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 June 30, 1999 [ ] 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 August 11, 1999, the registrant had outstanding 13,450,725 shares of par value $.01 common stock. PART I-FINANCIAL INFORMATION ITEM 1. Financial Statements and Supplementary Data United States Antimony Corporation and Subsidiary Consolidated Balance Sheets (Unaudited) June 30, December 31, 1999 1998 ASSETS Current assets: Restricted cash $ 222 $ 221 Inventories 428,377 365,398 Accounts receivable 215,409 ------- ------- Total current assets 644,008 365,619 Properties, plants and equipment, net 498,501 515,392 Restricted cash for reclamation bonds 178,986 178,986 ------- ------- Total assets $1,321,495 $1,059,997 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable $ 40,119 $ 31,089 Accounts payable 479,729 256,373 Accrued payroll and property taxes 223,191 168,482 Accrued payroll and other 73,886 61,999 Judgments payable 165,235 164,084 Accrued debenture interest payable 362,037 348,787 Due to related parties 32,407 37,635 Notes payable to bank, current 121,803 160,017 Note payable to Bobby C. Hamilton, current 85,377 83,157 Debentures payable 335,000 335,000 Accrued reclamation costs, current 140,000 222,453 ------- ------- Total current liabilities 2,058,784 1,869,076 Notes payable to bank, noncurrent 195,047 106,793 Note payable to Bobby C. Hamilton, noncurrent 1,481,581 1,512,402 Accrued reclamation costs, noncurrent 280,735 280,819 ------- ------- Total liabilities 4,016,147 3,769,090 Commitments and contingencies ------- ------- Stockholders' deficit: Preferred stock, $.01 par value, 10,000,000 shares authorized: Series A: 4,500 shares issued and outstanding(liquidation preference $101,250, at December 31, 1998) 45 45 Series B: 750,000 shares issued and outstanding (liquidation preference $787,500, at December 31, 1998) 7,500 7,500 Series C: 2,560,762 shares issued and outstanding(liquidation preference $1,408,419, at December 31, 1998) 25,608 25,608 Common stock, $.01 par value, 20,000,000 shares authorized; 13,450,725 and 13,425,925 shares issued and outstanding 134,507 134,259 Additional paid-in capital 14,081,262 14,079,260 Accumulated deficit (16,943,574) (16,955,765) ---------- ---------- Total stockholders' deficit (2,694,652) (2,709,093) ---------- ---------- Total liabilities and stockholders' deficit $1,321,495 $1,059,997 ========== ========== The accompanying notes are an integral part of the consolidated financial statements United States Antimony Corporation and Subsidiary Consolidated Statements of Operations for the three and six-month periods ended June 30, 1999 and June 30, 1998 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 Revenues: Sales of antimony products $1,533,620 $886,936 $2,223,922 $1,806,660 Cost of antimony production 1,301,705 752,077 1,919,080 1,581,973 --------- ------- --------- --------- Gross Profit 231,915 134,859 304,842 224,687 --------- ------- --------- --------- Operating expenses: Care and maintenance- Yellow Jacket 4,906 54,345 43,770 128,647 Exploration and evaluation 11,926 33,326 45,198 63,434 General and administrative expenses 81,588 98,138 143,708 156,157 --------- ------- --------- --------- 98,420 185,809 232,676 348,238 --------- ------- --------- --------- Other expenses (income): Gain from accrued reclamation costs adjustment (35,000) (35,000) Gain from accounts payable adjustment (16,440) Interest expense 64,930 52,263 116,072 100,550 Interest income and other (2,311) (15,807) (4,657) (18,330) --------- ------- --------- --------- 27,619 36,456 59,975 82,220 --------- ------- --------- --------- Net income (loss) $105,876 $(87,406) $ 12,191 $(205,771) ========= ======= ========= ========== common share $ 0.01 $ (0.01) $ Nil $ (0.02) ========= ========= ========= ========== Diluted net income (loss) per common share $ 0.01 $ (0.01) $ Nil $ (0.01) ========= ========= ========= ========== Basic weighted average shares outstanding 13,450,725 13,290,434 13,445,076 13,225,883 ========== ========== ========== ========== Diluted weighted average shares outstanding 16,045,550 15,851,196 16,039,901 15,786,645 ========== ========== ========== ========== The accompanying notes are an integral part of the consolidated financial statement United States Antimony Corporation and Subsidiary Consolidated Statements of Cash Flows for the six-month periods ended June 30, 1999 and 1998 (Unaudited) June 30, June 30, 1999 1998 Cash flows from operating activities: Net income (loss) $12,191 $(205,771) Adjustments to reconcile net loss to net cash provided by(used in) operations: Depreciation 62,623 78,224 Issuance of stock to employees as compensation 1,050 Gain from accrued reclamation costs adjustment (35,000) Gain on accounts payable write off (16,440) Change in: Restricted cash (1) 15,184 Inventories (62,979) (766) Accounts receivable (215,409) Prepaid expenses 240 Accounts payable 240,996 9,238 Accrued payroll and property taxes 54,709 19,792 Accrued payroll and other 11,887 26,174 Judgments payable 1,151 2,367 Accrued debenture interest payable 13,250 16,750 Due to related parties (5,228) 6,846 Accrued reclamation costs (47,537) -------- ------- Net cash provided by (used in) operations 15,263 (31,722) -------- ------- Cash flows from investing activities: Purchase of properties, plant and equipment (45,732) (23,683) -------- ------- Net cash used in investing activities (45,732) (23,683) -------- ------- Cash flows from financing activities: Proceeds from issuance of common stock and warrants 50,000 Proceeds from notes payable to bank 250,000 190,050 Payments on notes payable to bank (199,960) (155,194) Increase (decrease) in checks issued and payable 9,030 (9,661) Payments on note payable to Bobby C. Hamilton (28,601) (19,790) -------- ------- Net cash provided by (used in) financing activities 30,469 55,405 -------- ------- 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 $ 86,591 $83,800 ======== ======= Noncash financing activities: Common stock issued in exchange for note receivable $ 5,000 ======= The accompanying notes are an integral part of the consolidated financial statements. PART I - FINANCIAL INFORMATION, CONTINUED: UNITED STATES ANTIMONY CORPORATION and SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Notes to December 31, 1998 consolidated financial statements: The notes to the consolidated financial statements as of December 31, 1998, as set forth in the Company's 1998 Annual Report on Form 10-KSB, substantially apply to these interim consolidated financial statements and are not repeated here. 2. Adjustments to financial statements: The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods reported. All such adjustments are of a normal recurring nature. All financial statements presented herein are unaudited. However, the balance sheet as of December 31, 1998, was derived from the audited consolidated balance sheet referred to in Note 1 above. Certain consolidated financial statement amounts for the six-month period ended June 30, 1998, have been reclassified to conform to the 1999 presentation. These reclassifications had no effect on the net loss or accumulated deficit as previously reported. 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 believes the cleanup will be complete sometime by 2001. 4. Income (loss) per common share: The following table presents a reconciliation of the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the six-month periods ended June 30, 1999 and 1998. June 30, 1999 --------- Per share Income Shares Amounts Basic EPS: Net income $12,191 13,445,076 Nil Effect of Dilutive Securities Common stock warrants (1) Series C preferred stock (2) 2,594,825 Diluted EPS: --------- ---------- ---- Net income $12,191 16,039,901 Nil ========= ========== ==== June 30, 1998 --------- Per share Loss Shares Amounts Basic EPS: Net loss $205,771 13,225,883 $0.02 Effect of Dilutive Securities Common stock warrants (1) Series C preferred stock (2) 2,560,762 Diluted EPS: --------- ---------- ---- Net loss $205,771 15,786,645 $0.01 ========= ========== ==== (1) Common stock warrants totaling 1,344,356 and 994,356 outstanding during 1999 and 1998, respectively, were not included in the computation of diluted EPS at June 30, 1999 or 1998 because the various exercise prices of the warrants were greater than the average market price of the Company's common stock. (2) Series C preferred stock is convertible into common stock of the company on a share-for-share basis. The effect on the computation of diluted weighted average shares outstanding is based upon the potential conversion of the shares into common stock for the period of time the preferred shares were outstanding and the antidilutive provisions of the Series C shares. ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition General Certain matters discussed are forward-looking statements that involve risks and uncertainties, including the impact of antimony prices,changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent the Company's judgment as of the date of this filing. The Company disclaims, however, any intent or obligation to update these forward-looking statements. Results of Operations For the three-month period ended June 30, 1999 During the second quarter of 1999, the Company operated its antimony business entirely independent of any affiliated sales company. Prior to March 31, 1999, and since 1991, the Company has shared profits from sales of its antimony products with HoltraChem, and later BCS, on a 50/50 basis. On March 31, 1999, the Company terminated its relationship with BCS, and began selling its antimony products on its own. In connection with the termination, the Company purchased BCS's share of antimony products inventory, and acquired key sales personnel that were previously employed by HoltraChem and later BCS. The Company also procured the assignment of certain marketing agreements from BCS. During the second quarter of 1999, the Company reversed approximately $58,000 of Occupational Safety and Health Administration ("OSHA") fines that had been originally accrued during 1998 for violations occurring at the Company's antimony plant near Thompson Falls, Montana. The reversal was the result of a negotiated settlement with the U.S. Department of Labor. Results of Operations For the three-month period ended June 30, 1999, Continued The Company's operations resulted in a net income of $105,876 for the three-month period ended June 30, 1999 compared with a net loss of $87,406 for the three-month period ended June 30, 1998. Total revenues from antimony product sales for the second quarter of 1999 were $1,533,620 compared with $886,936 for the comparable quarter of 1998, an increase of $646,684. The increase in revenues and sales in pounds during 1999 was directly the result of the Company operating its antimony business independent of any affiliated sales company. Sales of antimony products during the second quarter of 1999 consisted of 1,549,099 pounds at an average sale price of $.99 per pound. During the second quarter of 1998 sales of antimony products consisted of 789,739 pounds at an average sale price of $1.12 per pound. The decrease in sale prices of antimony products from the second quarter of 1999 to the second quarter of 1998 is the result of a corresponding decrease in antimony metal prices. Gross profit from antimony sales during the second three-month period of 1999 was $231,915 compared with gross profit of $134,859 during the second three-month period of 1998. The increase in gross profit during the second quarter of 1999 compared to the comparable quarter of 1998, is due to an increased sales volume of antimony products in 1999 and the reversal of approximately $58,000 in OSHA fines that had been accrued in cost of sales during 1998. In 1996, the Company's Yellow Jacket property was put on a care and maintenance status and gold production was terminated. Subsequent to the curtailment of production at Yellow Jacket, the Company began an underground exploration program and proceeded in reopening an abandoned tunnel on the property (the No. 3 Tunnel). During 1997, 1998 and the first and second quarters of 1999, the Company pursued exploration and core drilling activities at Yellow Jacket. During the second quarter of 1999, due to depressed gold prices and the absence of any discovery of mineralized material that could be economically mined, the Company abandoned its exploration program and began final reclamation and closure activities. Costs related to the care-and-maintenance of Yellow Jacket were $4,906 for the three-month period ended June 30, 1999, compared with costs of $54,345 during the three-month period ended June 30, 1998. The decrease was primarily due to the non-accrual of minimum royalty payments during 1999 and decreasing depreciation costs of equipment located at the property. Costs related to exploration and evaluation at Yellow Jacket were $11,926 for the three-month period ended June 30, 1999, compared with costs of $33,326 during the three-month period ended June 30, 1998. The decrease in exploration and evaluation costs are due to the cessation of exploration activities at the property during the second quarter of 1999. General and administrative expenses decreased $16,550 during the second three months of 1999 as compared to the second three months of 1998. The decrease was principally due to the reclassification of certain office labor costs into costs of sales during 1999 as compared to 1998. During the second quarter of 1999, the Company re-evaluated its estimate of reclamation costs required to complete reclamation and remediation at the Company's Preachers Cove mill site pursuant to the consent decree signed with the Idaho Department of Environmental Quality in 1996. In connection with this re-evaluation, the Company recognized a gain of $35,000 during the second quarter of 1999. The Company plans to monitor reclamation costs on all its properties throughout the remainder of 1999 and adjust accrued reclamation costs as necessary to reflect the Company's best estimate of costs required to fulfill its reclamation responsibilities to federal and state environmental agencies. Results of Operations For the three-month period ended June 30, 1999, Continued Interest expense was $64,930 during three-month period ended June 30,1999, compared to $52,263 for the same period in 1998. The increase in interest expense is primarily due to interest costs on inventory purchased from BCS on March 31, 1999, and interest accrued on delinquent payroll taxes in the second three months of 1999 compared to that of 1998. Interest and other income was $2,311 during the three-month period ended June 30, 1999, compared to $15,807 for the same period in 1998. The decrease in interest and other income for the second quarter of 1999 as compared to the same period in 1998 was due to the absence of other income in 1999. For the six-month period ended June 30, 1999 The Company's operations resulted in net income of $12,191 for the six-month period ended June 30, 1999 compared with a net loss of $205,771 for the six-month period ended June 30, 1998. Total revenues from antimony product sales for the first six months of 1999 were $2,223,922 compared with $1,806,660 for the comparable period in 1998. The increase in revenues during 1999 was due to the Company's independent operation of its antimony business. Sales of antimony products during the first three months of 1999 consisted of 2,233,421 pounds at an average sale price of $1.00 per pound. During the first six months of 1998 sales of antimony products consisted of 1,571,532 pounds at an average sale price of $1.15 per pound. The decrease in sale prices of antimony products from the first two quarters of 1998 compared to the first two quarters of 1999 is the result of a corresponding decrease in antimony metal prices. Gross profit from antimony sales during the first six months of 1999 was $304,842, compared with gross profit of $224,687 during the first six months of 1998. The increase in gross profit during the first six months of 1999 compared to the comparable period of 1998, is primarily due to increase sales volume of antimony products and the reversal of approximately $58,000 of OSHA fines during the second quarter of 1999. Costs related to the care-and-maintenance of Yellow Jacket were$43,770 for the six-month period ended June 30, 1999, compared with costs of $128,647 during the six-month period ended June 30, 1998. The decrease was primarily due to the non-accrual of minimum royalty payments during 1999. Costs related to exploration and evaluation at Yellow Jacket were $45,198 for the six-month period ended June 30, 1999, compared with comparable costs of $63,434 during the six-month period ended June 30, 1998. General and administrative expenses decreased $12,449 during the first six months of 1999 as compared to the first six months of 1998. The decrease was principally due to the reclassification of certain office labor costs into costs of sales during 1999 as compared to 1998. Interest expense was $116,072 during six-month period ended June 30,1999, compared to $100,550 for the same period in 1998. The increase in interest expense is primarily due to interest costs relating to inventory purchased from BCS on March 31, 1999, and interest accrued on delinquent payroll taxes in the first six months of 1999 compared to that of 1998. Interest and other income was $4,657 during the six-month period ended June 30, 1999, compared to $18,330 for the same period in 1998. The decrease in interest and other income from 1998 to 1999 is due to the absence of other income in 1999 compared to 1998. During the first quarter of 1999 a gain of $16,440, resulting from the write off of certain accounts payable was recognized, no such gain was recognized for the comparable quarter of 1998. Financial Condition and Liquidity At June 30, 1999, Company assets totaled $1,321,495, and there was a stockholders' deficit of $2,694,652. The stockholders' deficit decreased $14,441 from December 31, 1998, primarily due to the net income incurred during the first two quarters of 1999. In order to continue as a going concern, the Company is dependent upon profitable operations from the antimony division and continuing 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 optomistic that the Company will be able to sustain profitable operations and meet its obligations, there can be no assurance of such. Cash provided by operating activities during the first six months of 1999 was $15,263 compared with cash used of $31,722 during the first six months of 1998. The change in cash from operations for the first six months of 1999 compared to the same period in 1998 was primarily due to the attainment of net operating income during 1999 as compared to 1998. Cash used in investing activities during the first six months of 1999 was $45,732 compared to $23,683 used in investing activities during the comparable period of 1998. During both periods cash used in investing activities related to investment in antimony processing plant and equipment. During the second quarter of 1999, $20,000 of cash used in investing activities related to the Company's investment in USAMSA plant and equipment. Cash provided by financing activities was $30,469 during the first six months of 1999 compared to $55,405 provided by financing activities during the comparable period of 1998. The change in cash from financing activities is principally due to the absence of stock and warrant sales in 1999 and increased principal payments to Bobby C. Hamilton compared to the first six months of 1998. In 1997, the Company exchanged a convertible debenture for Series C preferred stock. In connection with the exchange, the Company was required to establish a "sinking fund" to pay a percentage of accrued interest due on the debenture. To date, the sinking fund has not been formally established, but payments of $8,500 have been made on the original balance due of $23,140. The Company believes that funding will continue to be available to fully retire the obligation in the months ahead. Other significant financial commitments for future periods will include: .Servicing notes payable to bank. .Servicing the Bobby C. Hamilton note payable. .Keeping current on property, payroll, and income tax liabilities and accounts payable. .Fulfilling responsibilities with environmental, labor safety and securities regulatory agencies. During the second quarter of 1999, the Company operated its antimony business independent of any affiliated sales company. Accordingly, the Company has experienced an increase in its overall profitability that will assist the Company in meeting its obligations. During the second quarter of 1999 the Company successfully negotiated an accounts receivable factoring arrangement to supplement its financial and operational cash needs. Costs related to factoring the Company's accounts receivable during the second quarter of 1999 were approximately $52,000 and were included in costs of antimony production. In 1996, the Yellow Jacket operation was put on a care-and-maintenance basis after a long history of operating losses and an underground exploration program was started. During the second quarter of 1999, the Company terminated its exploration efforts at the Yellow Jacket, and began reclamation activities. The Company anticipates that additional financial resources will be available to it now that exploration costs have ceased. Financial Condition and Liquidity Year 2000 The Company has performed an evaluation of its computer hardware and determined that with only a few minor exceptions, it is Y2K compliant at this time. Minor upgrades have been completed on accounting software to make it Y2K compliant at no material cost to the Company. The Company's customers are predominantly large manufacturers. If any of these customers were not Y2K compliant by the end of 1999 and could not buy the Company's antimony products, it could have a material impact on the Company's operations. The Company's operations could also be impacted if the antimony metal vendors the Company acquires raw materials from were not Y2K compliant and could not provide antimony metal. However, management anticipates that these companies will be ready and, therefore, the Company's ope rations will not be materially impacted when the year 2000 arrives. If any of the Company's other business associates are not Y2K compliant by the year 2000, management does not believe it will have a material impact on the Company's operations. PART II-OTHER INFORMATION ITEM 1. Legal Proceedings On April 8, 1998, Ronald Michael Meneo, Trustee of the Walter L. Maguire 1935-1 Trust ("The Trust"), filed an action in the Twentieth Judicial District Court of Sanders County, Montana against the Company. The action seeks to recover principal amounts totaling $335,000 due on defaulted convertible and subordinated convertible debentures held by The Trust. The action also seeks to recover accrued interest on the principal amounts of the debentures at the rate of ten percent per annum that was due on the maturity dates of the debentures, interest at ten percent on all principal and interest due on the debentures accruing from the dates of maturity to the present, and all amounts relating to The Trust's legal fees incurred in bringing the action. On June 26, 1998, the Company filed an Answer, Counterclaim, and request for Jury Trial in the Montana Twentieth Judicial District Court, Sanders County, in response to the action filed on April 8, 1998. In the filing the Company denied the Trust's complaint and alleged a counterclaim against the Trust, citing breach of contract and breach of implied covenant of good faith and fair dealing. On July 15, 1998, the Company filed an action in the Montana Twentieth Judicial District Court, Sanders County, against Walter L. Maguire, Sr., a director and shareholder. The complaint alleges damages suffered by the Company as a result of Mr. Maguire's actions described in three counts, 1) Breach of Director Duties 2) Conspiracy, and 3) Constructive Fraud. The allegations set forth in the complaint describe Mr. Maguire's alleged representations that he controlled the Walter L. Maguire 1935-1 Trust, and led the Company and other shareholders to detrimentally believe that certain defaulted debentures held by the Trust would be converted to Series C Preferred Stock in accordance with an Offer to Purchase dated November 21, 1997, that was submitted to the Trust and other debt holders. The complaint seeks damages of $1,500,000 and a further amount to be proven at trial. Discovery proceeded during the first quarter of 1999, and the Company is vigorously defending against the original complaint, as well as prosecuting the counterclaim against the Trust and action against Mr. Maguire. On October 13, 1998 Mr. Maguire responded to the action filed on July 15, 1998, by filing an Answer, Counterclaim and Third-party complaint in the Montana Twentieth Judicial District Court, Sanders County against the Company and (third party) John C. Lawrence, the Company's president and a director and shareholder. Mr. Maguire's counterclaim and third party complaint alleged damages described in separate counts of libel and slander suffered as a result of accusations made by the Company and Mr. Lawrence. On May 14, 1999, Mr. Maguire motioned the court for an order to dismiss his Counterclaim and Third-party complaint stating that he did not have sufficient facts upon which to rely in continuing with his Counterclaim and Third-party complaint. The court subsequently granted the motion and the Counterclaim and Third-party complaint were dropped. ITEMS 2, 3, 4, and 5 are omitted from this report as inapplicable. PART II- OTHER INFORMATION, CONTINUED ITEM 6. Exhibits and Reports on Form 8-K None. 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) By:/s/ John C. Lawrence Date: August 11, 1999 John C. Lawrence, Director and President (Principal Executive, Financial and Accounting Officer)