10-K 1 usac_10k.htm ANNUAL REPORT Blueprint
 
 

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, 2016
 
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period __________ to __________
 
Commission file number 001-08675
 
UNITED STATES ANTIMONY CORPORATION
(Exact name of registrant as specified in its charter)
 
Montana
 
81-0305822
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
P.O. Box 643, Thompson Falls, Montana
59873
(Address of principal executive offices)
(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
 ☐
 Accelerated Filer
 ☐
 Non-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 ☐ 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 $11,420,775 as of June 30, 2016.
 
At March 31, 2017, the registrant had 67,488,153 outstanding shares of par value $0.01 common stock.
 

 
 
 
UNITED STATES ANTIMONY CORPORATION
2016 ANNUAL REPORT
 
TABLE OF CONTENTS
 
PART I
 
ITEM 1.
DESCRIPTION OF BUSINESS
 4
 
General
4
 
History
4
 
Overview-2016
4
 
Antimony Division
5
 
Zeolite Division
7
 
Environmental Matters
8
 
Employees
9
 
Other
9
 
 
 
ITEM 1A.
RISK FACTORS
 9
 
 
 
ITEM 1B.
UNRESOLVED STAFF COMMENTS
10
 
 
 
ITEM 2.
DESCRIPTION OF PROPERTIES
10
 
Antimony Division
10
 
Zeolite Division
16
 
 
 
ITEM 3.
LEGAL PROCEEDINGS
19
 
 
 
ITEM 4.
MINE SAFETY DISCLOSURES
20
 
 
 
PART II
 
 
 
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
20
 
 

ITEM 6.
SELECTED FINANCIAL DATA
20
 
 
 
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 20
 
 
2
 
 
 
 

ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 27
 
 

ITEM 7B.
CRITICAL ACCOUNTING ESTIMATES

 
 
 
ITEM 8.
FINANCIAL STATEMENTS
27
 
 
 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 27
 
 
 
ITEM 9A.
CONTROLS AND PROCEDURES
27
 
 
 
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
 29
 
 
 
ITEM 11.
EXECUTIVE COMPENSATION
31
 
 
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 32
 
 

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
34
 
 
 
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICE
35
 
 
 
PART IV
 
 
 
ITEM 15.
EXHIBITS AND REPORTS ON FORM 8-K
36
 
 
 
SIGNATURES
 
40
 
 
 
CERTIFICATIONS
 

 
 

FINANCIAL STATEMENTS  
F1 - F22
 
 
3
 
 
PART I
 
General
 
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. 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
 
The year 2016 marked a turnaround for USAC in spite of the lowest antimony prices in seven years. Although the volume of antimony sold (metal contained) increased 18% to a record of 2,936,880 pounds in 2016 from 2,487,321 pounds in 2015, a decrease in the average sales price of antimony (metal contained basis) of approximately $0.99 per pound saw our gross sales of antimony decrease by $1,119,763 (11%). The antimony division had a negative EBIDTA of $459,100 for 2016. Without a positive adjustment of $914,770, the EBIDTA for 2015 would have been a negative $1,553,359. Our loss from antimony increased from a loss of $1,349,934 in 2015 to a loss of $1,543,107 in 2016. Without the adjustment of $914,770 in 2015, the 2015 loss would have been $2,264,704. During 2016, the increase in sales of our antimony products (approximately 450,000 pounds) from 2015 was due to an increase in volume of raw material received from our Canadian supplier and from concentrates received from Hillgrove Mines of Australia. For our Mexican operations, we processed approximately 1,220,000 pounds of antimony from Hillgrove, and approximately 366,000 pounds from our Mexican properties. This resulted in approximately 1,514,000 pounds of finished antimony product sold. The raw material received from our Mexican properties increased from approximately 198,000 pounds in 2015 to 366,000 pounds in 2016 because we processed inventoried material from our Mexican properties.
 
Zeolite Sales
 
Our sales volume of zeolite in 2016 was 2,758 tons less than we sold in 2015, a decrease of 17%. Our average sales price increased by approximately $15 per ton, from $173.17 in 2015 per ton to $188.17 per ton in 2016 (9%). The increase in price was primarily because sales for 2015 contained higher volume, lower priced products. During 2016, total sales of zeolite decreased approximately $280,000 from 2015, and the profit decreased from $511,403 in 2015 to $233,907 in 2016, approximately $277,000.
 
 
4
 
 
Precious Metals Sales
 
Precious Metals Sales Silver/Gold
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Montana
 
2012
 
 
2013
 
 
2014
 
 
2015
 
 
2016
 
Ounces Gold Shipped (Au)
  102.32 
  59.74 
  64.77 
  89.12 
  108.10 
Ounces Silver Shipped (Ag)
  20,237.70 
  22,042.46 
  29,480.22 
  30,420.75 
  38,123.46 
Revenues
 $647,554 
 $347,016 
 $461,083 
 $491,426 
 $556,650 
Mexico
    
    
    
    
    
Ounces Gold Shipped (Au)
    
  1.780 
    
    
    
Ounces Silver Shipped (Ag)
    
  1,053.240 
    
    
    
Revenues
    
 $22,690 
    
    
    
Australian - Hillgrove
    
    
    
    
    
Ounces Gold Shipped (Au)
    
    
    
    
  496.65 
Revenues - Gross
    
    
    
    
 $597,309 
Revenues to Hillgrove
    
    
    
    
  (481,088)
Revenues to USAC
    
    
    
    
 $116,221 
 
    
    
    
    
    
 Total Revenues
 $647,554 
 $369,706 
 $461,083 
 $491,426 
 $672,871 
 
Antimony Division
 
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 2016, and since 1983, we relied 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 in Mexico but we are still depending on foreign companies for raw material in the future. We expect more raw materials from our own properties for 2017 and later years. We continue working with suppliers in North America, Central America, Europe, Australia, and South America.
 
We currently own 100% of the common stock, equipment, and the leases 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 concession of the Los Juarez property. USAMSA has three divisions (1) the Madero smelter in Coahuila, (2) the Puerto Blanco flotation mill and oxide circuit in Guanajuato that is ramping up for 2017, and (3) mining properties that include the Los Juarez mineral deposit with concessions in Queretaro, the Wadley mining concession in San Luis Potosi, the Soyatal deposits in Queretaro, and the Guadalupe properties in Zacatecas.
 
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 polyethylene pthalate 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.
 
 
5
 
 
We estimate (but have not independently confirmed) that our present share of the domestic market and international market for antimony oxide products is approximately 4% and less than 1%, respectively. We are the only significant U.S. producer of antimony products, while China supplies 92% of the world antimony demand. We believe we are competitive both domestically and world-wide due to the following:
 
We have a reputation for quality products delivered on a timely basis.
We have two of the three operating antimony smelters in North and Central 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 materials from our own mines, mills, and smelter in Mexico, along with the raw materials 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 six year schedule of our antimony sales:
 
  
Schedule of Antimony Sales
 
 
Year
 
 
Lbs Metal Contained
 
 
$
 
 
Average Price/Lb
 
2016
  2,936,880 
 $8,744,170 
 $2.98 
2015
  2,487,321 
 $9,863,933 
 $3.97 
2014
  1,727,804 
 $8,132,410 
 $4.71 
2013
  1,579,182 
 $8,375,158 
 $5.30 
2012
  1,403,210 
 $8,753,449 
 $6.24 
2011
  1,401,423 
 $10,406,636 
 $7.43 
 
Concentration of Sales:
 
During the two years ended December 31, 2016, the following sales were made to our three largest customers:
 

 
  For the Year Ended      
 
Sales to Largest Customers
 
December 31,
2016
 
 
December 31,
2015
 
Mexichem Specialty Compounds Inc.
 $2,108,998 
 $3,142,586 
East Penn Manufacturing Inc
  1,147,854 
  1,236,250 
Kohler Corporation
  1,474,854 
  1,736,914 
 
 $4,731,706 
 $6,115,750 
% of Total Revenues
  39.80%
  46.70%
 
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.
 
 
6
 
 
 
 
       Lbs of Antimony Contained 
 
 
 
 
 
 
 
 
 
USAC
 
 
 
USA
 
 
Rotterdam
 
 
Sales
 
 
 
Average
 
 
Average
 
 
Average
 
Year
 
 Price/Lb
 
 
 Price/Lb
 
 
Price/Lb
 
2016
 $2.99 
 $2.94 
 $2.98 
2015
 $3.41 
 $3.32 
 $3.97 
2014
 $4.40 
 $4.31 
 $4.71 
2013
 $4.73 
 $4.78 
 $5.30 
2012
 $5.86 
 $5.71 
 $6.24 
2011
 $6.97 
 $7.05 
 $7.43 
 
A six year price range of our sales prices for antimony oxide and antimony metal, per pound, was as follows:
 
 
 
Oxide
 
 
Metal
 
 
Combined
 
 
 
Average
 
 
Average
 
 
Average
 
Year
 
Price/Lb
 
 
Price/Lb
 
 
Price/Lb
 
2016
 $3.11
 
 $2.62
 
 $2.98
 
2015
 $3.34 
 $3.71 
 $3.96 
2014
 $4.00 
 $4.18 
 $4.71 
2013
 $4.41 
 $4.69 
 $5.30 
2012
 $5.14 
 $5.58 
 $6.24 
2011
 $6.16 
 $7.42 
 $7.43 
 
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 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, and Australia.
 
Zeolite Division
 
We own 100% of Bear River Zeolite Company, (BRZ), an Idaho corporation that was 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 $3,846,000 to purchase and construct the processing plant as of December 31, 2016.
 
We have no "proven reserves" or "probable reserves" of zeolite, as these terms are defined by the Securities and Exchange Commission.
 
 
7
 
 
"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 180-220 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 agricultural crops
 
● 
Water Filtration. Zeolite is used for particulate, heavy metal and ammonium removal in swimming pools, municipal water systems, fisheries, fish farms, and aquariums.
 
● 
Sewage Treatment. Zeolite is used in sewage treatment plants to remove nitrogen and as a carrier for microorganisms.
 
● 
Nuclear Waste and Other Environmental Cleanup. Zeolite has shown a strong ability to selectively remove strontium, cesium, radium, uranium, and various other radioactive isotopes from solution. Zeolite can also be used for the cleanup of soluble metals such as mercury, chromium, copper, lead, zinc, arsenic, molybdenum, nickel, cobalt, antimony, calcium, silver and uranium.
 
● 
Odor Control. A major cause of odor around cattle, hog, and poultry feed lots is the generation of the ammonium in urea and manure. The ability of zeolite to absorb ammonium prevents the formation of ammonia gas, which disperses the odor.
 
● 
Gas Separation. Zeolite has been used for some time to separate gases, to re-oxygenate downstream water from sewage plants, smelters, pulp and paper plants, and 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 scours, 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.
 
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.
 
 
8
 
 
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, 2016 and 2015, 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 remains unchanged at December 31, 2016.
 
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, 2016. 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.
 
Employees
 
As of December 31, 2016, we employed 27 full-time employees in Montana. In addition, we employed 16 people at our zeolite plant in Idaho, and more than 60 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 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 un-asserted 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.
 
 
9
 
 
We have accruals for asset retirement obligations and environmental obligations.
 
We have accruals totaling $265,782 on our balance sheet at December 31, 2016, 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.
 
Item 1B Unresolved Staff Comments
 
Not Applicable
 
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).
 
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.
 
We claim no reserves on any of these properties.
 
 
 
10
 
 
 
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.
 
MINERAL PROPERTIES
LOS JUAREZ GROUP
 
We hold properties that are collectively called the “Los Juarez” property, in Queretaro, as follows:
 
1.
San Miguel I and II were purchased by a USAC subsidiary, Antimonio de Mexico, S. A. de C. V (AM), for $1,480,500. As of December 31, 2016, we have paid for the property, and have incurred significant permitting costs. The property consists of 40 hectares.
2.
San Juan I and II are concessions owned by AM and include 466 hectares.
3.
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.
 
The concessions collectively constitute 720 hectares. The claims are accessed by roads that lead to highways.
 
 
 
11
 
 
 
 
12
 
 
Part of the USAC Mexican property, including San Miguel I, II and part of San Juan III, was originally drilled by the Penoles Company 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 report 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 we claim no reserves.
 
 
The mineralized zone is a classic jasperoid-type deposit in the Cretaceous El Doctor Limestone. The mineralization is confined to silicified jasperiod pipes intruded upwards into 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.
 
 
13
 
 
SOYATAL MINING DISTRICT, PINAL DE AMOLES, QUERETARO, MEXICO
 
Soyatal
 
On October 30, 2009, the Company entered into a supply agreement with the owners of the Soyatal concessions similar to that of Guadalupe. During the term of the supply agreement the Company funded certain of Soyatal’s equipment purchases, tax payments, labor costs, milling and trucking costs, and other expenses incurred in the Soyatal mining operations for approximately $140,000. In addition to the advances for mining costs, the Company purchased antimony ore from Soyatal that failed to meet agreed upon antimony metal recoveries and resulted in approximately $320,000 of excess advances paid to Soyatal. On April 4, 2012, the Company negotiated an option to purchase the Soyatal properties for $1,500,000, and made a deposit on the option of $55,000.
 
On August 5, 2013, the Company notified the owners of Soyatal that it was exercising the option to purchase the Soyatal property. The option exercise agreement allowed the Company to apply all amounts previously due the Company (the “Purchase Price Credits”) by Soyatal of $420,411 to the purchase price consideration. At December 31, 2013, the Company had Purchase Price Credits of approximately $325,000 which can be used as payments on the obligation at the rate of $100,000 per year until gone. The Company is obligated to make payments of $200,000 annually through 2020, and a final payment of $100,000 is due in 2021. The debt payable for the Soyatal mine is non-interest bearing. In 2013, the Company recorded the debt and the related Soyatal mine asset by determining the net present value of the contractual stream of payments due using a 6% discount rate. The resulting discount on the Soyatal debt was approximately $212,000 at December 31, 2013, and is netted against the debt payable resulting in a discounted amount of $762,541 at December 31, 2013. The discount is being amortized to interest expense using the effective interest method over the life of the debt.
 
During 2016 and 2015, $39,048 and $88,250 of the discount was amortized to the Soyatal debt, resulting in a discounted amount owed of $776,319 and a remaining debt discount of approximately $84,750 at December 31, 2016. The Company did not make the $100,000 payment due in January of 2015. The Company has been making payments of $5,000 per month that have been informally agreed to by the parties while the future payment terms of the Soyatal debt are negotiated. These payments have been recorded as reductions of long term debt.
 
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.
 
Mr. 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 recovery, primarily through hand mining and sorting methods, has continued at the Soyatal properties since 1943. We do not claim any reserves at Soyatal as defined by the SEC.
 
 
14
 
 
USAMSA PUERTO BLANCO FLOTATION MILL, GUANAJUATO, MEXICO
 
During 2014, cleaner flotation machines were added the flotation mill at San Luis de la Paz (Puerto Blanco), Guanajuato, Mexico. All of the permits to construct and operate the plant have been obtained. The flotation 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 flotation circuit is used for the processing of rock from Los Juarez, Guadalupe, and other properties. We are in the process of installing a 400 metric ton per day flotation mill that will be dedicated to processing ore from our Los Juarez property. The crushing equipment currently in place is adequate for both flotation mills. An oxide circuit was added to the plant in 2013 and 2014 to mill oxide ores from Soyatal and other properties. It includes a vertical shaft impactor, 3 ore bins, 8 conveyors, a 4’ x 6’ high frequency screen, jig, 8 standard concentrating tables, 5 pumps, sand screw and two buildings. The capacity of the oxide circuit is 50 tons per day. During 2016, less than 10% of the mill’s capacity was utilized.
 
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. Seventeen small rotating furnaces (SRF’s) and one large rotating furnace (LRF) with an associated stack and scrubber were permitted and installed by the end of 2015. 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 1.8 MM 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 either sold or 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:
 
 
 
15
 
 
ZEOLITE DIVISION
 
Location
 
This 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 are located on the Webster Farm, L.L.C., which is private land.
 
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 Railroad.
 
The Burlington Northern Railroad can be accessed at Logan, Utah.
 
 Location Map
 
 
 
16
 
 
 
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
 
 
 
17
 
 
 
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 and sandstone 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.
 
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. Breakage is generally good. Initial benches were 20 to 30 foot, and each bench is accessed by a road.
 
 
18
 
 
Haulage is over approximately 4,000 feet 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 being 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 vertical shaft impactor and 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.
 
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 had initiated an action against our prior investor relations consultant asking that he be ordered to desist from contacting any of our shareholders, and restrained from derogatory actions intended to harm our Company’s reputation and causing financial harm to the company. The settlement of our suit resulted in a cash payment of $10,000 and the removal of restrictions on 100,000 shares of common stock previously issued to the prior consultant.
 
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.
 
 
19
 
 
Item 4    Mine Safety Disclosures
 
The information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report.
 
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.
 
2016
 
High
 
 
Low
 
First Quarter
 $0.33 
 $0.17 
Second Quarter
  0.31 
  0.20 
Third Quarter
  0.60 
  0.20 
Fourth Quarter
  0.47 
  0.22 
 
2015
 
High
 
 
Low
 
First Quarter
 $0.91 
 $0.48 
Second Quarter
  1.65 
  0.52 
Third Quarter
  0.79 
  0.35 
Fourth Quarter
  0.46 
  0.24 
 
The approximate number of holders of record of our common stock at March 31, 2017, 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.
 
In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock for services in 2015 with a value of $137,500.
 
In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.
 
During 2016, the Company awarded, but did not issue, common stock with a value at December 31, 2016, of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 in director compensation expense. In March of 2017, at a price of $0.40 per share, the directors were issued 421,875 shares for 2016.
 
Item 6    Selected Financial Data
 
Not Applicable.
 
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.
 
 
20
 
 
Results of Operations by Division
 
 
 
 
 
 
Antimony - Combined USA
 
 
 
 
 
 
   and Mexico
 
2016
 
 
2015
 
Lbs of Antimony Metal USA
  1,422,957 
  1,381,971 
Lbs of Antimony Metal Mexico:
  1,513,923 
  1,105,350 
   Total Lbs of Antimony Metal Sold
  2,936,880 
  2,487,321 
Average Sales Price/Lb Metal
 $2.98 
 $3.97 
Net loss/Lb Metal
 $(0.53)
 $(0.54)
 
    
    
Gross antimony revenue - net of discount
 $8,744,170 
 $9,863,933 
Precious metals revenue
  672,871 
  491,426 
Production costs - USA
  (3,274,100)
  (4,265,840)
Product cost - Mexico
  (3,637,452)
  (4,201,005)
Direct sales and freight
  (484,908)
  (438,582)
General and administrative - operating
  (498,983)
  (428,022)
Mexico non-production costs
  (357,706)
  (1,086,440)
General and administrative - non-operating
  (1,469,576)
  (1,481,111)
Gain on liability adjustment
  - 
  914,770 
Non-operating gains
    
    
 Net interest
  (153,416)
  (7,718)
   EBITDA
  (459,100)
  (638,589)
Income taxes
  (298,138)
    
Depreciation,& amortization
  (785,869)
  (711,345)
Net loss - antimony
 $(1,543,107)
 $(1,349,934)
 
    
    
 
Zeolite
  2016 
  2015 
Tons sold
  13,143 
  15,901 
Average Sales Price/Ton
 $188.17 
 $173.17 
Net income (Loss)/Ton
 $17.80 
 $32.16 
 
    
    
Gross zeolite revenue
 $2,473,094 
 $2,753,644 
Production costs
  (1,210,831)
  (1,266,687)
Direct sales and freight
  (278,633)
  (286,235)
Royalties
  (258,206)
  (279,435)
General and administrative - operating
  (178,881)
  (108,847)
General and administrative - non-operating
  (92,826)
  (80,229)
Non-operating gains
    
    
 Net interest
  (5,942)
  633 
   EBITDA
  447,775 
  732,844 
Depreciation
  (213,868)
  (221,441)
Net income - Zeolite
 $233,907 
 $511,403 
 
    
    
 
Company-wide
  2016 
  2015 
Gross revenue
 $11,890,135 
 $13,109,003 
Production costs
  (8,122,383)
  (9,733,532)
Other operating costs
  (2,057,317)
  (2,627,561)
General and administrative - non-operating
  (1,562,402)
  (1,561,340)
Gain on liability adjustment
  - 
  914,770 
Non-operating gains
  - 
  - 
Net interest
  (159,358)
  (7,085)
   EBITDA
  (11,325)
  94,255 
Income tax benefit (expense)
  (298,138)
    
Depreciation & amortization
  (999,737)
  (932,786)
Net income (Loss)
 $(1,309,200)
 $(838,531)
 
 
21
 
 
Overview
 
Our cost of production for the years ended December 31, 2016 and 2015 included plant construction and metallurgical testing at Puerto Blanco and Madero, Mexico and to a lesser degree our plant in Thompson Falls, Montana. The production from Mexico should be less in Mexico during the first quarter of 2017 due to the transition of processing Hillgrove concentrates to our own mines.
 
The non-cash expense items totaled $1,160,215 for 2016 and included $999,737 for depreciation and amortization, $5,454 for accretion, and $168,750 for director compensation.
 
The non-cash expense items totaled $1,075,423 for 2015 and included $932,786 for depreciation and amortization, $5,137 for accretion, and $137,500 for director compensation.
 
We are producing and buying raw materials, which will allow us to ensure a steady flow of products for sale. Our smelter at Madero, Mexico, was producing primarily on custom concentrates from Australia in 2015 and 2016. Production during 2017 will be primarily from our own Mexican properties, and we will still purchase a significant portion of our raw materials for our smelter in Montana.
 
We are proceeding with the testing of the Los Juarez ore in the 100 ton per day mill at Puerto Blanco. A 400 ton per day flotation mill is permitted and is partially installed. This mill will be dedicated to processing rock from the Los Juarez mining property. We have adequate crushing capacity in place to feed the 400 ton per day mill and the existing mill.
 
Our principal smelter, precious metals recovery operation, and our Company headquarters remain in Montana.
 
 
22
 
 
Results of Operations
 
Comparison of Years ended December 31, 2016 and 2015                              
 
Results of Operations by Division

 
 
2016
 
 
2015
 
Antimony Division - United States:
 
 
 
 
 
 
Revenues - Antimony (net of discount)
 $8,744,170 
 $9,863,933 
Revenues - Precious metals
  672,871 
  491,426 
 
  9,417,041 
  10,355,359 
Domestic cost of sales:
    
    
Production costs
  3,274,100 
  4,265,840 
Depreciation
  81,328 
  61,819 
Freight and delivery
  419,256 
  311,027 
General and administrative
  272,161 
  192,298 
Direct sales expense
  65,652 
  65,000 
       Total domestic antimony cost of sales
  4,112,497 
  4,895,984 
 
    
    
Cost of sales - Mexico
    
    
Production costs
  3,480,252 
  3,765,902 
Depreciation and amortization
  704,541 
  649,525 
Freight and delivery
  113,412 
  62,555 
Reclamation accrual
  5,454 
  5,137 
Land lease expense
  261,154 
  435,103 
Mexico non-production costs
  357,706 
  1,086,440 
General and administrative
  178,048 
  363,025 
       Total Mexico antimony cost of sales
  5,100,567 
  6,367,687 
 
    
    
     Total revenues - antimony
  9,417,041 
  10,355,359 
     Total cost of sales - antimony
  9,213,064 
  11,263,671 
     Total gross profit (loss) - antimony
  203,977 
  (908,312)
 
    
    
Zeolite Division:
    
    
Revenues
  2,473,094 
  2,753,644 
Cost of sales:
    
    
Production costs
  1,210,832 
  1,266,687 
Depreciation
  213,868 
  221,441 
Freight and delivery
  226,258 
  289,927 
General and administrative
  178,881 
  114,102 
Royalties
  258,206 
  279,435 
Direct sales expense
  52,375 
  86,100 
       Total cost of sales
  2,140,420 
  2,257,692 
           Gross profit - zeolite
  332,674 
  495,952 
 
    
    
Total revenues - combined
  11,890,135 
  13,109,003 
Total cost of sales - combined
  11,353,484 
  13,521,363 
Total gross profit (loss) - combined
 $536,651 
 $(412,360)
 
 
23
 
 
During the two year period ended December 31, 2016, the most significant event affecting our financial performance was the decrease in the price of antimony (see table page 6). During the first half of 2016, the price for antimony hit a seven year low. By the ended of 2016, we stopped the processing of antimony concentrate for Hillgrove Mines, Ltd., of Australia and started production from our own mines in Mexico. The Mexican production from our own mines was very low in 2015 and 2016 due to the processing of concentrates from Hillgrove. Antimony (metal contained) produced and sold from Hillgrove concentrates was 1,105,350 pounds during 2015 compared to 1,513,923 pounds for 2016, an increase of 37%. The Puerto Blanco mill circuits were utilized less than 10% of their capacity. 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.
 
During the two year period ending December 31, 2016, we incurred excess production costs at our Mexico operations. At the end of each year, management determined an estimated portion of each operating unit that was operating at less than expected capacity and assigned a portion of that years cost to excess operating costs. The production costs above the expected costs were reported in the above schedule of results of operations by division as “excess Mexico production costs”, which were $357,706 in 2016 and $1,086,440 in 2015. The excess Mexico production costs are primarily due to holding costs from inactivity at the Wadley and Los Juarez mines, the Puerto Blanco mill, and the loss of production at the Madero smelter from metalurgical testing and experimenting with various production methods and formulas.
 
The following are highlights of the significant changes during 2016 and the two year period then ended:
 
Antimony:
 
a.
The sale of antimony during 2016 was 2,936,880 pounds compared to 2,487,321 pounds in 2015, an increase of 449,559 pounds or 18%.
b.
The average sales price of antimony during 2016 was $2.98 per pound compared to $3.97 during 2015, a decrease of $0.99 per pound or 25%. During the beginning of 2017, the Rotterdam price of antimony is $3.90 per pound.
c.
The metallurgical problem with the Los Juarez concetrates has been solved with a caustic leach circuit, and pilot mining, milling, and smelting will resume. This will put the Puerto Blanco mill in operation. During 2016 and 2015, the Puerto Blanco mill was operating at less than 10% of capacity.
d.
In 2016, the Mexican non-production costs were $357,706 compared to $1,086,440 for 2015. During 2016, the non-production costs amounted to $0.12 per pound of antimony produced. These costs include the holding costs of mines and mills in Mexico that have been idle due to a lack of furnace capacity at Madero and the solving of the Los Juarez metallurgical problems.
e.
The net loss per pound of antimony was $0.48 in 2016 even though the price had fallen $0.99 per pound from 2015. The net loss per pound in 2015 was $0.54.
f.
Our cost of goods sold for antimony decreased from $10,419,889 in 2015 to $8,248,125 in 2016 despite an increase in production of 49,565 pounds or 15.3%. For the year ended December 31, 2016, costs of goods sold include operating and non-operating production costs from Mexico operations.
g.
With its own antimony raw materials, USAC will benefit fully from price increases rather than just the smelting fees and small percentages of the price increases. Additionally, the company will enjoy lower processing and trucking costs.
 
During 2016, BRZ sold 13,143 tons compared to 15,901 tons in 2015, down 2,758 tons or 17.3%. During 2016, the sales dropped as a result of the drop in oil prices and a sluggish economy. BRZ realized a profit of $233,907 in 2016 after depreciation of $213,868 compared to a profit of $511,403 in 2015 after depreciation of $221,441. The reduced margin was a result of increases of $5,700 in commissions paid to the new sales representatives, approximately $50,000 for the repair of the Raymond mill, $14,893 for warehouse rental and expenses at BRZ, $36,891 for medical insurance and related expenses, and $55,707 for labor. BRZ has embarked on a sales program with two field representatives and a research person that prepares sales brochures and literature that is gaining new customers.
 
General and administrative costs, as reported in our statement of operations, include fees paid to directors through stock based compensation. In 2016 and 2015, we incurred $40,000 each year in fees to the NYSE MKT that was included in general and administrative expenses. General and administrative costs for 2016 and 2015 include general and administrative costs related to commencement of production at our facilities in Mexico. The combined general and administrative costs were 6.2%, and 5.6%, of sales for 2016 and 2015, respectively. The combined general and administrative salaries were 4.1%, and 3.3% of sales for 2016 and 2015, respectively.
 
 
24
 
 
The increase in professional fees for 2016 (approximately $38,000) was primarily due to increased attorney fees related to our former Investor Relations representative. Our accounting fees related to our annual audit and our quarterly SEC filings decreased from the prior year.
 
Factoring costs decreased in 2016 from approximately $41,000 in 2015 to approximately $35,000 in 2016. The discounts we gave for early payments decreased by approximately $24,000 in 2016 from 2015 due to a decrease in our total sales.
 
Subsidiaries
 
The Company has a 100% investment in two subsidiaries in Mexico, USAMSA and AM, whose mineral property carrying values were assessed at December 31, 2016 and 2015 for impairment. Management’s assessment of the subsidiaries’ fair value was based on their future benefit to us.
 
Financial Condition and Liquidity
 
 
 
 
 
 
 
 
2016
 
 
2015
 
Current Assets
 $1,692,555 
 $2,136,326 
Current liabilities
  (3,382,123)
  (2,429,830)
   Net Working Capital
 $(1,689,568)
 $(293,504)
 
    
    
Cash provided (used) by operations
 $425,837 
 $358,453 
Cash used for capital outlay
  (583,029)
  (1,704,037)
Cash provided (used) by financing:
    
    
   Net payments from factor
  136,617 
  468 
   Proceeds from notes payable to bank
  36,645 
  130,672 
   Proceeds from (paymrnts to) Hillgrove advances
  - 
  1,198,445 
   Principal paid on long-term debt
  (175,238)
  (94,141)
   Checks issued and payable
  35,682 
  - 
   Received on notes receivable for stock
  - 
  120,000 
      Net change in cash
 $(123,486)
 $9,860 
 
Our net working capital decreased for the year ended December 31, 2016, from a negative amount of $293,504 at the beginning of the year to a negative amount of $1,689,568 at the end of 2016. Our current assets decreased primarily due to a decrease in our inventories and accounts receivable, in Montana and in Mexico. The capital improvements were paid for with cash and debt. Our current liabilities increased primarily in the amount of accrued income taxes payable and the current portion of long term debt due during 2016.
 
During the year ending December 31, 2017, we are planning to finance our improvements with operating cash flow. Our 2017 improvements are expected to include improvements at both the Madero smelter and the Thompson Falls smelter, and completing the installation of a leach circuit at Puerto Blanco.
 
In 2016, cash provided by operations was primarily due to a reduction of our inventories of approximately $239,000. We negotiated decreases in our current liabilities for raw material of approximately $915,000 during 2015.
 
The current portion of our long term debt is serviceable from the cash generated by operations.
 
At December 31, 2016, our financial statements show that we have negative working capital of approximately $1.7 million and accumulated deficit of approximately $25.4 million.  In addition, we have incurred losses for the prior three years.  These factors indicate that there may be doubt regarding our ability to continue as a going concern for the next twelve months. 
 
 
25
 
 
During the year ended December 31, 2016, we endured some of the lowest prices for antimony in the past seven years, with an average sales price for our products of only $2.98 per pound of metal contained.  As of late March 2017, the price for antimony metal contained is approximately $4.00 per pound.  While we experience increase in our raw material cost in the United States as a result, most of the $1.02 market increase will result in increased cash flow.
 
In addition, we have cut costs for our labor at our Mexico locations which will result in a lower cost of raw material from Mexico. These cuts have resulted from not processing concentrates from Hillgrove Mines of Australia LTD in 2017. This has resulted in a large reduction in our work force at our Madero smelter, along with a significant decrease in our operating costs for fuel, natural gas, electricity, and reagents. Although our total production in Mexico will decrease due to the lack of Hillgrove concentrates, we are ramping up production from our own mining properties. We are currently on schedule to have seventeen small rotating furnaces in operation by the second quarter of 2017.
 
In addition, we have implemented wage and other cost reductions across at the corporate level that will decrease our administrative costs in 2017. We expect to continue paying a low cost for propane in Montana, which in years past has been a major operating cost.
 
In 2017, we have negotiated a reduced monthly lease cost for the Wadley mine approximately $11,600 a decrease from $23,200 per month.  In addition, we paid the final installment to purchase mining concessions in the Los Juarez mining area.  In 2015 and 2016, we paid $100,000 and $68,600, respectively, for these concession rights.
 
We believe that our current circumstances and actions taken by management will enable us to be actively operating for the next twelve months.
 
Our stockholders’ equity section makes note that we have a liquidation preference of $5,884,376 for our preferred stock. This consists of a liquidation payment of $5,281,519 due if we liquidate our company or sell substantially all our assets, and $651,506 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.
 
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 assessed 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 based 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 unprocessed purchased ore in our inventory at the Wadley mining concession and Puerto Blanco mill 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 the purchased ore to estimate the amount of antimony contained per metric ton, and then make a 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. It is reasonably likely that the initial assay 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, 2016, 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 assayed 25.0% antimony per metric ton), the amount of our inventory and accounts payable would be smaller by approximately $1,500. Our net income would not be affected. Direct shipping ore (DSO) purchased at our Madero smelter is paid for at a fixed amount at the time of delivery and assaying, and is not subject to accounting estimates. The amount of the accounting estimate for purchased ore at our Puerto Blanco mill 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.
 
 
26
 
 
The asset recovery obligation and asset on our balance sheet is based 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. At 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, and amortizing the asset over 20 years ($6,700 annually), which decreases our net income in total each year (by $12,155 for 2016). 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 is not required, and an adjustment 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 7A Quantitative and Qualitative Disclosures about Market Risk
 
Not Applicable.
 
Item 8 Financial Statements
 
The consolidated financial statements of the registrant are included herein on pages F1-F23.
 
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
 
At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.  
 
Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal control of financial reporting as discussed below.
 
 
27
 
 
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, 2016. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), 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, 2016. These weaknesses are as follows:
 
Inadequate design of internal control over the preparation of the financial statements and financial reporting processes;
 
Inadequate monitoring of internal controls over significant accounts and processes including controls associated with domestic and Mexican subsidiary operations and the period-end financial reporting process; and
 
The absence of proper segregation of duties within significant processes and ineffective controls over management oversight, including antifraud programs and controls.
 
We are aware of these material weaknesses and will develop procedures to ensure that independent review of material transactions is performed. The 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.
 
Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of December 31, 2016, is ineffective.
 
Changes in internal control over financial reporting
 
There were no changes in internal control over financial reporting for the quarter ended December 31, 2016.
 
 
28
 
 
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, 2016, is as follows:
 
Name
 
Age
 
  Affiliation
 
Expiration of Term
 
 
 
 
 
 
 
John C. Lawrence
 
78
 
Chairman, President, Director
 
Annual meeting
 
 
 
 

 
 
John C. Gustavsen
 
68
 
First Vice-President
 
Annual meeting
 
 
 
 
 
 
 
Russell C. Lawrence
 
48
 
Second Vice-President and Director
 
Annual meeting
 
 
 
 

 
 
Matthew Keane
 
61
 
Third Vice-President
 
Annual meeting
 
 
 
 
 
 
 
Daniel L. Parks
 
68
 
Chief Financial Officer
 
Annual meeting
 
 
 
 
   
 
 
Alicia Hill
 
35
 
Secretary, Controller, and Treasurer
 
Annual meeting
 
 
 
 

 
 
Gary D. Babbitt
 
71
 
Director
 
Annual meeting
 
 
 
 
 
 
 
Whitney Ferer
 
58
 
Director
 
Annual meeting
 
 
 
 
 
 
 
Hart W. Baitis
 
67
 
Director
 
Annual meeting
 
 
 
 
 
 
 
Jeffrey Wright
 
47
 
Director
 
Annual meeting
 
 
 
 
 
 
 
Craig Thomas
 
42
 
Director
 
Annual meeting
 
Business Experience of Directors and Executive Officers
 
John C. Lawrence. Mr. Lawrence has been the president and a director since our inception in 1969. Mr. Lawrence was the president and a director of AGAU Mines, Inc., our corporate predecessor. 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 the 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.
 
Russell C. Lawrence. Mr. Lawrence has experience in 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 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.
 
 
29
 
 
Whitney Ferer.  Mr. Ferer was nominated to the board of USAC in February 2012. He worked for 34 years for Aaron Ferer & Sons Co. headquartered in Omaha, Nebraska, where he was the Vice President of Operations and Senior Trader, as well  Vice Chairman of the Board of AF&S Co..  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 for AF&S.  Mr. Ferer has recently opened his own company W.H. Ferer Co., LLC.   He is one of the largest traders of antimony metal and oxides in the United States and, additionally, he handles approximately 20-30 elements in various forms and grades.
 
Jeffrey D. Wright. Mr. Wright graduated from North Carolina University in 1991, and from the University of Southern California, Marshall School of Business (MBA) in 2004. Mr. Wright was a naval officer from 1991 through 1996, serving aboard the aircraft carrier USS Carl Vinson and the destroyer USS John Young. After duty in the military, Mr. Wright held successively more responsible positions in the securities and finance industry. From 2011 through 2013 he was the managing director metals and mining research for Global Hunter Securities, and he held the same position for H.C. Wainwright for 2013 through 2015.
 
Craig W. Thomas. Mr. Thomas is a professional investor with fifteen years of investing experience.  He is currently the co-founder of Shareholder Advocates for Value Enhancement and the managing member of various investment partnerships.   Mr. Thomas is currently a director of Full House Resorts, Inc.  Mr. Thomas earned a B.A. from Stanford University and an M.B.A. from the Graduate School of Business at Stanford University.
 
Alicia Hill. Ms. Hill was hired by the Company in 2006 as an accounting assistant, and was eventually promoted to chief accountant responsible for the recording of transactions for three companies. In 2011, she was appointed Company Controller, Secretary, and Treasurer. Ms. Hill has guided the Company through the listing on the NYSE-MKT, in the addition of a new division in Mexico, and has been the liaison with the Company’s auditors through a progressively complicated reporting process.
 
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.
 
John C. Gustaven. Mr. Gustaven graduated from Rutgers University in 1970 with a BS in chemistry and started work for Harshaw Chemical (purchased by Amspec Chemical Corporation), a major producer of antimony trioxide. Mr. Gustaven took engineering courses from 1976 through 1980, and became president and treasurer of the company in 1983. He was promoted CEO in 1990. Mr. Gustaven designed a new type of production furnace for antimony trioxide that eventually produced 20 million pounds of antimony trioxide per year. Mr. Gustaven is conversant in Spanish, Chinese, and other languages, and travelled to many countries as part of his duties as president of Amspec Chemical Corporation. Mr. Gustaven came to work at United States Antimony Corporation in November of 2011.
 
Matt Keane. Mr. Keane graduated from Mankato State University in 1978 with degrees in geography and environmental studies. Mr. Keane was owner of a construction business and a retail building supply business before becoming the director of sales for United States Antimony Corporation in 2000. Mr. Keane has developed the Company’s growing zeolite sales through Bear River Zeolite and the increase in the Company’s share of the domestic market for antimony products.
 
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 2016 calendar year. Each incumbent director attended all of the meetings held during the 2016 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 four members, Gary Babbitt (Chairman), Whitney Ferer, Jeffrey Wright, and Craig Thomas. None of the Audit Committee members are involved in our day-to-day financial management. Jeffrey Wright and Craig Thomas are considered financial experts.
 
 
30
 
 
During 2011, the Board also established a Compensation Committee and a Nominating Committee.
 
Board Member Compensation Following is a summary of fees, cash payments, stock awards, and other reimbursements to Directors during the year ended December 31, 2016:
 
Directors Compensation
 
Name and Principal Position
 
 
Fees Earned or paid in Cash
 
 
Stock Awards
 
 
Total Fees, Awards, and Other Compensation
 
John C. Lawrence, Chairman
 
 
 
 $25,000 
 $25,000 
Gary D. Babbitt, Director
 $21,750 
 $25,000 
 $46,750 
Russell Lawrence, Director
    
 $25,000 
 $25,000 
Hartmut Baitis, Director
    
 $25,000 
 $25,000 
Whitney Ferer, Director
    
 $25,000 
 $25,000 
Jeffrey Wright, Director
    
 $25,000 
 $25,000 
Craig Thomas, Director
    
 $18,750 
 $18,750 
   Totals
 $21,750 
 $168,750 
 $190,500 
 
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. Baitis, Mr. Babbitt, Mr. Ferer, and Mr. Russell Lawrence did not file timely Forms 3, 4 or Form 5 reports during 2016 and 2015.
 
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 ended December 31, 2015 and 2014.
 
Name and Principal Position
 
Year
 
 
Salary
 
 
Bonus
 
 
Stock Awards (2)
 
 
Total
 
John C. Lawrence,
2016
 $141,000
 
  N/A 
 $25,000
 
 $166,000
 
  President and Chief Executive Officer
2015
 $141,000 
    
 $25,000 
 $166,000 
 
    
    
    
    
John C. Gustaven,
2016
 $100,000
 
  N/A 
    
 $100,000
 
  Executive Vice President
2015
 $100,000 
    
    
 $100,000 
 
    
    
    
    
Russell Lawrence,
2016
 $120,000
 
  N/A 
 $25,000
 
 $145,000
 
  Vice President for Latin America
2015
 $120,000 
    
 $25,000 
 $145,000 
 
 (2) 
These figures represent the fair value, as of the date of issuance, the annual director's fees for John C. Lawrence and Russell Lawrence payable in shares of USAC's common stock.
 
 
31
 
 
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, 2015, Russell Lawrence (VP) received an increase in base compensation of $15,000 annually. The Board of Directors determined that Mr. Lawrence’s compensation for the prior years was not adequate for the duties assigned to Mr. Russell as the Vice President for Latin America, and that a raise was appropriate to compensate for management of the Latin American operations.
 
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.
 
The following table sets forth information concerning the outstanding equity awards at December 31, 2016, 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, 2016.
 
 
 Option Awards
 
 
 
   Number of Securities Underlying
 
 

 
 

 


 
   Unexercised Options
 
 
Number of Securities
 
 
Average
 

 
 
Exercisable
 
 
Unexercisable
 
 
 Underlying Unexercised
 
 
 Exercise
 
 Expiration
Name
 
#
 
 
#
 
 
 Unearned Options
 
 
 Price
 
 
 Date
 
John C. Lawrence
  250,000 
  0 
  0 
 $0.25 
None
(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 30, 2017, 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.
 
 
32
 
 
Title of Class
 
Name and Address of Beneficial Owner (1)
 
Amount and Nature of Beneficial Ownership
 
 
Percent of Class (1)
 
 
Percent of all Voting Stock
 
Common Stock
 
Reed Family Limited Partnership
328 Adams Street
Milton, MA 02186
  4,018,335 
  5.95%
  5.80%
Common Stock
 
The Dugan Family
c/o A.W. Dugan
1415 Louisana Street, Suite 3100
Houston, TX 77002
  6,362,927(3)
  9.43%
  9.19%
Series B Preferred
 
Excel Mineral Company
P.O. Box 3800
Santa Barbara, CA 93130
  750,000(5)
  100.00%
  N/A 
Series C Preferred
 
Richard A. Woods
59 Penn Circle West
Penn Plaza Apts.
Pittsburgh, PA 15206
  48,305(4)
  27.10%
  * 
Series C Preferred
 
Dr. Warren A. Evans
69 Ponfret Landing Road
Brooklyn, CT 06234
  32,203(4)
  18.10%
  * 
Series C Preferred
 
Edward Robinson
1007 Spruce Street, 1st floor
Philadelphia, PA 19107
  32,203(4)
  18.10%
  * 
Series C Preferred
 
All Series C Preferred Shareholders as a Group
  177,904(4)
  100.00%
  * 

 
John C. Lawrence
  4,343,607(2)
  68.59%
  6.27%
 
 
Russell Lawrence
  343,145 
  5.42%
  * 
 
 
Hart Baitis
  233,680 
  3.69%
  * 
 
 
Garry Babbitt
  271,486 
  4.29%
  * 
Common Stock
 
Whitney Ferer
  162,500 
  2.57%
  * 
 
 
Jeffrey Wright
  130,320 
  2.06%
  * 
 
 
Mathew Keane
  10,300 
  0.16%
  * 
 
 
Daniel Parks
  264,500 
  4.18%
  * 
 
 
Craig Thomas
  572,711 
  9.04%
  * 
Common Stock
 
All Directors and Executive Officers as a Group
  6,332,249 
  100.00%
  9.16%

 
John C. Lawrence
  1,590,672(4)
  90.80%
  2.29%
Series D Preferred
 
Leo Jackson
  102,000 
  5.80%
  * 
 
 
Garry Babbitt
  58,333 
  3.40%
  * 
Series D Preferred
 
All Series D Preferred Shareholders as a Group
  1,751,005(4)
  100.00%
  2.52%

 
All Directors and Executive Officers as a Group
  6,332,249(2)
  78.38%
  9.16%
Common Stock and Preferred Stock w/ voting rights
 
 
  - 
  - 
  - 
 
 
All preferred Shareholders that are officers or directors
  1,751,005(4)
  21.62%
  2.52%
Common and Preferred Voting Stock
 
All Directors and Executive Officers as a Group
  8,083,254
  100.00%
  11.69%
 
 
33
 
 
(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 31, 2017, 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 67,066,278 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 30, 2017. Total voting stock of 68,245,187 shares is a total of all the common stock issued, and all of the Series C and Series D Preferred Stock outstanding at March 31, 2017.
 
(2)
Includes 4,031,107 shares of common stock and 250,000 stock purchase warrants. Excludes 183,324 shares owned by the estate of Mr. Lawrence's sister, as to which Mr. Lawrence disclaims beneficial ownership.
 
(3)
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.
 
(4)
The outstanding Series C and Series D preferred shares carry voting rights equal to the same number of shares of common stock.
 
(5)
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.
 
Item 13    Certain Relationships and Related Transactions
 
Described below are transactions during the last two 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, 2015.
 
On March 23, 2015, the Company issued the Board members 183,825 shares of the Company’s common stock for services in 2014 with a value of $125,000.
 
During 2015, the Company awarded, but did not issue, common stock with a value at December 31, 2015, of $137,500 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $137,500 in director compensation expense.
 
On March 31 and August 11, 2015, the Company issued Herbert Denton, the Company investor relations consultant, 5,000 and 100,000 shares, respectively, of the Company’s common stock in exchange for services. On September 30, 2105, a note receivable for $30,000 due from Mr. Denton for was cancelled, and $30,000 was deleted from additional paid in capital.
 
In March of 2016 the Company issued the Board members 550,000 shares of the Company’s common stock at $0.25 per share for services in 2015 with a value of $137,500.
 
In December of 2016, the Company issued Daniel Parks, the Company’s Chief Financial Officer, 200,000 shares of the Company’s common stock valued at $54,000 to retain his services for a two year period. As part of the agreement, Mr. Parks’ hours worked and normal compensation will be reduced.
 
During 2016, the Company awarded, but did not issue, common stock with a value at December 31, 2016, of $168,750 to its Board of Directors as compensation for their services as directors. In connection with the issuances, the Company recorded $168,750 in director compensation expense. In March of 2017, at a price of $0.40 per share, the directors were issued 421,875 shares for 2016.
 
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 2016 and 2015 totaled $16,791 and $32,397, respectively.
 
 
34
 
 
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 2016 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 2016 and 2015 were $134,985 and $151,741, 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 2016 and 2015 were $12,695 and $10,115, 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
 
 
35
 
 
Item 15. Exhibits and Reports on Form 8-K
 
Exhibit Number
 
Description
 
 
 
3.01
 
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.
 
 
 
3.02
 
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.
 
 
 
3.03
 
Articles of Correction of Restated Articles of Incorporation of USAC.
 
 
 
3.04
 
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.
 
 
 
4.01
 
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:
 
10.1
 
Yellow Jacket Venture Agreement
 
 
 
10.11
 
Agreement Between Excel-Mineral USAC and Bobby C. Hamilton
 
 
 
10.12
 
Letter Agreement
 
 
 
 
 
36
 
 
10.13
 
Columbia-Continental Lease Agreement Revision
 
 
 
10.14
 
Settlement Agreement with Excel Mineral Company
 
 
 
10.15
 
Memorandum Agreement
 
 
 
10.16
 
Termination Agreement
 
 
 
10.17
 
Amendment to Assignment of Lease (Geosearch)
 
 
 
10.18
 
Series B Stock Certificate to Excel-Mineral Company, Inc.
 
 
 
10.19
 
Division Order and Purchase and Sale Agreement
 
 
 
10.2
 
Inventory and Sales Agreement
 
 
 
10.21
 
Processing Agreement
 
 
 
10.22
 
Release and settlement agreement between Bobby C. Hamilton and United States Antimony Corporation
 
 
 
10.23
 
Columbia-Continental Lease Agreement
 
 
 
10.24
 
Release of Judgment
 
 
 
10.25
 
Covenant Not to Execute
 
 
 
10.26
 
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
 
 
 
10.27
 
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
 
 
 
10.28
 
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
 
 
 
10.3
 
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
 
Warrant Issue-Al W. Dugan
 
 
 
10.32
 
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
 
Warrant Issue-John C. Lawrence
 
 
 
10.34
 
PVS Termination Agreement
 
 
37
 
 
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
 
Maguire Settlement Agreement
 
 
 
10.36
 
Warrant Issue-Carlos Tejada
 
 
 
10.37
 
Warrant Issue-Al W. Dugan
 
 
 
10.38
 
Memorandum of Understanding with Geosearch Inc.
 
 
 
10.39
 
Factoring Agreement-Systran Financial Services Company
 
 
 
10.4
 
Mortgage to John C. Lawrence
 
 
 
10.41
 
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
 
 
 
10.42
 
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
 
 
 
10.43
 
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.
 
 
 
10.44
 
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
 
 
 
10.45
 
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
 
 
 
10.46
 
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
 
Bear River Zeolite Company Royalty Agreement, dated May 29, 2002
 
 
 
10.48
 
Grant of Production Royalty, dated June 1, 2002
 
 
 
10.49
 
Assignment of Common Stock of Bear River Zeolite Company, dated May 29, 2002
 
 
 
10.5
 
Agreement to Issue Warrants of USA, dated May 29, 2002
 
 
 
10.51
 
Secured convertible note payable - Delaware Royalty Company dated December 22, 2003*
 
 
 
10.52
 
Convertible note payable - John C. Lawrence dated December 22, 2003*
 
 
 
10.53
 
Pledge, Assignment and Security Agreement dated December 22, 2003*
 
 
 
10.54
 
Note Purchase Agreement dated December 22, 2003*
 
 
 
 
 
38
 
 
14
 
Code of Ethics*
 
 
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certifications
 
 
Certification of John C. Lawrence*
 
 
 
32.1
 
Section 1350 Certifications
 
 
Certification of John C. Lawrence*
 
 
 
44.1
 
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.
 
 
39
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
UNITED STATES ANTIMONY CORPORATION
 
 
(Registrant)
 
 
 
 
 
Date: March 31, 2017
By:  
/s/ John C. Lawrence
 
 
 
John C. Lawrence
 
 
 
President, Director, and Principal Executive Officer
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Daniel L. Parks
 
 
 
Daniel L. Parks
 
 
 
Chief Financial Officer
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Alicia Hill
 
 
 
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 31, 2017
By:  
/s/ John C. Lawrence
 
 
 
John C. Lawrence
 
 
 
Director and President (Principal Executive)
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Whitney Ferer
 
 
 
Whitney Ferer
 
 
 
 Director
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Gary Babbitt
 
 
 
 Gary Babbitt
 
 
 
 Director
 
 
 
 
 
Date: March 31, 2017
By:
/s/ Hart Baitis
 
 
 
Hart Baitis
 
 
 
Director
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Russell Lawrence
 
 
 
Russell Lawrence
 
 
 
Director
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Jeffrey Wright
 
 
 
Jeffrey Wright
 
 
 
Director
 
 
 
   
 
Date: March 31, 2017
By:
/s/ Craig Thomas
 
 
 
Craig Thomas
 
 
 
Director
 

 
 
40
 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of United States Antimony Corporation:
 
We have audited the accompanying consolidated balance sheets of United States Antimony Corporation and Subsidiaries (“the Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended. 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 and Subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
/s/: DeCoria, Maichel & Teague, P.S.
 
DeCoria, Maichel & Teague, P.S.
Spokane, Washington
March 27, 2017
 
 
F-1
 
 
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2016 and 2015
 
ASSETS
 
 
 
 
 
 
 
 
2016
 
 
2015
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 $10,057 
 $133,543 
Certificates of deposit
  251,641 
  250,414 
Accounts receivable, net
  552,119 
  422,673 
Inventories
  855,637 
  1,094,238 
Other current assets
  23,101 
  235,458 
Total current assets
  1,692,555 
  2,136,326 
 
    
    
Properties, plants and equipment, net
  15,695,966 
  16,030,333 
Restricted cash for reclamation bonds
  63,274 
  76,012 
Other assets
  314,203 
  17,530 
Total assets
 $17,765,998 
 $18,260,201 
 
    
    
LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
Current liabilities:
    
    
    Checks issued and payable
 $35,682 
 $- 
Accounts payable
  1,797,251 
  1,629,972 
Due to factor
  150,399 
  13,782 
Accrued payroll, taxes and interest
  213,695 
  221,446 
Other accrued liabilities
  122,968 
  141,545 
Payables to related parties
  14,525 
  32,396 
Deferred revenue
  78,730 
  78,730 
Notes payable to bank
  167,317 
  130,672 
Income taxes payable (Note 13)
  410,510 
  - 
Long-term debt, current portion, net of discount
  391,046 
  181,287 
Total current liabilities
  3,382,123 
  2,429,830 
 
    
    
Long-term debt, net of discount and current portion
  1,472,869 
  1,717,745 
Hillgrove advances payable (Note 10)
  1,134,221 
  1,254,846 
Stock payable to directors for services
  168,750 
  137,500 
Asset retirement obligations and accrued reclamation costs
  265,782 
  260,327 
Total liabilities
  6,423,745 
  5,800,248 
Commitments and contingencies (Note 4, 10 and 15)
    
    
 
    
    
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 $915,000 and $907,500
    
    
 respectively)
  7,500 
  7,500 
Series C: 177,904 shares issued and outstanding
    
    
(liquidation preference $97,847 both years)
  1,779 
  1,779 
Series D: 1,751,005 shares issued and outstanding
    
    
(liquidation preference $4,920,178 and $4,879,029
    
    
 respectively)
  17,509 
  17,509 
Common stock, $0.01 par value, 90,000,000 shares authorized;
    
    
67,066,278 and 66,316,278 shares issued and outstanding, respectively
  670,662 
  663,162 
Additional paid-in capital
  36,074,733 
  35,890,733 
Accumulated deficit
  (25,429,930)
  (24,120,730)
Total stockholders' equity
  11,342,253 
  12,459,953 
Total liabilities and stockholders' equity
 $17,765,998 
 $18,260,201 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2
 
 
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2016 and 2015
 
 
 
2016
 
 
2015
 
 
 
 
 
 
 
 
REVENUES
 $11,890,135 
 $13,109,003 
 
    
    
COST OF REVENUES
  11,353,484 
  13,521,363 
 
    
    
GROSS PROFIT (LOSS)
  536,651 
  (412,360)
 
    
    
OPERATING EXPENSES:
    
    
   General and administrative
  681,487 
  736,265 
   Salaries and benefits
  483,937 
  436,897 
   Gain on liability adjustment (Note 5)
  - 
  (914,770)
   Hillgrove advance - earned credit (Note 10)
  (120,329)
  (142,170)
   Professional fees
  308,078 
  280,415 
       TOTAL OPERATING EXPENSES
  1,353,173 
  396,637 
 
    
    
INCOME (LOSS) FROM OPERATIONS
  (816,522)
  (808,997)
 
    
    
OTHER INCOME (EXPENSE):
    
    
Other income
  - 
  5,200 
Interest income
  1,437 
  6,383 
Interest expense
  (160,795)
  - 
Factoring expense
  (35,182)
  (41,117)
       TOTAL OTHER INCOME (EXPENSE)
  (194,540)
  (29,534)
 
    
    
INCOME (LOSS) BEFORE INCOME TAXES
  (1,011,062)
  (838,531)
 
    
    
INCOME TAX PROVISION
  (298,138)
  - 
 
    
    
NET INCOME (LOSS)
  (1,309,200)
  (838,531)
 
    
    
 Preferred dividends
  (48,649)
  (48,649)
 Net income (loss) available to
    
    
   common stockholders
 $(1,357,849)
 $(887,180)