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
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(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)
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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)