What changed in this filing

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Item 1. Financial Statements

2023-10-17 compared with 2023-10-05 · 108 added, 83 removed, 285 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2023

December 31, 2022

CURRENT ASSETS

2 unchanged sentences

Accounts receivable, net

Prepaids expenses and other current assets

Prepaid expenses and other current assets

Total current assets

6 unchanged sentences

Accrued liabilities

Accrued liabilities – directors and related parties

Accrued liabilities – directors

Royalties payable

2 unchanged sentences

Total current liabilities

NON-CURRENT LIABILITIES:

Long-term debt, net of current portion

12 unchanged sentences

150,000,000 shares authorized;

107,647,317 shares issued and outstanding at March 31, 2023 and 106,373,341 shares issued and outstanding at December 31, 2022

107,647,317 shares issued and outstanding at June 30, 2023 and 106,373,341 shares issued and outstanding at December 31, 2022

Additional paid-in capital

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the three months ended

March 31, 2023

March 31, 2022

Three months ended June 30,

Six months ended June 30,

COST OF REVENUE

10 unchanged sentences

Interest and investment income

Change in fair value of investments

Trademark and licensing income

2 unchanged sentences

NET INCOME (LOSS)

( 1,143,449 )

Preferred dividends

1 unchanged sentence

$ ( 338,340 )

$ ( 1,147,199 )

Net income (loss) per share of common stock

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

For the three months ended March 31, 2023 and 2022

For the three and six months ended June 30, 2023 and 2022

Preferred Stock

Stockholders’

Paid in Capital

BALANCE, December 31, 2021

3 unchanged sentences

$ ( 31,925,011 )

BALANCE, December 31, 2022

Net income (loss)

BALANCE, June 30, 2022

$ ( 31,563,788 )

BALANCE, December 31, 2022

$ ( 33,070,332 )

Share buyback and retirement

Common stock buyback and retirement

Conversion of Preferred Series D to Common Stock

3 unchanged sentences

$ ( 33,877,316 )

Net income (loss)

BALANCE, June 30, 2023

$ ( 34,213,781 )

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the three months ended

March 31, 2023

March 31, 2022

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Write down of inventory to net realizable value

Change in fair value of investments

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

( 1,431,475 )

Prepaid expenses and other current assets

2 unchanged sentences

Accrued liabilities

Accrued liabilities – directors and related parties

Accrued liabilities – directors

Royalties payable

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of investments

( 13,789,772 )

Proceeds from sales of investments

Purchase of properties, plants and equipment

( 1,347,856 )

Net cash used by investing activities

( 1,347,856 )

( 13,775,850 )

CASH FLOWS FROM FINANCING ACTIVITIES:

4 unchanged sentences

( 5,373,451 )

( 13,050,579 )

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

1 unchanged sentence

NON-CASH FINANCING AND INVESTING ACTIVITIES:

Share retirement

Common stock retirement

Conversion of Preferred Series D to Common Stock

Equipment purchased with note payable

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

June 30, 2023

NOTE 1 - NATURE OF OPERATIONS

United States Antimony Corporation and its subsidiaries in the U.S.

and Mexico (“USAC” or the “Company”) sell processed antimony, zeolite, and precious metals products in the U.S.

and Mexico (“USAC”, the “Company”, or “Our”) sell processed antimony, zeolite, and precious metals products in the U.S.

The Company processes antimony ore in the U.S.

and Mexico primarily into antimony oxide and antimony metal at its facilities in Mexico and Montana.

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.

2 unchanged sentences

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2023 and 2022.

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.

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

June 30, 2023

NOTE 3 – EARNINGS PER SHARE

1 unchanged sentence

Diluted EPS reflects the potential dilution that could occur from common shares issuable through convertible preferred stock, stock options, and warrants.

For the three months ended March 31, 2022, the calculation of diluted income per common share included 149,400 warrants to purchase one share of common stock.

At March 31, 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:

March 31, 2023

March 31, 2022

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:

Convertible preferred stock

6 unchanged sentences

includes unrefined and refined gold and silver

Sales of products for the three months ended March 31, 2023 and 2022 were as follows:

Sales of products for the three months ended June 30, 2023 and 2022 were as follows:

For the three months ended

March 31, 2023

March 31, 2022

Precious metals

TOTAL REVENUE

The Company’s trade accounts receivable balance related to contracts with customers was $ 1,704,276 at March 31, 2023 and $ 784,457 at December 31, 2022.

The Company’s allowance for doubtful accounts related to trade accounts receivables was $ 50,000 at March 31, 2023 and $ 31,440 at December 31, 2022.

Sales of products for the six months ended June 30, 2023 and 2022 were as follows:

For the six months ended

Precious metals

TOTAL REVENUE

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

June 30, 2023

NOTE 5 – INVENTORIES

Inventories at March 31, 2023 and December 31, 2022 consisted primarily of finished antimony products, antimony metal, antimony oxide, and antimony ore, and finished zeolite products.

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 March 31, 2023 and December 31, 2022 were as follows:

March 31, 2023

December 31, 2022

Inventories at June 30, 2023 and December 31, 2022 were as follows:

Antimony Metal

3 unchanged sentences

TOTAL INVENTORIES

At March 31, 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 $ 246,792 and $Nil for the three months ended March 31, 2023 and 2022, respectively.

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.

2 unchanged sentences

NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT

The major components of the Company’s properties, plants and equipment by segment at March 31, 2023 and December 31, 2022 were as follows:

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

1 unchanged sentence

Precious Metals

March 31, 2023

June 30, 2023

Plant and equipment

Land and other

Construction in progress

Accumulated depreciation

19 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

At March 31, 2023 and December 31, 2022, the Company had $ 1,132,474 and $ 1,117,041 , respectively, of assets that were not yet placed in service and were not yet depreciated.

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 March 31, 2023 and December 31, 2022 was as follows:

March 31, 2023

Long term debt at June 30, 2023 and December 31, 2022 was as follows:

June 30, 2023

December 31, 2022

5 unchanged sentences

Long term portion of debt

At March 31, 2023, principal payments on debt were due as follows:

Twelve months ending March 31,

At June 30, 2023, principal payments on debt were due as follows:

Twelve months ending June 30,

Principal payment

7 unchanged sentences

Using appropriate regulatory channels, management may contest these proposed assessments.

At March 31, 2023 and December 31, 2022, the Company had no accrued liabilities relating to such 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 March 31, 2023 and December 31, 2022, the Company had accrued royalties payable of $ 15,884 and $ 435,075 , respectively.

During the three months ended March 31, 2023, the Company paid a royalty obligation related to the time period from 2016 to 2022 after finalizing its estimates .

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

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 will 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 will pay Wadley $2,230,000 and seven annual payments of $1,160,000.

The due diligence period under the Agreement has been extended to October 15, 2023 .

As of March 31, 2023 and December 31, 2022, the Company had capitalized $ 70,000 and $ 40,000 , respectively, of payments to Wadley.

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

3 unchanged sentences

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 against the Company.

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.

3 unchanged sentences

In August 2020, the Company filed a lawsuit against SAT for resolution of the process and, in December 2020, filed closing arguments.

During the year ended December 31, 2022, the Mexican court ruled against the Company in the above matter.

The Company appealed the ruling, which is still pending.

As of March 31, 2023, the updated SAT assessment was approximately $30.2 million pesos, which was approximately $1,674,000 USD for $907,000 of unpaid income taxes and $767,000 of interest and penalties .

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, 2023 or December 31, 2022 relating to this potential tax liability.

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 attributes, recognize penalties in general and administrative expense, interest will be recorded as interest expense and record the tax expense associated with the assessment.

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 the preferred shares and the Company issued 1,692,672 shares of common stock.

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.

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

June 30, 2023

Common stock warrants

No warrants were issued or exercised during the three months ended March 31, 2023 and 2022.

No warrants were issued or exercised during the six months ended June 30, 2023 and 2022.

The following summarizes warrant activity:

1 unchanged sentence

Exercise prices

Balance outstanding at December 31, 2022 and March 31, 2023

The composition of the Company’s warrants outstanding at March 31, 2023 was as follows:

Balance outstanding at June 30, 2023 and December 31, 2022

The composition of the Company’s warrants outstanding at June 30, 2023 was as follows:

Number of warrants

2 unchanged sentences

Remaining life in years

NOTE 10 – BUSINESS SEGEMENTS

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, MT.

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, MT, where a 99% precious metals mix is produced.

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 countries are primarily to customers in Canada.

Sales to foreign customers are primarily to customers in Canada.

Total Assets:

March 31, 2023

December 31, 2022

United States

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2023

For the three months ended

June 30, 2023

For the three months ended June 30,

For the six months ended June 30,

Capital expenditures

March 31, 2023

March 31, 2022

United States

1 unchanged sentence

Precious metals

Segment operations for the three months ended March 31, 2023

Total capital expenditures

Segment operations for the three months ended June 30, 2023

Antimony - USA

5 unchanged sentences

Income (loss) from operations

Segment operations for the three months ended June 30, 2022

Antimony - USA

Antimony -Mexico

Total antimony

Precious Metals

Total revenues

Depreciation and amortization

Income from operations

Other expense

Segment operations for the six months ended June 30, 2023

Antimony - USA

Antimony -Mexico

Total antimony

Precious Metals

Total revenues

Depreciation and amortization

Income (loss) from operations

$ ( 255,441 )

1 unchanged sentence

$ ( 1,668,279 )

Other income (expense)

Net income (loss)

$ ( 1,521,945 )

Segment operations for the three months ended March 31, 2022

$ ( 1,143,449 )

Segment operations for the six months ended June 30, 2022

Antimony - USA

6 unchanged sentences

$ ( 659,641 )

Other income (expense)

Net income (loss)

Page 13 of 25

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements