UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period____to____
Commission file number 33-00215
UNITED STATES ANTIMONY CORPORATION
(Name of small business issuer in its charter)
Montana 81-0305822
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) 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
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 X No
At October 10, 2001, the registrant had outstanding 19,329,564 shares of par
value $.01 common stock.
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
September 30, December 31,
2001 2000
ASSETS
Current assets:
Restricted cash $ 11,224 $ 8,518
Inventories 133,409 221,457
Accounts receivable, less allowance
for doubtful accounts of $30,000 75,074 119,568
------------ ------------
Total current assets 219,707 349,543
Investment in USAMSA, net 90,814 111,088
Properties, plants and equipment, net 284,342 246,250
Restricted cash for reclamation bonds 102,550 123,250
Deferred financing charges, net 32,850 63,789
------------ ------------
Total assets $ 730,263 $ 893,920
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Checks issued and payable $ 67,543 $ 107,133
Accounts payable 611,562 429,654
Accrued payroll and property taxes 192,902 241,588
Accrued payroll and other liabilities 156,090 89,680
Judgment payable 45,763 43,480
Accrued debenture interest payable 124,049 47,324
Due to related parties 85,084 10,307
Notes payable to bank, current 256,150 150,625
Accrued reclamation costs, current 80,000 80,000
------------ ------------
Total current liabilities 1,619,143 1,199,791
Debentures payable, net of discount 1,006,932 997,449
Notes payable to bank, noncurrent 181,609 205,377
Accrued reclamation costs, noncurrent 157,725 199,388
------------ ------------
Total liabilities 2,965,409 2,602,005
------------ ------------
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $.01 par value, 10,000,000 shares authorized:
Series A: 4,500 shares issued and outstanding 45 45
Series B: 750,000 shares issued and outstanding 7,500 7,500
Series C: 177,904 shares issued and outstanding 1,779 1,779
Common stock, $.01 par value, 30,000,000 shares
authorized; 19,329,564 and 18,375,564 shares
issued and outstanding 193,295 183,755
Additional paid-in capital 15,533,646 15,352,386
Accumulated deficit (17,971,411) (17,253,550)
------------ -----------
Total stockholders' deficit (2,235,146) (1,708,085)
------------ -----------
Total liabilities and stockholders' deficit $ 730,263 $ 893,920
============ ===========
The accompanying notes are an integral part of the financial statements.
1
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
Revenues:
Sales of antimony products and other $ 778,533 $ 1,094,721 $ 2,816,573 $ 3,458,184
Sales of zeolite products 4,080 6,735
----------- ----------- ----------- -----------
782,613 1,094,721 2,823,308 3,458,184
Cost of antimony production 573,661 989,111 2,197,430 2,833,154
Freight and delivery 85,517 93,718 308,052 337,695
----------- ----------- ----------- -----------
659,178 1,082,829 2,505,482 3,170,849
Gross profit 123,435 11,892 317,826 287,335
----------- ----------- ----------- -----------
Other operating expenses:
Bear River Zeolite 87,915 253,583
Care, maintenance, and reclamation-Yellow Jacket 1,813 80,018 4,673 157,924
General and administrative 153,768 130,042 484,376 474,237
Sales expenses 33,367 58,931 106,205 253,282
----------- ----------- ----------- -----------
276,863 268,991 848,837 885,443
----------- ----------- ----------- -----------
Other (income) expense:
Interest expense 37,999 36,725 119,599 117,964
Factoring expense 24,312 22,077 71,487 71,365
Interest income and other (1,267) (1,880) (4,236) (6,527)
----------- ----------- ----------- -----------
61,044 56,922 186,850 182,802
----------- ----------- ----------- -----------
Net loss before extraordinary item (214,472) (314,021) (717,861) (780,910)
Extraordinary gain on conversion of debts 917,726 917,726
----------- ----------- ----------- -----------
Net income (loss) $ (214,472) $ 603,705 $ (717,861) $ 136,816
=========== =========== =========== ==========
Basic net income (loss) per share of common stock $ (0.01) $ 0.03 $ (0.04) $ 0.01
=========== ========== =========== ==========
Basic weighted average shares outstanding 19,259,510 18,289,263 18,827,720 17,600,199
=========== ========== =========== ==========
The accompanying notes are an integral part of the financial statements.
2
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
For the nine months ended
September 30, September 30,
2001 2000
Cash flows from operating activities:
Net income (loss) $ (717,861) $ 136,816
Adjustments to reconcile net income (loss) to
net cash used by operations:
Depreciation and amortization 132,696 108,375
Accrued reclamation costs 7,500
Extraordinary gain on conversion of debts to common stock (917,726)
Provision for doubtful accounts (20,000)
Issuance of common stock for consulting services 153,000
Change in:
Restricted cash (2,706) (4)
Accounts receivable 44,494 (1,302)
Inventories 88,048 53,827
Restricted cash for reclamation bonds 20,700 24,828
Deferred financing charges (82,500)
Prepaid expenses (437)
Accounts payable 181,908 (5,352)
Accrued payroll and property taxes (48,686) 49,565
Accrued payroll and other liabilities 66,410 (42,966)
Judgment payable 2,283 2,133
Accrued debenture interest payable 76,725 13,767
Payable to related parties (20,118) 7,755
Accrued reclamation costs (49,163) (35,298)
----------- ----------
Net cash used by operating activities (217,770) (555,519)
----------- ----------
Cash flows from investing activities:
Purchase of properties, plants and equipment (107,592) (37,396)
----------- ----------
Net cash used in investing activities (107,592) (37,396)
----------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants 188,300 255,000
Proceeds from the sale of convertible debentures 675,000
Proceeds from related party advances 94,895 141,243
Proceeds from notes payable to bank, net 81,757 45,615
Change in checks issued and payable (39,590) 16,087
Payments on note payable to Bobby C. Hamilton (540,030)
------------ ----------
Net cash provided by financing activities 325,362 592,915
------------ ----------
Net change in cash 0 0
Cash, beginning of period 0 0
------------ ----------
Cash, end of period $ 0 $ 0
============ ==========
Supplemental disclosures:
Cash paid during the period for interest $ 25,809 $ 97,721
============ ==========
Non-cash investing activities:
Common stock and warrants issued for plant construction $ 2,500
============
Non-cash financing activities:
Common stock issued as settlement of debt $ 80,625
==========
The accompanying notes are an integral part of the financial statements.
3
PART I - FINANCIAL INFORMATION, CONTINUED:
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation:
The unaudited consolidated financial statements have been prepared by the
Company in accordance with generally accepted accounting principles for
interim financial information, as well as the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the Company's management, all adjustments (consisting of
only normal recurring accruals) considered necessary for a fair presentation
of the interim financial statements have been included. Operating results for
the nine and three-month period ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the full year ending
December 31, 2001. Certain consolidated financial statement amounts for the
nine and three-month period ended September 30, 2000, have been reclassified
to conform to the 2001 presentation. These reclassifications had no effect on
the net income or accumulated deficit as previously reported.
For further information refer to the financial statements and footnotes
thereto in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000.
2. Income (Loss) Per Common Share
The Company accounts for its income (loss) per common share according to the
Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
("SFAS No. 128"). Under the provisions of SFAS No. 128, primary and fully
diluted earnings per share are replaced with basic and diluted earnings per
share. Basic earnings per share is arrived at by dividing net income (loss)
available to common stockholders by the weighted average number of common
shares outstanding, and does not include the impact of any potentially
dilutive common stock equivalents. Common stock equivalents, including
warrants to purchase the Company's common stock and common stock issuable upon
the conversion of debentures are excluded from the calculations when their
effect is antidilutive.
3. Commitments and Contingencies:
Until 1989, the Company mined, milled and leached gold and silver in the
Yankee Fork Mining District in Custer County, Idaho. The metals were recovered
by a 150-ton per day gravity and flotation mill, and the concentrates were
leached with cyanide to produce a bullion product at the Preachers Cove mill,
which is located nine miles north of Sunbeam, Idaho on the Yankee Fork of the
Salmon River. In 1994, the U.S. Forest Service, under the provisions of the
Comprehensive Environmental Response Liability Act of 1980 (CERCLA),
designated the cyanide leach plant as a contaminated site requiring cleanup of
the cyanide solution. In 1996, the Company signed a consent decree with
the Idaho Department of Environmental Quality relating to completing the
reclamation and remediation at the Preachers Cove mill.
The Company's management believes that USAC is currently in substantial
compliance with environmental regulatory agencies and that its accrued
environmental reclamation costs are representative of management's estimate of
costs required to fulfill its reclamation obligations. The Company
recognizes, however, that in some cases future environmental expenditures
cannot be reliably determined due to the uncertainty of specific remediation
methods, conflicts between regulating agencies relating to remediation methods
and environmental law interpretations, and changes in environmental laws and
regulations. Such costs are accrued at the time the expenditure becomes
probable and the costs can reasonably be estimated.
4
United States Antimony Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
3. Commitments and Contingencies, Continued:
During 2000, the Company issued 150,000 shares of its common stock to Thomson
Kernaghan & Co., Ltd., and 150,000 shares of its common stock to Blue Water
Partners, Inc. as compensation for fiscal advisory and consulting services to
be provided the Company. The shares were issued pursuant to the Company's
2000 Stock Plan, and were believed by the Company to be registered under a
Form S-8 registration statement filed in connection with the 2000 Stock Plan.
The stock certificates issued to the two companies therefore did not bear a
restrictive legend. Subsequent to the issuance of the shares, management was
informed by its legal counsel that Form S-8 cannot be used to register stock
issued to consultants whose services involve promotion of the Company's
stock. In response to this information, management immediately contacted both
companies and requested that the unlegended shares of common stock be returned
to the Company in exchange for a certificate bearing a restrictive legend. In
March of 2001, Thomson Kernaghan & Co., Ltd. returned 150,000 shares to the
Company in exchange for 150,000 restricted shares, that the Company agreed to
register in conjunction with a Form SB-2 registration statement it is
preparing. No response has been received from Blue Water Partners, Inc. As a
result of the issuance, the Company may be subject to civil liabilities,
including fines and other penalties imposed by federal and state securities
agencies. The Company has also issued a number of shares in transactions that
may not qualify for exemption from the Securities Act registration
requirements and may be in violation of Section 5 of the Securities Act of
1933. As a result the Company may be subject to liabilities associated with
the rescission rights of the purchasers of these shares and fines and
penalties from securities regulators.
At September 30, 2001, the Company had not recorded any liability associated
with the issuance of these shares, as management believes the likelihood of a
claim and the ultimate outcome if a claim is asserted cannot be ascertained at
this time.
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
General
This report contains both historical and prospective statements concerning
the Company and its operations. Prospective statements (known as
"forward-looking statements") may or may not prove true with the passage of
time because of future risks and uncertainties. The Company cannot predict
what factors might cause actual results to differ materially from those
indicated by prospective statements.
Results of Operations
During the third quarter of 2001 the Company's sales of antimony products
continued to be depressed due to a general slowdown of economic conditions
being experienced by a majority of the Company's customers. During the first
nine months of 2001, approximately 34% of the Company's sales of antimony
products were made to one customer and approximately 13% of sales of
antimony products were to a second customer, compared with
approximately 21% of the Company's sales of antimony products to one
customer and 12% of sales of antimony products to a second customer
during the nine-month period ended September 30, 2000. During the second and
third quarters of 2001, the Company's 75% owned subsidiary, Bear River Zeolite
Company ("BRZ"), delivered its first sales of crushed zeolite material. To
date, significant interest in BRZ's zeolite products has been expressed by
several potential users. During the third quarter of 2001, the Company
continued pursuing the preparation and filing of a registration statement to
register shares of common stock and warrants for resale by selling security
holders pursuant to a financing arrangement entered into with Thomson
Kernaghan & Co., Ltd. during 2000. During the second and third quarters of
2001, reclamation work at the Company's Yellow Jacket mine site commenced
and substantial progress was made in reclamation of the property. As a result
of the reclamation work performed, the Company received funds from the
release of reclamation bonds held by regulating agencies during the third
quarter of 2001.
5
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition, Continued:
For the three-month period ended September 30, 2001 compared to the
three-month period ended September 30, 2000
The Company's operations resulted in a net loss of $214,472, or $0.01 per
basic weighted average share outstanding, for the three-month period ended
September 30, 2001 compared with net income of $603,705 or $0.03 per basic
weighted average share outstanding for the three-month period ended September
30, 2000. The increase in loss for the third quarter of 2001 compared to the
third quarter of 2000 is primarily due to decreased antimony product sales
during the third quarter of 2001 and the absence of any extraordinary gain on
the conversion of debts that were recorded during the third quarter of 2000.
Total revenues from antimony product sales for the third quarter of 2001
were $778,533 compared with $1,094,721 for the comparable quarter of 2000, a
decrease of $316,188. Sales of antimony products during the third quarter of
2001 consisted of 904,048 pounds at an average sale price of $0.86 per pound.
During the third quarter of 2000 sales of antimony products consisted of
1,086,618 pounds at an average sale price of $1.01 per pound. Costs of
antimony production and costs of freight and delivery were $573,661 and
$85,517, or $0.63 and $0.09 per pound sold, respectively, for the three-month
period ended September 30, 2001 as compared to costs of antimony production
and costs of freight and delivery of $989,111 and $93,718, or $0.91 and $0.09
per pound sold, respectively, for the three-month period ended September 30,
2000. The decrease in cost of antimony production per pound during the third
quarter of 2001 as compared to the third quarter of 2000 resulted from more
efficient raw material purchasing during the third quarter of 2001.
During the third quarter of 2001, the Company incurred expenses totaling
$87,915 associated with its newly formed 75% owned subsidiary, Bear River
Zeolite Company ("Bear River Zeolite" or "BRZ"). Sales of zeolite products
totaled $4,080 during the third quarter of 2001. No such costs or sales were
incurred during the third quarter of 2000, as the subsidiary did not yet
exist.
Care, maintenance, and reclamation costs at the Company's Yellow Jacket
property decreased from $80,018 during the third quarter of 2000 to $1,813
during the third quarter of 2001. The decrease was primarily due to the
decrease of accrued reclamation cost adjustments during the third quarter of
2001, and the property nearing its final reclamation.
General and administrative expenses were $153,768 during the third quarter
of 2001, compared to $130,042 during the third quarter of 2000. The increase
in general and administrative costs during the third quarter of 2001 compared
to the same quarter of 2000 was principally due to a product warranty expense
of $45,175 incurred during the third quarter of 2001 that was not incurred
during 2000 and costs associated with the preparation and filing of a
registration statement.
Sales expenses were $33,367 during the third quarter of 2001 compared with
$58,931 in the third quarter of 2000. The decrease was due to management's
restructuring of its sales staff with less costly and fewer employees.
Interest expense was $37,999 during the third quarter of 2001, and was
comparable to interest expense of $36,725 incurred during the third quarter of
2000. Included in interest expense during the third quarter of 2001 was
$25,575 accrued on debentures payable and amortization of debenture discounts
totaling $3,161.
Accounts receivable factoring expense was $24,312 during the third quarter
of 2001 and was comparable to $22,077 of factoring expense incurred during the
third quarter of 2000. Interest income decreased from $1,880 during the third
quarter of 2000 to $1,267 during the third quarter of 2001 due to a
corresponding decrease in reclamation bonds held during 2001.
6
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition, Continued:
For the nine-month period ended September 30, 2001 compared to the nine-month
period ended September 30, 2000
The Company's operations resulted in a net loss of $717,861, or $0.04 per
basic weighted average share outstanding, for the nine-month period ended
September 30, 2001 compared with net income of $136,816 or $0.01 per basic
weighted average share outstanding for the nine-month period ended September
30, 2000. The increase in loss for the third quarter of 2001 compared to the
similar quarter of 2000 is primarily due to decreased antimony product sales
and the absence of any extraordinary gain on the conversion of debts during
the third quarter of 2001.
Total revenues from antimony product sales for the nine-month period ended
September 30, 2001 were $2,816,573 compared with $3,458,184 for the comparable
period of 2000, a decrease of $641,611. The major factor in the decrease in
sales of antimony products during the nine-month period ended September 30,
2001, compared to the same period of 2000, is decreased sales volume
experienced in 2001. Sales of antimony products during the nine-month period
ended September 30, 2001, consisted of 3,033,482 pounds at an average sale
price of $0.93 per pound. During the nine-month period ended September 30,
2000, sales of antimony products consisted of 3,646,579 pounds at an average
sale price of $0.95 per pound. Costs of antimony production and costs of
freight and delivery were $2,197,430 and $308,052, or $0.72 and $0.10 per
pound sold, respectively, for the nine-month period ended September 30, 2001,
as compared to costs of antimony production and costs of freight and delivery
of $2,833,154 and $337,695, or $0.78 and $0.09 per pound sold, respectively,
for the nine-month period ended September 30, 2000. The decrease in cost of
antimony production per pound during the nine months ended September 30, 2001,
is due to more efficient raw material purchasing during 2001.
During the nine-month period ended September 30, 2001, the Company incurred
expenses totaling $253,583 associated with Bear River Zeolite. Sales of
zeolite products totaled $6,735 during the second and third quarters of 2001.
No such costs or sales were incurred during the third quarter of 2000, as the
subsidiary did not yet exist.
Care, maintenance, and reclamation costs at the Company's Yellow Jacket
property decreased from $157,924 during the nine-month period ended September
30, 2000 to $4,673 during the nine-month period ended September 30, 2001. The
decrease was primarily due to the decrease of accrued reclamation cost
adjustments during the nine-month period ended September 30, 2001, and the
property nearing its final reclamation.
General and administrative expenses were $484,376 during the nine-month
period ended September 30, 2001, and were comparable to $474,237 during the
nine-month period ended September 30, 2000. Included in general and
administrative expenses during the nine-month period ended September 30, 2000,
were $153,000 of expenses relating to financial consulting services provided
the Company during the first quarter of 2000. General and administrative
expenses during the nine-month period ended September 30, 2001, included legal
costs relating primarily to the preparation of a registration statement of
approximately $94,000. Also included in general and administrative costs
during the nine-month period ended September 30, 2001 was $70,000 related to
the accrual of late filing penalties associated with the registration
statement and $45,175 related to a product warranty settlement.
Sales expenses were $106,205 during the nine-month period ended September
30, 2001, compared with $253,282 during the nine-month period ended September
30, 2000. The decrease was due to management's restructuring of its sales
staff, with less costly and fewer employees.
Interest expense was $119,599 during the nine-month period ended September
30, 2001, and was comparable to interest expense of $117,964 incurred during
the nine-month period ended September 30, 2000. Included in interest expense
during the nine-month period ended September 30, 2001 was $76,725 accrued on
debentures payable and amortization of debenture discounts totaling $9,483.
7
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition, Continued:
For the nine-month period ended September 30, 2001 compared to the
nine-month period ended September 30, 2000, continued:
Accounts receivable factoring expense was $71,487 during the nine-month
period ended September 30, 2001 and was comparable to $71,365 of factoring
expense incurred during the nine-month period ended September 30, 2000.
Interest income decreased from $6,527 during the nine-month period ended
September 30, 2000 to $4,236 during the same period of 2001 due to a
corresponding decrease in reclamation bonds held during 2001.
Financial Condition and Liquidity
At September 30, 2001, Company assets totaled $730,263, and there was a
stockholders' deficit of $2,235,146. The stockholders' deficit increased
$527,061 from December 31, 2000, primarily due to the net loss incurred during
2001. At September 30, 2001, the Company's total current liabilities exceeded
its total current assets by $1,399,436. Due to the Company's operating losses,
negative working capital, and stockholders' deficit, the Company's independent
accountants included a paragraph in the 2000 financial statements relating to
a going concern uncertainty. To continue as a going concern the Company must
generate profits from its antimony and zeolite sales and acquire additional
capital resources through the sale of its securities or from short and
long-term debt financing. Without financing and profitable operations, the
Company may not be able to meet its obligations, fund operations and continue
in existence. While management is optimistic, there can be no assurance that
the Company will be able to sustain profitable operations and meet its
financial obligations.
Cash used by operating activities during the first nine months of 2001
was $217,770, and resulted primarily from the nine-month loss of $717,861 as
adjusted by decreasing inventories, increasing accounts payable, the non-cash
effects of depreciation and amortization, and changes in other current assets
and liabilities.
During the second and third quarters of 2001 the Company performed
substantial reclamation activities at its Yellow Jacket property. As a result
$46,357 was used in connection with Yellow Jacket reclamation and adjusted
against the Yellow Jacket reclamation accrual. Management is confident that
Yellow Jacket is in the final stages of its reclamation, and future cash
outflows related to these reclamation activities will soon cease.
Cash used in investing activities during the first nine months of 2001 was
$107,592, of which $87,083 related to construction of capital assets to be
used at the Bear River Zeolite facility. The majority of the remaining
expenditures related to improving the Company's propane fuel storage
facilities.
The Company was able to fund its operating loss and its acquisition of plant
and equipment for the nine-month period ended September 30, 2001, from net
cash provided from financing activities of $325,362. During the nine-month
period ended September 30, 2001, $188,300 was generated from sales of 941,500
shares of unregistered common stock and warrants (See Note 3). Net
borrowings from a bank provided $81,757 of cash during the first nine months
of 2001. John C. Lawrence, the Company's president and a director, advanced
the Company a net amount of $94,895 during the nine-month period ended
September 30, 2001.
PART II-OTHER INFORMATION
ITEMS 1, 2, 3, 4, and 5 are omitted from this report as inapplicable.
ITEM 6. Exhibits and Reports on Form 8-K
NONE
8
SIGNATURE
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)
By:/s/ John C. Lawrence Date: November 13, 2001
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting
Officer)