-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PhwWA6l6oCaeQjAaUGcph8g9w74Jr+e8pbNNn8WPaDAZ/BZ9VifgaAKnxawDCWaB aZWTlfRNQj7kK9/bmdbZFw== 0001172593-02-000017.txt : 20020815 0001172593-02-000017.hdr.sgml : 20020815 20020815121533 ACCESSION NUMBER: 0001172593-02-000017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES ANTIMONY CORP CENTRAL INDEX KEY: 0000101538 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 810305822 STATE OF INCORPORATION: MT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-08675 FILM NUMBER: 02739259 BUSINESS ADDRESS: STREET 1: P O BOX 643 CITY: THOMPSON FALLS STATE: MT ZIP: 59873 BUSINESS PHONE: 4068273523 MAIL ADDRESS: STREET 1: PO BOX 643 CITY: THOMPSON FALLS STATE: MT ZIP: 59873-0643 FORMER COMPANY: FORMER CONFORMED NAME: AGAU MINES INC DATE OF NAME CHANGE: 19740728 10QSB 1 doc1.txt 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, 2002 [ ] 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 (I.R.S. Employer 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 August 9, 2002, the registrant had outstanding 27,027,959 shares of par value $0.01 common stock. UNITED STATES ANTIMONY CORPORATION QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1: Financial Statements 1 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 5 PART II - OTHER INFORMATION Item 1: Legal Proceedings 9 Item 2: Changes in Securities 9 Item 3: Defaults among Senior Securities 9 Item 4: Submission of Matters to a Vote of Security Holders 9 Item 5: Other Information 9 Item 6: Exhibits and Reports on Form 8-K 9 SIGNATURES [The balance of this page has been intentionally left blank.] PART I-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
(UNAUDITED) JUNE 30, DECEMBER 31, 2002 2001 ASSETS Current assets: Restricted cash. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,092 $ 3,803 Accounts receivable, less allowance for doubtful accounts of $30,000 . . . . . . . . . . . . . . . . . 73,857 105,084 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,393 126,075 ------------- -------------- Total current assets . . . . . . . . . . . . . . . . . . . . 300,342 234,962 Investment in USAMSA, net. . . . . . . . . . . . . . . . . . . . . . . 83,503 95,734 Properties, plants and equipment, net. . . . . . . . . . . . . . . . . 464,749 307,373 Restricted cash for reclamation bonds. . . . . . . . . . . . . . . . . 87,550 87,550 ------------- -------------- Total assets . . . . . . . . . . . . . . . . . . . . . . . . $ 936,144 $ 725,619 ============= ============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable. . . . . . . . . . . . . . . . . . . . . . $ 72,650 $ 61,121 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . 659,675 624,588 Accrued payroll and property taxes . . . . . . . . . . . . . . . . . 292,134 256,320 Accrued payroll. . . . . . . . . . . . . . . . . . . . . . . . . . . 24,379 26,150 Other current liabilities. . . . . . . . . . . . . . . . . . . . . . 55,316 56,640 Judgment payable . . . . . . . . . . . . . . . . . . . . . . . . . . 48,224 46,523 Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . 14,640 14,640 Payable to related parties . . . . . . . . . . . . . . . . . . . . . 164,864 121,082 Notes payable to bank, current . . . . . . . . . . . . . . . . . . . 336,507 119,431 Accrued reclamation costs, current . . . . . . . . . . . . . . . . . 133,080 137,639 ------------- -------------- Total current liabilities. . . . . . . . . . . . . . . . . . 1,801,469 1,464,134 Notes payable to bank, noncurrent. . . . . . . . . . . . . . . . . . . 164,491 341,845 Accrued reclamation costs, noncurrent. . . . . . . . . . . . . . . . . 87,524 87,524 ------------- -------------- Total liabilities. . . . . . . . . . . . . . . . . . . . . . 2,053,484 1,893,503 ------------- -------------- Commitments and contingencies (Note 3) 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; 27,027,959 issued and outstanding at June 30, 2002 and 26,156,959 shares issued and outstanding at December 31, 2001. 270,279 261,569 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 16,954,970 16,791,610 Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . (18,351,913) (18,230,387) ------------- -------------- Total stockholders' deficit. . . . . . . . . . . . . . . . . (1,117,340) (1,167,884) ------------- -------------- Total liabilities and stockholders' deficit $ 936,144 $ 725,619 ============ =============
The accompanying notes are an integral part of the financial statements. 1
UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, JUNE 30, JUNE 30, JUNE30, 2002 2001 2002 2001 Revenues: Sales of antimony products and other . . . . . . . $ 975,283 $ 1,076,909 $ 1,626,372 $ 2,038,040 Sales of zeolite products. . . . . . . . . . . . . 44,593 2,655 105,907 2,655 ------------ ------------ ------------ ------------ 1,019,876 1,079,564 1,732,279 2,040,695 Costs of production-antimony . . . . . . . . . . . 728,666 821,401 1,293,214 1,623,769 Costs of production-zeolite. . . . . . . . . . . . 73,391 112,702 Freight and delivery-antimony. . . . . . . . . . . 114,333 118,921 194,142 222,535 ------------ ------------ ------------ ------------ 916,390 940,322 1,600,058 1,846,304 Gross profit . . . . . . . . . . . . . . . . . . . . 103,486 139,242 132,221 194,391 ------------ ------------ ------------ ------------ Other operating expenses: Bear River Zeolite sales, development and general and administrative . . . . . . . . . . . . . . . 50,396 119,425 112,681 165,668 General and administrative . . . . . . . . . . . . 67,522 159,421 165,418 333,468 Sales expense. . . . . . . . . . . . . . . . . . . 17,533 34,342 44,398 72,838 ------------ ------------ ------------ ------------ 135,451 313,188 322,497 571,974 ------------ ------------ ------------ ------------ Other (income) expense: Interest expense . . . . . . . . . . . . . . . . . 19,921 41,714 37,373 81,600 Factoring expense. . . . . . . . . . . . . . . . . 26,001 23,911 45,327 47,175 Interest income. . . . . . . . . . . . . . . . . . (696) (1,488) (1,450) (2,969) Sale of Bear River Zeolite royalty . . . . . . . . (150,000) (150,000) ------------ ------------ ------------ ------------ (104,774) 64,137 (68,750) 125,806 ------------ ------------ ------------ ------------ Net income (loss). . . . . . . . . . . . . . . . . . $ 72,809 $ (238,083) $ (121,526) $ (503,389) ============ ============ ============ ============ Basic net income (loss) per share of common stock. . $ Nil $ (0.01) $ Nil $ (0.03) ============ ============ ============ ============ Basic weighted average shares outstanding. . . . . . 26,979,048 18,948,294 26,783,559 18,608,177 ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements. 2 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 Cash flows from operating activities: Net loss. . . . . . . . . . . . . . . . . . . . . . . . $ (121,526) $(503,389) Adjustments to reconcile net loss to net cash used by operations: Depreciation and amortization . . . . . . . . . . . 44,772 83,131 Accrued reclamation costs . . . . . . . . . . . . . 7,500 Change in: Restricted cash . . . . . . . . . . . . . . . . . (102,290) 2,552 Accounts receivable . . . . . . . . . . . . . . . 31,227 (32,950) Inventories . . . . . . . . . . . . . . . . . . . 5,682 67,769 Restricted cash for reclamation bonds . . . . . . (7,500) Accounts payable. . . . . . . . . . . . . . . . . 35,087 194,510 Accrued payroll and property taxes. . . . . . . . 35,814 (94,966) Accrued payroll and other . . . . . . . . . . . . (3,095) 73,214 Judgments payable . . . . . . . . . . . . . . . . 1,701 1,522 Accrued debenture interest payable. . . . . . . . 51,150 Payable to related parties. . . . . . . . . . . . 5,826 (3,505) Accrued reclamation costs . . . . . . . . . . . . (4,559) (12,431) -------------------- ---------- Net cash used by operating activities . . . . . (71,361) (173,393) -------------------- ---------- Cash flows from investing activities: Purchase of properties, plants and equipment. . . . . . (189,917) (92,689) -------------------- ---------- Net cash used in investing activities . . . . . (189,917) (92,689) -------------------- ---------- Cash flows from financing activities: Proceeds from issuance of common stock and warrants . . 172,070 149,300 Payments on notes payable to bank . . . . . . . . . . . (60,489) Proceeds from related party advances, net . . . . . . . 37,957 40,000 Proceeds from notes payable to bank . . . . . . . . . . 100,211 68,770 Proceed from factoring company. . . . . . . . . . . . . 34,691 Change in checks issued and payable . . . . . . . . . . 11,529 (26,679) -------------------- ---------- Net cash provided by financing activities . . . 261,278 266,082 -------------------- ---------- 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. . . . . . . . $ 28,758 $ 19,068 ==================== ========== 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 SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION: The unaudited consolidated financial statements have been prepared by United States Antimony Corporation ("USAC" or "the Company") in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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, 2002 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002. Certain consolidated financial statement amounts for the three and six-month periods ended June 30, 2001, have been reclassified to conform to the 2002 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, 2001. 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. 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. The Company has been reclaiming the property and, as of December 31, 2001, the cyanide solution cleanup was complete, the mill removed, and a majority of the cyanide leach residue disposed of. In 1996, the Idaho Department of Environmental Quality requested that the Company sign a consent decree related to completing the reclamation and remediation at the Preachers Cove mill, which the Company signed in December 1996. In November of 2001, the Environmental Protection Agency ("EPA") listed two by-products of the Company's antimony oxide manufacturing process as hazardous wastes. Antimony slag and antimony bag house filters are now subject to comprehensive management and treatment standards under subtitle C of the Resource Conservation and Recovery Act ("RCRA"), and emergency notification requirements for releases to the environment under CERCLA. During 2001, the Company adjusted its reclamation accrual at its antimony processing site based on an estimate of costs associated with disposing the Company's current antimony slag inventory according to EPA universal treatment standards. While it is reasonably probable that additional future costs will result from the EPA's listings, the additional costs are not estimable at December 31, 2001 and June 30, 2002, and accordingly have not been accrued for. 4 UNITED STATES ANTIMONY CORPORATION AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED: 3. COMMITMENTS AND CONTINGENCIES, CONTINUED: The Company's management believes that USAC is currently in substantial compliance with environmental regulatory requirements and that its accrued environmental reclamation costs are representative of management's estimate of costs required to fulfill its reclamation obligations. Such costs are accrued at the time the expenditure becomes probable and the costs can reasonably be estimated. 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. Any changes to the Company's reclamation plans as a result of these factors could have an adverse affect on the Company's operations. The range of possible losses in excess of the amounts accrued cannot be reasonably estimated at this time. During 2001, the Company 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 June 30, 2002 and December 31, 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 economic 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 For the three-month period ended June 30, 2002 compared to the three-month period ended June 30, 2001 On May 29, 2002, the Company, was assigned all rights, title and interest in any and all common stock of Bear River Zeolite Company ("Bear River Zeolite" or "BRZ") owned by George Desborough and Nick Raymond, holders of 25% of BRZ's outstanding shares of common stock. The assignment brought the Company's ownership in Bear River Zeolite to 100%. In connection with the assignment, the Company agreed to pay Mr. Desborough and Mr. Raymond a royalty on zeolite sales ranging from 1-3% based on per-ton zeolite sale prices. As additional consideration for the assignment, USAC also agreed to issue Mr. Desborough and Mr. Raymond a total of 50,000 restricted common stock purchase warrants exercisable at $0.40 for a period of 3 years within 30 days of the signing of the agreement, providing common stock is authorized. At June 30, 2002, the Company didn't have authorized shares of common stock available to affect the warrant issue, and the warrants had not yet been issued. On June 1, 2002, BRZ sold a production royalty to Delaware Royalty Corporation ("Delaware"), a company controlled by Al Dugan, a major shareholder that may be regarded as an affiliate. The sale granted Delaware a 2% royalty on all zeolite ore extracted and sold from BRZ's Webster Farm zeolite property. As consideration for the royalty the Company received $150,000. The royalty is due at the end of each quarter and is calculated on the gross sales proceeds from zeolite shipped and sold during the preceding quarter. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: The Company's operations resulted in net income of $72,809 for the three-month period ended June 30, 2002, compared with a net loss of $283,083 for the three-month period ended June 30, 2001. Net income during the second quarter of 2002 compared to the net loss during the similar quarter of 2001 is primarily due to the sale of a royalty in the Company's zeolite operations and decreased general and administrative expenses during the second quarter of 2002. Total revenues from antimony product sales for the second quarter of 2002 were $975,283 compared with $1,076,909 during the comparable quarter of 2001, a decrease of $101,626. During the three-month period ended June 30, 2002, 36.62%, of the Company's revenues from antimony product sales were from sales to one customer and 10.8% were from sales to a second individual customer. Sales of antimony products during the second quarter of 2002 consisted of 1,188,019 pounds at an average sale price of $0.82 per pound. During the second quarter of 2001 sales of antimony products consisted of 1,184,110 pounds at an average sale price of $0.91 per pound. The decrease in sale prices of antimony products from the second quarter of 2001 to the second quarter of 2002 is the result of a corresponding decrease in antimony metal prices. Sales of zeolite products during the second quarter of 2002 were $44,593 compared to sales of $2,655 during the second quarter of 2001. Gross profit from antimony and zeolite sales during the second three-month period of 2002 was $103,486 compared with gross profit of $139,242 during the second three-month period of 2001. During the second quarter of 2002, the Company incurred expenses totaling $50,396 associated with sales, development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $119,425 of expenses in the comparable quarter of 2001. The decrease in BRZ expenses was principally due to the start-up costs incurred during the second quarter of 2001 that were not incurred during 2002. General and administrative expenses were $67,522 during the second quarter of 2002, compared to $159,421 during the second quarter of 2001. The decrease in general and administrative expenses during the second quarter of 2002 compared to the same quarter of 2001 was partially due to the absence of legal and accounting expenses associated with the preparation of a registration statement during the second quarter of 2001. Sales expenses were $17,533 during the second quarter of 2002 compared with $34,342 in the second quarter of 2001, the decrease was principally due to the allocation of a portion of USAC's sales and labor costs to BRZ. Interest expense was $19,921 during the second quarter of 2002, compared to interest expense of $41,714 incurred during the second quarter of 2001; the decrease in interest expense was due to the conversion of outstanding debentures during the fourth quarter of 2001. Accounts receivable factoring expense was $26,001 during the second quarter of 2002 compared to $23,911 of factoring expense incurred during the second quarter of 2001. The decrease was primarily due to an increase in accounts receivable factored during the second quarter of 2002 compared to 2001. Interest income decreased from $1,488 during the second quarter of 2001 to $696 during the second quarter of 2002. The decrease was due to a corresponding decrease in interest bearing reclamation bonds. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: For the six-month period ended June 30, 2002 compared to the six-month period ended June 30, 2001 The Company's operations resulted in a net loss of $121,526 for the six-month period ended June 30, 2002, compared with a net loss of $503,389 for the six-month period ended June 30, 2001. The decrease in net loss from the first six months of 2001 compared to the first six months of 2002 is primarily due to decreased general and administrative expenses during 2002 and the sale of a royalty in the Company's zeolite operations. Total revenues from antimony product sales for the first six months of 2002 were $1,626,372 compared with $2,038,040 for the comparable period of 2001, a decrease of $411,668. During the six-month period ended June 30, 2002, 38.49% of the Company's revenues from antimony products sales were from sales to one customer and 10.7% were from sales to a second individual customer. Sales of antimony products during the first six months of 2002 consisted of 1,940,068 pounds at an average sale price of $0.84 per pound. During the first six months of 2001 sales of antimony products consisted of 2,129,434 pounds at an average sale price of $0.96 per pound. The decrease in sale prices of antimony products from the first six months of 2001 to the first six months of 2002 is the result of a corresponding decrease in antimony metal prices. Sales of zeolite products during the first six months of 2002 were $105,907 compared to sales of $2,655 during the comparable period of 2001. Gross profit from antimony and zeolite sales during the first six-month period of 2002 was $132,221 compared with gross profit of $194,391 during the same six-month period of 2001. During the first six months of 2002, the Company incurred expenses totaling $112,681 associated with sales, development and general and administrative expenses of its wholly owned subsidiary, Bear River Zeolite, compared to $165,668 of expenses during the comparable period of 2001. The decrease in BRZ expenses was principally due to the start-up costs associated with zeolite operations incurred during the first six months of 2001 that were not incurred during 2002. General and administrative expenses were $165,418 during the first six months of 2002, compared to $333,468 during the first six months of 2001. The decrease in general and administrative expenses during the first six months of 2002 compared to the same period of 2001 was partially due to decreased legal and accounting expenses associated with the preparation of a registration statement during 2001 and the allocation of a portion of USAC's general and administrative costs to BRZ. Sales expenses were $44,398 during the first six months of 2002 compared with $72,838 in the first six months of 2001, the decrease was principally due to the allocation of a portion of the Company's sales costs to BRZ. Interest expense was $37,373 during the first six months of 2002, compared to interest expense of $81,600 incurred during the first six months of 2001; the decrease in interest expense was due to the conversion of outstanding debentures during the fourth quarter of 2001. Accounts receivable factoring expense was $45,327 during the first six months of 2002 and was comparable to $47,175 of factoring expense incurred during the first six months of 2001. Interest income decreased from $2,969 during the first six months of 2001 to $1,450 during the first six months of 2002. The decrease was due to a corresponding decrease in interest bearing reclamation bonds. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, CONTINUED: Financial Condition and Liquidity At June 30, 2002, Company assets totaled $936,144, and there was a stockholders' deficit of $1,117,340. The stockholders' deficit decreased $50,544 from December 31, 2001, primarily due to sales of restricted common stock during the first two quarters of 2002. At June 30, 2002, the Company's total current liabilities exceeded its total current assets by $1,501,127. Due to the Company's operating losses, negative working capital, and stockholders' deficit, the Company's independent accountants included a paragraph in the Company's 2001 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 from alternative financing resources. 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 that the Company will be able to sustain its operations and meet its financial obligations, there can be no assurance of such. Cash used by operating activities during the first six months of 2002 was $71,361, and resulted primarily from the six-month net loss of $121,526. Cash used in investing activities during the first six months of 2002 was $189,917 and was almost entirely related to the construction of capital assets at the Bear River Zeolite facility. Cash provided by financing activities was $261,278 during the first six months of 2002, and was principally generated by sales of 871,000 shares of unregistered common stock for $172,070. At June 30, 2002, the Company had no unencumbered authorized common stock available for sale or issue. During the second quarter of 2002, the Company negotiated an additional borrowing with the First State Bank of Thompson Falls, Montana, through an Assignment of Deposit Account Agreement. The borrowing provides up to $150,100, is collateralized by the Company's assignment of a $100,000 certificate of deposit, and matures together with accrued interest on June 10, 2003. Proceeds from the borrowing were used to finance the Company's inventory purchases. 8 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES Neither the constituent instruments defining the rights of the registrant's securities filers nor the rights evidenced by the registrant's outstanding common stock have been modified, limited or qualified. The Company sold 871,000 shares of its common stock for a total of $172,070, during the first six months of 2002 pursuant to exemptions from registration under Section 4(2) of the Securities Act of 1933 as amended. ITEM 3. DEFAULTS UPON SENIOR SECURITIES The registrant has no outstanding senior securities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits 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 10.50 Agreement to Issue Warrants of USA, dated May 29, 2002 Reports on Form 8-K None 9 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 14, 2002 ------------------------------------------ John C. Lawrence, Director and President (Principal Executive, Financial and Accounting Officer) EX-10.47 3 doc2.txt Exhibit 10.47 BEAR RIVER ZEOLITE COMPANY ROYALTY AGREEMENT MAY 29, 2002 1. Bear River Zeolite Company ("BRZ") agrees to pay George Desborough and Nick Raymond a royalty on zeolite sales from the BRZ mine, located in Franklin County, Idaho, including the zeolite mined from Webster leased lands and adjacent to BLM claims, according to the following schedule, in an aggregate amount FOB Preston plant of zeolite sales:
Sales Price Preston Percentage - -------------------- ------------------- 0 - $40 per ton . . 1% (one percent) 40 - $75 per ton. . 1% (one and one-half percent) 75 - $100 per ton . 2% (two percent) 100 - per ton. . . 3% (three percent)
2. Royalties will be paid quarterly. 3. This constitutes the entire agreement between the parties; and all prior agreements and understandings are merged herein. 4. This Agreement is not modifiable except by a signed writing and may not be amended or changed by waiver, estoppel or a course of conduct. 5. There are no statements, representations or information relied on by the parties beyond the face of this Agreement. 6. The terms of this Agreement are accepted by the undersigned and supersedes all prior agreements and understandings of any kind. BEAR RIVER ZEOLITE COMPANY By:/s/ John C. Lawrence -------------------- John C. Lawrence President 1 GEORGE DESBUROUGH By:/s/ George Desburough ---------------------- George Desburough NICK RAYMOND By:/s/ Nick Raymond ------------------- Nick Raymond ATTEST: /s/ Michael Fleursch - -------------------- Michael Fleursch 2 EX-10.48 4 doc3.txt Exhibit 10.48 GRANT OF PRODUCTION ROYALTY Bear River Zeolite Company, Inc., an Idaho corporation, Preston, Idaho, grants to Delaware Royalty Company, Inc., production royalty of two percent (2%) ("Royalty") to be paid to Delaware Royalty Company, Inc., as provided herein. 1. CONSIDERATION. As consideration for this royalty, Delaware Royalty Company, Inc. ("Delaware") shall pay Bear River Zeolite Company, Inc. ("Bear River") the sum of One Hundred Fifty Thousand Dollars ($150,000.00) upon the execution of this Agreement. 2. ROYALTY CALCULATION. (a) Bear River agrees to pay Delaware a two percent (2%) royalty on all zeolite ore extracted and sold from the real property known as Webster Farm, and more particularly described in the Lease attached hereto and incorporated herein as Exhibit A and any and all adjacent zeolite mining claims including, without limitation, any and all leases and claims now existing or hereafter acquired by Bear River or its successors or assigns located in Franklin County, Idaho. (b) Such royalty payable to Delaware shall be due and paid at the end of each quarter and shall be calculated on the gross sales proceeds from zeolite shipped and sold during the preceding quarter, less shipping costs and customary discounts. At the time of making each payment of Royalty, Bear River shall transmit to Delaware, a statement of the amount of zeolite ore sold for the period for which the quarterly Royalty is then paid. Such Royalty shall not be GRANT OF PRODUCTION ROYALTY-1 paid later than thirty (30) days of the month following the end of the quarter when the Royalty is due. (c) The Royalty shall be calculated on the basis of the gross proceeds from the sale of zeolite ore produced, mined and milled from the Webster Farm property and any and all adjacent zeolite mining claims within Franklin County, Idaho. Shipping costs and customary discounts shall not be included in the calculation of gross proceeds of zeolite ores sold. (d) The Delaware Royalty is pari-passu with the pre-existing royalties payable to Webster Farms, Nick Raymond, and George Desborough. 3. ENTIRE AGREEMENT. This Royalty Agreement constitutes the entire agreement between the parties, and the parties represent that there are no other agreements, representations, conditions, or understandings between them. This Agreement may not be modified except by a writing signed by the parties. The parties expressly agree that this Agreement may not be modified by any waiver, estoppel, or course of conduct by the parties. 4. BINDING EFFECT. This Agreement and all of its provisions and any attached documents extend to and are binding on the heirs, executors, administrators, successors or assigns of the parties hereto. 5. ASSIGNMENT. This Agreement may be assigned or transferred. At least fifteen (15) days prior to any such transfer or assignment, the assigning Party shall provide with notice to the other party of its intent to assign or transfer it rights and obligations under this Grant of Production Royalty. GRANT OF PRODUCTION ROYALTY-2 Upon such a transfer or assignment, the rights, duties, and obligations shall be binding upon the assignee or transferee. 6. APPLICABLE LAW. The laws of the state of Idaho shall govern the interpretation of the terms of this Agreement and the parties' performance of this agreement. 7. CAPTIONS. The subject headings of the section and subsections of this Agreement are included for purposes of convenience only and shall not affect the construction of any of its provisions. 8. AUTHORITY TO BIND. Each person executing this Agreement hereby warrants that the person has full and legal authority to execute this Agreement for and on behalf of the respective corporation and to bind such corporation. 9. FORCE MAJEURE. Bear River shall not be liable under this Agreement for delays, damages, or lack of production due to strike, accidents, fire, delays of carriers, delays in manufacturing, acts of God, acts of war, adverse market conditions, or other causes beyond the control of Bear River whether or not similar to the enumerated causes. 10. VENUE. Any action brought to enforce any term or provision of this Agreement shall be in a court of competent jurisdiction within the state of Idaho. GRANT OF PRODUCTION ROYALTY-3 11. INSPECTION. Delaware has had the opportunity to inspect the mine and plant of BRZ and is familiar with the reserves of the zeolite deposit, and is familiar with the market for zeolite in North America. 12. EFFECTIVE DATE. The effective date of this Agreement is June 1, 2002. 13. BOOKS OF PRODUCTION. Bear River shall keep books of production and shipping the zeolite ore, and shall be open at reasonable times for the inspection by Delaware for the purpose of comparing and verifying royalty statements as rendered. 14. REPRESENTATION. Bear River and its parent company, United States Antimony Corporation, hereby represent and verify (i) that Bear River has the requisite authority to grant the Royalty to Delaware and (ii) that Bear River has good and valid title and interest in and to the leases and claims herein described and which are covered by this Grant of Production Royalty. GRANT OF REPRODUCTION ROYALTY-4 By signing this Agreement, Bear River and Delaware agree to be bound by its provisions. BEAR RIVER ZEOLITE COMPANY, INC. By:/s/ John C. Lawrence - ----------------------- Name: John C. Lawrence Title: President UNITED STATES ANTIMONY CORPORATION By:/s/ John C. Lawrence - ----------------------- Name: John C. Lawrence Title: President DELAWARE ROYALTY COMPANY, INC. By:/s/ Al W. Dugan --------------- Name: Al W. Dugan Title: President GRANT OF PRODUCTION ROYALTY-5 STATE OF MONTANA ) ) ss. County of ____________ ) On this _____ day of __________, 2002, before me, _____________________________, a Notary Public in and for said State, personally appeared John C. Lawrence, known or identified to me to be the President of BEAR RIVER ZEOLITE COMPANY, INC., the corporation that executed the within instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. - -------------------------------------------------------- Notary Public for Montana Residing at -------------------------------------------- My commission expires -------------------------------------------- STATE OF MONTANA ) ) ss. County of ____________ ) On this _____ day of __________, 2002, before me, _____________________________, a Notary Public in and for said State, personally appeared John C. Lawrence, known or identified to me to be the President of UNITED STATES ANTIMONY CORPORATION, the corporation that executed the within instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. - -------------------------------------------------------- Notary Public for Montana Residing at -------------------------------------------- My commission expires -------------------------------------------- GRANT OF PRODUCTION ROYALTY-6 STATE OF TEXAS ) ) ss. County of _________ ) On this _____ day of __________, 2002, before me, _____________________________, a Notary Public in and for said State, personally appeared _____________________, known or identified to me to be the President of DELAWARE ROYALTY COMPANY, INC., the corporation that executed the within instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. - ---------------------------------------------------------- Notary Public for Texas Residing at ---------------------------------------------- My commission expires ---------------------------------------------- GRANT OF PRODUCTION ROYALTY-7 EX-10.49 5 doc4.txt Exhibit 10.49 ASSIGNMENT OF COMMON STOCK OF BEAR RIVER ZEOLITE COMPANY George Desborough and Nick Raymond hereby assign all their right, title and interest to any and all common stock of Bear River Zeolite Company, Inc., now owned by either party, to United States Antimony Corporation, on this 29th day of May, 2002. The parties agree to execute all documents necessary to effect this assignment of common stock to United States Antimony Corporation. DATED this 29th day of May, 2002. /s/ George Desborough --------------------- George Desborough /s/ Nick Raymond --------------------- Nick Raymond ATTEST: /s/ Michael Fleursch - -------------------------------- Michael Fleursch EX-10.50 6 doc5.txt 06659.0010.646567.1 Exhibit 10.50 AGREEMENT TO ISSUE WARRANTS OF USA United States Antimony Corporation ("USAC") agrees to issue warrants (25,000) each to George Desborough and Nick Raymond for USAC common stock, within thirty (30) days, bearing a restrictive legend, exercisable for a period of three (3) years, at a strike price of forty-five cents (45 ) providing common stock is authorized as additional consideration for the Assignment of Common Stock and the Royalty Agreement. DATED this 29th day of May, 2002. UNITED STATES ANTIMONY CORPORATION By:/s/ John C. Lawrence -------------------- John C. Lawrence President ATTEST: /s/ Michael Fleursch - -------------------- Michael Fleursch -----END PRIVACY-ENHANCED MESSAGE-----