What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-13 · 288 added, 248 removed, 172 unchanged (76% of the section changed)

1 unchanged sentence

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

CURRENT ASSETS

2 unchanged sentences

Accounts receivable, net

Inventories, net

Prepaid expenses and other current assets

Current assets held for sale (Note 11)

Total current assets

1 unchanged sentence

Restricted cash for reclamation bonds

IVA receivable and other assets

Non-current assets held for sale (Note 11)

LIABILITIES AND STOCKHOLDERS’ EQUITY

4 unchanged sentences

Royalties payable

Dividends payable

Long-term debt, current portion

Current liabilities held for sale (Note 11)

Total current liabilities

NON-CURRENT LIABILITIES:

Long-term debt, net of current portion

Stock payable to directors for services

Asset retirement obligations and accrued reclamation costs

Stock payable to directors

Asset retirement obligations

Non-current liabilities held for sale (Note 11)

Total liabilities

1 unchanged sentence

STOCKHOLDERS' EQUITY

Preferred stock, $ 0.01 par value;

10,000,000 shares authorized:

Preferred stock $ 0.01 par value, 10,000,000 shares authorized:

0 shares issued and outstanding

750,000 shares issued and outstanding (liquidation preference $ 969,375 and $ 967,500 , respectively)

177,904 shares issued and outstanding (liquidation preference $ 97,847 both periods)

0 and 1,692,672 shares issued and outstanding (liquidation preference $ 0 and $ 5,019,410 , respectively)

Common stock, $ 0.01 par value;

150,000,000 shares authorized;

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

177,904 shares issued and outstanding (liquidation preference $ 97,847 both years)

0 shares issued and outstanding

Common stock, $ 0.01 par value, 150,000,000 shares authorized;

108,438,984 and 107,647,317 shares issued and outstanding, respectively

Additional paid-in capital

Shares to be returned to treasury

Accumulated deficit

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three months ended

September 30,

Nine months ended

September 30,

COST OF REVENUE

GROSS PROFIT (LOSS)

$ ( 1,061,072 )

$ ( 1,300,595 )

For the three months ended

COST OF REVENUES

OPERATING EXPENSES:

1 unchanged sentence

Salaries and benefits

Other operating expenses

Professional fees

Loss on disposal of property, plant and equipment

TOTAL OPERATING EXPENSES

INCOME (LOSS) FROM OPERATIONS

$ ( 1,824,561 )

$ ( 3,346,506 )

OTHER INCOME (EXPENSE):

Interest and investment income

Change in fair value of investments

Trademark and licensing income

Other miscellaneous income (expense)

TOTAL OTHER INCOME (EXPENSE)

NET INCOME (LOSS)

TOTAL OTHER INCOME

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

Income tax expense

INCOME FROM CONTINUING OPERATIONS

Discontinued operations:

Loss from discontinued operations before income taxes

( 1,100,365 )

Income tax expense

Loss from discontinued operations (Note 11)

( 1,100,365 )

Preferred dividends

Net income (loss) available to common stockholders

$ ( 1,646,403 )

$ ( 2,793,602 )

Net income (loss) per share of common stock:

Basic and diluted

Net loss available to common stockholders

Basic and diluted earnings per common share:

Income from continuing operations

Loss from discontinued operations

Weighted average shares outstanding:

2 unchanged sentences

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

For the three and nine months ended September 30, 2023 and 2022

Preferred Stock

Stockholders’

BALANCE, December 31, 2021

$ ( 32,711,263 )

BALANCE, March 31, 2022

( 31,925,011 )

BALANCE, June 30, 2022

( 31,571,392 )

Issuance of common stock for director fees

BALANCE, September 30, 2022

$ ( 31,520,990 )

BALANCE, December 31, 2022

For the three months ended March 31, 2024 and 2023

Total Preferred Stock

Additional Paid In Capital

Shares to be returned to treasury

Accumulated Deficit

Balances, December 31, 2022

$ ( 202,980 )

$ ( 33,070,332 )

Common stock buyback and retirement

Conversion of Preferred Series D to common stock

( 1,692,672 )

BALANCE, March 31, 2023

( 33,877,316 )

BALANCE, June 30, 2023

( 34,213,781 )

Common stock buyback and retirement

Balances, March 31, 2023

$ ( 33,877,316 )

Balances, December 31, 2023

$ ( 39,418,619 )

BALANCE, September 30, 2023

Share-based compensation

Balances, March 31, 2024

$ ( 39,741,387 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Nine months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 2,787,977 )

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

March 31, 2024

March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:

Net income from continuing operations

Adjustments to reconcile net income from continuing operations to net cash

provided (used) by operating activities of continuing operations:

Depreciation and amortization

Accretion of asset retirement obligation

Loss on disposal of property, plant, and equipment

Write down of inventory to net realizable value

Provision for losses on receivables

Change in fair value of investments

Share-based compensation

Other non-cash items

Changes in operating assets and liabilities:

Accounts receivable, net

( 1,384,877 )

Inventories, net

Prepaid expenses and other current assets

IVA receivable and other assets

Accounts payable

2 unchanged sentences

Royalties payable

Net cash provided (used) by operating activities

Net cash provided (used) by operating activities of continuing operations

( 1,068,974 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of investments

CASH FLOWS FROM INVESTING ACTIVITIES OF CONTINUING OPERATIONS:

Proceeds from redemption of certificates of deposit

Purchases of properties, plant, and equipment

Net cash used by investing activities of continuing operations

CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS:

Payments on dividends payable

Principal payments on long-term debt

Net cash used by financing activities of continuing operations

Net cash flows provided (used) by continuing operations

( 2,380,928 )

Proceeds from sales of investments

Purchase of properties, plants and equipment

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash used by operating activities

( 1,204,818 )

Net cash used by investing activities

$ ( 1,519,720 )

$ ( 13,685,072 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Principal payments of long-term debt

Dividends paid

Net cash used by financing activities

$ ( 857,779 )

NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

Net cash flows used by discontinued operations

( 1,318,386 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

( 3,699,314 )

2 unchanged sentences

NON-CASH FINANCING AND INVESTING ACTIVITIES:

Common stock retirement

Common stock buyback and retirement

Conversion of Preferred Series D to Common Stock

Equipment purchased with note payable

Issuance of common stock for directors fees

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

March 31, 2024

NOTE 1 - NATURE OF OPERATIONS

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

and Mexico (“USAC”, the “Company”, “Our”, or “we”) 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 Montana and Mexico.

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

The Company processes antimony ore primarily into antimony oxide, antimony metal, and antimony trisulfide.

Our antimony oxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs.

Our antimony metal is used in bearings, storage batteries, and ordnance.

Our antimony trisulfide is used as a primer in ammunition.

In its operations in Idaho, the Company mines and processes zeolite, a group of industrial minerals used in soil amendment and fertilizer, water filtration, sewage treatment, nuclear waste and other environmental cleanup, odor control, gas separation, animal nutrition, and other miscellaneous applications.

We recover certain amounts of precious metals, primarily gold and silver, at our plant in Montana from antimony concentrates.

Developments in the Current Period - Discontinued Operations

The Company has two subsidiaries in Mexico, US Antimony de Mexico, S.A.

(“USAMSA”) and Antimonio de Mexico, S.A.

On March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets.

The USAMSA subsidiary primarily includes the Company’s Madero antimony and precious metals plant in Parras de la Fuente Coahuila, Mexico and its Puerto Blanco antimony and precious metals plant in San Luis de la Paz Guanajuato, Mexico.

The Company intends to sell its USAMSA subsidiary, operations, or assets over the next year and has initiated an active search for buyers of its operations and/or existing assets.

While the Company will maintain its existing Los Juarez mining claims and concessions in Mexico, which are included in our ADM subsidiary, there are presently no active operations at Los Juarez.

See Note 11 for further information.

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 September 30, 2023, and its results of operations and cash flows for the three and nine months ended September 30, 2023 and 2022.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2024, and its results of operations and cash flows for the three months ended March 31, 2024 and 2023.

The Condensed Consolidated Balance Sheet as of December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

Operating results for the three and nine-month periods ended September 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.

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.

These unaudited interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on April 12, 2024.

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

4 unchanged sentences

These reclassifications have no effect on the results of operations, stockholders’ equity and cash flows as previously reported.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

Discontinued Operations

Disposal groups that meet the discontinued operations criteria by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20-45 are classified as discontinued operations and are excluded from continuing operations and segment results for all periods presented.

Share-Based Compensation

The Company’s share-based awards consist of restricted stock units (“RSUs”) and stock options granted to employees and non-employee directors.

RSUs are stock awards entitling the award recipient to a specified number of shares of the Company’s common stock as the award vests.

Each of our RSU grants include a time-based vesting condition, which is the only vesting condition related to the RSU grants.

The Company calculates the fair value of RSUs on the grant date using the closing market price of the Company’s common stock on the grant date.

The Company expenses the grant date fair value of RSUs ratably over the requisite service period, other than RSUs that vest on the grant date, the grant date fair value of which is expensed on the grant date.

The Company recognizes forfeitures as they occur.

Stock options grant award recipients the option to purchase a specified number of shares of the Company’s common stock at an exercise price per share specified in the grant agreement as the stock options vest.

Stock option grants include either a time-based vesting condition or performance-based vesting conditions with a specified term to meet the performance condition.

The Company calculates the fair value of stock options on the grant date using the Black-Scholes option-pricing model, which requires the Company to make estimates and assumptions, such as expected volatility, expected term, and risk-free interest rate.

For time-based vesting stock option grants, the Company expenses the grant date fair value of the award ratably over the requisite service period.

For performance-based vesting stock option grants, the Company expenses the grant date fair value of the award based on the probability and timing of achieving the performance criteria.

The Company recognizes forfeitures as they occur.

The expense related to employee and non-employee director share-based awards is recorded in “Salaries and benefits” and “General and administrative,” respectively, in the Condensed Consolidated Statements of Operations.

Recent Accounting Pronouncements

Management does not believe that any recently issued but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively.

Early adoption is permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively.

Early adoption and retrospective application of the amendments are permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

March 31, 2024

NOTE 3 – EARNINGS PER SHARE

Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period.

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

At September 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:

September 30,

Convertible preferred stock

TOTAL POSSIBLE DILUTIVE SHARES

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

At March 31, 2024 and 2023, the potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive were as follows:

Total possible dilution

NOTE 4 – REVENUE RECOGNITION

Products consist of the following:

includes antimony oxide, antimony trisulfide, and antimony metal

includes antimony oxide, antimony metal, antimony trisulfide.

includes coarse and fine zeolite crushed in various sizes.

1 unchanged sentence

includes unrefined and refined gold and silver.

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

Sales of products for the three months ended March 31, 2024 and 2023 were as follows:

For the three months ended

September 30,

Precious metals

TOTAL REVENUE

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

For the nine months ended

September 30,

Precious metals

TOTAL REVENUE

The Company’s trade accounts receivable balance related to contracts with customers was $ 1,390,437 at September 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 September 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.

Antimony product revenue

Zeolite product revenue

Precious metals product revenue

TOTAL REVENUES

Domestic and foreign revenues for the three months ended March 31, 2024 and 2023 were as follows:

For the three months ended

Domestic revenues

Foreign revenues

TOTAL REVENUES

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

March 31, 2024

The Company’s trade accounts receivable balance related to contracts with customers was $ 1,057,742 at March 31, 2024 and $ 625,256 at December 31, 2023, net of an allowance for doubtful accounts related to trade accounts receivables of $ 271,212 at March 31, 2024 and December 31, 2023.

The Company’s products do not involve any warranty agreements and product returns are not typical.

NOTE 5– INVENTORIES

Inventories at September 30, 2023 and December 31, 2022 consisted primarily of finished antimony metal and oxide products, antimony ore and concentrates, and finished zeolite products.

Inventories at March 31, 2024 and December 31, 2023 consisted primarily of finished antimony metal and oxide products, antimony ore and concentrates, and finished zeolite products.

Inventories are stated at the lower of first-in, first-out cost or estimated net realizable value.

Finished antimony metal and oxide products and finished zeolite products costs include raw materials, direct labor, processing facility overhead costs and freight.

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

September 30,

Antimony Metal

Antimony Oxide

Antimony Ore and Concentrates

Total antimony

Finished antimony products and finished zeolite products costs include direct materials, direct labor, overhead, depreciation, and freight.

Inventories at March 31, 2024 and December 31, 2023 were as follows:

Antimony oxide inventory

Antimony metal inventory

Antimony ore and concentrates inventory

Total antimony inventory

Zeolite inventory

TOTAL INVENTORIES

At September 30, 2023 and December 31, 2022, inventories were valued at cost, except for 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 $ 883,390 and $ 409,919 for the nine months ended September 30, 2023 and 2022, respectively.

The adjustment to inventory for net realizable value was $ 427,152 and $ 273,083 for the three months ended September 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.

At March 31, 2024 and December 31, 2023, inventories were valued at cost, except for the portion of inventory related to zeolite which was valued at net realizable value because costs were greater than the amount the Company expected to receive on the sale of zeolite inventory.

The adjustment to inventory for net realizable value was $ 80,143 and $Nil for the three months ended March 31, 2024 and 2023, respectively.

Antimony oxide and metal inventory consisted of finished product held by the Company’s plants in Montana and Mexico.

Antimony ore and concentrates were held primarily at its sites in Montana and Mexico.

The Company’s zeolite inventory consisted primarily of saleable zeolite material at the Company’s plant located in Idaho.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

NOTE 6 – PROPERTIES, PLANTS AND EQUIPMENT

The major components of the Company’s properties, plants and equipment by segment at September 30, 2023 and December 31, 2022 were as follows:

The major components of the Company’s properties, plants and equipment (“PP&E”) by segment at March 31, 2024 and December 31, 2023 were as follows:

March 31, 2024

Antimony Segment

1 unchanged sentence

Precious Metals

September 30, 2023

Plant and equipment

Land and other

Construction in progress

Accumulated depreciation

2 unchanged sentences

( 6,691,286 )

( 13,638,015 )

Properties, Plants, and Equipment, Net

December 31, 2023

Antimony Segment

1 unchanged sentence

Precious Metals

December 31, 2022

Plant and equipment

5 unchanged sentences

( 6,594,418 )

( 12,923,713 )

Properties, Plants, and Equipment, Net

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

At September 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 September 30, 2023 and December 31, 2022 was as follows:

September 30,

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

March 31, 2024

NOTE 7 – LONG-TERM DEBT

Long-term debt at March 31, 2024 and December 31, 2023 was as follows:

Installment contract payable to Caterpillar Financial Services, bearing interest at 6.65%, payable in 24 monthly installments of $7,210 maturing April 28, 2024;

2 unchanged sentences

Long term portion of debt

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

Twelve months ending September 30,

Principal payment

The principal payments owed Caterpillar Financial Services of $ 7,170 at March 31, 2024 will be due in April 2024.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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

At September 30, 2023 and December 31, 2022, the Company had no accrued liabilities relating to such assessments.

Bear River Zeolite Company (“BRZ”), a wholly owned subsidiary of the Company, received twelve significant and substantial citations from MSHA in September and October of 2023.

BRZ rectified the matters noted in eight of the twelve citations and received termination dates for these eight citations from MSHA.

The Company is working to rectify the four remaining citations;

however, the outcome of these citations as well as the impact on the Company’s results of operations or financial position is unknown.

The Company pays various royalties that, on a combined basis, generally vary around 8 % to 13 % of zeolite products sold.

At September 30, 2023 and December 31, 2022, the Company had accrued royalties payable of $ 107,937 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.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 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 .

After evaluation in October 2023 of Wadley Property information and the Agreement, the Company officially notified Wadley on October 12, 2023 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 $ 130,000 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 September 30, 2023, the updated SAT assessment was approximately $22 million pesos, which was approximately $1,262,000 USD, comprising $343,000 of unpaid income taxes and $919,000 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 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 September 30, 2023 or December 31, 2022 relating to this potential tax liability.

However, 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 the SAT audit is resolved in a manner inconsistent with management expectations, the Company will record changes to tax liabilities and tax expense associated with the assessment.

Also, the Company will recognize penalties associated with the assessment in general and administrative expense and interest associated with the assessment will be recorded as interest expense.

At March 31, 2024 and December 31, 2023, the Company had no accrued liabilities relating to such assessments.

However, during the first quarter of 2024, Bear River Zeolite Company (“BRZ”), a wholly owned subsidiary of the Company, received four significant and substantial citations from MSHA, all of which have been rectified by BRZ prior to the filing of this quarterly report.

On a combined basis, BRZ pays royalties ranging from 8 % to 13 % on the sale of zeolite products.

At March 31, 2024 and December 31, 2023, the Company had accrued royalties payable of $ 52,527 and $ 153,429 , respectively.

NOTE 9 – STOCKHOLDERS’ EQUITY

On January 25, 2023, the holders of 1,692,672 shares of Series D Preferred stock converted their respective 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 the preferred shares and the Company issued 1,692,672 shares of common stock.

The Company also paid the holders $ 787,730 for dividends payable as declared on November 28, 2022.

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

March 31, 2024

Stock option and RSU awards were granted on January 29, 2024 and March 1, 2024 in accordance with our 2023 Equity Incentive Plan, which was approved by the Company’s shareholders.

No other equity grants were outstanding at March 31, 2024.

The Company’s Board of Directors granted to an employee on January 29, 2024 100,000 RSUs, one-third of which vest each year beginning each anniversary subsequent to the grant date, and 200,000 stock options with performance-based vesting conditions and a 10-year term.

The fair value of the RSUs granted on January 29, 2024 was $24,000 and the fair value of the stock options granted on January 29, 2024 was $48,000.

The Company’s Board of Directors also granted 2,375,000 RSUs and 3,400,000 stock options to employees and non-employee directors on March 1, 2024 with the RSUs vesting one-third each year beginning on the grant date, 2,500,000 stock options vesting one-third each year beginning each anniversary subsequent to the grant date, and 900,000 stock options with performance-based vesting conditions and a 3-year term.

The fair value of the RSUs granted on March 1, 2024 was $522,500 and the fair value of the stock options granted on March 1, 2024 was $544,000.

One-third of the RSUs granted on March 1, 2024, which equates to 791,667 shares of the Company’s common stock, vested during the three months ended March 31, 2024.

At March 31, 2024, 1,583,333 RSU’s are unvested from the March 1, 2024 grant and 100,000 RSUs are unvested from the January 29, 2024 grant.

The Company expensed $205,925 and $nil during the three months ended March 31, 2024 and 2023, respectively, related to stock option and RSU grant s.

The remaining unrecognized compensation expense for RSUs granted on January 29, 2024 was $ 22,667 at March 31, 2024, which is expected to be recognized over the next 2.83 years.

The remaining unrecognized compensation expense for RSUs granted on March 1, 2024 was $ 333,819 at March 31, 2024, which is expected to be recognized over the next 2.92 years.

The remaining unrecognized compensation expense for stock options granted on January 29, 2024 was $ 47,200 at March 31, 2024, which is expected to be recognized over the next 8.33 years.

These stock options had no intrinsic value at March 31, 2024.

The remaining unrecognized compensation expense for stock options granted on March 1, 2024 was $ 528,889 at March 31, 2024, which is expected to be recognized over the next 2.92 years.

The intrinsic value of these stock options at March 31, 2024 was $ 102,000 .

The fair value of stock options granted on January 29, 2024 and March 1, 2024 and the key assumptions used in the Black-Scholes valuation model to calculate the fair value are as follows:

Stock Options

Fair value per share of options granted

Options granted

Exercise price per share

Expected Term (in years)

Risk-free rate

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

Common stock warrants

No warrants were issued, expired, or exercised during the nine months ended September 30, 2023 and 2022.

The composition of the Company’s warrants outstanding at September 30, 2023 and December 31, 2022 were as follows:

No warrants were issued, expired, or exercised during the three months ended March 31, 2024 and 2023.

The composition of the Company’s warrants outstanding at March 31, 2024 and 2023 was as follows:

Number of warrants

1 unchanged sentence

Expiration Date

Remaining life in years

NOTE 10 – BUSINESS SEGMENTS

Remaining life (years)

NOTE 10 – BUSINESS SEGEMENTS

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 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:

September 30,

United States

Subtotal antimony

Precious metals

United States

Subtotal precious metals

United States antimony operations, Mexico antimony operations, precious metals recovery and United States zeolite operations.

See Note 11 for the Mexico discontinued operations that are excluded from business segments.

Total assets by segment at March 31, 2024 and December 31, 2023 were as follows:

Total Assets, Excluding Discontinued Operations

Antimony segment:

United States total assets

Mexico total assets

Subtotal antimony segment

Precious metals segment:

United States total assets

Mexico total assets

Subtotal precious metals segment

Zeolite segment

Total assets, excluding discontinued operations

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2023

Capital expenditures:

March 31, 2024

Total capital expenditures by segment for the three months ended March 31, 2024 and 2023 were as follows:

Capital expenditures, Excluding Discontinued Operations

For the three months ended

September 30,

For the nine months ended

September 30,

United States

Subtotal antimony

Precious metals

Total capital expenditures

Segment operations for the three months ended September 30, 2023

Antimony - USA

Antimony -Mexico

Total Antimony

Precious Metals

Antimony segment:

United States capital expenditures

Mexico capital expenditures

Subtotal antimony segment

Precious metals segment

Zeolite segment

Total capital expenditures, excluding discontinued operations

Selected segment operational information for the three months ended March 31, 2024 and 2023 were as follows:

Segment Operations, Excluding Discontinued Operations

For the three months ended March 31, 2024

Total revenues

1 unchanged sentence

Income (loss) from operations

$ ( 1,465,000 )

$ ( 1,417,466 )

$ ( 379,422 )

$ ( 1,824,561 )

$ ( 1,644,528 )

Segment operations for the three months ended September 30, 2022

Antimony - USA

Antimony -Mexico

Total Antimony

Precious Metals

Income tax expense

Segment Operations, Excluding Discontinued Operations

For the three months ended March 31, 2023

Total revenues

1 unchanged sentence

Income (loss) from operations

Income tax expense

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

NOTE 11 – DISCONTINUED OPERATIONS

As described in Note 1 , on March 11, 2024, the Company shut down the operations of USAMSA and announced its plans to sell its USAMSA subsidiary, operations, or assets over the next year.

The accounting requirements for reporting USAMSA as a discontinued operation were met in the first quarter of 2024.

Accordingly, the condensed consolidated financial statements and notes to the condensed consolidated financial statements reflect the results of USAMSA as a discontinued operation and are excluded from continuing operations and segment results for all periods presented.

Our Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows report discontinued operations separate from continuing operations.

Our Condensed Consolidated Statements of Equity combine the results of continuing and discontinued operations.

The key components of the loss from discontinued operations for the three months ended March 31, 2024 and 2023 were as follows:

For the three months ended

COST OF REVENUES

GROSS PROFIT LOSS

OPERATING EXPENSES:

General and administrative

Professional fees

Other operating expenses

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

( 1,091,732 )

OTHER EXPENSE:

Segment operations for the nine months ended September 30, 2023

Antimony - USA

Antimony -Mexico

Total Antimony

Precious Metals

Total revenues

Depreciation and amortization

Income (loss) from operations

$ ( 207,907 )

$ ( 2,877,838 )

$ ( 3,085,745 )

$ ( 420,175 )

Other miscellaneous expense

TOTAL OTHER EXPENSE

LOSS FROM DISCONTINUED OPERATIONS BEFORE TAX

( 1,100,365 )

Income tax expense

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

$ ( 408,869 )

Segment operations for the nine months ended September 30, 2022

Antimony - USA

Antimony -Mexico

Total Antimony

Precious Metals

Total revenues

Depreciation and amortization

Income (loss) from operations

$ ( 1,100,365 )

Other expense

Depreciation and amortization expense of USAMSA totaled $nil and $ 154,909 for the three months ended March 31, 2024 and 2023, respectively.

Accretion of asset retirement obligation of USAMSA totaled $nil and $ 2,993 for the three months ended March 31, 2024 and 2023, respectively.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

Write down of inventory to net realizable value of USAMSA totaled $ 43,074 and $ 246,792 for the three months ended March 31, 2024 and 2023, respectively.

Capital expenditures of USAMSA totaled $nil and $ 113,568 for the three months ended March 31, 2024 and 2023, respectively.

The carrying amounts of major classes of assets and liabilities of USAMSA included in assets and liabilities of discontinued operations were as follows:

CURRENT ASSETS

Inventories, net

Total current assets, discontinued operations

Properties, plants and equipment, net

IVA receivable and other assets, net

Total assets, discontinued operations

CURRENT LIABILITIES

Accounts payable

Accrued liabilities

Total current liabilities, discontinued operations

Asset retirement obligations

Total liabilities, discontinued operations

Mexican Tax Assessment

In 2015, the Mexican tax authority (“SAT”) initiated an audit of the USAMSA’s 2013 income tax return.

In October 2016, as a result of its audit, SAT assessed the Company $ 13.8 million pesos, which was approximately $ 666,400 in U.S.

Dollars (“USD”) as of December 31, 2016.

SAT’s assessment was based on the disallowance of specific costs that the Company deducted on the 2013 USAMSA income tax return.

The assessment was settled in 2018 with no assessment due from the Company.

In early 2019, the Company was notified that SAT re-opened its assessment of USAMSA’s 2013 income tax return and, in November 2019, SAT assessed the Company $ 16.3 million pesos, which was approximately $ 795,000 USD as of December 31, 2021.

UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2024

Management reviewed the 2019 assessment notice from SAT and, similar to the earlier assessment, believes the findings have no merit.

An appeal was filed by the Company in November 2019 suspending SAT from taking immediate action regarding the assessment.

The Company posted a guarantee of the amount in March 2020 as is required under the appeal process.

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

In 2022, the Mexican court ruled against the Company in the above matter.

The Company subsequently appealed the ruling.

As of December 31, 2023, the updated SAT assessment was approximately $ 22.4 million pesos, or approximately $ 1,320,000 USD, which includes $ 352,000 of unpaid income taxes and $ 968,000 of interest and penalties.

Management, along with its legal counsel, assessed the possible outcomes for this tax audit and believes, based on discussions with its attorneys located in Mexico, that the most likely outcome will be that the Company will be successful in its appeal resulting in no tax due.

Management determined that no amount should be accrued at December 31, 2023 or December 31, 2022 relating to this potential tax liability.

In March 2024, the Company received a favorable ruling from its appeal with no assessment due related to this audit of USAMSA’s 2013 income tax return by SAT.

This ruling supports the Company’s position on this tax matter and had no impact on the Company’s financial statements at March 31, 2024 or December 31, 2023.

Mexico’s lower court will issue a final ruling on this matter as to whether this decision can be appealed by the appropriate Mexican authorities.

Mexico Value Added Tax

USAMSA records a receivable for the Value Added Tax (“VAT” or “IVA”) it pays on certain goods and services representing amounts to be reimbursed from the Mexican government.

USAMSA has a reserve of $ 717,647 and $ 687,534 on its IVA receivable balance at March 31, 2024 and December 31, 2023, respectively.

The net IVA receivable of $ 470,083 and $ 435,094 at March 31, 2024 and December 31, 2023, respectively, is recorded in “IVA receivable and other assets, net” in assets held for sale in discontinued operations.

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