SECURITIES & EXCHANGE COMMISSION EDGAR FILING
United States Antimony Corp.
Form: 10-K
Date Filed: 2013-03-18
Corporate Issuer CIK: 101538
UAMY
Symbol:
3330
SIC Code:
12/31
Fiscal Year End:
© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the
terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑
❑
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
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
(State or other jurisdiction of incorporation or organization)
81-0305822
(I.R.S. Employer Identification No.)
P.O. Box 643, Thompson Falls, Montana
(Address of principal executive offices)
59873
(Zip Code)
Registrant's telephone number, including area code: (406) 827-3523
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ❑
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-Accelerated Filer
❑
❑
Accelerated Filer
Smaller reporting company
☑
❑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the average bid price of such stock, was $197,142,466 as of June 30, 2012.
At March 14, 2013, the registrant had 61,896,726 outstanding shares of par value $0.01 common stock.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 1.
DESCRIPTION OF BUSINESS
TABLE OF CONTENTS
PART I
General
History
Overview-2011
Antimony Division
Zeolite Division
Environmental Matters
Employees
Other
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
DESCRIPTION OF PROPERTIES
Antimony Division
Zeolite Division
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
NONE
PART II
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7B. CRITICAL ACCOUNTING ESTIMATES
ITEM 8.
FINANCIAL STATEMENTS
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
FINANCIAL STATEMENTS
PART IV
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3
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3
3
4
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8
9
9
9
10
10
10
16
22
22
22
24
25
30
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34
35
37
38
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Table of Contents
ITEM 1. DESCRIPTION OF BUSINESS
General
Explanatory Note: As used in this report, the terms "we," "us" and "our" are used to refer to United States Antimony Corporation and, as the context requires, its management.
Some of the information in this Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words
as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:
discuss our future expectations;
contain projections of our future results of operations or of our financial condition; and
state other "forward-looking" information.
•
•
•
History
United States Antimony Corporation, or USAC, was incorporated in Montana in January 1970 to mine and produce antimony products. In December 1983, we suspended antimony mining
operations but continued to produce antimony products from domestic and foreign sources. In April 1998, we formed United States Antimony SA de CV or USAMSA, to mine and smelt
antimony in Mexico. Bear River Zeolite Company or BRZ, was incorporated in 2000, and it is mining and producing zeolite in southeastern Idaho. On August 19, 2005, USAC formed
Antimonio de Mexico, S. A. de C. V. to explore and develop antimony and silver deposits in Mexico, which is presently being merged into USAMSA. Our principal business is the
production and sale of antimony, silver, gold, and zeolite products. On May 16, 2012, we started trading on the NYSE MKT under the symbol UAMY.
Overview
Antimony Sales
Although the volume of antimony (metal contained) sold was comparable for 2012 and 2011, a decrease in the average sales price of antimony (metal contained basis) of $1.19 per pound
saw our gross sales of antimony decrease $1,653,187, and our gross profit from antimony decrease from $1,556,013 in 2011 to $672,939 in 2012. During 2011, sales of our antimony
products increased approximately 66% from 2010 due to both an increase in volume of product sold and an increase in price. The gross profit of the Antimony Division increased from
$903,560 in 2010 to $1,556,013 in 2011.
Zeolite Sales
Although our sales volume of zeolite in 2012 was similar to 2011, our average sales price per ton increased by $43.76, from $168.83 per ton to $212.59 per ton, an increase of 25.9%. The
increase in price was primarily due to an additive to our product for one customer. The additive was also the main reason that our cost of production increased from $100.81 per ton in
2011 to $132.81 in 2012. During 2012, sales of zeolite increased $598,058, and the gross profit increased from $118,185 in 2011 to $361,961 in 2012. During 2011, sales of zeolite
decreased 15% from 2010 due to less demand, and the gross profit decreased from $470,172 in 2010 to $118,185 in 2011.
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Precious Metals Sales
Following is a schedule of our precious metals sales:
Precious
Metals
Sales
Silver/Gold
Ounces
Gold
Shipped
(Au)
Ounces
Silver
Shipped
(Ag)
Total
Revenues
Antimony Division
2009
2010
2011
2012
31.797
101.127
161.711
102.319
6,870.10
31,545.22
17,472.99
20,237.70
$
39,494
$
483,307
$
667,813
$
647,554
Our antimony smelter and precious metals plant is located in the Burns Mining District of Sanders County, Montana, approximately 15 miles west of Thompson Falls, MT. We hold 2
patented mill sites where the plant is located. We have no "proven reserves" or "probable reserves" of antimony, as these terms are defined by the Securities and Exchange
Commission. Environmental restrictions preclude mining at this site.
Mining was suspended in December 1983, because antimony could be purchased more economically from foreign sources.
For 2012, and since 1983, we depended on foreign sources for raw materials, 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 developed sources of antimony through our sites in Mexico and, although we are still partially reliant on foreign
companies for raw material, we expect that a majority of our raw materials will come from our own properties for 2013 and later years. We continue working with suppliers in North
America, Central America, Europe and South America.
We currently own 100% of the common stock, equipment, and the lease on real property of United States Antimony, Mexico S.A. de C.V. or USAMSA, which was formed in April 1998. We
currently own 100% of the stock in Antimony de Mexico SA de CV (AM) which owns the San Miguel property. USAMSA has three divisions (1) the Madero smelter in Coahuila that started
expanded operations in late 2012, (2) the Puerto Blanco flotation mill in Guanajuato that started operating in late 2012, and (3) the Los Juarez mineral deposit that includes concessions in
Queretaro that began producing ore in late 2012.
In our existing operations in Montana, we produce antimony oxide, sodium antimonate, antimony metal, and precious metals. Antimony oxide is a fine, white powder that is used primarily
in conjunction with a halogen to form a synergistic flame retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings and paper. Antimony oxide is also used as a color
fastener in paint, as a catalyst for production of polyester resins for fibers and film, as a catalyst for production of polyethelene pterathalate in plastic bottles, as a phosphorescent agent in
fluorescent light bulbs, and as an opacifier for porcelains. Sodium antimonate is primarily used as a fining agent (degasser) for glass in cathode ray tubes and as a flame retardant. We
also sell antimony metal for use 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<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 world-wide due to the following:
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Table of Contents
• We have a reputation for quality products delivered on a timely basis.
• We are a non-Chinese producer of antimony products.
• We have two of the three operating smelters in North and South America.
• We are the sole domestic producer of antimony products.
• We can ship on short notice to domestic customers.
• We are vertically integrated, with raw material from our own mine, mill, and smelter in Mexico, along with the raw material from exclusive supply agreements we have with numerous
ore and raw material suppliers.
• As a vertically integrated company, we will have more control over our raw material costs.
Following is a three year schedule of our antimony sales:
Schedule of Antimony Sales
Year
2012
2011
2010
Concentration of Sales:
Lbs of
Oxide
1,701,032
1,679,355
1,679,042
Lbs of
Metal
1,403,210
1,401,423
1,393,604
$
$
8,753,449
$ 10,406,636
6,174,062
$
During the three years ending December 31, 2012, the following sales were made to our three largest customers:
Sales to Three
Largest Customers
Alpha Gary Corporation
Ampacet Corporation
Kohler Corporation
Polymer Products Inc.
% of Total Revenues
December 31,
2012
3,245,612
$
For the Year Ended
December 31,
2011
1,771,173
$
2,286,938
1,119,055
6,651,605
$
2,941,143
2,887,862
7,600,178
$
December 31,
2010
$
$
602,980
2,435,978
666,600
3,705,558
58.14%
57.90%
40.80%
While the loss of one of our three largest customers would be a problem in the short term, we have numerous requests from potential buyers that we cannot fill, and we could quickly, in
the present market conditions, be able to replace the lost sales. Loss of all three of our largest customers would be more serious and may affect our profitability.
Marketing: We employ full-time marketing personnel and have negotiated various commission-based sales agreements with other chemical distribution companies.
Antimony Price Fluctuations: Our operating results have been, and will continue to be, related to the market prices of antimony metal, which have fluctuated widely in recent years. The
volatility of prices is illustrated by the following table, which sets forth the average prices of antimony metal per pound, as reported by sources deemed reliable by us.
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Table of Contents
Year
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
USA
High/Lb
USA
Low/Lb
USA
Average
Price/Lb
Rotterdam
Average
Price/Lb
$
6.34 $
7.22
9.74
5.89
7.5
5.45
5.14
5.45
5.45
5.45
5.37 $
6.70
2.58
1.78
2.35
2.23
1.76
1.36
0.95
1.01
$
5.71
7.05
4.05
2.33
2.72
5.86 $
6.97
3.67
2.37
2.72
2.52
2.28
1.58
1.48
1.27
Oxide
Average
Price/Lb
Metal
Average
Price/Lb
$
5.14
6.16
3.67
2.28
2.88
2.52
2.28
1.73
1.32
1.21
5.58
7.42
4.42
2.75
3.47
3.04
2.75
2.08
1.59
1.46
The ten year range of our sales prices for antimony oxide and antimony metal, per pound, was as follows:
Year
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
Antimony metal prices are determined by a number of variables over which we have no control. These include the availability and price of imported metals, the quantity of new metal
supply, and industrial and commercial demand. If metal prices decline and remain depressed, our revenues and profitability may be adversely affected.
We use various antimony raw materials to produce our products. We currently obtain antimony raw material from sources in North America, Mexico, Europe, South America, Central
America,and Australia.
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Table of Contents
Zeolite Division
We own 100% of Bear River Zeolite Company,or BRZ, an Idaho corporation incorporated on June 1, 2000. BRZ has a lease with 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. In 2010 the royalty was adjusted to $10 per ton sold. The current minimum annual royalty
is $60,000. In addition, BRZ has more zeolite on U.S. Bureau of Land Management land. A company controlled by the estate of Al Dugan, a significant stockholder and, as such, an
affiliate of USAC, receives a payment equal to 3% of net sales on zeolite products. William Raymond and Nancy Couse are paid a royalty that varies from $1 to $5 per ton. On a combined
basis, royalties vary from 8%-13%. BRZ has constructed a processing plant on the property and it has improved its productive capacity. In addition to a large amount of fully depreciated
equipment that has been transferred from the USAC division, we have spent approximately $3,215,000 to purchase and construct the processing plant as of December 31, 2012.
We have no "proven reserves" or "probable reserves" of zeolite, as these terms are defined by the Securities and Exchange Commission.
"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 CEC of approximately 180 meq/100 gr., its
hardness and high clinoptilolite content, its absence of clay minerals, and its low sodium content. BRZ's zeolite deposits’ characteristics which the mineral useful for a variety of purposes
including:
•
Soil Amendment and Fertilizer. Zeolite has been successfully used to fertilize golf courses, sports fields, parks and common areas, and high value crops, including corn,
potatoes, soybeans, red beets, acorn squash, green beans, sorghum sudangrass, brussel sprouts, cabbage, carrots, tomatoes, cauliflower, radishes, strawberries, wheat,
lettuce and broccoli.
• 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 fish
ponds and tanks, and to remove carbon dioxide, sulfur dioxide and hydrogen sulfide from methane generators as organic waste, sanitary landfills, municipal sewage systems
and animal waste treatment facilities.
•
Animal Nutrition. Feeding up to 2% zeolite increases growth rates, decreases conversion rates, prevents worms, and increases longevity.
• Miscellaneous Uses. Other uses include catalysts, petroleum refining, concrete, solar energy and heat exchange, desiccants, pellet binding, horse and kitty litter, floor cleaner
and carriers for insecticides, pesticides and herbicides.
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Environmental Matters
Our exploration, development and production programs conducted in the United States are subject to local, state and federal regulations regarding environmental protection. Some of our
production and mining activities are conducted on public lands. We believe that our current discharge of waste materials from our processing facilities is in material compliance with
environmental regulations and health and safety standards. The U.S. Forest Service extensively regulates mining operations conducted in National Forests. Department of Interior
regulations cover mining operations carried out on most other public lands. All operations by us involving the exploration for or the production of minerals are subject to existing laws and
regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of water sources, waste materials, odor, noise, dust and
other environmental protection requirements adopted by federal, state and local governmental authorities. We may be required to prepare and present data to these regulatory authorities
pertaining to the effect or impact that any proposed exploration for, or production of, minerals may have upon the environment. Any changes to our reclamation and remediation plans,
which may be required due to changes in state or federal regulations, could have an adverse effect on our operations. The range of reasonably possible loss in excess of the amounts
accrued, by site, cannot be reasonably estimated at this time.
We accrue environmental liabilities when the occurrence of such liabilities is probable and the costs are reasonably estimable. The initial accruals for all our sites are based on
comprehensive remediation plans approved by the various regulatory agencies in connection with permitting or bonding requirements. Our accruals are further based on presently enacted
regulatory requirements and adjusted only when changes in requirements occur or when we revise our estimate of costs to comply with existing requirements. As remediation activity has
physically commenced, we have been able to refine and revise our estimates of costs required to fulfill future environmental tasks based on contemporaneous cost information, operating
experience, and changes in regulatory requirements. In instances where costs required to complete our remaining environmental obligations are clearly determined to be in excess of the
existing accrual, we have adjusted the accrual accordingly. When regulatory agencies require additional tasks to be performed in connection with our environmental responsibilities, we
evaluate the costs required to perform those tasks and adjust our accrual accordingly, as the information becomes available. In all cases, however, our accrual at year-end is based on the
best information available at that time to develop estimates of environmental liabilities.
Antimony Processing Site
We have environmental remediation obligations at our antimony processing site near Thompson Falls, Montana ("the Stibnite Hill Mine Site"). We are under the regulatory jurisdiction of
the U.S. Forest Service and subject to the operating permit requirements of the Montana Department of Environmental Quality. At December 31, 2012, we have accrued $100,000 to fulfill
our environmental responsibilities.
BRZ
During 2001, we recorded a reclamation accrual for our BRZ subsidiary, based on an analysis performed by us and reviewed and approved by regulatory authorities for environmental
bonding purposes. The accrual of $7,500 represents the our estimated costs of reclaiming, in accordance with regulatory requirements, the acreage disturbed by our zeolite operations
and remains unchanged at December 31, 2012.
General
Reclamation activities at the Thompson Falls Antimony Plant have proceeded under supervision of the U.S. Forest Service and Montana Department of Environmental Quality. We have
complied with regulators' requirements and do not expect the imposition of substantial additional requirements.
We have posted cash performance bonds with a bank and the U.S. Forest Service in connection with our reclamation activities.
We believe we have accrued adequate reserves to fulfill our environmental remediation responsibilities as of December 31, 2012. We have made significant reclamation and remediation
progress on all our properties over thirty years and have complied with regulatory requirements in our environmental remediation efforts.
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Employees
As of December 31, 2012, we employed 23 full-time employees in Montana. In addition, we employed 16 people at our zeolite plant in Idaho, and 39 employees at our mining, milling and
smelting operation in Mexico. The number of full-time employees may vary seasonally. None of our employees are covered by any collective bargaining agreement.
Other
We hold no material patents, licenses, franchises or concessions, however we consider our antimony processing plants proprietary in nature. We use the trade name "Montana Brand
Antimony Oxide" for marketing our antimony products.
We are subject to the requirements of the Federal Mining Safety and Health Act of 1977, the Occupational Safety and Health Administration's regulations, requirements of the state of
Montana and the state of Idaho, federal and state health and safety statutes and Sanders County, Montana and Franklin County, Idaho health ordinances.
ITEM 1A. RISK FACTORS
There may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors listed below, as well as any cautionary language in this
report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.
If we were liquidated, our common stockholders could lose part, or all, of their investment.
In the event of our dissolution, the proceeds, if any, realized from the liquidation of our assets will be distributed to our stockholders only after the satisfaction of the claims of our creditors
and preferred stockholders. The ability of a purchaser of shares to recover all, or any portion, of the purchase price for the shares, in that event, will depend on the amount of funds
realized and the claims to be satisfied by those funds.
We may have unasserted liabilities for environmental reclamation.
Our research, development, manufacturing and production processes involve the controlled use of hazardous materials, and we are subject to various environmental and occupational
safety laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and some waste products. The risk of accidental contamination or
injury from hazardous materials cannot be completely eliminated. In the event of an accident, we could be held liable for any damages that result and any liability could exceed our
financial resources. We also have one ongoing environmental reclamation and remediation projects at our current production facility in Montana. Adequate financial resources may not be
available to ultimately finish the reclamation activities if changes in environmental laws and regulations occur, and these changes could adversely affect our cash flow and profitability. We
do not have environmental liability insurance now, and we do not expect to be able to obtain insurance at a reasonable cost. If we incur liability for environmental damages while we are
uninsured, it could have a harmful effect on our financial condition and results of operations. The range of reasonably possible losses from our exposure to environmental liabilities in
excess of amounts accrued to date cannot be reasonably estimated at this time.
We have accruals for asset retirement obligations and environmental obligations.
We have accruals totaling $249,540 on our balance sheet at December 31, 2012, for our environmental reclamation responsibilities and estimated asset retirement obligations. If we are
not able to adequately perform these activities on a timely basis, we could be subject to fines and penalties from regulatory agencies.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
The Company has unresolved staff comments from the Securities and Exchange commission at December 31, 2012, in regards to its 2011Form 10K and Form 10Q filings for all quarters
of 2012.
ITEM 2. DESCRIPTION OF PROPERTIES
Antimony Division
Our antimony smelter and precious metals plant is located in the Burns Mining District, Sanders County, Montana, approximately 14 miles west of Thompson Falls on Montana Highway
471. This highway is asphalt, and the property is accessed by cars and trucks. The property includes two five-acre patented mill sites that are owned in fee-simple by us. The claims are U.
S. Antimony Mill Site No. 1 (Mineral Survey 10953) and U. S. Antimony Mill Site No. 2 (Mineral Survey 10953). There are three other patented Mill Site claims known as the Station Mill
Site (Mineral Survey 9190B, 4.394 acres), Excelsior Mill Site (Mineral Survey 9190B, 4.972 acres), and Mammoth Mill Site (Mineral Survey 9190B, 5.000 acres) that we have paid taxes on
for 39 years that are subject to a dispute with the U. S. Forest Service concerning ownership. We have been paying Sanders County property taxes on three patented mill site claims
in the Burns Mining District of Montana since 1969 when we purchased the original block of claims. USAC was the registered owner of the claims at the Sanders County Courthouse. The
claims include the Station Mill Site (4.994 acres), Excelsior Mill Site (4.972 acres), and the Mammoth Mill Site (5.000 acres) Patent Survey No. 9190A. We discovered that the BLM
cancelled the patents on January 12, 2000, because “the claims were not filed with the BLM in accordance with the FLPMA and are deemed to be abandoned and void by operation of
law.” Neither we, nor the Sanders County Court House, were ever notified of this decision, and we continue to pay taxes. Although we do not believe that this taking is valid, it does not
have a substantial impact on us or our results of operations.
The U. S. Antimony Mill Sites were used to run a flotation mill and processing plant for antimony that we mined on adjacent claims that have been sold. Presently, we run a smelter that
includes furnaces of a proprietary design to produce antimony metal, antimony oxide, and various other products. We also run a precious metals plant. The facility includes 6 buildings and
our main office. There are no plans to resume mining on the claims that have been sold or abandoned, although the mineral rights have been retained on many of the patented mining
claims. The U. S. Forest Service and Montana Department of Environmental Quality have told us that the resumption of mining would require an Environmental Impact Statement, massive
cash bonding, and would be followed by years of law suits. The mill site is serviced with three-phase electricity from Northwest Power, and water is pumped from a well.
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We claim no reserves on any of these properties.
Antimony mining and milling operations in the U.S. were curtailed during 1983 due to continued declines in the price of antimony. We are currently purchasing foreign raw antimony
materials and producing our own raw materials from our properties in Mexico. We continue to produce antimony metal, oxide, sodium antimonite, and precious metals from our processing
facility near Thompson Falls, Montana.
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LOS JUAREZ GROUP
MINE PROPERTIES
We hold properties that are collectively called the “Los Juarez” property, in Queretaro, as follows:
1.
2.
3.
4.
San Miguel I and II are being purchased by a USAC subsidiary, Antimonio de Mexico, S. A. de C. V, or AM, for $1,480,500. To date, we have paid $880,000. The property consists
of 40 hectares.
San Juan I and II are concessions owned by AM and include 466 hectares.
San Juan III is held by a lease agreement by AM in which we will pay a 10% royalty based, on the net smelter returns from another USAC Mexican subsidiary, named United
States Antimony Mexico, S. A. de C. V. or USAMSA. It consists of 214 hectares.
San Juan IV is owned by USAMSA and consists of 2,336 hectares.
The concessions collectively constitute 3,056 hectares. The claims are accessed by roads that lead to highways.
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Part of the USAC Mexican property, including San Miguel I, II and part of San Juan III, was originally drilled by Penoles in 1970, when antimony metal prices were high. They did not
proceed with the property, due to the complex metallurgy of antimony. Subsequently, the Mexican Government did additional work and reported a deposit of mineralized material of
1,000,000 metric tons (mt) grading 1.8% antimony and 8.1 ounces of silver per metric ton (opmt) in Consejo de Recursos Minerales (Publicacion M-4e). Such a deposit does not qualify as
a comprehensive evaluation, such as a final or bankable feasibility study that concludes legal and technical viability, and economic feasibility. The Securities and Exchange Commission
does not recognize this report, and the Company claims no reserves.
The mineralized zone is a classic jasperoid-type deposit in the Cretaceous El Doctor Limestone. The mineralization is confined to silicified jasperiods in limestone. The zone strikes north
70 degrees west. The dimension of the deposit is still conjectural. However, the strike length of the jasperoid is more than 3,500 meters.
The mineralization is typically very fine-grained stibnite with silver and gold. It is primarily sulfide in nature due to its encapsulation in silica. The mining for many years will be by open pit
methods. Eventually it will be by underground methods. At the present time, mining has included hauling dump rock and rock from mine faces.
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SOYATAL MINING DISTRICT, PINAL DE AMOLES, QUERETARO, MEXICO
In prior years, USAC, through USAMSA, had a supply agreement with Pinar de Amores S. A. de C. V. (Pinar) on four concessions in the Soyatal Mining District in the State of Queretaro,
totaling 283 hectares. The concessions are the Chihuahua and the three Fox-1s. Part of this supply agreement was an option to purchase the properties for $1,500,000 in total payments
(the net present value of the purchase price payments is $1,267,431). During the year ended 2102 and prior, we had made advance payments to Pinar for direct shipping rock and mine
improvements. During the fourth quarter of 2012, we processed 1,787 tons of the 2,778 tons of mill feed received from Pinar. At December 31, 2012, we calculated that we had over
advanced Pinar (due to recovery) on a metal contained basis by approximately $300,000. It was decided to exercise our option to purchase the properties as of December 31, 2012, and
apply the over-paid amount to the purchase price. Reportedly, the Soyatal District was the third largest producer of antimony in Mexico. U. S. Geological Survey Bulletin 960-B, 1948,
Donald E. White, Antimony Deposits of Soyatal District, State of Queretaro, Mexico records the production from 1905-1943 at 25,600 tons of antimony metal content. In 1942, the mines
produced ore containing 1,737 tons of metal, and in 1943, they produced ore containing 1,864 tons of metal. This mining was performed primarily all by hand labor, with no compressors or
trammers, and the ore was transported by mules, in sacks, to the railroad. Recoveries were less than 40% of the values. Mining continued throughout World War II.
White remarks p. 84 and 85, “In the Soyatal Mines, as in practically all antimony mines, it is difficult to estimate the reserves, for the following reasons:
• The individual deposits are so extremely irregular in size, shape, and grade that the amount of ore in any one of them is unknown until the ore has been mined.
• As only the relatively high grade shipping ore is recovered, the ore bodies are not systematically sampled and assayed…The total reserves are thus unknown and cannot
be estimated accurately, but they probably would suffice to maintain a moderate degree of activity in the district for at least 10 years. The mines may even contain enough
ore (mineralized deposit) to equal the total past production.”
Minimal ore, primarily through hand mining and sorting methods, has continued at the Soyatal properties since 1943. USAMSA does not claim any reserves at Soyatal.
USAMSA PUERTO BLANCO FLOTATION MILL, GUANAJUATO, MEXICO
During the fourth quarter of 2012, the flotation mill was completed at San Luis de la Paz, Guanajuato, Mexico. All of the permits to construct and operate the plant have been obtained. The
plant has a capacity of 140 metric tons per day. It includes a 30” x 42” jaw crusher, a 4’x 8’ double deck screen, a 36” cone crusher, an 8’x 36” Harding type ball mill, and eight No. 24
Denver sub A type flotation machines, an 8’ disc filter, front end loaders, tools and other equipment. The plant is used for the processing of rock from Los Juarez, Soyatal, and other
properties. We are in the process of installing a 400 - 450 metric tons per day flotation mill that will be dedicated to processing ore from our Los Juarez property, starting in 2014. The
current flotation mill will continue to process the feed from Soyatal and other properties. The crushing equipment currently in place is adequate for both flotation mills.
USAMSA MADERO SMELTER, ESTACION MADERO, PARRAS DE LA FUENTE, COAHUILA, MEXICO.
USAC, through its wholly owned subsidiary, USAMSA, owns and operates a smelting facility at Estacion Madero, in the Municipio of Parras de la Fuente, Coahuila, Mexico. The property
includes 13.48 hectares. Four furnaces were operating during the year ended 2012, and four more furnaces were operational in January of 2013, for a total of eight furnaces. Other
equipment includes cooling ducting, dust collectors, scrubber, laboratory, warehouse, slag vault, stack, jaw crusher, screen, hammer mill, and a 3.5’ x 8’ rod mill. The plant has a feed
capacity of five to six metric tons of direct shipping ore or concentrates per day, depending on the quality of the feedstock. If the feedstock is in the mid range of 45% antimony, the smelter
could produce approximately 1.4MM lbs of contained antimony annually. Concentrates from our flotation plant, and hand-sorted ore from Mexico sources and other areas, are being
processed. The Madero production is shipped to our Montana plant to produce finished Antimony products and other derivative by-products. Access to the plant is by road and railroad. Set
forth below are location maps:
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ZEOLITE DIVISION
Location
The property is located in the southeast corner of Idaho, approximately seven miles east of Preston, Idaho, 34 miles north of Logan, Utah, 79 miles south of Pocatello, Idaho, and 100
miles north of Salt Lake City, Utah.
The mine is located in the N ½ of section 10 and the W ½ of section 2, section 3, and the E ½ section 4, Township 15, Range 40 East of the Boise Meridian, Franklin County, Idaho. The
plant and the initial pit is located on the Webster Farm, L.L.C., which is private land.
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Transportation
The property is accessed by seven miles of paved road and about l mile of gravel road from Preston, Idaho. Preston is near the major north-south Interstate Highway 15 to Salt Lake City or
Pocatello.
Several Union Pacific rail sidings may be available to the mine. Bonida is approximately 25 miles west of the mine and includes acreage out of town where bulk rock could be stored,
possibly in existing silos or on the ground. Three-phase power is installed at this abandoned site. Finished goods can also be shipped from the Franklin County Grain Growers feed mill in
the town of Preston on the Union Pacific.
The Burlington Northern Railroad can be accessed at Logan, Utah.
Location Map
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Property and Ownership
BRZ leases 320 acres from the Webster Farm, L.L.C. The term of the lease is 15 years and it began on March 1, 2010. This includes the mill site and zeolite in the area of the open pit. The
property is the NW ¼ and W ½ of the SW ¼ of section 3 and the N ½ of the W ¼ of section 10, Township 15 South, Range 40 East of the Boise Meridian, Franklin County, Idaho. The
lease requires a payment of $10.00 per ton plus an additional annual payment of $10,000 on March 1st of each year. In addition, there are two other royalty holders. Nick Raymond and
the estate of George Desborough each have a graduated royalty of $1.00 per ton to $5.00 per ton, depending on the sale price.
The balance of the property is on Bureau of Land Management property and includes 480 acres held by 24, 20-acre Placer claims. Should we drop our lease with Webster Farms LLC., we
will retain these placer claims as follows:
BRZ 1 IMC 185308
BRZ 2 IMC 185309
BRZ 3 IMC 185310
BRZ 4 IMC 185311
BRZ 5 IMC 185312
BRZ 6 IMC 185313
BRZ 7 IMC 185314
BRZ 8 IMC 185315
BRZ 9 IMC 185316
BRZ 10 IMC 185317
BRZ 11 IMC 185318
BRZ 12 IMC 185319
BRZ 20 IMC 186183
BRZ 21 IMC 186184
BRZ 22 IMC 186185
BRZ 23 IMC 186186
BRZ 24 IMC 186187
BRZ 25 IMC 186188
BRZ 26 IMC 186189
BRZ 27 IMC 186190
BRZ 28 IMC 186191
BRZ 29 IMC 186192
BRZ 30 IMC 186193
BRZ 31 IMC 186194
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Table of Contents
Geology
The deposit is a very thick, sedimentary deposit of zeolitized volcanic ash of Tertiary age known as the Salt Lake Formation. The sedimentary interval in which the clinoptilolite occurs is
more than 1000 feet thick in the area. Thick intervals of the zeolite are separated by thin limestone beds deposited in the freshwater lake where the volcanic ash accumulated.
The deposit includes an 800- foot mountain. Zeolite can be sampled over a vertical extent of 800 feet and on more than 700 acres. The current pit covers more than 3 acres. Despite the
apparent size of the deposit, we claim no reserves.
Exploration, Development, and Mining
Exploration has been limited to the examination and sampling of surface outcrops and mine faces.
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Table of Contents
Mining Methods
Depending on the location, the zeolite is overlain by 1 to 12 feet of zeolite-rich soil. On the ridges, the cover is very little, and in the draws the soil is thicker. The overburden is stripped
using a tractor dozer, currently a Caterpillar D-8K. It is moved to the toe of the pit, and will eventually be dozed back over the pit for reclamation.
Although near-surface rock is easily ripped, it is more economical to drill and blast it. An Ingersol Rand LM 200 air track with a 750 cfm compressor is used to drill 10- foot holes on a 3 to 4
foot center basis. Holes are loaded with ammonium nitrate and primed with powder and easy det primers. Breakage is generally good. Initial benches were 20 to 30 foot, and each bench
is accessed by a road.
Loading is best performed with a Liehberr R 965 excavator with a 2 yard bucket to allow sorting of the oversize. Alternatively, a Caterpillar 988A loader with a 6 cubic yard bucket is used.
The benches are cleaned with the D-8K.
Haulage is over approximately 4000 foot of road on an uphill grade of 2.5% to the mill. On higher benches, the grade will eventually be downhill. Caterpillar 769 B rock trucks are used.
They haul 18 to 20 tons per load, and the cycle time is about 30 minutes.
With the trucks and the other existing equipment, the mine is capable of producing 80 tons per hour.
MILLING
Primary Crusher
The primary crushing circuit is a conventional closed circuit, utilizing a Stephens-Adamson 42” x 12’ apron feeder, Pioneer 30” x 42” jaw crusher, Nordberg standard 3’ cone crusher, a 5’
by 12’ double deck Kohlberg screen, and has a self-cleaning dust collector. The rock is crushed to minus 1 inch and the circuit has a rated capacity of more than 50 tons per hour.
Dryer
There are two dryer circuits, one for lines one and two and one for the Raymond mill. The dryer circuits include one 50 ton feed bin, and each dryer has a conveyor bypass around each
dryer, a bucket elevator, and a dry rock bin. The dryers are 25 feet long, 5 feet in diameter and are fired with propane burners rated at 750,000 BTUs. One self-cleaning bag house
services both dryers. Depending on the wetness of the feed rock, the capacity is in the range of 10 tons per hour per dryer. During most of the year, the dryers are not run.
Coarse Products Circuit
There are two lines to produce coarse products:
• Line 1 is a closed circuit with a 100 HP concera vertical shaft impactorand a 5 deck Midwestern multivibe screen.
• Line 2 includes a Jeffries 30” by 24” 60 HP hammer mill in a closed circuit with two 5’ x 12’ triple deck Midwestern Multi Vibe high frequency screens. The circuits also include
bucket elevators, (3) 125 ton capacity product silos, a 6 ton capacity Crust Buster blender, augers, Sweco screens, and dust collectors.
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Table of Contents
Fine Products Circuit
The fine products circuit is in one building and it includes (2) 3.5’ x 10.5’ Derrick 2 deck high frequency (3450 RPM) screens and various bucket elevators, augers, bins, and Sweco screens
for handling product. Depending on the screening sizes, the plants can generate approximately 150 tons of granules and 125 tons of fines per 24-hour day.
Raymond Mill Circuit
The Raymond mill circuit includes a 6058 high-side Raymond mill with a double whizzer, dust collector, two 100 ton product silos, feed bin, conveyors, air slide, bucket elevators, and
control booth. The Raymond mill has a rated capacity of more than 10 tons per hour.
ITEM 3. LEGAL PROCEEDINGS
USAC is not a party to any material pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer or affiliate of USAC and no owner of record or beneficial owner of more than 5.0% of our securities or any associate of any such director, officer or security holder is a
party adverse to USAC or has a material interest adverse to USAC in reference to pending litigation.
ITEM 4.
None
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Currently, our common stock is traded on the NYSE-MKT under the symbol UAMY. Prior to May 16, 2012, our common stock was traded over the Counter Bulletin Board ("OTCBB") under
the symbol "UAMY.OB." The following table sets forth the range of high and low bid prices as reported for the periods indicated. The quotations were taken from a website available to the
public, and generally believed to be accurate. The quoted prices may not necessarily represent actual transactions.
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Table of Contents
2012
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2011
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2010
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
$
$
High
Low
$
3.98
4.95
4.25
2.42
High
Low
$
1.90
4.10
3.45
3.32
High
Low
$
0.52
0.60
0.60
0.60
2.06
2.70
1.93
1.36
0.41
1.56
2.05
1.85
0.32
0.40
0.32
0.36
The approximate number of holders of record of our common stock at March 18, 2013, is 2,500.
We have not declared or paid any dividends to our stockholders during the last five years and do not anticipate paying dividends on our common stock in the foreseeable future. Instead,
we expect to retain earnings for the operation and expansion of our business.
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Table of Contents
ITEM 6. SELECTED FINANCIAL DATA
December 31,
Balance Sheet Data:
Current assets
Property, plant, and equipment-net
Restricted cash
Other assets
Total assets
Current liabilities
Long-term debt, net of current portion
Stock payable to directors for services
Accrued reclamation costs
Deferred revenue - non-current
Total Liabilities
Shareholders' equity
Total liabilities and
shareholders' equity
Income Statement Data:
Revenues
Cost of revenues
Operating expenses
Other (income) expense
Total expenses
Income (loss) before income taxes
Income tax benefit (expense)
Net income (loss)
Per Share Data:
Net income (loss) per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
$
$
$
$
$
$
$
$
2012
2011
2010
2009
2008
$
$
$
3,103,128
10,576,406
75,251
688,123
14,442,908
1,803,396
1,044,140
-
249,540
-
3,097,076
11,345,832
$
$
$
2,963,570
6,047,004
74,777
54,766
9,140,117
1,742,022
158,218
230,004
241,500
-
2,371,744
6,768,373
$
$
$
1,848,825
3,845,000
74,311
94,766
5,862,902
784,322
82,407
-
107,500
-
974,229
4,888,673
$
$
$
539,814
3,404,154
73,916
-
4,017,884
848,443
98,710
-
107,500
-
1,054,653
2,963,231
229,826
2,960,624
80,664
-
3,271,114
1,325,575
54,541
-
107,500
-
1,487,616
1,783,498
14,442,908
$
9,140,117
$
5,862,902
$
4,017,884
$
3,271,114
12,042,702
$
13,118,090
$
9,073,324
$
4,103,340
$
5,275,987
11,007,802
1,353,587
72,742
12,434,131
11,443,892
782,667
149,001
12,375,560
7,699,592
950,163
111,356
8,761,111
3,734,294
605,232
58,657
4,398,183
(391,429)
(167,107)
(558,536)
$
742,530
(105,610)
636,920
$
312,213
493,000
805,213
$
(294,843)
-
(294,843)
$
5,014,007
641,749
(712,133)
4,943,623
332,364
-
332,364
(0.01)
(0.01)
$
$
0.01
0.01
$
$
0.01
0.01
$
$
(0.01)
(0.01)
$
$
0.01
0.01
61,896,726
61,896,726
58,855,348
59,381,175
54,356,693
54,578,054
49,855,229
49,885,229
43,049,076
43,549,076
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Table of Contents
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices and production volatility, changing market conditions
and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent our judgment as of the date of this
filing. We disclaim, however, any intent or obligation to update these forward-looking statements.
Results of Operations by Division
Antimony - Combined USA and Mexico
Lbs of Antimony Metal USA
Lbs of Antimony Metal Mexico:
Total Lbs of Antimony Metal Sold
Sales Price/Lb Metal
Net income (loss)/Lb Metal
Gross antimony revenue - net of discount
Precious metals revenue
Production costs - USA
Product cost - Mexico
Direct sales and freight
General and administrative - operating
Mexico non-production costs
General and administrative - non-operating
Net interest
EBITDA
Depreciation & amortization
Net income (Loss) - antimony
Zeolite
Tons sold
Sales Price/Ton
Net income (Loss)/Ton
Gross zeolite revenue
Production costs
Direct sales and freight
Royalties
General and administrative - operating
Net interest
EBITDA
Depreciation
Net income (Loss) - zeolite
Company-wide
Gross revenue
Production costs
Other operating costs
General and administrative - non-operating
Net interest
EBITDA
Income tax benefit (expense)
Depreciation & amortization
Net income (Loss)
2012
2011
2010
1,031,164
372,046
1,403,210
6.24
(0.50)
8,753,449
647,554
(5,665,806)
(1,677,927)
(279,694)
(353,656)
(678,053)
(1,193,583)
6,059
(441,657)
(263,214)
(704,871)
12,189
216.73
25.72
2,641,699
(1,618,816)
(169,346)
(234,343)
(95,275)
(701)
523,218
(209,776)
313,442
12,042,702
(8,962,549)
(1,810,367)
(1,193,583)
5,358
81,561
(167,107)
(472,990)
(558,536)
$
$
$
$
$
$
$
$
$
$
1,179,973
221,450
1,401,423
7.43
0.45
10,406,636
667,813
(7,294,421)
(1,031,957)
(281,089)
(280,853)
(430,601)
(936,873)
5,205
823,860
(199,515)
624,345
12,105
168.83
9.76
2,043,641
(1,221,101)
(183,333)
(197,371)
(117,420)
324,416
(206,231)
118,185
13,118,090
(9,547,479)
(1,490,667)
(936,873)
5,205
1,148,276
(105,610)
(405,746)
636,920
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,334,452
59,152
1,393,604
4.43
(0.11)
6,174,062
483,307
(4,786,197)
(275,648)
(282,070)
(80,267)
(160,819)
(1,069,270)
7,751
10,849
(168,808)
(157,959)
15,319
157.71
30.69
2,415,955
(1,254,375)
(86,737)
(229,352)
(188,251)
657,240
(187,068)
470,172
9,073,324
(6,316,220)
(1,027,496)
(1,069,270)
7,751
668,089
493,000
(355,876)
805,213
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Table of Contents
Overview
•Our cost of production was elevated for the year ending December 31, 2012, because we were starting a major mining and production facility in Mexico. The same workers
responsible for production were also a significant part of building and testing the manufacturing plants and equipment at Puerto Blanco, and Madero, Mexico, which resulted in
costs that won’t be incurred when construction and testing is complete. To a lesser degree, we incurred similar costs at our plant in Thompson Falls, Montana. There will still be
some overlapping costs in the first quarter of 2013 because the plants are still in a shakedown mode, but it should be less for 2013 than 2012.
• Although we are expanding our operations in Mexico, we still purchase significant raw materials from our suppliers. We will remain an antimony producer, although we anticipate
greater revenue from precious metals and zeolite.
• We are producing our own raw materials from our mine, mill, and smelter in Mexico, which will allow us to ensure a steady flow of products for sale. Our mine at Los Juarez, our
Puerto Blanco mill, and our smelter at Madero, Mexico, will be producing a significant portion of our raw materials commencing in 2013. Our company-wide production for 2013 is
expected to double that of 2012. We completed the installation of more crusher capacity, the flotation and ball mill, and more smelter furnaces in Mexico during 2012, and we
therefore expect more sales in 2013 due to the availability of more raw materials.
• We have also commenced installation of a natural gas pipeline to replace propane as the fuel used in our Mexico smelter, which we expect to be finished by May of 2013. We
expect the pipeline to cost approximately $1.2 million dollars when completed, and that it will reduce our smelter fuel cost by approximately 75%. We have spent $584,000 on
construction as of December 31, 2012.
• We are initiating the installation of a 400 - 500 ton per day flotation mill to be completed by the end of 2013 that we expect to cost between $400,000 and $500,000 to install. This
mill will be dedicated to processing ore from the Los Juarez mining property, and, in addition to the increase in antimony production, it will increase our precious metals revenue
significantly. We have adequate crushing capacity in place to feed the 500 ton per day mill and the existing mill.
• The increased production from Los Juarez will also create a significant increase in our precious metals revenue for 2013 and 2014.
• If the world economy improves, we expect to benefit from an increase in antimony prices. If the world economy does not improve, or if it worsens, we expect to see stagnant or
decreasing commodity prices for antimony.
Our principal smelter, precious metals recovery operation, and our Company headquarters remain in Montana. With increased production, we expect to widen our base of customers.
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Table of Contents
Results of Operations
Comparison of Years ended December 31, 2012, 2011, and 2010.
Antimony Division - United States:
Revenues - Antimony (net of discount)
Revenues - Precious metals
Domestic cost of sales:
Production costs
Depreciation
Freight and delivery
General and administrative
Direct sales expense
Total domestic antimony cost of sales
Cost of sales - Mexico
Production costs
Depreciation and amortization
Freight and delivery
Reclamation accrual
Other non-production costs
General and administrative
Total Mexico antimony cost of sales
Total revenues - antimony
Total cost of sales - antimony
Total gross profit - antimony
Zeolite Division:
Revenues
Cost of sales:
Production costs
Depreciation
Freight and delivery
General and administrative
Royalties
Direct sales expense
Total cost of sales
Gross profit - zeolite
Total revenues - combined
Total cost of sales - combined
Total gross profit - combined
2012
2011
2010
$
$
8,753,449
647,554
9,401,003
$
10,406,636
667,813
11,074,449
5,665,806
40,979
218,563
370,838
61,131
6,357,317
1,677,927
222,235
111,652
8,040
202,572
148,321
2,370,747
9,401,003
8,728,064
672,939
7,294,421
29,963
216,668
280,853
64,421
7,886,326
1,031,957
169,552
121,432
150,773
158,396
1,632,110
11,074,449
9,518,436
1,556,013
6,174,062
483,307
6,657,369
4,786,197
27,387
236,623
80,267
45,447
5,175,921
294,391
141,421
5,578
-
136,498
577,888
6,657,369
5,753,809
903,560
2,641,699
2,043,641
2,415,955
1,618,816
209,776
93,260
47,457
234,343
76,086
2,279,738
361,961
1,221,101
206,231
103,630
117,420
197,371
79,703
1,925,456
118,185
12,042,702
11,007,802
1,034,900
$
13,118,090
11,443,892
1,674,198
$
$
1,254,375
187,068
16,637
188,251
229,352
70,100
1,945,783
470,172
9,073,324
7,699,592
1,373,732
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Table of Contents
During the three year period ending December 31, 2012, the most significant event affecting our financial performance was the fluctuation in the price of antimony (see table page
6). During the year ending December 31, 2012, the most significant event was the commencement of production at our Mexico operations which caused our reported operating costs to be
elevated when compared to years when we were not initiating the operation of a new production facility. During the year ending December 31, 2010, we recorded an impairment loss of
$199,302. Going forward, the increased supply of raw material from Mexico and the metal prices for both antimony and precious metals, will be the most significant factors influencing our
operations. The following are highlights of the significant changes during the three year period:
• Revenues from antimony sales in 2012 were approximately $1,653,000 (16%) smaller than 2011 primarily due to a decrease in the price of antimony. Our revenues from antimony
increased in 2011 by approximately $4,233,000 (68%) from 2010 primarily due to an increase in the price of antimony metal (approximately $4,135,000).
• Our cost of goods sold for antimony for 2012 decreased by approximately $790,000 for 2012 due to a decrease in our raw materials cost, but was a greater per cent of sales than
in prior years primarily due to costs associated with starting a major production facility in Mexico. Our cost of goods sold for antimony during 2011 and 2010 increased by
approximately $3,765,000 (65%) and $3,539,000 (159%), respectively. The increase in cost of goods sold in 2011 was primarily due to the increase in the cost of our raw
materials, and the increase in 2010 was due to the increase in the price of metal and increased production. For all three years, costs of goods sold include production costs from
Mexico operations. The cost of goods sold during all years has been impacted by an increase in the cost of operating supplies, such as fuel, trucking, insurance, refractor costs,
steel, and propane.
• Our volume of zeolite sold was nearly the same in 2012 as 2011, but total revenue increased by approximately $598,000. In 2012, we sold more products with additives, which are
higher priced, than we did in 2011, and we raised prices for most products due to our increased operating costs. Our cost of goods sold for 2012 increased by approximately
$354,000 from 2011, primarily due to the cost of additives, drying, blending, and overall operating cost increases. Our revenues from zeolite were up both in price and tons sold
(approximately $880,000) in 2010 from 2009. This was primarily due to a contract for nuclear remediation with the Department of Energy. That contract was not ongoing in 2011,
which was the primary cause for a decrease of approximately 3,200 tons sold (approximately $500,000). Although tons sold for 2011 was less than 2010, there was an increase
in the sales price per ton which accounted for an increase in revenue of approximately $130,000. The increase in the price for 2011 was mainly due to an additive, drying, and
blending for a customer, which also caused a similar increase in our cost of production for 2011.
• General and administrative costs, as reported in our statement of operations, include fees paid to directors through stock based compensation. In 2012, we incurred $88,000 in
fees to the NYSE MKT that were included in general and administrative expenses. General and administrative costs for both 2012 and 2011 include general and administrative
costs related to commencement of production at our facilities in Mexico. The combined general and administrative costs were 5.5% and 4.0% of sales for 2012 and 2011,
respectively.
• The increase in professional fees for 2012, 2011, and 2010 (approximately $39,600, $52,500 and $ 30,700, respectively) was primarily due to increased costs related to our audits
and financial statement preparation.
• Factoring costs decreased in 2012 by approximately $76,100 as we were able to reduce our collection time for accounts receivable. Our discount to customers for early payment
increased by approximately $42,100 in 2012 from 2011. Factoring expense increased for each year in 2011and 2010 by approximately $35,100 and $30,700, respectively,
because of increased revenue and greater amounts of accounts receivable available for factoring.
• For the year ending December 31, 2010, we determined that it was likely that we would be profitable in the future, and that it was appropriate to record a tax benefit of $493,000 for
the value of tax losses from prior years that could be used to reduce income tax in future periods. For the year ending December 31, 2011, this benefit was reduced by
approximately $105,600 for tax expenses due to taxable income in that year. For the year ended December 31, 2012, certain assets recorded for tax purposes that are not
recorded on our books were reduced, causing a further reduction in this benefit of approximately $167,100.
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Subsidiaries
The Company has a 100% investment in two subsidiaries in Mexico, USAMSA and AM, whose carrying value was assessed at December 31, 2012, 2011, and 2010, for
impairment. Management’s assessment of the subsidiaries’ fair value was based on their future benefit to us. During fiscal year 2010 USAMSA was forced to relocate to a new mill site,
resulting in an impairment of approximately $200,000.
Financial Condition and Liquidity
Current Assets
Current liabilities
Net Working Capital
Cash provided (used) by operations
Cash (used) by investing
Cash provided (used) by financing:
Principal paid on long-term debt
Sale of Stock
Other
Net change in cash
2012
2011
2010
$
$
$
$
3,103,128
(1,803,396)
1,299,732
526,419
(3,513,901)
(464,936)
4,624,763
(176,961)
995,384
$
$
$
$
2,963,570
(1,742,022)
1,221,548
564,041
(2,239,441)
(124,722)
1,242,780
113,908
(443,434)
$
$
$
$
1,848,825
(784,322)
1,064,503
307,350
(965,919)
(59,270)
1,003,229
(17,142)
268,248
Our financial condition and liquidity, i.e., our net working capital, has improved each year for the three years ended December 31, 2012. This was due to an increase in our cash provided
by operations and the sale of stock each year. We used most of our resources from operating cash flows and the sale of stock to complete our mine, mill, and smelter production facility in
Mexico. Over the three year period, we raised approximately $6,870,000 from issuing restricted stock, and we used approximately $9,183,000, including $1,998,000 of assets purchased
with debt, for capital improvements in Mexico ($7,881,000), Montana ($482,000), and at the Bear River Zeolite plant ($820,000). In Mexico, we completed the final installation of the
crusher, ball mill and flotation circuit, four additional furnaces at Madero, and paid for partial construction of a natural gas pipeline.
During the next year ending December 31, 2013, we are planning on financing our improvements through operating cash flow, including final installation of a natural gas pipeline to the
Madero smelter, and installation of a 400 - 500 ton per day flotation mill that will increase our production from the Los Juarez ore.
In 2012, cash provided by operations was primarily due to the collection of approximately $978,000 of accounts receivable, which were approximately $1,438,000 at the beginning of the
year, and approximately $460,000 as of December 31, 2012. During the year ended December 31, 2010, the cash provided by operations was increased by the addition of a deferred tax
asset for $493,000. In 2011, an increase in inventories due to raw materials purchased per supply agreements reduced cash flows from operations by approximately $923,000, and in
2011 and 2010, increases in accounts receivable due to December sales reduced cash flows from operations by approximately $693,000 and $583,000, respectively. An increase in
accounts payable, not paid because of the increase in the amount of accounts receivable due at year end, increased our cash flow from operations by approximately $585,000 for
2011. The current portion of our long term debt is serviceable from the cash generated by operations.
Our stockholders’ equity section makes note that we have a liquidation preference of $5,689,780 as concerns our preferred stock. This consists of a liquidation payment of $5,225,360 due
if we liquidate our company or sell substantially all our assets, and $464,420 of undeclared dividends. The Board of Directors’ does not intend to declare dividends on preferred stock as
due and payable at any time in the near future. We do not feel that the liquidation preference and undeclared dividends related to our preferred stock will be an impediment to raising
capital in the future by issuing additional shares of common stock, and are not going to affect our liquidity.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We sell our antimony products based on a world market price. Our earnings and cash flow are significantly affected by changes in the price of antimony. The price of antimony can
fluctuate widely and is influenced by numerous factors such as demand, production levels, and world political and economic events. During the past ten years, the price of antimony metal
has ranged from a low of $.88 per pound to a high of $6.97 per pound. Analysis of our costs indicate that, for the year ending December 31, 2012, raw material costs were approximately
50% of our cost of revenues (cost of goods sold). Most of our production costs are fixed in nature, and could not be decreased readily without decreasing our production. During the year
ended December 31, 2012, a $2 per pound decrease in our sales price would have likely caused our gross profit to decrease by $1 per pound. As we produce more of our raw material
from our Mexico operations and our raw material cost becomes less affected by world prices, a decrease in our sales price will have a smaller impact on our cost of revenues.
ITEM 7B. CRITICAL ACCOUNTING ESTIMATES
We have, besides our estimates of the amount of depreciation on our assets, two critical accounting estimates. The value of our unprocessed ore in inventory is based on assays taken at
the time the ore is delivered, and may vary when the ore is processed and final settlement is made. Also, the asset recovery obligation on our balance sheet is base on an estimate of the
future cost to recover and remediate our properties as required by our permits upon cessation of our operations, and may differ when we cease operations.
• The value of our unprocessed purchased ore in our inventory is based on assays taken at the time the ore is delivered, and may vary when the ore is processed and final
settlement is made. We assay purchased ore to estimate the amount of antimony contained per metric ton, and then make an advance payment based on the Rotterdam price of
antimony and the % of antimony contained. Our payment scale incorporates a penalty for ore with a low percentage of antimony. After processing the ore and determining a final
recovery of the amount of antimony metal in a lot of purchased ore, a final settlement is made, and any underpayment or overpayment is accounted for. It is reasonably likely that
the initial assay used for advance payment will differ from the amount of metal recovered from a given lot. If the initial assay of a lot of ore on hand at the end of a reporting period
were different, it would cause a change in our reported inventory and accounts payable amounts, but would not change our reported cost of goods sold or net income amounts. At
December 31, 2012, if we had overestimated the per cent of antimony in our total inventory of purchased ore by 2.5%, (a 10% correction to the amount of antimony metal
contained if we estimated 25.0% antimony per metric ton), the amount of our inventory and accounts payable would be smaller by approximately $50,000. Our net income would
not be affected. The amount of the accounting estimate is in a constant state of change because the amount of purchased ore and the per cent of metal contained are constantly
changing. Due to the amount of ore on hand at the end of a reporting period as compared to the amount of total assets, liabilities, equity, and the ore processed during a reporting
period, any change in the amount of estimated metal contained would likely not result in a material change to our financial condition.
• The asset recovery obligation and asset on our balance sheet is base on an estimate of the future cost to recover and remediate our properties as required by our permits upon
cessation of our operations, and may differ when we cease operations. As of December 31, 2011, we made an estimate that the cost of the machine and man hours probable to
be needed to put our properties in the condition required by our permits once we cease operations would be $134,000. For purposes of the estimate, we used a probable life of 20
years and costs that, initially, are comparable to rates that we would incur at the present. We are adding to (an accretion of 6%) the liability each year by $8,040, and amortizing
the asset over 20 years ($6,700 annually), which decreases our net income in total each year by $11,740. We will make periodic reviews of the remaining life of the mine and
other operations, and the estimated remediation costs upon closure, and adjust our account balances accordingly. At this time, we think that an adjustment in our asset recovery
obligation in future periods would not have a material impact in the year of adjustment, but would change the amount of the annual accretion and amortization costs charged to our
expenses by an undetermined amount.
ITEM 8. FINANCIAL STATEMENTS
The consolidated financial statements of the registrant are included herein on pages F1-F20.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as
appropriate, to allow timely decisions regarding required disclosure. Our Chief Financial Officer conducted an evaluation of the effectiveness of USAC’s disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2012. Based upon this evaluation, it was determined that there were material
weaknesses affecting our internal control over financial reporting (described below) and, as a result of those weaknesses, our disclosure controls and procedures were ineffective as of
December 31, 2012.
Internal control over financial reporting
Management's annual report on internal control over financial reporting
The management of USAC is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide
reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
The management of USAC has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012. To make this assessment, we used the criteria for
effective internal control over financial reporting described in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of December 31, 2012. These weaknesses are as
follows:
• Inadequate documentation of controls and monitoring of internal controls over significant accounts and processes including controls associated with the period-end financial
reporting process;
• The absence of proper segregation of duties within significant accounts and processes and the absence of controls over management oversight, including antifraud programs and
controls; and
We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed. The chief financial officer will develop
internal control measures to mitigate the lack of inadequate documentation of controls and the monitoring of internal controls over significant accounts and processes including controls
associated with the period-ending reporting processes, and to mitigate the segregation of duties within significant accounts and processes and the absence of controls over management
oversight, including antifraud programs and controls.
We plan to consult with independent experts when complex transactions are entered into.
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Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of December 31, 2012, is ineffective.
Our internal control over financial reporting as of December 31, 2012, has been audited by DeCoria, Maichel & Teague, P.S., an independent registered public accounting firm, as stated
in the attestation report which is included herein.
Changes in internal control over financial reporting
• During the year ended December 31, 2012, the Chief Financial Officer (CFO) prepared our quarterly and annual financial statements and SEC filings.
• The CFO prepared a capitalization policy reviewed and approved by the Audit Committee chairman.
• The CFO provided assistance to the Controller in applying generally accepted accounting principles.
• The CFO reviewed all bank reconciliations.
• The CFO reviewed items recorded as capital expenditures for material compliance with the Company’s capitalization policy.
• The Board of Directors appointed three independent directors to an audit committee. The audit committee has been active in reviewing and approving the Company’s financial
statements, and is involved in the internal controls through communications with management and the auditors.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of United States Antimony Corporation:
We have audited United States Antimony Corporation’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). United States Antimony Corporation’s management is responsible for maintaining
effective internal control over financial reporting and for assessing of the effectiveness of internal control over financial reporting, included in the Item 9A, Management’s Annual Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and
included in management’s assessment:
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Inadequate design of internal control over the preparation of the financial statements and over other significant accounts and financial reporting processes;
• Inadequate monitoring of internal controls over significant accounts and processes including controls associated with the period-end financial reporting process;
• The absence of proper segregation of duties within significant accounts and processes and ineffective controls over management oversight, including antifraud programs and
controls; and
• Ineffective controls over the selection and application of accounting principles that are in conformity with generally accepted accounting principles, including controls over non-
routine transactions and controls over the period-end financial reporting process.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2012 consolidated financial statements, and this report
does not affect our report dated March 12, 2013 on those financial statements.
In our opinion, United States Antimony Corporation did not maintain effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of United States Antimony
Corporation as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the
period ended December 31, 2012, and our report dated March 12, 2013 expressed an unqualified opinion thereon.
DeCoria, Maichel & Teague, P.S.
Spokane, Washington
March 12, 2013
ITEM 9B. OTHER INFORMATION
We file the following reports with the Securities and Exchange Commission, or SEC:
• Form 10K Annual Report Under Section 13 or 15(d) of the Securities and Exchange Act of 1934
• Form 10Q Quarterly Report Under Section 13 or 15(d) of the Securities and Exchange Act of 1934
• Form 8K Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
The public may read and copy any materials that we file with SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, Dc 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We file electronically with the SEC. The SEC maintains an internet site (http:/www.sec.gov), that
contains reports, proxy and information statements, and other information regarding issuers that file electronically.
Our internet address is www.usantimony.com. Our annual report on Form 10K, quarterly report on Form 10Q, current reports on Form 8K, and any amendments to these reports is
available, free of charge, as soon as practicable after such material is electronically filed with the SEC.
On February 9, 2012, as reported on SEC Form 8K, the Company accepted the resignation of Patrick W. Dugan, Esq., from the Board of Directors. Mr. Whitney Ferer was appointed to
the Board of Directors in place of Mr. Dugan on February 22, 2012.
On May 15, 2012, as reported on SEC Form 8K, the Company accepted the resignation of Leo Jackson, from the Board of Directors. Mr. Bernard J.Guarnera was appointed to the Board
of Directors in place of Mr. Jackson on May 15, 2012.
On January 7, 2012, the Company issued 1,102,500 shares of common stock at a price of $2.00 per share. Each share is accompanied by a warrant to purchase an additional share for
$2.50 for two years.
On June 28, 2012, the Company issued 953,834 shares of common stock at a price of $3.00 per share. Each share is accompanied by a warrant to purchase an additional one-half share
for $4.50 per share for two years.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Identification of directors and executive officers at December 31, 2012, is as follows:
Name
John C. Lawrence
John C. Gustavsen
Russell C. Lawrence
Matthew Keane
Daniel L. Parks
Alicia Hill
Bernard Guarnera
Gary D. Babbitt
Whitney Ferer
Hart W. Baitis
Age
74
64
44
58
64
31
69
67
54
63
Affiliation
Expiration of Term
Chairman, President,
Treasurer; Director
Annual meeting
First Vice-President
Annual meeting
Second Vice-President
And Director
Annual meeting
Third Vice-President
Annual meeting
Chief Financial Officer
Annual meeting
Secretary and Controller
Annual meeting
Director
Director
Director
Director
Annual meeting
Annual meeting
Annual meeting
Annual meeting
Business Experience of Directors and Executive Officers
John C. Lawrence. Mr. Lawrence has been the president and a director since our inception. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate
predecessor, since the inception of AGAU Mines, Inc. in 1968. He is a member of the Society of Mining Engineers and a recipient of the Uuno Sahinen Silver Medallion Award presented
by Butte Tech, University of Montana. He has a vast background in mining, milling, smelting, chemical processing and oil and gas.
Gary D. Babbitt. Mr. Babbitt has experience in mining industry with approximately 30 years dealing with joint ventures, purchases, royalty leases and contracts. He has a working
knowledge of Spanish and has negotiated supply and mining agreements in Mexico. Mr. Babbitt has a B.A. from the Albertson College of Idaho, and earned his J.D. from the University of
Chicago.
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Bernard J. Guarnera. Mr. Guarnera, who was nominated to the Board in May 2012, has more than 40 years of experience in the global mining industry. Most recently he served as
Chairman and CEO of Behre Dolbear & Company, an internationally recognized mining consulting firm which was founded in 1991. He previously served with Texaco’s Minerals Group,
Daymes & Moore, and Boise Cascade, firms where he worked in the coal and uranium, precious and base metals and industrial minerals sectors. Mr. Guarnera has degrees from the
Michigan College of Mining & Technology (B.Sc. Geological Engineering (mining emphasis) and M.Sc. Economic Geology).
Russell C. Lawrence. Mr. Lawrence has experience in the lines of applied physics, mining, refining, excavation, electricity, electronics, and building contracting. He graduated from the
University of Idaho in 1994 with a degree in physics, and worked for the Physics Department at the University of Idaho for a period of 10 years. He has also worked as a building contractor
and for USAC at the smelter and laboratory at Thompson Falls, for USAMSA in the construction and operation of the USAMSA smelter in Mexico, and for Antimonio de Mexico, S. A. de C.
V. at the San Miguel Mine and the Cadereyta mill site in Mexico.
Hart W. Baitis. Mr. Baitis graduated from the University of Oregon in 1971 with a B.S. in Geology, and was awarded a Ph. D. in Geology in 1976. He has 35 years of experience as an
exploration geologist in the United States, Canada, Central America, and Mexico. Mr. Baitis is experienced in numerous geologic environments and terrains, and has been involved in all
phases of exploration, ranging from field geologist, consultant, management, and acquisition team director.
Whitney Ferer. Mr. Ferer, who was nominated to the board in February 2012, has worked for 34 years for Aaron Ferer & Sons, or AF&S, headquartered in Omaha, Nebraska, where he is
currently the Vice President of Trading and Operations and Vice Chairman of the Board of AF&S. He has been involved in the patenting of various processes for the breakdown of plastics
and metal recovery, and was Vice President of the Lead & Zinc Division of AF&S. In addition, Mr. Ferer has been active in the trading of all metals, and facilitated the opening of eight
offices in the Far East and China. He is one of the largest traders of antimony metal and oxide in the United States.
Daniel L. Parks. Mr. Parks graduated from the University of Idaho in 1974 with a B.S. in Accounting, and was licensed as a certified public accountant in 1976. He worked as an auditor
for Coopers & Lybrand for three years, as controller for a lumber manufacturing company for one year, and owned his own accounting practice for thirty years. Mr. Parks was extensively
involved in auditing and financial statement preparation during this time.
We are not aware of any involvement by our directors or executive officers during the past five years in legal proceedings that are material to an evaluation of the ability or integrity of any
director or executive officer.
Board Meetings and Committees. Our Board of Directors held four (4) regular meetings during the 2012 calendar year. Each incumbent director attended all of the meetings held during
the 2012 calendar year, in the aggregate, by the Board and each committee of the Board of which he was a member.
Our Board of Directors established an Audit Committee on December 10, 2011. It consists of three members, Gary Babbitt (Chairman), Whitney Ferer, and Hart Baitis. None of the Audit
Committee members are involved in our day-to-day financial management. Hart Baitis is considered a financial expert.
During 2011, the Board also established a Compensation Committee and a Nominating Committee.
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Board Member Compensation. We paid directors' fees in the form of 26,000 shares of our common stock per director during 2010. In January of 2012, we issued the directors 149,500
shares, of which 95,835 shares were for services during 2011. The remaining shares will be part of the directors’ compensation for 2012. Following is a summary of fees, cash payments,
stock awards, and other reimbursements to Directors during the year ended December 31, 2012:
Directors Compensation
Name and Principal Position
John C. Lawrence, Chairman
Bernard Guarnera, Director
Gary D. Babbitt, Director
Leo Jackson, Director
Russell Lawrence, Director
Hartmut Baitis, Director
Whitney Ferer, Director
Patrick Dugan, Director
Fees Earned or
paid in Cash
Stock Awards
Total Fees,
Awards, and
Other
Compensation
$
$
$
$
36,000 $
60,000 $
$
$
$
$
25,000 $
15,625 $
25,000 $
36,755 $
25,000 $
25,000 $
25,000 $
34,438 $
25,000
15,625
61,000
96,755
25,000
25,000
25,000
34,438
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and the holders of 10%
or more of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and stockholders holding more than
10% of our common stock are required by the regulation to furnish us with copies of all Section 16(a) forms they have filed. Based solely on our review of copies of Forms 3, 4 and 5
furnished to us, Mr.John Lawrence, Mr. Baitis, Mr. Babbitt, Mr. Ferer, Mr. Guarnera, and Mr.Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2012, 2011, or 2010.
Code of Ethics
The Company has adopted a Code of Ethics that applies to the Company's executive officers and its directors. The Company will provide, without charge, a copy of the Code of Ethics on
the written request of any person addressed to the Company at: United States Antimony Corporation, P.O. Box 643, Thompson Falls, MT 59873.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The Securities and Exchange Commission requires the following table setting forth the compensation paid by USAC to its principal executive officer for fiscal years ending December 31,
2012, 2011, and 2010.
Name and Principal Position
John C. Lawrence,
President and Chief
Executive Officer
John C. Gustaven,
Executive Vice President
Russell Lawrence,
Vice President for Latin
America
Year
2012
2011
2010
2012
2011
2010
2012
2011
2010
$
$
$
$
$
$
$
$
Salary
Bonus
Other Annual
Compensation (1)
Restricted
Options/Awards (2) All Other Compensation
Total
126,000
126,000
102,500
100,000
85,000
100,000
85,000
85,000
N/A
N/A
N/A
$
$
$
5,538 $
5,538 $
5,538 $
25,000
40,001
13,520
$
$
$
25,000
40,001
13,520
None
None
None
$
$
$
$
$
$
$
$
156,538
171,539
121,558
100,000
85,000
125,000
125,001
98,520
(1)
(2)
Represents earned but unused vacation.
These figures represent the fair values, as of the date of issuance, of the annual director's fee payable to Mr. Lawrence in the form of shares of USAC's common stock.
Compensation for all executive officers, except for the President/CEO position, is recommended to the compensation committee of the Board of Directors by the
President/CEO. The compensation committee makes the recommendation for the compensation of the President/CEO. The compensation committee has identified a peer group
of mining companies to aid in reviewing the President’s compensation recommendations for executives, and for reviewing the compensation of the President/CEO. The full Board
approves the compensation amounts recommended by the compensation committee. Currently, the executive managements’ compensation only includes base salary and health
insurance. The Company does not have annual performance based salary increases, long term performance based cash incentives, deferred compensation, retirement benefits, or
disability benefits. For the year ended December 31, 2011, The Chief Executive Officer (CEO) received an increase in base compensation of $24,000 annually. The Board of
Directors determined that the CEO’s compensation for the prior year ended December 31, 2010, was substantially less than that of Chief Executive Officers for similar companies,
and that a raise was appropriate to compensate the CEO for management of a Company with the complexities of United States Antimony Corporation.
Two executive officers, the President/CEO and the Vice-President for the Latin American operations, receive restricted stock awards for their services as Board members.
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Table of Contents
The following table sets forth information concerning the outstanding equity awards at December 31, 2012, held by our principal executive officer. There were not any other outstanding
equity awards or plan based awards to officers or directors as of December 31, 2012.
Outstanding Equity
Awards at
Fiscal Year End
Number of Securities
Underlying
Unexercised
Unearned Options
Average
Exercise
Price
Option
Exercise
Dates
Number of Securities Underlying Unexercised
Options
Exercisable
Unexercisable
#
#
250,000
0
0
$
0.25
None
Name
John C. Lawrence
(Chairman of the Board Of
Directors and Chief Executive
Officer)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of March 18, 2013, by (i) each person who is known by us to beneficially own more than
5% of our Series B, C, and D preferred stock or common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless
otherwise stated, each person's address is c/o United States Antimony Corporation, P.O. Box 643, 47 Cox Gulch, Thompson Falls, Montana 59873.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Name and Address of
Beneficial Owner(1)
Amount and Nature of
Beneficial Ownership
Percent of
Class(1)
Percent of
all Voting Stock
Reed Family Limited Partnership
3,918,335
6,362,927(3)
7
10
7
10
Table of Contents
Title of Class
Common stock
Common stock
Series B Preferred
Series C Preferred
Series C Preferred
Series C Preferred
Series C Preferred
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common stock
Common Stock
Series D Preferred
Series D Preferred
Series D Preferred
Series D Preferred
328 Adams Street
Milton, MA 02186
The Dugan Family
c/o A. W. Dugan
1415 Louisiana Street, Suite 3100
Houston, TX 77002
Excel Mineral Company
PO Box 3800
Santa Barbara, CA 93130
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
Edward Robinson
1007 Spruce Street 1st Floor
Philadelphia, PA 19107
All Series C Preferred Shareholders
as a group
John C. Lawrence
Hart Baitis
Russ Lawrence
Bernard Guarnera
Gary Babbitt
Whitney Ferer
Matthew Keane
Daniel Parks
All directors and executive
officers as a group
John C. Lawrence
Leo Jackson
Gary Babbit
All Series D Preferred Shareholders
as a group
750,000(5)
100
N/A
48,305(4)
48,305(4)
32,203(4)
177,904(4)
4,128,346(2)
20,526
165,693
12,275
134,167
58,026
10,300
35,400
4,564,733
1,590,672(4)
102,000
58,333
1,751,005(4)
27
27
18
100
7
Nil
Nil
Nil
Nil
Nil
Nil
Nil
7
91
5
Nil
100
Nil
Nil
Nil
Nil
7
Nil
Nil
Nil
Nil
Nil
Nil
Nil
7
3
Nil
Nil
3
_________
(1)
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of March 18, 2013, are deemed
outstanding for computing the percentage of the person holding options or warrants but are not deemed outstanding for computing the percentage of any other person.
Percentages are based on a total of 61,896,726 shares of common stock, 750,000 shares of Series B Preferred Stock, 177,904 shares of Series C Preferred Stock, and 1,751,005
shares of Series D Preferred Stock outstanding on March 18, 2013. Total voting stock of 63,825,635 shares is a total of all the common stock issued, and all of the Series C and
Series D Preferred Stock.
(2)
(3)
(4)
(5)
Includes 3,801,653 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence disclaims
beneficial ownership.
Includes shares owned by the estate of Al W. Dugan and shares owned by companies owned and controlled by the estate of Al W. Dugan. Excludes 183,333 shares owned by
Lydia Dugan as to which the estate of Mr. Dugan disclaims beneficial ownership.
The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.
The outstanding Series B preferred shares carry voting rights only if the Company is in default in the payment of declared dividends. The Board of Directors has not declared any
dividends as due and payable for the Series B preferred stock.
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Table of Contents
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described below are transactions during the last three years to which we are a party and in which any director, executive officer or beneficial owner of five percent (5%) or more of any
class of our voting securities or relatives of our directors, executive officers or five percent (5%) beneficial owners has a direct or indirect material interest. See also transactions described
in notes 4, 9, 10, 11, 12, 15 and 19 to our Financial Statements as of December 31, 2012.
We reimbursed John C. Lawrence, a director and Chief Executive Officer, for operational and maintenance expenses incurred in connection with our use of equipment owned by Mr.
Lawrence, including welding trucks, backhoes, and an aircraft. Reimbursements for 2012, 2011 and 2010, totaled $117,111, $47,232, and $53,932, respectively.
During the year ended 2012, we issued 100,000 shares to Herbert Denton for services provided related to the private issuance of stock in January and June of 2012. The value of the
shares issued to Mr. Denton was treated as a cost of issuance and did not affect net income. We also issued 165,827 shares to Directors for services, with a value at time of issuance of
$451,232. $211,818 was treated as an expense for 2012, $230,004 was expensed in 2011, and $9,410 is being carried as prepaid directors’ fees
During 2011, the Company awarded 95,835 shares of its common stock to its Board of Directors as compensation for their services as directors. In connection with the issuances, the
Company recorded $230,004 in director compensation expense. The shares were issued in January of 2012.
During 2010, the Company issued 130,000 of its common stock to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company
recorded $67,600 in director compensation expense.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company's Board of Directors and audit committee reviews and approves audit and permissible non-audit services performed by DeCoria, Maichel & Teague P.S., as well as the fees
charged by DeCoria, Maichel & Teague P.S. for such services. In its review of non-audit service fees and its appointment of DeCoria, Maichel & Teague P.S. as the Company's
independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining DeCoria, Maichel & Teague P.S. independence. All of
the services provided and fees charged by DeCoria, Maichel & Teague P.S. in 2011 were pre-approved by the Board of Directors and its audit committee.
Audit Fees
The aggregate fees billed by DeCoria, Maichel & Teague P.S. for professional services for the audit of the annual financial statements of the Company and the reviews of the financial
statements included in the Company's quarterly reports on Form 10-Q for 2012, 2011, and 2010 were$172,991, $102,728, and $73,976, respectively, net of expenses.
Audit-Related Fees
There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last three fiscal years for assurance and related services that were reasonably related to the performance of
the audit or review of the Company's financial statements and not reported under "Audit Fees" above.
Tax Fees
The aggregate fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for professional services rendered by DeCoria, Maichel & Teague P.S. for tax compliance for
2012, 2011 and 2010 were $4,082, $7,408, and $5,236, respectively.
All Other Fees
There were no other fees billed by DeCoria, Maichel & Teague P.S. during the last two fiscal years for products and services provided by DeCoria, Maichel & Teague P.S
40
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Table of Contents
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number
Description
3.01
3.02
3.03
3.04
4.01
Articles of Incorporation of USAC, filed as an exhibit to USAC's Form 10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are incorporated
herein by this reference.
Amended and Restated Bylaws of USAC, filed as an exhibit to amendment No. 2 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are
incorporated herein by this reference.
Articles of Correction of Restated Articles of Incorporation of USAC.
Articles of Amendment to the Articles of Incorporation of United States Antimony Corporation, filed as an exhibit to USAC's Form 10-QSB for the quarter ended
September 30, 2002 (File No. 001-08675), are incorporated herein by this reference.
Key Employees 2000 Stock Plan, filed as an exhibit to USAC's Form S-8 Registration Statement filed on March 10, 2000 (File No. 333-32216) is incorporated herein
by this reference.
Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1995 (File No. 001-08675), are incorporated herein by this reference:
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
Yellow Jacket Venture Agreement
Agreement Between Excel-Mineral USAC and Bobby C. Hamilton
Letter Agreement
Columbia-Continental Lease Agreement Revision
Settlement Agreement with Excel Mineral Company
Memorandum Agreement
Termination Agreement
Amendment to Assignment of Lease (Geosearch)
Series B Stock Certificate to Excel-Mineral Company, Inc.
Division Order and Purchase and Sale Agreement
Inventory and Sales Agreement
Processing Agreement
Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation
Columbia-Continental Lease Agreement
Release of Judgment
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Table of Contents
10.25
10.26
10.27
10.28
10.30
Covenant Not to Execute
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1996 (File No. 001-08675), are incorporated
herein by this reference
Letter from EPA, Region 10 filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997 (File No. 001-08675) is
incorporated herein by this reference
Warrant Agreements filed as an exhibit to USAC's Annual Report on Form 10-KSB for the year ended December 31, 1997 (File No. 001-08675) are incorporated
herein by this reference
Answer, Counterclaim and Third-Party Complaint filed as an exhibit to USAC's Quarterly Report on Forms 10-QSB for the quarter ended September 30, 1998 (File
No. 001-08675) is incorporated herein by this reference
Documents filed with USAC's Annual Report on Form 10-KSB for the year ended December 31, 1998 (File No. 001-08675), are incorporated herein by this reference:
10.31
10.32
Warrant Issue-Al W. Dugan
Amendment Agreement
Documents filed with USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999 (File No. 001-08675) is incorporated herein by this reference:
10.33
10.34
Warrant Issue-John C. Lawrence
PVS Termination Agreement
Documents filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1999 (File No. 001-08675) are incorporated herein by this reference:
10.35
10.36
10.37
10.38
10.39
Maguire Settlement Agreement
Warrant Issue-Carlos Tejada
Warrant Issue-Al W. Dugan
Memorandum of Understanding with Geosearch Inc.
Factoring Agreement-Systran Financial Services Company
10.40
Mortgage to John C. Lawrence
10.41
10.42
Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000 (File No. 001-08675) is
incorporated herein by this reference
Agreement between United States Antimony Corporation and Thomson Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June
30, 2000 (File No. 001-08675) are incorporated herein by this reference
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Table of Contents
10.43
10.44
10.45
10.46
Settlement agreement and release of all claims between the Estate of Bobby C. Hamilton and United States Antimony Corporation filed as an exhibit to USAC form
10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein by this reference.
Supply Contracts with Fortune America Trading Ltd. filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are
incorporated herein by this reference
Amended and Restated Agreements with Thomson Kernaghan & Co., Ltd, filed as an exhibit to amendment No. 3 to USAC's Form SB-2 Registration Statement
(Reg. No. 333-45508), are incorporated herein by this reference
Purchase Order from Kohler Company, filed as an exhibit to amendment No. 4 to USAC's Form SB-2 Registration Statement (Reg. No. 333-45508) are incorporated
herein by this reference
Documents filed as an exhibit to USAC's Form 10-QSB for the quarter ended June 30, 2002 (File No. 001-08675) are incorporated herein by this reference:
10.47
10.48
10.49
10.50
10.51
10.52
10.53
10.54
14.0
31.1
32.1
44.1
Bear River Zeolite Company Royalty Agreement, dated May 29, 2002
Grant of Production Royalty, dated June 1, 2002
Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002
Agreement to Issue Warrants of USA, dated May 29, 2002
Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*
Convertible note payable - John C. Lawrence dated December 22, 2003*
Pledge, Assignment and Security Agreement dated December 22, 2003*
Note Purchase Agreement dated December 22, 2003*
Code of Ethics*
Rule 13a-14(a)/15d-14(a) Certifications
Certification of John C. Lawrence*
Section 1350 Certifications
Certification of John C. Lawrence*
CERCLA Letter from U.S. Forest Service filed as an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are incorporated herein
by this reference and filed as an exhibit to USAC's Form 10-KSB for the year ended December 31, 1995 (File No. 1-8675) is incorporated herein by this reference
____________
* Filed herewith.
Reports on Form 8-K
Item 5. Other Events - October 10, 2003.
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Table of Contents
Exhibit 21.01
Subsidiaries of Registrant, as of December 31, 2012
Bear River Zeolite Company
C/o Box 643
Thompson Falls, MT 59873
Antimonio de Mexico S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
United States Antimony, Mexico S.A. de C.V.
C/o Box 643
Thompson Falls, MT 59873
Exhibit 95. Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that
is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations,
orders and citations, related assessments and legal actions, and mining-related fatalities. During the year ended December 31, 2012, we had no material specified health and safety
violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to
Section 1503(a) of the Dodd-Frank Act, except as follows:
MSHA Actions for the year ended December 31, 2012
Mine
Mine Act §104(a)
Violations (1)
Mine Act §104(b)
Orders (2)
Mine Act §104(d)
Citations and
Orders (3)
Mine Act §(b)(2)
Violations (4)
Mine Act §107(a)
Orders (5)
Proposed
Assessments
from MSHA (In
dollars$)
Mining Related
Fatalities
Mine Act
§104(e) Notice
(yes/no) (6)
Pending Legal
Action before
Federal Mine
Saftey and
Health Review
Commission
(yes/no)
Bear River Zeolite
9
0
0
0
0 $
3,408.00
0
No
No
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 18, 2013
Date: March 18, 2013
Date: March 18, 2013
UNITED STATES ANTIMONY CORPORATION
(Registrant)
By:
By:
By:
John C. Lawrence, President, Director,
and Principal Executive Officer
Daniel L. Parks, Chief Financial Officer
Alicia Hill, Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Date: March 18, 2013
Date: March 18, 2013
Date: March 18, 2013
Date: March 18, 2013
Date: March 18, 2013
Date: March 18, 2013
John C. Lawrence, Director and President
(Principal Executive)
Whitney Ferer, Director
Gary D. Babbitt, Director
Hart Baitis, Director
Russell Lawrence, Director
Bernard J. Guarnera, Director
By:
By:
By:
By:
By:
By:
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of United States Antimony Corporation:
We have audited the accompanying consolidated balance sheets of United States Antimony Corporation (“the Company”) as of December 31, 2012 and 2011, and the
related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2012. These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United States Antimony
Corporation as of December 31, 2012 and 2011, and the results of its consolidated operations and cash flows for each of the three years in the period ended December 31,
2012, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), United States Antimony Corporation’s internal
control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated March 12, 2013 expressed an adverse opinion thereon.
DeCoria, Maichel & Teague, P.S.
Spokane, Washington
March 12, 2013
F-1
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Table of Contents
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2012 and 2011
Current assets:
Cash and cash equivalents
Certificates of deposit
Accounts receivable, less allowance
for doubtful accounts of $4,031 and $7,600, respectively
ASSETS
Inventories
Other current assets
Deferred tax asset
Total current assets
Properties, plants and equipment, net
Restricted cash for reclamation bonds
Deferred tax asset
Other assets
Total assets
Current liabilities:
Checks issued and payable
Accounts payable
Due to factor
Accrued payroll, taxes and interest
Other accrued liabilities
Payables to related parties
Deferred revenue
Long-term debt, current
Total current liabilities
LIABILITIES AND STOCKHOLDERS' EQUITY
Long-term debt, net of current portion
Stock payable to directors for services
Asset retirement and accrued reclamation costs
Total liabilities
Commitments and contingencies (Note 4 and 12)
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 $885,000 and $877,500,
respectively)
Series C: 177,904 shares issued and outstanding
(liquidation preference $97,847 both years)
Series D: 1,751,005 shares issued and outstanding
(liquidation preference $4,755,582 and $4,714,433,
respectively)
Common stock, $0.01 par value, 90,000,000 shares authorized;
61,896,726 and 59,349,300 shares issued and outstanding, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these consolidated financial statements.
F-2
2012
2011
$
1,000,811
243,616
$
5,427
-
$
$
$
$
456,159
1,192,189
170,529
39,824
3,103,128
10,576,406
75,251
189,627
498,496
14,442,908
-
1,181,223
23,536
89,541
30,220
17,522
-
461,354
1,803,396
1,044,140
-
249,540
3,097,076
1,438,564
1,066,813
56,208
396,558
2,963,570
6,047,004
74,777
-
54,766
9,140,117
113,908
994,940
146,589
141,928
119,292
101,974
43,760
79,631
1,742,022
158,218
230,004
241,500
2,371,744
-
-
7,500
1,779
7,500
1,779
17,509
17,509
618,966
30,745,650
(20,045,572)
11,345,832
14,442,908
$
593,492
25,635,129
(19,487,036)
6,768,373
9,140,117
$
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Table of Contents
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2012, 2011 and 2010
REVENUES
COST OF REVENUES
GROSS PROFIT
OPERATING EXPENSES:
General and administrative
Salaries and benefits
Professional fees
Impairment of properties, plants and equipment
TOTAL OPERATING EXPENSES
INCOME (LOSS) FROM OPERATIONS
OTHER INCOME (EXPENSE):
Interest income
Interest expense
Factoring expense
TOTAL OTHER INCOME (EXPENSE)
2012
2011
2010
$
12,042,702
$
13,118,090
$
9,073,324
11,007,802
11,443,892
7,699,592
1,034,900
1,674,198
1,373,732
810,369
284,483
258,735
-
1,353,587
428,092
149,671
204,904
-
782,667
438,889
153,819
152,357
199,302
944,367
(318,687)
891,531
429,365
8,049
(2,691)
(78,100)
(72,742)
5,205
-
(154,206)
(149,001)
7,751
(5,796)
(119,107)
(117,152)
INCOME (LOSS) BEFORE INCOME TAXES
(391,429)
742,530
312,213
INCOME TAXES:
Income tax (expense) - current
Income tax (expense) benefit - deferred
TOTAL INCOME TAXES
NET INCOME (LOSS)
Preferred dividends
Net income (loss) available to
common shareholders
Net income (loss) per share of
common stock:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
-
(167,107)
(167,107)
(558,536)
(48,649)
(9,168)
(96,442)
(105,610)
636,920
(48,649)
-
493,000
493,000
805,213
(48,648)
(607,185)
$
588,271
$
756,565
(0.01)
(0.01)
$
$
0.01
0.01
$
$
0.01
0.01
61,896,726
61,896,726
58,855,348
59,381,175
54,356,693
54,578,054
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-3
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Table of Contents
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
For the years ended December 31, 2012, 2011, and 2010
Total Preferred Stock
Common Stock
Stock
Subscriptions
Shares
Amount
Shares
Amount
Receivable
Additional
Paid
In Capital
Accumulated
Deficit
Total
Balances, December 31, 2009
2,678,909
$
26,788
53,098,769
$
530,987
$
(270,000)
$
23,604,625
$ (20,929,169)
$
2,963,231
Issuance of common stock and
warrants for cash,
net of offering costs
Payment received for outstanding
stock subscriptions
Write off of uncollectible stock
subscriptions
Issuance of common stock to
Directors for services
Net income
3,492,502
34,925
(180,000)
944,597
203,707
799,522
203,707
(543,889)
(5,439)
163,730
(158,291)
-
260,000
2,600
114,400
117,000
805,213
805,213
Balances, December 31, 2010
2,678,909
26,788
56,307,382
563,073
(82,563)
24,505,331
(20,123,956)
4,888,673
Issuance of common stock for cash,
net of offering costs
Payment received for outstanding
stock subscriptions
Net income
3,041,918
30,419
1,129,798
1,160,217
82,563
82,563
636,920
636,920
Balances, December 31, 2011
2,678,909
26,788
59,349,300
593,492
-
25,635,129
(19,487,036)
6,768,373
Issuance of common stock and
warrants for cash,
net of offering costs
Issuance of common stock to
Directors for services:
Accrued in prior year
For current year
Issuance of common stock for cash through exercise
of warrants
Net loss
2,156,334
21,563
4,603,200
4,624,763
95,835
69,992
958
700
225,265
2,253
229,046
220,528
57,747
230,004
221,228
60,000
(558,536)
(558,536)
Balances, December 31, 2012
2,678,909
$
26,788
61,896,726
$
618,966
$
-
$
30,745,650
$ (20,045,572)
$ 11,345,832
The accompanying notes are an integral part of these consolidated financial statements.
F-4
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Table of Contents
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2012, 2011, and 2010
Cash Flows From Operating Activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization expense
Accretion of asset retirement obligation
Common stock issued for services
Common stock payable to directors for services
Impairment of properties, plant and equipment
Deferred income taxes
Change in:
Accounts receivable, net
Inventories
Other current assets
Other assets
Accounts payable
Accrued payroll, taxes and interest
Other accrued liabilities
Deferred revenue
Payables to related parties
Net cash provided by operating activities
Cash Flows From Investing Activities:
Purchase of certificates of deposit
Purchase of properties, plants and equipment
Net cash used by investing activities
Cash Flows From Financing Activities:
Net proceeds from (payments to) factor
Proceeds from sale of common stock
and warrants, net of commissions
Issuance of common stock pursuant to exercise of warrants
Principal payments of long-term debt
Payments received on stock subscription agreements
Change in checks issued and payable
Net cash provided by financing activities
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash (net of amount capitailzed)
Noncash investing and financing activities:
Properties, plants & equipment acquired with long-term debt
Stock issued for subscription receivable
Write-off of uncollectible stock subscriptions
2012
2011
2010
$
(558,536)
$
636,920
$
805,213
472,990
8,040
221,228
-
-
167,107
982,405
(125,376)
(114,321)
(443,730)
186,283
(52,387)
(89,072)
(43,760)
(84,452)
526,419
405,746
-
-
230,004
-
96,442
(693,146)
(923,522)
(37,953)
40,000
584,698
51,425
(100,836)
43,760
83,914
417,452
(244,090)
(3,269,811)
(3,513,901)
(466)
(2,238,975)
(2,239,441)
355,876
-
117,000
-
199,302
(493,000)
(583,653)
54,145
(18,255)
(94,766)
32,467
6,646
(8,357)
(73,022)
7,754
307,350
(395)
(965,524)
(965,919)
(123,053)
146,589
-
4,624,763
60,000
(464,936)
-
(113,908)
3,982,866
1,160,217
-
(124,722)
82,563
113,908
1,378,555
995,384
5,427
1,000,811
$
(443,434)
448,861
5,427
$
799,522
-
(59,270)
203,707
(17,142)
926,817
268,248
180,613
448,861
2,691
$
-
$
5,796
$
1,732,581
-
-
$
234,775
-
-
30,500
180,000
163,730
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
1. Background of Company and Basis of Presentation
AGAU Mines, Inc., predecessor of United States Antimony Corporation ("USAC" or "the Company"), was incorporated in June 1968 as a Delaware corporation to mine
gold and silver. USAC was incorporated in Montana in January 1970 to mine and produce antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC.
In December 1983, the Company suspended its antimony mining operations when it became possible to purchase antimony raw materials more economically from
foreign sources. The principal business of the Company has been the production and sale of antimony products.
During 2000, the Company formed a 75% owned subsidiary, Bear River Zeolite Company ("BRZ"), to mine and market zeolite and zeolite products from a mineral deposit
in southeastern Idaho. In 2001, an operating plant was constructed at the zeolite site and zeolite production and sales commenced. During 2002, the Company acquired
the remaining 25% of BRZ and continued to produce and sell zeolite products.
During 2005, the Company formed a 100% owned subsidiary, Antimonio de Mexico S.A. de C.V. (“AM”), to explore and develop potential antimony properties in Mexico.
During 2006, the Company acquired 100% ownership in United States Antimony, Mexico S.A. de C.V. (“USAMSA”), which became a wholly-owned subsidiary of the
Company.
2. Concentrations of Risk
Sales to Three
Largest Customers
Alpha Gary Corporation
Ampacet Corporation
Kohler Corporation
Polymer Products Inc.
% of Total Revenues
Three Largest
Accounts Receivable
Kohler Corporation
Alpha Gary Corporation
GE Lighting (LPC)
H.B. Chemical Co.
BASF Catalysts LLC
Quantum Remediation
Scutter Enterprises
% of Total Receivables
For the Year Ended
December 31, 2012
3,245,612
$
December 31, 2011
1,771,173
$
December 31, 2010
2,286,938
1,119,055
6,651,605
$
2,941,143
2,887,862
7,600,178
$
$
$
602,980
2,435,978
666,600
3,705,558
58.14%
57.90%
40.80%
December 31, 2012
$
194,005
Year End
December 31, 2011
299,273
$
254,940
252,000
December 31, 2010
62,454
$
226,600
196,810
101,149
41,512
336,666
$
$
806,213
$
485,864
73.80%
64.20%
61.20%
The Company's revenues from antimony sales are strongly influenced by world prices for such commodities, which fluctuate and are affected by numerous factors
beyond the Company's control, including inflation and worldwide forces of supply and demand. The aggregate effect of these factors is not possible to predict accurately.
F-6
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Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
3. Summary of Significant Accounting Policies
Principles of Consolidation
The Company's consolidated financial statements include the accounts of BRZ, USAMSA and AM, all wholly-owned subsidiaries. Intercompany balances and
transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Significant and critical estimates include property, plant and equipment
impairment, accounts receivable allowance, deferred income taxes, environmental remediation liabilities and asset retirement obligations. Actual results could differ from
those estimates.
Reclassifications
Certain reclassifications have been made to the 2011 and 2010 financial statements in order to conform to the 2012 presentation. These reclassifications have no effect
on net income (loss), total assets or stockholders' equity as previously reported.
Cash and Cash Equivalents
The Company considers cash in banks and investments with original maturities of three months or less when purchased to be cash equivalents.
Restricted Cash
Restricted cash at December 31, 2012 and 2011 consists of cash held for reclamation performance bonds, and is held as certificates of deposit with financial institutions.
Accounts Receivable
Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Management provides for probable uncollectible amounts
through an allowance for doubtful accounts. Changes to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs,
collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to
the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received on receivables subsequent to being written off are considered
a bad debt recovery.
Inventories
Inventories at December 31, 2012 and 2011, consisted primarily of finished antimony products, antimony metal, antimony ore, and finished zeolite products that are
stated at the lower of first-in, first-out cost or estimated net realizable value. Finished antimony products, antimony metal and finished zeolite products costs include raw
materials, direct labor and processing facility overhead costs and freight allocated based on production quantity. Since the Company's antimony inventory is a commodity
with a sales value that is subject to world prices for antimony that are beyond the Company's control, a significant change in the world market price of antimony could
have a significant effect on the net realizable value of inventories. The Company periodically reviews its inventories to identify excess and obsolete inventories and to
estimate reserves for obsolete inventories as necessary to reflect inventories at net realizable value.
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
3. Summary of Significant Accounting Policies, continued
Properties, Plants and Equipment
Properties, plants and equipment are stated at historical cost and are depreciated using the straight-line method over estimated useful lives of five to fifteen years.
Vehicles and office equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to seven years. Maintenance and
repairs are charged to operations as incurred. Betterments of a major nature are capitalized. Expenditures for new property
plant, equipment, and improvements that extend the useful life or functionality of the asset are capitalized. The Company capitalized $5,002,392 and $2,473,750 in plant
construction and other capital costs for the years ended December 31, 2012 and 2011, respectively. These amounts include capitalized interest of $14,313 and $10,888,
respectively. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected
in operations.
Management of the Company periodically reviews the net carrying value of all of its long-lived assets. These reviews consider the net realizable value of each asset or
group to determine whether a permanent impairment in value has occurred and the need for any asset write-down. An impairment loss is recognized when the estimated
future cash flows (undiscounted and without interest) expected to result from the use of an asset are less than the carrying amount of the asset. Measurement of an
impairment loss is based on the estimated fair value of the asset if the asset is expected to be held and used.
Translations of Foreign Currencies
All amounts are presented in United States (US) Dollars, and the US Dollar is the functional currency of the Company and its foreign subsidiaries. All transactions are
carried out in US Dollars, or translated at the time of the transaction. There are no accounts carried in foreign currencies that would require translation at year end.
Mineral Rights
The cost to obtain the legal right to explore, extract and retain at least a portion of the benefits from mineral deposits are capitalized as mineral rights in the year of
acquisition. These capitalized costs will be amortized to the statement of operations using the unit of production method when placed into production. Mineral rights are
assessed for impairment when facts and circumstances indicate that the potential for impairment exists. No impairment has been indicated for the years ended
December 31, 2012 or 2011 as a result of this assessment. Mineral rights are subject to write down in the period the property is abandoned.
Exploration and Development
The Company records exploration costs as operating expenses in the period they occur, and capitalizes development costs on discrete mineralized bodies that have
proven reserves in compliance with SEC Industry Guide 7, and are in development or production.
Reclamation and Remediation
All of the Company's mining operations are subject to reclamation and remediation requirements. Minimum standards for mine reclamation have been established by
various governmental agencies. Costs are estimated based primarily upon environmental and regulatory requirements and are accrued. The liability for reclamation is
classified as current or noncurrent based on the expected timing of expenditures. Reclamation differs from an asset retirement obligation in that no associated asset is
recorded in the case of reclamation liabilities.
F-8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
3. Summary of Significant Accounting Policies, continued
It is reasonably possible that because of uncertainties associated with defining the nature and extent of environmental contamination, application of laws and regulations
by regulatory authorities, and changes in remediation technology, the ultimate cost of remediation and reclamation could change in the future. The Company continually
reviews its accrued liabilities for such remediation and reclamation costs as evidence becomes available indicating that its remediation and reclamation liability has
changed.
The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of long-
lived assets, it is probable that such costs will be incurred and they are reasonably estimable. A corresponding asset is also recorded and depreciated over the life of the
assets on a units-of-production basis. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to
reflect changes in the estimated future cash flows underlying the obligation. Determination of any amounts recognized upon adoption is based upon numerous estimates
and assumptions, including future retirement costs, future inflation rates, and the credit-adjusted risk-free interest rates.
Revenue Recognition
Sales of antimony and zeolite products are recorded upon shipment and when title passes to the customer. Prepayments received from customers prior to the time that
products are shipped are recorded as deferred revenue. When the related products are shipped, the amount recorded as deferred revenue is recognized as
revenue. The Company's sales agreements provide for no product returns or allowances.
Sales of precious metals are recognized when pervasive evidence of an arrangement exists, the price is fixed and determinable, the product has been delivered, title has
transferred, and collection is reasonably assured.
Common Stock Issued for Consideration Other than Cash
All transactions in which goods or services are received for the issuance of shares of the Company’s common stock are accounted for based on the fair value of the
consideration received or the fair value of the common stock issued, whichever is more readily determinable.
Income Taxes
Income taxes are accounted for under the liability method. Under this method, deferred income tax liabilities or assets are determined at the end of each period using
the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than
not that some or all of these deferred tax assets will not be realized.
The Company applies generally accepted accounting principles for recognition of uncertainty in income taxes and prescribing a recognition threshold and measurement
attribute for the recognition and measurement of a tax position taken or expected to be taken in a tax return.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is based on management’s regular evaluation of individual customer’s receivables and consideration of a customer’s financial
condition and credit history. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when
received. Interest is not charged on past due accounts.
F-9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
3. Summary of Significant Accounting Policies, continued
Income (Loss) Per Common Share
Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of
potentially dilutive common stock equivalents, including warrants to purchase the Company's common stock and convertible preferred stock. Management has
determined that the calculation of diluted earnings per share for the years ended December 31, 2012, 2011 and 2010, adds none, 525,827 and 221,361 shares,
respectively, to basic weighted average shares, related to common stock purchase warrants. Shares related to warrants and convertible preferred stock was not added
to the weighted average of common stock for 2012 because the results would have been anti-dilutive.
As of December 31, 2012, 2011 and 2010, the remaining potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share are
as follows:
Warrants
Convertible preferred stock
Total possible dilution
Fair Value of Financial Instruments
December 31,
2012
1,934,667
1,751,005
3,685,672
December 31,
2011
December 31,
2010
74,173
1,751,005
1,825,178
503,639
1,751,005
2,254,644
The Company’s financial instruments include cash and cash equivalents, restricted cash and long-term debt. The carrying value of certificates of deposit, restricted cash,
and long-term debt approximates fair value based on the contractual terms of those instruments.
Fair Value Measures
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair
value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC
820 prioritizes the inputs into three levels that may be used to measure fair value:
• Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
• Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or
liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived
valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
• Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets
or liabilities.
F-10
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
3. Summary of Significant Accounting Policies, continued
The table below sets forth our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2012 and 2011, respectively,
and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category.
Assets:
Cash and cash equivalents
Certificates of deposit
Restricted cash
4. Accounts Receivable and Due to Factor
2012
1,000,811
243,616
75,251
$
$
$
2011
5,247
-
74,777
$
$
$
Input
Hierarchy
Level
Level I
Level I
Level I
The Company factors designated trade receivables pursuant to a factoring agreement with LSC Funding Group L.C., an unrelated factor (the “Factor”). The agreement
specifies that eligible trade receivables are factored with recourse. Selected trade receivables are submitted to the factor, and receive 85% of the face value of the
receivable by wire transfer. Upon payment by the customer, the remainder of the amount due is received from the factor, less a one-time servicing fee of 2% for the
receivables factored. This servicing fee is recorded on the consolidated statement of operations in the period of sale to the factor.
Trade receivables assigned to the Factor are carried at the original invoice amount less an estimate made for doubtful accounts. Under the terms of the recourse
provision, the Company is required to reimburse the Factor, upon demand, for factored receivables that are not paid on time. Accordingly, these receivables are
accounted for as a secured financing arrangement and not as a sale of financial assets.
Receivables, net of allowances, are presented as current assets and we present the amount potentially due to the Factor as a secured financing in current liabilities.
Accounts Receivble
Accounts receivable - non factored
Accounts receivable - factored with recourse
less allowance for doubtful accounts
Accounts receivable - net
December 31,
2012
$
$
432,500
27,690
(4,031)
456,159
$
$
December 31,
2011
1,299,575
146,589
(7,600)
1,438,564
The factoring agreement requires the Company to pay a financing fee equal to 2% of the face amount of receivables sold. Factoring fees paid by the Company during
the years ended December 31, 2012, 2011 and 2010 were $78,100, $154,206, and $119,107, respectively. For the years ended December 31, 2012, 2011, and 2010,
net accounts receivable of approximately $ 3.80 million, $7.39 million, and $5.96 million, respectively, were sold under the agreement.
Proceeds from the sales were used to fund inventory purchases and operating expenses. The agreement is for a term of one year with automatic renewal for additional
one-year terms.
F-11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
5. Inventories
The major components of the Company's inventories at December 31, 2012 and 2011 were as follows:
2012
2011
Antimony Metal
Antimony Oxide
Antimony Concentrates
Antimony Ore
Total antimony
Zeolite
$
$
$
152,821
295,613
46,008
500,192
994,634
197,555
1,192,189
$
152,026
180,404
644,113
976,543
90,270
1,066,813
At December 31, 2012 and 2011, antimony metal consisted principally of recast metal from antimony-based compounds, and metal purchased from foreign
suppliers. Antimony oxide inventory consisted of finished product oxide held at the Company's plant. Antimony concentrates and ore was held primarily at sites in Mexico
and is essentially raw material, carried at cost. The Company's zeolite inventory consists of salable zeolite material held at BRZ's Idaho mining and production facility,
and is carried at cost.
we were over paying for direct shipping ore. We
As we processed purchased ore from our inventory n Mexico, we became aware that, due to analytical problems,
received credits from some of our Mexican ore suppliers for previously purchased ore. As part of the negotiations, we exercised our option to purchase the Soyatal mine
properties for approximately $1.3MM. We are obligated to make payments of $200,000 annually through 2018, and a final payment of $100,000 is due in 2019. This
obligation is recorded in long-term debt as Soyatal Mine. We have credits of approximately $342,000 recorded in other assets for advances to the previous Soyatal
operator which can be used as a payment on our debt at a rate of $100,000 per year, or offset from future ore purchase payments which may become due to the
suppliers.
6. Properties, Plants and Equipment
The major components of the Company's properties, plants and equipment at December 31, 2012 and 2011 are shown below. Approximately $1.4 million and $1.6
million of capitalized costs at December 31, 2012 and 2011, respectively, related primarily to the construction of an antimony mill in Mexico, have not yet been placed in
service and, therefore, have not been subject to depreciation for those years.
During 2010 the Company incurred an impairment charge of $199,302 on certain constructed assets at its Cal Los Arcos Mexican mill site because it was determined
that the mill site was no longer viable. Assets such as installation costs and concrete work that were unable to be transported to the new mill site at Corral Blanco were
deemed to be impaired and therefore written off.
F-12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
6. Properties, Plants and Equipment, continued
Antimony
Equipment
Buildings
Mineral rights
Land and Other
Accumulated depreciation
Total Antimony, net
Zeolite
Equipment
Buildings
Accumulated depreciation
Total Zeolite, net
2012
2011
$
$
3,762,238
1,219,025
786,087
5,942,853
11,710,203
(2,850,722)
8,859,481
1,936,038
1,054,311
635,011
3,394,174
7,019,534
(2,597,878)
4,421,656
2,397,119
818,538
3,215,657
(1,498,732)
1,716,925
2,125,748
788,913
2,914,661
(1,289,313)
1,625,348
Properties, plants and equipment, net
$ 10,576,406
$
6,047,004
During 2011, the Company assessed the obligation for removal and remediation costs relating to its plants and mine in Mexico. Management assigned a cost to the
expected work involved in complying with the requirements of the Mexico operating permits. Management applied, based on a 20 year life, a cost inflation factor, and
then discounted that cost to a current net present value based on a discount rate of 6% (management’s estimate of its credit-adjusted interest rate). Management
determined a future cost in 2031 of approximately $430,000 with a net present value of $142,040.
Asset Retirement Obligation
Balance December 31, 2010
Incurred during 2011
Balance December 31, 2011
Accretion during 2012
Balance December 31, 2012
$
$
-
134,000
134,000
8,040
142,040
The asset retirement obligation liability is combined with reclamation obligations for Idaho and Montana operations of $107,500 at December 31, 2012.
F-13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
7. Long-Term Debt:
Long-Term debt at December 31, 2012 and 2011, is as follows:
Note payable to Thermo Fisher Financial Co., bearing interest
at 5.67%; payable in monthly installments of $3,522; maturing
September 2013; collateralized by equipment.
Note payable to Thermo Fisher Financial Co., bearing interest
at 8.54%; payable in monthly installments of $2,792; maturing
December 2013; collateralized by equipment.
Note payable to Stearns Bank, bearing interest
at 6.9%; payable in monthly installments of $3,555; maturing
December 2014; collateralized by equipment.
Note payable to Western States Equipment Co., bearing interest
at 6.15%; payable in monthly installments of $2,032; maturing
June 2015; collateralized by equipment.
Note payable to CNH Capital America, LLC, bearing interest
at 4.5%; payable in monthly installments of $505; maturing
June 2013; collateralized by equipment.
Note payable to Catepillar Financial, bearing interest at 5.95%;
payable in monthly installments of $827; maturing September 2015;
collateralized by equipment.
Note payable to GE Capital, bearing interest at 2.25%; payable in
monthly installments of $359; maturing July 2013; collateralized by
equipment.
Note payable toDe Lage Landen Financial Services
bearing interest at 5.30%; payable in monthly installments of $549;
maturing March 2016; collateralized by equipment.
Note payable to Phyllis Rice, bearing interest
at 1%; payable in monthly installments of $2,000; maturing
March 2015; collateralized by equipment.
Note payable to De Lage Landen Financial Services,
bearing interest at 5.12%; payable in monthly installments of $697;
maturing December 2014; collateralized by equipment.
Note payable to Catepillar Financial, bearing interest
at 6.15%; payable in monthly installments of $766; maturing
August 2014; collateralized by equipment.
Note payable to De Lage Landen Financial Services,
bearing interest at 5.28%; payable in monthly installments of $709;
maturing June 2014; collateralized by equipment.
Note payable for Corral Blanco Land, bearing interest at 6.0%,
due May 1, 2013; collateralized by land
Note payable for Soyatal Mine, 7.0 % interest,
annual payments of $200,000 through 2019;
Less Current portion
Non-Current portion
F-14
2012
2011
$
34,310 $
30,708
79,500
-
-
-
56,390
77,040
3,478
8,648
25,823
-
2,847
6,531
19,629
-
55,365
80,882
16,496
19,229
14,535
21,990
12,235
23,529
86,747
1,067,431
1,505,494
(461,354)
1,044,140 $
-
-
237,849
(79,631)
158,218
$
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
7. Long-Term Debt, continued
At December 31, 2102, principal payments on debt are due as follows:
Year Ending December 31,
2013
2014
2015
2016
2017
2018
2019
8. Stockholders' Equity
Issuance of Common Stock for Cash
$
461,354
259,360
181,995
159,551
168,974
180,802
93,458
$ 1,505,494
In 2012, 2011, and 2010, the Company sold an aggregate of 2,281,599, 3,041,918, and 3,492,302 shares, respectively, of its unregistered common stock to existing
stockholders and other parties for $4,624,76, $1,160,217, and $799,522 respectively. In connection with sales of the Company’s common stock in 2012 and 2010,
1,734,667 and 350,000 warrants, respectively, to purchase shares of the Company’s common stock were issued. No warrants to purchase shares of the Company’s
common stock were granted in 2011.
Issuance of Common Stock for Services and Property
During the year ended 2012, we issued 100,000 shares to Herbert Denton for services provided related to the private issuance of stock in January and June of
2012. The value of the shares issued to Mr. Denton was treated as a cost of issuance and was deducted from proceeds received. We also issued 165,827 shares to
Directors for services, with a total value at time of issuance of $451,232. $211,818 was an expense for 2012, $230,004 was the expense for 2011, and $9,410 is being
carried as prepaid directors’ fees.
During 2011, the Company declared, but did not issue 95,835 shares of unregistered common stock to be paid to its directors for services, having a fair value of
$230,004, based on the current stock price at the date declared. This expense was classified with general and administrative expense in the consolidated statement of
operations. Shares were issued subsequent to December 31, 2011, and are therefore included as stock payable to directors as of that date.
During 2010, the Company awarded 130,000 shares of unregistered common stock to its directors for services, having a fair value of $67,600, based on the current stock
price at the date of grant. The expense is classified as general and administrative expense in the consolidated statement of operations.
Common Stock Warrants
The Company's Board of Directors has the authority to issue stock warrants for the purchase of preferred or unregistered common stock to directors and employees of
the Company.
F-15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
8. Stockholders' Equity, continued
Transactions in common stock warrants are as follows:
Balance, December 31, 2010
Warrants exercised
Balance, December 31, 2011
Warrants issued
Warrants exercised
Warrants expired
Balance, December 31, 2012
The above common stock warrants
expire as follows:
Year ended December 31:
2013
2014
2015
Thereafter
Preferred Stock
Number of
Warrants
725,000 $
(125,000) $
600,000 $
1,734,667 $
(250,000) $
(150,000) $
1,934,667 $
Exercise
Prices
.20 - $.75
.30 - $.40
.30 - $.60
2.50 - $4.50
.30 - $2.50
.30 - $.40
.25 - $4.50
50,000
1,157,750
476,917
250,000
1,934,667
The Company's Articles of Incorporation authorize 10,000,000 shares of $0.01 par value preferred stock available for issuance with such rights and preferences,
including liquidation, dividend, conversion, and voting rights, as the Board of Directors may determine.
Series B
During 1993, the Board established a Series B preferred stock, consisting of 750,000 shares. The Series B preferred stock has preference over the Company's common
stock and Series A preferred stock; has no voting rights (absent default in payment of declared dividends); and is entitled to cumulative dividends of $0.01 per share per
year, payable if and when declared by the Board of Directors. In the event of dissolution or liquidation of the Company, the preferential amount payable to Series B
preferred stockholders is $1.00 per share plus dividends in arrears. No dividends have been declared or paid with respect to the Series B preferred stock. The Series B
Preferred stock is no longer convertible to shares of the Company’s common stock. At December 31, 2012 and 2011, cumulative dividends in arrears on the outstanding
Series B shares were $135,000 and $127,500, respectively.
Series C
During 2000, the Board established a Series C preferred stock, consisting of 205,996 shares. In 2002, 28,092 shares were converted to common stock and cancelled,
leaving 177,904 Series C preferred shares authorized and outstanding. The Series C preferred stock has preference over the Company’s common stock and has voting
rights equal to that number of shares outstanding, but no conversion or dividend rights. In the event of dissolution or liquidation of the Company, the preferential amount
payable to Series C preferred stockholders is $0.55 per share.
F-16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
8. Stockholders' Equity, continued
Series D
During 2002, the Board established a Series D preferred stock, authorizing the issuance of up to 2,500,000 shares. The Series D preferred stock has preference over
the Company’s common stock but is subordinate to the liquidation preferences of the holders of the Company’s outstanding Series A, Series B and Series C preferred
stock. Series D preferred stock carries voting rights and is entitled to annual dividends of $0.0235 per share. The dividends are cumulative and payable after payment
and satisfaction of the Series A, B and C preferred stock dividends. No dividends have been declared or paid with respect to the Series D preferred stock. At December
31, 2012 and 2011, cumulative dividends in arrears on the 1,751,005 outstanding Series D shares were $ 378,069 and $336,920, respectively, payable if and when
declared by the Board of Directors. In the event of dissolution or liquidation of the Company, the preferential amount payable to Series D preferred stockholders is $2.50
per share. At December 31, 2012 and 2011, the liquidation preference for Series D preferred stock was $4,755,069 and $4,377,513, respectively. Holders of the Series
D preferred stock have the right, subject to the availability of authorized but unissued common stock, to convert their shares into shares of the Company's common stock
on a one-to-one basis without payment of additional consideration and are not redeemable unless by mutual consent. The majority of Series D preferred shares are held
by John Lawrence, president of the Company.
9. 2000 Stock Plan
In January 2000, the Company's Board of Directors resolved to create the United States Antimony Corporation 2000 Stock Plan ("the Plan"). The purpose of the Plan is
to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to employees, directors and consultants of
the Company to promote the success of the Company's business. The maximum number of shares of common stock or options to purchase common stock that may be
issued pursuant to the Plan is 500,000. At December 31, 2012 and 2011, 300,000 shares of the Company's common stock had been issued under the Plan. There were
no issuances under the Plan during 2012 and 2011.
10. Income Taxes
The Company’s income tax provision (benefit) for the years ending December 31, 2012, 2011, and 2010, are as follows:
Federal
Current
Deferred
Total
State
Current
Deferred
Total
Foreign
Total provision (benefit)
2012
2011
2010
- $
151,915
151,915 $
- $
87,675
87,675 $
-
(448,182)
(448,182)
- $
15,192
15,192 $
9,168 $
8,767
17,935 $
-
(44,818)
(44,818)
- $
- $
-
167,107 $
105,610 $
(493,000)
$
$
$
$
$
$
F-17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
10. Income Taxes, continued
Domestic and foreign components of income (loss) from operations before income taxes for the years ended December 31, 2012, 2011, and 2010 are as follows:
Domestic
Foreign
Total
At December 31, 2012 and 2011, the Company had net deferred tax assets as follows:
2012
301,391 $
(692,820)
(391,429) $
2011
1,342,530 $
(600,000)
742,530 $
2010
890,101
(577,888)
312,213
$
$
Deferred tax asset:
Property, plant, and equipment
Other
Foreign exploration costs
Foreign net operating loss carryforward
Foreign property, plant, and equipment
Federal and state net net operating
loss carry forward
Deferred tax asset
Valuation allowance (foreign)
Valuation allowance (federal)
Total deferred tax asset
Deferred tax liability:
Property, plant, and equipment
Total deferred tax liability
Net Deferred Tax Asset
$
2012
2011
- $
11,151
208,855
374,110
217,887
39,824
851,827
(605,496)
-
246,331
79,164
2,926
249,309
390,000
65,159
786,558
(390,000)
-
396,558
(16,880)
(16,880)
-
-
$
229,451 $
396,558
Existing and forecasted pretax earnings for financial reporting purposes are sufficient to generate the estimated required future taxable income required to realize the
recognized federal net deferred tax asset as of December 31, 2012.
At December 31, 2012, the Company has United States net operating loss carry forwards of approximately $68,000 that expire at various dates between 2026 and
2029. In addition, the company has unexpired Montana state net operating loss carry forwards of approximately $382,000 which expire between 2013 and 2019, and
unexpired Idaho state net operating loss carry forwards of approximately $165,000, which expire in 2032. The company has approximately $1.3 million of Mexican net
operating loss carry forwards which expire between 2019 and 2022.
F-18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
10. Income Taxes, continued
The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income (loss) for the years
ended December 31, 2012, 2011 and 2010 due to the following:
Computed expected tax provision (benefit)
Effect of permanent differences
Foreign taxes
Other(1)
Increase in valuation allowance
Release of valuation allowance
Total
$
$
2012
(137,000)
-
34,641
61,770
207,696
-
167,107
2011
259,886
4,662
24,000
126,062
-
(309,000)
105,610
-35.0% $
0.0%
8.9%
15.8%
53.1%
0.0%
42.7% $
2010
106,000
30,000
-
-
-
(629,000)
(493,000)
35.0% $
0.6%
3.2%
17.0%
-
-41.6%
14.2% $
34.0%
9.6%
-
-
-
-202.0%
-158.4%
(1) Meals and entertainment, effect of state taxes, change of prior year estimate, and rate differential, as management has refined their estimate to 38.5% in 2011.
During the years ended December 31, 2012, 2011, and 2010, there were no material uncertain tax positions taken by the Company. The Company United States income
tax filings are subject to examination for the years 2010 through 2012, and 2011 and 2012 in Mexico. In the event that the Company is assessed penalties and or interest,
penalties will be charged to other operating expense and interest will be charged to interest expense.
11. Related-Party Transactions
Amounts due to (due from) related parties at December 31, 2012 and 2011 were as follows:
Payable to officer for antimony ore
$
- $
54,131
2012
2011
John C. Lawrence, president and director(1)
Net related party liabilities
$
17,522
17,522 $
47,843
101,974
(1)Transactions affecting the payable to Mr. Lawrence during 2012, 2011 and 2010 were as follows:
2012
2011
Balance, beginning of year
Aircraft rental charges
Payments and advances, net
Balance, end of year
$
$
$
47,843
74,490
(104,811)
$
17,522
18,060 $
86,058
(56,275)
47,843 $
2010
8,394
129,177
(119,511)
18,060
In addition to transactions described above, during 2012, 2011, and 2010, the Company had the following transactions with related parties:
Members of the audit committee received $24,000 in cash for 2011.
During 2012, 2011, and 2010, the Company paid $89,204, $107,359, and $55,469, respectively, to a director for development of Mexican mill sites and consulting
fees.
A director of the Company acted on behalf of the Company as laison to Mexican officials through the year ended 2011. During the years ended December 31, 2011
and 2010, fees and expenses to this director were $37,083 and $32,000, respectively.
F-19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
11. Related-Party Transactions, continued
Royalty expense, based on sales of zeolite, of $61,678, $45,515, and $54,587, was incurred for the years ended December 31, 2012, 2011 and 2010, respectively, to
a company controlled by the estate of Al Dugan, formerly a significant stockholder and the father of a former director.
12. Commitments and Contingencies
In 2005, AM signed an option agreement that gives AM the exclusive right to explore and develop the San Miguel I and San Miguel II concessions for an annual payment
of $50,000, and an option to purchase payment of $100,000 annually. Total payments will not exceed $1,430,344, reduced by taxes paid. During the years ended
December 31, 2012, 2011, and 2010, $86,956, $186,956, and $186,956, respectively, was paid or accrued and capitalized as mineral rights in accordance with the
Company’s accounting policies.
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, and has accrued $0 and$27,503 in other accrued liabilities as of December 31, 2012, and 2011, respectively,
related to these settled claims.
13. Business Segments
The Company has two operating segments, antimony and zeolite. Management reviews and evaluates the operating segments exclusive of interest and factoring
expenses. Therefore, interest and factoring expense is not allocated to the segments.
The Madero smelter at the Company’s Mexico operation brings antimony up to an intermediate stage, which must then be shipped to the United States operation for
finishing.
Segment disclosures regarding sales to major customers and for inventories are located in Notes 2 and 5, respectively.
Capital expenditures:
Antimony
United States
Mexico
Subtotal Antimony
Zeolite
Total
Revenues:
Antimony
Zeolite
Total
For the year ended
December 31,
2012
December 31,
2011
December 31,
2010
$
$
288,364 $
4,385,983
4,674,347
328,045
5,002,392 $
160,536 $
1,988,345
2,148,881
324,869
2,473,750 $
31,300
927,131
958,431
36,300
994,731
For the year ended
December 31,
2012
December 31,
2011
December 31,
2010
$
9,401,003 $ 11,074,449 $
2,043,641
2,641,699
$ 12,042,702 $ 13,118,090 $
6,657,369
2,415,955
9,073,324
F-20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Table of Contents
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2012, 2011 and 2010
13. Business Segments, continued
Gross profit:
Antimony
Zeolite
Total
Depreciation and
amortization:
Antimony
Zeolite
Total
Total Assets:
Antimony
United States
Mexico
Subtotal Antimony
Zeolite
Total
For the year ended
December 31,
2012
December 31,
2011
December 31,
2010
$
$
672,939 $
361,961
1,034,900 $
1,556,013 $
118,185
1,674,198 $
903,560
470,172
1,373,732
For the year ended
December 31,
2012
December 31,
2011
December 31,
2010
$
$
263,214 $
209,776
472,990 $
199,515 $
206,231
405,746 $
141,421
187,068
328,489
As of
December3 1,
2012
As of
December 31,
2011
$
3,941,460 $
8,166,318
12,107,778
2,335,130
$ 14,442,908 $
2,387,425
4,291,187
6,678,612
2,461,505
9,140,117
F-21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
I, John C. Lawrence, certify that:
CERTIFICATION
(1) I have reviewed this annual report on Form 10-K of United States Antimony Corporation.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of
Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 18, 2013
John C. Lawrence, President, and Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.2
I, Daniel L. Parks, certify that:
CERTIFICATION
(1) I have reviewed this annual report on Form 10-K of United States Antimony Corporation.
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of
Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 18, 2013
Daniel L. Parks, Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.3
I, Alicia Hill, certify that:
(1) I have reviewed this annual report on Form 10-K of United States Antimony Corporation.
CERTIFICATION
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
(5) I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of
Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: March 18, 2013
Alicia Hill, Controller
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, John C. Lawrence, director and president of United States Antimony Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
2.
This Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the "report"), fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 32.1
Date: March 18, 2013
John C. Lawrence
President and Director
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Daniel L. Parks, Chief Financial Officer of United States Antimony Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
2.
This Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the "report"), fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 32.2
Date: March 18, 2013
Daniel L. Parks
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO THE SARBANES-OXLEY ACT
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Alicia Hill, Controller of United States Antimony Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to my knowledge:
1.
2.
This Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission (the "report"), fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Exhibit 32.3
Date: March 18, 2013
Alicia Hill
Controller
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.