UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 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
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
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 July 17, 2001, the registrant had outstanding 19,134,564 shares of par
value $.01 common stock.
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
United States Antimony Corporation and Subsidiaries
Consolidated Balance Sheets
<s> <c> <c>
(Unaudited)
June 30, December 31,
2001 2000
ASSETS
Current assets:
Restricted cash $ 5,966 $ 8,518
Inventories 153,688 221,457
Accounts receivable, less allowance
for doubtful accounts of $30,000 152,518 119,568
------- -------
Total current assets 312,172 349,543
------- -------
Investment in USAMSA, net 102,905 111,088
Properties, plants and equipment, net 293,439 246,250
Restricted cash for reclamation bonds 130,750 123,250
Deferred financing charges, net 43,163 63,789
------- -------
Total assets $ 882,429 $ 893,920
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Checks issued and payable $ 80,454 $ 107,133
Accounts payable 609,152 429,654
Accrued payroll and property taxes 146,622 241,588
Accrued payroll and other liabilities 212,597 89,680
Judgment payable 45,002 43,480
Accrued debenture interest payable 98,474 47,324
Due to related parties 46,802 10,307
Notes payable to bank, current 236,896 150,625
Accrued reclamation costs, current 67,569 80,000
--------- ---------
Total current liabilities 1,543,568 1,199,791
--------- ---------
Debentures payable, net of discount 1,003,771 997,449
Notes payable to bank, noncurrent 187,876 205,377
Accrued reclamation costs, noncurrent 206,888 199,388
--------- ---------
Total liabilities 2,942,103 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;
19,134,564 and 18,375,564 shares
issued and outstanding 191,345 183,755
Additional paid-in capital 15,496,596 15,352,386
Accumulated deficit (17,756,939) (17,253,550)
---------- ----------
Total stockholders' deficit (2,059,674) (1,708,085)
---------- ----------
Total liabilities and
stockholders' deficit $ 882,429 $ 893,920
========== ==========
The accompanying notes are an integral part of the financial statements
United States Antimony Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
<s> <c> <c> <c> <c>
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
Revenues:
Sales of antimony products and other $ 1,076,909 $ 1,190,413 $ 2,038,040 $ 2,363,463
Sales of zeolite products 2,655 2,655
----------- ----------- ----------- -----------
1,079,564 1,190,413 2,040,695 2,363,463
Cost of antimony production 821,401 995,888 1,623,769 1,844,043
Freight and delivery 118,921 142,363 222,535 243,977
----------- ----------- ----------- -----------
940,322 1,138,251 1,846,304 2,088,020
Gross profit 139,242 52,162 194,391 275,443
Other operating expenses:
Bear River Zeolite 119,425 165,668
Care, maintenance, and
reclamation-Yellow Jacket 2,500 50,105 2,860 77,906
General and administrative 156,921 91,351 330,608 344,195
Sales expenses 34,342 84,286 72,838 194,351
----------- ----------- ----------- -----------
313,188 225,742 571,974 616,452
Other (income) expense:
Interest expense 41,714 40,129 81,600 81,239
Factoring expense 23,911 24,827 47,175 49,288
Interest income and other (1,488) (2,507) (2,969) (4,647)
----------- ----------- ----------- -----------
64,137 62,449 125,806 125,880
----------- ----------- ----------- -----------
Net loss $ (238,083) $ (236,029) $ (503,389)$ (466,889)
=========== =========== =========== ===========
Basic net loss per share of common stock $ (0.01) $ (0.01) $ (0.03)$ (0.03)
=========== =========== =========== ===========
Basic weighted average shares outstanding 18,948,294 17,625,252 18,608,177 17,334,092
=========== =========== =========== ===========
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 six months ended
June 30, June 30,
2001 2000
Cash flows from operating activities:
Net loss $ (503,389) $ (466,889)
Adjustments to reconcile net loss to
net cash used by operations:
Depreciation and amortization 83,131 66,000
Accrued reclamation costs 7,500
Provision for doubtful accounts (20,000)
Issuance of common stock for consulting services 153,000
Change in:
Restricted cash 2,552 (3)
Accounts receivable (32,950) 10,243
Inventories 67,769 56,410
Restricted cash for reclamation bonds (7,500) 7,170
Prepaid expenses (1,747)
Accounts payable 194,510 64,612
Accrued payroll and property taxes (94,966) (8,166)
Accrued payroll and other 73,214 (32,029)
Judgments payable 1,522 1,422
Accrued debenture interest payable 51,150
Payable to related parties (3,505) (11,209)
Accrued reclamation costs (12,431) (35,300)
---------- -----------
Net cash used by operating activities (173,393) (216,486)
Cash flows from investing activities:
Purchase of properties, plants and equipment (92,689) (35,079)
---------- -----------
Net cash used in investing activities (92,689) (35,079)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants 149,300 155,000
Proceeds from related party advances 40,000 70,000
Proceeds from notes payable to bank, net 68,770 53,846
Proceeds from factoring company, net 34,691
Change in checks issued and payable (26,679) 12,749
Payments on note payable to Bobby C. Hamilton (40,030)
---------- -----------
Net cash provided by financing activities 266,082 251,565
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 $ 19,068 $ 79,159
========== ===========
Non-cash investing activities:
Common stock and warrants issued
for plant construction $ 2,500
==========
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 six-month period ended June 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 six-month period
ended June 30, 2000, have been reclassified to conform to the 2001
presentation. These reclassifications had no effect on the net loss 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. 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 currently under review by the Securites and Exchange Commission.
No response has been received from Blue WaterPartners, 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 small number of shares in transactions that may
not qualify for exemption from the Securities Act registration requirements.
As a result the Company may be subject to liabilites associated with the
recission rights of these shares.
At June 30, 2001, the Company had not recorded any liability associated with
the issuance of the shares describe above, as management believes the likelihood
of a claim and the ultimate outcome if any claims are 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 second 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
six months of 2001, approximately 31% of the Company's sales of antimony
products were to an individual customer and approximately 16% of sales of
antimony products were to a second individual customer, compared with
approximately 22% of the Company's sales of antimony products to an individual
customer during the six-month period ended June 30, 2000. During the second
quarter of 2001, the Company's 75% owned subsidiary, Bear River Zeolite
Company ("BRZ") delivered its first sales of zeolite, consisting of
approximately 36 tons of crushed zeolite material at an average sales price of
$74 per ton, or $2,655. To date, significant interest in BRZ's zeolite
products has been expressed by several potential users, and management
believes the BRZ will be an important contribution to the Company's business
in the near future. During the second quarter of 2001, the Company continued
pursuing the preparation and filing of a registration statement to register
shares of common stock and warrants relating to a financing arrangement
entered into with Thomson Kernaghan & Co., Ltd. during 2000. During the
second quarter of 2001, reclamation work at the Company's Yellow Jacket mine
site recommenced and substantial progress was made in reclamation of the pit
area. As a result of the reclamation work performed, the Company expects to
receive funds from the release of reclamation bonds held by regulating
agencies during the third quarter of 2001.
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition, Continued:
For the three-month period ended June 30, 2001 compared to the three-month
period ended June 30, 2000
The Company's operations resulted in a net loss of $238,083, or $0.01 per
basic weighted average share outstanding, for the three-month period ended
June 30, 2001 compared with a net loss of $236,029 or $0.01 per basic weighted
average share outstanding for the three-month period ended June 30, 2000. The
increase in loss for the second quarter of 2001 compared to the similar
quarter of 2000 is primarily due to: 1) decreased antimony product sales and
corresponding decreases in gross profit (due to slowing economic conditions)
2) legal and accounting expenses associated with the preparation of a
registration statement pursuant to a financing agreement with Thomson
Kernaghan & Co., Ltd. ("TK") and, 3) development, production and start-up
costs relating to the Company's newly formed 75% owned subsidiary, Bear River
Zeolite.
Total revenues from antimony product sales for the second quarter of 2001
were $1,076,909 compared with $1,190,413 for the comparable quarter of 2000, a
decrease of $113,504. Sales of antimony products during the second quarter
of 2001 consisted of 1,184,110 pounds at an average sale price of $0.91 per
pound. During the second quarter of 2000 sales of antimony products consisted
of 1,312,372 pounds at an average sale price of $0.91 per pound. Costs of
antimony production and costs of freight and delivery were $821,401 and
$118,921, or $0.69 and $0.10 per pound sold, respectively, for the three-month
period ended June 30, 2001 as compared to costs of antimony production and
costs of freight and delivery of $995,888 and $142,363, or $0.76 and $0.11 per
pound sold, respectively, for the three-month period ended June 30, 2000. The
decrease in cost of antimony production per pound during the first quarter of
2001 as compared to the first quarter of 2000, resulted from a corresponding
decrease in antimony metal prices.
During the second quarter of 2001, the Company incurred expenses totaling
$119,425 associated with its newly formed 75% owned subsidiary, Bear River
Zeolite Company ("Bear River Zeolite" or "BRZ"). No such costs were incurred
during the second quarter of 2000, as the subsidiary did not yet exist. In
addition to the second quarter Bear River Zeolite production, start-up and
development expenses, the Company capitalized $40,613 in BRZ plant
construction costs during the second quarter of 2001.
Care, maintenance, and reclamation costs at the Company's Yellow Jacket
property decreased from $50,105 during the second quarter of 2000 to $2,500
during the second quarter of 2001. The decrease was primarily due to the
decrease of accrued reclamation cost adjustments during the second quarter of
2001, and the property nearing its final reclamation phase.
General and administrative expenses were $156,921 during the second quarter
of 2001, compared to $91,351 during the second quarter of 2000. The increase
in general and administrative costs during the second quarter of 2001 compared
to the same quarter of 2000 was principally due to legal costs related to the
preparation of a registration statement of approximately $48,000 that were
accrued during the second quarter of 2001, and no such accrual during the
comparable period of 2000.
Sales expenses were $34,342 during the second quarter of 2001 compared with
$84,286 in the second quarter of 2000. The decrease was due to management's
restructuring of its sales staff with less costly and fewer employees.
Interest expense was $41,714 during the second quarter of 2001, and was
comparable to interest expense of $40,129 incurred during the second quarter
of 2000. Included in interest expense during the second quarter of 2001 was
$25,575 accrued on debentures payable and $3,161 of amortized debenture
discounts.
Accounts receivable factoring expense was $23,911 during the second quarter
of 2001 and was comparable to $24,827 of factoring expense incurred during the
second quarter of 2000. Interest income decreased from $2,507 during the
second quarter of 2000 to $1,488 during the second 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 six-month period ended June 30, 2001 compared to the six-month period
ended June 30, 2000
The Company's operations resulted in a net loss of $503,389, or $0.03 per
basic weighted average share outstanding, for the six-month period ended June
30, 2001 compared with a net loss of $466,889 or $0.03 per basic weighted
average share outstanding for the six-month period ended June 30, 2000.
Total revenues from antimony product sales for the six-month period ended June
30, 2001 were $2,038,040 compared with $2,363,463 for the comparable period of
2000, a decrease of $325,423. The major factor in the decrease in sales of
antimony products during the six-month period ended June 30, 2001, compared to
the same period of 2000, is substantially decreased sales volume experienced
in the first quarter of 2001. Sales of antimony products during the
six-month period ended June 30, 2001, consisted of 2,129,434 pounds at an
average sale price of $0.96 per pound. During the six-month period ended June
30, 2000, sales of antimony products consisted of 2,559,961 pounds at an
average sale price of $0.92 per pound. Costs of antimony production and costs
of freight and delivery were $1,623,769 and $222,535, or $0.76 and $0.10 per
pound sold, respectively, for the six-month period ended June 30, 2001, as
compared to costs of antimony production and costs of freight and delivery of
$1,844,043 and $243,977, or $0.72 and $0.09 per pound sold, respectively, for
the six-month period ended June 30, 2000. The increase in sales price and
cost of antimony production per pound during the six months ended June 30,
2001, is due to a corresponding increase in antimony metal prices.
During the six-month period ended June 30, 2001, the Company incurred
expenses totaling $165,668 associated with Bear River Zeolite. No such costs
were incurred during the six-month period ended June 30, 2000, as the
subsidiary did not yet exist.
Care, maintenance, and reclamation costs at the Company's Yellow Jacket
property decreased from $77,906 during the six-month period ended June 30,
2000 to $2,860 during the six-month period ended June 30, 2001. The decrease
was primarily due to the decrease of accrued reclamation cost adjustments
during the six-month period ended June 30, 2001, and the property nearing its
final reclamation phase.
General and administrative expenses were $330,608 during the six-month
period ended June 30, 2001, compared to $344,195 during the six-month period
ended June 30, 2000. Included in general and administrative expenses during
the six-month period ended June 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 six-month period ended
June 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 six-month period ended June 30, 2001 was
$70,000 related to the accrual of late filing penalties associated with the
registration statement.
Sales expenses were $72,838 during the six-month period ended June 30, 2001,
compared with $194,351 during the six-month period ended June 30, 2000. The
decrease was due to management's restructuring of its sales staff, with less
costly and fewer employees.
Interest expense was $81,600 during the six-month period ended June 30,
2001, and was comparable to interest expense of $81,239 incurred during the
six-month period ended June 30, 2000. Included in interest expense during the
six-month period ended June 30, 2001 was $51,150 accrued on debentures payable
and $6,322 of amortized debenture discounts.
Accounts receivable factoring expense was $47,175 during the six-month
period ended June 30, 2001 and was comparable to $49,288 of factoring expense
incurred during the six-month period ended June 30, 2000. Interest income
decreased from $4,647 during the six-month period ended June 30, 2000 to
$2,969 during the same period of 2001 due to a corresponding decrease in
reclamation bonds held during 2001.
7
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition, Continued:
Financial Condition and Liquidity
At June 30, 2001, Company assets totaled $882,429, and there was a
stockholders' deficit of $2,059,674. The stockholders' deficit increased
$351,589 from December 31, 2000, primarily due to the net loss incurred during
2001. At June 30, 2001, the Company's total current liabilities exceeded its
total current assets by $1,231,396. 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.
The Company has up to $825,000 available in additional borrowings from the
sale of convertible debentures under a financing agreement with a Canadian
investment banking firm, should it decide to utilize such. Management is also
optimistic about the prospect of future cash flows that may be generated from
its Bear River subsidiary.
Cash used by operating activities during the first six months of 2001
was $173,393, and resulted primarily from the six-month loss of $503,389 as
adjusted by decreasing inventories, increasing accounts payable, the non-cash
effects of depreciation and amortization, and changes in other current assets
and liabilities.
Cash used in investing activities during the first six months of 2001 was
$92,689, of which $78,923 related to construction of capital assets to be used
at the Bear River Zeolite facility, and 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 six-month period ended June 30, 2001, from net cash
provided from financing activities of $266,082. During the six-month period
ended June 30, 2001, $149,300 was generated from sales of 746,500 shares of
unregistered common stock and warrants. Net borrowings from a bank provided
$68,770 of cash during the first six months of 2001 and net advances from an
accounts receivable factoring company provided $34,691 during the first six
months of 2001. John C. Lawrence, the Company's president and a director, had
also advanced a net amount of $40,000 to the Company during the six-month
period ended June 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
On June 15, 2001, the Company filed a current report on Form 8-K dated June
14, 2001; Under Item 9, the Company disclosed certain information pursuant to
regulation FD.
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: August 13, 2001
John C. Lawrence, Director and President
(Principal Executive, Financial and Accounting
Officer)
9