UNITED STATES ANTIMONY CORP 10-Q

uamy_10q.htm 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 June 30, 2023 ☐ 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) (IRS Employer Identification No.) P.O. Box 643 Thompson Falls , MT 59873 (Address of principal executive office) (Postal Code) ( 406 ) 827-3523 (Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, $0.01 par value UAMY NYSE American Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post filed). Yes ☒ No ☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of October 16, 2023, there were 107,647,317 shares outstanding of the registrant’s $0.01 par value common stock. Contents PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. 14 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 22 ITEM 4. CONTROLS AND PROCEDURES 22 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. 23 ITEM 1A. RISK FACTORS. 23 ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES. 23 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 23 ITEM 4. MINE SAFETY DISCOSURES. 23 ITEM 5. OTHER INFORMATION. 23 ITEM 6. EXHIBITS. 24 Page 2 of 25 Table of Contents PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2023 December 31, 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ 13,686,927 $ 19,060,378 Certificates of deposit 259,856 259,857 Accounts receivable, net 1,307,974 784,457 Inventories 2,350,305 1,375,068 Prepaid expenses and other current assets 377,824 137,599 Total current assets 17,982,886 21,617,359 Properties, plants and equipment, net 13,010,639 12,128,124 Restricted cash for reclamation bonds 57,288 57,288 IVA receivable and other assets 1,218,500 897,679 Total assets $ 32,269,313 $ 34,700,450 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 407,130 $ 628,803 Accrued liabilities 224,510 212,654 Accrued liabilities – directors 218,375 61,458 Royalties payable 45,359 435,075 Dividends payable - 787,730 Long-term debt, current portion 82,573 94,150 Total current liabilities 977,947 2,219,870 NON-CURRENT LIABILITIES: Long-term debt, net of current portion 183,063 217,855 Stock payable to directors for services 43,750 61,459 Asset retirement obligations and accrued reclamation costs 338,747 332,011 Total liabilities 1,543,507 2,831,195 COMMITMENTS AND CONTINGENCIES (NOTE 8) STOCKHOLDERS’ EQUITY Preferred stock, $ 0.01 par value; 10,000,000 shares authorized: Series A: 0 shares issued and outstanding - - Series B: 750,000 shares issued and outstanding (liquidation preference $ 963,750 and $ 960,000 , respectively) 7,500 7,500 Series C: 177,904 shares issued and outstanding (liquidation preference $ 97,847 both periods) 1,779 1,779 Series D: 0 and 1,692,672 shares issued and outstanding (liquidation preference $ 0 and $ 5,019,410 , respectively) - 16,926 Common stock, $ 0.01 par value; 150,000,000 shares authorized; 107,647,317 shares issued and outstanding at June 30, 2023 and 106,373,341 shares issued and outstanding at December 31, 2022 1,076,472 1,063,732 Additional paid-in capital 63,853,836 64,052,630 Shares to be returned to treasury - ( 202,980 ) Accumulated deficit ( 34,213,781 ) ( 33,070,332 ) Total stockholders’ equity 30,725,806 31,869,255 Total liabilities and stockholders’ equity $ 32,269,313 $ 34,700,450 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. Page 3 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 REVENUE $ 2,503,573 $ 3,587,925 $ 4,714,417 $ 7,168,231 COST OF REVENUE 2,207,677 2,865,515 4,953,940 5,306,433 GROSS PROFIT (LOSS) 295,896 722,410 ( 239,523 ) 1,861,798 OPERATING EXPENSES General and administrative 364,365 220,591 519,959 381,272 Salaries and benefits 145,412 72,912 273,104 146,047 Other operating expenses 43,003 14,045 151,348 17,960 Professional fees 253,205 47,927 338,011 170,004 TOTAL OPERATING EXPENSES 805,985 355,475 1,282,422 715,283 INCOME (LOSS) FROM OPERATIONS ( 510,089 ) 366,935 ( 1,521,945 ) 1,146,515 OTHER INCOME (EXPENSE) Interest and investment income 167,781 30,052 290,153 39,706 Change in fair value of investments - ( 93,458 ) - ( 93,458 ) Trademark and licensing income 11,381 60,775 18,906 60,775 Other miscellaneous income (expense) ( 5,538 ) ( 3,081 ) 69,437 ( 6,063 ) TOTAL OTHER INCOME (EXPENSE) 173,624 ( 5,712 ) 378,496 960 NET INCOME (LOSS) ( 336,465 ) 361,223 ( 1,143,449 ) 1,147,475 Preferred dividends ( 1,875 ) ( 11,819 ) ( 3,750 ) ( 23,639 ) Net income (loss) available to common stockholders $ ( 338,340 ) $ 349,404 $ ( 1,147,199 ) $ 1,123,836 Net income (loss) per share of common stock Basic and diluted $ Nil $ Nil $ ( 0.01 ) $ 0.01 Weighted average shares outstanding: Basic 107,647,317 106,240,361 107,504,628 106,240,361 Diluted 107,647,317 106,240,361 107,504,628 106,240,361 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. Page 4 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the three and six months ended June 30, 2023 and 2022 Shares to Total Preferred Stock Common Stock Additional be returned Accumulated Stockholders’ Shares Amount Shares Amount Paid in Capital to treasury Deficit Equity BALANCE, December 31, 2021 2,620,576 $ 26,205 106,240,361 $ 1,062,402 $ 63,991,459 - $ ( 32,711,263 ) $ 32,368,803 Net income (loss) - - - - - - 786,252 786,252 BALANCE, March 31, 2022 2,620,576 $ 26,205 106,240,361 $ 1,062,402 $ 63,991,459 - $ ( 31,925,011 ) $ 33,155,055 Net income (loss) - - - - - - 361,223 361,223 BALANCE, June 30, 2022 2,620,576 $ 26,205 106,240,361 $ 1,062,402 $ 63,991,459 - $ ( 31,563,788 ) $ 33,516,278 BALANCE, December 31, 2022 2,620,576 $ 26,205 106,373,341 $ 1,063,732 $ 64,052,630 ($ 202,980 ) $ ( 33,070,332 ) $ 31,869,255 Common stock buyback and retirement - - ( 418,696 ) ( 4,187 ) ( 198,793 ) 202,980 - - Conversion of Preferred Series D to Common Stock ( 1,692,672 ) ( 16,926 ) 1,692,672 16,927 ( 1 ) - - - Net income (loss) - - - - - - ( 806,984 ) ( 806,984 ) BALANCE, March 31, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 - $ ( 33,877,316 ) $ 31,062,271 Net income (loss) - - - - - - ( 336,465 ) ( 336,465 ) BALANCE, June 30, 2023 927,904 $ 9,279 107,647,317 $ 1,076,472 $ 63,853,836 - $ ( 34,213,781 ) $ 30,725,806 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. Page 5 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 1,143,449 ) $ 1,147,475 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 465,341 451,207 Accretion of asset retirement obligation 6,736 11,412 Common stock payable for directors fees - 75,000 Write down of inventory to net realizable value 456,238 136,836 Change in fair value of investments - 93,458 Changes in operating assets and liabilities: Accounts receivable, net ( 523,517 ) ( 713,346 ) Inventories ( 1,431,475 ) 328,380 Prepaid expenses and other current assets ( 240,225 ) ( 60,916 ) IVA receivable and other assets ( 320,820 ) ( 86,442 ) Accounts payable ( 221,673 ) ( 706,155 ) Accrued liabilities 11,856 64,045 Accrued liabilities – directors 139,208 4,084 Royalties payable ( 389,716 ) - Net cash provided (used) by operating activities ( 3,191,496 ) 745,038 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investments - ( 13,789,772 ) Proceeds from sales of investments - 396,921 Purchase of properties, plants and equipment ( 1,347,856 ) ( 382,999 ) Net cash used by investing activities ( 1,347,856 ) ( 13,775,850 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments of long-term debt ( 46,369 ) ( 19,767 ) Dividends paid ( 787,730 ) - Net cash used by financing activities ( 834,099 ) ( 19,767 ) NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 5,373,451 ) ( 13,050,579 ) CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD 19,117,666 21,420,329 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 13,744,215 $ 8,369,750 NON-CASH FINANCING AND INVESTING ACTIVITIES: Common stock retirement $ 202,980 $ - Conversion of Preferred Series D to Common Stock $ 16,927 $ - Equipment purchased with note payable $ - $ 161,600 The accompanying notes are an integral part of these condensed consolidated unaudited financial statements. Page 6 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 NOTE 1 - NATURE OF OPERATIONS United States Antimony Corporation and its subsidiaries in the U.S. and Mexico (“USAC”, the “Company”, or “Our”) sell processed antimony, zeolite, and precious metals products in the U.S. and abroad. The Company processes antimony ore in the U.S. and Mexico primarily into antimony oxide and antimony metal at its facilities in Montana and Mexico. Our antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs. Our antimony metal is used in bearings, storage batteries, and ordnance. In its operations in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in soil amendment and fertilizer, water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, and other miscellaneous applications. NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES In the opinion of the Management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2023, and its results of operations and cash flows for the three and six months ended June 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Operating results for the three and six-month periods ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. These unaudited interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on July 18, 2023. This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements. Reclassifications Certain reclassifications have been made to conform prior period amounts to the current presentation. These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported. Recent Accounting Pronouncements Management does not believe that any recently issued but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Recently Adopted Accounting Pronouncements: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016 - 13, ” Financial Instruments – Credit Losses (Topic 326 ): Measurement of Credit Losses on Financial Instruments ”, which requires entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. The Company adopted the ASU on January 1, 2023 and determined that it had no material impact on the Company’s unaudited condensed consolidated financial statements and disclosures. Page 7 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 NOTE 3 – EARNINGS PER SHARE Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through convertible preferred stock, stock options, and warrants. At June 30, 2023 and 2022, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive were as follows: June 30, 2023 June 30, 2022 Warrants 12,346,215 12,489,922 Convertible preferred stock - 1,692,672 TOTAL POSSIBLE DILUTIVE SHARES 12,346,215 14,182,594 NOTE 4 – REVENUE RECOGNITION Products consist of the following: · Antimony: includes antimony oxide, sodium antimonate, antimony trisulfide, and antimony metal · Zeolite: includes coarse and fine zeolite crushed in various sizes · Precious metals: includes unrefined and refined gold and silver Sales of products for the three months ended June 30, 2023 and 2022 were as follows: For the three months ended June 30, 2023 June 30, 2022 Antimony $ 1,590,161 $ 2,472,081 Zeolite 787,091 1,020,391 Precious metals 126,321 95,453 TOTAL REVENUE $ 2,503,573 $ 3,587,925 Sales of products for the six months ended June 30, 2023 and 2022 were as follows: For the six months ended June 30, 2023 June 30, 2022 Antimony $ 3,202,800 $ 5,301,011 Zeolite 1,269,184 1,694,433 Precious metals 242,433 172,787 TOTAL REVENUE $ 4,714,417 $ 7,168,231 The Company’s trade accounts receivable balance related to contracts with customers was $ 1,307,974 at June 30, 2023 and $ 784,457 at December 31, 2022. The Company’s allowance for doubtful accounts related to trade accounts receivables was $ 75,000 at June 30, 2023 and $ 31,440 at December 31, 2022. The Company’s products do not involve any warranty agreements and product returns are not typical. Page 8 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 NOTE 5 – INVENTORIES Inventories at June 30, 2023 and December 31, 2022 consisted primarily of finished antimony products, antimony metal, antimony oxide, and antimony ore, and finished zeolite products. Inventories are stated at the lower of first-in, first-out cost or estimated net realizable value. Finished antimony products, metal and oxide, and finished zeolite products costs include raw materials, direct labor, processing facility overhead costs and freight. Inventories at June 30, 2023 and December 31, 2022 were as follows: June 30, 2023 December 31, 2022 Antimony Metal $ 464,756 $ 142,230 Antimony Oxide 323,466 509,643 Antimony Ore and Concentrates 1,102,832 545,373 Total antimony 1,891,054 1,197,246 Zeolite 459,251 177,822 TOTAL INVENTORIES $ 2,350,305 $ 1,375,068 At June 30, 2023 and December 31, 2022, inventories were valued at cost, except for the portion of inventory related to Mexican operations, which was valued at net realizable value because the production costs of the Mexican inventory were greater than the amount the Company expected to receive on the sale of antimony contained in inventory. The adjustment to inventory for net realizable value was $ 456,238 and $ 136,836 for the six months ended June 30, 2023 and 2022, respectively. Antimony oxide and metal inventory consisted of finished product held at the Company’s plants in Montana and Mexico. Antimony ore and concentrates were held primarily at sites in Mexico. The Company’s zeolite inventory consisted of saleable zeolite material at the Company’s plant in Idaho. NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT The major components of the Company’s properties, plants and equipment by segment at June 30, 2023 and December 31, 2022 were as follows: Antimony Segment Zeolite Segment Precious Metals June 30, 2023 USAC USAMSA BRZ Segment TOTAL Plant and equipment $ 1,822,775 $ 9,459,098 $ 5,436,097 $ 1,347,912 $ 18,065,882 Buildings 243,248 875,024 1,911,362 - 3,029,634 Land and other 2,431,387 2,856,037 16,753 - 5,304,177 Total 4,497,410 13,190,159 7,364,212 1,347,912 26,399,693 Accumulated depreciation ( 2,786,445 ) ( 6,487,717 ) ( 3,508,930 ) ( 605,962 ) ( 13,389,054 ) Properties, Plants, and Equipment, Net $ 1,710,965 $ 6,702,442 $ 3,855,282 $ 741,950 $ 13,010,639 Antimony Segment Zeolite Segment Precious Metals December 31, 2022 USAC USAMSA BRZ Segment TOTAL Plant and equipment $ 1,760,926 $ 9,090,860 $ 4,996,216 $ 1,347,912 $ 17,195,914 Buildings 243,248 870,534 1,047,023 - 2,160,805 Land and other 2,431,387 2,796,037 16,753 - 5,244,177 Construction in progress - 280,406 170,535 - 450,941 Total 4,435,561 13,037,837 6,230,527 1,347,912 25,051,837 Accumulated depreciation ( 2,767,803 ) ( 6,212,433 ) ( 3,392,861 ) ( 550,616 ) ( 12,923,713 ) Properties, Plants, and Equipment, Net $ 1,667,758 $ 6,825,404 $ 2,837,666 $ 797,296 $ 12,128,124 Page 9 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 At June 30, 2023 and December 31, 2022, the Company had $ 280,406 and $ 1,117,041 , respectively, of assets that were not yet placed in service and were not yet depreciated. NOTE 7 – DEBT Long term debt at June 30, 2023 and December 31, 2022 was as follows: June 30, 2023 December 31, 2022 Promissory note payable to First Security Bank of Missoula, bearing interest at 2.25%, payable in 59 monthly installments of $1,409 with a final payment of $152,726 maturing November 9, 2026; collateralized by a lien on Certificate of Deposit $ 195,689 $ 201,908 Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024; collateralized by 2007 Caterpillar 740 articulated truck 69,947 110,097 Total debt 265,636 312,005 Less current portion of debt ( 82,573 ) ( 94,150 ) Long term portion of debt $ 183,063 $ 217,855 At June 30, 2023, principal payments on debt were due as follows: Twelve months ending June 30, Principal payment 2024 82,573 2025 12,924 2026 13,219 2027 156,920 $ 265,636 NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company follows U.S. GAAP guidance in determining its accruals and disclosures with respect to loss contingencies and evaluates such accruals and contingencies for each reporting period. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a loss could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. From time to time, the Company is assessed fines and penalties by the Mine Safety and Health Administration (“MSHA”). Using appropriate regulatory channels, management may contest these proposed assessments. At June 30, 2023 and December 31, 2022, the Company had no accrued liabilities relating to such assessments. The Company pays various royalties on the sale of zeolite products. On a combined basis, royalties generally vary around 8 % to 13 %. At June 30, 2023 and December 31, 2022, the Company had accrued royalties payable of $ 45,359 and $ 435,075 , respectively. The decrease in royalties payable in 2023 was primarily due to the Company finalizing its estimates and paying a royalty obligation in 2023 that had been accumulating since 2016. Page 10 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 On August 8, 2022, the Company executed a preliminary Purchase Option Agreement (the “Agreement”) with SB Wadley SA de CV (“Wadley”) whereby the Company leases, with an option to acquire, mining claims located in Mexico known as the Wadley Property. Under the Agreement, the Company agreed to pay Wadley eight monthly installments of $ 10,000 plus VAT for the right to mine and conduct geological and resource studies as due diligence and exploration on the Wadley Property. At the end of such eight-month period, should the Company choose to exercise its option to acquire following due diligence and assessment of geological and resource studies, the Company agreed to pay Wadley $2,230,000 and seven annual payments of $1,160,000. The due diligence period under the Agreement was extended to October 15, 2023 . On October 12, 2023, the Company officially notified Wadley that it did not intend to acquire the Wadley Property and terminated this Agreement. During the fourth quarter of 2023, the Company expects to incur a loss on disposal of assets of approximately $140,000 related to the termination of this Agreement. Mexican Tax Assessment In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return. In October 2016, as a result of its audit, SAT assessed the Company $13.8 million pesos, which was approximately $666,400 in U.S. Dollars (“USD”) as of December 31, 2016. SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return. The assessment was settled in 2018 with no assessment due from the Company. In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $16.3 million pesos, which was approximately $795,000 USD as of December 31, 2021. Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit. An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment. The Company posted a guarantee of the amount in March 2020 as is required under the appeal process. In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments. In 2022, the Mexican court ruled against the Company in the above matter. The Company subsequently appealed the ruling, which is still pending. As of June 30, 2023, the updated SAT assessment was approximately $21.6 million pesos, which was approximately $1,265,000 USD for $350,000 of unpaid income taxes and $915,000 of interest and penalties . Management along with its legal counsel assessed the possible outcomes for this tax audit and believes, based on discussions with its tax attorneys located in Mexico, that the more likely than not 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 June 30, 2023 or December 31, 2022 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 record changes to tax liabilities, recognize penalties in general and administrative expense, interest will be recorded as interest expense and record the tax expense associated with the assessment. NOTE 9 – STOCKHOLDERS’ EQUITY On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted their respective preferred shares and the Company issued 1,692,672 shares of common stock. The Company also paid the holders $ 787,730 for dividends payable as declared on November 28, 2022. 1,590,672 shares of the 1,692,672 shares of Series D Preferred stock that were converted and $740,261 of the $ 787,730 of dividends paid related to the estate of John Lawrence, who was a prior President and Chairman of the Company. On January 26, 2023, in conjunction with its share repurchase plan, the Company returned to treasury and cancelled 418,696 of its common shares which were repurchased prior to December 31, 2022 for $202,980 . Page 11 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 Common stock warrants No warrants were issued or exercised during the six months ended June 30, 2023 and 2022. The following summarizes warrant activity: Number of warrants Exercise prices Balance outstanding at June 30, 2023 and December 31, 2022 12,346,215 $ 0.75 The composition of the Company’s warrants outstanding at June 30, 2023 was as follows: Number of warrants Exercise Price Expiration Date Remaining life in years 2,285,715 0.46 7/31/2025 2.09 804,000 0.46 1/27/2026 2.58 7,650,000 0.85 8/3/2026 3.10 1,606,500 0.85 2/1/2026 2.59 12,346,215 NOTE 10 – BUSINESS SEGMENTS The Company is organized and managed with four business 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 to customers in the United States or shipped to the United States operation for finishing at the Company’s plant near Thompson Falls, Montana. The Puerto Blanco mill in Mexico is the site of our crushing and flotation plant, and a cyanide leach plant which recovers 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 is produced. The zeolite operation produces zeolite near Preston, Idaho. Almost all the sales of products from the United States antimony and zeolite operations are to customers in the United States. Sales to foreign customers are primarily to customers in Canada. Total Assets: June 30, 2023 December 31, 2022 Antimony United States $ 17,129,056 $ 21,636,386 Mexico 9,402,830 8,484,131 Subtotal antimony 26,531,886 30,120,517 Precious metals United States 201,338 172,004 Mexico 581,654 625,292 Subtotal precious metals 782,992 797,296 Zeolite 4,954,435 3,782,637 TOTAL ASSETS $ 32,269,313 $ 34,700,450 Page 12 of 25 Table of Contents UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2023 For the three months ended June 30, For the six months ended June 30, Capital expenditures 2023 2022 2023 2022 Antimony United States $ 58,299 $ 51,927 $ 61,849 $ 80,277 Mexico 38,754 10,724 152,322 11,565 Subtotal antimony 97,053 62,651 214,171 91,842 Precious metals - 9,138 - 17,518 Zeolite 636,033 299,865 1,133,685 435,239 Total capital expenditures $ 733,086 $ 371,654 $ 1,347,856 $ 544,599 Segment operations for the three months ended June 30, 2023 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 1,351,705 $ 238,456 $ 1,590,161 $ 126,321 $ 787,091 $ 2,503,573 Depreciation and amortization $ 10,362 $ 138,170 $ 148,532 $ 27,673 $ 64,895 $ 241,100 Income (loss) from operations $ ( 317,513 ) $ ( 315,076 ) $ ( 632,589 ) $ 98,648 $ 23,852 $ ( 510,089 ) Other income $ 173,624 NET LOSS $ ( 336,465 ) Segment operations for the three months ended June 30, 2022 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 1,644,259 $ 827,822 $ 2,472,081 $ 95,453 $ 1,020,391 $ 3,587,925 Depreciation and amortization $ 11,101 $ 143,736 $ 154,837 $ 27,674 $ 48,546 $ 231,057 Income from operations $ 120,636 $ 24,396 $ 145,032 $ 67,779 $ 154,124 $ 366,935 Other expense $ ( 5,712 ) NET INCOME $ 361,223 Segment operations for the six months ended June 30, 2023 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 2,964,344 $ 238,456 $ 3,202,800 $ 242,433 $ 1,269,184 $ 4,714,417 Depreciation and amortization $ 18,642 $ 275,284 $ 293,926 $ 55,346 $ 116,069 $ 465,341 Income (loss) from operations $ ( 255,441 ) $ ( 1,412,838 ) $ ( 1,668,279 ) $ 187,087 $ ( 40,753 ) $ ( 1,521,945 ) Other income $ 378,496 NET LOSS $ ( 1,143,449 ) Segment operations for the six months ended June 30, 2022 Antimony - USA Antimony -Mexico Total antimony Precious Metals Zeolite Total Total revenues $ 4,473,189 $ 827,822 $ 5,301,011 $ 172,787 $ 1,694,433 $ 7,168,231 Depreciation and amortization $ 20,570 $ 282,193 $ 302,763 $ 55,194 $ 93,250 $ 451,207 Income (loss) from operations $ 1,512,148 $ ( 659,641 ) $ 852,507 $ 117,593 $ 176,415 $ 1,146,515 Other income $ 960 NET INCOME $ 1,147,475 Page 13 of 25 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation risks related to: · The Company’s properties being in the exploration stage; · The mineral operations being subject to government regulation; · The Company’s ability to obtain additional capital to develop the Company’s resources, if any; · Mineral exploration and development activities; · Mineral estimates; · The Company’s insurance coverage for operating risks; · The fluctuation of prices for precious and base metals, such as gold and silver; · The competitive industry of mineral exploration; · The title and rights in the Company’s mineral properties; · Environmental hazards; · The possible dilution of the Company’s common stock from additional financing activities; · Metallurgical and other processing problems; · Unexpected geological formations; · Global economic and political conditions; · Staffing in remote locations; · Changes in product costing; · Inflation on operational costs and profitability; · Competitive technology positions and operating interruptions (including, but not limited to, labor disputes, leaks, fires, flooding, landslides, power outages, explosions, unscheduled downtime, transportation interruptions, war and terrorist activities); · Global pandemics or civil unrest; · Mexican labor and cartel issues regarding safety and organized control over our properties; · Mexican and other taxing authorities positions and outcomes; · The possible dilution of the Company’s common stock from additional financing activities; · Potential conflicts of interest with the Company’s management; and · The Company’s common stock. This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors”, “Description of Business” and “Management’s Discussion and Analysis and Plan of Operation” of this Quarterly Report. If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. United States Antimony Corporation disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Page 14 of 25 Table of Contents As used in this Quarterly Report, the terms “we,” “us,” “our,” “United State Antimony Corporation,”, “US Antimony,” “USAC,” and the “Company”, mean United States Antimony Corporation, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s condensed consolidated financial statements and the integral notes (“Notes”) thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022. The following statements may be forward-looking in nature and actual results may differ materially. DESCRIPTION OF BUSINESS History United States Antimony Corporation was incorporated in Montana in January 1970 to mine and produce antimony products. In December 1983, the Company suspended antimony ore mining operations in the U.S. but continued to produce antimony products using foreign sources of antimony ore. In April 1998, the Company formed United States Antimony Mexico SA de CV (“USAMSA”) to smelt antimony in Mexico, and, in August 2005, the Company formed Antimonio de Mexico, S. A. de C. V. (“ADM”) to explore and develop antimony and silver deposits in Mexico. The Company formed Bear River Zeolite Company (“BRZ”) in 2000 for the purpose of mining and producing zeolite in southeastern Idaho. Our principal business is the production and sale of antimony, silver, gold, and zeolite products. In May 2012, our shares of common stock started trading on the NYSE MKT (now NYSE AMERICAN) under the symbol UAMY. Although we extract minerals from the Los Juarez, Mexico antimony property and the Bear River, Idaho zeolite property that we later process and sell, each of our properties is classified under Regulation S-K Item 1300 as an exploration stage property and the Company is classified as an exploration stage issuer because we have not prepared a technical report summary for any of our properties making a determination that the property contains proven mineral reserves or probable mineral reserves. Antimony Division The Burns Mining District of Sanders County, MT, which is approximately 15 miles west of Thompson Falls, MT, is the location of one of our antimony smelters and precious metals plants. We hold 2 patented claims, where the plant is located. Mining was suspended at this site in December 1983, because antimony ore could be purchased more economically from foreign sources; currently, environmental restrictions preclude mining at this site. Since 1983, we have relied on foreign sources for antimony ore, and there are risks of interruption in procurement from these sources and/or volatile changes in world market prices for these materials that are not controllable by us. We have sources of antimony in Mexico, but we also depend on foreign companies for antimony ore. We expect to continue to receive antimony from our owned and leased properties in Mexico and from foreign suppliers in Canada, Mexico, and Central America. In Montana, we primarily produce antimony oxide, antimony metal, and precious metals. Our antimony oxide is used in conjunction with a halogen to form a synergistic flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings, and paper. Our antimony oxide is also used as a color fastener in paint and as a phosphorescent agent in fluorescent light bulbs. Our antimony metal is used in bearings, storage batteries and ordnance. We estimate (but have not independently confirmed) that our present share of the domestic market and international market for antimony oxide products is approximately 4% and less than 1%, respectively. We are the only significant U.S. producer of antimony products, while China supplies 92% of the world antimony demand. We believe we are competitive both domestically and worldwide due to the following factors: · We have a reputation for quality products delivered on a timely basis. · We have the only two operating, permitted antimony smelters in North and Central America. · We are the only U.S. producer of antimony products. · We can ship on short notice to domestic customers. · Our smelter in Coahuila is the largest operating antimony smelter in Mexico or the United States with a current maximum processing capacity of approximately 32,600 pounds of antimony ore per day and permitting to expand capacity an additional 70%. Page 15 of 25 Table of Contents Zeolite Division We own 100% of BRZ. BRZ has a lease with Zeolite LLC (f/k/a Webster Farm, L.L.C.) that entitles BRZ to surface mine and process zeolite on property located near Preston, Idaho, in exchange for a royalty payment. The annual royalty payment is the greater of: (1) the minimum annual royalty of $60,000, adjusted annually for the Consumer Price Index for all Urban Consumers, or (2) $11.00 per ton for the first ten thousand tons, $9.90 per ton for tons in excess of ten thousand up to twenty thousand, and $8.80 per ton for tons in excess of twenty thousand. This Zeolite LLC lease also requires BRZ to pay $10,000 to the lessor on March 1 of each year during the term of the lease which ends March 1, 2025. BRZ also pays other royalties on the sale of zeolite products. In total, royalties vary from 8% to 13% of sales. In addition, BRZ can surface mine and process zeolite on property owned by the U.S. Bureau of Land Management that is adjacent to the Company’s Preston, Idaho property after obtaining certain permits. Also, given the mining difficulties in the winter season, BRZ constructed warehouses to store mined zeolite prior to the winter season to remain in production during the winter season. “Zeolite” refers to a group of industrial minerals that consist of hydrated aluminosilicates that hold cations such as calcium, sodium, ammonium, various heavy metals, and potassium in their crystal lattice. Water is loosely held in cavities in the lattice. BRZ zeolite is regarded as one of the best zeolites in the world due to its high cation exchange capacity (CEC) of approximately 180-220 meq/100 gr. (which predicts plant nutrient availability and retention in soil), its hardness and high clinoptilolite content (which is an effective barrier to prevent problematic radionuclide movement), its absence of clay minerals, and its low sodium content. Our zeolite is used in: ☐ Soil Amendment and Fertilizer . Zeolite has been successfully used to fertilize golf courses, sports fields, parks and common areas, and high value agricultural crops. ☐ Water Filtration . Zeolite is used for particulate, heavy metal and ammonium removal in swimming pools, municipal water systems, fisheries, fish farms, and aquariums. ☐ Sewage Treatment . Zeolite is used in sewage treatment plants to remove nitrogen and as a carrier for microorganisms. ☐ Nuclear Waste and Other Environmental Cleanup . Zeolite has shown a strong ability to selectively remove strontium, cesium, radium, uranium, and various other radioactive isotopes from solution. Zeolite can also be used for the cleanup of soluble metals such as mercury, chromium, copper, lead, zinc, arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and uranium. ☐ Odor Control . A major cause of odor around cattle, hog, and poultry feed lots is the generation of the ammonium in urea and manure. The ability of zeolite to absorb ammonium prevents the formation of ammonia gas, which disperses the odor. ☐ Gas Separation . Zeolite has been used for some time to separate gases, to re-oxygenate downstream water from sewage plants, smelters, pulp and paper plants, and fishponds and tanks, and to remove carbon dioxide, sulfur dioxide and hydrogen sulfide from methane generators as organic waste, sanitary landfills, municipal sewage systems, animal waste treatment facilities, and is excellent in pressure swing apparatuses. ☐ Animal Nutrition . According to certain third-party research, feeding up to 2% zeolite increases growth rates, decreases conversion rates, and prevents scours. ☐ Miscellaneous Uses . Other uses include catalysts, petroleum refining, concrete, solar energy and heat exchange, desiccants, pellet binding, horse and kitty litter, floor cleaner, traction control, ammonia removal from mining waste, and carriers for insecticides, pesticides and herbicides. Page 16 of 25 Table of Contents SELECTED FINANCIAL DATA. Results of Operations: For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Revenues $ 2,503,573 $ 3,587,925 $ 4,714,417 $ 7,168,231 Costs of revenues 2,207,677 2,865,515 4,953,940 5,306,433 Gross profit (loss) 295,896 722,410 (239,523 ) 1,861,798 Total operating expenses 805,985 355,475 1,282,422 715,283 Income (loss) from operations (510,089 ) 366,935 (1,521,945 ) 1,146,515 Other income (expense) 173,624 (5,712 ) 378,496 960 Net income (loss) $ (336,465 ) $ 361,223 $ (1,143,449 ) $ 1,147,475 Weighted average shares of common stock (basic) 107,647,317 106,240,361 107,504,628 106,240,361 Weighted average shares of common stock (diluted) 107,647,317 106,240,361 107,504,628 106,240,361 Balance Sheet Information: June 30, 2023 December 31, 2022 Working capital $ 17,004,939 $ 19,397,489 Total assets 32,269,313 34,700,450 Accumulated deficit (34,213,781 ) (33,070,332 ) Stockholders’ equity 30,725,806 31,869,255 Operational and financial performance by Segment: Antimony Financial and operational performance of antimony for the three months ended June 30, 2023 and 2022 was as follows: Three months ended June 30, Percent Increase/ Antimony - Combined USA and Mexico 2023 2022 $ Change (Decrease) Revenue $ 1,590,161 $ 2,472,081 $ (881,920 ) (35.7 )% Gross profit 71,769 490,559 (418,790 ) (85.4 )% Pounds of antimony sold 322,964 363,128 (40,164 ) (11.1 )% Average sales price per pound 4.92 6.81 (1.88 ) (27.7 )% Average cost per pound 4.70 5.46 (0.76 ) (13.8 )% Average gross profit per pound 0.22 1.35 (1.13 ) (83.6 )% Financial and operational performance of antimony for the six months ended June 30, 2023 and 2022 was as follows: Six months ended June 30, Percent Increase/ Antimony - Combined USA and Mexico 2023 2022 $ Change (Decrease) Revenue $ 3,202,800 $ 5,301,011 $ (2,098,211 ) (39.6 )% Gross profit (loss) (581,516 ) 1,546,336 (2,127,852 ) (137.6 )% Pounds of antimony sold 666,008 796,478 (130,470 ) (16.4 )% Average sales price per pound 4.81 6.66 (1.85 ) (27.7 )% Average cost per pound 5.68 4.71 0.97 20.5 % Average gross profit per pound (0.87 ) 1.94 (2.81 ) (145.0 )% Page 17 of 25 Table of Contents During the three months ended June 30, 2023, antimony revenue decreased $881,920, or 36%, compared to the three months ended June 30, 2022. The decrease was primarily due to the lower sales price per pound, which was largely in line with the market rates for antimony, and the decrease in pounds sold, which was primarily due to less demand coupled with increased competition for sales at the lower price per pound, in 2023 compared to 2022. During the six months ended June 30, 2023, antimony revenue decreased $2,098,211, or 40%, compared to the six months ended June 30, 2022. The decrease was primarily due to the lower sales price per pound, which was largely in line with the market rates for antimony, and the decrease in pounds sold, which was primarily due to antimony ore supply shortages during the first quarter of 2023 related to a third-party supplier with machinery and equipment failures as well as less demand coupled with increased competition for sales at the lower price per pound, in 2023 compared to 2022. Gross profit for the six months ended June 30, 2023 was lower by $2,127,852 compared to the six months ended June 30, 2022 primarily due to the lower sales price per pound, the decrease in pounds sold, processing of antimony ore with less antimony percentage concentrate, and vendor and labor cost increases in 2023 compared to 2022. Zeolite Financial and operational performance of zeolite for the three months ended June 30, 2023 and 2022 was as follows: Three months ended June 30, Pct Increase Zeolite 2023 2022 $ Change (Decrease) Revenue $ 787,091 $ 1,020,391 $ (233,300 ) (22.9 )% Gross profit 125,479 164,072 (38,593 ) (23.5 )% Tons of zeolite sold 3,690 4,046 (356 ) (8.8 )% Average sales price per ton 213.28 252.20 (38.92 ) (15.4 )% Average cost per ton 179.28 211.65 (32.37 ) (15.3 )% Average gross profit per ton 34.00 40.55 (6.55 ) (16.2 )% Financial and operational performance of zeolite for the six months ended June 30, 2023 and 2022 was as follows: Six months ended June 30, Pct. Increase Zeolite 2023 2022 $ Change (Decrease) Revenue $ 1,269,184 $ 1,694,433 $ (425,249 ) (25.1 )% Gross profit 154,906 197,869 (42,963 ) (21.7 )% Tons of zeolite sold 5,753 7,072 (1,319 ) (18.6 )% Average sales price per ton 220.60 239.60 (19.00 ) (7.9 )% Average cost per ton 193.67 211.62 (17.94 ) (8.5 )% Average gross profit per ton 26.92 27.98 (1.05 ) (3.8 )% During the three months ended June 30, 2023, zeolite revenue decreased $233,300, or 23%, compared to the three months ended June 30, 2022. The decrease was primarily due to both the decrease in tons sold and a lower sales price per ton, which was largely due to a change in the mix of product sales, in 2023 compared to 2022. During the six months ended June 30, 2023, zeolite revenue decreased $425,249, or 25%, compared to the six months ended June 30, 2022. The decrease was primarily due to a lower sales price per ton, which was largely due to a change in the mix of product sales in 2023 compared to 2022, as well as less tons of zeolite sold due to a significant equipment failure in the first quarter of 2023. The cone of BRZ’s main cone crusher failed and production was curtailed until a new cone could be sourced, delivered, and installed. The new cone is equipped with performance monitoring features that are expected to enhance our preventive maintenance program, contribute to longer and more reliable run times, and enable a material increase in production. The failure of the original cone curtailed production for approximately two months in the first quarter of 2023 until completion of the new cone acquisition and installation. The curtailment of production resulted in lower revenue for the six months ended June 30, 2023. The new cone has operated significantly more reliably since installation was completed and production rates have increased. Page 18 of 25 Table of Contents Precious Metals Financial and operational performance of precious metals for the three months ended June 30, 2023 and 2022 was as follows: Three months ended June 30, Precious metals 2023 2022 $ Change Pct Change Revenue $ 126,321 $ 95,453 $ 30,868 32.3 % Gross profit 98,648 67,779 30,869 45.5 % Ounces sold - gold 12.48 11.06 1.42 12.8 % Ounces sold - silver 7,737 3,319 4,418 133.1 % Financial and operational performance of precious metals for the six months ended June 30, 2023 and 2022 was as follows: Six months ended June 30, Precious metals 2023 2022 $ Change Pct Change Revenue $ 242,433 $ 172,787 $ 69,646 40.3 % Gross profit 187,087 117,593 69,494 59.1 % Ounces sold-gold 24.30 21.35 2.95 13.8 % Ounces sold-silver 15,074 8,175 6,899 84.4 % Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”) We present EBTIDA, a non-GAAP financial measurement, to supplement other measures of our financial performance. We believe that EBITDA is a useful measure of our operating performance because it eliminates non-cash expenses that do not reflect our underlying business performance. We use this measure to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to evaluate our performance. We had EBITDA of ($671,658) for the six months ended June 30, 2023, compared to EBITDA of $1,604,745 for the six months ended June 30, 2022. EBIDTA by segment for the three months ended June 30, 2023 and 2022 was as follows: Antimony - Combined USA and Mexico Three months ended June 30, 2023 Three months ended June 30, 2022 Revenue $ 1,590,161 100.0 % $ 2,472,081 100.0 % Cost of sales (1,518,392 ) (95.5 )% (1,981,522 ) (80.2 )% Gross profit (loss) 71,769 4.5 % 490,559 19.8 % Operating expenses (704,358 ) (44.3 )% (345,527 ) (14.0 )% Income (loss) from operations (632,589 ) (39.8 )% 145,032 5.9 % Non-operating income (expense) 177,152 11.1 % (3,975 ) (2.6 )% Net income (loss) (455,437 ) (28.6 )% 141,057 5.7 % Interest expense 1,331 0.1 % 1,343 0.1 % Depreciation and amortization 148,532 9.3 % 154,837 6.3 % EBITDA $ (305,574 ) (19.2 )% $ 297,237 12.0 % Page 19 of 25 Table of Contents Zeolite Three months ended June 30, 2023 Three months ended June 30, 2022 Revenue $ 787,091 100.0 % $ 1,020,391 100.0 % Cost of sales (661,612 ) (84.1 )% (856,319 ) (83.9 )% Gross profit 125,479 15.9 % 164,072 16.1 % Operating expenses (101,627 ) (12.9 )% (9,948 ) (1.0 )% Income from operations 23,852 3.0 % 154,124 15.1 % Non-operating expenses (3,528 ) (0.4 )% (1,737 ) (0.2 )% Net income 20,324 2.6 % 152,387 14.9 % Interest expense 1,432 0.2 % 1,738 0.2 % Depreciation and amortization 64,895 8.2 % 48,546 4.8 % EBITDA $ 86,651 11.0 % $ 202,671 19.9 % Precious Metals Three months ended June 30, 2023 Three months ended June 30, 2022 Revenue $ 126,321 100.0 % 95,453 $ 100.0 % Cost of sales (27,673 ) (21.9 )% (27,674 ) (29.0 )% Gross profit 98,648 78.1 % 67,779 71.0 % Operating expenses - - % - - % Income from operations 98,648 78.1 % 67,779 71.0 % Non-operating income - - % - - % Net income 98,648 78.1 % 67,779 71.0 % Interest expense - - % - - % Depreciation and amortization 27,673 21.9 % 27,674 29.0 % EBITDA $ 126,321 100.0 % $ 95,453 100.0 % Company-wide Three months ended June 30, 2023 Three months ended June 30, 2022 Revenue $ 2,503,573 100.0 % $ 3,587,925 100.0 % Cost of sales (2,207,677 ) (88.2 )% (2,865,515 ) (79.9 )% Gross profit 295,896 11.8 % 722,410 20.1 % Operating expenses (805,985 ) (32.2 )% (355,475 ) (9.7 )% Income (loss) from operations (510,089 ) (20.4 )% 366,935 10.2 % Non-operating income (expense) 173,624 6.9 % (5,712 ) (0.2 )% Net income (loss) (336,465 ) (13.4 )% 361,223 10.1 % Interest expense 2,763 0.1 % 3,081 0.1 % Depreciation and amortization 241,100 9.6 % 231,057 6.4 % EBITDA $ (92,602 ) (3.7 )% $ 595,360 16.6 % EBIDTA by segment for the six months ended June 30, 2023 and 2022 was as follows: Antimony - Combined USA and Mexico Six months ended June 30, 2023 Six months ended June 30, 2022 Revenue $ 3,202,800 100.0 % $ 5,301,011 100.0 % Cost of sales (3,784,316 ) (118.2 )% (3,754,675 ) (70.8 )% Gross profit (loss) (581,516 ) (18.2 )% 1,546,336 29.2 % Operating expenses (1,086,763 ) (33.9 )% (693,829 ) (13.1 )% Income (loss) from operations (1,668,279 ) (52.1 )% 852,507 16.1 % Non-operating income (expense) 382,118 11.9 % (3,335 ) (0.1 )% Net income (loss) (1,286,161 ) (40.2 )% 855,843 16.1 % Interest expense 2,717 0.1 % 3,688 0.1 % Depreciation and amortization 293,926 9.2 % 302,763 5.7 % EBITDA $ (989,518 ) (30.9 )% $ 1,162,294 21.9 % Page 20 of 25 Table of Contents Zeolite Six months ended June 30, 2023 Six months ended June 30, 2022 Revenue $ 1,269,184 100.0 % $ 1,694,433 100.0 % Cost of sales (1,114,278 ) (87.8 )% (1,496,564 ) (88.3 )% Gross profit 154,906 12.2 % 197,869 11.7 % Operating expenses (195,659 ) (15.4 )% (21,454 ) (1.3 )% Income (loss) from operations (40,753 ) (3.2 )% 176,415 10.4 % Non-operating expenses (3,622 ) (0.3 )% (2,375 ) (0.1 )% Net income (loss) (44,375 ) (3.5 )% 174,040 10.3 % Interest expense 3,733 0.3 % 2,375 0.1 % Depreciation and amortization 116,069 9.1 % 93,250 5.5 % EBITDA $ 75,427 5.9 % $ 269,665 15.9 % Precious Metals Six months ended June 30, 2023 Six months ended June 30, 2022 Revenue $ 242,433 100.0 % $ 172,787 100.0 % Cost of sales (55,346 ) (22.8 )% (55,194 ) (31.9 )% Gross profit 187,087 77.2 % 117,593 68.1 % Operating expenses - - % - - % Income from operations 187,087 77.2 % 117,593 68.1 % Non-operating expenses - - % - - % Net income 187,087 77.2 % 117,593 68.1 % Interest expense - - % - - % Depreciation and amortization 55,346 22.8 % 55,194 31.9 % EBITDA $ 242,433 100.0 % $ 172,787 100.0 % Company-wide Six months ended June 30, 2023 Six months ended June 30, 2022 Revenue $ 4,714,417 100.0 % $ 7,168,231 100.0 % Cost of sales (4,953,940 ) (105.1 )% (5,306,433 ) (74.0 )% Gross profit (loss) (239,523 ) (5.1 )% 1,861,798 26.0 % Operating expenses (1,282,422 ) (27.2 )% (715,283 ) (10.0 )% Income (loss) from operations (1,521,945 ) (32.3 )% 1,146,515 16.0 % Non-operating income 378,496 8.0 % 960 -% Net income (loss) (1,143,449 ) (24.3 )% 1,147,475 16.0 % Interest expense 6,450 0.1 % 6,063 0.1 % Depreciation and amortization 465,341 9.9 % 451,207 6.3 % EBITDA $ (671,658 ) (14.2 )% $ 1,604,745 22.4 % Capital Resources and Liquidity: Working Capital June 30, 2023 December 31, 2022 Current assets $ 17,982,886 $ 21,617,359 Current liabilities (977,947 ) (2,219,870 ) Working capital $ 17,004,939 $ 19,397,489 Page 21 of 25 Table of Contents For the six months ended Cash Flows June 30, 2023 June 30, 2022 Cash flow provided (used) by operating activities $ (3,191,496 ) $ 745,038 Cash flow used by investing activities (1,347,856 ) (13,775,850 ) Cash flow provided (used) by financing activities (834,099 ) (19,767 ) Net change in cash during period $ (5,373,451 ) $ (13,050,579 ) As of June 30, 2023, the Company had cash and cash equivalents of $13,686,927. Cash flow used by operating activities was $3,191,496 for the six months ended June 30, 2023, compared to cash flow provided by operating activities of $745,038 for the six months ended June 30, 2022. The $3,936,534 decrease in cash flow from operating activities was attributable primarily to the differential between the net loss generated during 2023 compared to the net income generated during 2022, an increase in the use of cash in accounts receivable and inventories in 2023, and an increase in the payment of royalties in 2023. The majority of the increase in accounts receivable was due to product shipments towards the end of the second quarter of 2023, which were billed by the end of the second quarter of 2023 and collected after the second quarter of 2023. The increase in inventories was primarily due to an increase in antimony ore inventory in Mexico in 2023, which can be used in future processing. The increase in the payment of royalties was primarily due to the Company finalizing its estimates and paying a royalty obligation in 2023 that had been accumulating since 2016. Cash flow used by investing activities was $1,347,856 for the six months ended June 30, 2023, compared to $13,775,850 for the six months ended June 30, 2022. The use of cash in 2023 related to purchases of fixed assets primarily at BRZ, which included the purchase of a new cone for the cone crusher. The use of cash in 2022 related primarily to investing cash in U.S. treasury bonds and other fixed income funds to improve return on cash. Cash flow used by financing activities increased by $814,332 to $834,099 for the three months ended March 31, 2023, compared to $19,767 for the three months ended March 31, 2022. This increase in the use of cash was primarily due to the payment of dividends of $787,730 on January 25, 2023 to the holders of 1,692,672 shares of Series D Preferred stock related to the conversion of these shares into common stock. We are planning to use our funds to make improvements to our operations with the goal of increasing production and decreasing costs and for revenue growth. Also, we plan to continue to review the operations and financial results of each segment to make decisions that benefit the Company overall. In the past, the Company has been successful in raising required capital from sale of common stock and, to a lesser extent, from debt issuance. As a result of planned operations and potential equity sales and debt borrowings, management believes cash flows from operations and existing cash and cash equivalents are sufficient to conduct planned operations and meet contractual obligations for the next 12 months. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures related to segregation of accounting duties. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external accounting and legal professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. Changes in Internal Control over Financial Reporting There have been no changes during the quarter ended June 30, 2023 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting. Page 22 of 25 Table of Contents PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. United States Antimony Corporation is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of United States Antimony Corporation and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to United States Antimony Corporation or has a material interest adverse to United States Antimony Corporation in reference to pending litigation. ITEM 1A. RISK FACTORS. There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2022 which was filed with the SEC on July 18, 2023. ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES. For the three months ended June 30, 2023, the Company sold no common stock. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCOSURES. 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 report. ITEM 5. OTHER INFORMATION. None. Page 23 of 25 Table of Contents ITEM 6. EXHIBITS. Exhibit No. Description 3.1 Second Restated Articles of Incorporation (incorporated by reference as Exhibit 3.1 to the Company’s current Report on Form 8-K filed with the SEC on January 15, 2021) 3.2 Second Restated Amended and Restated Bylaws (incorporated by reference to Exhibit 3.02 to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2012) 31.1 Rule 15d-14(a) Certification by Principal Executive Officer 31.2 Rule 15d-14(a) Certification by Principal Financial Officer 32.1 Section 1350 Certification of Principal Executive Officer 32.2 Section 1350 Certification of Principal Financial Officer 95 Mine Safety Disclosure 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). Page 24 of 25 Table of Contents SIGNATURES Pursuant to the requirements 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 Date: October 17, 2023 By: /s/ John C. Gustavsen John C. Gustavsen (Principal Executive Officer and Chief Executive Officer) Date: October 17, 2023 By: /s/ Richard R. Isaak Richard R. Isaak (Principal Accounting Officer and Chief Financial Officer) Page 25 of 25