-----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, Rj88sveGs8ReRfMWtTXhehlPx5Nthgy6uj+9JB3SLqaW8kSRXb7vwIS0I6s9D6qs MK7o1ufBOqFFFG/kr0qV5Q== 0000101538-99-000018.txt : 19991117 0000101538-99-000018.hdr.sgml : 19991117 ACCESSION NUMBER: 0000101538-99-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 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: SEC FILE NUMBER: 001-08675 FILM NUMBER: 99751562 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 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 (fee required) For the quarterly period ended September 30, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (no fee required) 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 November 12, 1999, the registrant had outstanding 16,882,252 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) September 30, December 31, 1999 1998 ASSETS Current assets: Restricted cash $ 225 $ 221 Inventories 284,536 365,398 Accounts receivable 79,491 --------- --------- Total current assets 364,252 365,619 Properties, plants and equipment, net 489,416 515,392 Restricted cash for reclamation bonds 178,986 178,986 --------- --------- Total assets $1,032,654 $1,059,997 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Checks issued and payable $ 83,648 $ 31,089 Accounts payable 425,439 256,373 Accrued payroll and property taxes 218,477 168,482 Accrued payroll and other 62,173 61,999 Judgments payable 39,713 164,084 Accrued debenture interest payable 14,640 348,787 Due to related parties 40,448 37,635 Notes payable to bank, current 148,808 160,017 Note payable to Bobby C. Hamilton, current 86,153 83,157 Debentures payable 335,000 Accrued reclamation costs, current 130,000 222,453 --------- --------- Total current liabilities 1,249,499 1,869,076 Notes payable to bank, noncurrent 179,605 106,793 Note payable to Bobby C. Hamilton, noncurrent 1,470,809 1,512,402 Accrued reclamation costs, noncurrent 184,687 280,819 --------- --------- Total liabilities 3,084,600 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: 205,996 and 2,560,762 shares issued and outstanding (liquidation preference $1,408,419, at December 31, 1998) 2,060 25,608 Common stock, $.01 par value, 20,000,000 shares authorized; 16,882,252 and 13,425,925 shares issued and outstanding 168,822 134,259 Additional paid-in capital 14,286,418 14,079,260 Accumulated deficit (16,516,791) (16,955,765) ----------- ------------ Total stockholders' deficit (2,051,946) (2,709,093) ----------- ------------ Total liabilities and stockholders'deficit $ 1,032,654 $ 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 nine-month periods ended September 30, 1999 and September 30, 1998 (Unaudited) Three Months Ended Nine months Ended September 30, September 30, 1999 1998 1999 1998 Revenues: Sales of antimony products $ 1,225,331 $ 650,011 $ 3,439,374 $ 2,456,671 ---------- ---------- ---------- ----------- Cost of antimony production 1,215,961 708,948 3,125,163 2,290,921 ---------- ---------- ---------- ----------- Gross Profit 9,370 (58,937) 314,211 165,750 ---------- ---------- ---------- ----------- Operating expenses: Care and maintenance-Yellow Jacket 56,414 46,182 100,184 174,829 Exploration and evaluation 397 31,108 45,595 94,542 General and administrative expenses 130,268 68,118 273,976 224,275 ---------- ---------- ---------- ----------- 187,079 145,408 419,755 493,646 ---------- ---------- ---------- ----------- Other expenses (income): Gain from accrued reclamation costs adjustment (35,000) (70,000) Gain from accounts payable adjustment (16,440) Interest expense 46,028 48,503 162,100 149,053 Interest income and other (3,829) (2,505) (8,486) (20,835) ---------- ---------- ---------- ----------- 7,199 45,998 67,174 128,218 ---------- ---------- ---------- ----------- Loss before extraordinary item $ 184,908 $ 250,343 $ 172,718 $ 456,114 ========== ========== ========== =========== Extraordinary gain or conversion of debts to common stock (net of tax) 611,692 611,692 ---------- ---------- Net income (loss) $ 426,784 $ (250,343) $438,974 $ (456,114) ========== ========== ========== =========== Basic net income (loss) per common share Before extraordinary item $ (0.01) $ (0.02) $ (0.01) $ (0.03) Extraordinary item 0.04 0.04 ---------- ---------- ---------- ----------- Net income (loss) $ 0.03 $ (0.02) $ 0.03 $ (0.03) ========== ========== ========== =========== Diluted net income (loss) per common share Before extraordinary item $ (0.01) $ (0.02) $ (0.01) $ (0.03) Extraordinary item 0.04 0.04 ----------- ----------- ---------- ----------- Net income (loss) $ 0.03 $ (0.02) $ 0.03 $ (0.03) =========== ========== ========== =========== Basic weighted average shares outstanding 14,908,808 13,353,767 13,935,968 13,269,069 =========== ========== ========== =========== Diluted weighted average shares outstanding 15,114,804 15,914,529 14,141,964 15,829,831 =========== ========== ========== =========== The accompanying notes are an integral part of the consolidated financial statements United States Antimony Corporation and Subsidiary Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 1999 and 1998 (Unaudited) September 30, September 30, 1999 1998 Cash flows from operating activities: Net income (loss) $ 438,974 $ (456,114) Adjustments to reconcile net loss to net cash provided by (used in) operations: Depreciation 92,643 118,018 Issuance of stock to employees as compensation 1,050 Gain from accrued reclamation costs adjustment (70,000) Gain on accounts payable write off (16,440) Extraordinary gain on conversion of debts to common stock (611,692) Issuance of common stock in exchange for services 10,000 Change in: Restricted cash (4) 15,192 Inventories 80,862 113,372 Accounts receivable (79,491) Prepaid expenses 7,727 Accounts payable 186,706 115,628 Accrued payroll and property taxes 49,995 30,373 Accrued payroll and other 174 29,625 Judgments payable 10,848 13,156 Accrued debenture interest payable 13,250 20,125 Due to related parties 2,813 8,018 Accrued reclamation costs (118,585) (53,272) ---------- ---------- Net cash used in operations: (8,897) (38,152) ---------- ---------- Cash flows from investing activities: Purchase of properties, plant and equipment (66,667) (31,181) --------- ---------- Net cash used in investing activities (66,667) (31,181) ---------- ---------- Cash flows from financing activities: Proceeds from issuance of common stock and warrants 75,000 Proceeds from notes payable to bank 259,484 190,050 Payments on notes payable to bank, net (197,882) (166,889) Increase in checks issued and payable 52,559 4,220 Payments on note payable to Bobby C. Hamilton (38,597) (33,048) ---------- ---------- Net cash provided by financing activities 75,564 69,333 ---------- ---------- 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 $ 134,313 $ 128,928 ========== ========== Noncash financing activities: Common stock issued in exchange for note receivable $ 5,000 ========== Judgement payable converted to common stock $ 135,219 Debentures payable converted to common stock 335,000 Accrued debenture interest payable converted to common stock 347,397 ========== 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 nine-month period ended September 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 2000. 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 nine-month periods ended September 30, 1999 and 1998. September 30, 1999 ------------------ Per share Loss Shares Amounts Basic EPS: Loss before extraordinary item $172,718 13,935,968 $(0.01) Common stock warrants (1) Series C preferred stock(2) 205,996 -------- ---------- ------- Diluted EPS: Loss before extraordinary item $172,718 14,141,964 $(0.01) ======== ========== ======= 4. Income (loss) per common share: Continued: September 30, 1998 ------------------ Per share Amounts Basic EPS: Loss $456,114 13,269,069 $(0.03) Common stock warrants (1) Series C preferred stock(2) 205,996 -------- ---------- ------- Diluted EPS: Loss $456,114 15,829,831 $(0.03) ======== ========== =======
(1) Common stock warrants outstanding during 1999 and 1998, respectively, were not included in the computation of diluted EPS at September 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. In August of 1999, 2,354,766 shares of Series C preferred stock were converted into an equal number of common stock shares. The common stock that was issued as a result of the conversion is included in the calculation of basic and diluted weighted average shares outstanding based on the period of time the common stock was outstanding during the nine month period. 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 and production volatility, changing market conditions and the regulatory environment and other risks. Actual results may differ materially from those projected. These forward-looking statements represent 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 September 30, 1999 The Company's operations resulted in a net loss before extraordinary item of $184,908 for the three-month period ended September 30, 1999 compared with a net loss of $250,343 for the three-month period ended September 30, 1998. Net income realized during the third quarter of 1999 was $426,784 and was due to the recognition of an extraordinary gain on conversion of debts recorded during the quarter (see below). During the third quarter of 1999, the Company continued to operate its antimony business entirely independent of any affiliated sales company. Total revenues from antimony product sales for the third quarter of 1999 were $1,225,331 compared with $650,011 for the comparable quarter in 1998, an increase of $575,320. 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 as compared to 1998. Sales of antimony products during the third quarter of 1999 consisted 1,290,055 pounds at an average sale price of $.95 per pound. During the third quarter of 1998 sales of antimony products consisted of 617,675 pounds at average sale price of $1.05 per pound. Results of Operations For the three-month period ended September 30, 1999, Continued: The decrease in sale prices of antimony products from the third quarter of 1998 to the third quarter of 1999 is the result of a corresponding decrease in antimony metal prices. Gross profit from antimony sales during the third three-month period of 1999 was $9,370 compared to a gross loss of $58,937 during the third three-month period of 1998. The increase in gross profit during the third quarter of 1999 compared to the comparable quarter of 1998, is due to increased sales volume of antimony products in 1999 and OSHA fines of $116,000 included in cost of sales during the third quarter of 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 and 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 the 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 $56,414 for the three-month period ended September 30, 1999, compared with costs of $46,182 during the three-month period ended September 30, 1998. The increase was primarily due to reclamation activities occurring during the third quarter of 1999 as compared to the absence of such during the comparable quarter in 1998. Costs related to exploration and evaluation at Yellow Jacket were $397 for the three-month period ended September 30, 1999, compared to $31,108 during the three-month period ended September 30, 1998. The decrease in exploration and evaluation costs are due to the cessation of exploration activities at the property during 1999. General and administrative expenses increased $62,150 during the third three month period of 1999 as compared to the third three month period of 1998. The decrease was principally due to increased legal and professional fees incurred relating to the Maguire litigation in 1999, compared to the same period in 1998. During the third quarter of 1999, the Company recorded a $35,000 adjustment to its reclamation liability at the Preacher's Cove mill site, the adjustment was part of a total adjustment of $70,000 (see Results of operations- For the nine-month period ended September 30, 1999) and was based on the Company's evaluation of remaining costs to fulfill its remediation responsibilities at the site. No such adjustment was made during the comparable quarter in 1998. Interest expense was $46,028 during three-month period ended September 30,1999,and was comparable to $48,803 for the same period in 1998. Interest and other income was $3,829 during the three-month period ended September 30, 1999, as compared to $2,505. In November of 1999, the Company finalized settlement negotiations of pending litigation with Walter L. Maguire Sr. and the Walter L. Maguire 1935-1 Trust (See Item 1. Legal Proceedings)In connection with the settlement, the Company extinguished $335,000 of debentures payable and $347,397 of related accrued interest in exchange for 790,909 shares of its common stock. Results of Operations For the three-month period ended September 30, 1999, Continued: In addition, during the third quarter of 1999, the Company negotiated the conversion of $135,219 of judgments payable due Geosearch Inc. into 245,852 shares of its common stock. In connection with the settlement of the Maguire litigation and the conversion of the Geosearch judgement payable, the Company recorded an extraordinary gain of during the third quarter of 1999. Results of Operations For the nine-month period ended September 30, 1999 The Company's operations resulted in a net loss before extraordinary item of $172,718 for the nine-month period ended September 30, 1999 compared with a net loss of $456,114 for the nine-month period ended September 30, 1998. Net income during the nine-month period ended September 30, 1999, was $438,974 and was due to the recognition of an extraordinary gain on conversion of debts recognized during the quarter. Total revenues from antimony product sales for the first nine months of 1999 were $3,439,374 compared with $2,456,671 for the comparable period in 1998. The increase in revenues during 1999 was due to the Company's operation of the antimony business independent of an affiliated sale company. Sales of antimony products during the first three months of 1999 consisted of 3,523,476 pounds at an average sale price of $0.98 per pound. During the first nine months of 1998 sales of antimony products consisted of 2,189,207 pounds at an average sale price of $1.12 per pound. The decrease in sale prices of antimony products from the first three quarters of 1998 to the first three quarters of 1999 is the result of a corresponding decrease in antimony metal prices. Gross profit from antimony sales during the first nine months of 1999 was $314,211, compared with gross profit of $165,750 during the first nine months of 1998. The increase in gross profit during the first nine months of 1999 compared to the comparable period of 1998, is primarily due to increased sales volume of antimony products in 1999 and OSHA fines of $116,000 included in cost of sales during the third quarter of 1998. Costs related to the care-and-maintenance of Yellow Jacket were $100,184 for the nine-month period ended September 30, 1999, compared with costs of $174,829 during the nine-month period ended September 30, 1998. The decrease was primarily due to the non-accrual of minimum royalty payments during 1999, and declining depreciation costs on Yellow Jacket plant an equipment in 1999. Costs related to exploration and evaluation at Yellow Jacket were $45,595 for the nine-month period ended September 30, 1999, compared with costs of $94,542 during the nine-month period ended September 30, 1998. The decrease related to the cessation of exploration activities at Yellow Jacket in 1999. General and administrative expenses were $49,701 greater during the first nine months of 1999 compared to the first nine months of 1998. The increase was principally due to increased legal and professional fees incurred during the first nine months of 1999 related to the Maguire litigation. 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 of the remaining costs required to complete the reclamation and remediation, the Company recognized a gain of $70,000 during the second and third quarters 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 nine-month period ended September 30, 1999, Continued: Interest expense was $162,100 during nine-month period ended September 30,1999, compared to $149,053 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 first nine months of 1999 compared to that of 1998. Interest and other income was $8,486 during the nine-month period ended September 30, 1999, compared to $20,835 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 during 1998. Financial Condition and Liquidity At September 30, 1999, Company assets totaled $1,032,654, and there was a stockholders' deficit of $2,015,946. The stockholders' deficit decreased $693,147 from December 31, 1998, primarily due to gains associated with the conversion of debts into common stock. In order to continue as a going concern, the Company is dependent upon (1) profitable operations from the antimony division, (2) short and long-term debt financing, and (3) continued availability of equity financing. Without financing and profitable operations, the Company may not be able to meet its obligations, fund operations and continue in existence. There can be no assurance that management will be successful in its plans to improve the financial condition of the Company. Cash used by operating activities during the first nine months of 1999 was $8,897 compared with cash used of $38,152 during the first nine months of 1998. The change in cash from operations from the first nine months of 1999 compared to the same period in 1998 was primarily due to a decrease in the net loss in operations during 1999 as compared to 1998. Cash used in investing activities during the first nine months of 1999 was $66,667 compared to $31,181 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. Cash provided by financing activities was $75,564 during the first nine months of 1999 compared to $69,333 provided by financing activities during the comparable period of 1998. The increase in cash provided by financing activities during the first nine months of 1999 is principally due to increased borrowings from a bank and an increase in checks issued and payable as compared to the first nine 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. Financial Condition and Liquidity, Continued: . Fulfilling responsibilities with environmental, labor safety and securities regulatory agencies. During the third and second quarters of 1999, the Company operated its antimony business independent of any affiliated sales company. Since 1991 the Company had shared its profits on a 50/50 basis with sales affiliates, HoltraChem, and later BCS. On March 31, 1999, the Company terminated its sales relationship with BCS. Accordingly, the Company has experienced an increase in its overall profitability in the antimony business that will assist the Company in meeting its obligations. In connection with terminating its relationship with BCS, the Company negotiated an accounts receivable factoring arrangement to assist it in meeting its financial and operational cash needs. 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. During the third quarter of 1999, the Company negotiated the conversion of $135,219 of judgments payable due Geosearch Inc. into 245,852 shares of its common stock, the Company intends on identifying opportunities to strengthen its balance sheet by converting debts to common stock. 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. 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 operations 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. 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. In November of 1999, the Company finalized settlement negotiations of all pending claims between Walter L. Maguire Sr. and the Walter L. Maguire 1935-1 Trust, issuing 790,909 shares of its common stock in exchange for the extinguishment of $335,000 in debentures payable and $347,397 of related accrued interest. 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: November 13, 1999 John C. Lawrence, Director and President (Principal Executive, Financial and Accounting Officer) EX-27 2
5 9-MOS DEC-31-1999 SEP-30-1999 225 0 79491 0 284536 364252 3285369 2795953 1032654 1249499 0 0 9605 168822 (2230373) 1032654 3439374 3439374 3125163 3125163 486929 0 162100 (172718) 0 (172718) 0 611692 0 438974 .03 .03
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