UNITED STATES ANTIMONY CORP 10-Q

10-Q 1 uamy_10q.htm QUARTERLY REPORT uamy_10q   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q   (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the quarterly period ended March 31, 2021   OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the transition period from to   Commission File No. 001-08675   UNITED STATES ANTIMONY CORPORATION (Exact name of Registrant as specified in its charter)   Montana   81-0305822 (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)   P.O. Box 643, Thompson Falls, Montana (Address of principal executive offices)   Registrant’s telephone number: (406 )827-3523   Securities registered pursuant to Section 12(g) of the Act:   Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $0.01 par value UAMY NYSE American   Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐   Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:   Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Small Reporting Company ☒ Emerging Growth Company ☐   Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒   APPLICABLE ONLY TO CORPORATE ISSUERS:   At May 15, 2021, the registrant had outstanding 106,017,954 shares of par value $0.01 common stock.         UNITED STATES ANTIMONY CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2021   TABLE OF CONTENTS      Page PART I – FINANCIAL INFORMATION       Item 1: Financial Statements (unaudited) 1-15     Item 2: Management’s Discussion and Analysis of Results of Operations and Financial Condition  16-20     Item 3: Quantitative and Qualitative Disclosure about Market Risk 20     Item 4: Controls and Procedures 20     PART II – OTHER INFORMATION       Item 1: Legal Proceedings 21     Item 2 : Unregistered Sales of Equity Securities and Use of Proceeds 21     Item 3: Defaults upon Senior Securities 21     Item 4: Mine Safety Disclosures 21     Item 5: Other Information 21     Item 6: Exhibits and Reports on Form 8-K 21     SIGNATURE 22     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) March 31, 2021 and December 31, 2020     ASSETS       March 31, 2021     December 31, 2020   Current assets:             Cash and cash equivalents   $ 23,042,330     $ 665,102   Certificates of deposit     254,873       254,212   Accounts receivable     537,567       238,634   Inventories     717,750       650,213   Other current assets     52,200       -   Total current assets     24,604,720       1,808,161                     Properties, plants and equipment, net     11,026,428       11,225,594   Restricted cash for reclamation bonds     57,275       57,275   IVA receivable and other assets     206,818       208,472   Total assets   $ 35,895,241     $ 13,299,502                       LIABILITIES AND STOCKHOLDERS' EQUITY   Current liabilities:                     Checks issued and payable   $ -     $ 86,685   Accounts payable     1,294,514       1,876,874   Accrued liabilities     554,628       635,626   Payables to related party     6,294       227,432   Notes payable to bank     -       100,000   Export tax assessment payable     -       1,120,730   Hillgrove advances payable (Note 12)     1,134,221       378,074   Long-term debt, current portion     40,770       52,122   Total current liabilities     3,030,427       4,477,543                     Long-term debt, net of current portion     33,138       34,304   Hillgrove advances payable (Note 12)     -       756,147   CARES Act note payable     443,400       443,400   Stock payable to directors for services     138,125       110,000   Asset retirement obligations and accrued reclamation costs     293,451       291,719   Total liabilities     3,938,541       6,113,113   Commitments and contingencies (Note 6 and 11)                                   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 $945,000 and $937,500                  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 $5,084,770 and $5,043,622                  respectively)     17,509       17,509   Common stock, $0.01 par value, 150,000,000 shares authorized;                 105,963,567 and 75,949,757 shares issued and outstanding, respectively     1,059,634       759,496   Additional paid-in capital     63,856,560       39,050,899   Accumulated deficit     (32,986,282 )     (32,650,794 ) Total stockholders' equity     31,956,700       7,186,389   Total liabilities and stockholders' equity   $ 35,895,241     $ 13,299,502     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, 2021     March 31, 2020                 REVENUES   $ 1,253,287     $ 1,742,991                     COST OF REVENUES     1,041,130       1,641,814                     GROSS PROFIT     212,157       101,177                     OPERATING EXPENSES:                    General and administrative     170,050       199,971      Salaries and benefits     76,659       94,969      Other operating expenses     184,037       26,217      Professional fees     123,137       84,958          TOTAL OPERATING EXPENSES     553,883       406,115                     INCOME (LOSS) FROM OPERATIONS     (341,726 )     (304,938 )                   OTHER INCOME (EXPENSE):                 Interest income     8,493       804   Interest expense     (2,255 )     (4,748 )        TOTAL OTHER INCOME (EXPENSE)     6,238       (3,944 )                   NET LOSS     (335,488 )     (308,882 )      Preferred dividends     (12,162 )     (12,162 )                   Net loss available to common stockholders   $ (347,650 )   $ (321,044 )                   Net loss per share of                 common stock:                 Basic and diluted     Nil       Nil                     Weighted average shares outstanding:                 Basic     92,711,336       69,697,150   Diluted     92,711,336       69,697,150       2   . United States Antimony Corporation and Subsidiaries Consolidated Statement of Changes in Stockholders' Equity For the periods ended March 31, 2021 and March 31, 2020 (Unaudited)       Total Preferred Stock     Common Stock     Additional           Total                               Paid     Accumulated     Stockholders'   Quarter ended March 31, 2021   Shares     Amount     Shares     Amount     In Capital     Deficit     Equity                                               Balances, December 31, 2020     2,678,909     $ 26,788       75,949,757     $ 759,496     $ 39,050,899     $ (32,650,794 )   $ 7,186,389   Issuance of common stock for cash     -       -       26,290,000       262,900       24,734,100       -       24,997,000   Common stock issuance costs     -       -       -       -       (1,654,820 )     -       (1,654,820 ) Common stock issued upon exercise of warrants     -       -       3,723,810       37,238       1,726,381       -       1,763,619   Net loss     -       -       -       -       -       (335,488 )     (335,488 ) Balances, March 31, 2021     2,678,909     $ 26,788       105,963,567     $ 1,059,634     $ 63,856,560     $ (32,986,282 )   $ 31,956,700         Total Preferred Stock     Common Stock     Additional           Total                               Paid     Accumulated     Stockholders'   Quarter ended March 31, 2020   Shares     Amount     Shares     Amount     In Capital     Deficit     Equity                                               Balances, December 31, 2019     2,678,909     $ 26,788       69,661,436     $ 696,614     $ 37,107,730     $ (29,363,990 )   $ 8,467,142   Common stock issued upon exercise of warrants     -       -       250,000       2,500       60,000       -       62,500   Net loss     -       -       -       -       -       (308,882 )     (308,882 ) Balances, March 31, 2020     2,678,909     $ 26,788       69,911,436     $ 699,114     $ 37,167,730     $ (29,672,872 )   $ 8,220,760     The accompanying notes are an integral part of the consolidated financial statements.     3   United States Antimony Corporation and Subsidiaries Consolidated Statements of Cash Flows - Unaudited       For the three months ended   Cash Flows From Operating Activities:   March 31, 2021     March 31, 2020   Net income (loss)   $ (335,488 )   $ (308,882 ) Adjustments to reconcile net income (loss) to net cash                  provided (used) by operating activities:                 Depreciation and amortization     222,464       226,281   Accretion of asset retirement obligation     1,732       2,654   Common stock payable for directors fees     28,125       28,125   Write-down of inventory to net realizable value     57,530       22,475   Other non-cash items     (661 )     (660 ) Change in:                 Accounts receivable     (298,933 )     54,761   Inventories     (125,067 )     (39,124 ) IVA receivable and other assets     (50,546 )     2,083   Accounts payable     (582,360 )     (24,528 ) Accrued liabilities     (80,998 )     (38,147 ) Export tax assessment payable     (1,120,730 )     23,774   Payables to related parties     (164,922 )     14,923   Net cash (used) by operating activities     (2,449,854 )     (36,265 )                   Cash Flows From Investing Activities:                 Purchase of properties, plants and equipment     (23,298 )     (96,271 ) Net cash (used) by investing activities     (23,298 )     (96,271 )                   Cash Flows From Financing Activities:                 Change in checks issued and payable     (86,685 )     56,102   Net borrowing from factor     -       6,347   Payments on advances from related party     (56,216 )     (13,933 ) Proceeds from issuance of common stock, net of issuance costs     23,342,180       -   Proceeds from exercise of warrants     1,763,619       -   Borrowing on notes payable to bank     -       2,488   Principal paid on notes payable to bank     (100,000 )     -   Principal payments of long-term debt     (12,518 )     (10,906 ) Net cash provided by financing activities     24,850,380       40,098   NET INCREASE (DECREASE) IN CASH                     AND CASH EQUIVALENTS AND RESTRICTED CASH     22,377,228       (92,438 ) Cash and cash equivalents and restricted cash at beginning of period     722,377       172,767   Cash and cash equivalents and restricted cash at end of period   $ 23,099,605     $ 80,329         57,275           NONCASH INVESTING AND FINANCING ACTIVITIES:                 Common stock issued for warrants   $ -     $ 62,500   . The accompanying notes are an integral part of the consolidated financial statements. 4   PART I - FINANCIAL INFORMATION, CONTINUED:   United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)   1. Basis of Presentation   The unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.   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, 2020.   Going Concern Consideration   At March 31, 2021, the Company’s consolidated financial statements show working capital of approximately $21.6 million and an accumulated deficit of approximately $33 million. The Company has incurred losses for the past two years which are principally a result of the Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico. To improve conditions, the Company continues searching for areas to reduce these production costs.   In the first quarter of 2021, the Company raised net proceeds of approximately $23.3 million from sale of shares of its common stock and approximately $1.8 million from the exercise of stock purchase warrants. These funds have been and will continue to be used for general corporate purposes, working capital, hiring of additional labor, leverage for reducing legacy contracts, a geochemical, geological, and geophysical study of the Los Juarez property, an analysis and survey of the tailings at its Puerto Blanco floatation mill, additional managerial staff at USAC and BRZ headquarters, a revised website including measures aimed at increased visibility for advertising, more labor at its Mexican smelter, repair and improved infrastructure at the Mexican smelter, potential securement of additional antimony mine reserves in Mexico, and improvement of furnaces in Montana. With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its financial obligations during the 12 months following the date of issuance of these consolidated financial statements.   2.  Developments in Accounting Pronouncements   Accounting Standards Updates Adopted   In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update contains a number of provisions intended to simplify the accounting for income taxes. The update was adopted as of January 1, 2021, and its adoption did not have a material impact on the Company’s consolidated financial statements.     5     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)   2. Developments in Accounting Pronouncements, Continued:   Accounting Standards Updates to Become Effective in Future Periods   In August 2020, the FASB issued ASU No . 2019 - 12   Debt with Conversion and Other Options (Subtopic 470 - 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815 - 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.   3.                 Income (Loss) Per Common Share   Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock and convertible preferred stock.   At March 31, 2021 and 2020, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as follows:       March 31, 2021     March 31, 2020   Warrants     2,471,089       452,041   Convertible preferred stock     1,751,005       1,751,005   Total possible dilution     4,222,094       2,203,046     4.  Revenue Recognition   Products consist of the following:   ● Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal ● Zeolite: includes coarse and fine zeolite crushed in various sizes ● Precious Metals: includes unrefined and refined gold and silver     6     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)   4.        Revenue Recognition, Continued:   Sales of products for the three month period ended March 31, 2021 and 2020, were as follows:       Three Months Ended       March 31,       2021     2020   Antimony   $ 657,107     $ 1,121,425   Zeolite     519,947       559,360   Precious metals     76,233       62,206       $ 1,253,287     $ 1,742,991     The following is sales information by geographic area based on the location of customers for the three month period ended March 31, 2021 and 2020:       Three Months Ended       March 31,       2021     2020   United States   $ 1,165,513     $ 1,566,237   Canada     87,774       176,754       $ 1,253,287     $ 1,742,991     Sales of products to significant customers were as follows for the three month period ended March 31, 2021 and 2020:   Sales to Three    For the Period Ended   Largest Customers   March 31, 2021     March 31, 2020   Zeo Inc.   $ 152,317     $ -   GE Chaplin, Inc.     298,150       114,291   Nyacol Technologies     -       106,161   Mexichem Specialty Compounds     327,670       413,993       $ 778,137     $ 634,445   % of Total Revenues     62.09 %     36.40 %     7     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)   4.        Revenue Recognition, Continued:   Accounts receivable from largest customers were as follows at March 31, 2021 and December 31, 2020:   Largest             Accounts Receivable   March 31, 2021     December 31, 2020   Mexichem Specialty Compounds   $ 185,804     $ -   GE Chaplin, Inc.     102,408       -   Earth Innovations Inc.     -       68,055       $ 288,212     $ 68,055   % of Total Receivables     53.61 %     28.52 %   Our trade accounts receivable balance related to contracts with customers was $537,567 at March 31, 2021 and $238,634 at December 31, 2020. Our products do not involve any warranty agreements and product returns are not typical.   5. Inventories   Inventories at March 31, 2021 and December 31, 2020 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. Inventories at March 31, 2021 and December 31, 2020 are as follows:       March 31, 2021     December 31, 2020   Antimony Metal   $ 25,238     $ 268,100   Antimony Oxide     360,566       67,377   Antimony Ore     167,945       95,880        Total antimony     553,749       431,357   Zeolite     164,001       218,856       $ 717,750     $ 650,213     Antimony oxide inventory consisted of finished product oxide held at the Company's plants in Montana and Mexico. Antimony concentrates and ore were held primarily at sites in Mexico and are essentially raw material. The Company's zeolite inventory consists of salable zeolite material.   At March 31, 2021 and December 31, 2020, the antimony inventory in Mexico was valued at estimated net realizable value.     8     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)   6.  Commitments and Contingencies   The Company pays various royalties on the sale of zeolite products. On a combined basis, royalties vary from 8%-13%. During the three month periods ended March 31, 2021 and 2020, the Company had royalty expense of $62,130 and $64,150, respectively. At March 31, 2021 and December 31, 2020, the Company had accrued royalties payable of $353,591 and $434,981, respectively, which is included in accrued liabilities. The Company is currently in negotiations with certain royalty holders to modify the terms of the agreements.   In June of 2013, the Company entered into a lease, as lessor, to mine antimony ore from concessions located in the Wadley Mining district in Mexico. The lease called for a term of one year and required payments of $10,000, plus a tax of $1,700, per month. The lease was renewable each year with a 15 day notice to the lessor and agreement of terms. The lease renewal was scheduled for renewal in June 2020. In July 2020, the Company decided not to renew the lease due to the continuing low market price for antimony and to reduce Mexican antimony production while seeking other lower cost sources of antimony ore and concentrates. The Company wrote off $318,502 of assets at the Wadley mine during the year ended December 31, 2020.   7.  Notes Payable to Bank   At March 31, 2021 and December 31, 2020, the Company had the following notes payable to bank:                   2021     2020   Promissory note payable to First Security Bank of Missoula,             bearing interest at 3.150%, payable on demand, collateralized             by a lien on Certificate of Deposit   $ -     $ 99,999                     Promissory note payable to First Security Bank of Missoula,                 bearing interest at 3.150%, payable on demand, collateralized                 by a lien on Certificate of Deposit     -       1                     Total notes payable to the bank   $ -     $ 100,000     The notes are paid in full as of March 31, 2021 and the lien on the Certificate of Deposit has been released.     9     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   8.  Debt   Long-Term debt at March 31, 2021 and December 31, 2020 is as follows:   March 31,     December 31,       2021     2020   Note payable to Zeo Inc., non interest bearing,             payable in 11 quarterly installments of $8,300 with a final payment of $8,700;             maturing December 2022; uncollateralized.   $ 58,500     $ 66,800   Note payable to Cat Financial Services, bearing interest at 6%;                 payable in monthly installments of $778; maturing                 December 2022; collateralized by equipment.     15,408       17,480   Note payable to Phyllis Rice, bearing interest                 at 1%; payable in monthly installments of $2,000; originally maturing                 March 2015; collateralized by equipment.     -       2,146         73,908       86,426   Less current portion     (40,770 )     (52,122 ) Long-term portion   $ 33,138     $ 34,304     At March 31, 2021, principal payments on debt are due as follows:   12 Months Ending March 31,   Principal Payment   2022     40,770   2023     33,138       $ 73,908     9.  Related Party Transactions   The Company’s previous President and Chairman, John Lawrence, rented equipment to the Company and charged the Company for lodging and meals provided to consultants, customers and other parties by an entity that Mr. Lawrence owned. The amount due to Mr. Lawrence’s estate as of March 31, 2021 and December 31, 2020 was $6,094 and $171,017, respectively. During the three months ended March 31, 2021, the Company paid $164,922 to John Lawrence’s estate as reimbursement for these advances.   During 2019, Mr. Lawrence advanced funds to the Company that had a balance at December 31, 2020 of $56,216. During the three month period ended March 31, 2021, the Company paid First Security Bank on behalf of Mr. Lawrence $56,216. The balance of the advances due to Mr. Lawrence at March 31, 2021 is $0.   John C. Gustaven, Interim Chief Executive Officer of the Company, has an advance due from the Company of $200 at December 31, 2020. During the three month period ended March 31, 2021, the Company did not make any payments to Mr. Gustaven on these advances.     10     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   10.   Stockholder’s Equity   During the three month period ended March 31, 2021, the Company sold shares of its common stock in two separate transactions: on February 3, 2021, 15,300,000 shares were sold at $0.70 for gross proceeds of $10,710,000; and on February 18, 2021, 10,990,000 shares were sold at $1.30 for gross proceeds of $14,287,000. A total of $1,654,820 of issuance costs were incurred on these sales.   During the three month period ended March 31, 2021 and March 31, 2020, the Company accrued $28,125 and $28,125, respectively, in directors’ fees payable that will be paid in common stock.   During the three month period ended March 31, 2021, the Company issued 3,723,810 shares of common stock and received $1,763,619 in cash from the exercise of warrants. During the three month period ended March 31, 2020, warrants for purchase of 250,000 shares of the Company’s common stock for $0.25 per share were exercised by the Company’s previous President and Chairman, John Lawrence. The warrants were exercised in exchange for a reduction of $62,500 in an amount payable to Mr. Lawrence.   Warrants   Transactions in common stock purchase warrants for the three month period ended March 31, 2021 and the year ended December 31, 2020 are as follows:       Number of Warrants     Exercise Prices   Balance December 31, 2019     702,041     $ 0.25 - $0.65   Issued     5,742,858     $ 0.46   Exercised     (250,000 )   $ 0.25   Balance December 31, 2020     6,194,899     $ 0.46 - $0.65     Issued     -             Exercised     (3,723,810 )   $ 0.46 - $0.65   Balance March 31, 2021     2,471,089     $ 0.46 - $0.65     These warrants expire as follows:     Shares     Exercise Price     Expiration  Date       185,374     $ 0.65       2022       2,285,715     $ 0.46       2025       2,471,089                     11.   Income and Other Taxes   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 Company engaged accountants and tax attorneys in Mexico to defend its position. The assessment was settled in 2018 with no assessment against the Company.     11     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   11.   Income and Other Taxes , Continued:   In early 2019, the Company was notified that SAT re-opened its audit of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $821,000 USD as of March 31, 2021. Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. The Company engaged a tax attorney in Mexico to defend its position. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. Management expects the appeal process to continue through 2021.   At March 31, 2021 and December 31, 2020, management assessed the possible outcomes for this tax audit and believes, based on discussions with its tax attorney in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due. Management determined that no amount should be accrued at March 31, 2021 and December 31, 2020 relating to this potential tax liability. There can be no assurance that the Company’s ultimate liability, if any, will not have a material adverse effect on the Company’s results of operations or financial position. If an issue addressed during the SAT audit is resolved in a manner inconsistent with management expectations, the Company will adjust its current net operating loss carryforward, or accrue penalties, interest, and tax associated with the assessment.   Other Taxes   In 2016, USAMSA imported coal from the United States to its smelter in Mexico to process Australian concentrates associated with the Hillgrove agreement (Note 12).  At that time, the Company applied for and was granted a Maquiladora (IMMEX), in accordance with a Manufacturing and Export Services Industry program offered by the Mexican government to attract and promote foreign investment in Mexico.  With the IMMEX, all imported goods to Mexico that are also exported in altered form are exempt from the requirement of paying the 16% tax (IVA).  The Company did not pay IVA on any of the imported coal used to process the Australian concentrates.   In 2020, the Company was informed by the SAT that it owed the 16% IVA money for all the coal imported for the processing of the Australian concentrates.  Additionally, there were penalties and fees that SAT added to the total amount.  In late 2020, the Company filed a motion before the Taxpayer's Defense Agency (PRODECON), but the motion was denied.  To avoid exorbitant penalties, the Company elected to pay the assessed amount in early 2021. For the year ended December 31, 2020, the Company recognized an export tax expense of $1,120,730 and accrued a liability for this assessment. The assessment was settled with a payment of $1,120,730 during the three month period ended March 31, 2021.   12. Hillgrove Advances Payable   On November 7, 2014, the Company entered into an advance and concentrate processing agreement with Hillgrove Mines Pty Ltd of Australia (Hillgrove) in which the Company was advanced funds from Hillgrove to build facilities to process Hillgrove antimony concentrate. The Company has not processed Hillgrove concentrate for more than two years. The agreement requires the Company to pay the advance balance after Hillgrove issues a stop notice. Payments would begin 90 days after the stop notice issue date and be made in six equal and quarterly installments. Hillgrove was acquired by Red River Resources LTD (“Red River”) during 2019. The total balance of the advance liability due was $1,134,221 at March 31, 2021 and December 31, 2020. After March 31, 2021, the Company successfully negotiated a settlement with Red River for an agreed upon amount of $1,020,799. This balance was paid on April 8, 2021.     12     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   13.  Business Segments   The Company is currently organized and managed by four segments, which represent our operating units: United States antimony operations, Mexican antimony operations, precious metals recovery and United States zeolite operations.   The Puerto Blanco mill and the Madero smelter at the Company’s Mexico operation bring antimony up to an intermediate or finished stage, which may be sold directly or shipped to the United States operation for finishing at the Thompson Falls, Montana plant. The Puerto Blanco mill in Mexico is the site of our crushing and flotation plant, and a cyanide leach plant which will recover precious metals after the ore goes through the crushing and flotation cycles. A precious metals recovery plant is operated in conjunction with the antimony processing plant at Thompson Falls, Montana, where a 99% precious metals mix will be produced. The zeolite operation produces zeolite near Preston, Idaho. Almost all of the sales of products from the United States antimony and zeolite operations are to customers in the United States, although the Company does have a sales operation in Canada.   Segment disclosure regarding sales to major customers is located in Note 4.   Properties, plants    March 31,      December 31,     and equipment, net:   2021     2020   Antimony             United States   $ 1,629,846     $ 1,637,738   Mexico     7,495,331       7,635,410   Subtotal Antimony     9,125,177       9,273,148   Precious metals     924,707       933,885   Zeolite     976,544       1,018,561      Total   $ 11,026,428     $ 11,225,594     At March 31, 2021 and December 31, 2020, the Company had $739,435 and $755,978, respectively, of assets that were not yet placed in service and have not yet been depreciated.         For the three months ended   Capital expenditures:   March 31, 2021     March 31, 2020   Antimony             United States   $ -     $ 23,121   Mexico     4,872       26,765   Subtotal Antimony     4,872       49,886   Precious Metals     18,426       38,521   Zeolite     -       7,864      Total   $ 23,298     $ 96,271         13     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   13.  Business Segments, Continued:   Segment Operations for the three   Antimony     Antimony     Total     Precious     Bear River         months ended March 31, 2021   USAC     Mexico     Antimony     Metals     Zeolite     Totals                                         Total revenues   $ 657,107     $ -     $ 657,107     $ 76,233     $ 519,947     $ 1,253,287                                                     Depreciation and amortization     7,891       144,952       152,843       27,604       42,017       222,464                                                     Income (loss) from operations     (218,669 )     (238,568 )     (457,237 )     48,630       66,881       (341,726 )                                                   Other income (expense):     6,635       -       6,635       -       (397 )     6,238                                                     NET INCOME (LOSS)   $ (212,034 )   $ (238,568 )   $ (450,602 )   $ 48,630     $ 66,484     $ (335,488 )   Segment Operations for the three   Antimony     Antimony     Total     Precious     Bear River         months ended March 31, 2020   USAC     Mexico     Antimony     Metals     Zeolite     Totals                                         Total revenues   $ 1,121,425     $ -     $ 1,121,425     $ 62,206     $ 559,360     $ 1,742,991                                                     Depreciation and amortization     7,395       146,098       153,493       23,598       49,190       226,281                                                     Income (loss) from operations     239,352       (719,066 )     (479,714 )     38,608       136,168       (304,938 )                                                   Other income (expense):     (2,915 )     -       (2,915 )     -       (1,029 )     (3,944 )                                                   NET INCOME (LOSS)   $ 236,437     $ (719,066 )   $ (482,629 )   $ 38,608     $ 135,139     $ (308,882 )   14.  Note Payable-Small Business Administration Loan   On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (the “CARES Act”) Act was signed into United States law.      On April 20, 2020, the Company received a loan of $443,400 pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The loan, which was in the form of a Note dated April 20, 2020 had a maturity date on April 19, 2022 and an interest rate of 1% per annum. It is anticipated that the loan will be forgiven under the provisions of the CARES Act because the Company used the funds for qualifying expenses. Qualifying expenses included payroll costs, costs used to continue group health care benefits, rent, and utilities. The amount of the PPP loan will be recognized as gain on forgiveness of the CARES Act loan in the period the Company receives formal notification of forgiveness. The application for forgiveness was submitted to the bank on January 24, 2021, and the bank submitted the application to the SBA on February 12, 2021. On April 26, 2021, the bank notified the Company that the amount had been paid in full by the SBA.     14     United States Antimony Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited), Continued:   15.  Subsequent Events   The Company has been in contact with Midas Gold for over a decade regarding its potential interest in opening its Stibnite Mine in Idaho. On May 3, 2021, the Company signed a Collaboration Agreement with Perpetua Resources (“Perpetua”) (formerly Midas Gold) to study the feasibility of processing Perpetua’s concentrates at the Company’s Montana facilities. Perpetua is in the process of permitting an antimony and gold resource in Idaho.               15     ITEM 2.           Management’s Discussion and Analysis of Results of Operations and Financial Condition   COVID-19 Coronavirus Pandemic Response and Impact   One of the principal recent challenges facing the Company in 2021 as a result of stimulus funding from Covid-19 has been the evaporation of available labor. This issue has seriously impacted both operations in Montana and at its zeolite operation in Idaho. The following measures are being taken in an attempt to obtain and retain laborers:   1. The Company has raised the starting wage and as a result increased its labor costs for existing laborers. 2. The Company has advertised on multiple job search platforms and is also advertising in two languages on conventional job search platforms as well as on multiple social media sites. 3. The Company is investigating methods to obtain labor from Mexico. 4. The Company is investigating hiring from alternative potential labor pools, including addiction recovery centers. 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.     16         Three Months     Three Months       Ended     Ended   Antimony - Combined USA and Mexico   March 31, 2021     March 31, 2020   Lbs of Antimony Metal USA     181,969       166,908   Lbs of Antimony Metal Mexico:     -       128,545      Total Lbs of Antimony Metal Sold     181,969       295,453   Average Sales Price/Lb Metal   $ 3.61     $ 3.06   Net loss/Lb Metal   $ (2.48 )   $ (1.63 )                   Gross antimony revenue - net of discount     657,107       902,746   Tri-sulfide revenue     -       218,679   Total revenue   $ 657,107     $ 1,121,425                     Cost of sales - domestic     (543,322 )     (533,289 ) Cost of sales - Mexico     (26,318 )     (684,061 ) Operating expenses     (544,704 )     (383,789 ) Non-operating expenses     6,635       (2,915 )       (1,107,709 )     (1,604,054 )                   Net loss - antimony     (450,602 )     (482,629 ) Depreciation,& amortization     152,843       153,493      EBITDA - antimony   $ (297,759 )   $ (329,136 )                   Precious Metals                 Ounces sold                   Gold     7.28       15.00     Silver     3,354       5,048                     Gross precious metals revenue   $ 76,233     $ 62,206   Production costs, royalties, and shipping costs     (27,604 )     (23,598 ) Net income - precious metals     48,629       38,608   Depreciation     27,604       23,598      EBITDA - precious metals   $ 76,233     $ 62,206                     Zeolite                 Tons sold     2,743       2,809   Average Sales Price/Ton   $ 189.55     $ 199.13   Net income (Loss)/Ton   $ 24.24     $ 48.11                     Gross zeolite revenue   $ 519,947     $ 559,360   Cost of sales     (443,886 )     (400,866 ) Operating expenses     (9,179 )     (22,326 ) Non-operating expenses     (397 )     (1,029 ) Net income - zeolite     66,485       135,139   Depreciation     42,017       49,190      EBITDA - zeolite   $ 108,502     $ 184,329                     Company-wide                 Gross revenue   $ 1,253,287     $ 1,742,991   Production costs     (1,041,130 )     (1,641,814 ) Operating expenses     (553,883 )     (406,115 ) Non-operating expenses     6,238       (3,944 ) Net income (loss)     (335,488 )     (308,882 ) Depreciation,& amortization     222,464       226,281      EBITDA   $ (113,024 )   $ (82,601 )     17     PART I - FINANCIAL INFORMATION, CONTINUED:   ITEM 2. Management’s Discussion and Analysis of Results of Operations and FinancialCondition, continued:   Company-Wide   For the first quarter of 2021, we recognized a net loss of $335,488 on sales of $1,253,287, after depreciation and amortization of $224,464. We reported a net loss of $308,882 in the first quarter of 2020 on sales of $1,742,991, after depreciation and amortization of $226,281.   For the three months ended March 31, 2021, EBITDA was a negative $113,024 compared to a negative $82,601 for the same period in 2020.   Net non-cash expense items totaled $309,190, for the three months ended March 31, 2021 and included $222,464 for depreciation and amortization, $28,125 for director compensation, $57,530 for the write-down of inventory and $1,071 for other items. Net non-cash expense items totaled $278,875 for the first three months of 2020 and included $226,281 for depreciation and amortization, $28,125 for director compensation, $22,475 for the write-down of and $1,994 for other items.   For the three months ended March 21, 2021, general and administrative expenses were $170,050 compared to $199,971 for the same period of 2020.   Antimony   For the three month period ended March 31, 2021, we sold 181,969 pounds of antimony compared to 295,453 pounds for the three month period ended March 31, 2020. The raw material received from our North American supplier increased by approximately 107,086 for the three month period ended March 31, 2021, compared to the same quarter for 2020. We had a decrease in raw material from Mexico of approximately 63,000 for the three month period ended March 31, 2021, compared to the same quarter for 2020.   The average sales price of antimony during the three month period ended March 31, 2021 was $3.61 per pound compared to $3.06 during the same period in 2020.   Precious Metals   The caustic leach of flotation concentrates from Los Juarez has been successful. The Company is delaying the processing of the ore from Los Juarez pending its survey and study of the property’s reserves and an analysis of its current flotation tailings. The impact of Covid-19 has forced a delay in the geological, geophysical, and geochemical study of the Los Juarez property but the Company plans to conduct the Los Juarez study as soon as practical given the current situation.   For the three month period ended March 31, 2021, income for precious metals from North American sources was $76,233 compared to $62,206 for the same periods of 2020.     18     Current and prior periods’ revenue from precious metals is as follows:   Precious Metal Sales Silver/Gold   For the three months ended March 31,   Montana   2021     2020   Ounces Gold Shipped (Au)     7.28       15.00   Ounces Silver Shipped (Ag)     3,354.00       5,048.00    Total Revenues   $ 76,233     $ 62,206     Bear River Zeolite (BRZ)   For the three month period ended March 31, 2021, BRZ sold 2,743 tons of zeolite compared to 2,809 tons in the same periods of 2020.   For the three month period ended March 31, 2021, BRZ realized net income of $66,485 after depreciation of $42,017 compared to a net income of $135,139 after depreciation of $49,190 for the same period of 2020.   A non-trivial portion of our zeolite sales have been generated by its use in swimming pools, and that activity is resuming now but was severely impacted by the pandemic. We expect resumption of normal sales in this sector this summer and in the future as the covid-19 restrictions are reduced. The Company has halted sales of low-volume product as its associated packaging and shipping costs did not justify them. It is concentrating on larger-volume sales and has received many orders recently from new clients. With the addition of improved management, the addition of an excellent sales person, and improvement in its crushing and sorting circuits, the Company anticipates substantial growth in zeolite sales.   BRZ realized an EBITDA for the three month period ended March 31, 2021 of $108,502 compared to $184,329 for the same periods in 2020.   Financial Position   Financial Condition and Liquidity   March 31, 2021     December 31, 2020                 Current assets   $ 24,604,720     $ 1,808,161   Current liabilities     (3,030,427 )     (4,477,543 )    Net Working Capital   $ 21,574,293     $ (2,669,382 )        For the Three Months Ended       March 31, 2021     March 31, 2020   Cash provided (used) by operations   $ (2,449,854 )   $ (36,265 ) Cash provided by collection of note receivable                 Cash provided (used) by investing:                 Cash used for capital outlay     (23,298 )     (96,271 ) Cash provided (used) by financing:                 Payments on notes payable to bank     (100,000 )     -   Proceeds from notes payable to bank     -       2,488   Proceeds from common stock issued, net     23,342,180       62,500   Proceeds from exercise of warrants     1,763,619       -   Principal paid on long-term debt     (12,518 )     (10,906 ) Payments on advances from related party     (56,216 )     -   Checks issued and payable     (86,685 )     56,102                Net change in cash and restricted cash   $ 22,377,228     $ (22,352 )     19     Our net working capital increased by $24,243,675 from December 31, 2020 to March 31, 2021. Our cash and cash equivalents increased by $22,377,228 during the same period. We spent $23,298 for capital items, and our debt decreased by approximately $169,000 and our accrued liabilities decreased by approximately $1.9 million including $1,120,730 paid to eliminate our export tax assessment payable . During the quarter, we raised approximately $23.3 million from sale of shares of common stock and approximately $1.8 million for the exercise of warrants.   We have estimated commitments and improvements of less than $100,000 to finish building and installing the precious metals leach circuits. However, this funding will be implemented after its geological study of the Los Juarez property. The Company plans to conduct a proper study of the Los Juarez property and its tailings at its flotation plant and pending the results of these studies decide how to proceed regarding a drill program and/or mining of the property. The study may involve a partnership with a junior mining Company in order to assist US Antimony in the proper characterization of the deposit. Should the deposit be of great value, the Company will likely move the flotation plant closer to the mine. 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.   At March 31, 2021, the Company’s consolidated financial statements show working capital of approximately $21.6 million and an accumulated deficit of approximately $33 million. With the exception of 2018, the Company has incurred losses for the past several years. The net income in 2018 was primarily due to non-recurring events which contributed approximately $2.5 million to net income. The continuing losses are principally a result of the Company’s antimony operations due to both depressed antimony prices and production costs incurred in Mexico. To improve conditions, the Company plans to continue searching for areas to reduce these production costs. Management expects improvement in cash flow in 2021 from the sale of antimony and zeolite.   In the first quarter of 2021, the Company raised net proceeds of approximately $23.3 million from sale of shares of its common stock and approximately $1.8 million from the exercise of stock purchase warrants. These funds have been and will continue to be used for general corporate purposes, working capital, hiring of additional labor, leverage for reducing legacy contracts, a geochemical, geological, and geophysical study of the Los Juarez property, an analysis and survey of the tailings at its Puerto Blanco floatation mill, additional managerial staff at USAC and BRZ headquarters, a revised website including measures aimed at increased visibility for advertising, more labor at its Mexican smelter, repair and improved infrastructure at the Mexican smelter, potential securement of additional antimony mine reserves in Mexico, and improvement of furnaces in Montana. With the funds raised, management believes the Company has sufficient funds to sustain its operations and meet its financial obligations during the 12 months following the date of issuance of these consolidated financial statements.   ITEM 3.   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 Interim President & Director 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, 2021. 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, 2021. These material weaknesses are as follows:     20     ● 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 Interim President 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, 2021.   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     21     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)   By: /s/ John C. Gustaven     Date: May 15, 2021   John C. Gustaven, Interim CEO                                 By: /s/ Russell C. Lawrence     Date: May 15, 2021   Russell C. Lawrence, Interim President & Director                                 22