1,061   1,007 
   EBITDA
  163,394   122,194 
Depreciation
  (54,902)  (53,750)
Net income  (loss) - zeolite
 $108,492  $68,444 
          
Company-wide
        
Gross revenue
 $2,952,314  $2,966,775 
Production costs
  (2,467,304)  (2,351,004)
Other operating costs
  (350,077)  (493,978)
General and administrative - non-operating
  (313,725)  (348,319)
Net interest and gain on sale of asset
  8,095   1,628 
   EBITDA
  (170,697)  (224,898)
Income tax benefit (expense)
        
Depreciation & amortization
  (187,473)  (183,927)
   Net income (loss)
 $(358,170) $(408,825)
 
 
14

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

For the first quarter of 2014, we incurred a loss of $358,170 compared to a loss of $408,825 during the same quarter of 2013. The loss in 2014 was primarily due to the decline in the price of antimony metal from $5.65 during quarter 1 of 2013 to $4.85 in 2014, a decrease of $.80 per lb (15%).  The $358,170 loss in the first quarter of 2014 was after non-cash expenses of $185,462 for depreciation and amortization. Our precious metals revenue in the first quarter of 2014 was equivalent to $.35 per pound of antimony sold. The amount of metal produced in Mexico was approximately 152,000 lbs for the first quarter of 2014 compared to approximately 148,000 pounds produced for the first quarter of 2013, an increase of 2.7%.  The production from Mexico would have been greater except for additional permits needed to operate new equipment and to use explosives at the Soyatal, and Gaudalupe mining properties.  The operator of the Guadalupe property received an explosives permit subsequent to September 30, 2013, and expects to significantly increase their output of feed to our mill at Puerto Blanco during 2014.  Overall, the pounds of antimony produced and sold was up approximately 33,000 lbs ($186,000), or 8%, from the same quarter in the prior year, but the sales price per pound was down approximately $.80 ($366,000), or 15%, from the prior year quarter.  Antimony oxide prices have now fallen from a high of $8.11 per lb in 2011, to $4.29 per lb at March 31, 2014.  The cost of production in the USA was up by approximately $54,000 from the same quarter in the prior year, primarily due to the increase in the price of propane fuel for our furnaces. The non-production costs in Mexico of $77,468 for the three months ended March 31, 2014, were down from $200,750 the same period a year ago, a decrease of 61%.  The decrease was a result of better performance at our Mexican mining operations.  Our operating expenses in Mexico included depreciation and amortization charges of $116,406. We now have approximately two months of smelter feed stockpiled and paid for, and we are increasing our furnace capacity at our Madero smelter to catch up with our increased raw material production. The increase in production in Mexico was made despite continuing permit restrictions at the mining properties and the installation and testing of new Los Juarez precious metals smelting equipment.  Our efforts in Mexico are resulting in increased product that will be shipped to our Montana plant.  In addition, we expect to have increased revenue from precious metals from our Mexico division.

We contracted in July, 2012, to install a natural gas pipeline for our Mexico smelter operation that we now expect to cost $1.8MM in total.  Our fuel costs are our largest expense in Mexico, and we are expecting the switch from propane to natural gas to decrease our Mexico fuel costs by 75% when the pipeline is complete.  The pipeline is substantially completed, and hookup by PEMEX should be finalized by June 1, 2014.

Zeolite sales for the quarter ending March 31, 2014, increased by approximately $109,000 compared to the same period in 2013.  The first quarter of 2014 realized a net profit of approximately $108,000 compared to a net profit of approximately $68,000 for the first quarter of 2013, an increase of 58.8%. The sales price decreased by approximately $20 per ton from the same period of the prior year.  There was an increase in the tons of zeolite sold of approximately 800 tons for the quarter ended March 31, 2014, over the comparable period for 2013, an increase of 32%.  We have installed new equipment at BRZ to produce a water filtration product that could represent a major market.

 Our general and administrative costs were lower for the three months ended March 31, 2014, than the same period for prior year, but management is still seeking ways to bring these costs down.

 
15

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:

Financial Condition and Liquidity
      
   
March 31,
2014
  
December 31,
2013
 
Current Assets
 $1,887,664  $1,910,564 
Current liabilities
  (3,039,513)  (2,479,341)
   Net Working Capital
 $(1,151,849) $(568,777)
          
Cash provided (used) by operations
 $38,629  $234,820 
Cash used for capital outlay and investment
  (296,147)  (2,733,762)
Cash provided (used) by financing:
        
   Proceeds from notes payable to bank
  15,983   138,520 
   Principal paid on long-term debt
  (31,136)  (273,405)
   Proceeds from long-term debt
  50,000   352,000 
   Sale of Stock
  170,000   1,147,194 
   Other
  37,179   154,165 
      Net change in cash
 $(15,492) $(980,468)
 
Our net working capital decreased by approximately $583,000 from December 31, 2013.  Our cash decreased by approximately $15,000 during the same period.  The decrease in our net working capital was primarily due to approximately $316,000 of capital expenditures, a $170,000 EBITDA loss, a decrease in accounts receivable of approximately $297,000 and $31,000 paid on long-term debt. Approximately $170,000 cash from the sale of stock, $354,000 from a decrease in inventory, $69,000 borrowing, and the net increase of approximately $460,000 in current liabilities provided cash.  We have estimated commitments for construction and improvements, including $150M for the natural gas pipeline, of approximately $350M over the next twelve months. We believe that with our current cash balance, along with the future cash flow from operations, 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 $154,503 at March 31, 2014.

      ITEM 3. Quantitative and Qualitative Disclosure about Market Risk

We sell our antimony products based on a world market price, and we buy a majority of our raw material based on the same market prices.  Analysis of our costs indicate that, for the quarter ended March 31, 2014, raw materials were approximately 50% of our cost of goods sold.  Most of our production costs are fixed in nature, and could not be decreased readily without decreasing our production.  During the quarter ending March 31, 2014, a $2 per pound decrease in our sales price would have likely caused our gross profit to decrease $1 per pound.

 
16

 
 
PART I - FINANCIAL INFORMATION, CONTINUED:

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, 2014.  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, 2014. These material weaknesses are as follows:

  
The Company lacks proper segregation of duties. As with any company the size of ours, this lack of segregation of duties is due to limited resources. The president authorizes the majority of the expenditures and signs checks.

  
During our year-end audit, our independent registered accountants discovered material misstatements in our financial statements that required audit adjustments.

MANAGEMENT'S REMEDIATION INITIATIVES

We are aware of these material weaknesses and have procedures to ensure that independent review of material transactions is performed.  We have internal control measures to mitigate the lack of segregation of duties as follows:
 
  
The CFO reviews all bank reconciliations
  
The CFO reviews all material transactions for capital expenditures
  
The CFO reviews all period ending entries for preparation of financial statements, including the calculation of inventory, depreciation, and amortization
  
The CFO review all material entries for compliance with generally accepted accounting principles prior to the annual audit and 10Q filings
  
The Company has a formal capitalization policy
  
In addition, we 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 for the quarter ended March 31, 2014.

 
17

 

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None
 
PART II - OTHER INFORMATION, CONTINUED:

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuance of Common Stock for Cash

During the quarter ended March 31, 2014, shareholders exercised their rights to convert warrants into 125,000 shares common stock for $174,000.  An adjustment to accrued offering costs for $5,716 was made for the quarter ended March 31, 2014.
 
Item 3. DEFAULTS UPON SENIOR SECURITIES

The registrant has no outstanding senior securities.

Item 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Certifications

Certifications Pursuant to the Sarbanes-Oxley Act

Reports on Form 8-K   None

 
18

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
UNITED STATES ANTIMONY CORPORATION
(Registrant)
 
   
    
May 7, 2014
By:
/s/ John C. Lawrence 
  
John C. Lawrence, Director and President
 
  
(Principal Executive)
 
    
 
By:
/s/ Daniel L. Parks 
  
Daniel L. Parks, Chief Financial Officer
 
    
 
By:
/s/ Alicia Hill 
  
Alicia Hill, Controller
 

19